Exhibit 10.1
 Compensation Arrangements with Certain Executive Officers
  20102010
    
    
    IncentiveBase
    
    
    CompensationSalary
    
    
    Target(1)Neilson A. Mackay
    
    $
    400,000
    
    
    
    80
    %President and CEOGary B. Shell
    
    $
    252,000
    
    
    
    50
    %Senior Vice President, Chief Financial Officer and TreasurerStephen M. Newell
    
    $
    205,000
    
    
    
    40
    %Vice President and General Manager, LXETimothy C. Reis
    
    $
    216,300
    
    
    
    45
    %Vice President & General CounselDavid M. Sheffield
    
    $
    195,700
    
    
    
    30
    %Vice President, Finance and Chief Accounting Officer
 
 (1)
    
    Actual incentive compensation payment under the EAICP is determined based on
Company or divisional performance during 2010, primarily with reference to actual
operating income and EPS compared with targets based on the Companys 2010 operating
plans as determined in March 2010. For the CEO, CFO, VP & General Counsel, and VP,
Finance, the determination is weighted 40% based on performance against a corporate
operating income target and 40% based on performance against an EPS target. The
remaining 20% is based on achievement against individual objectives as set and
evaluated by the CEO (the Board in the case of the CEO). For Mr. Newell, the
determination is weighted 30% based on performance of the LXE division against its
operating income target, 50% based on corporate performance against consolidated
operating income target, and 20% based on performance against individual objectives
as specified and evaluated by the CEO.




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For 2010, our corporate and divisional targets have been set at 110% of our internal
baseline operating plans, in order to emphasize to management the importance of
identifying and taking advantage of opportunities to improve on those plans,
particularly through greater cooperation among and integration of the various
divisions. As a result, the targets are consistent with the higher side of the
annual earnings guidance we released in March 2010. While we believe that these
stretch targets are achievable, they will require excellent execution by
each division of its business plan, plus additional revenues or cost savings that we
believe can be obtained.In general, no incentive compensation based on financial targets is paid under the
EAICP if actual performance is at 80% or less of targeted performance. Performance
above target would normally result in a 2-for-1 percentage increase in incentive
compensation, except that the maximum payment based on divisional performance is
150% of target. The Committee retains the right to modify, either up or down, the
incentive compensation otherwise payable based on the factoring process, to take
into account individual or Company/division performance on non-financial or
supplemental financial objectives. The Committee and Board also have the right to
make other discretionary awards, outside the EAICP, based on factors they believe to
be appropriate in the circumstances.For 2010, the Compensation Committee and Board concluded that one-third of amounts
earned and awarded under the EAICP should be subject to deferral for one year.
During that year, the deferred amounts will be treated as phantom stock units based
on the market price of the common shares when the award is determined, and paid to
the executive a year later based on the market price at that time. The purpose of
this approach is to emphasize the importance of long-term Company performance, and
to reduce incentives for short-term results at the expense of results in subsequent
periods.