Exhibit
10.05

    


    AMENDED
AND RESTATED

    CHANGE IN CONTROL
AGREEMENT

    


    Agreement
made and entered into as of December 23, 2008 by and between Christopher L.
Smith (“Executive”) and Drew Industries Incorporated, a Delaware corporation
(the “Company”).

     

    WHEREAS,
the Company and the Executive previously entered into a change of control
agreement dated as of July 17, 2006 (the “Agreement”); and

     

    WHEREAS,
the Company and the Executive wish to amend the Agreement in order that the
Agreement shall conform with certain requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, and in certain other respects;
and

     

    WHEREAS,
the Company recognizes that Executive’s contribution to the growth and success
of the Company has been, and will continue to be, substantial; and the Company
wishes to assure Executive’s continued employment with the Company;
and

     

    WHEREAS,
the Company believes that it is in the best interest of the Company and its
stockholders to foster Executive’s objectivity in making decisions with respect
to any pending or threatened Change in Control (as hereinafter defined) of the
Company and to assure that the Company will have the continued dedication and
availability of Executive notwithstanding the possibility, threat or occurrence
of a Change in Control; and the Company believes that these goals can best be
accomplished by alleviating certain of the risks and uncertainties with regard
to Executive’s financial and professional security that would be created by a
pending or threatened Change in Control and that inevitably would distract
Executive and could impair his ability to objectively perform his duties for and
on behalf of the Company. Accordingly, the Company believes that it is
appropriate and in the best interest of the Company and its stockholders to
provide to Executive compensation arrangements upon a Change in Control that
mitigate Executive’s financial risks and uncertainties and that are reasonably
competitive with those of other companies.

     

    NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration the receipt of which is hereby acknowledged, it is hereby agreed
that the Agreement shall be amended and restated as follows:

     

    
      
        	
              	
                1.

              	
                TERM
      OF AGREEMENT

              


      

    

     

    This
Agreement shall be effective from the date hereof and, subject to the provisions
of Section 4, shall extend to (and thereupon automatically terminate) one (1)
day after Executive’s termination of employment with the Company for any reason.
No termination of this Agreement shall limit, alter or otherwise affect
Executive’s rights hereunder with respect to a Change in Control which has
occurred prior to such termination, including without limitation Executive’s
right to receive the benefits provided herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                2.

              	
                PURPOSE
      OF AGREEMENT

              


      

    

     

    The
purpose of this Agreement is to provide that, in the event of a Change in
Control, Executive may become entitled to receive certain benefits, as described
herein, in the event of his termination under specified
circumstances.

     

    
      
        	
              	
                3.

              	
                CHANGE
      IN CONTROL

              


      

    

     

    As used
in this Agreement, the phrase “Change in Control” shall mean:

     

    3.1           Except
as provided in Section 3.3 hereof, a change in the effective control of the
Company (which shall result from the acquisition, or acquisition during the
12-month period ending on the date of the latest acquisition, by any person,
entity or “group” [within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)] excluding, for
this purpose, the Company or its subsidiaries, or any executive benefit plan of
the Company or its subsidiaries which acquires beneficial ownership of voting
securities of the Company, of beneficial ownership [within the meaning of Rule
13d-3 promulgated under the Exchange Act] of thirty (30%) percent or more of the
total voting power of the Company’s voting securities entitled to vote generally
in the election of directors (the “Voting Securities”) or replacement of a
majority of the directors of the Company during any 12-month period by directors
not endorsed by a majority of the board of directors of the Company before
appointment or election), or

     

    3.2           Approval
by the stockholders of the Company of a reorganization, merger or consolidation
with any other person, entity or corporation, other than

     

     3.2.1     
a merger or consolidation which would result in the Voting Securities
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of another
entity) more than fifty percent (50%) of the combined voting power of the Voting
Securities of the Company or such other entity outstanding immediately after
such merger or consolidation, or

     

     3.2.2     
a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person, entity or group acquires
twenty-five percent (25%) or more of the combined voting power of the Company’s
then outstanding Voting Securities; or

     

    3.3           Approval
by the stockholders of the Company of a plan of complete liquidation of the
Company or a sale or other disposition by the Company of all or substantially
all of the Company’s assets in one transaction or a series of
transactions.

     

    
      
        	
              	
                4.

