EXHIBIT 10.1


 


 





SUMMARY OF FISCAL 2017
EXECUTIVE SHORT TERM INCENTIVE PLAN


AND FISCAL 2017 EXECUTIVE
LONG TERM INCENTIVE PLAN






Fiscal 2017 Executive Short Term Incentive Plan


 


Under the Fiscal 2017 Executive Short Term Incentive
Plan (the “Executive Short Term Incentive Plan”), the Company’s officers, including the named executive officers,
other than W. Richard Marz, can earn annual incentive cash compensation based upon the Company’s achievement of specified
results with respect to corporate revenue and operating income targets for fiscal 2017.


 


The targets and weightings relevant to the cash
incentive determination for fiscal 2017 under the Executive Short Term Incentive Plan will be as follows:


 


	Fiscal 2017 Financial Targets	 	Weighting
	Company Revenue	 	50%
	Company Operating Income Before Incentive Compensation	 	50%



 


The Company’s Operating Income Before
Incentive Compensation must be at least 75% of the target level under the Company’s Fiscal 2017 Operating Budget for any
annual incentive cash compensation payout to be made under the Executive Short Term Incentive Plan.


 


The financial targets include progressive threshold
(90% of target for Company Revenue and 75% of target for Company Operating Income), target and maximum (110% of target for Company
Revenue and 125% of target for Company Operating Income) level incentive performance objectives. If the threshold, target or maximum
financial performance objectives are met, participants will receive a cash incentive payment under the Executive Short Term Incentive
Plan, with the specific amount that such participant receives dependent on Company financial performance, their base salary and
their predetermined participation level (60% for our President and Chief Executive Officer and 40% for the other officers) stated
as a percentage of base salary.


 


An annual incentive cash compensation payout
can be made under the Executive Short Term Incentive Plan if Company Revenue equals or exceeds 90% of the target performance standard
or if Company Operating Income equals or exceeds 75% of the target performance standard.


 


Under the Executive Short Term Incentive Plan,
the possible outcomes of the percentage of base salary that could be received by the Company’s President and Chief Executive
Officer is 0% of base salary for performance below the threshold performance standards, and an amount between 22.5% and 90% of
base salary for performance at or above the threshold performance standards, with 60% payable if both of the target financial performance
objectives are met. Under the Executive Short Term Incentive Plan, the possible outcomes of the percentage of base salary that
could be received by other officers of the Company is 0% of base salary for performance below the threshold performance standards,
and an amount between 15% to 60% of base salary for performance at or above the threshold performance standards, with 40% payable
if both of the target financial performance objectives are met.


 



     

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After completion of fiscal 2017, the Management
Development, Compensation and Stock Option Committee (the “Committee”) will determine the extent to which the specified
goals relating to the financial performance targets and the actual cash amounts to be paid under the Executive Short Term Incentive
Plan. Participants must be assessed by the Management Development Committee at the time of the payout to have performed competently
in order to be eligible for a payout.


 


The Committee reserves the right, in its sole
and absolute discretion, to change the eligibility for participation under the Executive Short Term Incentive Plan, to revise,
eliminate or otherwise modify any performance targets, to modify any participant’s target cash incentive, or otherwise to
increase, decrease or eliminate any incentive payouts to any participant under the Executive Short Term Incentive Plan, regardless
of the level of performance targets that have been achieved, including to provide for no cash incentive payout to a participant
even though one or more performance targets have been achieved.


 


Participants under the Executive Short Term
Incentive Plan must be employed on or before December 31, 2016 in order to be eligible. Those hired between July 1, 2016 and December
31, 2016 will receive a pro-rata portion of their individual participation level. Participants must be employed by the Company
at the date of the payment in fiscal 2018, except to the extent otherwise provided by separate agreement.


