**EXHIBIT 10.6**

 

**EMPLOYMENTAGREEMENT(Caryn Crump)**

** **

     THIS AGREEMENT made as of the 4th day of October, 2004,by and among Rock of Ages Corporation, a Delaware corporation, with a place ofbusiness at 772 Graniteville Road, Graniteville, Vermont (the"Company"), and Caryn Crump (the "Employee"), residing at115 N. 53rd Street, Omaha, Nebraska 68132.

FACTUAL BACKGROUND:

     A. Company wishes to employ Employee as anofficer of the Company, initially as Vice President/Marketing of the MemorialsDivision of the Company, reporting to the Chief Operating Officer of theMemorials Division of the Company, with principal responsibilities for the developmentand implementation of the Company's marketing strategy for its memorial products to increase sales of the Company's products within its memorialdistribution system (the "Position") and with such other executiveduties and responsibilities, and such other or different senior executivepositions, as Company may assign to Employee; and Employee wishes to acceptsuch employment subject to the terms and conditions of this agreement.

     B.  Company and its direct and indirectsubsidiaries, successors and assigns (herein referred to as the ROAC CorporateGroup) quarry, manufacture, sell and otherwise deal in granite, marble, bronzeand other memorials, monuments and other products, perform services relatedthereto, and market such products and services at wholesale and retail in the United  States and in various foreign countries (Company's "Business") andhave accumulated valuable and confidential information including trade secretsand know-how relating to technology, manufacturing procedures, formulas,machines, marketing plans, sources of supply, business strategies and otherbusiness records.

     C.  The agreement by Employee to enter into thecovenants contained herein is a condition precedent to the employment of Employee bythe Company in the Position; Employee hereby acknowledges said covenants andacknowledges that Employee's execution of this agreement is an express conditionof Employee's employment; and that said covenants are given as materialconsideration for such employment and the other benefits conferred upon Employee bythis agreement.

     D.   As used herein, the term"Company" shall refer to Company and, where applicable, to any member of the ROAC Corporate Group forwhich Employee may from time to time be performing services under thisagreement.

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     NOW, THEREFORE, in consideration of theforegoing, the employment provided hereunder, and other valuable consideration,receipt of which is hereby acknowledged, the parties hereto agree as follows:

     1.  EMPLOYMENT.  Company agrees to employEmployee, and Employee accepts employment in the Position, reporting to theChief Operating Officer of the Memorials Division of the Company, all upon theterms and conditions hereinafter set forth.

     2.  DUTIES AND POLICIES.

          (a)  DUTIES.  The Employee agrees to devote herfull time and best efforts to Employee's employment duties in the Position orsuch other or different positions to which Employee may be assigned during theTerm (as hereinafter defined), and to such other duties as may be assigned toEmployee from time to time by Company. Notwithstanding the foregoing, theEmployee may, subject to the provisions of the Company's Code of BusinessConduct and Ethics and with the approval of the Chief Operating Officer of theMemorials Division, serve as a director or officer of an organization or entitynot in a competing business with the Company; deliver lectures, write articles orbooks, or fulfill speaking engagements; engage in charitable and communityactivities, provided, in each case, that such activities do not interfere withthe performance of Employee's duties hereunder.

          (b)  POLICIES.  Employee agrees to abide by thepolicies, rules, regulations or usages applicable to Employee as establishedby Company and the ROAC Corporate Group, from time to time and provided toEmployee in writing (collectively, the Company's "Policies").

          (c)  COMPANY LOCATIONS. Employee shall be primarilyassigned to the Company's Graniteville, Vermont office, but the Employeemust be available for regular travel, meetings and temporary functions at customers,and other Company and ROAC Corporate Group locations as may be required tofulfill the duties and responsibilities of the Position.

           3. TERM.  The term of this agreement (the"Term") shall be five (5) years, beginning on the date first above written, unless terminatedearlier as hereinafter provided.

           4.  COMPENSATION. For all services to berendered by Employee in any capacity hereunder, the Company shall pay Employee thefollowing:

          (a)  SALARY.  The Company shall pay Employee anannual salary of Two Hundred Twenty Five Thousand Dollars ($225,000), lesswithholding and other taxes required by federal and state law (the "AnnualBase Salary"), payable in equal monthly installments. Employee shall beeligible to receive increases in Employee's Annual Base Salary pursuant toperiodic salary reviews consistent with Company's corporate policies, with the first such review to be made as of January 1, 2006;it being understood such increases are not guaranteed, but are subject toEmployee's job performance and the determination by the Company, in its solediscretion, to award salary increases to Employee.

