EMPLOYMENT AGREEMENT

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

(Donald M. Labonte)

THIS AGREEMENT made as of the 1st day of July, 2008, by and among Rock of Ages Corporation, a Delaware corporation, with a principal place of business at 560 Graniteville Road, Graniteville, Vermont (the "Company"), and Donald M. Labonte (the Employee"), residing at 53 Boulevard Notre Dame, Stanstead, Quebec J0B 3E2.

FACTUAL BACKGROUND:

A.

The Company has employed Employee in various positions for many years and now wishes to employ Employee as its President and Chief Executive Officer, with responsibilities as determined by the Board to oversee and direct the operations and affairs of the Company subject to the supervision, direction and control of the Board of Directors of the Company or its designee (the "Position") and Employee wishes to accept such employment subject to the terms and conditions of this Agreement.

B.

 The Company and its direct and indirect subsidiaries, successors and assigns (herein referred to as the ROAC Corporate Group) quarry dimension stone for architectural and memorial use, and manufacture, sell and otherwise deal in granite, marble, bronze and other memorials, monuments and other products, perform services related thereto, and market and sell such products and services at wholesale, and, in the case of certain memorials, monuments and mausoleums, directly to the consumer, in the United States and in various foreign countries ("Company's Business") and have accumulated valuable and confidential information including trade secrets and know-how relating to technology, manufacturing procedures, formulas, machines, marketing plans, sources of supply, business strategies and other business records.

C.

 The agreement by Employee to enter into the covenants contained herein is a condition precedent to the employment of Employee by the Company in the Position.  Employee hereby acknowledges said covenants and acknowledges that his execution of this Agreement are express conditions of his employment in the Position; and that said covenants are given as material consideration for such employment and the other benefits conferred upon him by this Agreement.

D.

As used herein, the term "Company" shall refer to the Company and, where applicable, to any member of the ROAC Corporate Group for which Employee may from time to time be performing services under this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the employment provided hereunder, and other valuable consideration, receipt of which is hereby

acknowledged, the parties hereto agree as follows:

1.

EMPLOYMENT. Company agrees to employ Employee, and Employee accepts employment in the Position, reporting to the Board of Directors (the "Board") or, in the Board's sole discretion, to a designee thereof as may be designated by the Board from time to time, all upon the terms and conditions hereinafter set forth.

2.

DUTIES AND POLICIES.

(a) 

DUTIES. The Employee agrees to devote his full time and best efforts to his employment duties in the Position during the Term (as hereinafter defined).

(b) 

POLICIES. Employee agrees to abide by the policies, rules, regulations or usages applicable to him as established by Company and the ROAC Corporate Group from time to time and provided to Employee in writing (collectively, the Company's "Policies").

(c) 

COMPANY LOCATIONS. Employee shall be primarily assigned to the Company's  Stanstead, QC Canada office as well at its office in Graniteville, Vermont, but the Employee must be available for regular travel, meetings and temporary functions at other Company and ROAC Corporate Group locations and offices and lender and investor locations as may be required to fulfill the duties and responsibilities of the Position. Employee is currently a Canadian citizen and will continue to be considered an employee of and paid by the Company's wholly-owned subsidiary, Rock of Ages Canada, Inc. ("ROA Canada"). The Company and Employee each acknowledge that the Employee  may, voluntarily during the term of this Agreement, establish domicile in the state of Vermont, U.S.A.  

(d) 

INDEMNIFICATION.  As an executive officer of the Company, the Employee will be covered by the Company's director and officer liability insurance, as in effect from time to time, and shall be entitled to indemnification in accordance with the Company's bylaws and as permitted by Delaware General Corporation Law.

3.

