Exhibit 10.1 March 31, 2005 CONFIDENTIAL Mr. Warren B. Schmidgall 3630 S.W. Canterbury Topeka, KS 66610 Re: Non-renewal of Employment Agreement Dear Warren: As you and I have discussed, the Company does not intend to renew your Employment Agreement when it expires on September 30, 2005. This letter will describe our agreement regarding your continuing terms of employment and your resignation from the Company, amending your Employment Agreement. From the date of this letter through the termination of your Employment Agreement on September 30, 2005 or the effective date of your resignation, whichever occurs sooner, the Company will employ you in the capacity of Executive Vice President. The following terms will apply to your employment and post-employment: (1) You will be eligible to continue to participate in "Employee Welfare Plans" as outlined in the Employment Agreement for a period of 18 months from September 30, 2005 or the effective date of your resignation, whichever occurs sooner. You will be eligible for an additional 18 months of COBRA coverage at the end of the first 18 months, at your expense. Your participation in these plans will end earlier, however, when you are eligible to participate in the health plan of another employer. (2) You have already received a payment of $22,000 and options to buy 9,000 shares of stock under the Company's Salaried Bonus plan, as set out in Section 3.1 of the Employment Agreement. You will be eligible to participate further in the Bonus plan at the "norm" bonus level, with no individual modifier applied, but only to a maximum potential additional cash bonus of $30,000; (3) You will be eligible for continued vesting of restricted shares and stock options through September 30, 2005. (4) You will be eligible to exercise any vested stock options through September 30, 2008. (5) The duties of your position will include the following: (1) oversight of the Company's Human Resources function; (2) oversight of the Information Technology function, specifically strategy development, in conjunction with George Shadid; and (3) such other job duties as specifically assigned by George Shadid and/or me.
(6) I will provide reasonable assistance to you in obtaining new employment. (7) You will be permitted to conduct your search for new employment during your regular working hours on an as-needed basis. Starting July 1, 2005, you will be released from your duties under (5), above, in order to allow you to spend your full time in search of new employment. You will continue to be paid as required under your Employment Agreement through September 30, 2005, unless you resign earlier. During this period you may maintain your office at AIPC, including utilization of your company provided computer and cell phone. You will also be provided outplacement support with Right Management Consultants, not to exceed $7,500 during this period. (8) You will be covered by the Officer Indemnification Agreement as approved by the Board of Directors at its February 2, 2005 meeting. You agree to items (1) - (8), above, and that the terms and conditions set out in this letter are not and will not be considered a material diminution in your position, authority, duties or responsibilities, a failure to pay compensation due, or a material failure or refusal to comply with your Employment Agreement under Section 7.4 of your Employment Agreement. You further agree that in exchange for the post-separation consideration set out in this Agreement, upon separation from employment with the Company on or before September 30, 2005, you will fully release and forever discharge Company by executing a separate agreement containing a release similar to that set forth below in the form proposed by the Company: To the maximum extent permitted by law and without exception, Employee releases and waives any and all claims, demands, or causes of action (collectively "claims") known or unknown, suspected or unsuspected, that Employee has or could have against the Company and/or any or all of its current and/or former parent corporations, current and/or former subsidiary corporations, current and/or former directors, current and/or former officers, current and/or former fiduciaries, current and/or former employees, current and/or former agents, current and/or former successors, current and/or former assigns, and/or other entities currently and/or formerly affiliated with or related to the Company (collectively hereinafter "the Company Affiliates"), which claims include, but are not limited to, claims under any federal and/or state Constitution; claims under any federal, state, and/or local common law, including claims sounding in tort and/or contract; claims under any federal, state, and/or local public policy; claims under the Employee Retirement Income Security Act; claims under the Family and Medical Leave Act; claims under the Equal Pay Act; claims for workers' compensation retaliation and/or discrimination; claims under the Fair Labor Standards Act and/or any other federal, state, and/or local wage payment law; claims for discrimination (including harassment) and/or retaliation under any federal, state, and/or local law, including but not limited to 42 U.S.C. ss. 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and/or any other federal, state, and/or local law, statute, ordinance, and/or regulation; claims under any and all other federal, state, and/or local laws, statutes, ordinances, regulations, and/or common law; and claims under any -2-
practice and/or policy of the Company, including but not limited to any benefit plan of the Company and/or any of the Company Affiliates. You expressly agree that the circumstances and/or the discussions leading to this letter are confidential and, as such you will not communicate the circumstances or the discussions leading to this letter ("Confidential Information") other than to your immediate family members, to your attorney, to your accountant, to governmental taxing authorities, or if compelled by a court of competent jurisdiction or otherwise required by law. The Company may file a copy of this letter with the SEC, as required by law. You agree to extend the expiration date of your non-competition agreement, as set out in Section 4 (4.1 - 4.5 inclusive) of your Employment Agreement, to September 30, 2009. You agree that the term of the restriction on competition is necessary for the protection of the Company's protectable interests, reasonable in duration and scope, may be enforced through injunction, and, if found for any reason not to be enforceable as written, are to be reformed only so far as is necessary to be enforceable and not declared generally unenforceable based on such overbreadth. This letter and your Employment Agreement contain the entire agreement between you and the Company with respect to your employment and/or September 30, 2005, or earlier, separation from employment, and no modification or waiver of any provision of this letter will be valid unless in writing and signed by you and the Company. Please review the provisions of this letter and sign it below indicating your agreement and acceptance of its terms. Sincerely, /s/ Timothy S. Webster Timothy S. Webster THE PARTIES ARE CAUTIONED THAT, BY COMPLETING AND EXECUTING THIS LETTER AGREEMENT, LEGAL RIGHTS AND DUTIES ARE CREATED. THEY ARE ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL AS TO ALL MATTERS CONTAINED IN THIS DOCUMENT. The terms of the letter have been reviewed by me and I agree with and accept them. /s/ Warren B. Schmidgall ----------------------------------------- Warren B. Schmidgall Date: March 31, 2005 ------------------------------------ -3-