Letter between Richard L. Hornsby and the Company



 EXHIBIT 10.1 
  
 

 
  
 January 13, 2004

  
 Donald L Smith, Jr. 
 Chairman, President and CEO 
 Devcon International Corp. 
 1350 E. Newport Center Drive, Ste. 201 
 Deerfield Beach, FL 33442 
  
 Re: Retirement Program 
  
 Dear Don: 
  
 The purpose of this letter is to document my retirement program, as approved by the Compensation Committee of the Board of Directors and to agree on certain modifications
in the event of early termination of my employment due to death, disability or other factors; 
  
 The Retirement Program as approved by the Compensation Committee (the “Basic Program”) is attached and made a part of this letter agreement. Modification to the Basic Program in the event of various types of
termination of my employment are set forth below: 
  

	1.	If termination due to disability or by the Company prior to December 31, 2004, all provisions of the Basic Program will be maintained, 

  

	2.	If terminated by me prior to December 31, 2004, salary and health insurance shall cease as of the termination date; all other provisions of the Basic Program including current
salary amount for the calendar year 2005 shall be maintained. 

  

	3.	If termination due to death prior to December 31, 2005, all provisions of the Basic program will be null and void except that salary payments due through December 31, 2005 shall be
paid to my spouse at the annual rate of $190,000 for 2004 and $140,000 for 2005. 

  
 Please sign below signifying your agreement with the terms of this letter. 
  

	
	 Very truly yours,

	
	 /s/ Richard L. Hornsby


	 Richard L. Hornsby

	 Executive Vice President

	 Attachment


  
 AGREED: 
  

	
	 /s/ Donald L. Smith, Jr.


	 Donald L. Smith, Jr.

	 Chairman and President


  
 1350 E. NEWPORT CENTER
DRIVE, STE. 201, DEERFIELD BEACH, FL 33442 
 (954) 429-1500/TELEFAX (954) 429-1506 







 Richard Hornsby Retirement Program 
  
 This memo summarizes the retirement program approved by the Compensation Committee on December 23, 2003: 
  
 Rick’s retirement date will be December 31, 2004 after which time he will be retained
as a consultant as outlined below. 
  
 Retirement Program 
  

	1.	His then current salary (in the current approximate amount of $190,000 per year) will be continued for calendar year 2005. During 2005 he will provide consulting services (as per
the consulting program outlined below) of up to 350 hours, without additional compensation. 

  

	2.	Health insurance coverage will be terminated December 31,2004. 

  

	3.	Retirement pay of $32,000 per year, payable monthly, to commence January 1, 2006 and terminate at death. 

  

	4.	He will continue the use of the vehicle leased and insured by the company through the end of the lease period (Feb 2006). At the conclusion of the lease he will be paid $30,000.


  
 Consulting Program

  

	1.	Consulting duties shall include maintaining relationships with key Antigua government officials and businessmen, assistance in the development and monitoring of new business
ventures and other projects as directed by the Chairman and the Executive Committee (Management). 

  

	2.	The consulting services will commence on January 1, 2006 and will be contracted for on a year to year basis as deemed appropriate by Devcon’s management Compensation will be
$50,000 per year, payable monthly, with the understanding that any time spent in excess of 350 hours per year. will be billed at $150 per hour. 

  
 Devcon Hornsby Retirement