ROCK OF AGES CORP
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<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit10.htm
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<p><b>EXHIBIT 10.1</b></p>

<p>&nbsp;</p>

<p align=center><b>EMPLOYMENT
AGREEMENT<br>
(Executive Officer
Level)</b></p>

<p><b>&nbsp;</b></p>

<p>&nbsp;&nbsp;&nbsp; THIS AGREEMENT made as of the 16th day of June, 2006, by
and among Rock of Ages Corporation, a Delaware corporation, with a place of
business at 772 Graniteville Road, Graniteville, Vermont (the &quot;Company&quot;),
and Douglas S. Goldsmith (the &quot;Employee&quot;), residing at 32 Chittenden
Drive, Burlington, Vermont 05401.</p>

<p align=center>FACTUAL BACKGROUND:</p>

<p>&nbsp;&nbsp;&nbsp; A.&nbsp;&nbsp;&nbsp; Company wishes to employ Employee as a
senior officer of the Company, initially as President and Chief Operating Officer of the
Quarry Division (the &quot;COO&quot;), reporting to the Chief Executive Officer
of the Company, with principal responsibilities for top and bottom line growth
of the Company's quarry operations (the &quot;Position&quot;) and with such
other executive duties and responsibilities, and such other or different senior
executive positions, as Company may assign to Employee; and Employee wishes to
accept such employment subject to the terms and conditions of this agreement.</p>

<p>&nbsp;&nbsp;&nbsp; B.&nbsp;&nbsp;&nbsp; Company and its direct and indirect
subsidiaries, successors and assigns (herein referred to as the ROAC Corporate
Group) quarry, manufacture, sell and otherwise deal in granite, marble, bronze
and other memorials, monuments and other products, perform services related
thereto, and market such products and services at wholesale and retail in the United
  States and in various foreign countries (Company's &quot;Business&quot;) 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.</p>

<p>&nbsp;&nbsp;&nbsp; C.&nbsp;&nbsp;&nbsp; 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 Employee's execution of this agreement are express
conditions of Employee's employment; and that said covenants are given as material
consideration for such employment and the other benefits conferred upon Employee by
this agreement.</p>

<p>&nbsp;&nbsp;&nbsp; D.&nbsp;&nbsp;&nbsp; As used herein, the term
&quot;Company&quot; shall refer to 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.</p>

<p>&nbsp;&nbsp;&nbsp; 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:</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp; EMPLOYMENT. Company agrees to employ
Employee, and Employee accepts employment in the Position, reporting to the
Chief Executive Officer of the Company, all upon the terms and conditions hereinafter set
forth.</p>

<p>&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp; DUTIES AND POLICIES.</p>

<p>&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp; DUTIES. The Employee agrees to devote his
full time and best efforts to Employee's employment duties in the Position or
such other or different positions to which Employee may be assigned during the
Term (as hereinafter defined), and to such other duties as may be assigned to
Employee from time to time by Company.</p>

<p>&nbsp;&nbsp;&nbsp; (b)&nbsp; POLICIES. Employee agrees to abide by the
policies, rules, regulations or usages applicable to Employee as established
by Company and the ROAC Corporate Group, from time to time and provided to
Employee in writing (collectively, the Company's &quot;Policies&quot;).</p>

<p>&nbsp;&nbsp;&nbsp; (c) COMPANY LOCATIONS. Employee shall be
primarily assigned to the Company's Graniteville, Vermont office, 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.</p>

<p>&nbsp;&nbsp;&nbsp; (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.</p>

<p>&nbsp;&nbsp;&nbsp; 3. TERM. The term of Employee's employment
under this agreement (the &quot;Term&quot;) shall be three (3) years, beginning
on the date first above written, unless terminated earlier as hereinafter
provided. Upon the expiration hereof, the Company shall not be under any
obligation (including any obligation of good faith and fair dealing) to renew
this Agreement.</p>

<p>&nbsp;&nbsp;&nbsp; 4. COMPENSATION. For all services to be
rendered by Employee in any capacity hereunder, the Company shall pay Employee the
following:</p>

<p>&nbsp;&nbsp;&nbsp; (a) SALARY. The Company shall pay Employee an
annual salary of One Hundred Eighty Five Thousand Four Dollars ($185,004), less
withholding and other taxes required by federal and state law (the &quot;Annual
Base Salary&quot;), payable in equal monthly installments. Employee shall be
eligible to receive increases in Employee's Annual Base Salary pursuant to
periodic salary reviews consistent with Company's corporate policies, it being
understood such increases are not guaranteed, but are subject to Employee's job
performance and the determination by the Company, in its sole discretion, to
award salary increases to Employee. The Annual Base Salary shall not be
decreased during the Term.</p>

<p align="center">2</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; (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 Company may determine, in its sole discretion, to award
such bonuses. Employee's annual bonus target shall be up to 50% of Annual Base
Salary, with performance criteria to achieve the bonus target to be set by the
Compensation Committee of the Board of Directors, in consultation with the
Chief Executive Officer.</p>

<p>&nbsp;&nbsp;&nbsp; 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 the Company's similarly situated employees,
subject to the terms and conditions of such fringe benefit plans. The
Employee's &quot;Initial Fringe Benefits&quot; include those listed on EXHIBIT
5 attached hereto and incorporated herein by reference. The Initial Fringe Benefits
may be phased out and terminated and the Company may substitute for the Initial
Fringe Benefits such different and/or additional fringe benefits as the Company
from time to time, after the date hereof, makes available for the Company's
similarly situated employees.</p>

<p>&nbsp;&nbsp;&nbsp; Fringe benefits as used in this section do not
include cash compensation, stock options or other compensation. The Company reserves
the right to modify, eliminate or change fringe benefits in its discretion.
Fringe benefits provided to Employee will, however, generally be not less
advantageous to Employee than those provided by Company to its similarly situated
employees.</p>

<p>&nbsp;&nbsp;&nbsp; 6. Reserved.</p>

<p>&nbsp;&nbsp;&nbsp; 7. TERMINATION.</p>

<p>&nbsp;&nbsp;&nbsp; (a) TERMINATION BECAUSE OF DEATH OR TOTAL
DISABILITY. Employee's employment will terminate automatically upon the date of
Employee's Death or Total Disability. Employee shall be deemed to have incurred
a Total Disability:</p>

<p>&nbsp;&nbsp;&nbsp; (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;</p>

<p>&nbsp;&nbsp;&nbsp; (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
noncontinuous months within the eighteen (18) month period beginning on
the first day of the month in which the first day of disability
occurs;</p>

<p>&nbsp;&nbsp;&nbsp; (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</p>

<p align="center">3</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; (iv) on the date when Employee receives more
than twelve (12) weeks of payments under the Social Security Act
because it is determined by the Social Security Administration that
Employee is totally disabled.</p>

<p>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 the 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 Employee's personal physician, Company may
select a licensed physician, board-certified in internal medicine or family
practice, at its cost, to examine the 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) days period. If Employee has been examined
by, and disagrees with the opinion of Company 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.</p>

