Exhibit 10.1






            Change-in-Control
            Severance Plan for Senior Executives


            X-Rite, Incorporated

            April 1, 2007


















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Contents




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Article 1. Establishment and Term of the Plan                                  1

Article 2. Definitions                                                         2

Article 3. Severance Benefits                                                  5

Article 4. Noncompetition and Confidentiality                                  8

Article 5. Excise Taxes                                                       10

Article 6. Contractual Rights and Legal Remedies                              11

Article 7. Successors                                                         11

Article 8. Miscellaneous                                                      12











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X-Rite, Incorporated
Change-in-Control Severance Plan


Article 1. Establishment and Term of the Plan
      1.1   Establishment of the Plan. X-Rite, Incorporated, a Michigan
corporation (the "Company"), hereby establishes a severance plan to be known as
the "X-Rite, Incorporated Change-in-Control Severance Plan for Senior
Executives" (the "Plan"). The Plan provides severance benefits to certain
employees (as identified in Appendix A) of the Company ("Executive" or
"Executives") upon certain terminations of employment from the Company.

      The Company considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Company and its shareholders. In this connection, the Company recognizes
that, as is the case with many publicly held corporations, the possibility of a
change in control may arise and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its
shareholders.

      Accordingly, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management to their assigned duties without distraction
in circumstances arising from the possibility of a Change in Control of the
Company.

      1.2   Plan Term. This Plan will commence on April 1, 2007 (the "Effective
Date") and shall continue in effect for two full calendar years (through April
1, 2009) (the "Initial Term").

      The Initial Term of this Plan automatically shall be extended for two
additional years at the end of the Initial Term, and then again after each
successive two-year period thereafter (each such two-year period following the
Initial Term a "Successive Period"). However, the Company may terminate this
Plan entirely or terminate any individual Executive's participation in the Plan
at the end of the Initial Term, or at the end of any Successive Period
thereafter, by giving all Executives (or select Executives if terminating select
Executives' participation in the Plan) written notice of intent not to renew,
delivered at least six (6) months prior to the end of such Initial Term or
Successive Period. If such notice is properly delivered by the Company, this
Plan or the select Executives' participation in this Plan, as the case may be,
along with all corresponding rights, duties, and covenants shall automatically
expire at the end of the Initial Term or the Successive Period then in progress.
Notwithstanding the foregoing, except in the event of an Anticipatory
Termination (as defined in Section 3.2), each Executive's participation in the
Plan shall terminate automatically upon any termination of his or her employment
with the Company occurring prior to a Change in Control of the Company.

      1.3   Change-in-Control Renewal. In the event that a Change in Control of
the Company occurs during the Initial Term or any Successive Period, upon the
effective date of such Change in Control, the term of this Plan shall
automatically and irrevocably be renewed for a period of twenty-four (24) full
calendar months from the effective date of such Change in Control. This Plan
shall thereafter automatically terminate following the twenty-four (24) month
Change in Control renewal period. Further, this Plan shall be assigned to, and
shall be assumed by the purchaser or successor of the Company in such Change in
Control, as further provided in Article 7 herein.


Article 2. Definitions
      Wherever used in this Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:

      (a)     "Plan" means this X-Rite, Incorporated Change-in-Control Severance
              Plan for Senior Executives.
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      (b)     "Base Salary" means, at any time, the then regular annual rate of
              pay which the Executive is receiving as annual salary, excluding
              amounts: (i) received under short-term or long-term incentive or
              other bonus plans, regardless of whether or not the amounts are
              deferred, or (ii) designated by the Company as payment toward
              reimbursement of expenses.

      (c)     "Beneficial Owner" or "Beneficial Ownership" shall have the
              meaning ascribed to such term in Rule 13d-3 of the General Rules
              and Regulations under the Exchange Act.

      (d)     "Board" or "Board of Directors" means the Board of Directors of
              the Company.

