Amendment to Employment Agreement for Jeffrey P. Baker – President and CEO Appointment

Summary

This amendment updates Jeffrey P. Baker’s employment agreement to reflect his appointment as President and CEO effective January 2, 2006. The agreement sets a new five-year term, increases his base salary to $400,000, and raises his annual incentive target to 80% of salary. It also accelerates the grant of 100,000 stock options and awards 250,000 restricted shares vesting over five years. If Mr. Baker is terminated for convenience, performance, or for Good Reason, the restricted shares will vest. He will continue to participate in all company benefit and retirement plans.

EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

Jeffrey P. Baker - Terms and Conditions of Amendment

to Employment Agreement

·	Appointment to position of President and CEO effective January 2, 2006.

All terms and conditions of employment contract remain in place except that: i) the term will be amended to a five-year term beginning January 2, 2006; ii) annual base salary will increase from $380,000 to $400,000; iii) annual target incentive will be up to 80% of annual base salary in effect on January 2, 2006; and iv) 100,000 options scheduled to be awarded June 21, 2006 will be awarded January 2, 2006.

250,000-share restricted stock award from the Company’s on January 2, 2006 vesting over a five-year period as follows: i) Year 1 - 25,000; ii) Year 2 - 25,000; iii) Year 3 - 50,000; iv) Year 4 - 75,000; and v) Year 5 - 75,000. In the event that employment is terminated by the Company for convenience or performance or by Mr. Baker for Good Reason,¹ the restricted shares will vest. The vesting of this award, along with a similar provision in Mr. Baker’s current employment agreement related to the restricted shares granted to Mr. Baker at the commencement of employment, will be the only type of severance to which Mr. Baker would be entitled in the event of termination for convenience, performance or Good Reason.

·	Performance will be reviewed on an annual basis and merit increases will be made as and if warranted based on the performance of the Company and other criteria established by the Compensation Committee.

·	Continued participation in all benefit, change of control and SERP plans.

¹“Good Reason” in Mr. Baker’s employment agreement is generally defined as: i) substantial reduction in the nature or status of responsibilities; ii) reduction by the Company in base salary, except in the case where the Company reduces the base salaries of its senior executives generally, provided that such reduction shall not exceed the average percentage reduction of all senior executives; iii) the Company’s failure to comply with Section 3.3 (granting of long-term incentives (options and restricted stock)) of the employment agreement; and iv) intentional failure by Analysts to allow full participation in all plans, programs or benefits in accordance with the employment agreement. “Good Reason” is not deemed to occur unless an event has not been corrected by the Company within two weeks of receipt of notice from Mr. Baker.