              	
                EFFECT
      OF A CHANGE IN CONTROL

              


      

    

     

    In the
event of a Change in Control, Sections 6 through 11 of this Agreement shall
become applicable to Executive.  The provisions of these Sections
shall remain applicable until the second anniversary of the date upon which the
Change in Control occurs. On such second anniversary date, and provided that the
employment of Executive has not been terminated on account of a Qualifying
Termination (as defined herein), this Agreement shall terminate and be of no
further force or effect.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                5.

              	
                QUALIFYING
      TERMINATION

              


      

    

     

    If within
six (6) months following a Change in Control, Executive voluntarily terminates
his employment with the Company (“Voluntary Termination”), or if within one (1)
year following, or within one hundred twenty (120) days prior to, a Change in
Control, Executive’s employment with the Company is terminated (“Involuntary
Termination”), either of such terminations shall be conclusively considered a
“Qualifying Termination” unless:

     

    5.1           The
Executive voluntarily terminates his employment on a date that is more than six
(6) months after the Change in Control; provided, however, that Executive shall
not be considered to have voluntarily terminated his employment with the Company
if, following, or within one hundred twenty (120) days prior to, the Change in
Control, (i) Executive’s overall compensation is reduced or adversely modified
in any material respect, or (ii) his authority or duties are materially changed
and he elects to terminate his employment within sixty (60) days following such
reduction, modification or change.  Executive’s authority or duties
shall conclusively be considered to have been “materially changed” if, without
Executive’s express and voluntary written consent, there is any substantial
diminution or adverse modification in Executive’s title, status, overall
position, responsibilities, reporting relationship, general working environment
(including without limitation secretarial and staff support, offices, and
frequency and mode of travel), or if, without Executive’s express and voluntary
written consent, Executive’s job location is transferred to a site more than
fifty (50) miles away from his residence and fifteen (15) miles from the
Company’s location on the date hereof.  Executive’s authority and
duties shall conclusively be considered to have been “materially changed” if,
without Executive’s express and voluntary written consent, Executive no longer
holds the same title or no longer has the same authority and responsibilities or
no longer has the same reporting responsibilities, in each case with respect and
as to a publicly held parent company which is not controlled by another entity
or person, or

     

    5.2           The
termination is on account of Executive’s death or Disability. For such purposes,
“Disability” shall mean a physical or mental incapacity as a result of which
Executive becomes unable to continue the performance of his responsibilities for
the Company and its affiliated companies and which, at least three (3) months
after its commencement, is determined to be total and permanent by a physician
agreed to by the Company and Executive (or Executive’s legal
representative).  In the absence of agreement between the Company and
Executive, each party shall nominate a qualified physician and the two
physicians so nominated shall select a third physician who shall make the
determination as to Disability, or

     

    5.3           An
Involuntary Termination occurs for “Cause.” For this purpose, “Cause” shall be
limited to the following:

     

     5.3.1     
the refusal of Executive to comply with a lawful, written instruction of the
Board of Directors or Executive’s immediate supervisor, which refusal is not
remedied by Executive within a reasonable period of time after his receipt of
written notice from the Company identifying the refusal, so long as the
instruction is consistent with the scope and responsibilities of Executive’s
position prior to the Change in Control; or


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

     5.3.2     
an act or acts of personal dishonesty by Executive which were intended to result
in substantial personal enrichment of Executive at the expense of the Company or
any of its affiliated companies; or

     

     5.3.3     
Executive’s conviction of any misdemeanor involving an act of moral turpitude or
any felony.

     

    
      
        	
              	
                6.

              	
                SEVERANCE
      PAYMENT

              


      

    

     

    6.1           Subject
to Section 6.2 hereof, if Executive’s employment is terminated as a result of a
Qualifying Termination, the Company shall pay Compensation (as hereinafter
defined) to Executive (A) in the event of an Involuntary Termination, for the
one (1) year following the Qualifying Termination, or (B) in the event of a
Voluntary Termination, for six (6) months following the Qualifying Termination,
in either event in accordance with the Company’s customary payroll practice (the
“Severance Payment”).  Except as provided in Section 6.4 hereof, such
payments shall commence on the next payroll payment date following the
Qualifying Termination.

     

    6.2           For
purposes of this Agreement, Executive’s “Compensation” shall equal the sum of
(i) Executive’s salary at the annual rate applicable on the date of the
Qualifying Termination, plus (ii) a “Bonus Increment.” The Bonus Increment shall
equal the annualized average of all bonuses and incentive compensation payments
paid to Executive during the three (3) year period immediately before the date
of the Change of Control under all of the Company’s bonus and incentive
compensation plans or arrangements as disclosed in the Company’s annual Proxy
Statement.