<p>&nbsp;&nbsp;&nbsp; (b)&nbsp; TERMINATION BY THE COMPANY OR EMPLOYEE. The
Company may terminate Employee's employment with or without cause and by giving
Employee thirty (30) days prior written notice. In the event of termination or
notice of termination by Company without cause, or in the event that Employee
terminates Employee's employment for &quot;Good Reason&quot; (defined below) Employee
will be entitled to to the following, subject to Section 23 hereof: (i) a sum
equal to nine (9) months of his then current Annual Base Salary, payable in nine
(9) equal monthly installments (less applicable withholdings), with the first
such installment being due on the 15<sup>th</sup> 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; (ii) 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; (iii) continuation of health care
coverage at active employee contribution rates for a period of 1 year following
the date of termination of this agreement. Said payments shall be subject to
the execution and non-revocation of a general release in favor of the Company.</p>

<p align="center">4</p>

<hr>

<p>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,
or (5) Employee's conviction of any felony while employed by the Company shall
constitute and be in all respects termination for cause by the Company and
Employee shall not be entitled to the lump sum termination payment described in
preceding sentences of this section.</p>

<p>Employee may resign from employment at any time for any
reason by giving thirty (30) days written notice to Company of such intention.
In such event, Company may, in its discretion, permit Employee to work through
the notice period or accept the Employee's immediate resignation. In the event
of a termination by the Company for cause or by Employee, Employee shall not be
entitled to payment of any further compensation, salary or benefits under the
terms of this agreement (including the termination payment described above)
except (i) Annual Base Salary through the date of termination; (ii) any vested
benefits under the then current Company employee benefit plans; (iii) accrued
but unused vacation; and (iv) any benefit continuation or conversion rights
under the then current Company employee benefit plans.</p>

<p>For the purposes of this section 7, &quot;Good Reason&quot; shall mean
the occurrence, without Employee's consent, of any of the following events or
circumstances: (a) any material breach by the Company of this agreement; (b)
if the Employee no longer reports to the CEO of the Company or its successors
or assigns; (c) any material diminution in the Employee's position, authority
or responsibilities with the Company; or (d) a change by the Company in the
location of the Employee's office at Graniteville, Vermont to a new location
that is both (i) outside a radius of 50 miles from the Employee's principal
residence in Vermont and (ii) more than 50 miles from the Employee's office in
Graniteville, Vermont. </p>

<p>&nbsp;&nbsp;&nbsp; (c) TERMINATION IN CONNECTION WITH A CHANGE IN
CONTROL. If the Employee's employment hereunder is terminated (x) by the
Company (other than a termination due to Employee's death, Disability or for
cause) within 12 months after a Change in Control; or (y) by the Employee for
Good Reason within 12 months after a Change in Control, the Company shall pay
to the Employee a lump sum in cash within 15 days after the date of termination
equal to 1 times the then current Annual Base Salary, plus the benefits
referenced in section 7(b)(ii), (iii) and (iv). Any outstanding options granted
to Employee pursuant to the Option Plan shall fully vest and become immediately
exercisable.</p>

<p>&nbsp;&nbsp;&nbsp; For the purposes of this Agreement, a &quot;Change in
Control&quot; shall mean:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)
The acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the &quot;Exchange Act&quot;)) (a &quot;Person&quot;) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) after the date of this
Agreement of more than 50% of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the &quot;Outstanding Company Voting Securities&quot;); provided, however,
that for purposes of this paragraph, the following acquisitions shall not
constitute a Change in Control: (1) Any acquisition directly from the Company;
(2) any acquisition by the Company; (3) any acquisition by an employee benefit
plan (or related trust) sponsored or maintained by the Company or by any
corporation controlled by the Company; (4) any acquisition pursuant to a
transaction which satisfies the criteria set forth in clauses (A), (B), and (C)
of paragraph (iii) below; or (5) any acquisition by Kurt M. Swenson or his
siblings, any Permitted Transferee (as defined in the Company's Amended and
Restated Certificate of Incorporation as in effect as of the date of this
Agreement) of Kurt M. Swenson or his siblings, any Person controlled by any
such Person(s) or any group of which any such Person is a member (any of the
Persons described in this clause 5 being referred to as an &quot;Excluded Person&quot;);
or</p>

<p align="center">5</p>

<hr>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;
Individuals who, as of the date of this Agreement, constitute the Board (the &quot;Incumbent Board&quot;) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director after the
date of this Agreement whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least the majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board; or</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)
Consummation by the Company of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company, other than with or to an Excluded Person (a &quot;Business Combination&quot;),
in each case, unless, following such Business Combination, (A) all or substantially
all of the individuals and entities who were the beneficial owners of the
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 40% of the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the corporation or other entity
resulting from such Business Combination; (B) no Person (excluding any Excluded
Person, any corporation or other entity resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation or other entity resulting from such Business Combination)
beneficially owns, directly or indirectly, 50% or more of the combined voting power
of the then outstanding voting securities of such corporation or other business
entity resulting from such Business Combination and (C) at least half of the
members of the board of directors or other governing body of the corporation or
other entity resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination.</p>

<p align="center">6</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; 8. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
Employee acknowledges that during Employee's employment, Employee will become
fully familiar with all aspects of Company's Business and the ROAC Corporate
Group's businesses, and will obtain access to confidential and proprietary
information relating to such businesses. Employee understands, agrees and
covenants that such information is valuable and Employee has no property
interest in it. Therefore, Employee covenants and agrees that during Employee's
employment with Company and thereafter, Employee will not use, disclose,
communicate or divulge such information to any person not employed by Company
and the ROAC Corporate Group, or use such information except as may be
necessary to perform Employee's duties as an Employee under this agreement.
Employee's obligations in this section shall survive the expiration of the Term
of this agreement and/or termination of Employee's employment under this
agreement for any reason whatsoever.</p>

<p>&nbsp;&nbsp;&nbsp; 9.&nbsp; NON-SOLICITATION OF EMPLOYEES, CLIENTS AND
CUSTOMERS. During the Term and for the period of Employee's non-competition
covenant set forth in Section 11 hereof, following the termination of this
agreement, Employee agrees not to, on Employee's own behalf or on behalf of any
other person, corporation, firm or entity, directly or indirectly, solicit or
induce any client, customer, employee or sales representative of Company or the
ROAC Corporate Group to reduce the level of or to stop doing business with or
to leave any of the said companies for any reason whatsoever or to hire any of
said companies' employees. Employee's obligations in this section shall
survive the expiration of the Term and/or termination of Employee's employment
under this agreement for any reason whatsoever.</p>

<p>&nbsp;&nbsp;&nbsp; 10. RETURN OF PROPERTY. Upon termination or
non-renewal of this agreement for any reason, Employee agrees to immediately
return all Company and ROAC Corporate Group property, whether confidential or
not, without keeping copies or excerpts thereof, including, but not limited to, computers,
printers, customer lists, samples, product information, financial information,
price lists, marketing materials, keys, credit cards, automobiles, technical
data, research, blueprints, trade secrets information, and all confidential or
proprietary information. Employee's obligations in this section shall survive
the expiration of the Term and/or termination of Employee's employment under
this agreement for any reason whatsoever.</p>

