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EXHIBIT 10.1
 
  
   Title
 Responsibilities
 Base Annual Salary
 Annual Bonus




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Equity
 .1 Reimbursement of Legal Fees. ACL shall reimburse you for up to $5,000 of the fees and
expenses of your counsel in connection with the preparation, execution and delivery of this letter
agreement.
 Vacation
 Severance provided however
 .2 Section 409A . In the event that any compensation with respect to your termination is
deferred compensation within the meaning of Section 409A of the Internal Revenue Code (the
Code) and the regulations thereunder (Section 409A), the stock of ACL or any affiliate is
publicly traded on an established securities market or otherwise, and you are determined to be a
specified employee, as defined in Section 409A(a)(2)(B)(i) of the Code, payment of such
compensation shall be delayed as required by Section 409A. Such delay shall last six (6) months
from the date of your termination, except in the event of your death. Within thirty (30) days
following the end of such six-month period, or, if earlier, your death, ACL will make a catch-up
payment to you equal to the total amount of such payments that would have been made during the
six-month period but for this section. Wherever payments under this letter agreement are to be
made in installments, each such installment shall be deemed to be a separate payment for purposes
of Section 409A.
 Non-Competition/Non-Solicitation Provisions
 Board Position
 [The rest of this page is intentionally blank.]




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/s/ Michael P. Ryan




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Noncompetition; Nonsolicitation; Confidential Information, etc.
 Covenant Not to Compete.
 Covenant Not to Solicit Employees provided, however,
 Covenant Not to Solicit Customers
 Covenant of Confidentiality.




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Return of Property
 Assignment of Inventions
 Equitable Remedies.
 Continuing Obligation
 Post-Termination Violations




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Grant of Option
 Purchase Price
 Type of Stock Option
 Term
   other than




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Vesting
 provided, however provided, however
 provided, however,
   (i)
    
    Continuing Directors shall mean the members of the Board on the Grant Date, provided that any person becoming a
member of the Board subsequent to such date whose election or nomination for election was supported by at least a
majority of the directors who then comprised the Continuing Directors shall be considered to be a Continuing Director.(ii)
    
    Person is used as such term is used in Sections 13(d) and 14(d) of the Exchange Act.(iii)
    
    Cause shall have the meaning set forth in the employment agreement, if any, between the Company and
the Optionee, or if no such employment agreement exists, then such term shall have the meaning set forth in
the Plan.




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(iv)
    
    Good Reason shall have the meaning set forth in the employment agreement, if any, between the
Company and the Optionee or, if no such employment agreement exists, such term shall mean the
resignation of the Optionee from employment with the Company following the occurrence of either or both
of the events set forth in clauses (A) and (B) below without the prior written consent of the Optionee,
provided that, in connection with either or both events, (1) the Optionee delivers written notice to the
Company of his or her intention to resign from employment due to either or both of such events, which
notice specifies in reasonable detail the circumstances claimed to provide the basis for such resignation, and
(2) such event or events are not cured by the Company within fifteen (15) days following delivery of such
written notice:
 (A)
    
    any reduction in the Optionees annual rate of base salary; or(B)
    
    any removal by the Company of the Optionee from his or her
position or the assignment to the Optionee of duties and
responsibilities materially inconsistent and adverse with
such position, except in connection with termination of the
Optionees employment for Cause or disability.
 Exercise
 Nontransferability
 Method of Exercising Options




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Adjustment upon Changes in Capitalization provided, however
 Conditions Upon Issuance of Option
 Notices
 Limitations
 Incorporation of the Plan




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Interpretation
 Severability
 Enforceability
 Pronouns, Singular/Plural




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