      (e)     "Cause" shall mean the occurrence after a Change in Control of the
              Company of any one or more of the following:

               (i)    The Executive's willful failure to substantially perform
                      his or her duties with the Company (other than any such
                      failure resulting from the Executive's Disability), after
                      a written demand for substantial performance is delivered
                      to the Executive that specifically identifies the manner
                      in which the Committee believes that the Executive has not
                      substantially performed his or her duties, and the
                      Executive has failed to remedy the situation within thirty
                      (30) business days of such written notice from the
                      Company;

               (ii)   Gross negligence in the performance of the Executive's
                      duties which results in material financial harm to the
                      Company;

               (iii)  The Executive's conviction of, or plea of guilty or nolo
                      contendere, to any felony or any other crime involving the
                      personal enrichment of the Executive at the expense of the
                      Company;

               (iv)   The Executive's willful engagement in conduct that is
                      demonstrably and materially injurious to the Company,
                      monetarily or otherwise; or

               (v)    The Executive's willful violation of any of the covenants
                      contained in Article 4.

      (f) "Change in Control" shall occur if any of the following events occur:

               (a)    The acquisition by any individual, entity, or group (other
                      than the Company, any of its subsidiaries or any employee
                      benefit plan maintained by the Company or any of its
                      subsidiaries) of Beneficial Ownership of thirty percent
                      (30%) or more of the combined voting power of the
                      Company's then outstanding securities with respect to the
                      election of Directors of the Company;

               (b)    The consummation of a reorganization, merger, or
                      consolidation of the Company or sale or other disposition
                      of all or substantially all of the assets of the Company
                      (a "Corporate Transaction"); excluding, however, a
                      Corporate Transaction pursuant to which all or
                      substantially all of the individuals or entities who are
                      the Beneficial Owners of the Company immediately prior to
                      the consummation of the Corporate Transaction will
                      beneficially own, directly or indirectly, more than sixty
                      percent (60%) of the combined voting power of the
                      outstanding voting securities of the entity resulting from
                      the Corporate Transaction; or

               (c)    The individuals who, as of the Effective Date, constitute

                      the Board (the "Incumbent Board") cease for any reason to
                      constitute at least a majority of such Board; provided,
                      that any individual who becomes a Director of the Company
                      subsequent to the Effective Date, whose election, or
                      nomination for election by the Company's shareholders, was
                      approved by the vote of at least a majority of the
                      Directors then comprising the Incumbent Board shall be
                      deemed a member of the Incumbent Board; and provided

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                      further, that any individual who was initially elected as
                      a Director of the Company as a result of an actual or
                      threatened election contest, as such terms are used in
                      Rule 14a-11 of Regulation 14A promulgated under the
                      Exchange Act, or any other actual or threatened
                      solicitation of proxies or consents by or on behalf of any
                      Person other than the Board shall not be deemed a member
                      of the Incumbent Board.

      (g)     "Code" means the U.S. Internal Revenue Code of 1986, as amended
              from time to time.

      (h)     "Committee" means the Compensation Committee of the Board of
              Directors of the Company, or, if no Compensation Committee exists,
              then the full Board of Directors of the Company, or a committee of
              Board members, as appointed by the full Board to administer this
              Plan.

      (i)     "Company" means X-Rite, Incorporated, a Michigan corporation, and
              any successor thereto as provided in Article 7 herein.

      (j)     "Disability" or "Disabled" shall have the meaning ascribed to such
              term in the Company's governing long-term disability plan, or if
              no such plan exists, at the discretion of the Board.

      (k)     "Effective Date of Termination" means the date on which a
              Qualifying Termination occurs, as provided in Section 3.2 herein,
              which triggers the payment of Severance Benefits hereunder.

      (l)     "Exchange Act" means the Securities Exchange Act of 1934, as
              amended from time to time, or any successor act thereto.

