EMPLOYMENT AGREEMENT

1.

Employment . X-Rite hereby employs Executive, and Executive hereby accepts employment, on the terms and subject to the conditions set forth herein.

2.

Employment Period . Executive’s employment hereunder shall commence as of the Effective Date and shall continue until terminated as provided in this Agreement (the “ Employment Period ”).

3.

Compensation . During the Employment Period, Executive shall be paid an annual salary, annual performance bonuses, incentive compensation and other fringe benefits, as determined from time to time by X-Rite’s Chief Executive Officer and Chief Technology Officer, subject to the following:

(a)

Base Salary . During the Employment Period, X-Rite shall pay to Executive a salary at the annual rate of Two Hundred Sixteen Thousand United States Dollars ($216,000) (the “ Base Salary ”), subject to change in accordance with Section 16. Executive’s Base Salary shall be paid in accordance with X-Rite’s normal payroll practices.

(b)

Short-Term Incentive (Bonus) . Executive will be entitled to participate in any bonus plan or other incentive compensation program now or hereafter applicable to X-Rite’s executives. Executive’s annual performance bonus potential shall initially be forty percent (40%) of his Base Salary if X-Rite achieves target performance and up to eighty percent (80%) of his Base Salary if X-Rite achieves exceptional performance.

(c)

Long-Term Incentive . Executive will be entitled to participate in a long-term incentive compensation program now or hereafter applicable to X-Rite’s executive band. Initially, sixty percent (60%) of Executive’s total long-term incentive compensation amount shall consist of restricted stock awards granted

pursuant to the terms and conditions of the X-Rite, Incorporated Restricted Stock Agreement and forty percent (40%) of Executive’s total long-term incentive compensation amount shall consist of stock option awards granted pursuant to the terms and conditions of the X-Rite, Incorporated Employee Stock Option Plan Officer Stock Option Agreement.

(d)

Insurance and Other Fringe Benefits . Executive shall be offered such insurance and other fringe benefits including, but not limited to, medical, dental, long term disability, group life insurance, and accidental death and dismemberment insurance, employee stock purchase plan, and 401(k) retirement plan pursuant to X-Rite’s plans and policies in effect from time to time for its executives.

(e)

Expense Reimbursement . Executive shall be entitled to payment and/or reimbursement for all reasonable expenses incurred by Executive in the course of performing his duties and responsibilities hereunder which are consistent with X-Rite’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to X-Rite’s expense reimbursement policy, including requirements with respect to reporting and documentation of such expenses.

(f)

Vacation . Executive will be entitled to five (5) weeks of vacation until such time as his X-Rite service entitles him to additional vacation under X-Rite’s vacation policy.

Notwithstanding anything to the contrary contained in this Section 3 but subject to the provisions of Section 16, all of X-Rite’s practices, policies, and exhibits referenced are subject to change or amendment in accordance with X-Rite’s historic practice or as provided therein.

For purposes of this Agreement, “ Target Annual Total Compensation ” shall mean the sum of all elements of Executive’s pay and benefits including Executive’s Base Salary, target annual 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).

4.

Duties . Executive’s duties shall be to serve as Senior Vice President, Engineering X-Rite, and to perform such duties consistent with that position as the Board of Directors, Chief Executive Officer or Chief Technology Officer of X-Rite directs from time to time. During the Employment Period, Executive shall report to the Chief Technology Officer of X-Rite or his designee, shall devote substantially all his business time and energy to the business and affairs of X-Rite and shall use his best efforts to perform his duties as an executive of X-Rite. Executive shall obtain prior approval before accepting a seat, or

serving, on the board of directors or advisory board of any other entity or organization, whether for profit or nonprofit, other than a church-related entity or organization.

5.

Loyalty . Executive agrees that during the Employment Period he will not, without the prior approval of X-Rite’s Chief Executive Officer or Chief Technology Officer, either for himself or on behalf of any other person, firm or corporation, directly or indirectly divert or attempt to divert from X-Rite any business opportunity or business whatsoever, or attempt to negatively influence any X-Rite customers or potential X-Rite customers with whom Executive may have dealings.

6.

Termination . Executive’s employment may be terminated as follows:

(a)

Death . If Executive dies during the Employment Period, this Agreement shall terminate upon Executive’s death. If the Employment Period is terminated as a result of Executive’s death, Executive’s heirs or estate shall be entitled to receive his Base Salary accrued up to the date of termination of employment but shall not be entitled to receive any further salary, bonus, severance, compensation or benefits from X-Rite; provided , however , that in the event the Employment Period is terminated under this Section 6(a) after June 30th in a year, X-Rite shall provide to Executive’s heirs or estate the pro rata portion (based on the number of full months of service by Executive in the year in which the Employment Period is terminated) of any annual performance bonus to which Executive is entitled for that year, payable within ninety (90) days following the end of such year; provided , that payment shall not occur prior to the six (6) month anniversary of the date of termination of employment. Such termination of this Agreement shall not, however, affect Executive’s rights under any stock option incentive programs or agreements, or restricted stock plans or agreements in which Executive participates or to which Executive is a party, and all unvested stock options and restricted shares held by Executive at the time of his death will vest upon such termination of employment.

(b)

Disability . For purposes of this Agreement, “ Disability ” means a physical or mental infirmity which impairs Executive’s ability to perform his duties under this Agreement which continues for a period of at least one hundred eighty (180) consecutive days. In the event of Executive’s Disability, this Agreement may be terminated as of the end of such one hundred eighty (180) days by X-Rite. If the Employment Period is terminated as a result of Executive’s Disability, Executive shall be entitled to receive his Base Salary accrued up to the date of termination of employment but shall not be entitled to receive any further salary, bonus, severance, compensation or benefits from X-Rite except for any benefits under applicable disability insurance; provided , however , that in the event the Employment Period is terminated under this Section 6(b) after June 30th in a year, X-Rite shall provide to Executive the pro rata portion (based on the number of full months of service by Executive in the year in which the Employment Period is terminated) of any annual performance bonus to which Executive is entitled for that year, payable within ninety (90) days following the end of such year; provided , that payment shall not occur prior to the six (6) month anniversary of the date of termination of employment. Such termination of this Agreement shall

not, however, affect Executive’s rights under any stock option incentive programs or agreements, or restricted stock plans or agreements in which Executive participates or to which Executive is a party, and all unvested stock options and restricted shares held by Executive at the time of his Disability will vest upon such termination of employment.

(c)

Termination by X-Rite for Cause . X-Rite shall have the right to terminate Executive’s employment for “ Cause .” For purposes of this Agreement, “ Cause ” shall be limited to Executive:

(i)

engaging in conduct involving dishonesty or fraud or being convicted of a crime involving moral turpitude;

(ii)

engaging in conduct which is intentionally injurious to X-Rite, monetarily or otherwise; or

(iii)

failing to perform assigned duties consistent with Section 4 above (other than any failure resulting from an illness or other similar incapacity or disability), provided that failing to achieve X-Rite’s business objectives shall not solely by itself constitute Cause, or to comply with policies applicable to all X-Rite executives, after a demand for performance or compliance is made in writing to Executive which specifically identifies the manner in which it is alleged that Exe