Unassociated Document


    
      EXHIBIT
10.1

    

     

    
      EMPLOYMENT AGREEMENT, dated as
of April 30, 2010, by and between JEFFERSON ELECTRIC, INC., a
Delaware corporation with offices at 9650 South Franklin Drive, Franklin, WI
53132 (the "Company"), and THOMAS KLINK, an individual
residing at 2323 Ridgewood Road, Grafton, WI 53024 (the
"Executive").

      


      W I T N E S S E T H:

      


      WHEREAS, the Company and
Pioneer Power Solutions, Inc., a Delaware corporation (the “Parent”), and JEI
Acquisition Corp., a Delaware corporation (“Merger Sub”), and Executive, as the
Company Stockholder, have entered into and consummated the transactions under
the Agreement and Plan of Merger, dated as of April 30, 2010 (the "Merger
Agreement"), pursuant to which Merger Sub has been merged with and into the
Company, with the Company as the surviving corporation (the “Merger”);
and

       

      WHEREAS, the Company engages
in the design, manufacture, sale, distribution of certain electrical
transformers and related products (the “Business”); and

       

      WHEREAS, prior to closing of
the Merger, Executive was the President of the Company, and the Company
considers the expertise of Executive to be valuable in the successful
continuation by the Company of the Business; and

       

      WHEREAS, prior to the closing
of the Merger, the Company was converted from a Wisconsin corporation to a
Delaware corporation; and

       

      WHEREAS, the parties desire to
provide for Executive’s employment by the Company in accordance with the terms
and provisions set forth below;

       

      NOW, THEREFORE, the parties
hereto agree as follows:

      


      1.           Employment;
Term.  The Company shall employ Executive, and Executive shall work
for the Company, for a term of three (3) years commencing on the date hereof
(April 30, 2010) and ending on April 30, 2013, unless terminated earlier in
accordance with Section 6 hereof (the "Employment Period").

      


      2.          
Duties. 
During the Employment Period, Executive shall serve as the Company's President,
and perform duties on behalf of the Company and/or its Affiliates (as
hereinafter defined) of an executive nature consistent with Executive’s position
as the President of the Company, including without limitation, those duties and
responsibilities set forth on Schedule A annexed hereto and
made a part hereof. In addition, during the Employment Period, Executive shall
utilize his best efforts to ensure that the Company shall comply with all of the
terms and provisions of the Bank Loan Amendment (as defined in the Merger
Agreement), including without limitation, the financial covenants set forth
therein.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Executive’s employment under this
Agreement shall in all respects be subject to the authority, direction and
control of, and Executive shall report exclusively to, the Chief Executive
Officer of
the Company.  Executive shall in all events comply with all lawful
policies and directives, and the by-laws, of the Company and/or Parent. In no
event shall Executive incur any monetary obligations on behalf of the Company
and/or its Affiliates in excess of $500,000.00 at any one time without the prior
written approval of the Chief Executive Officer of the Company; provided, however, that
Executive shall not cause the Company and/or its Affiliates to incur any amounts
in respect of any capital  expenditures and/or cause the Company
and/or its Affiliates to expend any proceeds of the Bank Loan Advance (as
defined in the Merger Agreement), without the prior written approval of the
Chief Executive Officer of the Company in each instance.

      


      Executive
hereby agrees to serve without additional compensation as an officer or Director
of any of the Company’s subsidiaries or Affiliates, as the same may exist from
time to time. The parties further acknowledge that the Company may at any time
assign Executive to any of its subsidiaries and/or Affiliates for such payroll
or other purposes.

      


      Pursuant
to the Merger Agreement, during the term of this Agreement and otherwise subject
to the terms thereof, Parent shall also cause Executive to be nominated as a
Director of Parent pursuant to Section 5.05 of the Merger
Agreement.  Provident Pioneer Partners, L.P., a stockholder of Parent,
and Executive have entered into a Voting Agreement, dated as of the date hereof,
relating to the voting for the election of Executive as a Director of
Parent.

      


      The
parties hereby acknowledge that, for a period of approximately six (6) months
prior to the date hereof, Executive has been a full-time employee of TDK
Holdings, Ltd., a Wisconsin corporation (“TDK”), and during this period, TDK
furnished the services of Executive to the Company.  Executive is the
sole stockholder of TDK.

