**EXHIBIT 10.46**

**EMPLOYMENT AGREEMENT**

This Agreement is made andentered into by and between: 

**Xerium Technologies Brasil Indústria e Comércio S/A** (the“Company”), a Brazilian corporation located at Rodovia Americana-Piracicaba, Km 156,5, Distrito Industrial Unileste, CEP 13400-970, in the city of Piracicaba, State of São Paulo, registered with the National Registry of LegalEntities under no. CNPJ/MF no58.309.998/0001-90, and 

**Mr. Eduardo Fracasso**, a native of Brazil and amechanical engineer, bearer of the Labor Notebook number 64995, series number 010, and enrolled with the Individual Taxpayers’ Registry under number 025.456.198-50, resident and domiciled at Alameda Belvedere, 260, in the City ofAraçariguama, State of São Paulo - Brazil (the “Executive”). 

This Agreementis effective as of the 1st day of October, 2009 (the“Effective Date”). 

**WHEREAS**, the Executive was contracted by the Company in January 2008 as its President,Xerium South America; and 

**WHEREAS**, subject to the terms and conditions hereinafter set forth, the Company wishes tocontinue to employ the Executive, in the position of President of Xerium South America, and the Executive wishes to accept such continued employment; 

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

1. Employment. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers, and the Executive herebyaccepts continuation of employment as the Company’s President, as of the Effective Date. 

2. Term. The employmentof the Executive by the Company hereunder shall be for an indefinite term, commencing on the Effective Date. Termination of employment may occur in accordance with Section 5 hereof. For all purposes of this Agreement, references to (a) the“Termination Date” shall mean the date the Executive’s employment hereunder shall terminate pursuant to said Section 5, and (b) references to the “term” of the Executive’s employment hereunder shall mean theperiod commencing on the Effective Date and ending on the Termination Date. Following the Termination Date, unless specifically otherwise agreed between the Executive and any applicable party, the Executive shall cease to hold any position (whetheras an officer, director, manager, employee, trustee, fiduciary or otherwise) with the Company or any of its Subsidiaries or Affiliates. 

3. Capacity, Performance, Privacy and Work Location. 

(a) During the term of the Executive’s employment hereunder, the Executive shall serve the Company as President ofXerium South America. 

(b) During the term of the Executive’s employment hereunder, the Executive shall beemployed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of the Company and its Subsidiaries as may be designated from time to time by the Company’s partners. 

(c) During the term of the Executive’s employment hereunder, the Executive shall devote his full business time to theadvancement of the business and interests of the Company and its Subsidiaries and to the discharge of his duties and responsibilities hereunder. The Executive shall not engage in any other business activity or serve in any industry, trade,professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Company’s partners in writing. 

(d) The Executive hereby acknowledges and agrees that all the equipment, computers and software that he may use in connectionwith his activities are exclusively owned by the Company, including his e-mail, and that he will have no privacy or confidentiality when he accesses the Company’s intranet or the Internet, and that he may be subject to inspections regardingeverything that he produces or receives through the *e-mail* or the Internet, or by using the Company’s *software*. 

(e) The main place of work of the Executive will be the City of Piracicaba, State of São Paulo - Brazil. Notwithstanding, in view of his position and the nature of his functions, the Executiveagrees to be transferred to other places within the Brazilian territory. In such event, the Company shall not be obligated to pay the Executive any additional remuneration. 

4. Compensation and Benefits. During the term of the Executive’s employment hereunder as compensation for all services performedby the Executive: 

(a) Base Salary. The Company shall pay the Executive a base salary of R$48,749.33 permonth, totaling a compensation of R$658,116 per year effective as of October 1, 2009, payable in accordance with the payroll practices of the Company for its executives and subject to increase from time to time according to Brazilian laws. Suchbase salary, as from time to time increased, is hereafter referred to as the “Base Salary.” 