      (m)     "Good Reason" means, without the Executive's express written
              consent, the occurrence after a Change in Control of the Company
              of any one (1) or more of the following:

               (i)    A material reduction of the Executive's authorities,
                      duties, or responsibilities as an executive and/or officer
                      of the Company from those in effect as of ninety (90)
                      calendar days prior to the Change in Control, other than
                      an insubstantial and inadvertent reduction that is
                      remedied by the Company promptly after receipt of notice
                      thereof given by the Executive; provided, however, that
                      any reduction in the foregoing resulting merely from the
                      acquisition of the Company and its existence as a
                      subsidiary or division of another entity such as a change
                      in reporting relationship or title shall not be sufficient
                      to constitute Good Reason;

               (ii)   The Company's requiring the Executive to be based at a
                      location in excess of fifty (50) miles from the location
                      of the Executive's principal job location or office
                      immediately prior to the Change in Control; except for
                      required travel on the Company's business to an extent
                      substantially consistent with the Executive's then present
                      business travel obligations;

               (iii)  A reduction by the Company of the Executive's Base Salary
                      in effect on the Effective Date hereof, or as the same
                      shall be increased from time to time, in excess of ten
                      percent (10%); or

               (iv)   The failure of the Company to continue in effect, or the
                      failure to continue the Executive's participation on
                      substantially the same basis in, any of the Company's
                      short- and long-term incentive compensation plans, or
                      employee benefit or retirement plans, policies, practices,
                      or other compensation arrangements in which the Executive
                      participates prior to the Change in Control of the Company
                      unless such failure to continue the plan, policy,
                      practice, or arrangement pertains to all plan participants
                      generally; provided, however, that a decrease in the
                      Executive's Target Annual Total Compensation in excess of
                      ten percent (10%) shall constitute Good Reason.
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              Unless the Executive becomes Disabled, the Executive's right to
              terminate employment for Good Reason shall not be affected by the
              Executive's incapacity due to physical or mental illness. The
              Executive's continued employment shall not constitute consent to,
              or a waiver of rights with respect to, any circumstance
              constituting Good Reason herein.

      (n)     "Notice of Termination" shall mean a written notice which shall
              indicate the specific termination provision in this Plan relied
              upon, and shall set forth in reasonable detail the facts and
              circumstances claimed to provide a basis for termination of the
              Executive's employment under the provision so indicated.

      (o)     "Person" shall have the meaning ascribed to such term in Section
              3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
              thereof, including a "group" as defined in Section 13(d).

      (p)     "Qualifying Termination" means any of the events described in
              Section 3.2 herein, the occurrence of which triggers the payment
              of Severance Benefits hereunder.

      (q)     "Severance Benefits" mean the severance benefits as provided in
              Section 3.3(a) through 3.3(f) herein.

      (r)     "Target Annual Total Compensation" shall mean the sum of all

              elements of the Executive's pay and benefits including the
              Executive's Base Salary, target annual short-term incentives,
              target annualized long-term incentive grants, employee benefits
              and retirement plans. For purposes of measuring target annualized
              long-term incentive grant, the awards shall be measured on their
              date of grant using reasonable assumptions, including, but not
              limited to, fair value principles such as those identified in
              Statement of Financial Accounting Standards No. 123, Share-Based
              Payment; the value of such awards shall be annualized over the
              frequency of their grant. In the case of employee benefit and
              retirement plans, the annual value of such plans shall be
              measured using reasonable assumptions (including reasonable
              actuarial assumptions as necessary).


Article 3. Severance Benefits
      3.1   Right to Severance Benefits. The Executive shall be entitled to
receive from the Company Severance Benefits as described in Section 3.3 herein,
if during the term of this Plan there has been a Change in Control of the
Company and if, within twenty-four (24) calendar months immediately thereafter,
the Executive's employment with the Company shall end for any reason specified
in Section 3.2 herein as being a Qualifying Termination. The Severance Benefits
described in Section 3.3(a), 3.3(b), 3.3(c), and 3.3(d), (and Section 3.3(f) if
applicable) herein shall be paid in cash to the Executive in a single lump sum
as soon as practicable following the Qualifying Termination, but, in no event
later than thirty (30) calendar days from such date; provided, however, that if
it is determined that Section 8.7 of this plan is applicable, the timing of such
payments shall be as provided in Section 8.7.

      3.2   Qualifying Termination. The occurrence of any one or more of the
following events (a "Qualifying Termination") within twenty-four (24) calendar
months immediately following a Change in Control of the Company shall trigger
the payment of Severance Benefits to the Executive, as such benefits are
described under Section 3.3 herein:

              (a) The Company's termination of the Executive's employment
                  without Cause; or

              (b) The Executive's termination of employment for Good Reason.

