exhibit10_3.htm


    EXHIBIT
      10.3

    


    Exhibit
      A

    


    CHANGE
      OF CONTROL AGREEMENT

    


    
      


      
        	
                Parties:

              	
                Analysts
                  International Corporation

              	
                (“Company”)

              
	 	
                3601
                  West 76th
                  Street, Suite 600

              	 
	 	
                Minneapolis,
                  MN  55435

              	 
	 	 	 
	 	 	 
	 	
                Robert
                  E. Woods

              	
                (“Executive”)

              
	 	 	 
	 	 	 
	 	 	 
	
                Date:

              	
                
                  January
                    3, 2008

                

              	 


      

      


    

    


    RECITALS:

    


    1.           
      Executive has been employed by the Company since January 1, 2008, and currently
      serves as the Senior Vice President, Secretary, and General Counsel of the
      Company, and Executive has extensive knowledge and experience relating to the
      Company’s business.

    


    2.           
      The parties recognize that a “Change of Control” may materially change or
      diminish Executive’s responsibilities and substantially frustrate Executive’s
      commitment to the Company.

    


    3.           
      The parties further recognize that it is in the best interests of the Company
      and its stockholders to provide certain benefits payable upon a “Change of
      Control Termination” to encourage Executive to continue in his/her position in
      the event of a Change of Control, although no such Change of Control is now
      contemplated or foreseen.

    


    4.           
      The parties further desire to provide certain benefits payable upon a
      termination of Executive’s employment following a Change of
      Control.

    


    AGREEMENTS:

    


    1.           
      Term of
      Agreement.  Except as otherwise provided herein, this Agreement
      shall commence on the date executed by the parties and shall continue in effect
      until the third anniversary of the date set forth above; provided, however,
      that
      if a Change of Control of the Company shall occur during the term of this
      Agreement, this Agreement shall continue in effect for a period of twelve (12)
      months beyond the
      date of such Change of Control.  If, prior to the

    earlier
      of the third anniversary of this Agreement or a Change of Control, Executive’s
      employment with the Company terminates for any reason or no reason, or if
      Executive no longer serves as an executive officer of the Company, this
      Agreement shall immediately terminate, and Executive shall not be entitled
      to
      any of the compensation and benefits described in this Agreement.  Any
      rights and obligations accruing before the termination or expiration of this
      Agreement shall survive to the extent necessary to enforce such rights and
      obligations.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    2.           
      “Change of
      Control.”  For purposes of this Agreement, “Change of Control”
shall mean any one or more of the following events occurring after the
      date of
      this Agreement:

    


    (a)           
      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 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;

    


    (b)           
      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
      corporation;

    


    (c)           
      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 than
      fifty-percent (50%) of the total combined voting power of all classes of stock
      issued by the Company;

    


    (d)           
      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-month period ending on the date of the most recent purchase or other
      acquisition by such person or persons.  For purposes of this Section
      2(d), “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;

    


    (e)           
      A change in the composition of the Board of the Company at any time during
      any
      consecutive twelve (12) month period such that the “Continuity Directors” cease
      for any reason to constitute at least a sixty-six and two-thirds percent
      (66-2/3%) majority of the Board. For purposes of this event, “Continuity
      Directors” means those members of the Board who either:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (1)           
      were directors at the beginning of such consecutive twelve (12) month period;
      or

    


    (2)           
      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.

            


    

    


    3.           
      “Change of Control
      Termination.”  For purposes of this Agreement, “Change of
      Control Termination” shall mean any of the following events occurring upon or
      within twelve (12) months after a Change of Control:

    


    (a)           
      The termination of Executive’s employment by the Company for any reason, except
      for termination by the Company for “cause.”  For purposes of this
      Agreement, “cause” shall have the same meaning as set forth in Executive’s
      employment agreement with the Company, if any, as amended from time to
      time.   If Executive does not have an employment agreement with
      the Company, then “cause” shall mean (i) Executive’s substantial failure or
      neglect, or refusal to perform, the duties and responsibilities of Executive’s
      position and/or the reasonable direction of the Board of
      Directors;  (ii) the commission by Executive of any willful,
      intentional or wrongful act that has the effect of materially injuring the
      reputation, business or performance of the Company; (iii) Executive’s conviction
      of, or Executive’s guilty or nolo contendere plea with respect to, any crime
      punishable as a felony; (iv)  Executive’s conviction of, or
      Executive’s guilty or nolo contendere plea with respect to, any crime involving
      moral turpitude; or (v) any bar against Executive from serving as a director,
      officer or executive of any firm the securities of which are
      publicly-traded.

