EXHIBIT 10.1
SECOND AMENDMENT TO THE
TERMINATION AGREEMENT
This Second Amendment to the
Termination Agreement, effective as of November 16, 2004 (the
“Effective Date”), is made by and between Gregory D.
Waller (hereinafter referred to as the “Employee”) and
Sybron Dental Specialties, Inc. (hereinafter referred to as the
“Company”).
WHEREAS, Employee is currently employed by the Company as
its Vice-President- Finance, Chief Financial Officer and
Treasurer;
WHEREAS , Employee had previously announced his desire
to retire from his current position as of April 1, 2005 and to
discontinue his employment with the Company, and had executed a
“Termination Agreement” setting forth the terms and
conditions of an orderly transition of his duties and
responsibilities upon his retirement;
WHEREAS, Employee and Company amended the Termination
Agreement to correct certain items contained therein (the
“First Amendment to the Termination
Agreement”);
WHEREAS, the Company requested and Employee agreed to
postpone his retirement from the Company until May 10,
2005;
WHEREAS, Company and Employee have agreed that it is
necessary amend the Termination Agreement to reflect the new
retirement date, as well as make some other amendments to the
Termination Agreement; and
WHEREAS, Employer and Company have agreed upon the other
amendments to be made to the Termination Agreement.
NOW, THEREFORE,
Employee and Company, in
consideration of the mutual covenants and agreements hereinafter
set forth, the receipt and sufficiency of which are hereby
acknowledged, agree to amend the Termination Agreement as of the
Effective Date, as follows:
1. Paragraph 1 of the Termination
Agreement is deleted in its entirety and the following is inserted
in its place:
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1.
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Employee’s employment with Company will be
terminated effective May 10, 2005 (the “Termination
Date”). From the date of this Agreement until May 10, 2005
(the “Employment Period”), Employee shall continue to
perform the duties he is currently performing for the Company,
including but not limited to those duties associated with the
position of Vice-President F
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