ANALYSTS INTERNATIONAL CORPORATION
ANNUAL MANAGEMENT INCENTIVE PLAN (AMIP)
Fiscal Year 2008 Only
1. Term of this AMIP. This Annual Management Incentive Plan (“AMIP” or the “Plan”) is Exhibit B to that certain Employment Agreement between Analysts International Corporation (the “Company”) and Michael W. Souders (“Executive”) having a Commencement Date of July 1, 2008 (the “Employment Agreement”), and is an integral part of the Employment Agreement between the parties. It replaces all prior incentive compensation plans and other arrangements between the parties and is effective for the 2008 Fiscal Year only (January 1, 2008 through December 31, 2008). It will be replaced, amended or eliminated thereafter.
2. Terms of Participation.
(a) Eligibility . Before an employee may participate in the Plan, the employee must be designated by Analysts International corporate management or, in the case of an executive officer, the Compensation Committee of the Company’s Board of Directors as eligible to participate and must execute, if requested by the Company, an employment agreement, in such form as the Company may require. The Company’s failure to request the employee to sign an employment agreement in order to participate in the Plan shall in no way modify, amend, terminate or void any employment agreement, non-compete, confidentiality or similar agreement previously signed by the employee and such agreement shall remain in full force and effect .
(b) Changes in position or Gross Base Salary . If, during the course of the fiscal year, an employee accepts a new position with the Company or receives a new Gross Base Salary (as defined in Section 3(d)(i) below), the employee’s incentive distribution, if any, shall be calculated using the Gross Base Salary as of December 31, 2008, unless otherwise agreed to by the Company in writing.
(c) Not a Guarantee of Continuing Employment. The Plan is not intended as a guarantee of continuing employment, the employment relationship between the Company and participants in the Plan being terminable at any time by either the Company or the participant, with or without cause, unless agreed to otherwise in writing.
3. Incentive Compensation – Components.
(a) Incentive Compensation. Two types of senior management employees are eligible to participate in this Plan – leaders of Strategic Support Service Units (SSU) and leaders of Strategic Business Units (SBU).
(i) For leaders of SSUs, incentive compensation is based solely (100%) on company performance.
(ii) For leaders of SBUs, incentive compensation is based on both company performance and their individual SBU performance as further set forth herein.
(b) Company Performance Component . The company component of the AMIP is based on one and only one factor, Earnings per Share (EPS), as the same shall be disclosed in the Company’s final fiscal year 2008 financial earnings release.
(c) SBU Performance Component . The SBU performance component of the AMIP is based on achievement of the individual SBU operating profit established for the specific SBU in the CEO budget.
(d) Condition to Payment . No payment of any kind will be made under this Plan to SSU leaders if the company’s performance in terms of EPS is below $0.05 a share.
4. Leaders of SSUs.
For leaders of Strategic Support Service Units (SSU), the range of potential payment amounts is 0% to 70% of Gross Base Salary, as follows:
5. Leaders of SBUs.
(a) For leaders of SBUs, incentive compensation is based on both company performance and their individual SBU performance.
(b) At target performance, the ratio between these two components will be 75% on company performance and 25% on individual SBU performance. “Target performance” assumes that the Company achieves EPS of $0.05 after AMIP, and that the SBU has achieved its individual operating profit financial objective as established in the CEO budget for fiscal year 2008.
(c) The range of potential payment amounts to an eligible SBU leader is 0% to 70% of Gross Base Salary, with a total targeted payment amount of 30% if both the Company and the SBU achieves 100% of the target “CEO budget” for the fiscal year.
(d) The range of potential payment amounts to an eligible SBU leader under the company performance component is 0% to 52.5% of Gross Base Salary, with a target payment amount of 22.5% if the Company achieves $.05 EPS. There will be no payment made of the company performance component of the Plan if the company performance is below $0.05 a share. The following chart shows the range of payout of the company component to SBU leaders based on EPS.