(ii) shall have such authority, duties and responsibilities as set forth in the By-Laws of theCompany as now or hereafter in effect or as the Board of Directors may from time to time prescribethat are consistent with the Executive’s position as the Chief Executive Officer of the Company;(iii) shall perform diligently and faithfully, and use his reasonable best efforts in theperformance of, his duties and responsibilities under this Agreement;(iv) shall devote all of his working time, attention, energies and skills to his duties andresponsibilities under this Agreement and to the furtherance of the business and interests of theCompany; provided, however, that the Executive shall be permitted to engage in civic and charitableactivities and to serve on boards of directors of other for-profit and non-profit entities so longas such civic and charitable activities and board positions do not affect the Executive’sperformance of his duties and responsibilities for the Company, do not adversely affect thereputation of the Company and have been approved in advance by resolution of the Board of Directorsor a committee thereof; and(v) shall maintain his business office at and be based out of an office of the Company or oneof its subsidiaries as determined from time to time by the Board of Directors.(b) During the Term, the Board of Directors shall nominate the Executive as one of theCompany’s director nominees for election at each annual meeting of stockholders of the Company. Ifthe Executive is so nominated but not elected by stockholders as a director of the Company, thenthe Company may continue to employ the Executive under this Agreement as its Chief ExecutiveOfficer but not as its Chairman (without constituting a breach or Good Reason under this Agreement)or may terminate the Executive’s employment with the Company, in which latter event the Companyshall compensate the Executive in the same manner as under Section 5(e) as if the Company haddetermined not to extend the Term.Section 3. Compensation and Employee Benefits.(a) Base Salary. During the Term, for all services rendered in all capacities by theExecutive to or on behalf of the Company or any of the Company’s subsidiaries or affiliates(including service as a director of the Company or any of its subsidiaries or affiliates), theCompany shall pay to the Executive an annual base salary equal to $400,000 per calendar year, asmay be increased from time to time by the Board of Directors or a committee thereof (the “BaseSalary”). If an increase in the Executive’s Base Salary is approved by the Board of Directors or acommittee thereof, the new salary shall become the applicable Base Salary under this Agreement.The Base Salary shall be paid to the Executive in accordance with the Company’s usual and customarypayroll practices applicable to its employees generally (including, but not limited to,withholdings for taxes and other amounts) and shall be pro-rated for any partial year ofemployment.(b) Incentive Compensation. During the Term, the Executive shall be entitled toparticipate in all incentive compensation plans and programs of the Company that are generallyavailable to its executive officers (as currently in effect or as may hereafter be established,amended or in effect), subject to the terms and conditions of such plans and programs. Theperformance factors, measures, goals or targets, the award levels, the amounts and the other termsand conditions of any award shall be determined in the discretion of the Board of Directors or acommittee thereof; provided, however, that during the Term other than the initial stock-based awarddescribed in the next paragraph, the maximum award level of each cash incentive compensation awardgranted to the Executive shall be 100% of his Base Salary and the maximum award level of eachstock-based incentive compensation award granted to the Executive also shall be 100% of his BaseSalary.
 
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The Company shall grant a cash incentive compensation award opportunity of $100,000 to theExecutive under the Company’s 2007 Executive Incentive Plan, as currently in effect or as may behereafter amended (the “2007 Incentive Plan”), for the performance period ending on December 31,2008. In addition, the Company shall grant to the Executive a stock-based incentive compensationaward opportunity of 240,000 shares of restricted common stock of the Company under the 2007Incentive Plan for the 2008-2010 performance period. The Executive’s ability to earn each of suchawards shall be conditioned upon and subject to the Company satisfying the performance measures,goals or targets and other terms and conditions for the awards established by the Board ofDirectors or a committee thereof and the Executive being employed by the Company at the end of eachperformance period and on the date of payment of each award. As a condition to the issuance ofsuch award of restricted common stock, the Executive must execute a restricted stock awardagreement relating to such shares.The performance factors, measures, goals or targets, the award levels, the amounts and theother terms and conditions of any award to the Executive under the 2007 Incentive Plan for futureperformance periods shall be determined in the discretion of the Board of Directors or a committeethereof, subject to a maximum award of 100% of the Executive’s Base Salary for each cash award andeach stock-based award.(c) Employee Benefits. During the Term, the Executive shall be entitled toparticipate in all employee benefit plans and programs sponsored or maintained by the Company andthat are generally available to its executive officers (as currently in effect or as may hereafterbe established, amended or in effect), subject to the terms, conditions and eligibilityrequirements of such plans and programs. The employee’s cost of participation in such plans andprograms shall be as determined by the Board of Directors or a committee thereof, if not set forthin the plans and programs.(d) Other Policies. All other matters relating to the employment of the Executive bythe Company not specifically addressed in this Agreement or in the plans and programs referenced inthis Section (including, but not limited to, vacation, sick and other paid time off) shall besubject to the employee handbooks, rules, policies, procedures, corporate governance guidelines andcodes of conduct and ethics of the Company, as are currently in effect or as may hereafter be ineffect from time to time. The Executive shall be entitled to paid vacation in accordance withCompany policy, but in no event shall he be entitled to fewer than twenty-five (25) days of paidvacation per calendar year (pro-rated for any partial years).(e) Automobile Allowance. During the Term, the Company shall provide to the Executivean automobile allowance of $1,500 per month. The insurance, maintenance, fuel, license plates andother costs relating to this automobile shall be the responsibility of and paid by the Executive.The Executive shall not be entitled to any reimbursement for mileage relating to the use of suchautomobile.(f) Relocation Expenses. The Executive currently maintains his principal residence inScottsdale, Arizona. The Executive shall relocate his principal residence from Scottsdale, Arizonato a location within 50 miles of an office of the Company acceptable to the Board of Directors(“Company Office”) by December 31, 2009. The Company shall pay the following relocation expensesof the Executive: (i) Reasonable temporary housing and living expenses of the Executivefor a temporary residence located within 50 miles of a Company Office until theearlier of the Executive’s purchase of a permanent residence located within 50miles of a Company Office or December 31, 2009; (ii) Reimbursement for roundtrip airfare for the Executive betweenPhoenix, Arizona and the city in which the Company Office is located for up tofour (4) roundtrips per month until the earlier of the Executive’s purchase of aresidence within 50 miles of a Company Office or December 31, 2009;
 