      


      Executive
has accepted an offer of employment with the Company solely in respect of the
period following the closing of the Merger pursuant to the terms of this
Agreement.  Executive hereby acknowledge and agrees that the Company
shall not assume or be responsible in any manner for any liabilities and
obligations relating to the Executive as an employee of TDK prior to the date
hereof and/or at any other time whatsoever and/or relating to the termination of
Executive as an employee of TDK.  Executive hereby represents and
warrants to the Company that the Company has no obligation or liability to TDK
resulting from or arising from the Company and Executive entering into this
Agreement, and that there are no other agreements entered into by Executive with
TDK or any other party which conflicts with, or otherwise restricts, the
employment arrangements set forth in this Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Employee
shall perform his duties under this Agreement at the Company’s principal office
or other locations as may be required by the Company and/or its
Affiliates.  The parties hereby acknowledge that Employee’s duties
hereunder may require extensive travel and performance of such duties at remote
locations.  Notwithstanding the foregoing, Executive shall not be
required to relocate his principal residence for a geographic radius in excess
of fifty (50) miles from Executive’s current principal residence in connection
with the performance of his duties under this Agreement.  In the
event, however, that the Company shall require Executive to relocate
his  principal residence beyond such geographic radius (i.e., more
than 50 miles from the current principal residence), then such required
relocation shall be deemed to constitute a termination without cause by the
Company hereunder.  Notwithstanding the foregoing, Executive may elect
to accept any such relocation of his principal residence beyond such 50 mile
radius, whereupon the Company shall pay or reimburse Executive for all
reasonable costs in connection with such relocation.

      


      3.           Devotion of Time.
During the Employment Period, Executive shall: (a) expend substantially all of
his working time for the Company on a full-time basis; (b) devote his best
efforts, energy and skill to the services of the Company and the promotion of
its interests; and (c) not take part in any activities detrimental to the best
interests of the Company.

      


      4.           Compensation.

      


      4.1           In
consideration for the services to be performed by Executive during the
Employment Period hereunder, the Company shall pay to Executive a base salary at
the rate of $312,000.00 per annum, payable in accordance with the Company's
customary payroll practices for executive employees.

      


      4.2           Executive
shall be entitled to paid vacation of four (4) weeks per calendar year during
the Employment Period.

      


      4.3           Executive
shall be entitled to participate in family medical insurance coverage as
furnished by the Company at levels substantially similar to those presently
provided to Executive as set forth on Schedule
B annexed hereto, subject to applicable eligibility
requirements.

      


      4.4           Executive
shall be entitled to participate in the additional employee benefits and/or
fringe benefits annexed hereto as Schedule
C (the “Additional Benefits”), but only if and to the extent such
Additional Benefits are then generally made available by the Company to all of
its employees, and subject to applicable eligibility
requirements.  Executive hereby acknowledges that the Company has no
obligation to make such Additional Benefits available to any of its employees,
including Executive. 

      


      4.5           The
Company shall pay directly, or reimburse Executive for, all reasonable and
necessary out-of-pocket expenses and disbursements actually incurred by him in
connection with the performance of his duties under this Agreement. For such
purposes, Executive shall submit to the Company itemized reports of such
expenses in accordance with the Company's policies in effect from time to
time.

      


      4.6           Executive
shall not be entitled to participate in and/or otherwise receive any employee
benefits and/or fringe benefits of the Company and/or its Affiliates of any kind
or nature whatsoever, except as otherwise expressly provided in this Section
4.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      5.           Non-Competition
Provisions and Confidentiality Agreement.  The parties hereby
acknowledge that Section 5.07 of the Merger Agreement sets forth certain
non-competition provisions involving Executive in respect of the business of the
Company and/or its Affiliates (the “Non-Competition Provisions”).  The
parties further acknowledge that the Company and Executive have entered into the
Confidentiality and Non-Competition Agreement, dated as of the date hereof (the
“Confidentiality Agreement”), relating to the confidential treatment of the
“confidential information” (as defined therein) and other matters as set forth
therein. The terms and provisions of the Confidentiality Agreement are hereby
incorporated by reference as fully as if set forth herein in their
entirety.

