Restated Special Executive Retirement Plan


    Exhibit
      10-jj

     

    RESTATED
      SPECIAL EXECUTIVE RETIREMENT PLAN

     

    Analysts International Corporation
      (the “Company”) established the Special Executive Retirement Plan (the “Plan”)
      effective as of June 21, 1984, which has been amended from time to time. 
The Company further desires to amend and restate the Plan, generally effective
      January 1, 2005, to comply with Section 409A of the Internal Revenue Code
      of 1986, as amended, and the regulations, notices and other guidance of general
      applicability issued thereunder (hereinafter referred to as “Code Section
      409A”).

                   
1.            
Purpose. 
The
      purpose of the Plan is to assist the
      Company’s key senior executives with retirement and to encourage them to remain
      in the Company’s employ.  The Plan is an arrangement maintained for the
      purpose of providing deferred compensation for a select group of management
      or
      highly compensated employees and is intended to be an unfunded arrangement
      for
      tax purposes and purposes of Title I of the Employee Retirement Income Security
      Act of 1974.

                   
2.            
Participants. 
The
      Board of Directors of the
      Company shall, from time to time, select those key senior executives who shall
      participate in the Plan (hereinafter referred to as a “Participant”). 
Exhibit A reflects those key senior executives who have been selected to
      participate in the Plan as of December 30, 2005.

                   
3.            
Amount of Benefit;
      Bookkeeping Accounts

                                   
a.            
Initial Account Balance.  For each Participant,
      the Company shall
      calculate the present value of all benefits accrued by such Participant under
      the Plan as it read prior to this restatement as of December 30, 2005, using
      a
      discount rate of 6%.  Such amount shall be credited to a bookkeeping
      account (the “Deferred Compensation Account”) in the name of the
      Participant.

                                   
b.            
Basic Employer Contributions.  Effective for Plan
      Years beginning on
      and after January 1, 2006, the Company shall make a basic employer
      contribution to the Participant’s Company Contribution Account, which is a
      subaccount of the Participant’s Deferred Compensation Account.  Such basic
      employer contribution shall be determined according to the following
      schedule:

                                                   
Chief Executive
      Officer                       
20% of Base Salary

                                                   
All Other Executive
      Officers              
15% of Base Salary

     

                                   
c.            
Supplemental Employer Contributions.  Effective for Plan
      Years
      beginning on and after January 1, 2006, the Company may, in its discretion,
      credit additional amounts to the Participant’s Company Contribution
      Account.  The amount of such additional contribution, if any, shall be
      determined by the Company’s Board of Directors, and may be determined based on
      the Participant’s or the Company’s performance.

                   
      d.            
Participant Deferrals.  A Participant may file, on a form prescribed
      by the Company, prior to the later of (i) the first day of the Plan Year, and
      (ii) the 31st day after the key senior executive employee first becomes a
      Participant, an irrevocable election to defer the receipt of up to 50% of the
      base salary and up to 100% of the bonus compensation payable to the Participant
      during such Plan Year.  Such election shall apply only to compensation or
      fees earned for services performed after the election is filed.  Amounts so
      deferred shall be credited to the Participant’s Salary Deferral Account, which
      is a subaccount of the Participant’s Deferred Compensation Account. 
Notwithstanding the foregoing, a Participant’s election shall be immediately
      revoked if the Participant receives a hardship distribution from the Company’s
      401(k) Plan.

                                   
e.            
Value of Deferred Compensation
      Account.  The value of a
      Participant’s Deferred Compensation Account at any time shall be the sum of the
      Salary Deferral Account and Company Contribution Account, adjusted as
      follows:

                                                   
i.             
Company Contribution Account.  The Participant’s Company
      Contribution Account shall be adjusted for interest, compounded annually, at
      a
      rate equal to the 10-year Treasury bill rate in effect as of the January 1st
      of
      each year plus 1%, 2% or 3%, as determined by the Board of Directors and
      communicated to Participants from time to time.  Such interest adjustments
      shall continue until all amounts credited to such Account have been distributed
      as provided in Section 5 below.

                                                   
ii.            Salary
      Deferral Account.  

                                                                   a.            
The Participant’s Salary Deferral Account shall
      be adjusted for interest,
      compounded annually, at a rate equal to the 10-year Treasury bill rate in effect
      as of the January 1st of each year plus 1%, 2% or 3%, as determined by the
      Company’s Board of Directors and communicated to Participants from time to
      time.  Such interest adjustments shall continue until all amounts credited
      to such Account have been distributed as provided in Section 5 below. 


