Exhibit
10.1


 


A.            Performance Criteria for Incentive Plan Awards for
Year 2006 Pursuant to the 2003 Executive Incentive Plan


 


1.             Awardees:


 


a.                                       Henry J. Herrmann


b.                                      Michael L.
Avery


c.                                       Thomas W. Butch


d.                                      Daniel P.
Connealy


e.                                       Daniel C.
Schulte


f.                                         Michael D. Strohm


g.                                      John E.
Sundeen, Jr.


 


2.             Performance Goal:


 


a.                                       The aggregate
Incentive Plan Award to the Awardees shall equal four percent of the Adjusted
2006 Operating Income (defined below). 
The aggregate Incentive Plan Award shall be allocated among the Awardees
as follows:


 




	
  Awardee

  	
   

  	
  Portion of Aggregate

  Incentive Plan Award

  	
   

  
	
  Henry J. Herrmann

  	
   

  	
  30

  	
  %

  
	
  Michael L. Avery

  	
   

  	
  15

  	
  %

  
	
  Thomas W. Butch

  	
   

  	
  15

  	
  %

  
	
  Daniel P. Connealy

  	
   

  	
  10

  	
  %

  
	
  Daniel C. Schulte

  	
   

  	
  10

  	
  %

  
	
  Michael D. Strohm

  	
   

  	
  10

  	
  %

  
	
  John E. Sundeen, Jr.

  	
   

  	
  10

  	
  %

  






 


Notwithstanding the
foregoing, the Compensation Committee may, in its sole discretion, elect to
award each Awardee less of the Incentive Plan Award for the 2006 Year than is
set forth above, provided that any such decrease in the Incentive Plan Award
for any one Awardee shall not increase the award for any other Awardee.


 


b.                                      The term “Adjusted
2006 Operating Income” means the operating income of the Company for its
fiscal year ending December 31, 2006 (the “2006 Year”), determined
pursuant to generally accepted accounting principles, adjusted as follows:  (i) such amount shall be increased by the
Company’s interest expense for the 2006 Year; (ii) such amount shall be
increased by the Company’s federal, state and local income taxes for the 2006
Year; (iii) such amount shall be increased by bonuses paid under Company
executive compensation and deferred compensation plans for the 2006 Year; (iv)
such amount shall be increased by losses from publicly-disclosed transactions
entered into during the 2006 Year that the


 

















 


Compensation Committee
considers to be extraordinary or non-recurring; (v) such amount shall be
decreased by gains from publicly-disclosed transactions entered into during the
2006 Year that the Compensation Committee considers to be extraordinary or non-recurring;
(vi) such amount shall be increased by any net losses during the 2006 Year from
entities, trades or businesses and lines of businesses acquired from unrelated
parties (“2006 Acquisitions”); and (vii) such amount shall be decreased
by any net profits during the 2006 Year from entities, trades or businesses and
lines of businesses acquired pursuant to 2006 Acquisitions.


 


B.                                    Performance Criteria for Restricted Stock Awards for
Year 2006 Pursuant to the 1998 Stock Incentive Plan


 


1.             Awardees:


 


a.                                       Henry J. Herrmann


b.                                      Michael L.
Avery


c.                                       Thomas W. Butch


d.                                      Daniel P.
Connealy


e.                                       Daniel C.
Schulte


f.                                         Michael D.
Strohm


g.                                      John E.
Sundeen, Jr.


 


2.             Performance Goal:


 


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


 




	
  Awardee

  	
   

  	
  Portion of Aggregate

  Incentive Plan Award

  	
   

  
	
  Henry J. Herrmann

  	
   

  	
  30

  	
  %

  
	
  Michael L. Avery

  	
   

  	
  15

  	
  %

  
	
  Thomas W. Butch

  	
   

  	
  15

  	
  %

  
	
  Daniel P. Connealy

  	
   

  	
  10

  	
  %

  
	
  Daniel C. Schulte

  	
   

  	
  10

  	
  %

  
	
  Michael. D. Strohm

  	
   

  	
  10

  	
  %

  
	
  John E. Sundeen, Jr.

  	
   

  	
  10

  	
  %

  






 


Notwithstanding the
foregoing, the Compensation Committee may, in its sole discretion, elect to
award each Awardee less of a Restricted Stock Plan Award for the 2006 Year than
is set forth above, provided that any such decrease in the Restricted Stock
Plan Award for any one Awardee


 

















 


shall not increase the award
for any other Awardee.  These awards, if
any, are to be granted in December 2006.


 


b.                                      The term “Threshold
Condition” means that the quotient of (i) Adjusted 2006 Operating Income
(defined in Section A), divided by (ii) Adjusted 2006 Equity (defined below),
equals or exceeds 0.40.


 


c.                                       The term “Adjusted
2006 Equity” means the quotient of (i) the sum of Beginning 2006 Equity
(defined below) plus Adjusted Ending 2006 Equity (defined below), divided by
(ii) 2.0.


 


d.                                      The term “Beginning
2006 Equity” means the shareholders equity of the Company as of January 1,
2006, determined pursuant to generally accepted accounting principles.


 


e.                                       The term “Adjusted
Ending 2006 Equity” means the shareholders equity of the Company as of
December 31, 2006, determined pursuant to generally accepted accounting
principles, adjusted as follows:  (i)
such amount shall be increased by bonuses paid under Company executive
compensation and deferred compensation plans for the 2006 Year; (ii) such
amount shall be increased by losses from publicly-disclosed transactions
entered into during the 2006 Year that the Compensation Committee considers
extraordinary or non-recurring; (iii) such amount shall be decreased by gains
from publicly-disclosed transactions entered into during the 2006 Year that the
Compensation Committee considers to be extraordinary or non-recurring; (iv)
such amount shall be increased by any net losses during the 2006 Year from
entities, trades or businesses and lines of businesses acquired pursuant to
2006 Acquisitions; and (v) such amount shall be decreased by any net profits
during the 2006 Year from entities, trades or businesses and lines of
businesses acquired pursuant to 2006 Acquisitions.