Unassociated Document


     

    
      
        Exhibit
10 (iii) (A)

      

      
 

       

      EXECUTIVE
COMPENSATION AND NON-COMPETITION AGREEMENT

       

      AGREEMENT
made this 28th day of May, 2009, effective as of January 1, 2009, by and between
Drew Industries Incorporated, a Delaware corporation (the “Corporation”) and
Fredric M. Zinn (the “Executive”).

      


      WITNESSETH:

       

      WHEREAS,
effective May 28, 2008, the Executive was appointed President of the
Corporation, and effective January 1, 2009, the Executive was appointed Chief
Executive Officer of the Corporation; and

      


      WHEREAS,
the Corporation and the Executive have agreed on certain compensation and
benefits to be provided to the Executive in consideration for his services to
the Corporation and its subsidiaries (collectively, the “Affiliated Companies”);
and

      


      WHEREAS,
the Corporation does not wish the Executive to compete against the Affiliated
Companies,

      


      NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, it is agreed as follows:

      


      1.    Employment.  The
Corporation agrees to employ the Executive, and the Executive agrees to serve
the Corporation, as President and Chief Executive Officer.  The
Executive will perform his duties on behalf of the Corporation at the principal
executive offices of the Corporation in White Plains, New
York.  Relocation of the Corporation’s executive offices is subject to
approval of the Corporation’s Board of Directors, and the Executive shall at no
time be required to change the locale of his residence without his
consent.

      


      2.    Employment-At-Will.  The
Executive shall be an employee-at-will, and this Agreement shall not constitute
an obligation of the Executive or the Corporation to continue the Executive’s
employment for any period.

      


      3.    Duties.  The
Executive shall exert his best efforts and, subject to the terms and provisions
hereof, shall devote substantially all of his time, attention, skills and
efforts to the business and affairs of the Affiliated Companies and will use his
best efforts to promote the interests thereof. Consistent with the foregoing,
the Executive shall not be precluded from giving appropriate attention to his
personal and financial affairs. The Executive shall act in accordance with the
policies of the Corporation as determined from time-to-time by its Board of
Directors consistent with this Agreement, and shall perform such services and
duties as the Board of Directors may from time-to-time direct consistent with
this Agreement.  Performance of the Executive’s services will be
reviewed annually by the Corporation’s Compensation Committee.

      


      
        
          
          

        

        
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      4.    Compensation.

      


      4.1    The
Corporation agrees to pay the Executive for his services hereunder a salary
(“Base Salary”) of Five Hundred Thousand ($500,000) Dollars annually, of which
$450,000 will be paid in cash according to the customary payroll practices of
the Corporation, and $50,000 will be paid in quarterly installments at the end
of each calendar quarter in Deferred Stock Units of the Corporation representing
shares of Common Stock of the Corporation (“DSUs”) equivalent in value to
$12,500 based on the closing market price of the Corporation’s Common Stock on
the last trading day of the calendar quarter for which payment is
made.

      


      4.2    In addition
to Base Salary, the Executive will receive annually DSUs representing shares
equivalent in value to Two Hundred Thousand ($200,000) Dollars (the “Incentive
DSUs”), paid at the end of each calendar quarter equivalent in value to $50,000,
subject to the provisions of Section 5.2 hereof.

      


      5.    Performance-based Incentive
Compensation.

      


      5.1    In
addition to the Base Salary and Incentive DSUs, the Executive shall be entitled
to receive, for each year January 1, 2009 through December 31, 2011 (the
“Measurement Period”), performance-based profit incentive compensation (the
“Profit Bonus”) consisting of the following:

      


      5.1.1    $4,000
for each $0.01 that the Corporation’s adjusted earnings per diluted share (as
defined herein, “Adjusted EPS”) for each year during the Measurement Period
exceeds the Corporation’s Adjusted EPS for the prior year; provided, however,
that for this purpose the calculation of Adjusted EPS for the prior year shall
exclude the after-tax impact of any Impairment Charge (as defined herein)
recorded by the Corporation for the prior year; plus

