THE TWO YEARS PRECEDING THE TERMINATION, MULTIPLIED BY (Y) THREE, TWO OR ONE
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO THIS SECTION 5(B) DURING
THE FIRST, SECOND OR THIRD, RESPECTIVELY, 12-MONTH PERIOD OF THE TERM; PROVIDED,
THAT EXECUTIVE SHALL EXECUTE A RELEASE, PREPARED BY THE COMPANY, RELEASING THE
COMPANY FROM ALL CLAIMS AS A CONDITION OF RECEIVING THE SALARY AND BONUS (IF
ANY) PURSUANT TO THIS AGREEMENT.
SUCH AMOUNTS RECEIVED UNDER THIS PROVISION
SHALL BE REDUCED TO THE EXTENT THAT EXECUTIVE ACCEPTS OTHER EMPLOYMENT PRIOR TO
THE RECEIPT OF THE FINAL TERMINATION PAYMENT.
ANY TERMINATION UNDER THIS
SUBPARAGRAPH SHALL SERVE TO RELIEVE EXECUTIVE OF ALL HIS DUTIES AND AUTHORITY ON
BEHALF OF THE COMPANY AS OF THE DATE SUCH NOTICE STATES THE TERMINATION IS TO
TAKE EFFECT.
ALL OBLIGATIONS OF THE COMPANY TO EXECUTIVE UNDER THIS AGREEMENT
SHALL TERMINATE AS OF THE EFFECTIVE DATE OF ANY SUCH TERMINATION, EXCEPT FOR
OBLIGATIONS ACCRUED PRIOR TO SUCH EFFECTIVE DATE.
3.
MISCELLANEOUS.
ALL OTHER PROVISIONS OF THE AGREEMENT SHALL
REMAIN EFFECTIVE.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDMENT AS OF THE DATE SET
FORTH ABOVE.
DYNAMIC MATERIALS CORPORATION
By:
/s/ Yvon Cariou
Yvon Cariou
President and Chief Executive Officer
EXECUTIVE
/s/ Richard A. Santa
Richard A. Santa