TRUST UNDER THE ANALYSTS INTERNATIONAL CORPORATION SPECIAL EXECUTIVE RETIREMENT PLAN
EXHIBIT
10.1
TRUST
UNDER THE ANALYSTS INTERNATIONAL CORPORATION SPECIAL
EXECUTIVE
RETIREMENT PLAN
This
Agreement made as of February 15, 2007, by and between Analysts International
Corporation (“Company”) and Wachovia Bank (“Trustee”).
WHEREAS,
Company has adopted the nonqualified deferred compensation plan(s) as listed
in
Appendix A (the “Plan(s)”);
WHEREAS,
Company has incurred or expects to incur liability under terms of such Plan
with
respect to the individuals participating in such Plan;
WHEREAS,
Company wishes to establish a trust (hereinafter called “Trust”) and to
contribute to the Trust assets that shall be held therein, subject to the claims
of Company’s creditors in the event of Company’s Insolvency, as herein defined,
until paid to Plan participants and their beneficiaries in such manner and
at
such times as specified in the Plan;
WHEREAS,
it is the intention of the parties that this Trust shall constitute an unfunded
arrangement and shall not affect the status of the Plan as an unfunded plan
maintained for the purpose of providing deferred compensation for a select
group
of management or highly compensated employees for purposes of Title I of the
Employee Retirement Income Security Act of 1974;
WHEREAS,
it is the intention of Company to make contributions to the Trust to provide
itself with a source of funds to assist it in the meeting of its liabilities
under the Plan;
NOW,
THEREFORE, the parties do hereby establish the Trust and agree that the Trust
shall be comprised, held and disposed of as follows:
Section
1. Establishment Of Trust
(a) Company
hereby deposits with Trustee in trust the assets identified in Appendix B,
which
shall become the principal of the Trust to be held, administered and disposed
of
by Trustee as provided in this Trust Agreement.
(b) The
Trust
hereby established shall be irrevocable.
(c)
The
Trust is intended to be a grantor trust, of which Company is the grantor, within
the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the
Internal Revenue Code of 1986, as amended (“Code”), and shall be construed
accordingly.
(d)
The
principal of the Trust, and any earnings thereon, shall be held separate and
apart from other funds of Company and shall be used exclusively for the uses
and
purposes of Plan participants and general creditors as herein set forth. Plan
participants and their beneficiaries shall have no preferred claim on, or any
beneficial ownership interest in, any assets of the Trust. Any rights created
under the Plan and this Trust Agreement shall be mere unsecured contractual
rights of Plan participants and their beneficiaries against Company. Any assets
held by the Trust will be subject to the claims of Company’s general creditors
under federal and state law in the event of Insolvency, as defined in Section
3(a) herein.
(e)
Company, in its sole discretion, may at any time, or from time to time, make
additional deposits of cash or other property in trust with Trustee to augment
the principal to be held, administered and disposed of by Trustee as provided
in
this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary
shall have any right to compel such additional deposits.
(f) Upon
a
Change of Control, Company shall, as soon as possible, but in no event longer
than 5 days following the Change of Control, as defined herein, make an
irrevocable contribution to the Trust in an amount that is sufficient to pay
each Plan participant or beneficiary the benefits to which Plan participants
or
their beneficiaries would be entitled pursuant to the terms of the Plan(s)
as of
the date on which the Change of Control occurred.
Section
2. Payments to Plan Participants and Their Beneficiaries.
(a)
Company shall deliver to Trustee a schedule (the “Payment Schedule”) that
indicates the amounts payable in respect of each Plan participant (and his
or
her beneficiaries), that provides a formula or other instructions acceptable
to
Trustee for determining the amounts so payable, the form in which such amount
is
to be paid (as provided for or available under the Plan), and the time of
commencement for payment of such amounts. Except as otherwise provided herein,
Trustee shall make payments to the Plan participants and their beneficiaries
in
accordance with such Payment Schedule. Trustee shall make provision for the
reporting and withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payments of benefits pursuant to
the
terms of the Plan(s) and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and
paid
by Company.
(b)
The
entitlement of a Plan participant or his or her beneficiaries to benefits under
the Plan shall be determined by Company or such party as it shall designate
under the Plan, and any claim for such benefits shall be considered and reviewed
under the procedures set out in the Plan.