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           (b)  BONUS.  Employee may also be awarded a bonusor bonuses from time to time during the Term in such amounts, if any, and at suchtime, if any, as the Company may determine, in its sole discretion, to awardsuch bonuses. Employee's annual bonus target shall be up to 50% of Annual BaseSalary, with performance criteria to achieve the bonus target to be set by theCOO of the Memorials Division or such other person as may be designated by theCompany from time to time.

           5.  FRINGE BENEFITS. During the term of thisagreement, Employee shall be entitled to participate in such fringe benefits as, fromtime to time, may be applicable to the Company's similarly situated employees,subject to the terms and conditions of such fringe benefit plans. The Employee's"Initial Fringe Benefits" include those listed on EXHIBIT 5 attachedhereto and incorporated herein by reference. The Initial Fringe Benefits may bephased out and terminated and the Company may substitute for the Initial FringeBenefits such different and/or additional fringe benefits as the Company fromtime to time, after the date hereof, makes available for the Company'ssimilarly situated employees.

          Fringe benefits as used in this section do notinclude cash compensation, stock options or other compensation. The Company reservesthe right to modify, eliminate or change fringe benefits in its discretion.Fringe benefits provided to Employee will, however, generally be not lessadvantageous to Employee than those provided by Company to its similarly situatedemployees.

         6.  INCENTIVE STOCK OPTIONS. The Company,subject to approval by the Rock of Ages Corporation ("ROAC")Compensation Committee, will grant Employee incentive stock options under theRock of Ages Corporation Amended and Restated 1994 Stock Plan (the "OptionPlan") for Twenty Five Thousand (25,000) shares of ROAC Class A Common Stock,One Cent ($.01) par value, at a price per share authorized and approved by thegrant by the ROAC Compensation Committee, namely the closing price of the ROACClass A Common Stock on the date of grant in accordance with ROAC's 1994 StockPlan (the "Plan"), by ROAC and Employee of ROAC's standard form StockOption Agreement, which will provide that the term of the option will be forten (10) years, and that the options will vest in equal installments over threeyears, commencing one year from date of grant.

        7.  TERMINATION.

        (a)  TERMINATION BECAUSE OF DEATH OR TOTALDISABILITY. This agreement will terminate automatically upon the date ofEmployee's Death or Total Disability. Employee shall be deemed to have incurred aTotal Disability:

               (i)  if Company maintains a long term disabilitypolicy in effect for the benefit of Employee, on the date when theEmployee shall have received total disability benefits under saidpolicy for a period of six (6) months;

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               (ii) if no such long term disability insurancepolicy is in effect on the date when Employee suffers from aphysical or mental disability of such magnitude and effect thatEmployee is unable to perform the essential functions of Employee'sassigned Position notwithstanding reasonable accommodation and suchdisability continues during a period of twelve (12) continuous or noncontinuousmonths within the eighteen (18) month period beginning onthe first day of the month in which the first day of disabilityoccurs;

               (iii)  if Employee illegally uses drugs and, as aresult, performance of Employee's duties and/or employmentwith Company is in any way impaired; or

               (iv) on the date when Employee receives morethan twelve (12) weeks of payments under the Social Security Actbecause it is determined by the Social Security Administration thatEmployee is totally disabled.

Total Disability as set forth in subsections (ii) or (iii)above shall be deemed to have occurred upon the written certification toCompany thereof by the Employee's personal physician, which certification maybe requested in writing by Company. If Employee does not have a personalphysician or refuses to consult with Employee's personal physician, Company mayselect a licensed physician, board-certified in internal medicine or familypractice, at its cost, to examine the Employee, which physician shall, forpurposes hereof, be deemed to be the Company's physician; provided, that ifEmployee refuses to be examined by the Company's physician within thirty (30)days after the physician's appointment by Company, then Employee may beconclusively presumed to have become Totally Disabled as of the close of suchthirty (30) days period. If Employee disagrees with the opinion of Companyphysician, then Employee may select a second licensed, board-certifiedphysician, at Employee's cost, to examine Employee. If said two (2) physiciansdisagree as to whether Employee is Totally Disabled, then the personalphysician and the Company shall then select a third licensed, board-certifiedphysician, with the cost of this third physician to be split between Companyand Employee, to examine Employee. Upon examination of Employee by the three(3) physicians, each physician shall render an opinion with respect to thecondition of Employee in regards to Employee's Total Disability, and theopinion of a majority of the physicians shall be binding upon all parties.