<p>&nbsp;&nbsp;&nbsp; 11. NON-COMPETITION COVENANT BY EMPLOYEE. Company and Employee agree that the Company and the ROAC Corporate Group are
currently engaged in the business of quarrying, manufacturing, lettering,
setting, marketing and selling at need and pre-need granite, bronze and other
memorials and monuments and related products and services at wholesale and at retail (herein
collectively referred to as the &quot;Restricted Business&quot;) and Company
is, or during the Term intends to be, engaged in the Restricted Business in
every state of the United States as of the date of this agreement and has
hereby hired the Employee to help expand and grow the Restricted Business.
Therefore, the restricted territory shall include all the states of the United
 States (the &quot;Restricted Territory&quot;). Accordingly, as a material and
essential inducement to Company to hire the Employee and in consideration of
Company's agreements with the Employee under this agreement, Employee agrees
that during the Term of this agreement and, if this agreement is terminated for
any reason, lapses, is not renewed for any reason, or Employee is not employed (with
or without a written contract) by Company after the end of the Term hereof for
any reason, then, in any such case, for a period equal to two (2) years after
the termination of Employee's employment, Employee will not, in the Restricted
Territory, directly or indirectly, in any manner whatsoever:</p>

<p align="center">7</p>

<hr>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp; compete with Company, its successors and
assigns, or the ROAC Corporate Group, its successors and assigns, in the
Restricted Business, in the Restricted Territory;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp; engage in the Restricted Business, except
as an employee of Company or the ROAC Corporate Group, in the Restricted
Territory;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp; have any ownership interest in (other than
the ownership of less than five percent (5%) of the ownership interests of a
company whose stock or other ownership interests are publicly traded) any business
entity which engages, directly or indirectly, in the Restricted Business
except for any ownership interest owned by Employee in the Company or in any
member of the ROAC Corporate Group;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp; contract, subcontract, work for, solicit
work from, solicit Company or ROAC Corporate Group employees for, or solicit
customers for, advise or become affiliated with, any business entity which engages
in the Restricted Business in the Restricted Territory except as an employee
of Company or of the ROAC Corporate Group; or</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp; lend money or provide anything of value to
any entity which engages in the Restricted Business in the Restricted Territory.</p>

<p>&nbsp;&nbsp;&nbsp; The term &quot;compete&quot; as used in this Section 11
means engage in competition, directly or indirectly, either as an employee, officer,
director, owner, agent, member, consultant, partner, sole proprietor, stockholder,
or any other ownership form or other capacity.</p>

<p>&nbsp;&nbsp;&nbsp; While the restrictions as set forth herein and in Sections
8, 9 and 11 are considered by the parties hereto to be reasonable in all
circumstances, it is recognized that any one or more of such restrictions might
fail for unforeseen reasons. Accordingly, it is hereby agreed and declared that
if any of such restrictions shall be adjudged to be void as unreasonable in
all circumstances for the protection of Company and the ROAC Corporate Group
and their interests, but would be valid if part of the wording thereof were
deleted, the period thereof reduced, or the range of activities or area dealt
with reduced in scope, such restrictions shall apply with the minimum modification
as may be necessary to make them valid and effective, while still affording to
Company and the ROAC Corporate Group the maximum amount of protection
contemplated thereby.</p>

<p align="center">8</p>

<hr>

<p align="left">&nbsp;</p>

<p>&nbsp;&nbsp;&nbsp; Employee represents that he has carefully reviewed
Employee's restrictive non-competition covenant set forth in this Section 11 and
the non-disclosure covenant in Section 8 and the non-solicitation covenant in
Section 9 and has determined that these covenants will not impose undue
hardship, financial or otherwise, on Employee; that their Restrictive Territory and
duration will not impose a hardship on Employee; that they protect Company's
and the ROAC Corporate Group's legitimate interests in their investment
in Employee and in their goodwill of their Restricted Business; and that in
Employee's opinion Employee not being able to compete in the Restrictive Territory
for the duration of Employee's covenants will not be injurious to the public
interest. </p>

<p>&nbsp;&nbsp;&nbsp; Employee agrees that Employee's breach of Employee's
covenants in Sections 8, 9, 10 and 11 will cause irreparable harm to Company and
the ROAC Corporate Group and that the Company shall therefore be entitled to
injunctive relief in the event of any breach or threatened breach thereof,
without the necessity of proving damages or posting a bond.</p>

<p>&nbsp;&nbsp;&nbsp; 12. LOYALTY. Employee shall devote Employee's
full time and best efforts to the performance of Employee's employment under this
agreement. During the Term, Employee shall not at any time or place whatsoever, either
directly or indirectly, engage in the Restricted Business or any other professional
or active business to any extent whatsoever, except on or pursuant to the terms
of this agreement, or with the prior written consent of Company. Employee
agrees that he will not, while this agreement is in effect, do any unlawful
acts or engage in any unlawful habits or usages which injure, directly or
indirectly, Company and its business or the ROAC Corporate Group and its businesses.</p>

<p>&nbsp;&nbsp;&nbsp; 13. GOVERNING LAW, JURISDICTION AND VENUE. This
agreement shall be governed by and construed in accordance with the laws of the
State of Vermont.</p>

<p>&nbsp;&nbsp;&nbsp; 14. HEADINGS. The descriptive headings of the
several sections of this agreement are inserted for convenience of reference only and
shall not control or affect the meanings or construction of any of the
provisions hereof.</p>

<p>&nbsp;&nbsp;&nbsp; 15. SEVERABILITY AND VIOLATION OF LAWS. If any
provision of this agreement shall be held invalid or unenforceable according to
law, such provision shall be modified to the extent necessary to bring it
within the legal requirements. Any such invalidity or unenforceability shall not affect the
remaining provisions of this agreement, and such remaining provisions shall
continue in full force and effect.</p>

<p>&nbsp;&nbsp;&nbsp; 16. SPECIFIC PERFORMANCE. The Employee hereby
agrees and stipulates that it would be impossible to measure in monetary terms
the damages which would be suffered by Company in the event of any breach by Employee
of Sections 8, 9, 10, 11 and 12 of this agreement. Therefore, if the Company
shall institute any action in equity to enforce such sections of this
agreement, the Employee hereby waives any claim or defense that the Company has
an adequate remedy at law, and the Employee agrees that the Company is entitled
to specific performance of such terms of the agreement.</p>

<p align="center">9</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; 17. NOTICES. Any notice or other communication
required or permitted under this agreement shall be in writing and shall be deemed to
have been duly given (i) upon hand delivery, or (ii) on the third day following
delivery to the U.S. Postal Service as certified or registered mail, return
receipt requested and postage prepaid, (iii) on the first day following
delivery to a nationally recognized United States overnight courier services
for next business day delivery with fee prepaid, or (iv) when telecopied or
sent by facsimile transmission if an additional notice is also given under (i),
(ii) or (iii) above within three (3) days thereafter. Any such notice or
communication shall be directed to a party at its address set forth below or at
such other address as may be designated by a party in a notice given to all
other parties hereto in accordance with the provisions of this section.</p>

<p>FOR THE COMPANY:</p>

<p>Mr. Kurt M. Swenson<br>
President and Chief Executive Officer<br>
Rock of Ages Corporation<br>
369 North State Street<br>
Concord, NH 03301<br>
Telephone: (603) 225-8397<br>
Telecopy: (603) 225-4801</p>

<p>FOR THE EMPLOYEE:</p>

<p>Douglas S. Goldsmith<br>
32 Chittenden Drive<br>
Burlington, Vermont 05401</p>

<p>&nbsp;&nbsp;&nbsp; 18. ASSIGNMENT. The rights and obligations of
Company together with its obligations and all of Employee's covenants and agreements
hereunder may be assigned by Company to any parent, subsidiary or other
affiliate of the Company by operation of law or by contractual assignment; provided,
however, that the Company shall continue to guarantee the obligations,
agreements, duties and covenants hereunder. The rights and obligations of
Employee under this agreement are not assignable.</p>

