EXHIBIT 10.3


 


Letter Agreement 


 


September 29, 2010


 


Brittany
B. McKinney

17050 229th Avenue

Big Lake, Minnesota 55309


 


Dear
Brittany,


 


We
are pleased to offer you the position of Interim President and CEO, to be
effective upon date of final signature to this letter.  Please read this letter carefully as it sets
forth the terms and conditions of this promotion.


 


This
Letter Agreement supersedes any previous agreements and understandings
regarding the terms and conditions of your employment, including those set
forth in your Employee Agreement dated February 2, 2009, which are hereby
revoked and no longer valid, except that Exhibit B, the “Change of Control
Agreement.” to the February 2, 2009 Employee Agreement (the “CoC Agreement”)
remains in effect as explained more fully below.


 


The
core responsibilities and scope of your new position are:


 


·                                          Act as Interim President and
CEO to provide executive leadership to other Company executives, managers and
personnel.


 


·                                          Leading by example — setting
and maintaining a proper “tone at the top”, including absolute compliance with
AIC’s Code of Business Conduct, both in fact and appearance


 


·                                          Protecting and improving AIC’s
brand and image within the company and in the marketplace


 


·                                          Have day-to-day authority to
manage Company operations and performance, taking ultimate responsibility for
the Company’s financial and operational performance, including revenues and
revenue growth, profitability and cash flows


 


·                                          Managing business risks to
an acceptable level


 


·                                          Personally engaging in
prospective and existing client relationships to expand the business and ensure
resolution of issues that may arise


 


·                                          Leading the ongoing
execution of our strategic and operational initiatives and challenging the
organization in the development of new ones


 


·                                          Working closely with the
Chair and the CFO, interact with and support the Company’s relationships with
its stakeholder communities including shareholders, major investors, lenders,
alliance partners and the like.


 


·                                          Effectively interacting with
the Board of Directors, specifically ensuring that key decisions, initiatives
and changes in strategy are vetted with the Chair.


 


In
your new position you will report directly to the Board of Directors, which
will work with you collaboratively to establish initial performance goals.


 


As
an officer of the Analysts International, you must uphold and abide by the
standards of conduct set forth in the Employee Handbook and the Company’s Code
of Ethical Business Conduct, which can be accessed through the Analysts
International intranet site (http://community.analvsts.com).  Please review these important policies.


 


As
you are aware, you are responsible to develop and safeguard Analysts
International’s confidential business information.  As a condition of your employment, you
confirm your obligation not to compete unfairly with Analysts International.  Your specific obligations regarding
confidential information and unfair competition have previously been supplied
to you and by executing this Letter Agreement you expressly reaffirm all of
those obligations.


 

















 


This
is a full-time exempt position.  Your
annualized compensation will be $295,000, earned and paid biweekly effective October 1,
2010, and subject to all applicable withholdings and deductions.


 


You
remain eligible to participate in all regular employee benefits as set forth in
the Employee Handbook, except the Paid Time Off policies.  As an officer you are allowed discretionary
time- off that is consistent with your responsibilities to the Company.


 


Any
incentive compensation and additional stock options will be in the sole
discretion of the Board of Directors.


 


The
employment relationship between Analysts International and you is “at will”
which means that your employment may be terminated by you or the Company at any
time with or without “Cause,” as defined below. 
Unless extended by mutual agreement of the parties or terminated, this
Agreement will take effect upon date of final signature to this letter and will
continue in effect until the earlier of March 31, 2011 or when the Company
appoints a full-time CEO.  If the Company
terminates your employment without Cause, however, you are eligible to receive
severance pay equal to your base compensation at the time of termination for a
period of six (6) months, with one (1) additional month for each
completed year of service, to a maximum of twelve (12) months, on the condition
that you sign all appropriate paperwork, including a full release of all claims
in a form acceptable to the Company.


 


For
purposes of these severance benefits, “Cause” means:


 


(1)                                   Unacceptable
performance to standard or goals, as determined by the Board of Directors,
following written notice to improve your performance,


 


(2)                                   Any illegal
conduct involving dishonesty or fraud or any other conduct unsuitable for a
Company executive, as determined by the Board of Directors,


 


(3)                                   Conduct that
violates the Company’s Code of Ethics or other policies and procedures.


 


The
CoC Agreement, which was appended to your previous Employee Agreement of February 2,
2009, remains in effect with the following modifications and
clarifications.  As explained above, your
previous Employee Agreement is revoked and no longer in effect, therefore all
references or integration of that Employee Agreement in the CoC Agreement are
hereby deleted.  This means that the COC
Agreement is a stand-alone agreement, which expires as set forth in the CoC
Agreement.  The CoC severance benefit, if
conferred to you, is in lieu of, and not in addition to, any severance benefit
that you may be eligible for as set forth in this Letter Agreement.


 


Brittany,
we recognize the success and contributions you have already made to Analysts
International.  We look forward to your
continued contribution.  We have a bright
future ahead with your leadership.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Douglas C. Neve

  
	
   

  	
  Douglas
  C. Neve

  
	
   

  	
  Chairman
  of the Board of Directors

  



 


I
accept the terms of this Letter Agreement and expressly reaffirm all previous
obligations regarding confidential information, unfair competition and the
Company’s Code of Ethical Conduct as the same have previously been supplied to me.  I understand that this Letter Agreement
supersedes all previous offer letters and/or employment contracts with AIC,
except as specifically provided herein with regard to the CoC Agreement.


 


	
  The
  foregoing is agreed to and accepted.

  	
   

  
	
   

  	
   

  
	
  /s/
  Brittany B. McKinney

  	
   

  
	
  Brittany
  B. McKinney

  	
   

  
	
   

  	
   

  	
   

  
	
  Date
  signed:

  	
  9/29/10

  	
   

  



 


2