     (b)  TERMINATION BY THE COMPANY OR EMPLOYEE. TheCompany may terminate this agreement with or without cause and by givingEmployee thirty (30) days prior written notice. In the event of termination ornotice of termination by Company without cause, or in the event that Employeeterminates this agreement for "Good Reason" (defined below) Employee will beentitled to the following: (i) the then current Annual Base Salary, payable in12 equal monthly installments (less applicable withholdings), with the firstsuch installment being due on the 15th day of the month followingthe date of such termination and subsequent payments being made on the same dayof each of the following months; (ii) earned but unpaid bonus (if any) for theyear in which this agreement is terminated, prorated to date of termination andpayable when such bonuses are normally paid; (iii) continuation of health carecoverage at active employee contribution rates for a period of 2 yearsfollowing the date of termination of this agreement, provided, however, thathealth care coverage shall cease if the Employee or Employee's spouse becomeseligible for health care coverage at another employer; (iv) reimbursement foroutplacement services in an aggregate amount not to exceed $5,000. Said paymentsshall release the Company from any further obligations under this agreement. 

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Termination of Employee by the Company for (1) abandonmentby the Employee of, or chronic, habitual or continuous failure by Employee toperform, over a period of thirty (30) or more days, Employee's duties as anemployee hereunder; (2) violation, default or breach of any of Employee'smaterial covenants and agreements hereunder; (3) Employee's material failure toobserve, comply with or to abide by the Company's Policies after written noticeand a reasonable opportunity to cure; (4) embezzlement or other theft of corporateproperty; (5) drug, alcohol or other substance abuse, (6) sexual harassment,battery or other criminally actionable offense by Employee against an employeeor customer of the Company; or (7) Employee's conviction of any felony whileemployed by the Company shall constitute and be in all respects termination forcause by the Company. In the event that Employee's employment hereunder isterminated with cause, or in the event that Employee resigns in lieu of suchtermination, Employee shall not be entitled to payment of any furthercompensation, salary or benefits under the terms of this agreement (includingthe termination payment described above) except (i) Annual Base Salary to dateof termination; (ii) any vested benefits under the then current Companyemployee benefit plans; (iii) accrued but unused vacation; and (iv) any benefitcontinuation or conversion rights under the then current Company employeebenefit plans.

Employee may resign from employment at any time for anyreason and terminate this agreement by giving thirty (30) days written noticeto Company of such intention. In such event, Company may, in its discretion,permit Employee to work through the notice period or accept the Employee'simmediate resignation. In the event of a resignation by Employee, Employeeshall not be entitled to payment of any further compensation, salary orbenefits under the terms of this agreement (including the termination paymentdescribed above) except (i) Annual Base Salary to date of termination; (ii)earned but unpaid bonus for the year prior to the date of termination; (iii)any vested benefits under the then current Company employee benefit plans; (iv)accrued but unused vacation; and (v) any benefit continuation or conversionrights under the then current Company employee benefit plans.

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For the purposes of this section 7, "Good Reason" shall meanthe occurrence, without Employee's consent, of any of the following events orcircumstances: (a) any material breach by the Company of this agreement; (b)any material diminution in the Employee's position, authority or responsibilitieswith the Company; or (c) a change by the Company in the location of theEmployee's office at Graniteville, Vermont to a new location that is both (i)outside a radius of 50 miles from the Employee's principal residence in Vermontand (ii) more than 50 miles from the Employee's office in Graniteville,Vermont. 

    (c) TERMINATION IN CONNECTION WITH A CHANGE INCONTROL. If the Employee's employment hereunder is terminated (x) by theCompany (other than a termination due to Employee's death, Disability or forcause) within 12 months after a Change in Control, or (y) by the Employee forGood Reason within 12 months after a Change in Control, then (1) the Companyshall pay to the Employee a lump sum in cash within 15 days after the effectivedate of termination equal to one (1) times the then current Annual Base Salary,plus the benefits referenced in section 7(b)(ii), (iii) and (iv) and (2)immediately prior to the effective date of such termination, any outstandingoptions granted to Employee pursuant to the Option Plan shall fully vest andbecome immediately exercisable.

