EXHIBIT
10.1

    


    SUMMARY
OF 2010 ANNUAL INCENTIVE AND PROFIT SHARING PLANS

    


    2010 Annual Incentive
Plan

    


    Under the
2010 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 based upon performance against
pre-established financial targets.  The financial targets 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 2010 performance will be based on our
achievement of specified results with respect to corporate operating income and
revenue targets for fiscal 2010.

    


    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 company performance and, for
certain named executive officers, business unit performance.  However,
a business unit performance payment will only be made if both corporate
operating income and revenue targets are achieved.

    


    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 60% of base salary, with a target bonus amount of 50% 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
48% of base salary, with a target bonus amount of 40% of base
salary.

    


    The
financial targets and weightings relevant to the cash incentive determination
for fiscal 2010 for each of the named executive officers will be as
follows:

     

    
      
        	
                Name

              	 	
                Title

              	 	
                Financial Targets

              
	
                Harry
      R. Rittenour

              	 	
                President
      and Chief

              	 	
                Company
      Operating Income(50%)

              
	 
      	 	
                Executive
      Officer

              	 	
                Company
      Revenue (50%)

              
	 
      	 	 
      	 	 
      
	
                John
      H. Lowry, III

              	 	
                Vice
      President, Chief

              	 	
                Company
      Operating Income(50%)

              
	 
      	 	
                Financial
      Officer

              	 	
                Company
      Revenue (50%)

              
	 
      	 	 
      	 	 
      
	
                Paul
      J. Eckhoff

              	 	
                Senior
      Vice President

              	 	
                Company
      Operating Income(20%)

              
	 
      	 	
                Commercial
      Products

              	 	
                Company
      Revenue (20%)

              
	 
      	 	
                Business
      Unit

              	 	
                CBU
      Revenue (60%)

              
	 
      	 	 
      	 	 
      
	
                Mark
      S. Hoefing

              	 	
                Senior
      Vice President

              	 	
                Company
      Operating Income(20%)

              
	 
      	 	
                Industrial
      Business

              	 	
                Company
      Revenue (20%)

              
	 
      	 	
                Unit

              	 	
                IBU
      Revenue (60%)

              


      

       

    

    After
completion of fiscal 2010, the Management Development, Compensation and Stock
Option Committee (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 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, 2009 in order to be eligible.  Those hired between July
1, 2009 and December 31, 2009 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.

    


    2010 Profit Sharing
Plan

    


    Under the
2010 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 2010 performance will be based on our achievement of
specified results with respect to corporate operating income targets for fiscal
2010.

    


    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 2010, 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, 2009 in order to be eligible.  Those hired between July
1, 2009 and December 31, 2009 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.