Baldwin Change In Control Agreement

Exhibit A




CHANGE OF CONTROL AGREEMENT




Parties: Analysts International Corporation ("Company")

3601 West 76th Street, Suite 200 Minneapolis, MN 55435



Elmer Baldwin ("Executive")




Effective Date: November 1, 2007



RECITALS:





1. Executive has been employed by the Company since November 1, 2007 and currently serves as the Chief Executive Officer of the Company, and Executive has extensive knowledge and experience relating to the Company's business.





2. The parties recognize that a "Change of Control" may materially change or diminish Executive's responsibilities and substantially frustrate Executive ?s commitment to the Company.





3. The parties further recognize that it is in the best interests of the Company and its stockholders to provide certain benefits payable upon a "Change of Control Termination ? to encourage Executive to continue in his/her position in the event of a Change of Control, although no such Change of Control is now contemplated or foreseen.





4. The parties further desire to provide certain benefits payable upon a termination of Executive's employment following a Change of Control.





5. The parties further acknowledge and agree that this Agreement supersedes any and all prior agreements relating to benefits payable upon a termination of Executive ?s employment following a Change of Control.
















AGREEMENTS:





1. Term of Agreement. Except as otherwise provided herein, this Agreement shall commence on the date executed by the parties and shall continue in effect until the third anniversary of the date set forth above; provided, however, that if a Change of Control of the Company shall occur during the term of this Agreement, this Agreement shall continue in effect for a period of twelve (12) months beyond the date of such Change of Control. If, prior to the earlier of the third anniversary of this Agreement or a Change of Control, Executive's employment with the Company terminates for any reason or no reason, or if Executive no longer serves as an executive officer of the Company, this Agreement shall immediately terminate, and





Executive shall not be entitled to any of the compensation and benefits described in this Agreement. Any rights and obligations accruing before the termination or expiration of this Agreement shall survive to the extent necessary to enforce such rights and obligations.





2. "Change of Control." For purposes of this Agreement, "Change of Control" shall mean any one or more of the following events occurring after the date of this Agreement:





(a) The purchase or other acquisition by any one person, or more than one person acting as a group, of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total combined value or total combined voting power of all classes of stock issued by the Company; provided, however, that if any one person or more than one person acting as a group is considered to own more than 50% of the total combined value or total combined voting power of such stock, the acquisition of additional stock by the same person or persons shall not be considered a Change of Control;





(b) A merger or consolidation to which the Company is a party if the individuals and entities who were shareholders of the Company immediately prior to the effective date of such merger or consolidation have, immediately following the effective date of such merger or consolidation, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power of all classes of securities issued by the surviving entity for the election of directors of the surviving corporation;





(c) Any one person, or more than one person acting as a group, acquires or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons, direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of stock of the Company constituting more than fifty-percent (50%) of the total combined voting power of all classes of stock issued by the Company;





(d) The purchase or other acquisition by any one person, or more than one person acting as a group, of substantially all of the total gross value of the assets of the Company during the twelve-month period ending on the date of the most recent purchase or other acquisition by such person or persons. For purposes of this Section 2(d), "gross value" means the value of the assets of the Company or the value of the assets being disposed of, as the case may be, determined without regard to any liabilities associated with such assets;









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(e) A change in the composition of the Board of the Company at any time during any consecutive twelve (12) month period such that the "Continuity Directors ? cease for any reason to constitute at least a sixty-six and two-thirds percent (66-2/3%) majority of the Board. For purposes of this event, "Continuity Directors" means those members of the Board who either:





(1) were directors at the beginning of such consecutive twelve (12) month period; or





(2) were elected by, or on the nomination or recommendation of, at least a two-thirds (2/3) majority of the then-existing Board of Directors.





In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Code Section 409A and the regulations, notices and other guidance of general applicability issued thereunder.





3. "Change of Control Termination." For purposes of this Agreement, "Change of Control Termination" shall mean any of the following events occurring upon or within twelve (12) months after a Change of Control:





(a) The termination of Executive's employment by the Company for any reason, except for termination by the Company for "cause. ? For purposes of this Agreement, " cause" shall have the same meaning as set forth in Executive's employment agreement with the Company, if any, as amended from time to time. If Executive does not have an employment agreement with the Company, then "cause" shall mean (i) Executive's material failure or neglect, or refusal to perform, the duties and responsibilities of Executive's position and/or the reasonable direction of the Board of Directors; (ii) Executive's material failure to comply with the reasonable policies, regulations and directives of the Company as in effect from time to time; (iii) the commission by Executive of any willful, intentional or negligent act that has the effect of materially injuring the reputation, business or performance of the Company; or (iv) Executive's conviction of, or Executive's guilty or nolo contendere plea with respect to, any crime punishable as a felony; or Executive's conviction of, or Executive's guilty or nolo contendere plea with respect to, any crime involving moral turpitude; or any bar against Executive from serving as a director, officer or executive of any firm the securities of which are publicly-traded. For purposes of this Section 3(a), an act or failure to act by Executive shall not be " willful" unless it is done, or omitted to be done, ...