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 (iii) Reasonable moving expenses of the Executive in connection withthe relocation of the Executive from Scottsdale, Arizona to within 50 miles of aCompany Office by December 31, 2009; (iv) Reasonable real estate brokerage commission and reasonableattorneys’ fees incurred by the Executive relating to the sale of his principalresidence in Scottsdale, Arizona; (v) Reasonable closing costs (but not any points) and reasonableattorneys’ fees incurred by the Executive relating to the purchase of hisresidence within 50 miles of a Company Office by December 31, 2009; and (vi) Rent not to exceed $1,200 per month for a business office for theExecutive in Scottsdale, Arizona until the earlier of the Executive’s purchaseof a residence within 50 miles of a Company Office or December 31, 2009.The Executive shall be entitled to receive an additional payment from the Company attributableto any income and employment taxes payable by the Executive as a result of receiving any of thepayments specified in the forgoing provisions of this Section 3(f) (the “Gross-Up Payment”) in anamount such that, after payment by the Executive of any income and employment taxes imposed uponthe Gross-Up Payment, the Executive shall retain an amount of the Gross-Up Payment equal to suchtaxes.(g) Expense Reimbursements. The Company shall reimburse the Executive for allreasonable and customary out-of-pocket expenses incurred by the Executive related to theperformance of his duties and responsibilities for the Company. The Executive shall comply withthe Company’s standard expense reimbursement policies and procedures in effect from time to time;provided, however, that in no event shall an amount be reimbursed later than December 31 of theyear following the year in which the expense is incurred.(h) Taxes. All taxes (other than the Company’s portion of any FICA or otheremployment taxes) on the Base Salary and other amounts (including, but not limited to, severance)payable to the Executive under this Agreement or any plan or program shall be the responsibility ofand paid by the Executive. The Company shall be entitled to withhold from the Executive’s BaseSalary and all other amounts payable to him under this Agreement or any plan or program (i)applicable income, FICA, employment and other taxes, (ii) such amounts authorized by the Executive,and (iii) other appropriate and customary amounts.(i) Insurance and Indemnification. At all times during the Term, the Company shallprovide to the Executive the same coverage that it provides to its other directors and executiveofficers under the Company’s directors and officers liability insurance policy or policies as arecurrently in effect or as may hereafter be in effect from time to time. At all times during theTerm, the Company shall indemnify the Executive with respect to claims brought by Persons otherthan the Company against the Executive arising from the Executive’s service as an employee, officeror director of the Company in accordance with the Certificate of Incorporation of the Company as iscurrently in effect or as may hereafter be amended from time to time.(j) Acknowledgment by the Executive. Notwithstanding anything in this Agreement tothe contrary, the Executive understands, acknowledges and agrees that the Company may, in its solediscretion, amend, modify, replace, freeze, suspend or terminate any or all of the incentivecompensation, employee benefit, retirement and other plans, programs or arrangements available, aswell as any other rules, policiesor procedures applicable, to the Executive from time to time, but only so long as any suchactions are not designed to affect solely the Executive.
 
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Section 4. Termination of Employment.In addition to a termination of the Executive’s employment upon a determination by the Companyor the Executive not to extend the Term (as provided in Section 1(b) hereof), the Executive’semployment with the Company may be terminated during the Term in any of the following ways:(a) Termination by the Company for Cause. The Company, upon written notice to theExecutive, may terminate the Executive’s employment with the Company immediately for Cause. Forpurposes of this Agreement, “Cause” is defined as any of the following:(i) any refusal by the Executive to follow the lawful directions of the Board of Directorsthat are consistent with the Executive’s duties and responsibilities under this Agreement; or(ii) any gross negligence by the Executive in managing the business or affairs of the Companyor any of its subsidiaries or affiliates or in carrying out his duties and responsibilities underthis Agreement (or any gross negligence by any employee of the Company who reports to the Executivein managing the business or affairs of the Company or any of its subsidiaries or affiliates or inperforming such employee’s duties and responsibilities with the knowledge of the Executive andwhere the Executive allows or fails to prevent such negligent acts or omissions); or(iii) any dishonesty, fraud, theft or embezzlement by the Executive (or by any employee of theCompany or any of its subsidiaries or affiliates who reports to the Executive with the knowledge ofthe Executive and where the Executive allows or fails to prevent such dishonesty, fraud, theft orembezzlement by such employee) upon or against the Company, any of the Company’s subsidiaries oraffiliates or any their respective customers; or(iv) any conviction of, or the entering of any plea of guilty or nolocontendere by, the Executive for any felony; or(v) any intentional or negligent violation by the Executive (or by any employee of the Companyor any of its subsidiaries or affiliates who reports to the Executive with the knowledge of theExecutive and where the Executive allows or fails to prevent such violation by such employee) ofany law, statute, rule, regulation or governmental requirement that has or may have a materialadverse effect on the Company or any of the Company’s subsidiaries or affiliates; or(vi) any material noncompliance by the Executive (or by any employee of the Company or any ofits subsidiaries or affiliates who reports to the Executive with the knowledge of the Executive andwhere the Executive allows or fails to prevent such noncompliance by such employee) with anyprovision of any employee handbook, code of business conduct and ethics or corporate governanceguidelines, or any rule, policy or procedure, of the Company or any of the Company’s subsidiariesor affiliates as are applicable to the Executive or such employee and currently in effect or as mayhereafter be in effect from time to time; or(vii) any breach by the Executive of any provision of this Agreement; or(viii) any inaccuracy in or breach of the Executive’s representation and warranty contained inSection 13(p) hereof.
 