                                                                   b.            
Notwithstanding the foregoing,
      the Company may, in its sole discretion, provide
      for the adjustment of the Participant’s Salary Deferral Account for investment
      earnings and losses calculated by assuming that the Participant has invested
      his
      or her Salary Deferral Account in one or more investment funds selected by
      the
      Participant from a list of investment funds made available by the Company. 
The Company may, at any time and in its sole discretion, change the investment
      funds that it makes available, but only with respect to future periods. 
The Participant may change his or her selection of investment funds from among
      those available at any time.  Neither the Company, its Board of Directors,
      nor any member of the Board of Directors, nor any agent, employee or advisor
      of
      the Company shall be liable for any decrease in the Participant’s Salary
      Deferral Account as a result of the performance or lack thereof of any
      investment fund selected by the Participant.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                   
4.            
Vesting. 
A
      Participant’s Deferred Compensation
      Account shall be fully vested at all times.

                   
5.            
Distributions.

                                   
a.            
Time of Distribution; Specified
      Date, Separation from Service or
      Death.  Except as otherwise provided in this Section 5, payment of the
      Participant’s Deferred Compensation Account shall be made or commence to the
      Participant (or, in the event of the Participant’s death to the Participant’s
      Beneficiary) on the latest of (i) the date specified by the Participant in
      his
      or her deferral election, (ii) within thirty (30) days following the date of
      the
      Participant’s Separation from Service, and (iii) within thirty (30) days
      following the date of the Participant’s death.  The Participant may elect a
      new distribution date for his or her Deferred Compensation Account; provided,
      however, that such election must be made at least twelve (12) months prior
      to
      the original distribution date and must postpone payment for at least five
      (5)
      years after such original distribution date. 

                                   
b.            
Time of Distribution; Disability.  Except as otherwise
      provided in
      this Section 5, in the event of the Participant’s Disability, payment of the
      Participant’s Deferred Compensation Account shall be made or commence to the
      Participant three (3) months following the commencement of the Participant’s
      benefits under the Company’s group long-term disability plan. 


                                   
c.            
Special Rule for Key Employees.  Notwithstanding anything
      in this
      Section 5 to the contrary, if the Company determines that the Participant is
      a
“specified employee” as defined in Code Section 409A as of the date of the
      Participant’s Separation from Service, payment of the Participant’s Deferred
      Compensation Account shall not be made or commence earlier than the date that
      is
      six months after the date of the Participant’s Separation from Service, but
      shall be made or commence during the calendar year following the year in which
      the Separation from Service occurs and within 30 days of the earliest possible
      date permitted under Code Section 409A.

                                   
d.            
Form of Distribution. Distribution of the
      Participant’s Deferred
      Compensation Account shall be made in cash, in a single lump-sum payment or
      in
      120 monthly installments, as elected by the Participant; provided however,
      that
      the Participant’s election to receive his or her Deferred Compensation Account
      in the form of monthly installments shall not be effective unless the value
      of
      the Participant’s Deferred Compensation Account equals or exceeds $120,000 as of
      the date of his or her election, in which case the Participant shall receive
      the
      entire value of his or her Deferred Compensation Account in the form of a single
      lump-sum payment; and provided, further, that if the Participant has not elected
      a form of distribution, the Participant’s Deferred Compensation Account shall be
      distributed in the form of a single-lump sum payment.

                                   
e.            
Special Elections.

                                                   
(i)           
Prior to
      December 31, 2005, a Participant may elect to terminate his or her
      participation in the Plan and receive the entire balance of his or her Deferred
      Compensation Account in cash, in a single lump-sum payment.  

                                                   
(ii)           Notwithstanding
      anything in the Plan to the contrary, prior to December 31, 2007, a Participant
      may file a one-time election (the “Special Election”) to select a distribution
      date and form of distribution; provided, however, that, with respect to a
      Special Election made on or after January 1, 2006, and on or before December
      31,
      2006, such Special Election shall not postpone the payment of any retirement
      benefit that was otherwise scheduled to be made during calendar year 2006 nor
      accelerate payment of the Participant’s retirement benefit to a date within
      calendar year 2006; and provided, further, that, with respect to a Special
      Election made on or after January 1, 2007, and on or before December 31, 2007,
      such Special Election shall not postpone the payment of any retirement benefit
      that was otherwise scheduled to be made during calendar year 2007 nor accelerate
      payment of the Participant’s retirement benefit to a date within calendar year
      2007.  Under any such Special Election, the Participant shall not be
      required to postpone payment for at least five (5) years after the distribution
      event.  Such election shall be subject to such administrative rules as the
      Employer may deem necessary or desirable for compliance with Code Section 409A
      and the notices, regulations and other guidance of general applicability issued
      thereunder.

