Exhibit 10.2


    


    EXHIBIT
      10.2

    


    


    


    ANALYSTS
      INTERNATIONAL

    INCENTIVE
      COMPENSATION PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    This
      material is Analysts International confidential and is not to be disclosed
      to
      any person other than Analysts International Corporate Officers, the immediate
      supervisor of the employee to whom it pertains and Analysts International
      Corporate personnel with a need to know.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ANALYSTS
      INTERNATIONAL

    INCENTIVE
      COMPENSATION PLAN

    


    


    Analysts
      International Corporation (the “Company”) has adopted an Incentive Compensation
      Plan in which
      (“Employee”) has become a participant and is hereinafter described:

    


    1. Purpose.
      The Plan
      is intended as a means by which the Company can attract and retain the services
      of key management and other employees through incentive payments based on the
      performance of the Company. This Plan replaces all prior Incentive Plans and
      is
      effective as of January 1, 2006 or for new participants joining the Plan in
      successive fiscal years, as the case may be, when fully executed by the
      parties.

    


    The
      Plan
      is not intended as a guarantee of continuing employment, the employment
      relationship between the Company and participants in the Plan being terminable
      at any time by either the Company or the participant, with or without cause,
      unless agreed to otherwise in writing between Employee and Company.

     

    2. Terms
      of participation.

    


    2.1 Eligibility.
      Before
      an employee may participate in this Plan, the employee must be designated by
      Analysts International corporate management or, in the case of an executive
      officer, the Company’s Compensation Committee as eligible to participate and
      must execute, if requested by the Company, a non-compete agreement, in such
      form
      as the Company may require, protecting the Company’s confidential information
      and its relationships with customers, prospects and personnel during and after
      employment. The Company’s failure to request Employee to sign a non-compete
      agreement in order to participate in this Plan shall in no way modify, amend,
      terminate or void any non-compete, confidentiality or similar agreement
      previously signed by the Employee and such agreement shall remain in full force
      and effect.

    


    2.2 Changes
      in position or Gross Base Salary.
      If,
      during the course of the fiscal year, Employee accepts a new position with
      the
      Company or receives a new Gross Base Salary as defined herein, Employee’s
      incentive distribution, if any, shall be calculated at the rate for the position
      Employee held at the beginning of the fiscal year, unless otherwise agreed
      to by
      the Company in writing.

    


    3. Incentive
      Compensation.

    


    3.1 Incentive
      Compensation.
      Incentive compensation under this Plan shall be as called for in Schedules
      I
      issued for successive fiscal years.

    


    3.2 Calculation
      of Incentive Compensation.
      Incentive compensation called for in this Section 3 shall be determined on
      an
      incremental basis as set forth herein and as further delineated in the Schedule
      I for the fiscal year specified in that Schedule I.

    3.2.1 Gross
      Base Salary.
      Incentive compensation under this Plan shall be calculated and determined on
      the
      basis of Employee’s Gross Base Salary in effect on the first day of the fiscal
      year in which the incentive compensation shall be earned, subject to the
      provisions of Section 2.2. 

    


    3.2.2 Process
      for calculation.
      On an
      annual basis, the Chief Financial Officer and/or the Director of Treasury
      Operations shall determine whether all prerequisites for payment of incentive
      compensation have been met and shall calculate Employee’s incentive amount based
      on the Company’s final financial results as determined by the Company’s Chief
      Financial Officer, subject to: i) any changes that occur during audit of the
      Company’s books by its independent auditors; and ii) to any limits imposed by
      the terms and condition of this Plan.

    


    3.2.3 Incentive
      Amount.
      The
      amount of incentive compensation shall be calculated as defined in Schedule
      I
      attached hereto and other terms and conditions of the Plan, including but not
      limited to Sections 3.2.2, 3.2.4.2, 3.2.5.1, 3.2.5.2 and 5.2 hereof.


    


    3.2.4 Distributions.

    


    3.2.4.1 Annual
      Distributions.
      Incentive compensation that has been earned and is payable under all terms
      of
      this Plan will be distributed on an annual basis only. The Company anticipates
      that annual distributions will occur during March of the year following
      completion of the fiscal year in which the Employee earns the incentive
      compensation

    


    3.2.4.2 Limits
      on Distributions

    (a) Limit
      on Aggregate Amount.
      The
      aggregate amount of distribution paid by the Company under this Plan to all
      participants shall be subject to the Annual Maximum as defined herein. In the
      event that the aggregate amount of incentive compensation as calculated exceeds
      or would exceed the Annual Maximum, the incentive amount for each participant,
      including Employee, will be recalculated and reduced on a pro rata basis.
“Annual Maximum” means the limit on the aggregate amount of incentive
      distribution paid by the Company under this Plan and shall be no more than
      thirty percent (30%) of the Company’s pre-tax, pre-incentive profit for any
      given fiscal year. 

    


    (b) Profit
      Requirements.
      Unless
      otherwise specified in the Schedule I for the fiscal year for which payment
      is
      to be made, no participant shall receive an incentive distribution under this
      Plan unless: 

    


    (i) the
      Company is profitable as reported in its financial results filed with the
      Securities and Exchange Commission; and

    (ii) Employee’s
      “Area of Responsibility,” as defined in Schedule I attached hereto, has achieved
      at least eighty percent (80%) of its Profit Goal set forth in Exhibit A to
      Schedule I. 