      


      5.1.2    $4,000
for each $0.01 that Corporation’s Adjusted EPS for each year during the
Measurement Period exceeds $1.45; plus

      


      5.1.3    $10,000,
plus or minus, for each 1% that the increase or decrease in Corporation’s
Adjusted EPS for each year during the Measurement Period is above or below 2.5
times the Index of Number of Industry Units Sold (as defined herein); provided,
however, that the amount added or subtracted will not exceed 0.6% of
Corporation’s pre-tax income for the subject year; provided further, however,
that for this purpose the calculation of Adjusted EPS for the prior year shall
exclude the after-tax impact of any Impairment Charge (as defined herein)
recorded by the Corporation for the prior year.

      


      5.2    Upon
expiration of the Measurement Period, the Executive shall be entitled to receive
1,000 DSUs for each 0.1% that the Corporation’s average annual return on
invested capital (as defined herein, “ROIC”) for the Measurement Period is above
the average ROIC of the Corporation’s peer group (as defined herein); provided
however, that the total number of DSUs will not exceed 100,000 units (the “ROIC
Bonus”); provided further, however, that if the foregoing calculation of DSUs
for the Measurement Period results in a negative number, Incentive DSUs issued
during the Measurement Period will be forfeited at the rate of 1,000 DSUs for
each 0.1% that the Corporation’s ROIC for the Measurement Period is below the
ROIC of the Corporation’s peer group.

       

      
        
          
          

        

        
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      5.3           For
purposes of this Agreement:

      


      5.3.1    The term
“”Adjusted EPS” means the earnings per diluted share as reported by the
Corporation in its consolidated financial statements, adjusted to exclude (i)
the after-tax impact of any judgment award or settlement amount paid to
terminate litigation pending as of the date hereof involving products
manufactured by the Kinro Composites division of Kinro, and (ii) the after-tax
impact of the charge for impairment of goodwill recorded by the Corporation in
2008.

      


      5.3.2    The term
“return on invested capital” means (i) earnings before giving effect to interest
and taxes, and charges related to impairment of goodwill and other intangible
assets reflected on the Corporation’s consolidated balance sheet as at December
31, 2008, divided by (ii) the sum of the average, as at the last day of the
second and fourth fiscal quarter of each year, of (a) net worth, plus (b)
indebtedness, minus (c) cash on hand and invested cash.

      


      5.3.3    The term
“Index of Number of Industry Units Sold” means, for any year, the percentage
change from the prior year in the weighted average of (i) the annual wholesale
shipments of travel trailer and fifth wheel travel trailers as reported by the
Recreational Vehicle Industry Association (“RVIA”), (ii) the annual
industry-wide wholesale shipments of motorhomes as reported by the RVIA, and
(iii) the annual industry-wide wholesale production of manufactured homes as
reported by the Institute for Building Technology and Safety.  The
annual shipments or production determined in clauses (i), (ii), and (iii) shall
be weighted based on the relative net sales by the Affiliated Companies of
components for the products described in clauses (i), (ii) and
(iii).

      


      5.3.4    The term
“peer group” means American Woodwork Corporation, Apogee Enterprises, Inc.,
Champion Enterprises, Inc., Genetex Corporation, Griffon Corporation, Noble
International, Ltd., Patrick Industries, Inc., PGT, Inc., Shiloh Industries
Corporation, Spartan Motors, Inc., and Winnebago Industries, Inc., excluding
those two companies with the highest and lowest ROICs for the Measurement
Period.