      


      6.           Earlier
Termination.

      


      6.1           Executive’s
employment with the Company and the Employment Period hereunder shall terminate
upon the occurrence of any of the following events:

      


      (a)           automatically
on the date of  Executive’s death;

      


      (b)           upon
thirty (30) days’ prior written notice by the Company, in the event of the
Executive's disability as set forth in Section 6.2 below;

      


      (c)           upon
sixty (60) days’ prior written notice by the Company, in the event that the
Company terminates Executive's employment hereunder for Cause as set forth in
Section 6.3 below; or

      


      (d)           upon
thirty (30) days’ prior written notice by the Company, in the event that the
Company terminates Executive’s employment hereunder without cause (other than
due to death or disability).

      


      6.2           Executive
shall be deemed disabled hereunder if he shall become unable to perform his
material duties for the Company hereunder due to injury, illness, disease or
bodily or mental infirmity, and such incapacity shall continue for any period of
180 days in the aggregate during any period of twelve (12) consecutive
months.

      


      6.3           For
purposes hereof, "Cause" shall mean and include the following:

      


      (a)           Executive’s
failure to observe or perform in any material respect any of the terms or
provisions of this Agreement;

      


      (b)           Executive’s
failure in any material respect to comply with the instructions or directives of
the Chief Executive Officer of the Company;

       

      (c)           Executive’s
failure to observe or perform in any material respect any of the terms or
provisions of the Merger Agreement, Non-Competition Agreement and/or any other
contract, agreement or understanding between Executive and the Company and/or
its Affiliates;

      


      (d)           Executive’s
fraud, embezzlement, defalcation, willful and material misrepresentation or
willful misconduct relating to or affecting the Company and/or its Affiliates;
provided, however, that no action shall constitute willful misconduct if taken
or not taken, as the case may be, by Executive in good faith as not being
adverse to the best interests of the Company;

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (e)           Executive’s
chronic absenteeism, alcoholic, drug related or other self induced affliction
interfering in any material respect with the performance of his duties
hereunder; or

       

      (f)           Executive’s
conviction of, or pleading nolo contendere or guilty to, a felony (other than a
traffic infraction) or any crime involving moral turpitude.  For
purposes of this Section 6.3, the “Company” shall include all direct or indirect
subsidiaries and/or Affiliates of the Company.

      


      With
respect to the termination events set forth in Sections 6.3(a), (b), (c) and (d)
above, respectively, Executive shall be given the opportunity, within thirty
(30) days following receipt of such notice, to have a meeting with the Board of
Directors of the Company and an opportunity to be heard in respect of the
actions set forth in such notice.

      


      6.4          (a)           Upon
any termination of this Agreement under this Section 6, Executive shall be
entitled to receive only the base salary (as set forth in Section 4.1 hereof)
accrued but unpaid through the effective date of termination.

      


      (b)           Notwithstanding
the foregoing, in the event that the Company shall terminate this Agreement
without cause as set forth in Section 6.1(d) hereof, then and only upon the
occurrence of such termination event, Executive shall be entitled to receive as
severance pay an amount equal to the base salary as set forth herein for the
balance of the Employment Period following the effective date of termination,
payable in accordance with the Company’s customary payroll practices for
executive employees.  Any such severance payments payable to Executive
upon termination without cause shall be subject to, and conditioned upon,
receipt by the Company of a release from Executive in form reasonably acceptable
to counsel to the Company.

      


      7.           Conflicts of
Interest.

      


      7.1           Executive
agrees to promptly make full disclosure to the Chief Executive Officer of the
Company of any actual, potential or perceived Conflict of Interest which may
arise at any time during the Employment Period. For purposes of this Agreement,
“Conflict of Interest” shall mean those circumstances that create a conflict
with Executive’s duties (consistent with fiduciary duties of standard of care
and loyalty) to provide employment services hereunder that are solely in the
best interests of the Company and/or its Affiliates, including but not limited
to, situations where the Executive or any personal or business relationship of
Executive has a financial or other interest that is likely to reduce the
objectivity of the Executive’s evaluation or advice which respect to such
services hereunder.

      


      7.2           Executive
hereby represents and warrants to the Company that, as of the date hereof, he is
not subject to any duties or restrictions under any prior agreement with any
previous employer or other person or entity and that there are no rights or
obligations which may conflict in any material respect with the interests of the
Company and/or with the performance of Executive’s duties and obligations under
this Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      7.3           The
parties hereby acknowledge that Executive will engage in certain personal
business activities and/or ventures set forth on Schedule D annexed
hereto.  Notwithstanding anything to the contrary contained in this
Agreement, no such personal business ventures engaged in by Executive as set
forth in such Schedule D
shall conflict with the full time devotion of time requirement as set
forth in Section 3 hereof or otherwise conflict in any manner with the best
interests of the Company.