      A Qualifying Termination shall also include a termination by the Company
within six (6) months prior to a Change in Control if such termination occurs at
the request of any party involved in, or otherwise in connection with or in
anticipation of, the Change in Control transaction (an "Anticipatory
Termination"); in such event, the date of the Qualifying Termination shall be
deemed to be the date of the Change in Control. A Qualifying Termination shall
not include a termination of the Executive's employment within twenty-four (24)

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calendar months after a Change in Control by reason of death, Disability, the
Executive's voluntary termination without Good Reason, or the Company's
termination of the Executive's employment for Cause.

      3.3   Description of Severance Benefits. In the event that the Executive
becomes entitled to receive Severance Benefits as provided in Sections 3.1 and
3.2 herein, the Company shall, in lieu of and to the exclusion of any severance
pay and benefits payable by the Company under the Executive's Employment
Agreement with the Company, pay to the Executive and provide the Executive with
the following:

              (a)    A lump-sum cash amount equal to the Executive's unpaid Base
                     Salary, accrued vacation pay, unreimbursed business
                     expenses, and all other items earned by and owed to the
                     Executive through and including the Effective Date of
                     Termination. Such payment shall constitute full
                     satisfaction for these amounts owed to the Executive.

              (b)    Any amount payable to the Executive under the annual
                     short-term incentive plan then in effect in respect of the
                     most recently completed fiscal year, to the extent not
                     theretofore paid. Such payment shall constitute full
                     satisfaction for these amounts owed to the Executive.

              (c)    A lump-sum cash amount equal to the sum of: (i) two (2)
                     multiplied by the Executive's annual rate of Base Salary in
                     effect upon the Effective Date of Termination or, if
                     greater, by the Executive's annual rate of Base Salary in
                     effect immediately prior to the occurrence of the Change in
                     Control plus (ii) two (2) multiplied by the Executive's
                     then current target incentive opportunity based on ("Target
                     Incentive Opportunity") established under the annual
                     short-term incentive plan in effect for the plan year in
                     which the Executive's Qualifying Termination occurs or, if
                     greater, the Executive's Target Incentive Opportunity in
                     effect prior to the occurrence of the Change in Control.

              (d)    A lump-sum cash amount equal to the greater of: (i) the
                     Executive's then-current Target Incentive Opportunity
                     established under the annual short-term incentive plan for
                     the plan year in which the Executive's Qualifying
                     Termination occurs; or (ii) the Executive's Target
                     Incentive Opportunity in effect prior to the occurrence of
                     the Change in Control, in each case as adjusted on a pro
                     rata basis based on the number of whole months the
                     Executive was actually employed during such plan year. Such
                     payment shall constitute full satisfaction for these
                     amounts owed to the Executive.

               (e)   Unless otherwise provided in a plan document, award
                     agreement, or otherwise, all outstanding equity-based
                     long-term incentive vehicles, including but not limited to
                     stock options, stock appreciation rights, restricted stock,
                     or restricted stock units ("Equity Awards") shall become
                     immediately vested in full upon a Qualifying Termination.
                     In the event such Equity Awards would not otherwise vest
                     solely by the continued employment of the Executive
                     ("Performance Vesting Equity Awards"), such Performance
                     Vesting Awards shall vest at the time of the Change in
                     Control. The number of shares that shall vest shall be
                     determined as if a target level of performance had been
                     achieved and shall be prorated based on the length of time
                     within the performance period elapsed prior to the Change
                     in Control.

              (f)    Subject to clauses (i) and (ii) below, Company shall
                     provide, at the exact same cost to the Executive, and at
                     the same coverage level as in effect as of the Effective
                     Date of Termination (subject to changes in coverage levels
                     applicable to all employees generally), a continuation of
                     the Executive's (and the Executive's eligible dependents')
                     health insurance coverage for twenty-four (24) months from
                     the Effective Date of Termination. The applicable
                     Consolidated Omnibus Budget Reconciliation Act of 1986, as
                     amended ("COBRA"), health insurance benefit continuation
                     period shall begin coincident with the beginning of this
                     twenty-four (24) month benefit continuation period.