      


      5.4    If the
Corporation records a charge for impairment of goodwill or other intangible
assets (“Impairment Charge”) for any year during the Measurement Period,
then

      


      5.4.1    the Profit
Bonus for such year will be calculated (i) without giving effect to the
Impairment Charge, and (ii) after giving effect to the Impairment
Charge.  The excess, if any, of the amount calculated in clause (i)
over the amount calculated in clause (ii) is the “Current Year Impairment
Impact,” and

       

      
        
          
          

        

        
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      5.4.2    the amount of
Profit Bonus for such year will be determined without giving effect to any
Impairment Charge, there will be deducted from such amount one-third of the
Current Year Impairment Impact, and the balance of two-thirds of the Current
Year Impairment Impact will be carried forward (the “Impairment Carryforward”);
and

      


      5.4.3    one-half of
the Impairment Carryforward up to the aggregate amount of the Profit Bonus will
be deducted from the next Profit Bonus earned by the Executive, and the balance
of the Impairment Carryforward will be deducted from the Profit Bonuses next
earned by the Executive until the Impairment Carryforward is depleted in its
entirety.

      


      5.5    Notwithstanding
anything to the contrary contained herein, the following shall apply to payment
of the Profit Bonus, the Incentive DSUs and the ROIC Bonus:

      


      5.5.1    Election by
the Executive to defer receipt of the shares of stock deliverable pursuant to
any DSUs must be for a period of not less than three years from the date the
DSUs are issued and must be made, on the form annexed hereto as Exhibit A, in
December of each year preceding the year for which the Excess Bonus (as defined
herein) could be earned.

      


      5.5.2    For any year
during the Measurement Period, the first $500,000 of Profit Bonus will be paid
in cash, and the Profit Bonus in excess of $500,000 (the “Excess Bonus”) will be
paid in DSUs.

      


      5.5.3    The Profit
Bonus for any year during the Measurement Period may not exceed 5% of the
Corporation’s pre-tax income as reported in its consolidated financial
statements.

      


      5.5.4    All cash
payments, and grants and issuances of DSUs, shall be made on, or as soon as
practicable after, the date on which the Corporation’s Compensation Committee
approves the determination of the Profit Bonus, Incentive DSUs and ROIC Bonus
following the Corporation’s release of its year-end results of operations, but
in no event later than two and one-half months after the end of the
Corporation’s fiscal year.

      


      5.5.5    With respect
to the Profit Bonus, the Incentive DSUs and the ROIC Bonus, if any, if the
Affiliated Companies shall acquire additional business operations, or dispose of
existing business operations, the performance goals pursuant to which the Profit
Bonus, the Incentive DSUs, and the ROIC Bonus are paid will be modified,
consistent with the Corporation’s past practices, to give effect to such
acquisition or disposition.

      


      5.6    Nothing in
this Agreement, nor any fixing of compensation in the form of Base Salary,
Profit Bonus, ROIC Bonus, deferred compensation, securities, or otherwise, shall
prevent the Compensation Committee from granting to the Executive additional
compensation in the form of cash, salary increases, deferred compensation,
securities or otherwise.

       

      
        
          
          

        

        
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      6.    Compliance.

      


      6.1    The
Corporation and the Executive intend that the provisions of this Agreement shall
comply in all respects with the requirements of section 409A of the Internal
Revenue Code of 1986, as amended (the “Code).  Accordingly,
notwithstanding anything in this Agreement to the contrary, all elections to
defer, distributions, and all other aspects of this Agreement, shall be made in
compliance with Section 409A of the Code and any regulations or other guidance
thereunder.  To the extent required, this Agreement will be revised
and amended in order to comply with the provisions of Section 409A of the Code,
as amended from time to time, and any regulations or guidance thereunder as
described in Notice 2008-13 or other guidance thereunder.

      


      6.2    In no
event shall the Executive receive any awards which are deemed to be deferred
compensation under the provisions of Section 409A of the Code, unless all
aspects of such awards meet the requirements of Section 409A of the
Code.

      


      6.3    All
compensation, in whatever form, payable pursuant to this Agreement shall be
subject in all respects to the terms, provisions and conditions of the Drew
Industries Incorporated 2002 Equity Award and Incentive Plan, as amended from
time to time.