      


      8.           Company
Property.

      


      8.1           All
records, files, memoranda, designs, data, reports, drawings, computer programs,
software and other documents, equipment (including any computer, laptop, cell
phone, Blackberry or other similar devices) and similar items relating to the
business of the Company and/or its subsidiaries and Affiliates which Executive
shall at any time prepare or receive from the Company and/or its subsidiaries
and Affiliates (and all copies or reproductions of any such documents and/or
other material then in Executive’s possession or control shall in all events and
at all times be and remain the sole and exclusive property of the Company)
(collectively, the “Company Property”). Executive also represents that he will
not at any time, except in the ordinary course of business, copy or cause to be
copied, print out or cause to be printed out, or disclose or publish, any
software, documents or other material originating with, owned by or belonging to
the Company.   Notwithstanding the foregoing, Executive’s
Blackberry and phone number shall constitute personal assets which are billed to
Executive and then reimbursed by the Company.  Upon any termination of
this Agreement, such phone number shall thereafter remain as a personal asset of
Executive.

      


      8.2           Upon
termination of this Agreement for any reason whatsoever, Executive shall
promptly return to the Company all of the Company Property (including any copies
or reproductions thereof) in his possession or control.  Executive
further represents that, upon any such termination of this Agreement, he will
not retain in his possession or control any such Company Property or any copies
or reproductions thereof.

      


      9.           Injunctive
Relief.  Executive hereby acknowledges and agrees that, in the event
he shall violate any provision of Sections 5 and 7 hereof, the Company shall be
without an adequate remedy at law and, accordingly, shall be entitled to enforce
such restriction by temporary or permanent injunctive or mandatory relief
obtained in any action or proceeding instituted in any court of competent
jurisdiction without the necessity of proving damages and without prejudice to
any other remedies which the Company may have at law or in equity.

      


      10.         No Assignment. 
This Agreement, as it relates to the employment of Executive, is a personal
contract and the right, title and interest of Executive hereunder shall not be
sold, transferred, assigned, pledged or hypothecated in any manner
whatsoever.

      


      11.         Right to
Payments.  Executive shall not in any event have any option or
right to require payments hereunder except as expressly provided in this
Agreement. All rights and benefits of Executive shall be for the sole personal
benefit of Executive, and no other person shall acquire any right, title or
interest hereunder by reason of any sale, assignment, transfer, claim or
judgment or bankruptcy proceedings against Executive.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      12.         Notices.  Any
notice or other communication required or which may be given hereunder shall be
in writing and shall be deemed given: (i) upon receipt, if delivered personally,
or if sent via facsimile transmission or e-mail (subject to confirmation of
transmission thereof) or via nationally recognized overnight courier; or (ii)
five (5) days after the date of mailing, if mailed by certified mail, return
receipt requested, in each case, to the following addresses of the
parties:

      


      If to
Executive, to:

      


      Thomas
Klink

      2323
Ridgewood Road

      Grafton,
WI 53024

      


      with a
copy to:

      


      Dean
Delforge, Esq.

      15850
West Bluemound Road

      Suite
200

      Brookfield,
WI 53005

      


      If to the
Company, to:

      


      Jefferson Electric, Inc.

      9650 South Franklin Drive

      Franklin,
WI 53132

      Attention:
Nathan J. Mazurek, CEO

      


      with a
copy to:

      


      Shiboleth
LLP

      One Penn
Plaza, Suite 2527

      New York,
NY  10019

      Attention:  Joshua
Glikman, Esq.

      


      The
parties may change the persons and addresses to which the notices or other
communications are to be sent by giving written notice of any such change as set
forth herein; provided, however, that any
such notice of change of address shall be effective only upon receipt
thereof.