     

    6.3           The
Severance Payment hereunder is in lieu of any severance payment that Executive
might otherwise be entitled to from the Company in the event of a Change in
Control under the Company’s applicable severance pay policies, if any, or under
any other oral or written agreement.

     

    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 Company, any Severance Payment 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 Company or any of its affiliated companies within
the meaning of Treasury Regulation 1.409A-1(h).  The Company 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 Company and the Executive reasonably anticipate
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
Internal Revenue Code of 1986, as amended, to avoid the Executive’s incurrence
of any additional taxes or penalties under Section 409A.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                7.

              	
                ADDITIONAL
      BENEFITS

              


      

    

     

    7.1           In
the event of a Qualifying Termination, any and all unvested stock options of
Executive shall immediately become fully vested and exercisable.

     

    7.2           In
the event of a Qualifying Termination, Executive shall be entitled to continue
to participate in the following executive benefit programs which had been made
available to Executive (including his immediate family) and at the same level
before the Qualifying Termination: group medical insurance, group-term life
insurance and disability insurance, use of automobile provided by the Company,
and long-term care insurance. These programs shall be continued at no cost to
Executive, except to the extent that tax rules require the inclusion of the
value of such benefits in Executive’s income.  The programs shall
continue for Executive’s benefit for one (1) year after the date of the
Qualifying Termination; provided, however, that Executive’s participation in
each of such programs shall be earlier terminated or reduced, as applicable, if
and to the extent Executive receives benefits as a result of concurrent coverage
through another program.

     

    
      
        	
              	
                8.

              	
                RIGHTS
      AND OBLIGATIONS PRIOR TO A CHANGE IN
CONTROL

              


      

    

     

    Prior to
the date which is one hundred twenty (120) days before a Change in Control, the
rights and obligations of Executive with respect to his employment by the
Company shall be determined in accordance with the policies and procedures
adopted from time to time by the Company and the provisions of any written
employment contract in effect between the Company and Executive from time to
time.  Unless otherwise expressly set forth in a separate written
employment agreement between Executive and the Company, the employment of
Executive is expressly at-will, and Executive or the Company may terminate
Executive’s employment with the Company at any time and for any reason, with or
without cause, provided that if such termination occurs within one hundred
twenty (120)
days prior to or one (1) year after a Change in Control and constitutes a
Qualifying Termination the provisions of this Agreement shall govern the payment
of the Severance Payment and the other benefits as provided herein.

     

    
      
        	
              	
                9.

              	
                NON-EXCLUSIVITY
      OF RIGHTS

              


      

    

     

    Nothing
in this Agreement shall prevent or limit Executive’s continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company or any of its affiliated companies and for which Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as
Executive may have under any stock option or other agreements with the Company
or any of its affiliated companies. Except as otherwise provided in Section 6.2
hereof, amounts which are vested benefits or which Executive is otherwise
entitled to receive under any plan or program of the Company or any of its
affiliated companies at or subsequent to the date of any Qualified Termination
shall be payable in accordance with such plan or program.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                10.

              	
                FULL
      SETTLEMENT

              


      

    

     

    The
Company’s obligation to pay the Severance Payment and other benefits provided
for in this Agreement and otherwise to perform its obligations hereunder (i)
shall not be affected by any set-off, counter-claim, recoupment, defense or
other claim, right or action which the Company may have against Executive or
others, and (ii) are subject to receipt by the Company of a duly executed and
acknowledged Waiver and Release in the form attached hereto as Exhibit
A.  In no event shall Executive be obligated to seek other employment
or to take any other action by way of mitigation of the amounts payable to
Executive under any of the provisions of this Agreement. The Company agrees to
pay, to the full extent permitted by law, all legal fees and expenses which
Executive may reasonably incur as a result of Executive’s successful collection
efforts to receive amounts payable hereunder.

     

    
      
        	
              	
                11.

              	
                SUCCESSORS.

              


      

    

     

    11.1           This
Agreement is personal to Executive, and without the prior written consent of the
Company shall not be assignable by Executive other than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by Executive’s legal representatives.

     

    11.2           The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the
Company.

     

    
      
        	
              	
                12.

              	
                GOVERNING
      LAW

              


      

    

     

    12.1           This
Agreement is made and entered into in the State of New York, and the internal
laws of New York shall govern its validity and interpretation in the performance
by the parties hereto of their respective duties and obligations
hereunder.