      For the purposes of this Agreement, a "Change inControl" shall mean:

          (i) the acquisition by any individual or entity, or by any "group" or "person"(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities ExchangeAct of 1934, as amended (the "Exchange Act")) (an individual or entity or anysuch group or person, a "Person"), of beneficial ownership (within the meaningof Rule 13d-3 promulgated under the Exchange Act) after the date of thisAgreement of 50% or more of the combined voting power of the then outstandingvoting securities of the Company entitled to vote generally in the election ofdirectors (the "Outstanding Company Voting Securities"); provided, however,that for purposes of this paragraph (i), the following acquisitions shall notconstitute a Change in Control: (1) any acquisition directly from the Company;(2) any acquisition by the Company or by any entity controlled by the Company;(3) any acquisition by an employee benefit plan (or related trust) sponsored ormaintained by the Company or by any entity controlled by the Company; (4) anyacquisition pursuant to a transaction which satisfies the criteria set forth inclauses (A), (B) and (C) of paragraph (iii) below; or (5) any acquisition byKurt M. Swenson or his siblings, any Permitted Transferee (as defined in theCompany's Amended and Restated Certificate of Incorporation as in effect as ofthe date of this Agreement) of Kurt M. Swenson or his siblings, any Personcontrolled by any such Person(s) or any group of which any such Person is amember (any of the Persons described in this clause 5 being referred to as an"Excluded Person"); or

      (ii)individuals who, as of the date of this Agreement, constitute the Board (the"Incumbent Board"), cease for any reason to constitute at least a majority ofthe Board, other than in connection with a transaction between or among theCompany and any Excluded Person(s) (an "Excluded Transaction"); provided, however,that any individual becoming a director after the date of this Agreement whoseelection, or nomination for election by the Company's stockholders, wasapproved by a vote of at least the majority of the directors then comprisingthe Incumbent Board (other than such an individual becoming a director whoseinitial assumption of office is in connection with an actual or threatenedelection contest, including but not limited to a consent solicitation, relatingto the election of directors of the Company) shall be considered for allpurposes of this definition of "Change in Control" as though such individualwere a member of the Incumbent Board; or

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       (iii)consummation by the Company of a merger or consolidation other than a merger orconsolidation constituting an Excluded Transaction (a "Business Combination"),unless, immediately following consummation of such Business Combination, (A)the Outstanding Company Voting Securities immediately prior to consummation ofsuch Business Combination continue to represent (either by remainingoutstanding or by being converted into voting securities of the survivingentity in such Business Combination, or of the ultimate parent entity of suchsurviving entity if such surviving entity has any direct or indirect parent entitiesimmediately following consummation of such Business Combination) more than 40%of the combined voting power of the then outstanding securities or otherinterests entitled to vote generally in the election of directors or othergoverning body of such surviving entity (or of the ultimate parent entity ofsuch surviving entity if such surviving entity has any direct or indirectparent entities immediately following consummation of such BusinessCombination); (B) no Person (excluding any (1) Excluded Person, (2) direct orindirect parent entity of the surviving entity in such Business Combination and(3) employee benefit plan (or related trust) of the Company (including theCompany as the surviving entity in such Business Combination) or of anysubsidiary of the Company) beneficially owns (within the meaning of Rule 13d-3promulgated under the Exchange Act), directly or indirectly, securities orother interests representing 50% or more of the combined voting power of theoutstanding securities or other interests entitled to vote generally in theelection of directors or other governing body of such surviving entity (or ofthe ultimate parent entity of such surviving entity if such surviving entityhas any direct or indirect parent entities immediately following consummationof such Business Combination); and (C) at least half of the members of theboard of directors or other governing body such of surviving entity (or of theultimate parent entity of such surviving entity if such surviving entity hasany direct or indirect parent entities immediately following consummation ofsuch Business Combination) were members of the Incumbent Board at the time ofthe execution of the initial agreement, or of the action of the Board,providing for such Business Combination; or 

     (iv)  thestockholders of the Company approve a plan of complete liquidation ordissolution of the Company or consummation of the sale or disposition by theCompany of all or substantially all of the Company's assets, other than a saleor disposition by the Company of all or substantially all of the Company'sassets to an entity or an entity at least 60% of the combined voting power ofthe voting securities of which are beneficially owned (within the meaning ofRule 13d-3 promulgated under the Exchange Act), directly or indirectly, bystockholders of the Company in substantially the same proportions as theirownership of Outstanding Company Voting Securities immediately prior to suchsale.