      


      6.4    Notwithstanding
anything herein to the contrary, if at the time of the Executive’s “Separation
From Service” (as hereinafter defined) the Executive shall be a “specified
employee” (within the meaning of Treasury Regulation 1.409A-1(i)), as determined
in a uniform manner by the Corporation, and the Corporation makes a good faith
determination that an amount payable hereunder constitutes deferred compensation
(within the meaning of Section 409A of the Code), such amount payable to the
Executive shall not be paid or commence until the first business day after six
months following the Executive’s “Separation From Service” (or if earlier upon
his death).  The term “Separation From Service” shall mean the
Executive’s termination of active employment, whether voluntary or involuntary
(other than by death) with the Corporation or any of its affiliated companies
within the meaning of Treasury Regulation 1.409A-1(h).  The
Corporation will determine whether the Executive has terminated active
employment (and incurred a Separation From Service) based upon facts and
circumstances described in Treasury Regulation 1.409A-1(h)(1)(ii). The Executive
shall incur a Separation From Service if the Corporation and the Executive
reasonably anticipate that the Executive will not perform any additional
services after a certain date or that the level of bona fide services (as an
employee or an independent contractor) will permanently decrease to no more than
twenty (20%) percent of the average level of bona fide services performed over
the immediately preceding 36-month period.  The provisions of this
Section 6.4 shall only apply if, and to the minimum extent, necessary to comply
with Section 409A of the Code, to avoid the Executive’s incurrence of any
additional taxes or penalties under Section 409A.

      


      
        
          
          

        

        
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      7.    Benefits.

       

      7.1    The
Executive and his immediate family shall be entitled to receive medical coverage
at least equivalent, in nature and extent, to the medical coverage afforded to
other executives of the Corporation holding positions with similar
responsibilities, and such other reasonable benefits which he has received from
the Corporation prior to the date hereof.

      


      7.2    The
Executive agrees to have an annual comprehensive physical examination at the
expense of the Corporation (to the extent not covered by insurance) by a
physician of his choice.

      


      7.3    The
Executive shall be eligible to participate in any pension, retirement, or
profit-sharing plan adopted by the Corporation for the benefit of its
executives.  Each year during the Term, the Executive shall be
entitled to receive $24,600 pursuant to the Corporation’s supplemental
restricted bonus program, payable in the year earned, that must be used to
purchase a tax deferred annuity and/or cash value life insurance.

      


      7.4    The
Corporation shall maintain, at no cost to the Executive, (i) life and long-term
care insurance substantially in the amount which he has received from the
Corporation prior to the date hereof, and (ii) disability insurance providing
for weekly payments to the Executive, in the event the Executive shall fail or
be unable to perform his obligations hereunder, in the amount of not less than
$120,000 per year; which payments shall continue for the maximum available term
after the commencement of disability.

      


      7.5    During
the period of employment, the Corporation, at its expense, will make available
to the Executive one automobile (or an automobile allowance) in accordance with
Corporation’s automobile policy, together with gasoline, customary insurance,
maintenance, license fees, and parking, to be used in connection with the
business of the Corporation.

      


      7.6    The
Executive shall be entitled to a vacation each year of not less than three (3)
weeks.

      


      7.7    Each
year, the Corporation will recommend that the Compensation Committee grant to
the Executive options to purchase additional shares of the Corporation’s Common
Stock, or other equity awards of equivalent value, subject to the discretion of
the Compensation Committee.

      


      8.    Expenses.  All
travel and other expenses incident to the rendering of services by the Executive
hereunder in accordance with the travel policies of the Corporation will be paid
by the Corporation.  If any such expenses are paid in the first
instance by the Executive, the Corporation will reimburse him therefore on
presentation of expense vouchers.

      


      
        
          
          

        

        
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      9.    Termination.

