EXHIBIT
10.1

     


    SUMMARY
OF FISCAL 2011 ANNUAL INCENTIVE AND PROFIT SHARING PLANS

    


    Fiscal 2011 Annual Incentive
Plan

    


    Under the
Fiscal 2011 Annual Incentive Plan (the “Annual Incentive Plan”), the Company’s
director-level team members, officers and named executive officers can earn
annual incentive cash compensation seventy percent (70%) based upon performance
against pre-established financial targets and twenty percent (20%) based upon
achievement of two personal goals that are aligned with the Company’s strategic
objectives.  The final ten percent (10%) of any bonus is at the
discretion of the Management Development, Compensation and Stock Option
Committee (the “Committee”).  The financial targets and personal goals
include threshold, target and maximum level bonus objectives for the executive
officers.  The amount of the award of any cash bonuses under the
Annual Incentive Plan for fiscal 2011 performance will be based on the Company’s
achievement of specified results with respect to corporate operating income and
revenue targets for fiscal 2011.

    


    If the
threshold, target or maximum performance objectives are met, participants will
receive a bonus payment under the Annual Incentive Plan, with the specific
amount that such participant receives dependent on personal and company
performance and, for certain named executive officers, business unit
performance.

    


    The
amount that could be received by our President and Chief Executive Officer under
the Annual Incentive Plan ranges from 0% (assuming the threshold objectives were
not met) and 50% of base salary, with a threshold bonus amount of 10% of base
salary.  For each of the other named executive officers, the amount
such officers could receive under the Annual Incentive Plan ranges from 0% to
40% of base salary, with a threshold bonus amount of 8% of base
salary.

    


    The
financial targets and weightings relevant to the cash incentive determination
for fiscal 2011 for each of the named executive officers will be as
follows:

    


    
      	
              Name

            	 
      	
              Title

            	 
      	
              Financial Targets

            
	
              Harry
      R. Rittenour

            	 
      	
              President
      and Chief

            	 
      	
              Company
      Operating Income(40%)

            
	 
      	 
      	
              Executive
      Officer

            	 
      	
              Company
      Revenue (30%)

            
	 
      	 
      	 
      	 
      	 
      
	
              John
      H. Lowry, III

            	 
      	
              Vice
      President, Chief

            	 
      	
              Company
      Operating Income(40%)

            
	 
      	 
      	
              Financial
      Officer

            	 
      	
              Company
      Revenue (30%)

            
	 
      	 
      	 
      	 
      	 
      
	
              Richard
      Price

            	 
      	
              Vice
      President

            	 
      	
              Company
      Operating Income(40%)

            
	 
      	 
      	
              Commercial
      Products

            	 
      	
              Company
      Revenue (10%)

            
	 
      	 
      	
              Business
      Unit

            	 
      	
              CBU
      Revenue (20%)

            
	 
      	 
      	 
      	 
      	 
      
	
              Mark
      S. Hoefing

            	 
      	
              Senior
      Vice President

            	 
      	
              Company
      Operating Income(40%)

            
	 
      	 
      	
              Industrial
      Business

            	 
      	
              Company
      Revenue (10%)

            
	 
      	
                

            	
              Unit

            	
                

            	
              IBU
      Revenue (20%)

            


    

    


    After
completion of fiscal 2011, the Committee will determine the extent to which the
specified goals relating to the financial targets and personal goals have been
achieved and will determine the actual amounts to be paid.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     


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

    


    Participating
team members under the Annual Incentive Plan must be employed on or before
December 31, 2010 in order to be eligible.  Those hired between July 1, 2010 and
December 31, 2010 will receive a pro-rata portion of their individual
participation level.  Participating team members must be employed by the Company
at the date of the payment in fiscal 2011.

    


    Fiscal 2011 Profit Sharing
Plan

    


    Under the
Fiscal 2011 Profit Sharing Plan (the “Profit Sharing Plan”), most of the
Company’s team members below the director level can earn a profit sharing cash
payment based upon pre-established financial targets.  The financial targets
include threshold, target and maximum level bonus objectives for team members.
The amount of the award of any cash bonuses under the Profit Sharing Plan for
fiscal 2011 performance will be based on our achievement of specified results
with respect to corporate operating income targets for fiscal 2011.

    


    Team
member participation levels are stated as a percentage of base salary.  There is
a cap on the amount of the bonus that could be earned.  The profit sharing pool
will be distributed pro rata according to each team member’s predetermined
participation level.

    


    After
completion of fiscal 2011, the Committee will determine the extent to which the
specified goals relating to the financial targets have been achieved and will
determine the actual amounts to be paid.

    


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

    


    Participating
team members under the Profit Sharing Plan must be employed on or before
December 31, 2010 in order to be eligible.  Those hired between July 1,
2010 and December 31, 2010 will receive a pro-rata portion of their individual
participation level.  Participating team members must be employed by
the Company at the date of the payment in fiscal 2011.