Exhibit 10.1





Exhibit 10.1




Compensation Arrangements with Certain Executive Officers




The following table sets forth the 2010 base salary for the Company’s current executive
officers identified by name pursuant to Item 11 of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2009, and in the compensation disclosures in the Company’s Proxy Statement
for its 2010 Annual Meeting of Shareholders that is incorporated by reference into such Item 11.
Because the Company instituted a salary freeze for the first half of 2010, the specified base
salaries are unchanged from those in effect at the end of 2009, but are subject to review as of the
third quarter of 2010. The table also sets forth each such officer’s 2010 incentive compensation
target under the Company’s Executive Annual Incentive Compensation Plan (the “EAICP”), as a
percentage of salary.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2010	 
	 	 	2010	 	 	Incentive	 
	 	 	Base	 	 	Compensation	 
	 	 	Salary	 	 	Target(1)	 
	 
	 	 	 	 	 	 	 	 
	Neilson A. Mackay
	 	$	400,000	 	 	 	80	%
	President and CEO
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Gary B. Shell
	 	$	252,000	 	 	 	50	%
	Senior Vice President, Chief Financial Officer and Treasurer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Stephen M. Newell
	 	$	205,000	 	 	 	40	%
	Vice President and General Manager, LXE
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Timothy C. Reis
	 	$	216,300	 	 	 	45	%
	Vice President & General Counsel
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	David M. Sheffield
	 	$	195,700	 	 	 	30	%
	Vice President, Finance and Chief Accounting Officer
	 	 	 	 	 	 	 	 








 







	 	 	 
	(1)	 	Actual incentive compensation payment under the EAICP is determined based on
Company or divisional performance during 2010, primarily with reference to actual
operating income and EPS compared with targets based on the Company’s 2010 operating
plans as determined in March 2010. For the CEO, CFO, VP & General Counsel, and VP,
Finance, the determination is weighted 40% based on performance against a corporate
operating income target and 40% based on performance against an EPS target. The
remaining 20% is based on achievement against individual objectives as set and
evaluated by the CEO (the Board in the case of the CEO). For Mr. Newell, the
determination is weighted 30% based on performance of the LXE division against its
operating income target, 50% based on corporate performance against consolidated
operating income target, and 20% based on performance against individual objectives
as specified and evaluated by the CEO.



 


 









 








	 	 	 
	 	 	For 2010, our corporate and divisional targets have been set at 110% of our internal
baseline operating plans, in order to emphasize to management the importance of
identifying and taking advantage of opportunities to improve on those plans,
particularly through greater cooperation among and integration of the various
divisions. As a result, the targets are consistent with the higher side of the
annual earnings guidance we released in March 2010. While we believe that these
“stretch” targets are achievable, they will require excellent execution by
each division of its business plan, plus additional revenues or cost savings that we
believe can be obtained.
	 
	 	 	In general, no incentive compensation based on financial targets is paid under the
EAICP if actual performance is at 80% or less of targeted performance. Performance
above target would normally result in a 2-for-1 percentage increase in incentive
compensation, except that the maximum payment based on divisional performance is
150% of target. The Committee retains the right to modify, either up or down, the
incentive compensation otherwise payable based on the factoring process, to take
into account individual or Company/division performance on non-financial or
supplemental financial objectives. The Committee and Board also have the right to
make other discretionary awards, outside the EAICP, based on factors they believe to
be appropriate in the circumstances.
	 
	 	 	For 2010, the Compensation Committee and Board concluded that one-third of amounts
earned and awarded under the EAICP should be subject to deferral for one year.
During that year, the deferred amounts will be treated as phantom stock units based
on the market price of the common shares when the award is determined, and paid to
the executive a year later based on the market price at that time. The purpose of
this approach is to emphasize the importance of long-term Company performance, and
to reduce incentives for short-term results at the expense of results in subsequent
periods.





Each officer participates in the EMS Performance Bonus Plan on the same terms as all other
full-time employees. Under this Plan, which was initiated in 2008 and partially replaces
funding previously devoted to the Company’s qualified Retirement Benefit Plan, each employee
receives a cash bonus equal to 4% of his or her base compensation if the Company (for
corporate employees) or division (for divisional employees) achieves operating income
targets, with proportional reductions for actual results less than the target and
two-for-one increases for results in excess of the target.




Each officer also participates in the Company’s 401(k) and Retirement Benefit Plans on the
same terms as all other full-time employees, but Company contributions to the Retirement
Benefit Plan for 2008 and later years is substantially below those in earlier years due to
the implementation of the Employee Performance Bonus Plan. The Company does not currently
provide a supplemental retirement plan for its executive officers, nor does it provide its
officers with either automobiles or club memberships.