(c)
Company may make payment of benefits directly to Plan participants or their
beneficiaries as they become due under the terms of the Plan. Company shall
notify Trustee of its decision to make payment of benefits directly prior to
the
time amounts are payable to participants or their beneficiaries. In addition,
if
the principal of the Trust, and any earnings thereon, are not sufficient to
make
payments of benefits in accordance with the terms of the Plan, Company shall
make the balance of each such payment as it falls due. Trustee shall notify
Company where principal and earnings are not sufficient.
Section
3. Trustee Responsibility Regarding Payments to Trust Plan Participant When
Company Is Insolvent.
(a)
Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if Company is Insolvent. Company shall be considered “Insolvent”
for purposes of this Trust Agreement if (i) Company is unable to pay its debts
as they become due, or (ii) Company is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.
(b)
At
all times during the continuance of this Trust, as provided in Section 1(d)
hereof, the principal and income of the Trust shall be subject to claims of
general creditors of Company under federal and state law as set forth
below.
(1) The
Board
of Directors and the Chief Executive Officer of Company shall have the duty
to
inform Trustee in writing of Company’s Insolvency. If a person claiming to be a
creditor of Company alleges in writing to Trustee that Company has become
Insolvent, Trustee shall determine whether Company is Insolvent and, pending
such determination, Trustee shall discontinue payment of benefits to Plan
participants or their beneficiaries.
(2) Unless
Trustee has actual knowledge of Company’s Insolvency, or has received notice
from Company or a person claiming to be a creditor alleging that Company is
Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent.
Trustee may in all events rely on such evidence concerning Company’s solvency as
may be furnished to Trustee and that provides Trustee with a reasonable basis
for making a determination concerning Company’s solvency.
(3) If
at any
time Trustee has determined that Company is Insolvent, Trustee shall discontinue
payments to Plan participants or their beneficiaries and shall hold the assets
of the Trust for the benefit of Company’s general creditors. Nothing in this
Trust Agreement shall in any way diminish any rights of Plan participants or
their beneficiaries to pursue their rights as general creditors of Company
with
respect to benefits due under the Plan or otherwise.
(4) Trustee
shall resume the payment of benefits to Plan participants or their beneficiaries
in accordance with Section 2 of this Trust Agreement only after Trustee has
determined that Company is not Insolvent (or is no longer
Insolvent).
(c)
Provided that there are sufficient assets, if Trustee discontinues the payment
of benefits from the Trust pursuant to Section 3(b) hereof and subsequently
resumes such payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Plan participants or their
beneficiaries under the terms of the Plan for the period of such discontinuance,
less the aggregate amount of any payments made to Plan participants or their
beneficiaries by Company in lieu of the payments provided for hereunder during
any such period of discontinuance.
Section
4. Payments to Company.
Except
as
provided in Section 3 hereof, after the Trust has become irrevocable, Company
shall have no right or power to direct Trustee to return to Company or to divert
to others any of the Trust assets before all payment of benefits have been
made
to Plan participants and their beneficiaries pursuant to the terms of the
Plan.
Section
5. Investment Authority.
(a)
Trustee
shall invest and reinvest the principal and income of the Trust as directed,
in
such form that is acceptable to Trustee, by Company. To the maximum extent
permitted by law, Trustee shall have no duty or responsibility (i) to advise
with respect to, or inquire as to the propriety of, any such investment
direction or (ii) for any investment decisions made with respect to the Trust
by
Company. In the absence of investment direction, Trustee shall have no
obligation to invest Trust assets, but may in its sole discretion: (i) invest
Trust assets in any manner permitted under Section 7(c); and/or (ii) appoint
an
investment manager to invest Trust assets with the expenses of such investment
manager paid out of Trust assets.
(b) In
no
event may Trustee invest in securities (including stock or rights to acquire
stock) or obligations issued by Company, other than a de minimis amount held
in
common investment vehicles in which Trustee invests. All rights associated
with
assets of the Trust shall be exercised by Trustee or the person designated
by
Trustee, and shall in no event be exercisable by or rest with Plan
participants.
(c) Company
shall have the right, at anytime, and from time to time in its sole discretion,
to substitute assets of equal fair market value for any asset held by the
Trust.