 

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(b) Annual Incentive Bonus Plan. The Executive shall be entitled toparticipate in any and all annual incentive bonus plans (the “Annual Bonus Plans”) from time to time in effect for senior executives of the Company generally. The terms of each Annual Bonus Plan and the Executive’s participationtherein shall be determined by the Compensation Committee of the Board of Directors of Xerium Technologies, Inc. (the “Board”); provided, however, that the Executive shall be entitled to participate in such Annual Bonus Plansat a minimum participation rate of fifty percent (50%) of his Base Salary paid for the applicable year, with any awards thereunder payable only to the extent earned pursuant to the terms of the applicable Annual Bonus Plan and subject toadjustment in accordance with the terms of the applicable Annual Bonus Plan. The Compensation Committee of the Board may alter, modify, add to or delete any Annual Bonus Plan at any time as it, in its sole judgment, determines to be appropriate.

(c) Other Incentive Plans. The Executive shall be entitled to participate in any and all cash, equity,bonus and other incentive plans which are not Annual Bonus Plans (the “Long Term Plans”) from time to time in effect for senior executives of the Company generally. The terms of each Long Term Incentive Plan and the Executive’sparticipation therein shall be determined by the Compensation Committee of the Board. The Compensation Committee of the Board may alter, modify, add to or delete any Long Term Plan at any time as it, in its sole judgment, determines to beappropriate. 

(d) The Company is hereby authorized to deduct from the Executive’s remuneration the amountnecessary to cover all damages caused by the Executive, whether or not caused by willful misconduct. 

(e)Vacations. The Executive shall be entitled to an annual vacation of thirty (30) days per each year of employment. The use of the vacation days shall be subject to the reasonable business needs of the Company. Vacation shall otherwise begoverned by Brazilian labor laws and the policies of the Company, as in effect from time to time. 

(f) OtherBenefits. Subject to any contribution therefor generally required of executives of the Company, the Executive shall be entitled to participate in any and all employee benefit plans from time to time in effect for executives of the Companygenerally, except to the extent such plans are in a category of benefit specifically otherwise provided to the Executive under this Agreement. Such participation shall be subject to the terms of the applicable plan documents and generally applicableCompany policies. The Company may alter, modify, add to or delete employee benefit plans at any time as it, in its sole judgment, determines to be appropriate. 

 

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(g) Business Expenses. The Company shall pay or reimburse theExecutive for all reasonable and necessary business expenses incurred or paid by the Executive in the performance of his duties and responsibilities hereunder. These expenses must be timely submitted to the Company. 

(h) Payments/Actions by Company. Wherever it is provided in this Agreement that payment of any form of compensation orany other action shall be made by the Company, such payment or action may be made by any Subsidiary or Affiliate of the Company. 

5. Termination of Employment. The Executive’s employment hereunder shall terminate under the following circumstances: 

(a) Death. In the event of the Executive’s death during the term of the Executive’s employment hereunder, the Executive’s employment shall immediately and automatically terminate.

(b) By the Company for Cause. The Company may terminate the Executive’s employment hereunder forCause at any time upon notice to the Executive setting forth the nature of such Cause. The following shall constitute Cause for termination: (i) the Executive’s conviction of or plea of nolo contendere to a felony or other crime involvingmoral turpitude; (ii) the Executive’s fraud, theft or embezzlement committed with respect to the Company or its Subsidiaries; (iii) material breach by the Executive of any of the provisions of Sections 8, 9 or 10 hereof that causesdemonstrable harm to the Company or any of its Subsidiaries; or (iv) the Executive’s willful and continued failure to perform his material duties to the Company and its Subsidiaries; provided, however, that the Company mayterminate the Executive’s employment hereunder for “Cause” within the meaning of this clause (iv) only after the Company has provided written notice to the Executive of the failure, and the Executive shall not have remedied suchfailure within ten (10) business days following the effectiveness of such notice. 

(c) By the CompanyOther than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive. 

(d) By the Executive Other than for Good Reason. The Executive may terminate his employment hereunder other than forGood Reason (as defined in Section 5(e) below) at any time upon the provision of sixty (60) days’ written notice to the Company. In the event of termination of the Executive pursuant to this Section 5(d), the Board may elect towaive the period of notice or any portion thereof. 