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(b) Termination by the Company without Cause. The Company, upon not less than thirty(30) days’ prior written notice to the Executive, may terminate the Executive’s employment with theCompany without Cause.(c) Termination by the Executive for Good Reason. The Executive, upon not less thanthirty (30) days’ prior written notice to the Company, may terminate his employment with theCompany for Good Reason. For purposes of this Agreement, “Good Reason” is defined as any materialbreach by the Company of any provision of this Agreement.(d) Termination by the Executive without Good Reason. The Executive, upon not lessthan thirty (30) days’ prior written notice to the Company, may terminate his employment with theCompany without Good Reason.(e) Termination in the Event of Death or Disability. The Executive’s employment withthe Company shall terminate immediately upon the death of the Executive. The Executive’semployment with the Company may be terminated immediately by the Company in the event of theoccurrence of a Disability of the Executive. For purposes of this Agreement, a “Disability” shallbe defined as an illness or a physical or mental disability or incapacity of the Executive suchthat the Executive has not been able to perform the essential functions of his duties andresponsibilities under this Agreement (as reasonably determined by the Company), with or withoutreasonable accommodation, for at least ninety (90) days (whether consecutive or non-consecutivedays) during any one (1) year period. A Disability may, but is not required to, be evidenced by asigned, written opinion of an independent, qualified medical doctor selected by the Board ofDirectors or a committee thereof and paid for by the Company. The Executive hereby agrees to makehimself promptly available for examination by such medical doctor upon reasonable request by theBoard of Directors or a committee thereof and consents to provide promptly the results of suchexamination and any diagnosis to the Company. Nothing in this Section is intended to be inviolation of the Americans with Disabilities Act.(f) Termination by the Executive in the Event of a Change in Control. Following aChange in Control (as hereinafter defined), the Executive, upon not less than thirty (30) days’prior written notice to the Company, may terminate his employment with the Company upon theoccurrence of any of the following events during the one (1) year period immediately following aChange in Control (and any such termination by the Executive shall not constitute a terminationwithout Good Reason under Section 4(d)):(i) a material reduction in the Executive’s duties or responsibilities from those in effect onthe day before the Change in Control,(ii) a requirement that the Executive maintain his principal office or otherwise be based outof an office other than at the Company’s headquarters where located on the day immediately beforethe Change in Control, or(iii) a material breach of any provision of this Agreement by the Company.For purposes of this Agreement, a “Change in Control” shall mean a transaction or series ofrelated transactions pursuant to which (A) at least fifty-one percent (51%) of the outstandingshares of common stock of the Company, on a fully diluted basis, shall subsequent to the date ofthis Agreement be acquired by any Person (as hereinafter defined) unrelated to or unaffiliated withthe Company, (B) the Company merges into, consolidates with or effects any plan of share exchangeor other combination with any Person unrelated to or unaffiliated with the Company in a transactionwhere the holders of voting shares of the Company immediately prior to the transaction do not holda majority of the voting shares of the surviving entityimmediately following such transaction, or (C) the Company disposes of all or substantiallyall of its assets other than in the ordinary course of business, to any Person unrelated to orunaffiliated with the Company.
 
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Notwithstanding the foregoing, for purposes of the definition of “Change in Control,” (x) aPerson shall not include any subsidiary or affiliate of the Company, the Chromcraft Revington, Inc.Employee Stock Ownership Plan Trust which forms a part of the Chromcraft Revington, Inc. EmployeeStock Ownership Plan (collectively, the “ESOP”), the Chromcraft Revington, Inc. Savings Plan (the“401(k) Plan”) or any other employee benefit plan currently or hereafter sponsored by the Companyor any subsidiary or affiliate of the Company, (y) the outstanding shares of common stock of theCompany, on a fully diluted basis, shall include all shares owned by the ESOP, whether allocated orunallocated to the accounts of participants, and (z) a transaction or a series of transactionspursuant to which the Company is taken private or no longer has shares of stock that are listed fortrading on any securities exchange or market shall not constitute a Change in Control.(g) Limited Right to Cure. In the event that the Company desires to terminate theExecutive’s employment for Cause pursuant to Sections 4(a)(i), 4(a)(vi) or 4(a)(vii) hereof, theCompany shall first deliver to the Executive a written notice which shall (i) indicate the specificprovisions of this Agreement relied upon for such termination, (ii) set forth in reasonable detailthe facts and circumstances claimed to provide the grounds for such termination, and (iii) describethe steps, actions, events or other items that must be taken, completed or followed by theExecutive to correct or cure the grounds for such termination. The Executive shall then havethirty (30) days following the effective date of such notice to fully correct and cure the groundsfor the termination of his employment to the reasonable satisfaction of the Board of Directors ofthe Company. If the Executive does not fully correct and cure such grounds within such thirty (30)day period, then the Company shall have the right to terminate the Executive’s employment with theCompany immediately for Cause upon delivering to the Executive written notice of such fact, and theExecutive shall have no further cure period with respect thereto. Notwithstanding the foregoingand regardless of the grounds for the termination, the Executive shall be entitled to so correctand cure only one (1) time during the Term, unless the Board of Directors has reasonably determinedthat the grounds for termination were incorrect or inapplicable, in which case the Executive shallstill have the ability to correct and cure one (1) time during the Term.In the event that the Executive desires to terminate his employment with the Company for GoodReason pursuant to Section 4(c) hereof, the Executive shall first deliver to the Company a writtennotice which shall (A) indicate the specific provisions of this Agreement relied upon for suchtermination, (B) set forth in reasonable detail the facts and circumstances claimed to provide thegrounds for such termination, and (C) describe the steps, actions, events or other items that mustbe taken, completed or followed by the Company to correct or cure the grounds for such termination.The Company shall then have thirty (30) days following the effective date of such notice to fullycorrect and cure the grounds for the Executive’s termination of his employment to the reasonablesatisfaction of the Executive. If the Company does not fully correct and cure such grounds withinsuch thirty (30) day period, then the Executive shall have the right to terminate his employmentwith the Company immediately for Good Reason upon delivering to the Company written notice of suchfact, and the Company shall have no further cure period with respect thereto. Notwithstanding theforegoing and regardless of the grounds for the termination, the Company shall be entitled to socorrect and cure only one (1) time during the Term, unless the Board of Directors has reasonablydetermined that the grounds for termination were incorrect or inapplicable, in which case theCompany shall still have the ability to correct and cure one (1) time during the Term.(h) Mandatory Resignation. If the Executive’s employment with the Company isterminated (whether by the Company or by the Executive), the Executive shall immediately resign asa director of and from all other offices and positions with the Company and each of itssubsidiaries or affiliates.
 
