DAYTON SUPERIOR CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>l03447aexv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                                 August 13, 2003

Raymond Bartholomae
28223 Gray Barn Lane
Lake Barrington, Illinois   60010

Dear Ray:

         This letter (this "Letter") will acknowledge our agreement and
understanding with respect to certain terms of your employment. This Letter is
signed on the date indicated herein, but will be effective immediately upon the
expiration of your Employment Agreement, as defined below.

         As you know, on March 13, 2003, the Dayton Superior Corporation (the
"Company") provided you with a notice that your employment agreement signed on
January 19, 2000 (the "Employment Agreement") was not being renewed. In
accordance with the Employment Agreement and the letter agreement signed by you
and the Company on May 13, 2002, you will become an employee at will with the
Company upon the termination of your Employment Agreement on June 16, 2003.

         This Letter sets forth the terms of your employment with the Company.
We have agreed to the following:

         1.       Employee at Will. You are an employee at will with the
                  Company. The Company may terminate your employment at any time
                  for any legal reason, at its discretion. Likewise, you may
                  resign from your employment with the Company at any time for
                  any reason, by giving the Company 30 days advance written
                  notice.

         2.       Termination. If the Company terminates your employment, it
                  will do so for Cause or Without Cause. The Company may
                  terminate you for Cause upon your:

                  (a)      willful or gross misconduct or material failure in
                           the performance of your duties and responsibilities
                           for the Company, other than any such failure
                           resulting from your Disability (as defined below),
                           which misconduct or failure continues 14 days after
                           the Company notifies you in writing of the Company's
                           finding of such misconduct or failure; or

                  (b)      conviction of or plea of guilty or nolo contendre to
                           a felony or a crime involving moral turpitude; or

                  (c)      fraud or personal dishonesty involving the Company's
                           assets.

<PAGE>

Raymond Bartholomae
August 13, 2003
Page 2

                  If the Company terminates your employment for any reason other
                  than Cause, it shall be a termination Without Cause.

                  "Disability" in this Letter shall mean your inability to
                  perform your duties and responsibilities as an officer or
                  employee of the Company or any of its subsidiaries on a
                  full-time basis for more than 6 months within any 12-month
                  period because of a physical, mental or emotional incapacity
                  resulting from injury, sickness or disease.

         3.       Severance. If the Company terminates your employment Without
                  Cause, or if you die while employed by the Company, the
                  Company shall:

                  (a)      For the year in which the termination occurs, pay you
                           or your estate a prorated amount of bonus, in
                           accordance with the Company's regular bonus payment
                           practice, based on the Company's Executive Annual
                           Bonus Plan as in effect at that time, corresponding
                           to the time period from January 1 of that year until
                           the date of your termination;

                  (b)      For the 36 month period following the date of your
                           termination (the "Severance Period"), pay to you or
                           your estate, in accordance with the Company's regular
                           payroll practice, either the average of your annual
                           base salary for the three years prior to your
                           termination, or your then current annual base salary,
                           whichever is greater;

                  (c)      For the Severance Period, pay to you or your estate,
                           in accordance with the Company's regular bonus
                           payment practice, the average of your annual bonus
                           payment for the three years prior to your
                           termination, prorated for the number of calendar days
                           the Severance Period applies to each particular
                           calendar year.

                  (d)      For the Severance Period, pay to you or your estate
                           your car allowance in effect at the time of your
                           termination; and

                  (e)      Continue in place until you reach the age of 65, your
                           and your spouse's coverage under the Company's
                           medical and dental plans and programs, including your
                           group life insurance coverage, in which you are
                           entitled to participate immediately prior to your
                           termination (or, if we amend, replace or terminate
                           any such plan or program following your termination,
                           our medical and dental plans provided to employees
                           similarly situated to you), as if you were an active
                           employee during such time, subject to standard
                           employee contributions by you as you are required
                           under such plans. Post-employment coverage under such
                           plans shall be co-extensive with COBRA continuation
                           coverage required by federal (and where applicable by
                           state) law, and shall cease if you become eligible
                           for coverage under another employer's plans.