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     As used in the foregoing definition of "Changeof Control," "control" or "controlled" shall have the meaning set forth in Rule405 under the Securities Act of 1933, as amended.

     8.   NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Employee acknowledges that during Employee's employment, Employee will becomefully familiar with all aspects of Company's Business and the ROAC CorporateGroup's businesses, and will obtain access to confidential and proprietaryinformation relating to such businesses. Employee understands, agrees andcovenants that such information is valuable and Employee has no propertyinterest in it. Therefore, Employee covenants and agrees that during Employee'semployment with Company and thereafter, Employee will not use, disclose,communicate or divulge such information to any person not employed by Companyand the ROAC Corporate Group, or use such information except as may benecessary to perform Employee's duties as an Employee under this agreement. Employee's obligations in this section shall survive the expiration of the Termof this agreement and/or termination of Employee's employment under thisagreement for any reasons whatsoever.

    9.  NON-SOLICITATION OF EMPLOYEES, CLIENTS ANDCUSTOMERS. During the Term of this agreement and for the period of Employee'snon-competition covenant set forth in Section 11 hereof, following thetermination of this agreement, Employee agrees not to, on Employee's own behalfor on behalf of any other person, corporation, firm or entity, directly orindirectly, solicit or induce any client, customer, employee or salesrepresentative of Company or the ROAC Corporate Group to stop doing businesswith or to leave any of the said companies for any reason whatsoever or to hire any of said companies' employees.

   10.  RETURN OF PROPERTY. Upon termination ornon-renewal of this agreement for any reason, employee agrees to immediatelyreturn all Company and ROAC Corporate Group property, whether confidential ornot, without keeping copies or excerpts thereof, including, but not limited to, computers,printers, customer lists, samples, product information, financial information,price lists, marketing materials, keys, credit cards, automobiles, technicaldata, research, blueprints, trade secrets information, and all confidential orproprietary information.

   11.  NON-COMPETITION COVENANT BY EMPLOYEE. Company and Employee agree that the Company and the ROAC Corporate Group arecurrently engaged in the business of quarrying, manufacturing, lettering,setting, marketing and selling at need and pre-need granite, bronze and othermemorials and monuments and related products and services at wholesale and at retail (hereincollectively referred to as the "Restricted Business") and Companyis, or during the Term intends to be, engaged in the Restricted Business inevery state of the United States as of the date of this agreement and hashereby hired the Employee to help expand and grow the Restricted Business. Therefore, the restricted territory shall include all the states of the United  States (the "Restricted Territory"). Accordingly, as a material andessential inducement to Company to hire the Employee and in consideration ofCompany's agreements with the Employee under this agreement, Employee agreesthat during the Term of this agreement and, if this agreement is terminated forany reason, lapses, is not renewed for any reason, or Employee is not employed(with or without a written contract) by Company after the end of the Termhereof for any reason, then, in any such case, for a period equal to two (2)years thereafter Employee will not, in the Restricted Territory, directly orindirectly, in any manner whatsoever:

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        (a) compete with Company, its successors andassigns, or the ROAC Corporate Group, its successors and assigns, in theRestricted Business, in the Restricted Territory;

        (b) engage in the Restricted Business, exceptas an employee of Company or the ROAC Corporate Group, in the RestrictedTerritory;

        (c) have any ownership interest in (other thanthe ownership of less than five percent (5%) of the ownership interests of acompany whose stock or other ownership interests are publicly traded) any businessentity which engages, directly or indirectly, in the Restricted Businessin the Restricted Territory except for any ownership interest owned byEmployee during the Term of this agreement, and after termination of this agreement, inthe Company or in any member of the ROAC Corporate Group;

        (d)  contract, subcontract, work for, solicitwork from, solicit Company or ROAC Corporate Group employees for, or solicitcustomers for, advise or become affiliated with, any business entity which engagesin the Restricted Business in the Restricted Territory except as an employeeof Company or of the ROAC Corporate Group; or

        (e) lend money or provide anything of value toany entity which engages in the Restricted Business in the Restricted Territory.

        The term "compete" as used in this Section 11means engage in competition, directly or indirectly, either as an employee, officer,director, owner, agent, member, consultant, partner, sole proprietor, stockholder,or any other ownership form or other capacity.

