Exhibit 10.1 AMENDMENT TO CHANGE IN CONTROL AGREEMENT

EX-10.1 2 v067300_101.htm Unassociated Document

Exhibit 10.1

AMENDMENT TO CHANGE IN CONTROL AGREEMENT

Amendment Agreement made this 18^th day of July 2006 by and between Fredric M. Zinn (“Executive”) and Drew Industries Incorporated, a Delaware corporation (the “Company”).

WHEREAS, Executive has been Executive Vice President and Chief Financial Officer of the Company; and

WHEREAS, the Company and Executive entered into a Change In Control Agreement effective as of September 12, 2003 (the “Agreement”), and wish to amend the Agreement as expressly provided herein in order to conform the Agreement to other Change in Control Agreements subsequently entered into by the Company,

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is hereby agreed as follows:

1.	AMENDMENT

1.1 Section 5.1 is hereby amended by adding to the end of the second sentence the following:

“and fifteen (15) miles from the Company’s location on the date hereof.”

1.2 Section 6.1 is hereby amended by adding the following as the last sentence:

“Such payments shall commence on the next payroll payment date following the Qualifying Termination.”

2.	NO OTHER CHANGES

Except as set forth in this Amendment Agreement, all terms, provisions, conditions and restrictions contained in the Agreement shall remain in 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: /s/Leigh J. Abrams

Name: Leigh J. Abrams

Title: President and Chief Executive Officer

/s/Fredric M. Zinn

Fredric M. Zinn