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Section 5. Payment Upon Termination of Employment. Upon the termination ofthe Executive’s employment with the Company pursuant to Section 1(b) or Section 4 hereof, theCompany shall pay to the Executive that portion of the Executive’s Base Salary earned through hislast day of employment with the Company, all amounts that are fully vested and properly payable onor before his last day of employment with the Company under the ESOP, the 401(k) Plan and all otherretirement plans sponsored or maintained by the Company in accordance with the provisions of suchplans, and all other amounts that are properly payable to the Executive by the Company that havenot been paid to him on or before his last day of employment. In addition, the Company shall payseverance to the Executive in accordance with the appropriate subsection below, subject totermination or reduction in accordance with Section 5(h) and suspension in accordance with Section5(j).(a) Termination by the Company for Cause or by the Executive without Good Reason.Upon the termination of the Executive’s employment by the Company for Cause pursuant to Section4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Companyshall pay no severance to the Executive; provided, however, that in the event the Executive retiresfrom the Company after reaching 65 years of age, he shall receive a severance payment, payable in alump sum, equal to the Executive’s Base Salary (calculated as a monthly amount) for three (3)months.(b) Termination by the Company Without Cause or by the Executive for Good Reason.Upon the termination of the Executive’s employment by the Company without Cause pursuant to Section4(b) hereof or by the Executive for Good Reason pursuant to Section 4(c) hereof, the Company shallpay to the Executive (i) if his last day of employment is on or prior to December 31, 2009, aseverance payment equal to his Base Salary (calculated as a monthly amount) for twelve (12) months,or (ii) if his last day of employment is subsequent to December 31, 2009, a severance payment equalto two (2) times his Base Salary (calculated as a monthly amount) for twenty-four (24) months.(c) Termination Upon Death of the Executive. Upon the death of the Executive, theCompany shall pay to the Executive’s estate a severance payment, payable in a lump sum, equal tothe Executive’s Base Salary (calculated as a monthly amount) for three (3) months.(d) Termination Upon a Disability. Upon the termination of the Executive’s employmentby the Company upon the occurrence of a Disability pursuant to Section 4(e) hereof, the Companyshall pay to the Executive a severance payment, payable in a lump sum, equal to his Base Salary(calculated as a monthly amount) for three (3) months.(e) Termination Upon No Extension of Term. Upon the termination of the Executive’semployment based on the Company’s election under Section 1(b) not to extend the Term, the Companyshall pay to the Executive a severance payment equal to his Base Salary (calculated as a monthlyamount) for twelve (12) months. In the event the Executive terminates his employment based on hiselection under Section 1(b) not to extend the Term, the Company shall pay no severance to theExecutive.(f) Termination by the Executive following a Change in Control. Upon the terminationof the Executive’s employment by the Executive following a Change in Control pursuant to Section4(f) hereof, the Company shall pay no severance to the Executive.(g) Payment of Severance Payments and Other Amounts; Certain Incentive CompensationAwards.(i) The payment of monthly severance payments under this Section 5 shall begin on the last dayof the month following the month in which the Executive’s last day of employment with the Companyoccurs. All other amounts shall be paid to the Executive within sixty (60) days of his last day ofemployment with the Company, unless provided otherwise by the ESOP, the 401(k) Plan or anotherretirement plan of the Company.
 
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(ii) Notwithstanding anything to the contrary contained in the 2007 Incentive Plan, the cashaward opportunity granted to the Executive under the 2007 Incentive Plan for the performance periodending December 31, 2008 and the award opportunity of shares of restricted common stock grantedunder the 2007 Incentive Plan for the 2008-2010 performance period shall become vested or earned asfollows:(A) In the event of a termination of the Executive’s employment by the Company for cause orwithout cause or by the Executive for Good Reason or without Good Reason, all outstanding awards(both cash and restricted stock) that have not vested or been earned on or before the Executive’slast day of employment shall immediately terminate and be forfeited as of such last day ofemployment, and the Executive shall have no rights or claims thereto,(B) In the event of a termination of the Executive’s employment upon his death or Disability,all outstanding awards (both cash and restricted stock) that have not vested or been earned on orbefore the Executive’s last day of employment shall become vested and earned (I) on a proratedbasis based upon the ratio that the number of days in the applicable performance period prior tohis last day of employment bears to the total number of days in such performance period, and (II)only if the applicable performance measures, goals or targets and all other terms and conditions towhich the award relates is ultimately satisfied, and(C) In the event a Change in Control, all outstanding awards that have not vested or beenearned shall become fully vested and earned immediately prior to the effectiveness of such Changein Control.(iii) All future awards (whether cash or stock-based) to the Executive under the 2007Incentive Plan for performance periods other than those described in subsection (g)(ii) above shallbecome vested or earned as set forth in the 2007 Incentive Plan.(h) Certain Other Matters. Notwithstanding the foregoing provisions of this Section5, the following shall apply:(i) The Executive understands and agrees that the severance payments and/or the reimbursementfor the premiums associated with the COBRA continuation coverage under this Section 5 shallconstitute adequate consideration for his covenants and agreements set forth in Section 6(Non-Disclosure, etc.), Section 7 (Non-Competition), Section 8 (Non-Solicitation) and Section 9(Intellectual Property) of this Agreement.(ii) Upon any termination of the Executive’s employment, and as a condition to the Executivereceiving any severance payments or reimbursement for the premiums associated with the COBRAcontinuation coverage, the Executive shall execute (and not subsequently rescind or revoke) arelease substantially similar to the release attached to this Agreement as Exhibit A.(iii) The Company’s obligation to make any severance payment or to make any reimbursement forthe premiums associated with the COBRA continuation coverage to the Executive under this Section 5shall terminate immediately without reinstatement of any obligation of the Company to resume payingor reimbursing the Executive hereunder if the Executive breaches any of the provisions of thisAgreement (including, but not limited to, any of the provisions of Sections 6, 7, 8 or 9) orrefuses to execute (or rescinds or revokes) the release substantially in the form attached to thisAgreement as Exhibit A. Notwithstanding any such termination of the Company’s obligationto pay or reimburse, the covenants of theExecutive set forth in Sections 6, 7, 8 and 9 hereof shall continue in full force and effectand be binding upon the Executive.
 