<PAGE>

Raymond Bartholomae
August 13, 2003
Page 3

                  If the Company terminates your employment for Cause, you will
                  not be entitled to any severance benefits.

         4.       Resignation. If you resign or retire from the Company, you
                  will be entitled to accrued, vested benefits under the
                  Company's applicable employee benefit plans, programs and
                  arrangements, as provided therein. You will not be entitled to
                  any severance benefits if you resign or retire from the
                  Company.

         5.       Change of Control. "Change in Control" shall mean the
                  occurrence of any of the following:

                  (a)      a change in ownership or control of the Company
                           effected through a transaction or series of
                           transactions whereby any "person" or related "group"
                           of "persons" (as such terms are used in Sections
                           13(d) and 14(d)(2) of the Exchange Act) (other than
                           the Company, any of its subsidiaries, an employee
                           benefit plan maintained by the Company or any of its
                           subsidiaries, a Principal Stockholder or a "person"
                           that, prior to such transaction, directly or
                           indirectly controls, is controlled by, or is under
                           common control with, the Company or a Principal
                           Stockholder) directly or indirectly acquires
                           beneficial ownership (within the meaning of Rule
                           13d-3 under the Exchange Act) of securities of the
                           Company possessing more than 50% of the total
                           combined voting power of the Company's securities
                           outstanding immediately after such transaction or
                           series of transactions;

                  (b)      the sale, lease, transfer, conveyance or other
                           disposition (other than by way of merger or
                           consolidation), in one or a series of related
                           transactions, of all or substantially all of the
                           assets of the Company, or the Company and its
                           Subsidiaries taken as a whole, to any "person" (as
                           defined above); or

                  (c)      any consolidation or merger of the Company with or
                           into any other corporation or entity or "person" (as
                           defined above) in which the stockholders of the
                           Company prior to such consolidation or merger own
                           less than fifty percent (50%) of the Company's voting
                           power immediately after such consolidation or merger,
                           excluding any consolidation or merger affected
                           exclusively to change the domicile of the Company.

                  If there is a Change in Control while you are employed by the
                  Company, then the Severance Period shall convert from 36
                  months to 24 months.

         6.       Non-Competition.

                  (a)      You shall not engage in any Prohibited Competition,
                           as defined below, at any time during your employment
                           with the Company and the 36 months following your
                           departure from the Company (the "Non-Competition

<PAGE>

Raymond Bartholomae
August 13, 2003
Page 4

                           Period"); provided, however, that the Company's Board
                           of Directors may, at its discretion, waive your
                           obligation to abide by the non-competition provisions
                           set forth in this Letter. If the Company's Board of
                           Directors waives your non-competition obligations in
                           this Letter, it reserves the right to subsequently
                           enforce the non-competition provisions during the
                           Non-Competition Period in the event that your
                           employment changes. You agree to notify the Company
                           immediately if your employment changes during the
                           Non-Competition Period. Your rights to the severance
                           benefits described in this Letter shall be unchanged
                           whether or not the Company's Board of Directors
                           elects to waive these non-competition provisions. If
                           there is a Change in Control while you are employed
                           by the Company, then the Non-Competition Period shall
                           convert from 36 months to 24 months.

                  (b)      For purposes of this Letter, you shall be considered
                           to engage in prohibited competition ("Prohibited
                           Competition") if you shall: directly or indirectly,
                           engage in or own, manage, join, operate or control,
                           or participate in the ownership, management,
                           operation or control of, or be connected as a
                           director, officer, employee, partner, consultant or
                           otherwise with, or permit his name to be used by or
                           in connection with, any business or organization
                           which produces, designs, conducts research on,
                           provides, sells, leases, distributes or markets
                           accessories, chemicals, forming and related products
                           used in concrete and masonry construction (the
                           "Business") which, directly or indirectly, competes
                           with the Business conducted by Company and its
                           subsidiaries in North America, South America and
                           Europe, it being understood that the foregoing shall
                           not limit you from making passive investments of less
                           than 5% of the outstanding equity securities in any
                           entity listed for trading on a national stock
                           exchange or quoted on any recognized automatic
                           quotation system.