                   
6.            
Change of Control. 
In
      the event of a Change of
      Control, the Company shall, immediately prior to the effective date of the
      Change of Control, contribute sufficient funds to a Trust to provide for payment
      of all benefits due to Participants under the terms of the Plan.  Further,
      the Company (or the surviving entity, as the case may be) may, in its
      discretion, terminate the Plan within twelve (12) months immediately following
      the Change of Control.  In the event the Plan is terminated pursuant to
      this Section 6, all benefits due to Participants under the terms of the Plan
      shall be paid in a single lump-sum payment within twelve (12) months of the
      date
      of termination.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


                   
7.            
Definitions.

                                   
a.            
Affiliate.  “Affiliate” means any entity under
      common control with
      the Company pursuant to Sections 414(b), (c) and (m) of the Internal Revenue
      Code of 1986, as amended, and the regulations issued thereunder.

                                   
b.            
Beneficiary.  “Beneficiary” means the person or
      persons, natural or
      otherwise, designated by a Participant to receive benefits in the event of
      the
      Participant’s death.  A Participant may revoke or change his or her
      beneficiary designation at any time without the consent of the
      Beneficiary.  To be effective, such designation, revocation or alteration
      shall be in writing, in a form approved by the Company, and shall be filed
      with
      and accepted by the Company.  The most recently dated beneficiary
      designation form which is validly filed with the Company by a Participant shall
      revoke all previously dated beneficiary designation forms filed by such
      Participant.  If a Participant fails to designate a Beneficiary or if no
      Beneficiary designated by the Participant survives the Participant, any
      remaining payments shall be paid to the Participant’s estate.  If a
      Beneficiary dies before receiving all of the payments to which such Beneficiary
      is entitled, any remaining payments shall be paid to such Beneficiary’s estate.


                                   
c.            
Change of
      Control.             
For purposes of this Plan, “Change of Control” means:

                                                   
i.             
The purchase or other acquisition
      by any one person, or more than one person
      acting as a group, of stock of the Company that, together with stock held by
      such person or group, constitutes more than fifty percent (50%) of the total
      combined value or total combined voting power of all classes of stock issued
      by
      the Company; provided, however, that if any one person or more than one person
      acting as a group is considered to own more than 50% of the total combined
      value
      or total combined voting power of such stock, the acquisition of additional
      stock by the same person or persons shall not be considered a change of control;
      

                                                   
ii.             A
      merger or consolidation to which the Company is a party if the individuals
      and
      entities who were shareholders of the Company immediately prior to the effective
      date of such merger or consolidation have, immediately following the effective
      date of such merger or consolidation, beneficial ownership (as defined in Rule
      13d-3 under the Securities Exchange Act of 1934) of less than fifty percent
      (50%) of the total combined voting power of all classes of securities issued
      by
      the surviving entity for the election of directors of the surviving
      entity;

                                                   
iii.            Any one
      person, or more than one person acting as a group, acquires or has acquired
      during the twelve (12) month period ending on the date of the most recent
      acquisition by such person or persons, direct or indirect beneficial ownership
      (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of stock
      of
      the Company constituting more thirty-five percent (35%) or more of the total
      combined voting power of all classes of stock issued by the
      Company;

                                                   
iv.            The
      purchase or other acquisition by any one person, or more than one person acting
      as a group, of substantially all of the total gross value of the assets of
      the
      Company during the twelve (12) month period ending on the date of the most
      recent purchase or other acquisition by such person or persons.  For
      purposes of this Section 7(b)(iv), “gross value” means the value of the assets
      of the Company or the value of the assets being disposed of, as the case may
      be,
      determined without regard to any liabilities associated with such assets;
      or

                                                   
v.             A
      change in the composition of the Board of the Company at any time during any
      consecutive twelve-month (12) month period such that the “Continuity Directors”
no longer constitute at least a fifty percent (50%) majority of the Board. 
For purposes of this event, “Continuity Directors” means those members of the
      Board who were directors at the beginning of such consecutive twelve (12) month
      period or were elected by, or on the nomination or recommendation of, at least
      a
      two thirds (2/3) majority of the then-existing Board of Directors. 

    In all cases, the determination
      of
      whether a Change of Control has occurred shall be made in accordance with Code
      Section 409A and the regulations, notices and other guidance of general
      applicability issued thereunder.

                                   
d.            
Disability.  “Disability” means a medically determinable
      physical or
      mental impairment that can be expected to result in death or can be expected
      to
      last for a continuous period of at least twelve (12) months and which renders
      the Participant unable to engage in any substantial gainful activity.  Such
      Disability shall be established by the certificate of a medical doctor chosen
      by
      or satisfactory to the Company.

