Exhibit 4.4.1.5


 


April 19, 2004


 


Ms. Sharon DeHayes


50 Cayman Place


Palm Beach Gardens, FL 33418


 


Re:  Readymix Holdings Pty Limited Position


 


Dear Sharon:


 


This letter is being sent to
you in accordance with your offer by Readymix Holdings Pty Limited (“Readymix Australia”)
to serve in the capacity of Chief Executive of Readymix Australia (the “Position”) for a
period of three years (the “Term”) commencing on July 1, 2004, the terms of which
are more specifically set forth in the letter (the “Letter”) from
Readymix Holdings Pty Limited to you dated April 19, 2004, a copy of which is
attached hereto as Exhibit A.  It
has been agreed to allow you to serve in the Position, for the duration of the
Term, and also to retain you as an employee of Rinker Materials Corporation (“Rinker Materials”)
during that time.  The purpose of this
letter is to set forth the terms of our obligations to you, and your
obligations to Rinker Materials while you are serving in the Position.


 


Pursuant to the terms of the
Letter, you will be required to relocate to Sydney, Australia in order to serve
in the Position, and the fulfillment of your duties will require substantially
all of your time and attention available for business matters.  Accordingly, you will not be able to serve
Rinker Materials in accordance with the terms of your employment agreement (the
“Employment Agreement”),
dated August 1, 2001.  We have therefore
agreed to make certain modifications to your Employment Agreement, which
modifications will be effective during the Term, in order to allow you to
fulfill your duties as Chief Executive of Readymix Australia.


 


Each of us agrees as follows
for the duration of the Term:


 


(a)                                  You will be relieved of your duty to provide
substantially all of your time and attention during normal business hours to
the business and affairs of Rinker Materials so that you may devote such time
to the fulfillment of your duties in the Position;


 


(b)                                 With respect to your Compensation during the
Term, Rinker Materials will continue to pay your annual base salary.


 


(c)                                  You will continue to be able to participate
in Rinker Materials’ Profit Sharing 401(k) Plan and the Supplemental Executive
Profit Sharing 401(k), such participation will be based by taking into account
only your compensation from Rinker Materials thereby excluding any bonus that
may be paid to you by Readymix Australia.


 

















 


(d)                                 You will not be entitled to any fringe
benefits otherwise available to Rinker Materials executives, including, without
limitation, cell phones, lap-top computers, etc.;


 


(e)                                  You will not be entitled to receive any car
allowance from Rinker Materials;


 


(f)                                    You will not receive any club membership
benefits from Rinker Materials;


 


(g)                                 You will not receive reimbursement from
Rinker Materials for any business or personal expenses; provided, however, that
Rinker Materials agrees to pay the reasonable relocation costs associated with
your repatriation to the United States at the conclusion of the Term; and


 


(i)                                     Rinker Materials will not maintain office
space and support staff for your benefit.


 


The modifications to your
Employment Agreement set forth above shall be only for the duration of the
Term.  All other terms and conditions of
your Employment Agreement shall remain in effect for the duration of the Term
unaffected by the terms of this letter agreement.  At the conclusion of the Term, your Employment Agreement shall
again become effective on all of the terms and conditions contained therein,
and this letter agreement shall terminate.


 


In the unlikely event that
you are terminated while in the Position for misconduct, you agree that such
termination shall constitute “Cause” for purposes of your Employment Agreement
with Rinker Materials, and shall entitle Rinker Materials to terminate your
Employment Agreement pursuant to Section 4(c) thereof.


 


This letter agreement shall
be governed in all respects by the laws of the State of Florida, without regard
to conflict of law principles.


 


If the foregoing conforms
with your understanding of our agreement, please execute the enclosed copy of
this letter and return it to my attention.


 


	
   

  	
  Very Truly Yours,

  
	
   

  	
   

  
	
   

  	
  RINKER MATERIALS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David V. Clarke

  	
   

  
	
   

  	
   

  	
  David V. Clarke, Chief Executive Officer

  
	
   

  	
   

  
	
  AGREED AND ACCEPTED, this

  19th day of April, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Sharon DeHayes

  	
   

  	
   

  
	
  Sharon DeHayes

  	
   

  
					



 


2

















 





 


April 19, 2004


 


Ms. Sharon DeHayes


50 Cayman Place


Palm Beach Gardens, FL 33418


 


Dear Sharon,


 


I am delighted to be able to
offer you the position of Chief Executive of Readymix Australia for a period of
three years, commencing July 1, 2004 (‘the appointment’).


 


You will be receiving a letter
under separate cover from Rinker Materials Corporation explaining that if you
accept the offer, you will remain employed by Rinker Materials Corporation
during the period of the appointment. 
The letter will also set out the terms that will apply in the context of
your employment with Rinker Materials Corporation.


 


Your base salary will be
increased from $US280,000 to $US310,000. 
You will be eligible for the next salary review cycle which is scheduled
for October 2004.  Your payroll will
continue to be processed in the US and you will receive these amounts in US
funds.


 


In addition, you will be
eligible for relocation and expatriate assistance appropriate for your
position.


 


Yours sincerely


 


	
  /s/ David
  Clarke

  
	
  David Clarke

  
	
  Chief
  Executive Officer

  



 


I accept the offer and
conditions as outlined in this letter.


 


 


	
  /s/ Sharon
  DeHayes

  	
   

  	
  April 19,
  2004

  
	
  Sharon
  DeHayes

  	
   

  	
  Date