     

    12.2           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 judgement.

     

    
      
        	
              	
                13.

              	
                MODIFICATIONS

              


      

    

     

    This
Agreement may be amended or modified only by an instrument in writing executed
by all of the parties hereto.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                14.

              	
                NOTICES

              


      

    

     

    Any
notice or communications required or permitted to be given to the parties hereto
shall be in writing and shall be delivered personally or be sent by United
States registered or certified mail, postage prepaid and return receipt
requested, or by nationally recognized courier, and addressed or delivered as
follows, or at such other addresses the party addressed may have substituted by
notice pursuant to this Section:

     

    
      
        	
                To the Company:

              	
                To
      Executive:

              
	 	 
	
                Drew Industries
      Incorporated

                200 Mamaroneck
Avenue

                White Plains, New York,
      10601

                Attention:  President

              	
                Christopher
      L. Smith

              


      

    

    


    
      
        	
              	
                15.

              	
                CAPTIONS

              


      

    

     

    The
captions of this Agreement are inserted for convenience and do not constitute a
part hereof.

     

    
      
        	
              	
                16.

              	
                SEVERABILITY

              


      

    

     

    In case
any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein and there
shall be deemed substituted for such invalid, illegal or unenforceable provision
such other provision as will most nearly accomplish the intent of the parties to
the extent permitted by the applicable law. In case this Agreement, or any one
or more of the provisions hereof, shall be held to be invalid, illegal or
unenforceable within any governmental jurisdiction or subdivision thereof, this
Agreement or any such provision thereof shall not as a consequence thereof be
deemed to be invalid, illegal or unenforceable in any other governmental
jurisdiction or subdivision thereof.

     

    
      
        	
              	
                17.

              	
                COUNTERPARTS

              


      

    

     

    This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute one in the same
Agreement.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered effective as of the day and year first written
above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      
	
                                  Christopher
      L. Smith

                                
	 
      
	
                                  DREW
      INDUSTRIES INCORPORATED

                                
	 
      
	
                                  By:

                                	 
      
	 
      	 
      
	
                                  Name:

                                	
                                  Fredric
      M. Zinn

                                
	 
      	 
      
	
                                  Title:

                                	
                                  President

                                


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Exhibit
10.05

     

    Exhibit
A

     

    CHANGE IN
CONTROL AGREEMENT

    


    Waiver
and Release

     

    The
attached Waiver and Release Agreement is to be executed by Executive upon the
occurrence of a Qualifying Termination under the Change in Control
Agreement.

     

    WAIVER
AND RELEASE AGREEMENT

    


    This
Waiver and Release Agreement (the “Waiver and Release”) is entered into by and
among Drew Industries Incorporated, a Delaware corporation (“Drew”) and
Christopher L. Smith (“Executive”) this ________ day of ________,
200_.

     

    
      
        	
              	
                1.

              	
                General
      Waiver and Release

              


      

    

     

    For and
in consideration of the agreement of the Company to provide Executive the
Severance Payment described in the Amended and Restated Change in Control
Agreement, dated as of December 23, 2008, among Executive and the Company (the
“Agreement”), Executive, with the intention of binding himself and all of his
heirs, executors, administrators and assigns, does hereby release, remise,
acquit and forever discharge the Company, and all of its respective past and
present officers, directors, stockholders, employees, agents, parent
corporations, predecessors, subsidiaries, affiliates, estates, successors,
assigns and attorneys (hereinafter collectively referred to as “Released
Parties”) from any and all claims, charges, actions, causes of action, sums of
money due, suits, debts, covenants, contracts, agreements, rights, damages,
promises, demands or liabilities (hereinafter collectively referred to as
“Claims”) whatsoever, in law or in equity, whether known or unknown, suspected
or unsuspected, which Executive, individually or as a member of any class, now
has, owns or holds or has at any time heretofore ever had, owned or held against
the Released Parties including, but not limited to, Claims arising out of or in
any way connected with Executive’s employment with the Company or any of the
Released Parties or the termination of any such employment relationship,
including, but not limited to, Claims pursuant to Federal, state or local
statute, regulation, ordinance or common-law for (i) employment discrimination;
(ii) wrongful discharge; (iii) breach of contract; (iv) tort actions of any
type, including those for intentional or negligent infliction of emotional harm;
and (v) unpaid benefits, wages, compensation, commissions, bonuses or incentive
payments of any type (excluding amounts which have been earned but have not been
paid on the release date), except as follows:

     

    1.1           those
obligations of the Company and its affiliates under the Agreement, pursuant to
which this Waiver and Release is being executed and delivered;

     

    1.2           claims,
if any, for Executive’s accrued or vested benefits under the retirement plans,
savings plans, stock options, investment plans and employee welfare benefit
plans, if any, of the Released Parties (within the meaning of Section 3(1) of
the Employee Retirement Income Security Act of 1974 (“ERISA”)), as amended;
provided, however, that nothing herein is intended to or shall be construed to
require the Released Parties to institute or continue in effect any particular
plan or benefit sponsored by the Released Parties and the Company and all other
Released Parties hereby reserve the right to amend or terminate any such plan or
benefit at any time; and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    1.3           any
rights to indemnification or advancement of expenses to which Executive may
otherwise be entitled pursuant to the articles of incorporation or bylaws of any
of the Released Parties, or by contract or applicable law, as a result of
Executive’s service as an officer or director of any of the Released Parties.
Executive further understands and agrees that he has knowingly relinquished,
waived and forever released any and all remedies arising out of the aforesaid
employment relationship or the termination thereof, including, without
limitation, claims for backpay, front pay, liquidated damages, compensatory
damages, general damages, special damages, punitive damages, exemplary damages,
costs, expenses and attorneys’ fees.

     

    
      
        	
              	
                2.

              	
                Covenant
      Not to Sue

              


      

    

     

    Executive
acknowledges and agrees that this Waiver and Release may not be revoked at any
time and that he will not institute any suit, action, or proceeding, whether at
law or equity, challenging the enforceability of this Waiver and Release. Should
Executive ever attempt to challenge the terms of this Waiver and Release,
attempt to obtain an order declaring this Waiver and Release to be null and
void, or institute litigation against any of the Released Parties based upon a
Claim which is covered by the terms of this Waiver and Release, Executive will
as a condition precedent to such action repay all monies paid to him under the
terms of the Agreement and this Waiver and Release. Furthermore, if Executive
does not prevail in an action to challenge this Waiver and Release, to obtain an
order declaring this Waiver and Release to be null and void, or in any action
against any of the Released Parties based upon a Claim which is covered by the
Waiver and Release set forth herein, Executive shall pay to the Company and/or
the appropriate Released Parties all their costs and attorneys’ fees incurred in
their defense of Executive’s action.

     

    
      
        	
              	
                3.

              	
                Denial
      of Liability

              


      

    

     

    Executive
acknowledges and agrees that neither the payment of the Severance Payment under
the Agreement nor this Waiver and Release is to be construed in any way as an
admission of any liability whatsoever by the Company or any of the other
Released Parties, by whom liability is expressly denied.

     

    
      
        	
              	
                4.

              	
                Agreement
      Not to Seek Further Relief

              


      

    

     

    Executive
acknowledges and agrees that he has not, with respect to any transaction or
state of facts existing prior to the date of execution of this Waiver and
Release, filed any complaints, charges or lawsuits against any of the Released
Parties with any governmental agency or any court or tribunal, with respect to
any Claims related to Executive’s employment or the termination thereof as
provided in Section 1 hereof, and that he will not do so at any time hereafter.
Executive further acknowledges and agrees that he hereby waives any right to
accept any relief or recovery, including costs and attorneys’ fees, that may
arise from any charge or complaint before any Federal, state or local court or
administrative agency against the Released Parties.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                5.

              	
                Company
      Property

              


      

    

     

    Executive
agrees that he will not retain or destroy, and will immediately return to the
Company, any and all property of the Company in his possession or subject to his
control, including, but not limited to, keys, credit and identification cards,
personal items or equipment provided for his use, customer files, and
information, all other files and documents relating to the Company and its
business, together with all written or recorded materials, documents, computer
disks, plans, records or notes or other papers belonging to the Company.
Executive further agrees not to make, distribute or retain copies of any such
information or property.

     

    
      
        	
              	
                6.