      


      9.1    If, on
account of physical or mental “Disability” (as defined herein) the Executive
shall fail or be unable to fully perform his duties for a continuous period of
six (6) months, the Corporation may, at its option, at any time thereafter, upon
thirty (30) days written notice to the Executive, terminate the Executive’s
employment at the end of said notice period.  Notwithstanding the
termination of the period of employment as aforesaid,  the Executive
shall be entitled to receive the difference between the sum of (A)(i) Base
Salary for a period of six (6) months from the date of termination, plus (ii)
the Proportionate Profit Bonus (as defined herein), plus (iii) the Proportionate
ROIC Bonus (as defined herein), over (B) the amount of disability payments
received by the Executive pursuant to disability insurance provided in
accordance with this Agreement; and the Executive shall be entitled to receive
the benefits provided in Section 7 hereof for a period of six (6) months from
the date of termination. The Corporation shall deliver, as soon as practicable,
the shares of stock deliverable pursuant to outstanding DSUs earned by the
Executive.

      


      9.1.1    “Disability”
shall mean a condition of the Executive whereby he either: (i) is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for  a continuous period of not less
than twelve (12) months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous  period of not less than twelve (12)
months, receiving income replacement benefits for a period of not less than
three (3) months under disability insurance plan covering employees of the
Corporation.  The Corporation will determine whether the Executive has
incurred a Disability based on its own good faith determination and may require
the Executive to submit to reasonable physical and mental examinations for this
purpose.

      


      9.2    In the
event of the death of the Executive, this Agreement shall terminate on the date
of death. In such case, the Corporation shall continue to pay to the heir or
designee of the Executive the sum of (i) the Base Salary which the Executive
would have been entitled to receive but for such termination for a period of six
(6) months from the date of death of the Executive, plus (ii) the Proportionate
Profit Bonus, plus (iii) the Proportionate ROIC Bonus. All shares of stock
deliverable pursuant to outstanding DSUs earned by the Executive will be
delivered, as soon as practicable, to the heir or designee of the
Executive.

      


      9.3    The
Corporation shall have the right to terminate the Executive’s employment at any
time upon ten (10) days written notice to the Executive in the event that (i)
the Executive has committed a willful material breach of the terms of this
Agreement and such breach shall continue for a period of ten (10) days after
notice specifying the nature of the breach, or (ii) the Executive is convicted
of, or pleads nolo contendre to, any felony or crime involving moral
turpitude.  In such event, the Executive’s employment shall come to an
end as of the end of such notice period, and the Corporation shall have no
further obligation or liability to the Executive.

       

      
        
          
          

        

        
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      9.4    Subject to
Section 6.4 hereof, in the event the Corporation (i) terminates the Executive’s
employment for any reason other than as provided in Sections 9.1, 9.2, or 9.3;
or (ii) relocates its executive office to a location outside of a radius of 25
miles from the Corporation’s current office in White Plains, New York, and, as a
result, the Executive terminates his employment with the Corporation, in either
event, the Corporation shall pay to the Executive the sum of (i) the cash
portion of the Base Salary which the Executive would have been entitled to
receive but for such termination for a period of one (1) year from the date of
termination, plus (ii) the Proportionate Profit Bonus, plus (iii) the
Proportionate ROIC Bonus. The Corporation shall deliver, as soon as practicable,
the shares of stock deliverable pursuant to outstanding DSUs earned by the
Executive.

      


      9.5    For purposes
of this Article:

      


      9.5.1    The term
“Proportionate Profit Bonus” means, if termination of employment occurs prior to
the expiration of any full year during the Measurement Period, the Profit Bonus
calculated proportionately based on the number of months of employment during
such year, over 12.

      


      9.5.2    The term
“Proportionate ROIC Bonus” means, if termination of employment occurs prior to
expiration of the entire Measurement Period, (i) the Measurement Period shall
terminate on December 31 of the year in which termination of employment occurs,
and (ii) the ROIC Bonus shall be an amount equivalent to the ROIC Bonus for the
period from January 1, 2009 to December 31 of the year in which termination of
employment occurs multiplied by a fraction, the numerator of which shall be the
number of months of employment since January 1, 2009 and the denominator of
which shall be 36.

      


      9.5.3    The
Corporation will pay to the Executive the Proportioned ROIC Bonus in shares of
the Corporation’s common stock, or in cash equivalent in value to such shares,
as the Corporation shall elect.  All shares of stock deliverable
pursuant to outstanding DSUs earned by the Executive will be delivered, as soon
as practicable, to the Executive.