<p>&nbsp;&nbsp;&nbsp; 19. COMPLETE AND ENTIRE AGREEMENT. This
agreement contains all of the terms agreed upon by the parties with respect to
the subject matter hereof and supersedes all prior agreements, representations and
warranties of the parties as to the subject matter hereof.</p>

<p align="center">10</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; 20. AMENDMENTS. This agreement may be amended,
or any provision of the agreement may be waived, provided that any such amendment or
waiver will be binding on the parties only if such amendment or waiver is set
forth in a writing executed by all parties hereto. The waiver by any party
hereto of a breach of any provision of this agreement shall not operate or be
construed as a waiver of any other breach.</p>

<p>&nbsp;&nbsp;&nbsp; 21. SURVIVAL. Sections 7(b) and (c), 8, 9, 10,
11, 12, 13, 15, 16, 17, 21, 22 and 23 shall survive expiration of the Term of
this agreement and/or termination of Employee's employment under this Agreement.</p>

<p>&nbsp;&nbsp;&nbsp; 22. ARBITRATION. The parties agree to submit any
claim, action, grievance or controversy (the &quot;Grievance&quot;) arising
under or out of this Agreement to final and binding arbitration in accordance
with the Employment Dispute Resolution Rules of the American Arbitration
Association. A request for arbitration must be filed with the American
Arbitration Association within six (6) months after the grieving party knew or
had reason to know of the events giving rise to the Grievance, and a copy of
the arbitration request must be served upon the other party in accordance with
Section 17. The decision of the arbitrator on any Grievance submitted under
this Section 22 will be final and binding on the parties and enforceable in any
court of competent jurisdiction. The cost of the arbitrator and arbitration
proceedings shall be borne equally by the parties, and the arbitration shall be
conducted in Burlington, Vermont. The parties agree that the arbitrator shall
have no authority to add to, subtract from or modify in any way, the terms or
provisions of this agreement. </p>
<p align="center">11</p>
<hr>

<p>&nbsp;&nbsp;&nbsp; 23.&nbsp;409A COMPLIANCE. It is
the intention of the Company and Employee that this agreement not result in
unfavorable tax consequences to Employee under Section 409A of the internal
Revenue Code of 1986, as amended (the &quot;Code&quot;), and the regulations
and guidance promulgated thereunder. Notwithstanding anything to the contrary
herein, if Employee is a &quot;specified employee&quot; (within the meaning of
Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise
payable to or in respect of him pursuant to Section 7(b) or Section 7(c) of this
agreement shall be delayed until the earliest date permitted by Section
409A(a)(2) of the Code. The Company and Employee agree to cooperate in good
faith in an effort to comply with Section 409A of the Code including, if
necessary, amending the agreement based on further guidance issued by the
Internal Revenue Service from time to time, provided that the Company shall not
be required to assume any increased economic burden in connection with such
amendment.</p>

<p>&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF, the parties hereto have executed
this agreement, all as of the date first written above.</p>

<p>&nbsp;</p>

<p>ROCK OF AGES CORPORATION</p>

<p>&nbsp;</p>

<table border="1" cellpadding="0" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="100%" id="AutoNumber5" height="96">
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    ROCK OF AGES CORPORATION</td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    </td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="20">
    /s/Michael B. Tule</td>
    <td width="4%" style="border-style: none; border-width: medium" height="20">&nbsp;</td>
    <td width="103%" style="border-style: none; border-width: medium" height="20">
    By: <u>/s/Kurt M. Swenson</u></td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="15">
    <div style="border-top-style: solid; border-top-width: 1; padding-left: 4; padding-right: 4; padding-top: 1; padding-bottom: 1">
      Witness</div>
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="15">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="15">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Kurt M. Swenson, Chairman/CEO</td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    </td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    /s/Suzanne Hutchins</td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    <u>/s/Douglas S. Goldsmith</u></td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    <div style="border-top-style: solid; border-top-width: 1; padding-left: 4; padding-right: 4; padding-top: 1; padding-bottom: 1">
      Witness</div>
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    Douglas S. Goldsmith</td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    </td>
  </tr>
</table>

<p align=center>12</p>

<hr>

<p align=left>&nbsp;</p>

<p align=center><b>EXHIBIT 5<br>
To Employment
Agreement of<br>
Douglas S.
Goldsmith</b></p>

<p>INITIAL FRINGE BENEFITS: The following is a list of the
fringe benefits provided to the Employee. These benefits may be phased out and
terminated and the Company may substitute for the Initial Fringe Benefits such different
and/or additional fringe benefits as the Company from time to time, after the
date hereof, makes available for the Company's similarly situated employees.
Please see the Rock of Ages Corporation Employee Resource Manual of Policies
and Benefits and/or the actual benefit plans for further information.</p>

<p>LIFE INSURANCE. One and one-half times annual salary
rounded to nearest $1,000 (maximum currently $280,000). At retirement, coverage
reduces to 50% with maximum of $60,000. Fully paid by company. See plan for
actual details.</p>

<p>MEDICAL INSURANCE. As in effect for employees of Rock
of Ages Corporation. See plan for actual details.</p>

<p>VACATION. Four weeks or such greater amount as is
determined by you to be reasonably necessary and is approved by the Chief Executive
Officer.</p>

<p>HOLIDAYS. Ten annually.</p>

<p>SICK LEAVE. Up to 10 days paid time off per year for
the illness or injury of the employee only.</p>

<p>LONG TERM DISABILITY. Provides 60% of base salary after
26 weeks of short-term disability. Five day waiting period unless
hospitalized. See plan for actual details.</p>

<p>PENSION. Final five year average base salary X .018
plus final five year average excess social security compensation X .004% X
years of service (30 maximum) = monthly benefit payable at normal retirement
(age 65), life zero years certain. Other options actuarially reduced for
continuation to spouse/beneficiary. 100% vesting when employed five years.
Early retirement benefits available at or after age 55 assuming employee has 10
years of service. Benefit actuarially reduced for early retirement. Eligible
after one year of service per plan. Fully paid by company. See plan for actual
details.</p>

<p>401K PLAN. Optional pension benefit allows employee to
defer pretax up to 100% of income (subject to statutory maximum) into a choice
of fifteen investment funds. Company matches 25% on the first $1,000 deferred
and 10% on deferrals over $1,000. Employee is eligible to participate as of
the first of the quarter following one year of employment. See plan for actual
details.</p>

<p align="center">13</p>

<hr>

<p>CAR. Company car provided by purchase or lease as approved
by CEO. All gas, maintenance, insurance and repairs paid by company. Company
follows actual IRS audit instructions regarding treatment of personal use of
car.</p>

<p>BUSINESS EXPENSES. All ordinary and necessary business
expenses are reimbursed in full by the Company based on submission of
expense reimbursement forms.</p>

<p>CELL PHONE. A cell phone will be provided and all usage
charges paid by the Company.</p>

<p>AIR TRAVEL. Frequent flyer miles earned are retained by
the employee. Employees are expected to fly economy class for domestic
flights and personally pay for additional charges for, or upgrades to, first class
or business class. International flights are by business class. Exceptions to
this policy may be approved by the Chief Executive Officer for special
situations.</p>