              	
                Non-Competition

              


      

    

     

    6.1           During
the period beginning with the date hereof and ending on the earlier of
(i)  six (6) months from the date of a Qualifying Termination, or (ii)
the final installment of the Severance Payment as provided in the Agreement (the
“Restricted Period”), the Executive shall not, directly or indirectly, undertake
or perform services in or for, or render services to, participate in, or have
any financial interest in, or engage in, any business competitive to that of the
business of the Company or its subsidiaries or affiliates (collectively, the
“Affiliated Companies”) or solicit for employment or employ any employee of the
Company or the Affiliated Companies.  For purposes hereof, a business
shall be deemed competitive if it is conducted in any geographic or market area
in which the Company or 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
the Company or any of the Affiliated Companies; and the Executive shall be
deemed directly or indirectly to engage in such business if he, or any member of
his immediate family (i.e., his spouse and children and their respective spouses
and children) participates in such business, or in any entity engaged in or
which owns, such business, as an officer, director, employee, consultant,
independent contractor, inventor, product developer, 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 the names “Drew,” “Kinro,” “Lippert,” or any other names used by
the Company or the Affiliated Companies, in any business competitive to that of
the business of the Company or any of the Affiliated Companies, or any patent,
trademark, tradename, service mark, logo, copyright or similar intellectual
property, whether or not registered, of any of the Company or the Affiliated
Companies, or any proprietary information of any of the Company or 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 Exchange Act of
1934, and such investment represents less than five (5%) per cent of the
outstanding securities of such class.

     

    6.2           The
Executive agrees that all products, packaging, inventions, designs, patents,
patent applications, creations, ideas, techniques, methods, copyrightable
materials, software, whether or not registered, or any portions thereof, and any
improvements or modifications thereon, and any applications with respect to each
of the foregoing, and any know-how or procedures related thereto (whether or not
patentable), which relate to the business and products of the Company or the
Affiliated Companies, conceived, invented, discovered or executed by the
Executive, whether or not marketed or utilized by the Company or any of the
Affiliated Companies, shall be the sole and exclusive property of the
Company.


    
      
         


      

      
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                7.

              	
                Confidentiality
      Agreement

              


      

    

     

    Executive
acknowledges that the terms of this Waiver and Release are confidential.
Accordingly, Executive agrees not to disclose or publish to any person or
entity, except as required by law or as necessary to prepare tax returns, the
terms and conditions or sums being paid in connection with this Waiver and
Release.

     

    
      
        	
              	
                8.

              	
                Acknowledgment

              


      

    

     

    Executive
acknowledges that he has carefully read and fully understands the terms of this
Waiver and Release and the Agreement and that this Waiver and Release is
executed by Executive voluntarily and is not based upon any representations or
statements of any kind made by the Company or any or the other Released Parties
as to the merits, legal liabilities or value of his claims. Executive further
acknowledges that he has had a full and reasonable opportunity to consider this
Waiver Release and that he has not been pressured or in any way coerced into
executing this Waiver and Release.

     

    
      
        	
              	
                9.

              	
                Choice
      of Laws

              


      

    

     

    9.1           This
Waiver and Release and the rights and obligations of the parties hereto shall be
governed and construed in accordance with the laws of the State of New
York.

     

    9.2           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 judgement.

     

    
      
        	
              	
                10.

              	
                Severability

              


      

    

     

    Except
for the waiver and release contained in Section 1 hereof, if any provision of
this Waiver and Release is unenforceable or is held to be unenforceable, such
provision shall be fully severable, and this Waiver and Release and its terms
shall be construed and enforced as if such unenforceable provision had never
comprised a part hereof, the remaining provisions hereof shall remain in full
force and effect, and the court construing the provisions shall add as a part
hereof a provision as similar in terms and effect to such unenforceable
provision as may be enforceable, in lieu of the unenforceable
provision.  In the event that the release contained in Section 1
hereof is unenforceable or is held to be unenforceable, the parties understand
and agree that the remaining provisions of this Waiver and Release shall be
rendered null and void and that neither party shall have any further obligation
under any provision of this Waiver and Release.


    
      
         


      

      
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                11.

              	
                Entire
      Agreement

              


      

    

     

    This
document contains all terms of the Waiver and Release and supercedes and
invalidates any previous agreements or contracts regarding the same subject
matter. No representations, inducements, promises or agreements, oral or
otherwise, which are not embodied herein shall be of any force or
effect.

     

    IN
WITNESS WHEREOF, the undersigned acknowledges that he has read this Waiver and
Release Agreement and sets his hand and seal this ____ day of ____________,
200_.

    


    
      
        
          	 
      
	
                  Christopher L.
Smith

                


        

      

    

    


    Sworn to
and subscribed before me this

    _____ day
of ______________, 200_

     

     

    _______________________________

    Notary
Public

    


    My
Commission Expires:

    


    _____________________


    
      
         


      

      
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