      


      10.   Non-Competition-Corporate
Property-Confidential Information

      


      10.1   While he is
employed by the Corporation, and for a period of three (3) years from the date
of termination of employment for any reason (the “Restricted Period”), the
Executive will not, directly or indirectly, undertake or perform services in or
for, or render services to, participate in, or have financial interest in, or
engage in, any business competitive to that of the business of the Affiliated
Companies or solicit for employment or employ any employee of the Affiliated
Companies.  For purposes hereof, a business shall be deemed
competitive if it is conducted in any geographic or market area in which any of
the Affiliated Companies are engaged in business during the Restricted Period
and involves the development, design, manufacture, marketing, packaging, sale or
distribution of any products developed, designed, manufactured, sold or
distributed, or the offering of any services offered, by any of the Affiliated
Companies, whether on the date hereof or as of the termination date of
employment including, but not limited to, products for the manufactured housing
(including park and office models), modular housing, recreational vehicle, and
boat and other specialty utility trailer, industries; and the Executive will be
deemed directly or indirectly to engage in such business if the Executive, or
any member of his immediate family participates in such business, or in any
entity engaged in or which owns such business, as an officer, director,
employee, consultant, partner, individual proprietor, manager or as an investor
who has made any loans, contributed to capital stock or purchased any stock; the
Executive will not, at any time, utilize any trade names or corporate names used
by the Affiliated Companies, or any derivatives of such names, in any business
competitive to that of the business of the Affiliated Companies, nor any patent,
trademark, trade name, service mark, logo, copyright or similar intellectual
property, whether or not registered, of any of the Affiliated
Companies.  The foregoing, however, shall not be deemed to prevent the
Executive from investing in securities if such class of securities in which the
investment is made is listed on a national securities exchange or is of a
company registered under Section 12(g) of the Securities Act of 1934 and, if the
company in which such investment is made competes with any of the Affiliated
Companies, such investment represents less than one (1%) per cent of the
outstanding securities of such class.

       

      
        
          
          

        

        
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      10.2   The Executive
agrees that all products, packaging, inventions, patents, patent applications,
designs, creations, ideas, techniques, methods, or any portions thereof, or any
improvements or modifications thereon, or any know-how or procedures related
thereto, which relate to the business of the Affiliated Companies, conceived,
invented, discovered or executed by the Executive, whether or not marketed or
utilized by the Affiliated Companies, shall be sole and exclusive property of
the Affiliated Companies, without additional compensation payable thereof; and
by these presents the Executive hereby assigns to the Corporation any and all
right, title and interest he has, or may have, therein.

      


      10.3   The Executive
acknowledges and agrees that during, and as a consequence of employment with the
Corporation, he has learned confidential, proprietary and trade secret
information of and about the Affiliated Companies, and has had access to and has
been involved in the development and utilization of the Affiliated Companies’
confidential and proprietary business information. “Confidential Information”
means information about the Affiliated Companies in whatever form disclosed or
known to the Executive as a consequence of his employment by the Corporations
which relates to the Affiliated Companies’ business, products, processes, or
services that gives them a competitive advantage in the marketplace, including,
but not limited to: (a) any information that would be considered a trade secret
within the meaning of applicable Federal or state law; (b) information relating
to any of the Affiliated Companies’ existing products or services or products or
services under development; (c) information relating to the Affiliated
Companies’ business dealings with customers or suppliers; (d) confidential
customer or prospective customer lists; (e) sales-prices, costs, and profit
margins; (f) confidential marketing and advertising programs; (g) financial
information; (h) sales performance and strategies; (i) human resources
strategies; (j) merger and acquisition plans; and (k) proprietary software or
processes utilized by the Affiliated Companies.  Confidential
Information does not include information that the Executive proves was generally
known and readily available to the Affiliated Companies’ competitors through
legitimate means.  The Executive agrees that he will not, while
employed by the Corporation or at any time after the termination employment,
disclose to anyone (except as authorized by the Corporation in furtherance of
its business), publish, or use in competition with the Affiliated Companies, any
of their Confidential Information.  The Executive further agrees to
abide by all rules or regulations the Corporation may implement from time to
time to further protect their Confidential Information.

