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A N A L Y S T S
I N T E R N A T I O N A L
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INTER-OFFICE COMMUNICATION
TO: FROM: F.W. Lang
LOCATION: Corporate
CC: DATE:
RE: EMPLOYMENT COMMITMENT-
SALARY SEVERANCE PROTECTION
In consideration of your continuing to be employed by Analysts International,
Analysts International agrees with you that in the event there is a change of
control of Analysts International, then Analysts International will
(i) continue your employment for a period of thirty-six (36) months on the
same basis as you are now employed (without any required relocation or salary
reduction), or (ii) provide you a severance payment of thirty-six (36) months'
salary in the event your employment is terminated by Analysts International
during that period. The salary severance payment is due and payable
immediately on termination of employment in one lump sum. Your right to the
severance payment on such a termination is absolute and not conditional on
your ability to find suitable employment after a diligent search and is not
subject to revocation should you find suitable employment. You do, however,
remain free to terminate your employment, but no severance payment will be
made to an employee who terminates. This commitment is not a current
employment contract. This employment continuation or severance commitment
only becomes effective if there is a change in control.
"Change of control" for the purpose of this commitment shall mean the
acquisition after December 31, 1987 by any person or group of related persons
of more than a majority in interest of the outstanding voting stock of
Analysts International, or a change in a majority of Analysts International's
Board of Directors as a result of a proxy solicitation not approved by a
majority of the current Board.
This commitment by Analysts International to you will continue in effect so
long as you are employed by Analysts International unless terminated by
six-month notice.
FWL