    


    3.2.5 Adjustments
      to Incentive Compensation.

    


    3.2.5.1  Recalculations.
      The
      Company reserves the right to re-compute incentive calculations and/or
      distributions to determine whether prior calculations of an incentive
      distribution or award were consistent with the terms of the Plan, including
      but
      not limited to Sections 3.2.2, 3.2.4 and 5.2 and the Schedule I for the
      applicable fiscal year. The
      calculation of incentive compensation also will be reduced by any cash
      compensation paid or payable to Employee for the current fiscal year under
      other
      incentive compensation arrangements, if any.

    


    3.2.5.2 Recoup
      of Overpayments.
      Employee agrees that in the event that a previously received incentive
      distribution becomes subject to reduction pursuant to Section 3.2.4.2 or any
      other provision of the Plan, Employee shall re-pay to the Company any excess
      amount received by Employee immediately upon the Company’s request. If Employee
      fails to re-pay such amount upon request, Employee agrees and consents to
      deduction of such excess from his or her next paycheck or paychecks as the
      case
      may be.

    


    4. Incentive
      Protection.
      Upon
      the occurrence of an event constituting a Change in Control:

    


    4.1 Neither
      the Company nor any successor or assign shall have the right to modify, amend
      or
      terminate the Plan; and

    


    4.2 In
      the
      event of a Change in Control, determination of incentive compensation for the
      fiscal year will be calculated under Section 3 based on: (i) actual results
      through the month ended prior to the Change in Control; and (ii) results as
      projected in the Management Forecast for the remainder of the fiscal year or
      the
      six-month period beginning with the month in which the Change of Control occurs,
      whichever is shorter.

    


    5. General
      Provisions.

     

    5.1 Eligibility
      for Distribution.
      Unless
      otherwise provided for in writing, in order to be eligible for any distribution
      or award, Employee must be a full-time employee of the Company as of the date
      on
      which the distribution is made.

    


    
      	 	
              Without
                limiting the Company’s right to damages or injunctive relief, a
                participant must refund all incentive compensation payments received,
                during his or her last twelve (12) months of employment with the
                Company
                if he or she violates any of the provisions of the separate non-compete
                agreement referenced in Paragraph 2.1 of this
                Plan.

            


    

    


    5.2 Revenue
      and Profit.
      Revenue
      and profit shall be determined by the Company in accordance with the Company’s
      practices and procedures, and in compliance with applicable rules of accounting
      and federal and state law and regulations. Specifically, but not by way of
      limitation, all items of income and expense, and all adjustments to income
      by
      way of reserves, write-downs or write-offs and all expenses (including but
      not
      limited to bad debt expense, interest and depreciation), shall be recorded
      when
      determined by the Company to have been receivable or incurred.  

    


    5.3 Definitions.
      The
      following terms as used in the Plan shall have the following
      meanings:

    


    5.3.1 “Board”
      means the Board of Directors of the Company.

     

    5.3.2 “Change
      in Control” shall, for purposes of this Plan, mean the acquisition by any person
      or group or related persons of more than a majority in interest on the
      outstanding voting stock of Analysts International, or a change in a majority
      of
      the Company’s Board of Directors as a result of a proxy solicitation not
      approved by a majority of the current Board. The change of control shall be
      deemed to occur as of the date of such change of control.

     

    5.3.3 “Compensation
      Committee” means the Compensation Committee of the Board.

     

    5.3.4 “Gross
      Base Salary” means the participant’s regular annual cash compensation, before
      pre-tax deduction for benefits, if any, paid for the period in the fiscal year
      during with respect to which Employee’s incentive compensation is being
      calculated hereunder. Specifically excluded from Gross Base Salary are: (i)
      amounts grossed up in any of Employee’s compensation for tax reporting purposes;
      (ii) gain realized on the grant or exercise of stock options and the grant
      of
      restricted stock or the lapse of conditions related thereto; (iii) dividends
      credited to a restricted stock or stock subject to options; (iv) incentive
      payments; (v) amounts paid for automobile allowance and/or expenses; and (vi)
      any other amounts determined by the Company to be other than regular monthly
      cash compensation.

     

    5.3.5 “Management
      Forecast” means the Company’s pre-tax profit plan for the fiscal year as
      presented to and approved by the Board.

     

    5.3.6 “Plan
      Year” means the Company’s fiscal year for which incentive compensation is to be
      paid.

     

    
      	 	
              5.4

            	
              Termination
                and Modification.
                The Company reserves the right to terminate this Plan or to modify
                the
                provisions hereof at any time and from time to time. Such termination
                or
                modification shall be effective when issued by the
                Company.

            


    

    


    I
      certify
      that the foregoing constitutes the Incentive Compensation Plan as duly
      adopted.

    


    


    


    
      	 	 
	
              Colleen
                M. Davenport

            	 
	 	 
	
              Signature:_________________________________________

            	
              Signature:_________________________________________

            
	
              Employee

            	
              Analysts
                International Corporation

            
	 	 
	
              Name:____________________________________________

            	
              Name:____________________________________________

            
	
              Please
                Print

            	
              Please
                Print

            
	 	 
	
              Date:_____________________________________________

            	
              Date:_____________________________________________

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Targeted
      Incentive Levels

    


    


    
      	
              Executive
                Officers

            	
              Targeted
                Incentive as percentage

              of
                Base Salary

            
	
              Jeffrey
                P. Baker

            	
              80%

            
	
              David
                J. Steichen

            	
              50%

            
	
              Colleen
                M. Davenport

            	
              50%