       

      
        
          
          

        

        
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      11.   Notices.

      


      11.1          All
notices and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by delivery in
person, telegram, facsimile or other standard form of telecommunication, or by
registered or certified post-paid mail, return receipt requested, and addressed
as follows, or to such other address as any party may notify the other in
accordance with the provisions hereof:

      


      


      


      
        	
                 
      

              	
                To
      the Corporation:

              	
                Drew
      Industries Incorporated

              


      

      
        	
                 
      

              	
                200
      Mamaroneck Avenue

              


      

      
        	
                 
      

              	
                White
      Plains, New York 10601

              


      

      
        	
                 
      

              	
                Attention:
      Chairman

              
	 	Telephone:  (914)
      428-9098 
	 	Telecopy:  (914)
      428-4581 


      

      


      
        	
                 
      

              	
                To
      the Executive:

              	
                Fredric
      M. Zinn

              


      

      


      


      


      


      


      12.   Additional
Provisions.

      


      12.1   This Agreement
constitutes the entire Agreement between the parties, and there are no terms
other than those contained herein. No variation hereof shall be deemed valid
unless in writing and signed by the parties hereto, and no discharge of the
terms hereof shall be deemed valid unless by full performance by the parties
hereto, or by a writing signed by the parties hereto.

      


      12.2   This Agreement
shall inure to the benefit of and be binding upon the Corporation, its
successors and assigns, and the Executive, his heirs, executors, administrators
and legal representatives.

      


      12.3   This Agreement
shall not be terminated, voluntarily or involuntarily, by the liquidation or
dissolution of the Corporation or by the merger or consolidation of the
Corporation with or into another corporation.

       

      
        
          
          

        

        
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      12.4   Whenever possible,
each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law.  If any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision, or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provisions had never been contained
herein.

      


      12.5   This Agreement
shall be governed by the internal laws of the State of New York without giving
effect to principles of conflicts of law.  Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court located in White Plains, New York over any suit, action or proceeding
arising out of or relating to this Agreement.  Each party hereby
irrevocably waives to the fullest extent permitted by law, (i) the right to a
trial by jury; (ii) any objection that they may now or hereafter have to the
venue of any such suit, action or proceeding brought in any such court; or (iii)
any claim that any such suit, action or proceeding has been brought in an
inconvenient forum. Final judgement in any suit, action or proceeding brought in
any such court shall be conclusive and binding upon each party duly served with
process therein and may be enforced in the courts of the jurisdiction of which
either party or any of their property is subject, by a suit upon such
judgment.

      


      12.6   This Agreement may
be executed in one or more counterparts, each of which shall be an original, but
all of which shall be deemed to be one and the same instrument.

      


      12.7   In the event of any
proceeding involving a claim or dispute arising under this Agreement, the
prevailing party (by motion, on the merits, or otherwise) shall be entitled to
recover, in addition to any remedy awarded in such proceeding, all costs and
expenses, including actual attorneys fees, incurred by the prevailing party in
such proceeding.

      


      12.8   The
headings of this Agreement are for the convenience of reference only and shall
not affect in any manner any of the terms and conditions hereof.

      


      (Signature
Page Follows)

      


      
        
          
          

        

        
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      IN
WITNESS. WHEREOF,
the Corporation has caused these presents to be signed by its duly authorized
officers, and the Executive has hereunto set his hand the day and year first
above written.

       

      
        
          	 	DREW
      INDUSTRIES INCORPORATED	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Leigh
      J. Abrams: 	 
	 	 	Chairman
      of the Board 	 
	 	 	 	 


        

      

       

      
         

        
          
            	 	 	 	 
	
                     

                  	
                     

                  	 	 
	 	 	
                    Fredric
      M. Zinn 

                  	 
	 	 	 	 


          

        

         

        
          
            
            

          

          
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