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(iv) In the event of any termination of the Executive’s employment that requires thirty (30)or ninety (90) days’ prior written notice from either party, the Company shall during such thirty(30) or ninety (90) day notice period, as applicable, continue to pay the Executive his Base Salaryand provide the applicable employee benefits but may, in its discretion, elect to direct theExecutive not to report to work without constituting a breach of this Agreement.(v) If the Company becomes obligated to make monthly severance payments to the Executivepursuant to this Section 5 (the “Monthly Severance Payments”) and the Executive obtains anemployee, consulting or other position with another Person without breaching any of his covenantsset forth in this Agreement (including, but not limited to, his covenants set forth in Sections 6,7, 8 or 9 hereof), then the Monthly Severance Payments shall terminate or be reduced as set forthin this paragraph. For purposes of this paragraph, the “New Monthly Compensation” shall mean themonthly base salary, consulting fee or other compensation associated with the Executive’s newposition with another Person. In the event that the Executive’s New Monthly Compensation is equalto or greater than the Executive’s monthly Base Salary on his last day of employment with theCompany, then the Company’s obligation to pay additional Monthly Severance Payments shallimmediately terminate. In the event that the Executive’s New Monthly Compensation is less than theExecutive’s monthly Base Salary on his last day of employment, then the Monthly Severance Paymentsshall be reduced for the period that the Company is obligated to make any severance payments suchthat the Monthly Severance Payments shall equal solely the amount by which the Executive’s monthlyBase Salary on his last day of employment exceeds the New Monthly Compensation.If the Company’s obligation to pay Monthly Severance Payments has been terminated or reducedas provided in the foregoing paragraph, such obligation shall not thereafter be reinstated orincreased, in whole or in part, and shall not affect the Executive’s covenants under Sections 6, 7,8 or 9 of this Agreement. The Executive shall promptly provide written notice to the Company ofhis new position with another Person, which shall include an adequate confirmation of his NewMonthly Compensation. If the Executive’s employment with the Company is terminated for any reason(whether by the Company or the Executive), he shall use his best efforts to obtain a new position(but without breaching his non-competition covenants set forth in Section 7 hereof) with anotherPerson. In addition, the Executive shall not do any act or thing relating to any new position orhis New Monthly Compensation to circumvent the operation of the foregoing paragraph.(i) COBRA Coverage. If the Executive is participating in the Company’s group healthplan at the time of his termination of employment and he elects to continue such coverage forhimself and/or his spouse or legal dependents pursuant to the Consolidated Omnibus BudgetReconciliation Act of 1986, as amended (“COBRA”), the Executive shall pay the premiums associatedwith such continued coverage and the Company shall reimburse the Executive only for the premiumsactually paid by him associated with such continued coverage until the earlier of (i) theexpiration of the period of time that the Executive is entitled and has elected to receivecontinued coverage under the Company’s group health plan pursuant to COBRA, or (ii) the date onwhich the Executive becomes eligible to receive health insurance benefits from a new employer oranother Person. The foregoing reimbursement of premiums shall be paid to the Executive only if hisemployment with the Company is terminated by the Company without Cause, by the Executive for GoodReason, by the Company in the event of a Disability of the Executive, by the Company or theExecutive in the event either of them elects not to extend the Term of the Executive’s employmentor by the Executive following a Change in Control, and upon the condition that the Executive makesan appropriate election under COBRA.
 