    


    For
      purposes of this Section 3(a), an act or failure to act by Executive shall
      not
      be “willful” unless it is done, or omitted to be done, in bad faith and without
      any reasonable belief that Executive’s action or omission was in the best
      interests of the Company.

    


    (b)           
      The termination of employment with the Company by Executive for “Good
      Reason.”  Such termination shall be accomplished by, and effective
      upon, Executive giving written notice to the Company of his/her decision to
      terminate.  “Good Reason” shall mean a good faith determination by
      Executive that any one or more of the following events has occurred upon or
      within twelve (12) months after a Change of Control; provided, however, that
      such event shall not constitute Good Reason if Executive has expressly consented
      to such event in writing or if Executive fails to provide written notice of
      his/her decision to terminate within ninety (90) days of the occurrence of
      such
      event:

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (1)

            	
              A
                change in Executive’s reporting title(s), status, position(s), authority,
                duties or responsibilities as an executive of the Company as in effect
                immediately prior to the Change of Control which, in Executive’s
                reasonable judgment, is material and adverse (other than, if applicable,
                any such change directly attributable to the fact that the Company
                is not
                longer publicly owned); provided, however, that Good Reason does
                not
                include such a change that is remedied by the Company promptly after
                receipt of notice of such change is given by Executive;
                

            


    

    


    
      	
               

            	
              (2)

            	
              A
                reduction by the Company in Executive’s base salary or an adverse change
                in the form or timing of the payment thereof, as in effect immediately
                prior to the Change of Control or as thereafter increased;
                

            


    

    


    
      	
               

            	
              (3)

            	
              the
                Company’s requiring Executive to be based more than fifty (50) miles from
                where Executive’s office is located immediately prior to the Change of
                Control, except for required travel on the Company’s business, and then
                only to the extent substantially consistent with the travel obligations
                which Executive undertook on behalf of the Company during the ninety-day
                period immediately preceding the Change of Control (without regard
                to
                travel related to or in anticipation of the Change of Control);
                

            


    

    


    
      	
               

            	
              (4)

            	
              the
                Company’s failure to cover Executive under any pension, bonus, incentive,
                stock ownership, stock purchase, stock option, life insurance, health,
                accident, disability, or any other employee compensation or benefit
                plan,
                program or arrangement (collectively referred to as the “Benefit Plans”)
                that, in the aggregate, provide substantially similar benefits to
                Executive (and/or Executive’s family and dependents) at a substantially
                similar total cost to Executive (e.g., premiums,
                deductibles, co-pays, out-of-pocket maximums, and required contributions)
                relative to the benefits and total costs under the Benefit Plans
                in which
                Executive (and/or Executive’s family or dependents) was participating at
                any time during the ninety-day period immediately preceding the Change
                of
                Control; 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (5)

            	
              
                any
                  purported termination by the Company of Executive’s employment that is not
                  properly effected pursuant to a written notice that specifies the
                  provision pursuant to which such notice is given and which complies
                  with
                  all other requirements of this Agreement, and, for purposes of
                  this
                  Agreement, no such purported termination will be effective;
                  or

              

            
	 	 	 


    

    
      	
               

            	
              (6)

            	
              any
                refusal by the Company to continue to allow Executive to attend to
                matters
                or engage in activities not directly related to the business of the
                Company which, at any time prior to the Change of Control, Executive
                was
                not expressly prohibited in writing by the Board from attending to
                or
                engaging in. 

            


    

    


    Termination
      for “Good Reason” shall not include Executive’s death or a termination for any
      reason other than one of the events specified in clauses (1) through (6)
      above.

    


    4.           
      Compensation and
      Benefits.  Subject to the limitations contained in this
      Agreement, upon a Change of Control Termination, Executive shall be entitled
      to
      all of the following compensation and benefits:

    


    
      	
               

            	
              (a)

            	
              Within
                ten (10) business days after a Change of Control Termination, the
                Company
                shall pay to Executive: 

            


    

    


    
      	
               

            	
              (1)

            	
              All
                salary and other compensation earned by Executive through the date
                of the
                Change of Control Termination at the rate in effect immediately prior
                to
                such Termination; 

            


    

    


    
      	
               

            	
              (2)