Section
6. Disposition of Income.
(a) During
the term of this Trust, all income received by the Trust, net of expenses and
taxes, shall be accumulated and reinvested.
Section
7. Duties and Powers of Trustee
(a) The
general responsibilities of Trustee shall be as follows:
(1) Except
as
expressly otherwise provided herein, Trustee shall have exclusive authority
and
discretion to manage and control the assets held in the Trust.
(2) Trustee
shall hold, administer, invest and reinvest, and disburse the Trust Fund in
accordance with the powers and subject to the restrictions stated
herein.
(3)
If
Trustee undertakes or defends any litigation arising in connection with this
Trust, Company agrees to indemnify Trustee against Trustee’s costs, expenses and
liabilities (including, without limitation, attorney’s fees and expenses)
relating thereto and to be primarily liable for such payments. If Company does
not pay such costs, expenses and liabilities in a reasonably timely manner,
Trustee may obtain payment from the Trust.
(4
)
Trustee, at the expense of the Trust or Company, may consult with legal counsel
(who may also be counsel for Company generally) with respect to any of its
duties or obligations hereunder.
(5)
Trustee, at the expense of the Trust or Company, may hire agents, accountants,
actuaries, investment advisors, financial consultants or other professionals
to
assist it in performing any of its duties or obligations hereunder.
(b)
Trustee shall discharge its duties hereunder solely
(1) for
the
exclusive purpose of:
(a) providing
benefits to each Plan participant and other persons entitled to benefits under
each Plan participant’s Plan; and
(b)
defraying reasonable expenses of administering the Trust; and
(2) with
the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims.
(c)
In
administering the Trust, Trustee, at the direction of Company, shall be
specifically authorized to:
(1) To
receive and hold all contributions paid to it.
(2) To
manage, operate, sell, contract to sell, grant options with respect to, convey,
exchange, partition, transfer, abandon, improve, repair, insure, lease for
any
term (although commencing in the future or extending beyond the term of this
Trust Agreement) and otherwise deal with all property, real or personal, in
such
manner, for such considerations, and on such terms and conditions as Trustee
shall decide.
(3) To
borrow
from anyone such amount or amounts of money as Trustee considers desirable
to
carry out the purpose of this Trust and for that purpose to mortgage or pledge
all or any part of the Trust Fund.
(4) To
retain
in cash (pending investment, reinvestment or payment of benefits) any reasonable
portion of the Trust Fund and to deposit cash in any depositary selected by
it,
including deposits in itself or its affiliates, provided such deposits bear
a
reasonable rate of interest.
(5) To
have
all rights of an individual owner, including the power to give proxies to vote
stocks, to join in or oppose (alone or jointly with others) voting trusts,
mergers, consolidations, foreclosures, reorganizations, recapitalizations or
liquidations, and to exercise or sell stock subscription or conversion
rights.
(6) To
hold
securities or other property in the name of Trustee or its nominee, or nominees,
or in such other form as it determines best, with or without disclosing the
trust relationship, provided the records of Trustee shall indicate the actual
ownership of such securities or other property.
(7) To
retain
any funds or property subject to any dispute without liability for the payment
of interest, and to decline to make payment or delivery thereof until final
adjudication is made by a court of competent jurisdiction.
(8) To
pay
any tax, charge or assessment attributable to any benefit which, in Trustee’s
opinion, it shall or may be required to pay out of such benefit; and to require
before making any payment such release or other document from any taxing
authority and such indemnity from the Plan participant as Trustee shall deem
necessary for its protection.
(9) To
furnish Company with such information in Trustee’s possession as Company may
need for tax or other purposes.
(10) To
perform any and all other acts in its judgment necessary or appropriate for
the
proper and advantageous management, investment and distribution of the Trust
Fund.
