EXHIBIT 10.1
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AMENDMENT TO
EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT
AGREEMENT dated May 1, 2009 between
William E. Saxelby (the "Executive") and Landauer, Inc., a
Delaware
corporation (the "Company").
WHEREAS, the Executive and the
Company are parties to an Employment
Agreement dated as of September 28, 2005 (the "Employment
Agreement");
WHEREAS, the Employment Agreement
provides that if the Executive is
employed by the Company on September 28, 2010 (or if his
employment
terminates prior to that date under certain circumstances described
in the
Employment Agreement), he is entitled to receive, following his
termination
of employment, a supplemental pension under the Supplemental Key
Executive
Retirement Plan of Landauer, Inc. (the "SERP") calculated as though
the
Executive had completed 20 years of service with the Company
(such
supplemental pension, the "Supplemental SERP Benefit");
WHEREAS, the Company previously
amended the SERP with respect to all
participants therein, other than the Executive, to provide that the
SERP
would become a "frozen plan" and that all benefit accruals
thereunder would
cease effective March 31, 2009;
WHEREAS, the Company and the
Executive desire to amend the Employment
Agreement to provide that the Supplemental SERP Benefit will be
provided
under the NQ Excess Plan of Landauer, Inc. (the "DC Excess Plan");
and
WHEREAS, the Company is amending the
SERP with respect to the
Executive to provide that the SERP became a "frozen plan" and that
all
benefit accruals thereunder ceased effective March 31, 2009.
NOW, THEREFORE, in consideration of
the premises and the mutual
agreements contained herein, the Company and the Executive hereby
agree as
follows:
1. Section
3(g) of the Employment Agreement is amended in its
entirety, effective as of March 31, 2009, to read as follows:
(g) SUPPLEMENTAL RETIREMENT BENEFIT. If (i) the
Executive is
employed by the Company on the fifth anniversary of the Effective
Date,
(ii) the Executive is terminated prior to such fifth anniversary
with