            	
              All
                other amounts to which Executive may be entitled to receive under
                any
                compensation plan maintained by the Company, subject to any distribution
                requirements contained therein, including but not limited to amounts
                payable under the Restated Special Executive Retirement Plan, or
                any
                successor plan; 

            


    

    


    
      	
               

            	
              (3)

            	
              A
                severance payment, payable in a lump sum in cash, equal to one (1) times the
                annual
                cash compensation paid to Executive by the Company (or any predecessor
                entity or related entity) and includible in Executive’s gross income for
                federal income tax purposes for the calendar year immediately prior
                to the
                Change of Control Termination.  For purposes of this paragraph,
                “annual cash compensation” shall mean Executive’s annual base
                salary.  Further, for purposes of this paragraph, “predecessor
                entity” and “related entity” shall have the meaning set forth in Section
                280G of the Internal Revenue Code of 1986, as amended, and the regulations
                issued thereunder. 

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Company shall provide Executive with continuation coverage (“COBRA
                coverage”) under the Company’s life, health, dental and other welfare
                plans as required by the Internal Revenue Code of 1986, as amended,
                the
                Employee Retirement Income Security Act of 1974, as amended, and
                applicable state law. 

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (c)

            	
              The
                Company shall provide Executive with outplacement services for twelve
                (12)
                months following the Change of Control Termination or, if earlier,
                until
                Executive has accepted employment with another employer.
                

            


    

    


    
      	
               

            	
              Notwithstanding
                the foregoing, if any of the payments described in this Section 4
                above
                are subject to the requirements of Code Section 409A and the Company
                determines that Executive is a “specified employee” as defined in Code
                Section 409A as of the date of the Change of Control Termination,
                such
                payments shall not be paid or commence earlier than the first day
                of the
                seventh month following the Change of Control Termination, but shall
                be
                paid or commence during the calendar year following the year in which
                the
                Change of Control Termination occurs and within 30 days of the earliest
                possible date permitted under Code Section 409A.  Further, in no
                event shall the benefits described in Section 4(c) extend beyond
                December
                31st
                of the second calendar year following the calendar year in which
                the
                Change of Control Termination occurs.


            


    

    


    5.           
      Limitation on Change of Control
      Payments.  Executive shall not be entitled to receive any
      Change of Control Payment, as defined below, which would constitute a “parachute
      payment” for purposes of Code Section 280G, or any successor provision, and the
      regulations thereunder.  In the event any Change of Control Payment
      payable to Executive would constitute a “parachute payment,” Executive shall
      have the right to designate those Change of Control Payments which would be
      reduced or eliminated so that Executive will not receive a “parachute
      payment.”  For purposes of this Section 5, a “Change of Control
      Payment” shall mean any payment, benefit or transfer of property in the nature
      of compensation paid to or for the benefit of Executive under any arrangement
      which is considered contingent on a Change of Control for purposes of Code
      Section 280G, including, without limitation, any and all of the Company’s
      salary, bonus, incentive, restricted stock, stock option, equity-based
      compensation or benefit plans, programs or other arrangements, and shall include
      benefits payable under this Agreement.

    


    6.           
      Withholding
      Taxes.  The Company shall be entitled to deduct from all
      payments or benefits provided for under this Agreement any federal, state or
      local income and employment-related taxes required by law to be withheld with
      respect to such payments or benefits.

    


    7.           
      Successors and
      Assigns.  This Agreement shall inure to the benefit of and
      shall be enforceable by Executive, his/her heirs and the personal representative
      of his/her estate, and shall be binding upon and inure to the benefit of the
      Company and its successors and assigns.  The Company will require the
      transferee of any sale of all or substantially all of the business and assets
      of
      the Company or the survivor of any merger, consolidation or other transaction
      expressly to agree to honor this Agreement in the same manner and to the same
      extent that the Company would be required to perform this Agreement if no such
      event had taken place.  Failure of the Company to obtain such
      agreement before the effective date of such event shall be a breach of this
      Agreement and shall entitle Executive to the benefits provided in Sections
      4 and
      5 as if Executive had terminated employment for Good Reason following a Change
      in Control.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    8.           
      Notices.  For
      the purpose of this Agreement, notices and all other communications provided
      for
      in the Agreement shall be in writing and shall be deemed to have been duly
      given
      when delivered or mailed by United States certified or registered mail, return
      receipt requested, postage prepaid, addressed to the respective addresses set
      forth on the first page of this Agreement or to such other address as either
      party may have furnished to the other in writing in accordance herewith, except
      that notice of change of address shall be effective only upon
      receipt.  All notices to the Company shall be directed to the
      attention of the Board of Directors of the Company.