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(j) Delay of Payment under Certain Circumstances. Notwithstanding the foregoingprovisions of this Section 5, all amounts under this Agreement that (i) are payable to theExecutive due to the Executive’s Separation from Service, as described in Treasury Regulation§1.409A-1(h), for a reason other than the Executive’s death, (ii) are payable at a time when theExecutive is a “Specified Employee” as defined in Treasury Regulation §1.409A-1(i), and (iii)provide for a “deferral of compensation” as defined in Treasury Regulation §1.409A-1(b) underSections 6(b) and 6(e), shall be suspended for six (6) months following such Separation fromService. The Executive shall receive a lump sum payment of the amounts so suspended on the firstday following the six-month suspension period, subject to termination or reduction as set forth inSection 5(h).Section 6. Non-Disclosure; Return of Confidential Information and Other Property;Compliance with Laws.(a) Confidential Information; Non-Disclosure. At all times while the Executive isemployed by the Company or any of the Company’s subsidiaries or affiliates and at all timesthereafter, the Executive shall not (i) directly or indirectly disclose, provide or discuss anyConfidential Information with or to any Person other than those directors, officers, employees,representatives and agents of the Company or any of the Company’s subsidiaries or affiliates whoneed to know such Confidential Information for a proper corporate purpose, and/or (ii) directly orindirectly use any Confidential Information (A) to compete against the Company or any of theCompany’s subsidiaries or affiliates, (B) to the detriment of the Company or any of the Company’ssubsidiaries or affiliates, or (C) for the Executive’s own benefit or for the benefit of any Personother than the Company or any of the Company’s subsidiaries or affiliates. The Executive agreesthat all Confidential Information is and at all times shall remain the property of the Company orany of the Company’s subsidiaries or affiliates, as applicable.For purposes of this Agreement, the term “Confidential Information” means any and all of thefollowing, whether provided or disclosed to the Executive, prepared by the Executive or to whichthe Executive has been provided access by the Company or any of its representatives or agents,regardless of whether on, before or after the date of this Agreement:(i) any and all materials, records, data, documents, lists and information (whether inwriting, printed, verbal, electronic, computerized, on disk, CD, DVD or otherwise) (A) relating orreferring in any manner to the business, operations, affairs, financial condition, results ofoperation, assets, liabilities, sales, revenues, income, estimates, projections, budgets, policies,strategies, techniques, methods, products, developments, suppliers, vendors, relationships and/orcustomers of the Company or any of the Company’s subsidiaries or affiliates that are confidential,proprietary or not otherwise publicly available (other than through a breach of this Agreement bythe Employee or any other impermissible disclosure), or (B) that the Company or any of theCompany’s subsidiaries or affiliates has deemed confidential, proprietary or nonpublic; and(ii) without limiting the foregoing, any and all material nonpublic information of the Companywithin the meaning and intent of the federal securities laws; and(iii) without limiting the foregoing, any and all trade secrets of the Company or any of theCompany’s subsidiaries or affiliates; and(iv) any and all copies, summaries, analyses, extracts, documents or information (whetherprepared by the Company, the Employee or otherwise) which relate or refer to or reflect any of theitems set forth in (i), (ii) or (iii) above.
 
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(b) Return of Confidential Information and Other Property. The Executive covenantsand agrees (i) to return promptly to the Company, at the Company’s headquarters, all ConfidentialInformation that is still in the Executive’s possession or control on his last day of employmentwith the Company or the location of which the Employee knows (including, but not limited to, anyConfidential Information contained on the Executive’s personal or home computer), and (ii) toreturn promptly to the Company, at the Company’s headquarters, all vehicles, equipment, computers,personal data assistants, credit cards, keys, access cards, passwords and other property of theCompany that are still in the Executive’s possession or control on his last day of employment orthe location of which the Employee knows, and to cease using any of the foregoing on and after hislast day of employment.(c) Compliance with Laws. The Executive agrees, and shall ensure, that hisperformance of his duties and responsibilities under this Agreement shall be in compliance with alllaws, rules, regulations and other legal requirements, including, but not limited to, the ForeignCorrupt Practices Act. The Executive also agrees to comply with the Company’s code of businessconduct and ethics as currently in effect or as may hereafter be in effect from time to time. Inaddition, the Executive acknowledges and understands that, in the course of his performance ofduties and responsibilities under this Agreement, he may be provided or have access to ConfidentialInformation. Accordingly, the Executive shall not use such information as a basis to purchase,sell, hold or otherwise deal in any securities of the Company or to otherwise violate any federalor state securities laws.Section 7. Non-Competition.(a) The Executive hereby understands, acknowledges and agrees that, by virtue of his positionat the Company, he has or will have advantageous familiarity and personal contacts with thesuppliers, vendors, employees and customers (wherever located) of the Company and its subsidiariesor affiliates and has and will have advantageous familiarity with the Confidential Information andthe business, operations, affairs and strategies of the Company and its subsidiaries or affiliates.(b) For a period of one (1) year (or, in the event the Executive is entitled to receiveseverance payments over a period of twenty-four (24) months, then for a period of two (2) years)following his last day of employment with the Company, the Executive shall not, in any locationwithin the United States of America, directly or indirectly, or individually or together with anyother Person, as owner, shareholder, investor, member, partner, proprietor, principal, director,officer, employee, manager, agent, representative, independent contractor, consultant or otherwise:(i) engage in, or assist another Person in engaging in, any business, operation or activitywhich competes with any business, operation or activity that is conducted or actively beingdeveloped or pursued by the Company or any of its subsidiaries or affiliates (or which is in thesame or a similar line of business as the Company or any of its subsidiaries or affiliates) on hislast day of employment with the Company or during such one year (or, if the Executive is receivingseverance payments over a 24-month period, such two year) non-competition period, or that wasconducted or actively being developed or pursued by the Company or any of its subsidiaries oraffiliates at any time during the one (1) year period preceding his last day of employment with theCompany; or(ii) finance, operate or control any business, operation or activity which competes with anybusiness, operation or activity that is conducted or actively being developed or pursued by theCompany or any of its subsidiaries or affiliates (or which is in the same or a similar line ofbusiness as the Company or any of its subsidiaries or affiliates) on his last day of employmentwith the Company or during such one year (or, if the Executive is receiving severance payments overa 24-month period, such two year) non-competition period, or that was conducted or actively beingdeveloped or pursued by the Company or any ofits subsidiaries or affiliates at any time during the one (1) year period preceding his last day ofemployment with the Company; or
 