                                   
e.            
401(k) Plan.  “401(k) Plan” means the Analysts
      International
      Corporation Savings and Investment Plan.

                                   
f.             
Separation From Service.  “Separation from Service” means
      termination of employment with the Company and all Affiliates for any reason,
      including but not limited to voluntary resignation, termination by the Company
      (either with or without cause) or death.  A Participant shall not be deemed
      to have a Separation from Service while the Participant is on military leave,
      sick leave or other bona fide leave of absence if the period of the leave does
      not exceed six (6) months or, if longer, the Participant’s right to reemployment
      with the Company is provided either by statute or contract.  If the period
      of leave exceeds six (6) months and the Participant’s right to reemployment is
      not provided either by statute or contract, the Participant shall be deemed
      to
      have a Separation from Service on the first day immediately following such
      six
      (6) month period. 

                                   
g.            
Plan Year.  “Plan year” means the twelve-month
      period beginning
      January 1st and ending December 31st.

                                   
h.            
Trust.  “Trust” means a grantor trust,
      if any, established in
      connection with the Plan, which conforms to the terms of the model trust
      agreement set forth in Revenue Procedure 92-64, I.R.B. 1992-33.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                   
8.            
Nature of Company’s Obligations. 
The
      Plan
      constitutes a mere promise by the Company to make benefit payments in the
      future.  The amounts credited to bookkeeping accounts and amounts payable
      hereunder shall at all times be and remain a general unsecured obligation of
      the
      Company, and the right of the Participant to such benefits shall be the rights
      of a general unsecured creditor.  Notwithstanding the foregoing, the
      Company, at its sole option, may provide for such payments in any manner which
      it deems prudent, including but not limited to the acquisition of one or more
      policies of insurance or other investments or set-asides, such policies,
      set-asides or investments at all times to remain free and clear of any interest
      therein by any Participant.

                   
9.            
Relationship of
      the Plan to Present Company
      Benefits.  This Plan is intended to supplement Social
      Security, and benefits shall not be reduced by virtue of any Social Security
      payments.  This Plan replaces and supersedes the rights of the Participants
      under the existing Deferred Compensation Plan.

                   
10.          
General

                                   
a.            
Nontransferability. 
No
      Participant or the estate
      or heirs at law of any Participant shall have any right to assign, encumber
      or
      otherwise anticipate the right to receive payment hereunder, and the value
      of
      the Participant’s Deferred Compensation
      Account under the Plan shall not be subject to
      garnishment, attachment or any other legal process by the creditors of any
      Participant or the estate or heirs at law of any Participant
      hereunder.

                                   
      b.            
Liability of Company.  The Company shall have no liability in
      connection with the Plan except to pay any nonforfeitable benefits in accordance
      with the terms of the Plan.  The Company has made no representations to any
      Participant with respect to the tax implications of any transactions
      contemplated by the Plan.  Each Participant shall obtain his or her own
      counsel to advise the Participant with respect to the tax effect of the
      Plan.

                                   
      c.            
Binding Effect.  The Plan shall be binding upon the Participants and
      the Company and their heirs, executors and assigns.  The Company shall not
      be a party to any merger, consolidation or reorganization unless and until
      its
      obligations under the Plan shall be expressly assumed by its successor or
      successors.

                                   
      d.            
Payment in Case of Incompetency.  If, in the judgment of the Company
      based upon facts and information readily available to it, any person entitled
      to
      receive a payment hereunder is incapable for any reason of personally receiving
      and giving a valid receipt for the payment of a benefit, the Company may cause
      such payment or any part thereof to be made to the duly appointed guardian
      or
      legal representative of such person, or to any person or institution
      contributing to or providing for the care and maintenance of such person,
      provided that no prior claim for said payment has been made by a duly appointed
      guardian or legal representative of such person.  The Company shall not be
      required to see to the proper application of any such payment made in accordance
      with the provisions hereof, and any such payment shall constitute payment for
      the account of such person and a full discharge of any liability or obligation
      of the Company.

                                   
      e.            
Withholding.  The Company shall have the right to
      deduct from all amounts payable hereunder any state or federal taxes required
      by
      law to be withheld with respect to such awards.  If the Company is unable
      to withhold such federal and state taxes, for whatever reason, the Participant
      hereby agrees to pay to the Company an amount equal to the amount the Company
      would otherwise be required to withhold under federal or state law. 