    


    9.           
      Captions.  The
      headings or captions set forth in this Agreement are for convenience only and
      shall not affect the meaning or interpretation of this Agreement.

    


    10.           
      Governing
      Law.  The validity, interpretation, construction and
      performance of this Agreement shall be governed by the laws of the State of
      Minnesota.

    


    11.           
      Construction.  Wherever
      possible, each term and provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law.  If any term
      or provision of this Agreement is invalid or unenforceable under applicable
      law,
      (a) the remaining terms and provisions shall be unimpaired, and (b) the invalid
      or unenforceable term or provision shall be deemed replaced by a term or
      provision that is valid and enforceable and that comes closest to expressing
      the
      intention of the unenforceable term or provision.

    


    12.           
      Amendment;
      Waivers.  This Agreement may not be modified, amended, waived
      or discharged in any manner except by an instrument in writing signed by both
      parties hereto.  The waiver by either party of compliance with any
      provision of this Agreement by the other party shall not operate or be construed
      as a waiver of any other provision of this Agreement, or of any subsequent
      breach by such party of a provision of this
      Agreement.  Notwithstanding anything in this Agreement to the
      contrary, the Company expressly reserves the right to amend this Agreement
      without Executive’s consent to the extent necessary or desirable to comply with
      Code Section 409A, and the regulations, notices and other guidance of general
      applicability issued thereunder.

    


    13.           
      Entire
      Agreement.  This Agreement supersedes all prior or
      contemporaneous negotiations, commitments, agreements (written or oral) and
      writings between the Company and Executive with respect to the subject matter
      hereof, including but not limited to any negotiations, commitments, agreements
      or writings relating to any severance benefits payable to Executive, and
      constitutes the entire agreement and understanding between the parties
      hereto.  All such other negotiations, commitments, agreements and
      writings will have no further force or effect, and the parties to any such
      other
      negotiation, commitment, agreement or writing will have no further rights or
      obligations thereunder.

    


    14.           
      Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original but all of which together shall constitute one and the same
      instrument.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    15.           
      Arbitration.  Any
      dispute arising out of or relating to this Agreement or the alleged breach
      of
      it, or the making of this Agreement, including claims of fraud in the
      inducement, shall be discussed between the disputing parties in a good faith
      effort to arrive at a mutual settlement of any such controversy.  If,
      notwithstanding, such dispute cannot be resolved, such dispute shall be settled
      by binding arbitration.  Judgment upon the award rendered by the
      arbitrator may be entered in any court having jurisdiction
      thereof.  The arbitrator shall be a retired state or federal judge or
      an attorney who has practiced securities or business litigation for at least
      10
      years.  If the parties cannot agree on an arbitrator within 20 days,
      any party may request that the chief judge of the District Court for Hennepin
      County, Minnesota, select an arbitrator.  Arbitration will be
      conducted pursuant to the provisions of this Agreement, and the commercial
      arbitration rules of the American Arbitration Association, unless such rules
      are
      inconsistent with the provisions of this Agreement.  Limited civil
      discovery shall be permitted for the production of documents and taking of
      depositions.  Unresolved discovery disputes may be brought to the
      attention of the arbitrator who may dispose of such dispute.  The
      arbitrator shall have the authority to award any remedy or relief that a court
      of this state could order or grant; provided, however, that punitive or
      exemplary damages shall not be awarded.  Unless otherwise ordered by
      the arbitrator, the parties shall share equally in the payment of the fees
      and
      expenses of the arbitrator.  The arbitrator may award to the
      prevailing party, if any, as determined by the arbitrator, all of the prevailing
      party’s costs and fees, including the arbitrator’s fees, and expenses, and the
      prevailing party’s travel expenses, out-of-pocket expenses and reasonable
      attorneys’ fees.  Unless otherwise agreed by the parties, the place of
      any arbitration proceedings shall be Hennepin County, Minnesota.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the day and year first above written.

    

      


      
        	 	
                ANALYSTS
                  INTERNATIONAL CORPORATION

              
	 	 
	 	 
	 	
                By:  ______________________________________

              
	 	
                Its:   ______________________________________

              
	 	 
	 	 
	 	
                __________________________________________

              
	 	
                Executive

              


      

      


    

    


    


    


    


    



    
      
        
           

        

        
        

      

      
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