Exhibit 10.1


 


A.                                    Performance
Criteria for Incentive Plan Awards for Year 2009 Pursuant to the 2003 Executive
Incentive Plan


 


	
   

  	
  1.

  	
  Awardees:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
   

  	
  Henry J. Herrmann

  
	
   

  	
   

  	
  b.

  	
   

  	
  Michael L. Avery

  
	
   

  	
   

  	
  c.

  	
   

  	
  Thomas W. Butch

  
	
   

  	
   

  	
  d.

  	
   

  	
  Daniel P. Connealy

  
	
   

  	
   

  	
  e.

  	
   

  	
  Daniel C. Schulte

  
	
   

  	
   

  	
  f.

  	
   

  	
  Michael D. Strohm

  
	
   

  	
   

  	
  g.

  	
   

  	
  John E. Sundeen, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Performance Goal:

  



 


a.                                       The aggregate
Incentive Plan Award to the Awardees shall equal four percent of the Adjusted
2009 Operating Income (defined below). 
The aggregate Incentive Plan Award shall be allocated among the Awardees
as follows:


 


	
  Awardee

  	
   

  	
  Portion of Aggregate

  Incentive Plan Award

  
	
  Henry J. Herrmann

  	
   

  	
  32%

  
	
  Michael L. Avery

  	
   

  	
  17%

  
	
  Thomas W. Butch

  	
   

  	
  15%

  
	
  Daniel P. Connealy

  	
   

  	
  9%

  
	
  Daniel C. Schulte

  	
   

  	
  9%

  
	
  Michael D. Strohm

  	
   

  	
  9%

  
	
  John E. Sundeen, Jr.

  	
   

  	
  9%

  



 


Notwithstanding the foregoing, the Compensation Committee may, in its
sole discretion, elect to award each Awardee less of the Incentive Plan Award
for the 2009 Year than is set forth above, provided that any such decrease in
the Incentive Plan Award for any one Awardee shall not increase the award for
any other Awardee.


 


b.                                      The term “Adjusted
2009 Operating Income” means the operating income of the Company for its
fiscal year ending December 31, 2009 (the “2009 Year”), determined
pursuant to generally accepted accounting principles, adjusted as follows:  (i) such amount shall be increased by
the Company’s interest expense for the 2009 Year; (ii) such amount shall
be increased by the Company’s federal, state and local income taxes for the 2009
Year; (iii) such amount shall be increased by bonuses paid under Company
executive compensation and deferred compensation plans for the 2009 Year; (iv) such
amount shall be increased by losses from publicly-disclosed transactions
entered into during the 2009 Year that the 


 

















 


Compensation Committee considers to be extraordinary or non-recurring; (v) such
amount shall be decreased by gains from publicly-disclosed transactions entered
into during the 2009 Year that the Compensation Committee considers to be
extraordinary or non-recurring; (vi) such amount shall be increased by any
net losses during the 2009 Year from entities, trades or businesses and lines
of businesses acquired from unrelated parties (“2009 Acquisitions”); and
(vii) such amount shall be decreased by any net profits during the 2009
Year from entities, trades or businesses and lines of businesses acquired
pursuant to 2009 Acquisitions.


 


B.                                    Performance
Criteria for Restricted Stock Awards for Year 2009 Pursuant to the 1998 Stock
Incentive Plan


 


	
   

  	
  1.

  	
  Awardees:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
   

  	
  Henry J. Herrmann

  
	
   

  	
   

  	
  b.

  	
   

  	
  Michael L. Avery

  
	
   

  	
   

  	
  c.

  	
   

  	
  Thomas W. Butch

  
	
   

  	
   

  	
  d.

  	
   

  	
  Daniel P. Connealy

  
	
   

  	
   

  	
  e.

  	
   

  	
  Daniel C. Schulte

  
	
   

  	
   

  	
  f.

  	
   

  	
  Michael D. Strohm

  
	
   

  	
   

  	
  g.

  	
   

  	
  John E. Sundeen, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Performance Goal:

  



 


a.                                       The aggregate
Restricted Stock Award to the Awardees shall equal 420,000 shares of Company
common stock, provided that no such award shall be made unless the Threshold
Condition (defined below) is met.  The
aggregate Restricted Stock Plan Award shall be allocated among the Awardees as
follows:


 


	
  Awardee

  	
   

  	
  Portion of Aggregate

  Incentive Plan Award

  
	
  Henry J. Herrmann

  	
   

  	
  20%

  
	
  Michael L. Avery

  	
   

  	
  19%

  
	
  Thomas W. Butch

  	
   

  	
  17%

  
	
  Daniel P. Connealy

  	
   

  	
  11%

  
	
  Daniel C. Schulte

  	
   

  	
  11%

  
	
  Michael D. Strohm

  	
   

  	
  11%

  
	
  John E. Sundeen, Jr.

  	
   

  	
  11%

  



 


Notwithstanding the foregoing, the Compensation Committee may, in its
sole discretion, elect to award each Awardee less of a Restricted Stock Plan
Award for the 2009 Year than is set forth above, provided that any such
decrease in the Restricted Stock Plan Award for any one Awardee 


 

















 


shall not
increase the award for any other Awardee. 
These awards, if any, are to be granted in December 2009.


 


b.                                      The term “Threshold
Condition” means that the quotient of (i) Adjusted 2009 Operating Income
(defined in Section A), divided by (ii) Adjusted 2009 Equity (defined
below), equals or exceeds 0.40.


 


c.                                       The term “Adjusted
2009 Equity” means the quotient of (i) the sum of Beginning 2009
Equity (defined below) plus Adjusted Ending 2009 Equity (defined below),
divided by (ii) 2.0.


 


d.                                      The term “Beginning
2009 Equity” means the shareholders equity of the Company as of January 1,
2009, determined pursuant to generally accepted accounting principles.


 


e.                                       The term “Adjusted
Ending 2009 Equity” means the shareholders equity of the Company as of December 31,
2009, determined pursuant to generally accepted accounting principles, adjusted
as follows:  (i) such amount shall
be increased by bonuses paid under Company executive compensation and deferred
compensation plans for the 2009 Year; (ii) such amount shall be increased
by losses from publicly-disclosed transactions entered into during the 2009
Year that the Compensation Committee considers extraordinary or non-recurring; (iii) such
amount shall be decreased by gains from publicly-disclosed transactions entered
into during the 2009 Year that the Compensation Committee considers to be
extraordinary or non-recurring; (iv) such amount shall be increased by any
net losses during the 2009 Year from entities, trades or businesses and lines
of businesses acquired pursuant to 2009 Acquisitions; and (v) such amount
shall be decreased by any net profits during the 2009 Year from entities,
trades or businesses and lines of businesses acquired pursuant to 2009 Acquisitions.