(d)
Except as otherwise expressly provided herein, Trustee shall have exclusive
authority and discretion to invest and reinvest the principal and income of
the
Trust in real or personal property of any kind and shall do so with the care,
skill, prudence, and diligence under the circumstances then prevailing that
a
prudent man acting in a like capacity and familiar with such matters would
use
in the conduct of an enterprise of a like character and with like aims. Trustee
shall diversify the investments of the Trust Fund by corporate or individual
trustees in or to certain kinds, types, or classes of investments or limiting
the value or proportion of the Trust assets that may be invested in any one
property or kind, type, or class of investment. Investments and reinvestments
shall be subject to the above standard, and without limiting the generality
of
the foregoing, shall also be subject to the following:
(1) Trustee
may invest and reinvest principal and income of the Trust in common, preferred,
and other stocks of any corporation (except stock in Company other than a
deminimis amount); voting trust certificates; interests in investment trusts,
including without limiting the generality thereof, participations issued by
an
investment company as defined in the Investment Company Act of 1940, as from
time to time amended; bonds, notes, and debentures, secured or unsecured;
mortgages on real or personal property; conditional sales contracts; and real
estate and leases.
(2) Trustee
may invest and reinvest the principal and income of the Trust through any common
or collective trust fund or pooled investment fund maintained by Trustee for
the
collective investment of funds held by it in a fiduciary capacity. The
provisions of the document governing any such common or collective trust fund
as
it may be amended from time to time shall govern any investment therein and
are
hereby made a part of this Trust Agreement.
(3) Trustee
may invest and reinvest principal and income of the Trust in deposits (including
savings accounts, savings certificates, and similar interest-bearing instruments
or accounts) in itself or its affiliates, provided such deposits bear a
reasonable rate of interest.
(4) Trustee
shall have, without exclusion, all powers conferred on Trustees by applicable
law, unless expressly provided otherwise herein, provided, however, that if
an
insurance policy is held as an asset of the Trust, Trustee shall have no power
to name a beneficiary of the policy other than the Trust, to assign the policy
(as distinct from conversion of the policy to a different form) other than
to a
successor Trustee, or to loan to any person the proceeds of any borrowing
against such policy.
(5) Notwithstanding
any powers granted to Trustee pursuant to this Trust Agreement or to applicable
law, Trustee shall not have any power that could give this Trust the objective
of carrying on a business and dividing the gains therefrom, within the meaning
of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.
(e)
Trustee shall be entitled to reasonable fees for its services hereunder. Such
fees and any expenses incurred by Trustee in connection with the Trust held
hereunder (including expenses and fees of persons employed by it) shall be
charged to the Trust. To the extent that the Trust does not pay such fees and
expenses, they shall be paid by Company. Company shall reimburse the Trust
to
the extent the Trust pays such fees and expenses out of funds not allocated
for
such fees or expenses.
(f)
Trustee shall maintain accurate and detailed records and accounts of all
transactions hereunder. Within thirty (30) days following the close of each
calendar quarter, or following the close of such other reporting period as
may
be agreed upon by Trustee and Company, Trustee shall file with Company a written
account setting forth the balance in the Trust Fund at the beginning of the
period. Trustee shall also file a written account listing the property held
in
the Fund as of the close of each period.
(g)
As
soon as practicable following the close of each fiscal year of the Trust and
following the effective date of the removal or resignation of any trustee,
Trustee shall file with Company a written report setting forth all transactions
with respect to the Trust during such fiscal year or during the period from
the
close of the last fiscal year to the date of such removal or resignation and
listing the assets of the Trust and the market value thereof as of the close
of
the period covered by such report.
(h)
Upon
the receipt by Trustee of Company’s written approval of any such written account
or report, or upon the lapse of ninety (90) days after Company’s receipt of each
written account or report, said written account or report shall be deemed to
be
approved by it except as to matters, if any, covered by written objections
theretofore delivered to Trustee by Company regarding which Trustee has not
given an explanation or made adjustments satisfactory to it. Trustee, to the
extent permitted by law, shall be released and discharged as to all items,
matters, and things set forth in such written account or report other than
the
matters covered in such written objections as provided herein. Trustee,
nevertheless, shall have the right to have its accounts approved by judicial
proceedings if it so elects, in which event Trustee and Company shall be the
only necessary parties. Further, in the event that Company duly delivers to
Trustee written objections to any matters set forth in any such written account
or report and said objections are not explained or adjusted to the satisfaction
of Company, each shall likewise have the right to have Trustee’s accounts
reviewed by judicial proceedings if it so elects, in which event Trustee and
Company shall be the only necessary parties.
(i)
Trustee shall have no obligation to enforce a Plan participant’s Plan on behalf
of a Plan participant except to pay out Trust Funds if and when deposited with
Trustee pursuant to this Trust Agreement.
