CHANGE OF CONTROL AGREEMENT
This CHANGE OF CONTROL AGREEMENT (this "AGREEMENT"), is made this 26th day of March, 1999,
between Mark W. Jarman ("EXECUTIVE") and Dynamic Materials Corporation, a Delaware corporation (the
WHEREAS, the Company wishes to assure itself of continuity of management in the event of any actual or
threatened change in the control of the Company;
WHEREAS, the Company believes it is important that Executive be able to assess and advise the Company
whether supporting a change in control would be in the best interests of the Company and its shareholders
without being influenced by the uncertain effect of such a change upon Executive's role within the Company;
WHEREAS, Executive has been employed by the Company and the Company wishes to demonstrate to
Executive the Company's concern for his welfare.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties
hereto agree as follows:
ARTICLE I. OPERATION OF AGREEMENT
1.1 This Agreement will be binding immediately upon its execution by the parties hereto, but will operate as an
employment contract only during the "Term of Employment" as described below.
1.2 The "Term of Employment" is the period beginning on the date of a "CHANGE OF CONTROL" and ending
on the earliest of:
(a) Executive's 65th birthday,
(b) Executive's death,
(c) the date on which the Agreement terminates in accordance with paragraph 1.4 below, and
(d) the date on which all rights and obligations of the parties hereto have been satisfied in accordance with the
terms of this Agreement.
Neither the expiration of the Term of Employment nor the termination of this Agreement will relieve the Company
of the obligation to provide Executive, in accordance with the terms hereof, the payments, benefits and coverage
to which he has become entitled under this Agreement.
1.3 "CHANGE OF CONTROL" means a change of control of the Company of a nature that would be required
to be reporte