Vice President, Finance Employment Agreement

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement"), is entered into by and between MAXXAM Inc. ("Employer"), and Emily Madison, ("Employee"), on April 1, 2005.

WITNESSETH: WHEREAS , Employer is desirous of employing Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Employee is desirous of entering the employ of Employer pursuant to such terms and conditions and for such consideration. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and obligations contained herein, Employer and Employee agree as follows: ARTICLE 1: EMPLOYMENT AND DUTIES: 1.1 Subject to the terms and conditions of this Agreement, Employer agrees to employ Employee, and Employee agrees to be employed by Employer, beginning on or about April 1, 2005, and continuing until the earlier of (i) the date of Employee's death, (ii) the date of Employee's initial eligibility for benefits under Employer's Long Term Disability Plan, or (iii) April 1, 2008 (the "Term"). At the conclusion of the Term, employee shall become an "at will" employee as defined by the laws of the state of Texas. 1.2 Employee shall be employed as the Company's Vice President, Finance. Employee agrees to serve in this assigned position and to perform diligently and to the best of Employee's abilities, the duties and services of such position as determined by Employer, as well as such reasonable additional or different duties and services appropriate to this position which Employee from time to time may be directed to perform by Employer. 1.3 Employee shall, during the period of Employee's employment by Employer, devote Employee's full business time, energy, and best efforts to the business and affairs of Employer. Employee may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Employee's performance of Employee's duties hereunder, is contrary to the interests of Employer, or requires any significant portion of Employee's business time. ARTICLE 2: COMPENSATION AND BENEFITS: 2.1 Employee's base salary while employed by Employer during the Term shall be payable at a rate of not less than the gross amount of $228,600 per annum which shall be paid in accordance with Employer's standard payroll practice for its executives in effect from time to time ("Base Salary"). Base Salary is determined on an annual basis and will be prorated for any partial calendar year of employment. Employee's base salary shall be reviewed by the Company's Compensation Policy Committee at the end of each calendar year.


2.2 Employee will receive, on the later of April 1, 2005, or her first day of employment, a one-time signing bonus in the gross amount of $37,500. 2.3 Employee shall participate in Employer's bonus and similar incentive arrangements that are available to Employer's executives and shall receive a bonus in the gross amount of not less than $50,000 under such arrangements for each calendar year during the Term while employed by Employer, prorated on the basis of a 365 day year for any partial calendar year of employment. Bonus awards are typically awarded in December of each calendar year. Employee's bonus shall be reviewed by the Company's Compensation Policy Committee at the end of each calendar year. 2.4 On the later of April 1, 2005, or her first date of employment, Employer shall grant to Employee under the MAXXAM Inc. 2002 Omnibus Employee Incentive Plan (the "MAXXAM Incentive Plan") 5,000 shares of MAXXAM stock. Future grants of MAXXAM stock under the MAXXAM Incentive Plan shall be at the discretion of Employer. 2.5 Commencing on the later of April 1, 2005 or the first day of Employee's employment, and at all times during the Term while Employee is employed by Employer, Employee will be designated as a participant in the MAXXAM Inc. Capital Accumulation Plan (the "Plan"), subject to the terms of this Plan as in existence from time to time. While Employer has no current intention of modifying this Plan, Employer shall have no obligation to maintain this Plan during the Term of Employee's employment with Employer. 2.6 Commencing on the later of April 1, 2005, or the first day of Employee's employment, and subject to Employer's generally applicable expense reimbursement policies, Employer shall reimburse Employee for, all ordinary, reasonable, and necessary expenses which Employee incurs in performing her duties under this Agreement, including, but not limited to, travel, professional dues and subscriptions, and course work required for employee to maintain her professional accreditation. Employer shall provide Employee with an automobile allowance payable monthly at an annual rate of $15,000 during the Term. 2.7 While employed by Employer, Employee shall be allowed to participate, on the same basis as other executive employees of Employer, in all general employee benefit plans and programs. Such benefits, plans, and programs, which Employer shall have no obligation to maintain, may include, without limitation, medical, health and dental care, life insurance, ...