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                                                                   EXHIBIT 10.28

 

April 13, 2005

 

Mr. Jean Rochette

1976 De l'Elan Street

Longueuil, Quebec    J4N 1N3

 

Dear Jean:

 

Following your conversation with Andre Heroux on March 21, we are confirming

that as a result of restructuring and the elimination of your position, your

employment with the MAAX Corporation will end on March 25, 2005.

 

Your employment termination will be subject to the modalities and conditions

listed below, in compliance with your employment contract of August 27, 2004.

The present letter and the document titled "Transaction and Discharge", after

having been countersigned by you will become an irrevocable agreement between

yourself and the MAAX Corporation.

 

EMPLOYMENT TERMINATION COMPENSATION

 

You will receive employment termination compensation in the gross amount of FIVE

HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($525,000). This amount is equivalent

to your base salary for a period of fifty-two (52) weeks to which has been added

the annual target performance bonus and includes all the amounts due to you in

the form of compensation instead of notices pursuant to the Act respecting

Labour Standards or any other pertinent federal or provincial law.

 

It might be possible to transfer all or part of your employment termination

compensation to your RRSP without any source deductions and without affecting

your annual RRSP space. We recommend that you consult with your financial

adviser in order to discover the options open to you, if any exist. If you are

entitled to do so and wish to transfer funds into your RRSP, please communicate

the amount below.

 

I want to transfer the amount of FIFTEEN THOUSAND SIX HUNDRED AND THIRTY-ONE

DOLLARS ($15,631) into an RRSP.

 

PERFORMANCE BONUS

 

In addition to the departure compensation, you will receive a normal performance

bonus on the same basis as the other members of the executive committee for the

2005 fiscal year, once the financial statements have been approved by the MAAX

Corporation Board of Directors. The said amount will be paid to you on or around

May 9, 2005.

 

FRINGE BENEFITS

 

M


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