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                                                                    EXHIBIT 10.1

                     "AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT"



     This Amendment Number One To Employment Agreement is made as of April 15,
1999 and is entered into in Concord, New Hampshire, by and between Aavid Thermal
Technologies, Inc., a Delaware corporation with its principal place at Concord,
New Hampshire (the "Company"), and Stephen D. Eldred of Concord, New Hampshire
(the "Executive").

     WHEREAS, the company and Executive entered into a certain Employment
Agreement as of June 20, 1997 (the "Employment Agreement").

     WHEREAS, the parties wish to amend the terms and bonus provisions of the
Employment Agreement, and to provide for changes of control of the Company.

     NOW, THEREFORE in consideration of the foregoing premises and the mutual
promises, terms, provisions and conditions set forth herein, the parties hereby
agree:

1.   DEFINED TERMS. Words or terms not otherwise defined herein, shall have the
meaning as set forth in the Employment Agreement.

2.   AMEND PARAGRAPH 2. Paragraph 2 shall be amended such that the automatic
renewal shall be extended from successive one (1) year terms to successive two
(2) year terms.

3.   AMEND SCHEDULE A. Schedule A is hereby amended such that the annual bonus
target figure shall be the amount set annually by the Company's Compensation
Committee or Board of Directors.

4.   NEW PARAGRAPHS. Add new paragraphs 14-21 to the Employment Agreement, as
follows, which describe Executive's "Change-In-Control" rights.


     14)  CHANGE-IN-CONTROL TERM. Notwithstanding any provision to the contrary
          herein, this Change-In-Control provision shall be effective as of the
          date of the date hereof and shall continue to be effective for the
          period ending on the "Expiration Date" which shall coincide with the
          end of the term of the Employment Agreement or any renewal thereof.

     15)  DEFINITION OF "CHANGE IN CONTROL". For the purposes of this Agreement,
          a "Change in Control" of the Company shall be deemed to have occurred
          upon:

          a) An acquisition by any individual, entity or group (a "Person") of
          beneficial ownership of fifty percent (50%) or more of the then
          outstanding shares of common stock of the Company ("Common Stock");

          b) A change in the composition of the Board such that the individuals
          who, as of the date hereof, constitute the Board (the Board as of the
          date hereof shall be hereinafter referred to as the "Incumbent Board")
          cease for any reason to constitute at least a majority of the Board;
          provided, that in making such determination directors who were elected
          by, or on the recommendation of, such present majority, shall be
          excluded;

          c) The occurrence of a (i) merger, consolidation, reorganization or
          similar corporate transaction, in which the Company does not survive
          as an independent public company; (ii) the sale or other disposition
          of all or substantially all of the assets of the Company, or (iii) a
          complete liquidation or dissolution of the Company.

     16)  COVERED TERMINATION. The termination benefits described in Section 17
          hereof shall be provided to the Executive in the event that he suffers
          a "Covered


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          Termination" of his employment with the Company during the "Protection
          Period" or, to the extent provided in such Section 17, shall be
          provided upon the earlier of a Change in Control or a Covered
          Termination. For purposes hereof, the "Protection Period" shall be the
          three-month period that commences on the date of the Change in
          Control. For purposes hereof, "Covered Termination" shall mean (i)
          termination of employment by the Company other than for "Cause" as
          defined in this Employment Agreement or (ii) termination of employment
          by the Executive for "Good Reason" as described below. During the
          Protection Period, Company shall provide Executive with the same Base
          Salary, bonus opportunities, and benefits as he received prior to the
          Change-in-Control.

          a)   COMPENSATION DURING DISPUTE. If a dispute arises as to a
               purported termination for Cause, and the Executive institutes a
               proceeding for a determination as to rights under this Agreement,
               the Company shall continue to pay the Executive the full
               compensation in effect when the notice giving rise to the dispute
               was given (including, but not limited to, salary and bonuses) and
               continue the Executive as a participant in all compensation,
               benefit and insurance plans in which the Executive was
               participating when the notice giving rise to the dispute was
               given, until final judicial determination as to whether Cause or
               Good Reason existed. Amounts paid under this Section 25 are in
               addition to all other amounts due under this Agreement and shall
               not be offset against or reduce any other amounts due under this
               Agreement.

          b)   TERMINATION FOR GOOD REASON. For purposes of this Agreement, the
               Executive shall have "Good Reason" to terminate his employment
               with the Company (i) if by the end of the Protection Period the
               Company and Executive do not enter into a new or amended written
               employment agreement; or (ii) if the Company breaches the terms
               of this Employment Agreement as amended during the Protection
               Period. For the purposes of subparagraph (i) above, Executive
               shall have fifteen (15) days after the end of the Protection
               Period to notify Company of his termination for Good Reason.