        While the restrictions as set forth herein and in Sections8, 9 and 11 are considered by the parties hereto to be reasonable in allcircumstances, it is recognized that any one or more of such restrictions mightfail for unforeseen reasons. Accordingly, it is hereby agreed and declared thatif any of such restrictions shall be adjudged to be void as unreasonable inall circumstances for the protection of Company and the ROAC Corporate Groupand their interests, but would be valid if part of the wording thereof weredeleted, the period thereof reduced, or the range of activities or area dealtwith reduced in scope, such restrictions shall apply with the minimum modificationas may be necessary to make them valid and effective, while still affording toCompany and the ROAC Corporate Group the maximum amount of protectioncontemplated thereby.

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       Employee represents that he has carefully reviewedEmployee's restrictive non-competition covenant set forth in this Section 11 andthe non-disclosure covenant in Section 8 and the non-solicitation covenant inSection 9 and has determined that these covenants will not impose unduehardship, financial or otherwise, on Employee; that their Restrictive Territory andduration will not impose a hardship on Employee; that they protect Company'sand the ROAC Corporate Group's legitimate interests in their investmentin Employee and in their goodwill of their Restricted Business; and that in Employee'sopinion Employee not being able to compete in the Restrictive Territoryfor the duration of Employee's covenants will not be injurious to the publicinterest.

      Employee agrees that Employee's breach of Employee'scovenants in Sections 8, 9, 10 and 11 will cause irreparable harm to Company andthe ROAC Corporate Group.

     12. LOYALTY. Employee shall devote Employee'sfull time and best efforts to the performance of Employee's employment under thisagreement. During the term of this agreement, Employee shall not at any time orplace whatsoever, either directly or indirectly, engage in the RestrictedBusiness or any other professional or active business to any extent whatsoever,except on or pursuant to the terms of this agreement, or with the prior writtenconsent of Company.

     Employee agrees that he will not, while this agreement is ineffect, do any unlawful acts or engage in any unlawful habits or usageswhich injure, directly or indirectly, Company and its business or the ROACCorporate Group and its businesses.

    13. GOVERNING LAW, JURISDICTION AND VENUE. Thisagreement shall be governed by and construed in accordance with the laws of theState of Vermont.

    14.  HEADINGS. The descriptive headings of theseveral sections of this agreement are inserted for convenience of reference only andshall not control or affect the meanings or construction of any of theprovisions hereof.

    15.  SEVERABILITY AND VIOLATION OF LAWS. If anyprovision of this agreement shall be held invalid or unenforceable according tolaw, such provision shall be modified to the extent necessary to bring itwithin the legal requirements. Any such invalidity or unenforceability shall not affect theremaining provisions of this agreement, and such remaining provisions shall continuein full force and effect.

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    16.  SPECIFIC PERFORMANCE. The Employee herebyagrees and stipulates that it would be impossible to measure in monetary termsthe damages which would be suffered by Company in the event of any breach by Employeeof Sections 8, 9, 10, 11 and 12 of this agreement. Therefore, if the Companyshall institute any action in equity to enforce such sections of thisagreement, the Employee hereby waives any claim or defense that the Company hasan adequate remedy at law, and the Employee agrees that the Company is entitledto specific performance of such terms of the agreement.

     17.  NOTICES. Any notice or other communicationrequired or permitted under this agreement shall be in writing and shall be deemed tohave been duly given (i) upon hand delivery, or (ii) on the third day followingdelivery to the U.S. Postal Service as certified or registered mail, returnreceipt requested and postage prepaid, (iii) on the first day followingdelivery to a nationally recognized United States overnight courier servicesfor next business day delivery with fee prepaid, or (iv) when telecopied orsent by facsimile transmission if an additional notice is also given under (i),(ii) or (iii) above within three (3) days thereafter. Any such notice or communicationshall be directed to a party at its address set forth below or at such otheraddress as may be designated by a party in a notice given to all other partieshereto in accordance with the provisions of this section.

FOR THE COMPANY: 

Rudolph R. WrabelPresident and COO/Memorials DivisionRock of Ages Corporation772 Graniteville RoadGraniteville, Vermont 05654Telephone: (802) 476 3121Telecopy:   (802) 476 3110

With a copy to:

Michael B. TuleVice President/General CounselRock of Ages Corporation369 North State StreetConcord, NH 03301Telephone: (603) 225-8397Telecopy:   (603) 225-4801

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FOR THE EMPLOYEE:

Caryn Crump115 N. 53rdStreetOmaha, Nebraska 68132

      18.ASSIGNMENT. The rights and obligations ofCompany together with its obligations and all of Employee's covenants and agreementshereunder may be assigned by Company to any parent, subsidiary or otheraffiliate of the Company by operation of law or by contractual assignment; provided,however, that the Company shall continue to guarantee the obligations,agreements, duties and covenants hereunder. The rights and obligations ofEmployee under this agreement are not assignable.