                  (c)      In the event any of the terms of this paragraph 6
                           shall be determined by any court of competent
                           jurisdiction to be unenforceable by reason of
                           extending for too great a period of time or over too
                           great a geographical area or by reason of being too
                           extensive in any other respect, it will be
                           interpreted to extend only over the maximum period of
                           time for which it may be enforceable, and/or over the
                           maximum geographical area as to which it may be
                           enforceable and/or to the maximum extent in all other
                           respects as to which it may be enforceable, all as
                           determined by such court in such action.

         7.       Nondisclosure of Proprietary Information.

                  (a)      Except as required in the faithful performance of
                           your duties hereunder or pursuant to subsection 7(c),
                           you shall, in perpetuity, maintain in

<PAGE>

Raymond Bartholomae
August 13, 2003
Page 5

                           confidence and shall not directly, indirectly or
                           otherwise, use, disseminate, disclose or publish, or
                           use for his benefit or the benefit of any person,
                           firm, corporation or other entity any confidential or
                           proprietary information or trade secrets, and any
                           other information that would be protected under the
                           Uniform Trade Secrets Act in Ohio, of or relating to
                           the Company, including, without limitation,
                           information with respect to the Company's operations,
                           processes, products, inventions, business practices,
                           business strategy, business development, finances,
                           principals, vendors, distributors, suppliers,
                           customers, potential customers, manufacturing
                           methods, sales methods, marketing methods, costs,
                           prices, contractual relationships, information
                           systems, regulatory status, compensation paid to
                           employees or other terms of employment, or deliver to
                           any person, firm, corporation or other entity any
                           document, record, notebook, computer program or
                           similar repository of or containing any such
                           confidential or proprietary information or trade
                           secrets. The parties hereby stipulate and agree that
                           as between them the foregoing matters are important,
                           material and confidential proprietary information and
                           trade secrets and affect the successful conduct of
                           the businesses of the Company (and any successor or
                           assignee of the Company). The parties hereto agree
                           that "confidential or proprietary information" shall
                           not include information that (i) is a matter of
                           public knowledge (other than by act of you in
                           violation hereof); (ii) was provided to you (without
                           breach of any obligation of confidence owed to the
                           Company) by a third party which is not an affiliate
                           of the Company or (iii) is required to be disclosed
                           by law or judicial or administrative process.

                  (b)      Upon termination of your employment with Company for
                           Cause or Without Cause, and upon the Company's
                           request, you will promptly deliver to the Company all
                           correspondence, drawings, manuals, letters, notes,
                           notebooks, reports, programs, plans, proposals,
                           financial documents, or any other documents
                           concerning, without limitation, the Company's
                           operations, processes, products, inventions, business
                           practices, business strategy, business development,
                           finances, principals, vendors, distributors,
                           suppliers, customers, potential customers,
                           manufacturing methods, sales methods, marketing
                           methods, costs, prices, contractual relationships,
                           information systems, regulatory status, compensation
                           paid to employees or other terms of employment and/or
                           which contain proprietary information or trade
                           secrets.

                  (c)      You may respond to a lawful and valid subpoena or
                           other legal process but shall give the Company the
                           earliest possible notice thereof, shall, as much in
                           advance of the return date as possible, make
                           available to the Company and its counsel the
                           documents and other information sought and shall
                           assist such counsel in resisting or otherwise
                           responding to such process.

<PAGE>

Raymond Bartholomae
August 13, 2003
Page 6

         8.       Injunctive Relief. You recognize and acknowledge that your
                  breach of the covenants contained in Sections 6 and 7 will
                  cause irreparable damage to the Company and its goodwill, the
                  exact amount of which will be difficult or impossible to
                  ascertain, and that the remedies at law for any such breach
                  will be inadequate. Accordingly, you agree that in the event
                  of a breach of any of the covenants contained in Sections 6
                  and 7, in addition to any other remedy which may be available
                  at law or in equity, the Company shall be entitled to specific
                  performance and injunctive relief.