TERM. The term of Employee's employment hereunder shall be five (5) years, beginning on the date first above written (the "Commencement Date"), unless extended or sooner terminated as hereinafter provided (the "Term").  Commencing within the 12 months prior to the expiration of this agreement, the Company and the Employee will engage in a good faith effort to negotiate the terms of a new employment agreement or an extension of this agreement in form and substance acceptable to each of the parties.  If the parties do not enter into a new employment agreement or an extension of this agreement, and this agreement expires, then the Employee may elect to continue in the Company's employment without a new agreement and as an employee-at-will, or, in his discretion, elect to terminate his employment with the Company.  If the Employee elects to terminate his employment with the Company during the 12 month period following expiration of this agreement, or if the Company elects to terminate Employee's employment without cause during any period of employment after expiration of this agreement, the Employee shall be entitled to the Severance Payment and Benefits provided in section 7(b) hereof

4.

COMPENSATION.  For all services to be rendered by Employee in any capacity hereunder as may be determined by the Board from time to time in its sole discretion, the Company shall pay Employee the following:

(a)

SALARY. The Company, through ROA Canada, shall pay Employee an annual salary of Two Hundred Seventy Thousand Canadian Dollars ($270,000 CDN), less withholding and other taxes required by federal and provincial law (the "Annual Base Salary"), payable in equal monthly installments.  Employee shall be eligible to receive increases in his Annual Base Salary pursuant to periodic salary reviews by the Board of Directors it being understood such increases are not guaranteed, but are subject to Employee's job performance and the determination by the Board of Directors, in its sole discretion, to award salary increases to Employee.  The first such salary review shall occur not later than March 1, 2009.  The Annual Base Salary shall not be decreased during the Term. Should Employee become a domiciliary of the United States, then, in that event, the base pay shall be paid in United States funds.

(b)

BONUS. Employee may also be awarded a bonus or bonuses from time to time during the Term in such amounts, if any, and at such time, if any, as the Board of Directors may determine, in its sole discretion.  Employee shall be entitled to participate in any annual performance bonus program for officers with bonus amounts and performance criteria to achieve the bonus amounts as set and formally approved by the Compensation Committee of the Board of Directors in its sole discretion.

5.

FRINGE BENEFITS.  During the term of this Agreement, Employee shall be entitled to participate in such fringe benefits as, from time to time, may be applicable to similarly situated employees of ROA Canada, subject to the terms and conditions of such fringe benefit plans. The Employee's "Initial Fringe Benefits" include those listed on EXHIBIT 5 attached hereto and incorporated herein by reference. The Initial Fringe Benefits may be phased out and terminated and ROA Canada may substitute for the Initial Fringe Benefits such different and/or additional fringe benefits as ROA Canada, from time to time after the date hereof, makes available for its similarly situated employees.

6.

DUPLICATION OF CANADIAN AND U.S. FRINGE BENEFITS.  The Employee acknowledges and agrees that unless and until he establishes domicile in the United States, he remains for all purposes, including, but not limited to, eligibility for fringe benefits and employee benefit programs, an employee of ROA Canada, and, as an employee of Rock of Ages Canada, Inc. and as a Canadian citizen, the Employee may not equitably claim or be entitled to or eligible for any benefits arising under the laws of the United States or the State of Vermont, whether or not qualified under the Employee Retirement Income Security Act of 1976 ("ERISA") from or sponsored by Rock of Ages Corporation or any of its United States subsidiaries, and the Employee hereby knowingly and voluntarily waives any rights or claims that he may have to such benefits or any duplication thereof.

If, during the term of this agreement, the Employee establishes domicile in the United States, then and in that event, his entitlement to benefits available under the laws of the United States and the State of Vermont shall be handled in compliance with such laws and in accordance with the Company's policies and practices for its United States-based senior officers; provided, however, that to the extent permitted by applicable law, the Company shall not be obligated to provide benefits to the Employee which are duplicative of benefits paid to him as a Canadian citizen or employee.  Any waiver herein of any such entitlement to benefits which as a matter of law cannot be waived shall not be interpreted in a manner so as to create of violation of United States or Vermont law, but rather to avoid the inequitable duplication of benefits.  To the extent such duplication occurs, the Company shall be entitled to an equitable credit or setoff in an amount equal to the amount of such duplication. 

7.

TERMINATION.