      


      13.          
Governing
Law; Jurisdiction.  This Agreement shall in
all respects be governed by, and construed in accordance with, the applicable
laws of the State of Delaware, U.S.A., without giving effect to principles of
conflicts of law.  Each party hereto irrevocably and unconditionally
consents to submit the exclusive jurisdiction of the United States District
Court for the Southern District of New York, or if jurisdiction in such court is
lacking, any court of the State of New York of competent jurisdiction sitting in
New York City, in connection with any action, suit or proceeding arising
out of or relating to this Agreement and the transactions contemplated
hereby, and agrees that service of process may
be made in any manner acceptable for use in such New York courts. Each party hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement and/or the transactions contemplated
hereby, in the above New York courts, and hereby further irrevocably and
unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient
forum.  The
parties hereby expressly waive the right to any jury trial in any action or
proceeding involving this Agreement.

       

      
        
          
          

        

        
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      14.           Tax
Withholding.  The Company may withhold from any benefits
payable under this Agreement all Federal, state, city or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

      


      15.           Indemnification.  The
Company hereby agrees to indemnify Executive and hold him harmless to the
fullest extent permitted by law, subject to the bylaws of the Company then in
effect, against and in respect to all actions, suits, proceedings, claims,
demands, judgments, costs, expenses (including reasonable attorney's fees),
losses and damages resulting from Executive's good faith performance of his
duties and obligations with the Company.

      


      16.           Waiver. The waiver by
either party of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach. If any provision of this
Agreement shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall attach only to such provision and not in any way affect
or render invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if such invalid or unenforceable
provision were not embodied therein.

      


      17.           Entire Agreement.
This Agreement constitutes the entire agreement between the parties and there
are no representations, warranties or commitments except as set forth herein.
This Agreement merges and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussion, whether written or oral, of the
parties hereto relating to the transactions contemplated by this Agreement. This
Agreement may be amended only by a writing executed by the parties
hereto.

      


      18.           Construction. 
The parties hereto are sophisticated and have been represented by attorneys
throughout the transactions contemplated by this Agreement, and the provisions
hereof have been carefully negotiated. Accordingly, this Agreement shall be
construed without regard to any presumption or rule requiring construction of an
agreement against the party causing it to be drafted.

       

      19.           Affiliates.  For
purposes hereof, an “Affiliate” means, with respect to any person or entity, any
other person or entity that directly or indirectly controls, is controlled by or
is under common control with, such first person or entity.

      


      [Balance
of page is intentionally left blank. Please continue to signature
page.]

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the day and year first above
written.

       

      
        
          	 	
                  THE
COMPANY:

                   

                  JEFFERSON
      ELECTRIC, INC.

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By: 

                	/s/ Nathan
      J. Mazurek	 
	 	 	
                  Nathan
      J. Mazurek, Chief Executive Officer

                	 
	 	 	 	 
	 	 	 	 
	 	
                  EXECUTIVE:

                	 
	 	 	 	 
	 	 	 	 
	 	/s/ Thomas
      Klink	 
	 	Thomas
      Klink	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
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      SCHEDULE
A

      


      EXECUTIVE
DUTIES

      


      


      
        	
                a)

              	
                As
      a general matter, to oversee the day-to-day activities of the
      Company.

              


      

      


      
        	
                b)

              	
                Supervision
      of the office and administrative personnel of the
  Company.

              


      

      


      
        	
                c)

              	
                Supervision
      of the strategic planning and business operations of the
      Company.

              


      

      


      
        	
                d)

              	
                Supervision
      of financial reporting and marketing, sales, advertising and other
      promotional activities.

              


      

      


      
        	
                e)

              	
                Supervision
      of all relationship with customers, vendors, governmental authorities and
      other parties.

              


      

      


      
        	
                f)

              	
                Communication
      with representatives of Johnson Bank and supervision of all matters
      relating to the loan arrangements between the Company and the
      Bank.

              


      

      


      
        	
                g)

              	
                Preparation
      and review of all reporting requirements regarding the Company’s business
      operations to the Board of Directors and/or Chief Executive Officer of the
      Company and/or any other third
parties.

              


      

      


      
        	
                h)

              	
                To
      review the Company's objectives on a regular basis and allocate personal
      and staff resources in order to insure that such goals are accomplished in
      a timely and efficient manner.

              


      

      


      
        	
                i)

              	
                Creation
      of a culture based on the Company's mission and
  values.

              


      

      


      
        	
                j)

              	
                To
      manage a work environment that is healthy, productive and growth
      orientated, enabling each individual to achieve his or her maximum
      potential.

              


      

      


      
        	
                k)

              	
                To
      perform such other duties as shall from time to time be designated by the
      Chief Executive Officer of the
Company.