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                           (i) If the Executive becomes covered under the health
                           insurance coverage of a subsequent employer which
                           does not contain any exclusion or limitation with
                           respect to any preexisting condition of the Executive
                           or the Executive's eligible dependents, this health
                           insurance benefit coverage by the Company shall be
                           discontinued prior to the end of the twenty-four (24)
                           month continuation period. For purposes of enforcing
                           this offset provision, the Executive shall have a
                           duty to inform the Company as to the terms and
                           conditions of any subsequent employment and the
                           corresponding benefits earned from such employment.
                           The Executive shall provide, or cause to provide, to
                           the Company in writing correct, complete, and timely
                           information concerning the same.

                           (ii) If, as of the Effective Date of Termination, the
                           provision to the Executive of the health insurance
                           coverage described in this Section 3.3(f) would
                           either (1) violate the terms of the health insurance
                           plan (or any other related insurance policies), (2)
                           violate any of the Code's nondiscrimination
                           requirements applicable to the health insurance
                           coverage, or (3) trigger tax penalty under Code
                           Section 409A, then the Company, in its sole
                           discretion, may elect to pay the Executive, in lieu
                           of the health insurance coverage described under this
                           Section 3.3(f), a lump sum cash payment equal to the
                           total monthly premiums (or in the case of a self
                           funded plan, the cost of COBRA continuation coverage)
                           that would have been paid by the Company for the
                           Executive under the health insurance plan from the
                           date of termination through the second anniversary of
                           such date.

                     In the event that any health insurance coverage provided
                     under this Section 3.3(f) is subject to federal, state, or
                     local income or employment taxes, or in the event that a
                     lump sum payment is made in lieu of health insurance
                     coverage under Section 3.3(f)(ii), Company shall provide
                     the Executive with an additional payment in the amount
                     necessary such that after payment by the Executive of all
                     such taxes (calculated after assuming the Executive pays
                     such taxes for the year in which the payment or benefit
                     occurs at the highest marginal tax rate applicable),
                     including the taxes imposed on the additional payments, the
                     Executive effectively received coverage on a tax free basis
                     or retains a cash amount equal to the health insurance cash
                     payments provided pursuant to Section 3.3(f)(ii).

      3.4   Termination for Total and Permanent Disability. Following a Change
in Control, if the Executive's employment with the Company is terminated due to
Disability, the Company shall, in lieu of and to the exclusion of any amounts
payable by the Company under the Executive's Employment Agreement with the
Company in such event, pay the Executive all amounts described in Section 3.3(a)
and (b) herein through the Effective Date of Termination. All other benefits due
Executive shall be determined in accordance with the Company's retirement,
insurance, and other applicable plans and programs then in effect.

      3.5   Termination Due to Death. Following a Change in Control, if the
Executive's employment with the Company is terminated by reason of death, the
Company shall, in lieu of and to the exclusion of any amounts payable by the
Company under the Executive's Employment Agreement with the Company in such
event, pay the Executive's estate all amounts described in Section 3.3(a) and
(b) herein through the Effective Date of Termination. All other benefits due
Executive shall be determined in accordance with the Company's retirement,
survivor's benefits, insurance, and other applicable programs then in effect.

      3.6   Termination for Cause or by the Executive Other Than for Good
Reason. Following a Change in Control, if the Executive's employment with the
Company is terminated either: (i) by the Company for Cause; or (ii) by the
Executive other than for Good Reason, the Company shall, in lieu of and to the
exclusion of any amounts payable by the Company under the Executive's Employment
Agreement with the Company in either such event, pay the Executive all amounts

<PAGE>


described in Section 3.3(a) and (b) herein through the Effective Date of
Termination, plus all other amounts to which the Executive is entitled under any
compensation plans of the Company at the time such payments are due, and the
Company shall have no further obligations to the Executive under this Plan.

      3.7   Notice of Termination. Any termination of the Executive's employment
by the Company for Cause or by the Executive for Good Reason shall be
communicated by Notice of Termination to the other party.


