Exhibit 10.10


2005 “C” Level Compensation Plan


Objectives
The plan will measure the company’s operating profit.  Each quarter, the operating income will be determined using the company’s GAAP reported operating, it will be adjusted for any one time items and will reflect the pro forma operating income as reported to investors and analysts.  The individual will be eligible to receive a bonus based on a percentage of the pro form operating income.


Examples of one time items might be lease restructuring costs, one time or extraordinary non-cash or cash expenses, costs of exiting businesses.  


Bonus Structure

	
  
•
  	
  
The   following bonus table will be used in calculating the bonus payment:
  






	
  Operating   Margin
  	
   
 	
  
Bligh
  	
   
 	
  
Sutton
  	
   
 	
  
Heyes
  	
   
 
	
  



  	
   
 	
  



  	
  



  	
   
 	
  



  	
  



  	
   
 	
  



  	
  



  	
   
 
	
  
0 to 5%
  	
  
 
  	
  
 
  	
  
4.0
  	
  
%
  	
  
 
  	
  
4.0
  	
  
%
  	
  
 
  	
  
3.0
  	
  
%
  
	
  5 to 10%
  	
  
 
  	
  
 
  	
  
5.0
  	
  
%
  	
  
 
  	
  
5.0
  	
  
%
  	
  
 
  	
  
4.0
  	
  
%
  
	
  
10 to 15%
  	
  
 
  	
  
 
  	
  
6.0
  	
  
%
  	
  
 
  	
  
6.0
  	
  
%
  	
  
 
  	
  
5.0
  	
  
%
  
	
  >15%
  	
  
 
  	
  
 
  	
  
7.0
  	
  
%
  	
  
 
  	
  
7.0
  	
  
%
  	
  
 
  	
  
6.0
  	
  
%
  






	
  
•
  	
  
The pro   forma operating margin will determine the “clip” level percentage to   calculate the bonus payment
  
	
  
•
  	
  
The bonus   will be calculated for the year but will be assessed in two six month   periods.  i.e. the operating margin   for the first half of year will determine the final payment for that half of   the year and the second half of the year will be assessed from the operating   margin in that period
  
	
  •
  	
  
Any bonus   paid will be paid one month after each quarter-end
  
	
  
•
  	
  
The bonus   payment for the first quarter of a six month period will be calculated as one   half of the estimated amount for that six month period based on an assessment   of first quarter actual results and current forecast and plan for the second   quarter.
  
	
  
•
  	
  
The bonus   payment for the second quarter of a six month period will be calculated based   on actual results for the six month period – any payment made in the first   quarter will be subtracted from the result to give the second quarter payment
  
	
  
•
  	
  
If in the   first half of the year the first quarter payment is more than the total   calculated bonus amount for that six month period any difference will offset   against the payments in the second half of the year
  
	
  
•
  	
  
If the first   quarter payment in the second half of the year is more than the total   calculated bonus amount for that six month period any difference will need to   be repaid by the end of January 2006
  
	
   
 	
  
 
  
	
  
Stock
  	
  
 
  
	
  •
  	
  
25% of the   actual Bonus will be paid as stock
  
	
  
•
  	
  
Individual   can elect for up to another 25% of their bonus to be paid in stock
  












	
  
•
  	
  
Stock will   be granted one month after quarter-end and the number of shares will be   calculated using the prevailing market price on the last business day of that   month
  




Summary Guidelines

	
  
•
  	
  
Finance will   calculate and communicate the pro forma operating margin and income after   each quarter is closed.  Forecasts   that may be provided within the quarter are “unofficial” estimates.
  
	
  
•
  	
  
One time   items may need to be approved by the compensation or audit committee.
  
	
  •
  	
  Individual   must be an employee on the payment date to be paid.
  
	
  •
  	
  This plan is   in effect for 2005 only.  All features   of this plan could change in 2006, as corporate goals, corporate financial   resources and requirements, and the external selling environment change.  Plan changes could be favorable, neutral,   or unfavorable.  Plan elements could be   removed or added for 2006.