              


      

      


      All
of the foregoing shall be subject to the direction and control of the Chief
Executive Officer of the Company.

       

      
        
          
          

        

        
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      SCHEDULE
B

      


      MEDICAL
INSURANCE

      


      Medical
Insurance Company is United Health Care

       

       

      
        
          	
                  Deductible

                	 
      
	
                  One
      Person

                	
                  $3,500

                
	
                  More
      than One Person

                	
                  $7,000

                
	 
      	 
      
	
                  Co-insurance

                	
                  100%

                
	 
      	 
      
	
                  Prescription
      CO-pay

                	 
      
	
                  Generic

                	
                  $10

                
	
                  Preferred
      Name Brand

                	
                  $35

                
	
                  Non-preferred
      Name Brand

                	
                  $60

                
	 
      	 
      
	
                  Wellness
      – preventative Card

                	
                  100%

                


        

         

      

      Combine
in network out of pocket maximum with prescription medicines – one person at
$5,500; two or more people at $11,000

       

      
        
          
          

        

        
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      SCHEDULE
C

      


      ADDITIONAL
BENEFITS

      


      


      


      Holidays

      The
Executive will be paid for the following ten (10) holidays:

      New
Year's

      Good
Friday

      Memorial
Day

      Independence
Day

      Labor
Day

      Thanksgiving
Day

      Day after
Thanksgiving

      Christmas
Eve

      Christmas

      New
Year's Eve

      


      A
calendar will be issued annually to indicate the specific days on which these
holidays will be observed.

      


      Short-Term
Disability

      The
Executive will receive a weekly benefit of 60 per cent of their base pay for up
to 13 weeks in the event of a non-industrial injury or illness.  The
Company pays the cost of this benefit for you and may choose to insure this
benefit with a third party.

      


      Long-Term
Disability

      In an
instance of a long term disability, the Executive will receive long-term
disability benefit at a level of 60% of your monthly base pay, up to a monthly
benefit of $6,000.  Monthly benefits begin after 90 days of continuous
disability, provided you provide ongoing proof of disability from a
physician.  These benefits are offset by any Social Security, Worker's
Compensation or disability retirement benefits.  The Company pays the
cost of this benefit for you. And may choose to insure this benefit with a third
party.

      


      Insurance
Premium Account

      The
Executive may participate in a program to pay medical, dental and vision
insurance premiums on a pre-tax basis.

       

      
        401(k)
Plan Savings Account

        The
Executive is allowed to participate in the Jefferson Electric, Inc Retirement
Savings Plan.  The Executive may contribute from 1% to 100% of their
salary, up to the annual IRS Dollar Limit.   The Company will match
the Executive’s contribution at the rate of $1.00 of Company match per $1.00 of
Executives contribution, up to a 3% contribution of Executives’ compensation and
$.50 of Company match per $1.00 from 3% to 5% of Executives compensation that
the Executive contributes to the plan.  The Executive has the option to
choose if his contributions are pre-tax or after-tax.  Pre-tax
contributions are deducted from associate’s salary before Federal and State
taxes are withheld.  After tax contributions are a Roth
401(k).  The Company match will apply to either pre-tax or after-tax
contributions.  The Executive will be eligible to change the level of
his contribution, or the type of contribution, as of the following dates each
calendar year:  January 1, April 1, July 1 or October 1.  The
Executive may discontinue contributions before any pay period, provided that the
Executive may not begin to contribute again until one of the dates listed
above.

         

      

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      These
additional benefits shall be made available to Executive only if and to the
extent that such additional benefits are then generally made available by the
Company to all of its employees, and subject to applicable eligibility
requirements.  The Company has no obligation to make any such
Additional Benefits available to Executive and/or any employees.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
D

      


      PERSONAL
BUSINESS VENTURES

      


      


      


      Minority
partner in multiple LLC’s used to purchase, manage, sell and retrofit
residential properties in the state of Wisconsin.  Properties are then
rented and sold.  Activities limited to review of properties and some
accounting work.

      


      Minimal
amount of tax preparation and accounting work for friends and family resulting
in revenues that exceed minimum reporting rules of the Internal Revenue Service,
but less than $5,000 of gross income in total.

      


      Treasurer
of Boy Scout Troop 875 in Port Washington, WI.

       

       

      
        14