(a)

TERMINATION BECAUSE OF DEATH OR TOTAL DISABILITY. This Agreement and Employee's employment hereunder will terminate automatically upon the date of Employee's Death or Total Disability. Employee shall be deemed to have incurred a Total Disability:

(i) if Company maintains a long term disability policy in effect for the benefit of Employee, on the date when the Employee shall have received total disability benefits under said policy for a period of six (6) months;

(ii) if no such long term disability insurance policy is in effect on the date when Employee suffers from a physical or mental disability of such magnitude and effect that Employee is unable to perform the essential functions of Employee's assigned Position notwithstanding reasonable accommodation and such disability continues during a period of twelve (12) continuous or noncontiguous months within the eighteen (18) month period beginning on the first day of the month in which the first day of disability occurs;

(iii) if Employee illegally uses drugs and, as a result, performance of Employee's duties and/or employment with Company is in any way impaired; or

(iv) on the date when Employee receives more than twelve (12) weeks of payments under the Social Security Act (or its Canadian equivalent) because it is determined by the Social Security Administration (or its Canadian equivalent) that Employee is totally disabled.

Total Disability as set forth in subsections (ii) or (iii) above shall be deemed to have occurred upon the written certification to Company thereof by Employee's personal physician, which certification may be requested in writing by Company. If Employee does not have a personal physician or refuses to consult with his personal physician, Company may select a licensed physician, board-certified in internal medicine or family practice, at its cost, to examine Employee, which physician shall, for purposes hereof, be deemed to be the Company's physician; provided, that if Employee

 refuses to be examined by the Company's physician within thirty (30) days after the physician's appointment by Company, then Employee may, at the Company's discretion, be conclusively presumed to have become Totally Disabled as of the close of such thirty (30) day period. If Employee has been examined by, and disagrees with the opinion of Company's physician, then Employee may select a second licensed, board-certified physician, at Employee's cost, to examine Employee. If said two (2) physicians disagree as to whether Employee is Totally Disabled, then the personal physician and the Company shall then select a third licensed, board-certified physician, with the cost of this third physician to be split between Company and Employee, to examine Employee. Upon examination of Employee by the three (3) physicians, each physician shall render an opinion with respect to the condition of Employee in regards to Employee's Total Disability, and the opinion of a majority of the physicians shall be binding upon all parties.

(b)

TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate Employee's employment without cause and by giving Employee thirty (30) days prior written notice. Except as provided in section 3 hereof, in the event of termination or notice of termination by Company without cause, Employee will be entitled to the following, subject to Section 23 hereof: (1) a sum equal to twelve (12) months of his then current Annual Base Salary, payable in twelve (12) equal monthly installments (less applicable withholdings), with the first such installment being due on the 15 ^th day of the month following the date of such termination and subsequent payments being made on the same day of each of the following months; (2) earned but unpaid bonus (if any) for the year in which this Agreement is terminated, prorated to date of termination and payable when such bonuses are normally paid; and (3) continuation of ROA Canada's extended health care coverage (or, if Employee is domiciled in the United States, continuation of applicable health care coverage) at active employee contribution rates for a period of 1 year following the date of termination of this Agreement (collectively, the "Severance Payments and Benefits").  The Company's obligation to pay the Severance Payments and Benefits under this Section 7 shall be subject to the execution and non-revocation of a general release in favor of the Company, and any such payments shall be made in lieu of (and not in addition to) any severance or other termination benefits that might be due the Employee pursuant to Quebec provincial or Canadian federal law.

(c)

TERMINATION BY THE COMPANY FOR CAUSE.  Termination of Employee by the Company for (1) embezzlement or other theft of corporate property; (2) a material breach of Section 8 or 11 of this Agreement by Employee while employed by the Company; (3) drug, alcohol or other substance abuse; (4) sexual harassment, battery or other criminally actionable offense by Employee against an employee or customer of the Company; (5) Employee's conviction of any felony or indictable offence while employed by the Company; or  (6) gross neglect or malfeasance in the performance of his duties,   The Company may terminate this Agreement and Employee's employment hereunder

for cause by giving the Employee written notice of such termination, and such termination shall be effective immediately upon the giving of such notice.  In the event of a termination by the Company for cause Employee shall not be entitled to payment of any further compensation, salary or benefits under the terms of this Agreement (includin