     19. COMPLETE AND ENTIRE AGREEMENT. Thisagreement contains all of the terms agreed upon by the parties with respect tothe subject matter hereof and supersedes all prior agreements, representations andwarranties of the parties as to the subject matter hereof.

     20. AMENDMENTS. This agreement may be amended,or any provision of the agreement may be waived, provided that any such amendment orwaiver will be binding on the parties only if such amendment or waiver is setforth in a writing executed by all parties hereto. The waiver by any partyhereto of a breach of any provision of this agreement shall not operate or beconstrued as a waiver of any other breach.

     21.  SURVIVAL. Sections 7(b) and (c), 8, 9, 10,11, 12, 13, 15, 16, 17, 21 and 22 shall survive expiration of the Term of thisagreement and/or termination of Employee's employment under this Agreement.

** [REMAINING SPACELEFT BLANK INTENTIONALLY]**

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****    22.  ARBITRATION.  The parties agree to submitany claim, action, grievance or controversy (the "Grievance") arisingunder or out of this Agreement to final and binding arbitration in accordancewith the Employment Dispute Resolution Rules of the American ArbitrationAssociation. A request for arbitration must be filed with the AmericanArbitration Association within six (6) months after the grieving party knew orhad reason to know of the events giving rise to the Grievance, and a copy ofthe arbitration request must be served upon the other party in accordance withSection 17. The decision of the arbitrator on any Grievance submitted underthis Section 22 will be final and binding on the parties. The cost of thearbitrator and arbitration proceedings shall be borne equally by the parties,and the arbitration shall be conducted in Burlington, Vermont. The parties agreethat the arbitrator shall have no authority to add to, subtract from or modifyin any way, the terms or provisions of this agreement. 

     IN WITNESS WHEREOF, the parties hereto have executedthis agreement, all as of the date first written above.

|    |   |  ROCK    OF AGES CORPORATION                                                                                                                        |
|---------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                     |
|    |   | By: /s/    Rudolph R. Wrabel                                                                                                                             |
| Witness |   |         Rudolph R. Wrabel, President     and Chief Operating Officer/     Memorials Division |
|    |   |                                                                                                                                                     |
|    |   | /s/    Caryn Crump                                                                                                                                       |
| Witness |   | Caryn Crump                                                                                                                                              |

 

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**EXHIBIT 5**

**To EmploymentAgreement of**

**Caryn Crump**

 

INITIAL FRINGE BENEFITS: The following is a list of thefringe benefits provided to the Employee. These benefits may be phased out andterminated and the Company may substitute for the Initial Fringe Benefits such differentand/or additional fringe benefits as the Company from time to time, after thedate hereof, makes available for the Company's similarly situated employees.Please see the Rock of Ages Corporation Employee Resource Manual of Policiesand Benefits and/or the actual benefit plans for further information.

LIFE INSURANCE. One and one-half times annual salaryrounded to nearest $1,000 (maximum currently $280,000). At retirement, coveragereduces to 50% with maximum of $60,000. Fully paid by company. See plan foractual details.

MEDICAL INSURANCE.&nbps; Dual choice: Indemnity plan withvision care or a managed plan with vision care and a dental plan option. Company pays 83% for the indemnity plan and 95% for the managed plan (88% withthe dental plan option). See plan for actual details.

VACATION. Four weeks or such greater amount as isdetermined by you to be reasonably necessary and is approved by the Chief ExecutiveOfficer.

HOLIDAYS. Ten annually.

SICK LEAVE. Up to 10 days paid time off per year forthe illness or injury of the employee only.

LONG TERM DISABILITY. Provides 60% of base salary after26 weeks of short-term disability. Five day waiting period unlesshospitalized. See plan for actual details.

PENSION. Final five year average base salary X .018plus final five year average excess social security compensation X .004% Xyears of service (30 maximum) = monthly benefit payable at normal retirement(age 65), life zero years certain. Other options actuarially reduced forcontinuation to spouse/beneficiary. 100% vesting when employed five years.Early retirement benefits available at or after age 55 assuming employee has 10years of service. Benefit actuarially reduced for early retirement. Eligibleafter one year of service per plan. Fully paid by company. See plan for actualdetails.