         9.       Binding on Successors. This Letter shall be binding upon and
                  inure to the benefit of the Company, you and their respective
                  successors, assigns, personnel and legal representatives,
                  executors, administrators, heirs, distributees, devisees, and
                  legatees, as applicable.

         10.      Governing Law. This Letter shall be governed, construed,
                  interpreted and enforced in accordance with the substantive
                  laws of the State of Ohio.

         11.      Notices. Any notice, request, claim, demand, document or other
                  communication hereunder to any party shall be effective upon
                  receipt (or refusal of receipt) and shall be in writing and
                  delivered personally or sent by telex, telecopy, or certified
                  or registered mail, postage prepaid, as follows, or at any
                  other address as any party shall have specified by notice in
                  writing to the other party in accordance with this Paragraph
                  11:

                  If to the Company, to:

                          Dayton Superior Corporation
                          7777 Washington Village Drive, Suite 130
                          Dayton, OH  45459
                          Attn: Corporate Secretary
                          Phone: (937) 428-6360
                          Fax: (937) 428-9115

                  with copies to:

                          Peter Hardin-Levine, Esq.
                          Baker & Hostetler LLP
                          3200 National City Center
                          1900 E. 9th Street
                          Cleveland, Ohio  44114
                          Phone: (216) 861-7909
                          Fax: (216) 696-0470

                  and

<PAGE>

Raymond Bartholomae
August 13, 2003
Page 7

                          Odyssey Investment Partners Fund, LP
                          280 Park Avenue
                          West Tower, 38th Floor
                          New York, New York 10017
                          Attention: William Hopkins
                          Phone: (212) 351-7900
                          Fax: (212) 351-7925

                  If to you, to the address set forth below under you signature.

         12.      Counterparts. This Letter may be executed in several
                  counterparts, each of which shall be deemed to be an original,
                  but all of which together shall constitute one and the same
                  Letter.

         13.      Entire Agreement. The terms of this Letter are intended by the
                  parties to be the final expression of their agreement with
                  respect to your employment by the Company and may not be
                  contradicted by evidence of any prior or contemporaneous
                  agreement. The parties further intend that this Letter shall
                  constitute the complete and exclusive statement of its terms
                  and that no extrinsic evidence whatsoever may be introduced in
                  any judicial, administrative, or other legal proceeding to
                  vary the terms of this Letter. Notwithstanding any of the
                  foregoing to the contrary, in the event of a conflict between
                  the terms of this Letter and any other agreement between the
                  parties, the terms of this Letter shall govern.

         14.      Amendments. This Letter may not be modified, amended, or
                  terminated except by an instrument in writing, signed by you
                  and the Company's CEO.

         15.      Arbitration. Any dispute or controversy arising under or in
                  connection with this Letter shall be settled exclusively by
                  arbitration, conducted before a panel of three arbitrators in
                  Dayton, Ohio, in accordance with the rules of the American
                  Arbitration Association then in effect. Judgment may be
                  entered on the arbitrator's award in any court having
                  jurisdiction; provided, however, that the Company shall be
                  entitled to seek a restraining order or injunction in any
                  court of competent jurisdiction to prevent any continuation of
                  any violation of the provisions of Section 6 or 7 of this
                  Letter and you hereby consent that such restraining order or
                  injunction may be granted without the necessity of the Company
                  posting any bond

         16.      Taxes. All payments to be made to you under this Letter will
                  be subject to any applicable withholding of federal, state and
                  local income, employment and other taxes.

<PAGE>

Raymond Bartholomae
August 13, 2003
Page 8

         In consideration of the foregoing agreements and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, you and the Company agree to the foregoing terms and conditions
set forth in this Letter. Please indicate your agreement with and acceptance of
the terms and conditions set forth in this Letter by signing below, and return a
copy of this Letter to me at your earliest convenience. If you have any
questions, please feel free to call me.

                                        Very truly yours,

                                        Dayton Superior Corporation

                                        By: ___________________________________
                                            Stephen R. Morrey
                                            President & Chief Executive Officer

Agreed and accepted:

________________________________________
Raymond E. Bartholomae
28223 Gray Barn Lane
Lake Barrington, Illinois 60010

Date: __________________________________

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