Article 4. Noncompetition and Confidentiality

          During the term of this Plan, the following shall apply:
      (a)     Noncompetition; Nonsolicitation.  During the term of this Plan and
              for a period of twenty-four (24) months after the Effective Date
              of Termination, the Executive shall not: (i) participate directly
              or indirectly, in the ownership, management, financing or control
              of any business which is, or is about to become, a competitor of
              the Company or its subsidiaries; (ii) provide consulting services
              or serve as an officer or director for any such business; or
              (iii) solicit for employment or other services or employ or
              engage as a consultant or otherwise any person who is or was an
              employee of the Company, or encourage or facilitate any person
              who is or was an employee of the Company to terminate his or her
              employment with the Company. Notwithstanding the foregoing, the
              Executive shall not be prohibited from owning stock of any
              corporation whose shares are publicly traded so long as that
              ownership is in no case more than five percent (5%) of such
              shares of the corporation. The time period for the restrictions
              set forth in this Section shall be extended by the number of days
              in which the Executive is in breach of such restrictions. In the
              event of a violation of this Section 4(a), the Company retains
              all rights to seek monetary damages against the Executive or to
              seek other equitable remedies against the Executive.

      (b)     Confidentiality. The Company has advised the Executive and the
              Executive acknowledges that it is the policy of the Company to
              maintain as secret and confidential all Protected Information (as
              defined below), and that Protected Information has been and will
              be developed at substantial cost and effort to the Company. All
              Protected Information shall remain confidential permanently, and
              the Executive shall not, at any time, directly or indirectly,
              divulge, furnish, or make accessible to any person, firm,
              corporation, association, or other entity (otherwise than as may
              be required in the regular course of the Executive's employment
              with the Company), nor use in any manner, either during the term
              of employment or after termination, at any time, for any reason,
              any Protected Information, or cause any such information of the
              Company to enter the public domain.

              For purposes of this Plan, "Protected Information" means trade
              secrets, confidential and proprietary business information of the
              Company, and any other information of the Company, including, but
              not limited to, customer lists (including potential customers),
              sources of supply, processes, plans, materials, pricing
              information, internal memoranda, marketing plans, internal
              policies, and products and services which may be developed from
              time to time by the Company and its agents or employees, including
              the Executive; provided, however, that information that is in the
              public domain (other than as a result of a breach of this Plan),
              approved for release by the Company or lawfully obtained from
              third parties who are not bound by a confidentiality agreement
              with the Company, is not Protected Information.

      (d)     Cooperation. The Executive agrees to cooperate with the Company
              and its attorneys in connection with any and all lawsuits, claims,
              investigations, or similar proceedings that have been or could be
              asserted at any time arising out of or related in any way to the
              Executive's employment by the Company or any of its subsidiaries.

      (e)     Non-Disparagement and Non-Interference. At all times, the
              Executive agrees not to disparage, criticize, condemn, or impugn
              the Company, its related and affiliated companies, their products
              nor its or their former or current owners, directors, officers,

<PAGE>


              employees, agents, insurers, and representatives. The Company
              covenants and agrees not to disparage, criticize, condemn, or
              impugn the Executive or his or her service for the Company. The
              Executive also agrees that he or she will not directly or
              indirectly interfere with or adversely affect, the Company's
              business relationships, reputation, contracts, pricing or other
              relationships that the Company has with its former, current, or
              prospective customers, suppliers, clients, employees, businesses,
              financial institutions, shareholders, or others persons or
              entities with whom the Company interacts or relates.