 


Fiscal 2017 Executive Long Term Incentive Plan


 


Under the Fiscal 2017 Executive Long Term Incentive
Plan (the “Executive Long Term Incentive Plan”), the Company’s officers, including the named executive officers,
other than W. Richard Marz, can earn annual incentive restricted stock awards under the 2004 Stock Incentive Plan based upon the
Company’s performance against pre-established Company financial targets. The equity awards will be in the form of restricted
stock awards. The number of shares of restricted stock awarded under the Executive Long Term Incentive Plan for fiscal 2017 performance
will be based on the Company’s achievement of specified results with respect to corporate revenue and operating income targets
for fiscal 2017.


 


The financial targets and weightings relevant
to the equity incentive award determination for fiscal 2017 for each of the executive officers will be as follows:


 


	Fiscal 2017 Financial Targets	 	Weighting
	Company Revenue	 	50%
	Company Operating Income Before Incentive Compensation	 	50%






 


The Company’s Operating Income Before
Incentive Compensation must be at least 75% of the target level under the Company’s Fiscal 2017 Operating Budget for any
annual incentive cash compensation payout to be made under the Executive Long Term Incentive Plan.


 


The financial targets include progressive threshold
(90% of target for Company Revenue and 75% of target for Company Operating Income), target and maximum (110% of target for Company
Revenue and 125% of target for Company Operating Income) level incentive performance objectives. If the threshold, target or maximum
financial performance objectives are met, participants will receive an equity incentive award under the Executive Long Term Incentive
Plan. The specific number of shares of restricted stock that such participant receives will be determined by dividing an award
amount denominated in dollars by the closing price of the Company’s Common Stock on the NASDAQ Stock Market’s Global
Market on the date the restricted stock is awarded. The amount of the award is dependent on Company financial performance, the
participant’s base salary and their predetermined participation level (30% for our President and Chief Executive Officer
and 20% for the other officers) stated as a percentage of base salary.


 



     

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An annual incentive equity compensation
payout can be made under the Executive Long Term Incentive Plan if the Company Revenue target equals or exceeds 90% of the target
performance standard or if the Company Operating Income Target equals or exceeds 75% of the target performance standard.


 


Under the Executive Long Term Incentive Plan,
the grant date value of equity awards that could be received by the Company’s President and Chief Executive Officer will
be 0% of base salary for performance below the threshold performance standards, and an amount between 11.25% and 45% of base salary
for performance at or above the threshold performance standards, with a grant date value of 30% of base salary earned if both of
the target financial performance objectives are met. Under the Executive Long Term Incentive Plan, the grant date value of equity
awards that could be received by the Company’s other officers will be 0% of base salary for performance below the threshold
performance standards, and an amount between 7.5% and 30% of base salary for performance at or above the threshold performance
standards, with 20% of base salary earned if both of the target financial performance objectives are met.


 


After completion of fiscal 2017, the Committee
will determine the extent to which the specified goals relating to the financial targets have been achieved and the actual number
of restricted shares to be granted under the 2004 Stock Incentive Plan. The restricted stock awards will vest 25% on the grant
date, 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 25% on the third anniversary
of the grant date, provided the participant remains employed with the Company on each of the relevant vesting dates. Participants
must be assessed by the Management Development Committee at the time of the award to have performed competently in order to be
eligible for an award.


 


The Committee reserves the right, in its sole
and absolute discretion, to change the eligibility for participation under the Executive Long Term Incentive Plan, to revise, eliminate
or otherwise modify any performance targets, to modify any participant’s target award potential, or otherwise to increase,
decrease or eliminate any equity awards to any participant under the Executive Long Term Incentive Plan, regardless of the level
of performance targets that have been achieved, including to provide for no equity awards to a participant even though one or more
performance targets have been achieved.


 


Participants under the Executive Long Term Incentive
Plan must be employed on or before December 31, 2016 in order to be eligible. Those hired between July 1, 2016 and December 31,
2016 will receive a pro-rata portion of their equity award. Participants must be employed by the Company at the date of the equity
award of in fiscal 2018, except to the extent otherwise provided by separate agreement.