 

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(e) By the Executive for Good Reason. The Executive may terminate hisemployment hereunder for Good Reason upon written notice to the Company setting forth in reasonable detail the nature of such Good Reason; provided, that such written notice must be delivered to the Company within ninety (90) days of theinitial existence of the condition or circumstance constituting or giving rise to the purported Good Reason. A termination by the Executive hereunder shall not be treated as a termination for Good Reason if the Company remedies the condition orcircumstance constituting or giving rise to the purported Good Reason within thirty (30) days of the receipt of the Executive’s notice, or if actual termination occurs more than two (2) years following the initial existence of suchcondition or circumstance. The following shall constitute Good Reason for purposes of this subsection (e): a requirement that the Executive relocate more than fifty (50) miles from his then-current principal residence, it being understood thatthe Executive may be required to travel frequently and that prolonged periods spent away from the Executive’s principal residence shall not constitute Good Reason. 

6. Compensation upon Termination. The Executive’s compensation upon termination will be the greater of the amounts provided by Brazilian Labor Laws or the amounts provided below in thisSection 6, but in no circumstance may the Executive be entitled to both compensation provided by Brazilian Labor Laws and the compensation provided below in this Section 6. 

(a) Death. In the event of a termination of the Executive’s employment hereunder by reason of death ascontemplated by Section 5(a), the Company shall pay in a lump sum within thirty (30) days of such termination to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive, to his estate, theBase Salary earned but not paid through the Termination Date. 

(b) By the Company for Cause. In theevent of any termination of the Executive’s employment hereunder by the Company for Cause as contemplated by Section 5(b), the Company shall have no further obligations to the Executive under this Agreement other than payment of BaseSalary through the Termination Date and except as specifically provided in Section 6(e). 

 

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(c) By the Company Other than for Cause or by the Executive for GoodReason. 

(i) Not Close in Time to a Change of Control. In the event of any termination of theExecutive’s employment hereunder by the Company pursuant to Section 5(c) or by the Executive pursuant to Section 5(e), which termination does not occur within three (3) months prior to or within two (2) years following aChange of Control, the Company (A) shall continue to pay the Executive the Base Salary at the rate in effect on the Termination Date for one (1) year, and (B) subject to any employee contribution applicable to the Executive on theTermination Date, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans for one (1) year (or such longer period as may be provided under the employee benefitplans of the Company), but only if the Executive does not have access at reasonable cost to substantially equivalent benefits through another employer, and provided that the Executive is entitled to continue such participation under applicable lawand plan terms. 

(ii) Close in Time to a Change of Control. In the event of any termination of theExecutive’s employment hereunder by the Company pursuant to Section 5(c) or by the Executive pursuant to Section 5(e), which termination occurs within three (3) months prior to or within two (2) years following a Change ofControl, the Company (A) shall continue to pay the Executive the Base Salary at the rate in effect on the Termination Date for eighteen (18) months, and (B) subject to any employee contribution applicable to the Executive on theTermination Date, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans for eighteen (18) months (or such longer period as may be provided under the employeebenefit plans of the Company), but only if the Executive does not have access at reasonable cost to substantially equivalent benefits through another employer, and provided that the Executive is entitled to continue such participation underapplicable law and plan terms. 

(iii) Conditions. Any obligation of the Company to the Executive underSection 6(c) hereof is conditioned upon (A) the Executive signing a release of claims in the form appended hereto as Attachment A or such other form as the Company may require (the “Employee Release”) within twenty-one(21) days (or such greater period as the Company may specify) following the date notice of termination of employment is given hereunder and upon the Executive’s not revoking the Employee Release in a timely manner thereafter, and(B) the Executive’s continued full performance of his continuing obligations hereunder, including those under Sections 8, 9 and 10. Base Salary to which the Executive is entitled under Section 6(c) hereof shall be payable inaccordance with the normal payroll practices of the Company in effect on the Termination Date and will begin at the Company’s next regular payroll period which is at least five (5) business days following the effective date of the EmployeeRelease, but shall be retroactive to the next business day following the Termination Date. 