Article 5. Excise Taxes
      5.1   Excise Tax Gross-Up Payment. If the Executive becomes entitled to
Severance Benefits under this Plan, or benefits under any other agreement with
or plan of the Company (in the aggregate, the "Total Payments"), and all or any
part of the Total Payments will be subject to the tax (the "Excise Tax") imposed
by Section 4999 of the Code (or any similar tax that may hereafter be imposed),
the Company shall pay an additional amount (the "Gross-Up Payment") such that
the net amount retained by the Executive after deduction of any Excise Tax upon
the Total Payments and any federal, state, and local income tax, penalties,
interest, and Excise Tax upon the Gross-Up Payment provided for by this Section
5.1 (including FICA and FUTA), shall be equal to the Total Payments. Such
payment shall be made by the Company to the appropriate taxing agency; provided,
however, that the Gross-Up Payment shall only be made by the Company if the
Executive's Total Payments result in the Executive receiving total "parachute
payments," within the meaning of Section 280G(b)(2) of the Code, which equal at
least one hundred ten percent (110%) of the amount the Executive would be
entitled to receive without becoming subject to the Excise Tax under the Code
("Maximum Amount"). If the Executive's Total Payments would result in less than
one hundred ten percent (110%) of the Maximum Amount, the Executive's Total
Payments shall be capped at the Maximum Amount that may be paid without
incurring Excise Tax. If the Total Payments become subject to the cap described
above, the amount due to the Executive under Section 3.3(c) shall be reduced
initially; thereafter, the Committee shall determine how the Total Payments
subject to the cap shall be paid.

      5.2   Tax Computation. In determining the potential impact of the Excise
Tax, the Company may rely on any advice it deems appropriate, including, but not
limited to, the counsel of its independent auditors. All calculations for
purposes of determining whether any of the Total Payments will be subject to the
Excise Tax and the amounts of such Excise Tax will be made in accordance with
applicable rules and regulations under Section 280G of the Code in effect at the
relevant time.

      For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Executive's residence on the
date of termination of employment, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes.

      5.3   Subsequent Recalculation. If the Internal Revenue Service adjusts
the computation of the Company so that the Executive did not receive the
greatest net benefit, the Company shall reimburse the Executive for the full
amount necessary to make the Executive whole, plus a market rate of interest, as
reasonably determined by the Committee.

      If, after the receipt by the Executive of an amount advanced by the
Company pursuant to this Article 5, the Executive becomes entitled to receive
any refund with respect to such claim due to an overpayment of any Excise Tax or
income tax, including interest and penalties with respect thereto, the Executive
shall (subject to the Company's complying with the requirements of this Section
5.3) promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).

Article 6. Contractual Rights and Legal Remedies
      6.1   Payment Obligations Absolute. The Company's obligation to make the
payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances including, without

<PAGE>


limitation, any offset, counterclaim, recoupment, defense, or other right which
the Company may have against the Executive or anyone else. All amounts payable
by the Company hereunder shall be paid without notice or demand.

      The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Plan, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Plan, except to the extent provided
in Section 3.3(f) herein.

      6.2   Contractual Rights to Benefits. This Plan establishes and vests in
the Executive a contractual right to the benefits to which he or she is entitled
hereunder. However, nothing herein contained shall require or be deemed to
require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.

      6.3   Arbitration. The Executive shall have the right and option to elect
(in lieu of litigation) to have any dispute or controversy arising under or in
connection with this Plan settled by arbitration, conducted before a panel of
three (3) arbitrators sitting in a location selected by the Executive within
fifty (50) miles from the location of his or her job with the Company, in
accordance with the rules of the American Arbitration Association then in
effect. The Executive's election to arbitrate, as herein provided, and the
decision of the arbitrators in that proceeding, shall be binding on the Company
and the Executive. Judgment may be entered on the award of the arbitrator in any
court having jurisdiction.

      6.4   Legal Fees and Expenses. The Company shall pay all reasonable legal
fees, costs of litigation, costs of arbitration, prejudgment interest, and other
expenses which are incurred in good faith by the Executive as a result of the
Company's refusal to provide the benefits to which the Executive becomes
entitled under this Plan, or as a result of the Company's (or any third party's)
contesting the validity, enforceability, or interpretation of the Plan, or as a
result of any conflict between the parties pertaining to this Plan; provided,
however, that if the court (or arbitration panel, as applicable) determines that
the Executive's claims were arbitrary and capricious, the Company shall have no
obligation hereunder.

Article 7. Successors
      7.1   Successors to the Company. The Company shall require any successor
(whether direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation, or otherwise) of all or a
significant portion of the assets of the Company by agreement, in form and
substance satisfactory to the Executive, to expressly assume and agree to
perform this Plan in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. Regardless
of whether such agreement is executed, this Plan shall be binding upon any
successor in accordance with the operation of law and such successor shall be
deemed the "Company" for purposes of this Plan.

