EXHIBIT 10.1

PERFORMANCE SHARE AWARD AGREEMENT

TERMS & CONDITIONS


Effective as of November 30, 1999

1.  Award  Terms and Conditions. Under and
 subject to the provisions of the Corporations Stock
Incentive Plan, as in effect from time to time (the
Plan), the Corporation has granted to the employee of
 the Corporation designated by the Committee to receive an Award
under the Plan (the Employee) a Performance Share
Award (the Award) of such number of shares of $.01
par value common stock of the Corporation, together with the
associated preferred stock purchase rights, (the
Stock) as set forth and designated in writing by the
Corporation to the Employee. Such Award is subject to the
following Terms and Conditions:



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| | (a)  For purposes of these Terms and Conditions, the
	Performance Period shall be the performance period
	set forth and designated as such in writing by the Committee to
	the Employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| | (b)  Upon the expiration of the Performance Period and
	satisfaction of applicable withholding obligations, the
	Corporation shall cause such shares as to which the Employee is
	entitled pursuant to Section l(c) hereof, at its option,
	either (i) to be issued by delivery of a stock certificate
	in the name of the Employee or his or her designee, with the
	certificate released to the custody of the Employee, or
	(ii) to be credited to an account for the benefit of the
	Employee maintained by the Corporations stock transfer
	agent or its designee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | (c)  The Award shall be contingent upon the attainment
	during the Performance Period of the Performance Goals
	established by the Committee for the Performance Period. The
	percentage attainment of the shares of Stock subject to the Award
	 shall be determined upon the expiration of the Performance
	Period based upon an assessment of actual performance compared
	with the Performance Goals. The final payout determination will
	be authorized by the Committee, or its designee. If employment is
	 commenced after July 15th of the first fiscal year of the
	Performance Period (such commencement date is referred to as the
	Start Date), the final payout to be made to the
	Employee determined in accordance with the prior provisions of
	this Section l(c) upon expiration of the Performance Period shall
	 be reduced by 1/36th for each month between July 1 of the
	first fiscal year of the Performance Period and the Start Date.
	Only a Start Date prior to the 15th of a month shall be deemed
	employment for a full month. Other than with respect to the final
	 payout, the pro-ration pursuant to this Section 1(c) will
	not otherwise impact the Award (e.g., the Employee will have full
	 voting rights and will be entitled to receive cash dividends
	with respect to all Award shares).
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| | (d)  During the Performance Period, the Employee may
	exercise full voting rights with respect to all shares of Stock
	subject to the Award and shall be entitled to receive cash
	dividends paid with respect to such shares. The Employees
	right to receive stock dividends or any other distributions with
	respect to shares of Stock subject to the Award shall be
	contingent upon the Employees receipt of the underlying
	shares. Upon the expiration of the Performance Period, the
	Employee may exercise voting rights and shall be entitled to
	receive dividends and other distributions paid with respect to
	the number of shares to which the Employee is entitled pursuant
	to Section 1(c) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| | (e)  The number of shares subject to the Award is based upon
	 the assumption that the Employee shall continue to perform
	substantially the same duties throughout the Performance Period,
	and such number of shares may be reduced by the Committee or its
	designee without formal amendment of these Terms and Conditions
	to reflect a change in duties during the Performance Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

2.  Termination of Employment. Other than in the
event of a change in control covered in
Section 4 hereof, if the Employee ceases to be an employee
of the Corporation or one of its Affiliates prior to the
expiration of the Performance Period (i) for any reason
other than death, disability (as determined by the Committee), or
 retirement (as determined by the Committee) after the Employee
has reached age 55 with 10 or more years full-time service, all
shares of Stock awarded to the Employee hereunder shall be
forfeited; and

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3.  Prohibition Against Transfer. The Award and the
rights granted by the Corporation under these Terms and
Conditions and the Performance Share Award Agreement of which
they form a part are not transferable. Without limiting the
generality of the foregoing, the Award may not be sold,
exchanged, assigned, transferred, pledged, hypothecated or
otherwise disposed of, shall not be assignable by operation of
law, and shall not be subject to execution, attachment or similar
 process. Any attempt to effect any of the foregoing shall be
null and void and without effect. Shares of Stock subject to the
Award shall not be sold, exchanged, assigned, transferred,
pledged, hypothecated or otherwise disposed of until issued or
credited to an account for the benefit of the Employee maintained
 by the Corporations stock transfer agent or its designee.

4.  Change in Control.



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| | (a)  Upon a change in control of the Corporation
	 as defined in Section 12.1 of the Plan, the performance
	objectives shall be conclusively deemed to have been attained,
	and the Award shall vest immediately prior to the occurrence of
	such change in control. The Award shall be paid to
	the Employee at the end of the Performance Period, provided
	however, (i) in the event of death, disability, retirement,
	or involuntary termination other than for Cause (all as
	determined by the Committee), the Award shall be paid in Stock as
	 soon as practicable; (ii) in the event of resignation or
	termination for Cause, the Award shall be forfeited; and
	(iii) in the event of a change in the
	Corporations capital structure, the Award, at the
	election of the Employee, shall be paid in Stock or converted and
	 paid in cash as soon as practicable. The amount of any such cash
	 payment under (iii) of the preceding sentence will be an
	amount equal to the number of shares of Stock subject to the
	Award multiplied by the highest price per share paid in any
	transaction reported on the New York Stock Exchange Composite
	Index (x) during the 60-day period preceding and including
	the date of a change in the Corporations capital
	structure or (y) during the 60-day period preceding
	and including the date of change in control,
	whichever is higher.
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| | (b)  For purposes hereof, a change in the
	Corporations capital structure shall be deemed to
	have occurred if                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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| | (i)  the Stock is no longer the only class of the
	Corporations common stock;                                                                                                                                                                      
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| | (ii)  the Stock ceases to be, or is not readily, tradable on
	 an established securities market (in the United States) within
	the meaning of Section 409(l)(1) of the Code;                                                                        
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| | (iii)  the Corporation issues warrants, convertible debt, or
	 any other security that is exercisable or convertible into
	common stock, except for rights granted under the Plan; or                                                               
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| | (iv)  the ratio of total debt to total capitalization
	exceeds 45%. Total debt is the total debt for borrowed money.
	Total capitalization is consolidated total assets of the
	Corporation less consolidated total liabilities of the
	Corporation.