401K PLAN. Optional pension benefit allows employee todefer pretax up to 100% of income (subject to statutory maximum) into a choiceof fifteen investment funds. Company matches 25% on the first $1,000 deferredand 10% on deferrals over $1,000. Employee is eligible to participate as ofthe first of the quarter following one year of employment. See plan for actual details.

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CAR. Company car provided by purchase or lease asapproved by COO/Memorials Division. All gas, maintenance, insurance and repairspaid by company. Company follows actual IRS audit instructions regardingtreatment of personal use of car.

BUSINESS EXPENSES. All ordinary and necessary businessexpenses are reimbursed in full by the Company based on submission ofexpense reimbursement forms.

MOVING EXPENSES. Any moving expenses, including thereal estate commission on the sale of Employee's house in the Omaha, Nebraska area,closing costs, professional mover fees, packing and unpacking of householdgoods, etc., will be reimbursed in full by the Company. Taxable moving expensereimbursements shall be "grossed up" to cover the estimated additional taxliability incurred by Employee as a result of such reimbursements.

CELL PHONE & CALLING CARD. A cell phone and phone calling card will beprovided and all usage charges paid by the Company.

 AIR TRAVEL. Frequent flyer miles earned are retained bythe employee. Employees are expected to fly economy class for domesticflights and personally pay for additional charges for, or upgrades to, first classor business class. International flights are by business class. Exceptions tothis policy may be approved by the Chief Executive Officer for specialsituations.

 

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**EXHIBIT 10.8**

**Summary of 2005Compensation for ExecutiveOfficers and Non-Employee Directors**

** **

**Executive Officer Compensation**

In February 2005, the Compensation Committee of the Board ofDirectors of Rock of Ages Corporation (the "Company"), approved the2005 compensation for the Company's executive officers. The table below setsforth 2005 compensation and potential bonus award values under the Company'sExecutive Management Bonus Plan (the "Bonus Plan"), as well ascertain other compensation.

** **

| ** **

**Name and Title**                                                                           | **Annual Salary (1) ** | ** Bonus (2)** | ** **

**Other Compensation (3)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------------------------------------------------------------------------------------------|-----------------------------|---------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                          |                             |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Caryn A. Crump  Senior Vice President of  Marketing/Memorials Division                                   | $225,000                    | —              | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Douglas S. Goldsmith  Senior Vice President,  Chief Financial Officer, Treasurer and Assistant Secretary | $185,004                    | —              | —
Jon M. Gregory  President and Chief  Operating Officer/Quarry Division

$420,004 (4)

—
—
Donald Labonte  President/North American  Manufacturing

$195,000

—

—

Kurt M. Swenson  Chairman, President and CEO

$485,000 (4)

—
—

Michael B. Tule  Senior Vice  President/General Counsel & Secretary

$160,000

—
—
Rick Wrabel  President and Chief  Operating Officer/ Memorials Division

$320,004

—
—
 

(1)

Effective as of January 1, 2005.

 

 

(2)

Executive officers may receive bonuses in amounts  determined at the discretion of the Compensation Committee, based on the  attainment of certain corporate performance measures, as well as the  performance of each executive.

 

 

(3)

Mr. Wrabel and Ms. Crump will receive payments during 2005  to assist in defraying the cost of certain temporary living expenses. It is  not possible to determine the amount of those payments at this time.

 

 

(4)

Includes $100,000 of salary for each of Mr. Swenson and  Mr. Gregory earned but deferred at their election pursuant to the Rock of Ages  Corporation Key Employees Deferred Salary Plan. 

 

The executive officers are also eligible to participate inthe Company's employee benefit plans, which include health, dental, life andlong-term disability insurance; vacation leave; Company designated holidays;and the ability to participate in the Company's 401(k) Plan and its definedbenefit retirement plan.

**Non-Employee Director Compensation**

For 2005, non-employeedirectors will receive the following annual compensation, which has beenapproved by the Company's Board of Directors and remains unchanged from 2004:

**Cash Compensation**

 
- Annual Retainer of $20,000
- $1,000 for each regularly     scheduled board meeting (including committee meetings) 
- $1,500 annual retainer for     each committee chairman 
- Reimbursement for     reasonable expenses incurred in connection with attending board and     committee meetings.

 

 

 

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