      7.2   Assignment by the Executive. This Plan shall inure to the benefit of
and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Executive dies while any amount would still be payable to him
or her hereunder had he or she continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Plan to the Executive's devisee, legatee, or other designee, or if there is no
such designee, to the Executive's estate.

Article 8. Miscellaneous
      8.1   Employment Status. This Plan is not, and nothing herein shall be
deemed to create, an employment contract between the Executive and the Company
or any of its subsidiaries. Except to the extent modified or supplemented
hereby, the Employment Agreement between the Executive and the Company shall
remain in full force and effect notwithstanding the Executive's participation in
this Plan.

<PAGE>


      8.2   Entire Plan. This Plan contains the entire understanding of the
Company and the Executive with respect to the subject matter hereof. In
addition, the payments provided for under this Plan in the event of the
Executive's termination of employment shall be in lieu of any severance benefits
payable under any severance plan, program, or policy of the Company to which the
Executive might otherwise be entitled.

      8.3   Notices. All notices, requests, demands, and other communications
hereunder shall be sufficient if in writing and shall be deemed to have been
duly given if delivered by hand or if sent by registered or certified mail to
the Executive at the last address he or she has filed in writing with the
Company or, in the case of the Company, at its principal offices.

      8.4   Conflicting Plans. This Plan completely supersedes any and all prior
change-in-control agreements or understandings, oral or written, entered into by
and between the Company and the Executive, with respect to the subject matter
hereof, and all amendments thereto, in their entirety. Further, the Executive
hereby represents and warrants to the Company that his or her entering into this
Plan, and the obligations and duties undertaken by him or her hereunder, will
not conflict with, constitute a breach of, or otherwise violate the terms of,
any other employment or other agreement to which he or she is a party, except to
the extent any such conflict, breach, or violation under any such agreement has
been disclosed to the Board in writing in advance of the signing of this Plan.

      8.5   Includable Compensation. Severance Benefits provided hereunder shall
not be considered "includable compensation" for purposes of determining the
Executive's benefits under any other plan or program of the Company unless
otherwise provided by such other plan or program.

      8.6   Tax Withholding. The Company shall withhold from any amounts payable
under this Plan all federal, state, city, or other taxes as legally required to
be withheld.

      8.7   Internal Revenue Code Section 409A. The Company shall, to the extent
necessary and only to the extent necessary, modify the timing of delivery of
Severance Benefits if it is determined that the timing would subject the
Severance Benefits to the additional tax and/or interest assessed under Code
Section 409A. In such event, such payments shall occur as soon as practicable
without causing such payment to trigger tax penalty under Code Section 409A.

      8.8   Severability. In the event any provision of this Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included. The captions of this
Plan are not part of the provisions hereof and shall have no force and effect.

      Notwithstanding any other provisions of this Plan to the contrary, the
Company shall have no obligation to make any payment to the Executive hereunder
to the extent, but only to the extent, that such payment is prohibited by the
terms of any final order of a federal or state court or regulatory agency of
competent jurisdiction; provided, however, that such an order shall not affect,
impair, or invalidate any provision of this Plan not expressly subject to such
order.

      8.9   Modification. No provision of this Plan may be modified, waived, or
discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by each and every Executive then covered by the Plan and by a
member of the Committee, or by the respective parties' legal representatives or
successors.

      8.10  Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein shall include the feminine and any feminine term
used herein shall include the masculine; the plural shall include the singular
and the singular shall include the plural.

      8.11  Applicable Law. To the extent not preempted by the laws of the
United States, the laws of Michigan shall be the controlling law in all matters
relating to this Plan without giving effect to principles of conflicts of laws.

<PAGE>


         IN WITNESS WHEREOF, the Company has duly executed this Plan on this 1st
day of April, 2007.


X-RITE, INCORPORATED



/s/Thomas J. Vacchiano, Jr.
---------------------------
By: Thomas J. Vacchiano, Jr.
President and Chief Executive Officer