 

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(iv) No reduction. The continued payments/contributions by theCompany that are described in Sections 6(c)(i) and 6(c)(ii) hereof shall not be reduced by any income or other compensation received by the Executive subsequent to the termination of his employment. 

(d) By the Executive Other than for Good Reason. If the Executive shall terminate his employment pursuant toSection 5(d), the Company shall continue to pay the Executive his Base Salary through the Termination Date (it being understood that if, in accordance with Section 5(d), the Board elects to waive the period of notice, or any portionthereof, the payment of Base Salary under this Section 6(d) shall continue through the notice period or any portion thereof so waived). 

(e) Post-Termination Obligations Generally. Except for (i) any right expressly set forth in this Section 6, (ii) any vested benefits under any employee benefit plan referred to inSection 4(f) which specifically is designed to provide benefits following termination of employment (such as any such plan providing benefits upon disability or retirement) (but subject to all of the terms, if any, of each such other benefitplan as to how such vested benefits will be treated following termination of employment), and (iii) any rights expressly set forth in any other written agreement to which the Executive and any of the Company or any of its Subsidiaries orAffiliates shall become parties from time to time after the date hereof, none of the Company or any of its Subsidiaries or Affiliates shall have any further obligations to the Executive, in connection with his employment or the termination thereof,following expiration of the term of the Executive’s employment hereunder. Satisfaction by the Company and other applicable Persons of such rights and benefits shall constitute full settlement of any claim that the Executive may have on accountof any termination of employment hereunder against the Company, any of its Subsidiaries or Affiliates and all of their respective past and present officers, directors, stockholders, members, managers, partners, controlling Persons, employees,agents, representatives, successors and assigns and all others connected with any of them, both individually and in their official capacities. 

 

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7. Restricted Activities. The Executive agrees that some restrictions on hisactivities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries: 

(a) While the Executive is employed by the Company and for one (1) year after his employment terminates (in theaggregate, the “Non-Competition Period”), the Executive shall not, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company. Specifically, but without limiting the foregoing, theExecutive agrees not to: (i) undertake any planning for any business competitive with the Company or any of its Subsidiaries; or (ii) engage in any manner in any activity that is competitive with the business of the Company or any of itsSubsidiaries. For the purposes of this Section 7, the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. 

(b) The Executive agrees that, during his employment with the Company, he will not undertake any outside activity, whether ornot competitive with the business of the Company or its Subsidiaries, that could reasonably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company or any of its Subsidiaries. 

(c) The Executive further agrees that, while he is employed by the Company and during the Non-Competition Period, theExecutive will not, directly or indirectly, (i) hire or attempt to hire any employee of the Company or any of its Subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of itsSubsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of itsSubsidiaries to terminate his or his relationship with the Company or any of its Subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its Subsidiaries to terminate or diminish its relationship with any ofthem, or, in the case of a customer, to conduct with any Person any competing business or activity. 

(d) In theevent that the one (1) year post-termination period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall be six (6) months. Also, in the event that the territory stated above isheld unenforceable by a court of competent jurisdiction due to its size, then the territory shall be Brazil. 

8.Confidential Information. 

(a) The Executive acknowledges that the Company and its Subsidiariescontinually develop Confidential Information, that the Executive has in the past and may in the future develop Confidential Information for the Company or its Subsidiaries and that the Executive has in the past and may in the future learn ofConfidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Subsidiaries for protecting Confidential Information and shall never use or disclose to any Person (except asrequired by applicable law or for the proper performance of his duties and responsibilities to the Company and its Subsidiaries), any Confidential Information obtained by the Executive incident to his employment or other association with the Companyor any of its Subsidiaries. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. 

 

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(b) All documents, records, tapes and other media of every kind anddescription relating to the business, present or otherwise, of the Company or its Subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusiveproperty of the Company and its Subsidiaries. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, allDocuments then in the Executive’s possession or control. 