                                   
      f.             
Right to Terminate Employment.  No employee or other person shall
      have any claim or right to receive awards under or otherwise participate in
      the
      Plan.  Neither the Plan nor any action taken hereunder shall be construed
      as giving any employee any right to be retained in the employment of the
      Company, interfere with the right of the Company to discharge any employee
      at
      any time, give the Company the right to require an employee to remain in its
      employ, interfere with the employee's right to terminate employment at any
      time,
      or interfere with the employee’s rights under any employment agreement between
      the employee and the Company.

                                   
      g.            
Plan Shall be Unfunded.  The Plan shall at all times be entirely
      unfunded, no action shall be taken at any time which would have the effect
      of
      segregating assets of the Company for payment of any benefit hereunder, and
      no
      Participant or other person shall have any interest in any particular assets
      of
      the Company by reason of the right to receive a benefit hereunder.  Any
      Participant or other person shall have only the rights of a general unsecured
      creditor of the Company with respect to any rights hereunder.  The Company
      may, in its discretion, establish a Trust to provide for payment of
      Participants’ deferred compensation benefits.

                                   
      h.            
Compliance with Applicable Laws.  The Company and
      Participants intend that the Plan comply with the applicable provisions of
      the
      Internal Revenue Code of 1986, as amended from time to time, and the regulations
      thereunder, with the applicable provisions of ERISA, as amended, and the
      regulations thereunder, and with any provisions of the Securities Exchange
      Act
      of 1934, as amended, that may be applicable.  If, at a later date, these
      provisions are construed in such a way as to make the Plan null and void, the
      Plan shall be given effect in a manner that shall best carry this
      intention.

                                   
      i.             
Notices.  Any notice, election or form to be delivered pursuant to
      the Plan shall be given in writing and delivered, personally or by first-class
      mail, postage prepaid, to the Company, the Participant or any other person,
      as
      the case may be, at their last known address.

                                   
      j.             
Headings.  Headings or titles at the beginning of articles and
      sections are for convenience of reference, shall not be considered a part of
      the
      Plan, and shall not influence its construction.

                                   
k.            
Amendment and Termination.  The Board of Directors,
      and only the
      Board of Directors, may alter, amend or terminate the Plan at any time;
      provided, however, that no amendment to the Plan may alter, impair or reduce
      the
      value of a Participant’s deferred compensation benefits to the extent vested
      prior to the effective date of such amendment, without the written consent
      of
      such Participant.  Notwithstanding
      the foregoing, the Company expressly reserves the right to amend the Plan to
      the
      extent necessary or desirable to comply with the requirements of the Code
      Section 409A and the regulations, notices and other guidance of general
      applicability issued thereunder without the consent of any
      Participant.

                                                   
In the event the Board of Directors
      terminates the Plan, distribution of all
      Participants’ deferred compensation benefits shall be made within the time
      prescribed by and in accordance with Code Section 409A.  Further, the
      Company shall terminate all deferred compensation arrangements required to
      be
      aggregated with this Plan under Code Section 409A, and shall not establish
      a new
      deferred compensation arrangement at any time within five (5) years following
      the date of the termination of this Plan if such new arrangement would be
      aggregated with this Plan under Code Section 409A

                                   
l.             
Governing Law.  The provisions of the
      Plan shall be construed and
      enforced according to the laws of the State of Minnesota to the extent that
      such
      laws are not preempted by any applicable federal law.

                   
      m.           
Administration.  The Compensation Committee of the Board of
      Directors shall have the responsibility of providing the responsible officers
      and other employees of the Company with the necessary information to properly
      maintain any bookkeeping accounts established pursuant to this Plan and shall
      take the necessary steps to assure that proper credits or other adjustments
      are
      made to such bookkeeping accounts.  In all other respects, the Plan shall
      be administered by the Board of Directors; provided, however, that, except
      for
      the power to amend and terminate the Plan, the Board of Directors may delegate
      such powers and duties to the Compensation Committee.

     

    Analysts
      International Corporation has caused this Plan, as amended and restated, to
      be
      executed by its duly authorized officer as of this _____ day of ___________,
      2006.

     

    

      


      
        	 	
                ANALYSTS
                  INTERNATIONAL CORPORATION

              
	 	 
	 	 
	
                By

              	 __________________________________
	
                Its

              	 __________________________________
	 	 
	 	 
	 	
                 

              


      

      


      


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    TO

    Analysts
      International Corporation

    RESTATED
      SPECIAL EXECUTIVE RETIREMENT
      PLAN

     

     

     

     

    Participants of December
      30,
      2005:

     

     

    Jeffrey P. Baker

    John D. Bamberger

    Colleen M. Davenport

    Michael J. LaVelle (Terminated
      participation effective 12/31/05)

    David J. Steichen

    Paulette M. Quist