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| | (c)  Cause shall mean as determined by the Board
	 in good faith (i) a material breach by the Employee of the
	duties and responsibilities of the Employee or any written
	policies or directives of the Corporation (other than as a result
	 of incapacity due to physical or mental illness) that is
	(x) willful or involves gross negligence and (y) not
	remedied within 15 days after receipt of written notice from
	 the Corporation that specifically identifies the manner in which
	 such breach has occurred, (ii) the Employee commits any
	felony or any misdemeanor involving willful misconduct,
	(iii) the Employee engages in a fraudulent or dishonest act
	that damages or adversely prejudices the Corporation or any
	Affiliate of the

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| | Corporation or engages in other conduct or activities damaging to
	 the property, business or reputation of the Corporation or an
	Affiliate of the Corporation, (iv) the Employee engages in
	habitual insobriety or substance abuse that materially damages or
	 adversely prejudices the Corporation or any Affiliate of the
	Corporation, or (v) the Employee diverts any business
	opportunity from the Corporation or an Affiliate of the
	Corporation (except with prior written consent of the Board).

5.  Miscellaneous. These Terms and Conditions and the
 Performance Share Award Agreement of which they form a part
(a) shall be binding upon and inure to the benefit of any
successor of the Corporation, (b) shall be governed by the
laws of the State of Georgia and any applicable laws of the
United States, and (c) except as permitted under
Sections 3.2 and 6.6 of the Plan and the provisions hereof,
may not be amended without the written consent of both the
Corporation and the Employee. No contract or right of employment
shall be implied by these Terms and Conditions and the
Performance Share Award Agreement of which they form a part. If
the Award is assumed or a new award is substituted therefor in
any corporate reorganization (including, but not limited to, any
transaction of the type referred to in Section 424(a) of the
 Code), employment by such assuming or substituting corporation
or by a parent corporation or subsidiary corporation thereof
shall be considered for all purposes of the Award to be
employment by the Corporation. The Fair Market Value of any
shares delivered to the Corporation or withheld by the
Corporation, at the Corporations discretion, to satisfy any
 tax withholding requirements shall not exceed minimum statutory
withholding requirements.

6.  Securities Law Requirements. The Corporation
shall not be required to issue shares pursuant to the Award
unless and until (a) such shares have been duly listed upon
each stock exchange on which the Stock is then registered, and
(b) a registration statement under the Securities Act of
1933 with respect to such shares is then effective.

7.  Committee. The Committee administering the Plan
shall have authority, subject to the express provisions of the
Plan as in effect from time to time, to construe these Terms and
Conditions and the Performance Share Award Agreement of which
they form a part, as well as the Plan; to establish, amend and
rescind rules and regulations relating to the Plan; and to make
all other determinations in the judgment of the Committee
necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or
reconcile any inconsistency in these Terms and Conditions and the
 Performance Share Award Agreement of which they form a part in
the manner and to the extent it shall deem expedient to carry the
 Plan into effect, and it shall be the sole and final judge of
such expediency.

8.  Adjustments. Nonrecurring losses or charges that
are separately identified and quantified in the
Corporations audited financial statements and notes
thereto, including, but not limited to, extraordinary items,
changes in tax laws, changes in generally accepted accounting
principles, impact of discontinued operations, and restructuring
charges, and restatement of prior period financial results, shall
 be excluded from the calculation of performance results for
purposes of the Plan. However, the Committee can choose to
include any or all such non-recurring items as long as inclusion
of each such item causes the Award to be reduced.

9.  Incorporation of Plan Provisions. These Terms and
 Conditions and the Performance Share Award Agreement of which
they form a part are made pursuant to the Plan, the provisions of
 which are hereby incorporated by reference. Capitalized terms
not otherwise defined herein shall have the meanings set forth
for such terms in the Plan. In the event of a conflict between
the terms of (i) these Terms and Conditions and the
Performance Share Award Agreement of which they form a part and
(ii) the Plan, the terms of the Plan shall govern.

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EXHIBIT 10.1

SCHEDULE TO PERFORMANCE SHARE AWARD AGREEMENT

TERMS & CONDITIONS

On November 30, 1999, Performance Share Awards were granted
to the following Executive Officers in the amounts indicated,
pursuant to the Lanier Worldwide, Inc. Performance Share Award
Agreement Terms and Conditions:

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|W. E. Cantrell  |  | Chairman of the Board and Chief Executive Officer |  | 35,000
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|C. L. Herrin    |  | Director, President and Chief Operating Officer   |  | 15,000
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|J. A. MacLennan |  | Executive Vice President                          |  | 7,000 
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|D. J. Marini    |  | Executive Vice President                          |  | 10,000