Unassociated Document


     

     

     Exhibit
10.1

    


    AMENDMENT
AGREEMENT made this 5th day of
March 2009 by and between Drew Industries Incorporated a Delaware corporation
(the “Company”) and Christopher L. Smith (the “Executive”).

    


    WHEREAS, on December 23, 2008, the
Company and the Executive entered into an Amended and Restated Change in Control
Agreement (the “Agreement”): and

    


    WHEREAS, in connection with the
appointment of the Executive as Corporate Controller, the Company and the
Executive desire to amend the Agreement as set forth herein, effective March 5,
2009.

    


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

    


    
      	
              1.  

            	
              Amendment.

            


    

        

    Article  6. SEVERANCE PAYMENT
is hereby deleted and replaced with the following:

    


    
      	
              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
two (2) years following the Qualifying Termination, or (B) in the event of a
Voluntary Termination, for one (1) year following the Qualifying Termination, in
either event in accordance with the Company’s customary payroll practice (the
“Severance Payment”).  Except as provided in Section 6.5 hereof, such
payments shall commence on the next payroll payment date following the
Qualifying Termination.

    


    6.2           During
the second year following an Involuntary Termination, the Severance Payment
payable by the Company to Executive shall be reduced by an amount equal to the
compensation and other benefits received by Executive during either of such
periods from other employment or business activities.

    


    6.3           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.

    


    6.4           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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.5           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 6.5 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.

    


    2.           No Other
Changes

    Except as
set forth in this Amendment Agreement, all terms, provisions, condition and
restrictions contain in the Agreement shall remain I full force and
effect.

    


    IN WITNESS WHEREOF, the Company and the
Executive have executed this Amendment Agreement the day and year first
mentioned above.

     

    
      
        
          
            
              	 	Drew Industries Incorporated	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Fredric
      M. Zinn	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Christopher
      L. Smith