Exhibit 10.1


 


A.                                    Performance Criteria for Incentive Plan Awards for Year
2010 Pursuant to the 2003 Executive Incentive Plan


 


1.             Awardees:


 


a.             Henry J. Herrmann


b.             Michael L. Avery


c.             Thomas W. Butch


d.             Daniel P. Connealy


e.             Daniel C. Schulte


f.              Michael D. Strohm


g.                                      John E. Sundeen, Jr.


 


2.             Performance Goal:


 


a.                                       The aggregate
Incentive Plan Award to the Awardees shall equal six percent of the Adjusted
2010 Operating Income (defined below). 
The aggregate Incentive Plan Award shall be allocated among the Awardees
as follows:


 


	
  Awardee

  	
   

  	
  Portion of Aggregate

  Incentive Plan Award

  	
   

  
	
  Henry J. Herrmann

  	
   

  	
  32

  	
  %

  
	
  Michael L. Avery

  	
   

  	
  17

  	
  %

  
	
  Thomas W. Butch

  	
   

  	
  15

  	
  %

  
	
  Daniel P. Connealy

  	
   

  	
  9

  	
  %

  
	
  Daniel C. Schulte

  	
   

  	
  9

  	
  %

  
	
  Michael D. Strohm

  	
   

  	
  9

  	
  %

  
	
  John E. Sundeen, Jr.

  	
   

  	
  9

  	
  %

  



 


Notwithstanding
the foregoing, the Compensation Committee may, in its sole discretion, elect to
award each Awardee less of the Incentive Plan Award for the 2010 Year than is
set forth above, provided that any such decrease in the Incentive Plan Award
for any one Awardee shall not increase the award for any other Awardee.


 


b.                                      The term “Adjusted
2010 Operating Income” means the operating income of the Company for its
fiscal year ending December 31, 2010 (the “2010 Year”), determined
pursuant to generally accepted accounting principles, adjusted as follows:  (i) such amount shall be increased by
the Company’s interest expense for the 2010 Year; (ii) such amount shall
be increased by the Company’s federal, state and local income taxes for the
2010 Year; (iii) such amount shall be increased by bonuses paid under
Company executive compensation and deferred compensation plans for the 2010
Year; (iv) such amount shall be increased by losses from
publicly-disclosed transactions entered into during the 2010 Year that the
Compensation Committee considers to be extraordinary or non-recurring; (v) such
amount shall be decreased by gains from publicly-disclosed transactions entered
into during the 2010 Year that the 


 

















 


Compensation
Committee considers to be extraordinary or non-recurring; (vi) such amount
shall be increased by any net losses during the 2010 Year from entities, trades
or businesses and lines of businesses acquired from unrelated parties (“2010
Acquisitions”); and (vii) such amount shall be decreased by any net
profits during the 2010 Year from entities, trades or businesses and lines of
businesses acquired pursuant to 2010 Acquisitions.


 


B.                                    Performance Criteria for Restricted Stock Awards for
Year 2010 Pursuant to the 1998 Stock Incentive Plan


 


1.             Awardees:


 


a.             Henry J. Herrmann


b.             Michael L. Avery


c.             Thomas W. Butch


d.             Daniel P. Connealy


e.             Daniel C. Schulte


f.                                         Michael D. Strohm


g.                                      John E. Sundeen, Jr.


 


2.             Performance Goal:


 


a.                                       The aggregate
Restricted Stock Award to the Awardees shall equal 420,000 shares of Company common
stock, provided that no such award shall be made unless the Threshold Condition
(defined below) is met.  The aggregate
Restricted Stock Plan Award shall be allocated among the Awardees as follows:


 


	
  Awardee

  	
   

  	
  Portion of Aggregate 

  Incentive Plan Award

  	
   

  
	
  Henry J. Herrmann

  	
   

  	
  20

  	
  %

  
	
  Michael L. Avery

  	
   

  	
  19

  	
  %

  
	
  Thomas W. Butch

  	
   

  	
  17

  	
  %

  
	
  Daniel P. Connealy

  	
   

  	
  11

  	
  %

  
	
  Daniel C. Schulte

  	
   

  	
  11

  	
  %

  
	
  Michael D. Strohm

  	
   

  	
  11

  	
  %

  
	
  John E. Sundeen, Jr.

  	
   

  	
  11

  	
  %

  



 


Notwithstanding
the foregoing, the Compensation Committee may, in its sole discretion, elect to
award each Awardee less of a Restricted Stock Plan Award for the 2010 Year than
is set forth above, provided that any such decrease in the Restricted Stock
Plan Award for any one Awardee 


 

















 


shall
not increase the award for any other Awardee. 
These awards, if any, are to be granted in December 2010.


 


b.                                      The term “Threshold
Condition” means that the quotient of (i) Adjusted 2010 Operating
Income (defined in Section A), divided by (ii) Adjusted 2010 Equity
(defined below), equals or exceeds 0.40.


 


c.                                       The term “Adjusted
2010 Equity” means the quotient of (i) the sum of Beginning 2010
Equity (defined below) plus Adjusted Ending 2010 Equity (defined below),
divided by (ii) 2.0.


 


d.                                      The term “Beginning
2010 Equity” means the shareholders equity of the Company as of January 1,
2010, determined pursuant to generally accepted accounting principles.


 


e.                                       The term “Adjusted
Ending 2010 Equity” means the shareholders equity of the Company as of December 31,
2010, determined pursuant to generally accepted accounting principles, adjusted
as follows:  (i) such amount shall
be increased by bonuses paid under Company executive compensation and deferred
compensation plans for the 2010 Year; (ii) such amount shall be increased
by losses from publicly-disclosed transactions entered into during the 2010
Year that the Compensation Committee considers extraordinary or non-recurring; (iii) such
amount shall be decreased by gains from publicly-disclosed transactions entered
into during the 2010 Year that the Compensation Committee considers to be
extraordinary or non-recurring; (iv) such amount shall be increased by any
net losses during the 2010 Year from entities, trades or businesses and lines
of businesses acquired pursuant to 2010 Acquisitions; and (v) such amount
shall be decreased by any net profits during the 2010 Year from entities,
trades or businesses and lines of businesses acquired pursuant to 2010
Acquisitions.