<p>&nbsp;</p>

<p align="center">14</p>



<hr>

<p align="left"><b>EXHIBIT 10.2</b></p>



<p>&nbsp;</p>

<p align=center><b>EMPLOYMENT
AGREEMENT<br>
(Executive Officer
Level)</b></p>

<p><b>&nbsp;</b></p>

<p>&nbsp;&nbsp;&nbsp; THIS AGREEMENT made as of the 16th day of June, 2006, by
and among Rock of Ages Corporation, a Delaware corporation, with a place of
business at 772 Graniteville Road, Graniteville, Vermont (the &quot;Company&quot;),
and Michael B. Tule (the &quot;Employee&quot;), residing at 305 Federal Hill
Road, Milford, New Hampshire 03055.</p>

<p align=center>FACTUAL BACKGROUND:</p>

<p>&nbsp;&nbsp;&nbsp; A.&nbsp;&nbsp;&nbsp; Company wishes to employ Employee as a
senior officer of the Company, initially as Senior Vice President and General Counsel of
the Company (the &quot;General Counsel&quot;), reporting to the Chief Executive
Officer of the Company, with principal responsibilities for oversight of legal
compliance, corporate governance and all other legal matters for the Company
and its subsidiaries (the &quot;Position&quot;) and with such other executive
duties and responsibilities, and such other or different senior executive
positions, as Company may assign to Employee; and Employee wishes to accept
such employment subject to the terms and conditions of this agreement.</p>

<p>&nbsp;&nbsp;&nbsp; B.&nbsp;&nbsp;&nbsp; Company and its direct and indirect
subsidiaries, successors and assigns (herein referred to as the ROAC Corporate
Group) quarry, manufacture, sell and otherwise deal in granite, marble, bronze
and other memorials, monuments and other products, perform services related
thereto, and market such products and services at wholesale and retail in the United
  States and in various foreign countries (Company's &quot;Business&quot;) 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.</p>

<p>&nbsp;&nbsp;&nbsp; C.&nbsp;&nbsp;&nbsp; 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 Employee's execution of this agreement are express
conditions of Employee's employment; and that said covenants are given as material
consideration for such employment and the other benefits conferred upon Employee by
this agreement.</p>

<p>&nbsp;&nbsp;&nbsp; D.&nbsp;&nbsp;&nbsp; As used herein, the term
&quot;Company&quot; shall refer to 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.</p>

<p>&nbsp;&nbsp;&nbsp; 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:</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp; EMPLOYMENT. Company agrees to employ
Employee, and Employee accepts employment in the Position, reporting to the
Chief Executive Officer of the Company, all upon the terms and conditions hereinafter set
forth.</p>

<p>&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp; DUTIES AND POLICIES. </p>

<p>&nbsp;&nbsp;&nbsp; (a) DUTIES. The Employee agrees to devote his
full time and best efforts to Employee's employment duties in the Position or
such other or different positions to which Employee may be assigned during the
Term (as hereinafter defined), and to such other duties as may be assigned to
Employee from time to time by Company.</p>

<p>&nbsp;&nbsp;&nbsp; (b) POLICIES. Employee agrees to abide by the
policies, rules, regulations or usages applicable to Employee as established
by Company and the ROAC Corporate Group, from time to time and provided to
Employee in writing (collectively, the Company's &quot;Policies&quot;).</p>

<p>&nbsp;&nbsp;&nbsp; (c) COMPANY LOCATIONS. Employee shall be
primarily assigned to the Company's Concord, New Hampshire office, 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.</p>

<p>&nbsp;&nbsp;&nbsp; (d)&nbsp; 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.</p>

<p>&nbsp;&nbsp;&nbsp; 3. TERM. The term of Employee's employment
under this agreement (the &quot;Term&quot;) shall be three (3) years, beginning
on the date first above written, unless terminated earlier as hereinafter
provided. Upon the expiration hereof, the Company shall not be under any
obligation (including any obligation of good faith and fair dealing) to renew
this Agreement.</p>

<p>&nbsp;&nbsp;&nbsp; 4. COMPENSATION. For all services to be
rendered by Employee in any capacity hereunder, the Company shall pay Employee the
following:</p>

<p>&nbsp;&nbsp;&nbsp; (a) SALARY. The Company shall pay Employee an
annual salary of One Hundred Sixty Thousand Eight Dollars ($160,008), less
withholding and other taxes required by federal and state law (the &quot;Annual
Base Salary&quot;), payable in equal monthly installments. Employee shall be
eligible to receive increases in Employee's Annual Base Salary pursuant to
periodic salary reviews consistent with Company's corporate policies, it being
understood such increases are not guaranteed, but are subject to Employee's job
performance and the determination by the Company, in its sole discretion, to
award salary increases to Employee. The Annual Base Salary shall not be
decreased during the Term.</p>

<p align="center">2</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; (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 Company may determine, in its sole discretion, to award
such bonuses. Employee's annual bonus target shall be up to 50% of Annual Base
Salary, with performance criteria to achieve the bonus target to be set by the
Compensation Committee of the Board of Directors, in consultation with the
Chief Executive Officer.</p>

<p>&nbsp;&nbsp;&nbsp; 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 the Company's similarly situated employees,
subject to the terms and conditions of such fringe benefit plans. The
Employee's &quot;Initial Fringe Benefits&quot; include those listed on EXHIBIT
5 attached hereto and incorporated herein by reference. The Initial Fringe
Benefits may be phased out and terminated and the Company may substitute for
the Initial Fringe Benefits such different and/or additional fringe benefits as
the Company from time to time, after the date hereof, makes available for the
Company's similarly situated employees.</p>

<p>&nbsp;&nbsp;&nbsp; Fringe benefits as used in this section do not
include cash compensation, stock options or other compensation. The Company reserves
the right to modify, eliminate or change fringe benefits in its discretion.
Fringe benefits provided to Employee will, however, generally be not less
advantageous to Employee than those provided by Company to its similarly situated
employees.</p>

<p>&nbsp;&nbsp;&nbsp; 6. Reserved.</p>

<p>&nbsp;&nbsp;&nbsp; 7. TERMINATION.</p>

<p>&nbsp;&nbsp;&nbsp; (a) TERMINATION BECAUSE OF DEATH OR TOTAL
DISABILITY. Employee's employment will terminate automatically upon the date of
Employee's Death or Total Disability. Employee shall be deemed to have incurred
a Total Disability:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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
noncontinuous months within the eighteen (18) month period beginning on
the first day of the month in which the first day of disability
occurs;</p>

<p align="center">3</p>

<hr>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (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</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iv) on the date when Employee receives more
than twelve (12) weeks of payments under the Social Security Act
because it is determined by the Social Security Administration that
Employee is totally disabled.</p>

<p>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 the 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 Employee's personal physician, Company may
select a licensed physician, board-certified in internal medicine or family
practice, at its cost, to examine the 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) days period. If Employee has been examined
by, and disagrees with the opinion of Company 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.</p>

