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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. |
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 Finance, Chief Financial Officer and
Treasurer and such other appropriate tasks as may reasonably be
requested, from time |
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