9. Assignment of Rights to Intellectual Property. TheExecutive hereby acknowledges and agrees, by means of the present instrument, that he shall not have any right, title and interest in and to, and that the Company shall have all the right, title and interest (including rights related to patents,designs, copyrights and trade secrets) in and to all Intellectual Property, whether patentable or not, or otherwise protected under intellectual property laws. The Executive also acknowledges and agrees that all Intellectual Property, including anysoftware, consist in works made for hire for purposes of determining the Company’s right under the Software Law (Law No. 9,609 of February 19, 1998) and the Industrial Property Law (Law No. 9,279 of May 14, 1996).

(a) The Executive agrees to promptly disclose all Intellectual Property to the Company. The Executive herebyexpressly transfers and assigns to the Company any rights that it may have or acquire in and to all said Inventions, including any and all economic rights of author. The transfer and assignment referred to in this Clause is total, perpetual,irrevocable, free of any payments and valid worldwide for any and all types of use, in any and all types of media. 

(b) The Executive agrees to perform, during or after the term of this Agreement, all acts deemed necessary or desirable by the Company, at its expense, to allow and assist the Company to conclude, obtain, maintain, enforce and defend anyrights in and to the Intellectual Property assigned hereby to the Company. 

(c) The termination of thisAgreement shall not free the Executive or the Executive’s heirs and legal representatives from the obligations mentioned above related to the Intellectual Property. 

 

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10. Notification Requirement. Until the conclusion of the Non-Competition Period, theExecutive shall give notice to the Company of each new business activity that he plans to undertake at least thirty (30) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom suchactivity is undertaken and the nature of the Executive’s business relationship(s) and position(s) with such Person. The Executive shall provide the Company with such other pertinent information concerning such business activity as the Companymay reasonably request in order to determine the Executive’s continued compliance with his obligations under Sections 8, 9 and 10 hereof. 

11. Enforcement of Covenants. The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuantto Sections 7, 8 and 9 hereof. The Executive agrees that said restraints are necessary for the reasonable and proper protection of the Company and its Subsidiaries and that each and every one of the restraints is reasonable in respect to subjectmatter, length of time and geographic area. The Executive further acknowledges that, were he to breach any of the covenants contained in Sections 7, 8 and 9 hereof, the damage to the Company would be irreparable. The Executive therefore agrees thatthe Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond. Theparties further agree that, in the event that any provision of Sections 7, 8 and 9 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographicarea or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. 

12. Conflicting Agreements. The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict withany other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance ofhis obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent. 

13. Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided inthis Section 13 and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply: 

(a) “Affiliate” means, with respect to the Company or any other specified Person, any other Person directly or indirectly controlling, controlled by or under common control with the Company or such other specified Person, wherecontrol may be by management authority, equity interest or other means. 

 

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(b) “Change of Control” shall mean any of the following whichtakes place after the consummation of the initial public offering of common stock of the Company (including as part of an income deposit security or other investment unit) registered under the Securities Act of 1933, as amended: (i) any Personor “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Act”), other than the Company or any of its Subsidiaries or any trustee or other fiduciary holding securities underan employee benefit plan of the Company or one of its Subsidiaries, becomes a beneficial owner, directly or indirectly, in one or a series of transactions, of securities representing fifty percent (50%) or more of the total number of votes thatmay be cast for the election of directors of the Company; (ii) any merger or consolidation involving the Company or any sale or other disposition of all or substantially all of the assets of the Company, or any combination of the foregoing,occurs and the beneficial owners of the Company’s voting securities outstanding immediately prior to such consolidation, merger, sale or other disposition do not, immediately following the consummation of such consolidation, merger, sale orother disposition, hold beneficial ownership, directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for election of directors of the surviving or resulting corporation inthe case of any merger or consolidation or of the acquiring Person or Persons in the case of any sale or other disposition; or (iii) within twelve (12) months after a tender offer or exchange offer for voting securities of the Company(other than by the Company or any of its Subsidiaries), individuals who are Continuing Directors shall cease to constitute a majority of the Board. For the purpose of this definition, the term “beneficial owner” (and correlative terms,including “beneficial ownership”) shall have the meaning set forth in Rule 13d-3 under the Act. 

