EXHIBIT
10.3
Exhibit B
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 Randy W. Strobel
(“Executive”) having a Commencement Date of August 25,
2008 (the “Employment Agreement”), and is an integral
part of said Employment Agreement. This AMIP shall
become effective on the Commencement Date specified in the
Employment Agreement, and replaces all prior incentive compensation
plans and other arrangements between the parties. It is
effective for the 2008 Fiscal Year only (January 1, 2008 through
December 31, 2008), and 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.
For leaders of Strategic Support Service Units
(SSU), the range of potential payment amounts is 0% to 70% of Gross
Base Salary, as follows:
|
EPS (
after AMIP payout)
|
% of SSU
Leader’s Base Salary Payable as Incentive
Compensation
|
|
$0.03
|
0.0%
|
|
$0.04
|
0.0%
|
|
$0.05 (CEO
Budget)
|
30.0%
|
|
|
33.0%
|
|
|
33.0%
|
|
|
34.0%
|
|
|
36.0%
|
|
|
37.0%
|
|
|
38.0%
|
|
|
39.0%
|
|
$0.13 (Mgmt.
Budget)
|
40.0%
|
|
|
42.5%
|
|
|
45.0%
|
|
|
47.5%
|
|
|
50.0%
|
|
|
52.5%
|
|
|
55.0%
|
|
|
57.5%
|
|
|
62.0%
|
|
$.022
|
70%
(maximum)
|
(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.
|
EPS (after AMIP
payout)
|
% of SBU
Leader’s Base Salary Payable as Incentive
Compensation
|
|
$0.03
|
0.0%
|
|
$0.
|