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(iii) offer or provide employment, hire or engage (whether on a full-time, part-time orconsulting basis or otherwise) any individual who is an employee of the Company or any of itssubsidiaries or affiliates on the last day of the Executive’s employment with the Company or whowas such an employee at any time during the one (1) year period preceding the Executive’s last dayof employment with the Company.(c) The Executive acknowledges the nationwide scope of the business of the Company and itssubsidiaries or affiliates. Nevertheless, in the event that any provision of Section 7(b) is foundby a court of competent jurisdiction to exceed the geographic or other restrictions permitted byapplicable law, then the court shall have the power to reduce, limit or reform (but not to increaseor make greater) such provision to make it enforceable to the maximum extent permitted by law, andsuch provision shall then be enforceable against the Executive in its reduced, limited or reformedmanner.In addition, the Company and the Executive agree that the provisions of this Section 7 shallbe severable in accordance with Section 13(e) hereof.(d) At all times while the Executive is employed by the Company, he shall not engage in, orassist another Person in engaging in (or finance, operate or control) any business, operation oractivity which is conducted or proposed to be conducted by the Company or any of its subsidiariesor affiliates (or which is in the same or a similar line of business as or competes with theCompany or any of its subsidiaries or affiliates).Section 8. Non-Solicitation.(a) The Executive hereby understands, acknowledges and agrees that, by virtue of his positionat the Company, he has and will have advantageous familiarity and personal contacts with thesuppliers, vendors, employees and customers (wherever located) of the Company and its subsidiariesor affiliates and has and will have advantageous familiarity with the Confidential Information andthe business, operations, affairs and strategies of the Company and its subsidiaries or affiliates.(b) For a period of one (1) year (or, in the event the Executive is entitled to receiveseverance payments over a period of twenty-four (24) months, then for a period of two (2) years)following his last day of employment with the Company, the Executive shall not, directly orindirectly, or individually or together with any other Person, as owner, shareholder, investor,member, partner, proprietor, principal, director, officer, employee, manager, agent,representative, independent contractor, consultant or otherwise:(i) solicit in any manner, seek to obtain, service or accept any business of any Person who isa customer of the Company or any of its subsidiaries or affiliates on the Executive’s last day ofemployment with the Company or during such one year (or, if the Executive is receiving severancepayments over a 24-month period, such two year) non-solicitation period or who was an existing orprospective customer of the Company or any of its subsidiaries or affiliates at any time during theone (1) year period preceding the Executive’s last day of employment; or(ii) request, encourage or advise any Person who is a customer, supplier, vendor or otherwisedoing business with the Company or any of its subsidiaries or affiliates on the Executive’s lastday of employment with the Company or during such one year (or, if the Executive is receivingseverance payments over a 24-month period, such two year) non-solicitation period, or who was anexisting or prospective customer of the Company or any of its subsidiaries or affiliates at anytime during the one (1)year period preceding the Executive’s last day of employment, to terminate, reduce, limit orchange their business or relationship with the Company or any of its subsidiaries or affiliates; or
 
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(iii) induce, request or attempt to influence any Person who is employed by the Company or anyof its subsidiaries or affiliates on the Executive’s last day of employment with the Company toterminate the employee’s employment with the Company or any of its subsidiaries or affiliates.(c) The Executive acknowledges the nationwide scope of the business of the Company and itssubsidiaries or affiliates. Nevertheless, in the event that any provision of Section 8(b) is foundby a court of competent jurisdiction to exceed the time, geographic or other restrictions permittedby applicable law, then the court shall have the power to reduce, limit or reform (but not toincrease or make greater) such provision to make it enforceable to the maximum extent permitted bylaw, and such provision shall then be enforceable against the Executive in its reduced, limited orreformed manner.In addition, the Company and the Executive agree that the provisions of this Section 8 shallbe severable in accordance with Section 13(e) hereof.(d) At all times while the Executive is employed by the Company, he shall not solicit in anymanner, seek to obtain, service or accept any business for or on behalf of a Person other than theCompany or any of its subsidiaries or affiliates.Section 9. Intellectual Property. The Executive understands, acknowledges andagrees that each and every invention, idea, concept, discovery, improvement, device, design,apparatus, practice, process, method, technique or product (whether or not patentable orcopyrightable) made, created, developed, perfected, devised, conceived, worked on or first reducedto practice by the Executive, either solely or in collaboration with others, during the period ofthe Executive’s employment with the Company (whether or not during regular working hours) relating,directly or indirectly, to the business, operations, affairs, products, practices, techniques ormethods of the Company or any of its subsidiaries or affiliates (the “Intellectual Property”) isand shall be the exclusive property of the Company or its subsidiaries or affiliates, asapplicable. The Executive hereby forever, unconditionally and irrevocably releases andrelinquishes any and all right, title and interest that he may have in and to the IntellectualProperty worldwide and hereby forever, unconditionally and irrevocably assigns to the Company orany of its subsidiaries or affiliates any and all of the Executive’s right, title and interest inand to the Intellectual Property worldwide. At the Company’s request and expense, the Executiveshall (a) execute any and all assignments, documents and other writings that the Company determinesare necessary to evidence ownership of the Intellectual Property in the Company, (b) execute anyand all applications and registrations of the Company for patents, trademarks and/or copyrightsrelating to the Intellectual Property, and (c) assist the Company in obtaining any and all patents,trademarks and copyrights that it desires relating to the Intellectual Property.Section 10. Periods of Noncompliance and Reasonableness of Periods. Therestrictions and covenants contained in Sections 7 and 8 of this Agreement shall be deemed not torun during all periods of noncompliance, the intention of the parties hereto being to have suchrestrictions and covenants apply during the full periods specified in Sections 7 and 8 of thisAgreement. The Company and the Executive understand, acknowledge and agree that the restrictionsand covenants contained in Section 7 and Section 8 of this Agreement are reasonable in view of theExecutive’s position at the Company, the competitive and confidential nature of the information ofwhich the Executive has or will have knowledge and the competitive nature of the business in whichthe Company and its subsidiaries and affiliates are or may be engaged.
 