<p>&nbsp;&nbsp;&nbsp; (b)&nbsp; TERMINATION BY THE COMPANY OR EMPLOYEE. The
Company may terminate Employee's employment with or without cause and by giving
Employee thirty (30) days prior written notice. In the event of termination or
notice of termination by Company without cause, or in the event that Employee
terminates Employee's employment for &quot;Good Reason&quot; (defined below) Employee
will be entitled to to the following, subject to Section 23 hereof: (i) a sum
equal to nine (9) months of his then current Annual Base Salary, payable in nine
(9) equal monthly installments (less applicable withholdings), with the first
such installment being due on the 15<sup>th</sup> 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; (ii) 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; (iii) continuation of health care
coverage at active employee contribution rates for a period of 1 year following
the date of termination of this agreement. Said payments shall be subject to
the execution and non-revocation of a general release in favor of the Company.</p>

<p align="center">4</p>

<hr>

<p>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,
or (5) Employee's conviction of any felony while employed by the Company shall
constitute and be in all respects termination for cause by the Company and
Employee shall not be entitled to the lump sum termination payment described in
preceding sentences of this section. </p>

<p>Employee may resign from employment at any time for any
reason by giving thirty (30) days written notice to Company of such intention.
In such event, Company may, in its discretion, permit Employee to work through
the notice period or accept the Employee's immediate resignation. In the event
of a termination by the Company for cause or by Employee, Employee shall not be
entitled to payment of any further compensation, salary or benefits under the
terms of this agreement (including the termination payment described above)
except (i) Annual Base Salary through the date of termination; (ii) any vested
benefits under the then current Company employee benefit plans; (iii) accrued
but unused vacation; and (iv) any benefit continuation or conversion rights
under the then current Company employee benefit plans.</p>

<p>For the purposes of this section 7, &quot;Good Reason&quot; shall mean
the occurrence, without Employee's consent, of any of the following events or
circumstances: (a) any material breach by the Company of this agreement; (b)
if the Employee no longer reports to the CEO of the Company or its successors
or assigns; (c) any material diminution in the Employee's position, authority
or responsibilities with the Company; or (d) a change by the Company in the
location of the Employee's office at Concord, New Hampshire to a new location
that is both (i) outside a radius of 50 miles from the Employee's principal
residence in New Hampshire and (ii) more than 50 miles from the Employee's
office in Concord, New Hampshire.</p>

<p>&nbsp;&nbsp;&nbsp; (c)&nbsp; TERMINATION IN CONNECTION WITH A CHANGE IN
CONTROL. If the Employee's employment hereunder is terminated (x) by the
Company (other than a termination due to Employee's death, Disability or for
cause) within 12 months after a Change in Control; or (y) by the Employee for
Good Reason within 12 months after a Change in Control, the Company shall pay
to the Employee a lump sum in cash within 15 days after the date of termination
equal to 1 times the then current Annual Base Salary, plus the benefits
referenced in section 7(b)(ii), (iii) and (iv). Any outstanding options granted
to Employee pursuant to the Option Plan shall fully vest and become immediately
exercisable.</p>

<p>&nbsp;&nbsp;&nbsp; For the purposes of this Agreement, a &quot;Change in
Control&quot; shall mean:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)
The acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the &quot;Exchange Act&quot;)) (a &quot;Person&quot;) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) after the date of this
Agreement of more than 50% of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the &quot;Outstanding Company Voting Securities&quot;); provided, however,
that for purposes of this paragraph, the following acquisitions shall not
constitute a Change in Control: (1) Any acquisition directly from the Company;
(2) any acquisition by the Company; (3) any acquisition by an employee benefit
plan (or related trust) sponsored or maintained by the Company or by any
corporation controlled by the Company; (4) any acquisition pursuant to a
transaction which satisfies the criteria set forth in clauses (A), (B), and (C)
of paragraph (iii) below; or (5) any acquisition by Kurt M. Swenson or his
siblings, any Permitted Transferee (as defined in the Company's Amended and
Restated Certificate of Incorporation as in effect as of the date of this
Agreement) of Kurt M. Swenson or his siblings, any Person controlled by any
such Person(s) or any group of which any such Person is a member (any of the
Persons described in this clause 5 being referred to as an &quot;Excluded Person&quot;);
or</p>

<p align="center">5</p>

<hr>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)
Individuals who, as of the date of this Agreement, constitute the Board (the &quot;Incumbent Board&quot;) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director after the
date of this Agreement whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least the majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board; or</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)
Consummation by the Company of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company, other than with or to an Excluded Person (a &quot;Business Combination&quot;),
in each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 40% of
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the corporation or other entity
resulting from such Business Combination; (B) no Person (excluding any Excluded
Person, any corporation or other entity resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation or other entity resulting from such Business Combination)
beneficially owns, directly or indirectly, 50% or more of the combined voting
power of the then outstanding voting securities of such corporation or other
business entity resulting from such Business Combination and (C) at least half
of the members of the board of directors or other governing body of the
corporation or other entity resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination.</p>

<p align="center">6</p>

<hr>

<p align="left">&nbsp;</p>

<p>&nbsp;&nbsp;&nbsp; 8. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
Employee acknowledges that during Employee's employment, Employee will become
fully familiar with all aspects of Company's Business and the ROAC Corporate
Group's businesses, and will obtain access to confidential and proprietary
information relating to such businesses. Employee understands, agrees and
covenants that such information is valuable and Employee has no property
interest in it. Therefore, Employee covenants and agrees that during Employee's
employment with Company and thereafter, Employee will not use, disclose,
communicate or divulge such information to any person not employed by Company
and the ROAC Corporate Group, or use such information except as may be
necessary to perform Employee's duties as an Employee under this agreement.
Employee's obligations in this section shall survive the expiration of the Term
of this agreement and/or termination of Employee's employment under this
agreement for any reason whatsoever.</p>

<p>&nbsp;&nbsp;&nbsp; 9. NON-SOLICITATION OF EMPLOYEES, CLIENTS AND
CUSTOMERS. During the Term and for the period of Employee's non-competition
covenant set forth in Section 11 hereof, following the termination of this
agreement, Employee agrees not to, on Employee's own behalf or on behalf of any
other person, corporation, firm or entity, directly or indirectly, solicit or
induce any client, customer, employee or sales representative of Company or the
ROAC Corporate Group to reduce the level of or to stop doing business with or
to leave any of the said companies for any reason whatsoever or to hire any of
said companies' employees. Employee's obligations in this section shall
survive the expiration of the Term and/or termination of Employee's employment
under this agreement for any reason whatsoever.</p>

<p>&nbsp;&nbsp;&nbsp; 10. RETURN OF PROPERTY. Upon termination or
non-renewal of this agreement for any reason, Employee agrees to immediately
return all Company and ROAC Corporate Group property, whether confidential or
not, without keeping copies or excerpts thereof, including, but not limited to, computers,
printers, customer lists, samples, product information, financial information,
price lists, marketing materials, keys, credit cards, automobiles, technical
data, research, blueprints, trade secrets information, and all confidential or
proprietary information. Employee's obligations in this section shall survive
the expiration of the Term and/or termination of Employee's employment under
this agreement for any reason whatsoever.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp; 11. NON-COMPETITION COVENANT BY EMPLOYEE.
Company and Employee agree that the Company and the ROAC Corporate Group are
currently engaged in the business of quarrying, manufacturing, lettering,
setting, marketing and selling at need and pre-need granite, bronze and other
memorials and monuments and related products and services at wholesale and at retail (herein
collectively referred to as the &quot;Restricted Business&quot;) and Company
is, or during the Term intends to be, engaged in the Restricted Business in
every state of the United States as of the date of this agreement and has
hereby hired the Employee to help expand and grow the Restricted Business.
Therefore, the restricted territory shall include all the states of the United
 States (the &quot;Restricted Territory&quot;). Accordingly, as a material and
essential inducement to Company to hire the Employee and in consideration of
Company's agreements with the Employee under this agreement, Employee agrees
that during the Term of this agreement and, if this agreement is terminated for
any reason, lapses, is not renewed for any reason, or Employee is not employed
(with or without a written contract) by Company after the end of the Term
hereof for any reason, then, in any such case, for a period equal to two (2)
years after the termination of Employee's employment, Employee will not, in the
Restricted Territory, directly or indirectly, in any manner whatsoever:</p>

