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EXHIBIT 10.4
 
  
   Title
 Responsibilities
 Base Annual Salary
 Annual Bonus
 Equity
 .4 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 and in connection with sale or purchase of a residence in connection with your
relocation.
 Reimbursement of Relocation Fees
 Vacation
 Severance




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provided however
 Cause nolo contendere
 .5 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
 Committee Approval and Board Appointment
       /s/ Thomas R. Pilholski




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




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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)
    
    Good Reason shall mean (a) a material diminution in Optionees authority, duties or responsibilities, (b) a
material diminution in Optionees base salary or bonus opportunity; (c) a material breach by the Company
of any term of any employment agreement with Optionee; or (d) a change in Optionees office location to a
point more than fifty (50) miles from Optionees office location on the Grant Date, provided, however, that
in all cases, prior to Optionees termination for Good Reason, Optionee must give the Company written
notice describing the events constituting Good Reason within 90 days of the initial occurrence of such
events and the Company must be given 45 days to cure such events.(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.
 Exercise
 Nontransferability
 Method of Exercising Options




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Adjustment upon Changes in Capitalization provided, however
 Conditions Upon Issuance of Option
 Notices




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Limitations
 Incorporation of the Plan
 Interpretation
 Severability
 Enforceability
 Pronouns, Singular/Plural




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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.
 Return of Property
 Assignment of Inventions
 Equitable Remedies.




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Continuing Obligation
 Post-Termination Violations