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Section 11. Survival of Certain Provisions. Upon any termination of theExecutive’s employment with the Company, both the Company and the Executive hereby agree thatSections 1, 2, 3 and4 of this Agreement shall terminate and be of no force or effect (except for the definitionsof capitalized terms specified in such sections, which shall continue in effect as to thosesections of this Agreement that shall survive) and that Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13hereof shall continue to be in full force and effect and binding upon the Company or the Executive,as the case may be, in accordance with the respective provisions of such Sections. The existenceof any claim or cause of action of the Executive against the Company, whether predicated on thisAgreement or otherwise, shall not constitute a defense to the enforcement by the Company of thecovenants contained in Sections 6, 7 8 or 9 of this Agreement.Section 12. Certain Remedies. The Executive agrees that the Company willsuffer irreparable damage and injury and will not have an adequate remedy at law in the event ofany actual, threatened or attempted breach by the Executive of any provision of Sections 6, 7, 8 or9. Accordingly, in the event of a breach or a threatened or attempted breach by the Executive ofany provision of Sections 6, 7, 8 or 9, in addition to all other remedies to which the Company isentitled at law, in equity or otherwise, the Company shall be entitled to a temporary restrainingorder, a permanent or temporary injunction and/or a decree of specific performance of any provisionof Sections 6, 7, 8 or 9. In addition, in the event of any breach by the Executive of anyprovision of Sections 6, 7, 8, or 9, the Executive shall immediately repay to the Company allseverance payments paid to him under Section 5 hereof. The parties agree that a bond posted by theCompany in the amount of One Thousand Dollars ($1,000) shall be adequate and appropriate inconnection with such restraining order or injunction and that actual damages need not be proved bythe Company prior to it being entitled to obtain such restraining order, injunction or specificperformance. The foregoing remedies shall not be deemed to be the exclusive rights or remedies ofthe Company for any breach of or noncompliance with this Agreement by the Executive but shall be inaddition to all other rights and remedies available to the Company at law, in equity or otherwise.Section 13. Miscellaneous.(a) Binding Effect; Assignment. This Agreement shall be binding upon and inure to thebenefit of the Company and the Executive and their respective heirs, executors, representatives,successors and assigns; provided, however that neither party may assign this Agreement without theprior written consent of the other party hereto except that the Company may, without the consent ofthe Executive, assign this Agreement to any subsidiary, affiliate or successor of the Company inconnection with any merger, consolidation, share exchange, combination, sale of stock or assets,dissolution or similar transaction involving the Company. In the event of any such permittedassignment of this Agreement, all references to the “Company” shall thereafter mean and refer tothe assignee of the Company.(b) Waiver. Either party hereto may, by a writing signed by the waiving party, waivethe performance by the other party of any of the covenants or agreements to be performed by suchother party under this Agreement. The waiver by either party hereto of a breach of ornoncompliance with any provision of this Agreement shall not operate or be construed as acontinuing waiver or a waiver of any other or subsequent breach or noncompliance hereunder. Thefailure or delay of either party at any time to insist upon the strict performance of any provisionof this Agreement or to enforce its rights or remedies under this Agreement shall not be construedas a waiver or relinquishment of the right to insist upon strict performance of such provision, orto pursue any of its rights or remedies for any breach hereof, at a future time.(c) Amendment. This Agreement may be amended, modified or supplemented only by awritten agreement executed by all of the parties hereto.(d) Headings. The headings in this Agreement have been inserted solely for ease ofreference and shall not be considered in the interpretation or construction of this Agreement.
 
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(e) Severability. In case any one or more of the provisions (or any portion thereof)contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect any other provision ofthis Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceableprovision or provisions (or portion thereof) had never been contained herein; provided, however, ifany provision of Section 7 or 8 of this Agreement shall be determined by a court of competentjurisdiction to be unenforceable because of the provision’s scope, duration, geographic restrictionor other factor, then such provision shall be considered divisible and the court making suchdetermination shall have the power to reduce or limit (but not increase or make greater) suchscope, duration, geographic restriction or other factor or to reform (but not increase or makegreater) such provision to make it enforceable to the maximum extent permitted by law, and suchprovision shall then be enforceable against the appropriate party hereto in its reformed, reducedor limited form.(f) Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be an original, but such counterparts shall together constitute one and the sameagreement.(g) Construction. This Agreement shall be deemed to have been drafted by both partieshereto. This Agreement shall be construed in accordance with the fair meaning of its provisionsand its language shall not be strictly construed against, nor shall ambiguities be resolvedagainst, any party.(h) Entire Agreement. This Agreement, and the plans, programs, policies, procedures,rules, agreements and other documents referenced herein, as well as the Release attached hereto,constitute the entire understanding and agreement between the parties hereto relating to thesubject matter hereof and thereof and supersede all other prior understandings, commitments,representations, negotiations, contracts and agreements, whether oral or written, between theparties hereto relating to the matters contemplated hereby and thereby, as well as any term sheetsrelating to the possible terms of employment of the Executive.(i) Certain References. Whenever in this Agreement a singular word is used, it alsoshall include the plural wherever required by the context and vice-versa. All references to themasculine, feminine or neuter genders herein shall include any other gender, as the contextrequires. Unless expressly provided otherwise, all references in this Agreement to days shall meancalendar, not business, days.(j) Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed byand construed in accordance with the laws of the State of Indiana, without reference to any choiceof law provisions, principles or rules thereof (whether of the State of Indiana or any otherjurisdiction) that would cause the application of any laws of any jurisdiction other than the Stateof Indiana. Any claim, demand or action relating to this Agreement shall be brought only in acourt of competent jurisdiction in the State of Indiana. In connection with the foregoing, theparties hereto irrevocably consent to the jurisdiction and venue of such court and expressly waiveany claims or defenses of lack of jurisdiction of or proper venue by such court. THE COMPANY ANDTHE EXECUTIVE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TO THE MAXIMUM EXTENT PERMITTED BY LAWANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY DEMAND, CLAIM, ACTION, SUIT, PROCEEDING OR COUNTERCLAIMARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT.
 
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(k) Notices. All notices, requests and other communications hereunder shall be inwriting (which shall include facsimile communication) and shall be deemed to have been duly givenif (i) delivered by hand; (ii) sent by certified United States Mail, return receipt requested,first class postage pre-paid; (iii) sent by overnight delivery service; or (iv) sent by facsimiletransmission or electronic mail (except no e-mail notices or communications to the Company) if suchfax or e-mail is confirmed immediately thereafter by also mailing a copy of such notice, request orother communication by regular (not certified or registered) United States Mail, first classpostage pre-paid, as follows:       If to the Company:Chromcraft Revington, Inc.