<p align="center">7</p>

<hr>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) compete with Company, its successors and
assigns, or the ROAC Corporate Group, its successors and assigns, in the
Restricted Business, in the Restricted Territory;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) engage in the Restricted Business, except
as an employee of Company or the ROAC Corporate Group, in the Restricted
Territory;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) have any ownership interest in (other than
the ownership of less than five percent (5%) of the ownership interests of a
company whose stock or other ownership interests are publicly traded) any business
entity which engages, directly or indirectly, in the Restricted Business
except for any ownership interest owned by Employee in the Company or in any
member of the ROAC Corporate Group;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) contract, subcontract, work for, solicit
work from, solicit Company or ROAC Corporate Group employees for, or solicit
customers for, advise or become affiliated with, any business entity which engages
in the Restricted Business in the Restricted Territory except as an employee
of Company or of the ROAC Corporate Group; or</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e) lend money or provide anything of value to
any entity which engages in the Restricted Business in the Restricted Territory.</p>

<p>&nbsp;&nbsp;&nbsp; The term &quot;compete&quot; as used in this Section 11
means engage in competition, directly or indirectly, either as an employee, officer,
director, owner, agent, member, consultant, partner, sole proprietor, stockholder,
or any other ownership form or other capacity.</p>

<p>&nbsp;&nbsp;&nbsp; While the restrictions as set forth herein and in Sections
8, 9 and 11 are considered by the parties hereto to be reasonable in all
circumstances, it is recognized that any one or more of such restrictions might
fail for unforeseen reasons. Accordingly, it is hereby agreed and declared that
if any of such restrictions shall be adjudged to be void as unreasonable in
all circumstances for the protection of Company and the ROAC Corporate Group
and their interests, but would be valid if part of the wording thereof were
deleted, the period thereof reduced, or the range of activities or area dealt
with reduced in scope, such restrictions shall apply with the minimum modification
as may be necessary to make them valid and effective, while still affording to
Company and the ROAC Corporate Group the maximum amount of protection
contemplated thereby.</p>

<p align="center">8</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; Employee represents that he has carefully reviewed
Employee's restrictive non-competition covenant set forth in this Section 11 and
the non-disclosure covenant in Section 8 and the non-solicitation covenant in
Section 9 and has determined that these covenants will not impose undue
hardship, financial or otherwise, on Employee; that their Restrictive Territory and
duration will not impose a hardship on Employee; that they protect Company's
and the ROAC Corporate Group's legitimate interests in their investment
in Employee and in their goodwill of their Restricted Business; and that in
Employee's opinion Employee not being able to compete in the Restrictive Territory
for the duration of Employee's covenants will not be injurious to the public
interest. </p>

<p>&nbsp;&nbsp;&nbsp; Employee agrees that Employee's breach of Employee's
covenants in Sections 8, 9, 10 and 11 will cause irreparable harm to Company and
the ROAC Corporate Group and that the Company shall therefore be entitled to
injunctive relief in the event of any breach or threatened breach thereof,
without the necessity of proving damages or posting a bond.</p>

<p>&nbsp;&nbsp;&nbsp; 12. LOYALTY. Employee shall devote Employee's
full time and best efforts to the performance of Employee's employment under this
agreement. During the Term, Employee shall not at any time or place whatsoever, either
directly or indirectly, engage in the Restricted Business or any other professional
or active business to any extent whatsoever, except on or pursuant to the terms
of this agreement, or with the prior written consent of Company. Employee
agrees that he will not, while this agreement is in effect, do any unlawful
acts or engage in any unlawful habits or usages which injure, directly or
indirectly, Company and its business or the ROAC Corporate Group and its businesses.</p>

<p>&nbsp;&nbsp;&nbsp; 13. GOVERNING LAW, JURISDICTION AND VENUE. This
agreement shall be governed by and construed in accordance with the laws of the
State of Vermont.</p>

<p>&nbsp;&nbsp;&nbsp; 14. HEADINGS. The descriptive headings of the
several sections of this agreement are inserted for convenience of reference only and
shall not control or affect the meanings or construction of any of the
provisions hereof.</p>

<p>&nbsp;&nbsp;&nbsp; 15. SEVERABILITY AND VIOLATION OF LAWS. If any
provision of this agreement shall be held invalid or unenforceable according to
law, such provision shall be modified to the extent necessary to bring it
within the legal requirements. Any such invalidity or unenforceability shall not affect the
remaining provisions of this agreement, and such remaining provisions shall
continue in full force and effect.</p>

<p>&nbsp;&nbsp;&nbsp; 16. SPECIFIC PERFORMANCE. The Employee hereby
agrees and stipulates that it would be impossible to measure in monetary terms
the damages which would be suffered by Company in the event of any breach by Employee
of Sections 8, 9, 10, 11 and 12 of this agreement. Therefore, if the Company
shall institute any action in equity to enforce such sections of this
agreement, the Employee hereby waives any claim or defense that the Company has
an adequate remedy at law, and the Employee agrees that the Company is entitled
to specific performance of such terms of the agreement.</p>

<p align="center">9</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; 17. NOTICES. Any notice or other communication
required or permitted under this agreement shall be in writing and shall be deemed to
have been duly given (i) upon hand delivery, or (ii) on the third day following
delivery to the U.S. Postal Service as certified or registered mail, return
receipt requested and postage prepaid, (iii) on the first day following
delivery to a nationally recognized United States overnight courier services
for next business day delivery with fee prepaid, or (iv) when telecopied or
sent by facsimile transmission if an additional notice is also given under (i),
(ii) or (iii) above within three (3) days thereafter. Any such notice or
communication shall be directed to a party at its address set forth below or at
such other address as may be designated by a party in a notice given to all
other parties hereto in accordance with the provisions of this section.</p>

<p>FOR THE COMPANY:</p>

<p>Mr. Kurt M. Swenson<br>
President and Chief Executive Officer<br>
Rock of Ages Corporation<br>
369 North State Street<br>
Concord, NH 03301<br>
Telephone: (603) 225-8397<br>
Telecopy: (603) 225-4801</p>

<p>FOR THE EMPLOYEE:</p>

<p>Michael B. Tule<br>
305 Federal Hill Road<br>
Milford, NH 03055</p>

<p>&nbsp;&nbsp;&nbsp; 18. ASSIGNMENT. The rights and obligations of
Company together with its obligations and all of Employee's covenants and agreements
hereunder may be assigned by Company to any parent, subsidiary or other
affiliate of the Company by operation of law or by contractual assignment; provided,
however, that the Company shall continue to guarantee the obligations,
agreements, duties and covenants hereunder. The rights and obligations of
Employee under this agreement are not assignable.</p>