(c)“Confidential Information” means any and all information of the Company and its Subsidiaries that is not generally known by others with whom they compete or do business, or with whom they plan to compete or do business and any and allinformation which, if disclosed by the Company or its Subsidiaries, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing,manufacturing, marketing and financial activities of the Company and its Subsidiaries, (ii) the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Subsidiaries, (iv) theidentity and special needs of the customers of the Company and its Subsidiaries, and (v) the people and organizations with whom the Company and its Subsidiaries have business relationships and those relationships. Confidential Information alsoincludes any information that the Company or any of its Subsidiaries have received, or may receive hereafter, from others which was received by the Company or any of its Subsidiaries with any understanding, express or implied, that the informationwould not be disclosed. 

 

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(d) “Continuing Director” means, with respect to any eventreferred to in the definition of “Change of Control,” each individual who was a director of the Company immediately prior to the event in question and each individual whose election as a director by the Board or whose nomination forelection by the stockholders of the Company was approved by a vote of two-thirds (2/3) of the directors then still in office who were directors immediately prior to such event or whose election or nomination was previously so approved.

(e) “Intellectual Property” means inventions, discoveries, developments, methods, processes,compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others and whether or not duringnormal business hours or on or off the premises of the Company or any of its Subsidiaries) during the Executive’s employment with the Company or any of its Subsidiaries (including prior to the Effective Date if applicable) or within one(1) year after termination thereof, that relate to either the Products or any prospective activity of the Company or any of its Subsidiaries or that make use of Confidential Information or any of the equipment or facilities of the Company orany of its Subsidiaries. 

(f) “Person” means an individual, a corporation, a limited liabilitycompany, an association, a partnership, an estate, a trust and any other entity or organization. 

(g)“Products” mean all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Subsidiaries, together with all services provided or planned bythe Company or any of its Subsidiaries, during the Executive’s employment with the Company or any of its Subsidiaries (including prior to the Effective Date if applicable). 

(h) “Subsidiary” shall mean any Person of which the Company (or other specified Person) shall, directly orindirectly, own beneficially or control the voting of at least a majority of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally or at least a majority of the partnership, membership, joint venture orsimilar interests, or in which the Company (or other specified Person) or a Subsidiary thereof shall be a general partner or joint venturer without limited liability. 

14. Survival. The provisions of this Agreement shall survive following the Termination Date if so provided herein or desirable to accomplish the purposes of other surviving provisions, includingwithout limitation the provisions of Sections 6, 7, 8, 9, 10 and 11. 

 

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15. Withholding. All payments made by the Company under this Agreement shall bereduced by any tax or other amounts required to be withheld by the Company under applicable law. 

16. Assignment.Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assignits rights and obligations under this Agreement without the consent of the Executive in the event that the Company shall hereafter effect a reorganization, consolidation or merger or to whom the Company transfers all or substantially all of itsproperties or assets. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns. 

17. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a courtof competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and eachportion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

18.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by eitherparty of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 

19. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, when delivered bycourier at the Executive’s last known address on the books of the Company, or five (5) business days following deposit in the mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on thebooks of the Company or, in the case of the Company, to Xerium Technologies, Inc. at its principal place of business, attention of the Chairman of the Board of Directors. 

20. Entire Agreement. This Agreement and the other plans and documents specifically referred to herein constitute the entire agreement between the parties regarding the subject matter of thisAgreement and such other plans and documents and supersede all prior communications, agreements and understandings, written or oral, with respect to such subject matter. 

 

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21. Amendment. This Agreement may be amended or modified only by a written instrumentsigned by the Executive and by an expressly authorized representative of the Company. 

22. Headings. The headings andcaptions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement. 

23. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

24. Governing Law. This is a Brazilian contract and shall be construed and enforced under and be governed in allrespects by the laws of Brazil. 

*[Signature page follows]*

 

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*[Signature page for Employment Agreement]*

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Executive, and by the Company, through its dulyauthorized representative, as the date first above written. 

 
THE EXECUTIVE:    **Xerium Technologies Brasil Indústria e Comércio S/A**
/s/ Eduardo Fracasso
  By: 
/s/ Stephen R. Light
Eduardo Fracasso  Name: Stephen R. Light  Title: Chairman, CEO & President
 

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