     17)  CONSEQUENCES OF COVERED TERMINATION. In the event that the Executive's
          employment with the Company shall have been terminated during the
          Protection Period in a manner that shall constitute a Covered
          Termination, the Company shall provide the following severance
          payments and benefits to the Executive:

     a)   BASE SALARY. Within fifteen (15) days following the Covered
          Termination, the Company shall deliver to Executive a lump-sum cash
          payment equal to 2.0 times the Executive's Base Salary in effect at
          the time of the Covered Termination. For purposes of this Section 17,
          the Executive's Base Salary shall be determined immediately prior to
          any reduction in such salary rate that constitutes Good Reason under
          Section 3 hereof.

     b)   BONUS. Within fifteen (15) days following the covered Termination, the
          Executive shall receive a lump-sum cash payment of $75,000.00.


     c)   WELFARE BENEFITS. The Executive shall be entitled to coverage and
          benefits, at the Company's sole expense, for a period of two years
          following his Covered Termination (the "Continuation Period"), under
          all welfare benefit plans of the Company. All such benefits shall
          apply to the Executive and any of his dependents who would have been
          eligible for coverage if the Executive had continued to be employed by
          the Company for the Continuation Period. At the expiration of the
          Continuation Period, the Executive shall be treated as a then
          terminating employee of the Company with respect to the right to elect
          continued medical and dental Coverages in accordance with section
          4980B of the Internal Revenue Code of 1986, as amended.



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          d)   OUTPLACEMENT. During the twelve-month period commencing on the
               date of Covered Termination, the Company shall provide to the
               Executive, at the Company's sole expense, executive outplacement
               services (commensurate with the Executive's position), office
               space and secretarial support services.

     18)  INSURANCE. The Company shall maintain in full force and effect for the
          benefit of the Executive, for the duration of all applicable statute
          of limitations periods, liability insurance policies at least as
          favorable to the Executive as those maintained by the Company for the
          benefit of its directors and officers at the time of the Change in
          Control, provided that such policies are provided to its directors and
          officers generally or are reasonably obtainable by the Company.

     19)  NO OBLIGATION TO MITIGATE. The Executive shall be under no obligation
          to minimize or mitigate damages by seeking other employment, and the
          obtaining of any such other employment shall in no event effect any
          reduction of the Company's obligation to make the payments and provide
          the benefit Coverages required under this Agreement.

     20)  SUCCESSORS AND ASSIGNS. This Agreement and all rights hereunder are
          personal to the Executive and shall not be assignable; provided,
          however, all of the Executive's rights to compensation following his
          death shall inure to the benefit of his surviving spouse, personal
          representatives or designees or other legal representatives, as the
          case may be. The Company and any successor to its business and/or
          assets shall remain liable to Executive hereunder.

     21)  LEGAL EXPENSES. The Company shall pay directly or reimburse the
          Executive (at the Executive's option) for any and all legal fees and
          expenses incurred by the Executive relating to the enforcement or the
          attempted enforcement, of any obligation of the Company hereunder,
          regardless of outcome, provided that the Executive's claims in such
          regard are not determined by a trier of fact to be frivolous.

4.   CONTINUATION OF EMPLOYMENT AGREEMENT. Except as specifically amended
herein, the Employment Agreement remains in full force and effect and the
parties agree to be bound thereby. To the extent there is any conflict between
the terms of Sections 14 through 21 herein and the remainder of the Agreement,
the terms of Sections 14 through 21 shall govern.


     This Agreement is executed as of the date set forth in the opening
paragraph.

     IN WITNESS WHEREOF, the parties have executed these presents as of the day
and year first above written.




AAVID THERMAL TECHNOLOGIES, INC.            EXECUTIVE



By      s/s Ronald F. Borelli                      s/s  Stephen D. Eldred
  ----------------------------------        ------------------------------------

Name    Ronald F. Borelli                   Name   Stephen D. Eldred
    --------------------------------             -------------------------------

Title   Chief Executive Officer             Title  Chief Financial Officer
     -------------------------------             -------------------------------


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