(j) If
Trustee receives notice from any Plan participant objecting to and disputing
Company’s determination or the creditor’s written allegation that is Insolvent,
Trustee shall notify Company and the creditor alleging Insolvency, if any,
of
its or the Plan participant’s objection (the “Objection Notice”). Trustee shall
resume payments, including any benefits suspended, within 15 days from the
date
on which Trustee sends its Objection Notice to Company unless Company or the
creditor receives an injunctive relief order from a court of competent
jurisdiction in the State of Minnesota enjoining Trustee from making further
disbursements under this Trust Agreement because such court has determined
that
Company is Insolvent. Upon resumption of such payments, the first payment
following such discontinuance shall include the aggregate amount of all payments
which would have been made to each Plan participant (together with interest
at a
simple annual rate equal to the Base Rate as of the date payments were
suspended) in accordance with such Plan participant’s Plan. If a court of
competent jurisdiction in the State of Minnesota determines that Company is
Insolvent, Trustee shall deliver Trust Assets to satisfy claims of Company’s
general creditors as directed by a court of competent jurisdiction.
(k)
Trustee may, at the direction of Company, disburse money or properties to a
Plan
participant in advance of the date such payments are due pursuant to a Plan
participant’s Plan (hereinafter called “Advance Payment”) to the extent funds in
the Trust are available for such purpose, if the Plan participant has an
unforeseen emergency, as defined by Code Section 409A and the notices,
regulations and other guidance of general applicability issued thereunder,
and
such Advance Payment is permitted by the terms of the Plan. Such Advance Payment
shall reduce any subsequent benefit payments to which such Plan participant
may
be entitled under the terms of the Plan.
Section
8. Changes of Trustee
(a)
Trustee may resign at any time by written notice to Company, which shall be
effective 30 days after receipt of such notice unless Company and Trustee agree
otherwise.
(b)
Company’s Chief Executive Officer with the consent of all Plan participants and
beneficiaries may remove Trustee by giving thirty (30) days’ advance written
notice to Trustee, subject to providing the removed Trustee with a copy of
the
successor trustee’s acceptance of the trusteeship. Company’s Chief Executive
Officer shall appoint a successor trustee. The consent of each Plan participant
shall be sent to Trustee pursuant to Section 10(e).
(c)
If
Trustee resigns or is removed, it shall promptly transfer and deliver the assets
of the Trust to the successor trustee, after reserving such reasonable amount
as
it shall deem necessary to provide for its fees, expenses, and any sums
chargeable against the Trust Fund for which it may be liable. Within 120 days,
the resigned or removed trustee shall furnish to Company and the successor
trustee an account of its administration of the Trust from the date of its
last
account. Each successor trustee shall succeed to the title to the Trust Fund
vested in his predecessor without the signing or filing of any further
instrument, but any resigning or removed trustee shall execute all documents
and
do all acts necessary to vest title to any successor trustee. Each successor
shall have all the powers,rights and duties conferred by this Agreement as
if
originally named trustee. No successor trustee shall be personally liable for
any act or failure to act of a predecessor trustee.
(d) Upon
resignation or removal of Trustee and appointment of a successor Trustee, all
assets shall subsequently be transferred to the successor Trustee. The transfer
shall be completed within 30 days after receipt of notice of resignation,
removal or transfer, unless Company extends the time limit.
(e) If
Trustee resigned or is removed, a successor shall be appointed, in accordance
with this Section 8, by the effective date of resignation or removal under
paragraph(s) (A) of this section. If no such appointment has been made, Trustee
may apply to a court of competent jurisdiction for appointment of a successor
or
for instructions. All expenses of Trustee in connection with the proceeding
shall be allowed as administrative expenses of the Trust.
Section
9. Amendment and Termination
(a) This
Trust Agreement may be amended by a written instrument executed by Trustee
and
Company. Notwithstanding the foregoing, no such amendment shall conflict with
the terms of the Plan(s) or shall make the Trust revocable after is has become
irrevocable in accordance with Section 1(b) hereof.
(b) The
Trust
shall not terminate until the date on which Plan participants and their
beneficiaries are no longer entitled to benefits pursuant to the terms of the
Plan(s). Upon termination of the Trust any assets remaining in the Trust shall
be returned to Company.