<p>&nbsp;&nbsp;&nbsp; 19. COMPLETE AND ENTIRE AGREEMENT. This
agreement contains all of the terms agreed upon by the parties with respect to
the subject matter hereof and supersedes all prior agreements, representations and
warranties of the parties as to the subject matter hereof. </p>

<p align="center">10</p>

<hr>

<p>&nbsp;&nbsp;&nbsp; 20. AMENDMENTS. This agreement may be amended,
or any provision of the agreement may be waived, provided that any such amendment or
waiver will be binding on the parties only if such amendment or waiver is set
forth in a writing executed by all parties hereto. The waiver by any party
hereto of a breach of any provision of this agreement shall not operate or be
construed as a waiver of any other breach.</p>

<p>&nbsp;&nbsp;&nbsp; 21. SURVIVAL.&nbsp; Sections 7(b) and (c), 8, 9, 10,
11, 12, 13, 15, 16, 17, 21, 22 and 23 shall survive expiration of the Term of
this agreement and/or termination of Employee's employment under this Agreement.</p>

<p>&nbsp;&nbsp;&nbsp; 22. ARBITRATION. The parties agree to submit
any claim, action, grievance or controversy (the &quot;Grievance&quot;) arising
under or out of this Agreement to final and binding arbitration in accordance
with the Employment Dispute Resolution Rules of the American Arbitration
Association. A request for arbitration must be filed with the American
Arbitration Association within six (6) months after the grieving party knew or
had reason to know of the events giving rise to the Grievance, and a copy of
the arbitration request must be served upon the other party in accordance with
Section 17. The decision of the arbitrator on any Grievance submitted under
this Section 22 will be final and binding on the parties and enforceable in any
court of competent jurisdiction. The cost of the arbitrator and arbitration
proceedings shall be borne equally by the parties, and the arbitration shall be
conducted in Burlington, Vermont. The parties agree that the arbitrator shall
have no authority to add to, subtract from or modify in any way, the terms or
provisions of this agreement.</p>
<p align="center">11</p>
<hr>


<p>&nbsp;&nbsp;&nbsp;23. 409A COMPLIANCE. It is
the intention of the Company and Employee that this agreement not result in
unfavorable tax consequences to Employee under Section 409A of the internal
Revenue Code of 1986, as amended (the &quot;Code&quot;), and the regulations
and guidance promulgated thereunder. Notwithstanding anything to the contrary
herein, if Employee is a &quot;specified employee&quot; (within the meaning of
Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise
payable to or in respect of him pursuant to Section 7(b) or Section 7(c) of this
agreement shall be delayed until the earliest date permitted by Section
409A(a)(2) of the Code. The Company and Employee agree to cooperate in good
faith in an effort to comply with Section 409A of the Code including, if
necessary, amending the agreement based on further guidance issued by the
Internal Revenue Service from time to time, provided that the Company shall not
be required to assume any increased economic burden in connection with such
amendment.</p>

<p>&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF, the parties hereto have executed
this agreement, all as of the date first written above.</p>

<table border="1" cellpadding="0" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="100%" id="AutoNumber7" height="96">
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    ROCK OF AGES CORPORATION</td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    </td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="20">
    /s/Linda M. Racette</td>
    <td width="4%" style="border-style: none; border-width: medium" height="20">&nbsp;</td>
    <td width="103%" style="border-style: none; border-width: medium" height="20">
    By: <u>/s/Kurt M. Swenson</u></td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="15">
    <div style="border-top-style: solid; border-top-width: 1; padding-left: 4; padding-right: 4; padding-top: 1; padding-bottom: 1">
      Witness</div>
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="15">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="15">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Kurt M. Swenson, Chairman/CEO</td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    </td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    /s/Linda M. Racette</td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    <u>/s/Michael Tule</u></td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    <div style="border-top-style: solid; border-top-width: 1; padding-left: 4; padding-right: 4; padding-top: 1; padding-bottom: 1">
      Witness</div>
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    Michael B. Tule</td>
  </tr>
  <tr>
    <td width="43%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="4%" style="border-style: none; border-width: medium" height="17">
    </td>
    <td width="103%" style="border-style: none; border-width: medium" height="17">
    </td>
  </tr>
</table>




<p align=center>12</p>

<hr>




<p align=center>&nbsp;</p>




<p align=center><b>EXHIBIT 5<br>
To Employment
Agreement of<br>
Michael B. Tule</b></p>

<p>INITIAL FRINGE BENEFITS: The following is a list of the
fringe benefits provided to the Employee. These benefits may be phased out and
terminated and the Company may substitute for the Initial Fringe Benefits such different
and/or additional fringe benefits as the Company from time to time, after the
date hereof, makes available for the Company's similarly situated employees.
Please see the Rock of Ages Corporation Employee Resource Manual of Policies
and Benefits and/or the actual benefit plans for further information.</p>

<p>LIFE INSURANCE. One and one-half times annual salary
rounded to nearest $1,000 (maximum currently $280,000). At retirement, coverage
reduces to 50% with maximum of $60,000. Fully paid by company. See plan for
actual details.</p>

<p>MEDICAL INSURANCE. As in effect for employees of Rock
of Ages Corporation. See plan for actual details.</p>

<p>VACATION. Four weeks or such greater amount as is
determined by you to be reasonably necessary and is approved by the Chief Executive
Officer.</p>

<p>HOLIDAYS. Ten annually.</p>

<p>SICK LEAVE. Up to 10 days paid time off per year for
the illness or injury of the employee only.</p>

<p>LONG TERM DISABILITY. Provides 60% of base salary after
26 weeks of short-term disability. Five day waiting period unless
hospitalized. See plan for actual details.</p>

<p>PENSION. Final five year average base salary X .018
plus final five year average excess social security compensation X .004% X
years of service (30 maximum) = monthly benefit payable at normal retirement
(age 65), life zero years certain. Other options actuarially reduced for
continuation to spouse/beneficiary. 100% vesting when employed five years.
Early retirement benefits available at or after age 55 assuming employee has 10
years of service. Benefit actuarially reduced for early retirement. Eligible
after one year of service per plan. Fully paid by company. See plan for actual
details.</p>

<p>401K PLAN. Optional pension benefit allows employee to
defer pretax up to 100% of income (subject to statutory maximum) into a choice
of fifteen investment funds. Company matches 25% on the first $1,000 deferred
and 10% on deferrals over $1,000. Employee is eligible to participate as of
the first of the quarter following one year of employment. See plan for actual
details.</p>

<p align="center">13</p>

<hr>

<p>CAR. Company car provided by purchase or lease as
approved by CEO. All gas, maintenance, insurance and repairs paid by company. Company
follows actual IRS audit instructions regarding treatment of personal use of
car.</p>

<p>BUSINESS EXPENSES. All ordinary and necessary business
expenses are reimbursed in full by the Company based on submission of
expense reimbursement forms.</p>

<p>CELL PHONE. A cell phone will be provided and all usage
charges paid by the Company.</p>

<p>AIR TRAVEL. Frequent flyer miles earned are retained by
the employee. Employees are expected to fly economy class for domestic
flights and personally pay for additional charges for, or upgrades to, first class
or business class. International flights are by business class. Exceptions to
this policy may be approved by the Chief Executive Officer for special
situations.</p>

<p align="center">14</p>

<hr>

<p align="left">&nbsp;</p>

<p>&nbsp;</p>


<p align="left">&nbsp;</p>



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