(c) Upon
written approval of participants or beneficiaries entitled to payment of
benefits pursuant to the terms of the Plan(s), Company may terminate this Trust
prior to the time all benefit payments under the Plan(s) have been made. All
assets in the Trust at termination shall be returned to Company.
Section
10. Miscellaneous
(a) Benefits
payable to Plan participants and their beneficiaries under this Trust Agreement
may not be anticipated, assigned (either at law or in equity), alienated,
pledged, encumbered or subjected to attachment, garnishment, levy, execution
or
other legal or equitable process.
(b)
No
person dealing with Trustee shall be required to see to the application of
any
money paid or property delivered to Trustee, or to determine whether or not
Trustee is acting pursuant to any authority granted to it under the Trust
Agreement.
(c)
Company hereby agrees to indemnify Trustee for and to hold it harmless against
any and all liabilities, losses, costs or expenses (including legal fees and
expenses) of whatsoever kind and nature which may be imposed on, incurred by
or
asserted against Trustee at any time by reason of Trustee’s service under this
Trust Agreement, unless such liabilities, losses, costs or expenses (including
legal fees and expenses) result from Trustee’s negligence or intentional
misconduct. This indemnification shall survive the termination of this Trust
Agreement.
(d)
Evidence required by anyone under this Trust Agreement may be by certificate,
affidavit, document or other instrument which the person acting in reliance
thereon considers pertinent and reliable, and signed, made or presented by
the
proper party.
(e)
Any
notice or consent required under this Trust Agreement shall be in writing and
shall be deemed to have been duly given or served if delivered in person or
deposited in the United States mail, return receipt requested, and sent to
the
address set forth next to such party’s signature, at the end of this Trust
Agreement, or if to a person not a party to this Trust Agreement, to the address
designated by a party to this Trust Agreement in the foregoing manner. Any
party
may change his address by giving notice in writing, stating his new address,
to
the other party. Commencing on the tenth (10th) day after the giving of such
notice, such newly designated address shall be such party’s address for the
purpose of all notices and consents permitted or required to be given or served
under this Trust Agreement. For purposes of this Trust Agreement, the date
on
which any notice or consent is sent shall be the date of the United States
postmark stamped on the “Receipt for Certified Mail” or on the envelope in which
the notice or consent is mailed in. For purposes of this Section 10(e), each
Plan participant shall be treated as a party to this Trust Agreement. Any notice
or consent required to be sent to a Plan participant under this Trust Agreement
shall be sent to such Plan participant at the address set forth next to such
Plan participant’s name in Exhibit A. Unless otherwise provided herein, any
notice or consent required to be sent by Company pursuant to this Trust
Agreement shall be signed by the Chief Executive Officer and Chief Financial
Officer of Company.
(f)
Any
provision of this Trust Agreement prohibited by law shall be ineffective to
the
extent of any such prohibition, without invalidating the remaining provisions
hereof.
(g)
This
Trust Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and no other counterpart need be
produced.
(h)
This
Trust Agreement shall be governed by and construed in accordance with the laws
of Minnesota.
(i)
This
Trust Agreement shall be binding on Company and Trustee and their successors.
Nothing in this Trust Agreement shall alter, change or modify a Plan
participant’s Plan.
(j)
For
purposes of this Trust Agreement, the terms in this subparagraph have the
meanings as indicated herein.
(1) “Trust
Fund” shall mean all money and the fair market value of all property contributed
pursuant to Article III herein by Company and all investments made therewith
and
proceeds thereof and all earnings and profits thereon, less the payments made
by
Trustee as authorized herein.
(2) “Person”
shall mean any individual, firm, partnership, trust or other entity, and shall
include any successor (by merger or otherwise) of such activity.
(3) “Change
of Control” shall have the meaning set forth in Section 7(c) of the Plan.
Section
11. Effective Date
The
effective date of this Trust Agreement shall be February 15, 2007.
IN
WITNESS WHEREOF,
Company
and Trustee have caused these presents to be signed by their duly authorized
officers the day and year first above written.
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ANALYSTS
INTERNATIONAL CORPORATION
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By
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__________________________________ |
| __________________________________ | |
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Typed name and Title
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WACHOVIA
BANK , AS TRUSTEE
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By
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__________________________________ |
| __________________________________ | |
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Typed name and Title
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