WERNER HOLDING CO INC /PA/
EXHIBIT 10.38
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>3
<FILENAME>l92974aex10-38.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>
<PAGE>
                                                                   Exhibit 10.38


                              EMPLOYMENT AGREEMENT


         This Employment Agreement ("this Agreement") is made and entered into
as of September 24, 2001 (the "Effective Date"), by and between Werner Co., a
Pennsylvania corporation (the "Company"), and Edward W. Gericke ("Executive").


         The Company hereby agrees to employ Executive, and Executive hereby
accepts such employment, on the terms and conditions hereinafter set forth.

1.       POSITION.

         From the Effective Date until the termination of Executive's employment
hereunder (the "Period of Employment"), Executive shall serve in the capacity
indicated on Schedule 1 hereto, and shall have the normal duties and
responsibilities commensurate with such position. During the Period of
Employment, Executive will (a) during normal business hours, devote his full
time and exclusive attention to, and use his best efforts to advance, the
business and welfare of the Company, and (b) not engage in any other employment
activities for any direct or indirect remuneration without the concurrence of
the Executive's Supervisor and the Board of Directors (the "Board"), provided,
however, Executive may serve on corporate, charitable and community boards so
long as such activities do not unreasonably interfere with the performance of
his duties under this Agreement and provided that any such activities are
approved in advance by the Executive's Supervisor and the Board, which approval
will not be unreasonably withheld.

2.       PLACE AND TERM OF EMPLOYMENT.

         (a) Executive's office shall be at the location set forth on Schedule 1
attached hereto.

         (b) Subject to Section 6 hereunder, the term of this Agreement shall be
through September 23, 2004. This Employment Agreement shall be automatically
renewed for successive one (1) year periods unless either party gives notice
otherwise within 12 months, but not less than 6 months prior to an expiration.



                                       1
<PAGE>


3.       COMPENSATION.

         3.1 BASE SALARY. Effective as of September 24, 2001 the Company shall
pay Executive the per annum Base Salary indicated on Schedule 1 attached hereto
during the Period of Employment payable biweekly and otherwise in accordance
with the standard policies of the Company and subject to payroll deductions as
may be necessary or customary in respect of the Company's salaried employees in
general. Thereafter Executive's Base Salary hereunder shall be subject to annual
review.

         3.2 PERFORMANCE BASED COMPENSATION. In addition to the Base Salary
provided for in Section 3.1 hereof, commencing on September 24, 2001, Executive
shall be eligible to receive an annual cash bonus (prorated based on service)
earned during the calendar year in an amount equal to 60% of the Base Salary in
effect at the end of such calendar year based upon the extent to which Werner
Holding Co. (PA), Inc.'s ("Holdings") consolidated Earnings Before Interest,
Taxes, Depreciation and Amortization ("EBITDA"), as defined in EXHIBIT 1
hereto, equals or exceeds the percentages of target annual EBITDA with respect
to such fiscal year in accordance with the attached Exhibit 3.

The EBITDA target for the fiscal year 2001 is $72 million and for future years
shall be set by Holdings' Board of Directors as part of its annual budgeting
process.

         Executive shall also be eligible to receive an additional annual cash
bonus at the discretion of the Executive's Supervisor and the Board based upon
the evaluation of Executive's performance for each fiscal year of Holdings
during the Period of Employment. Bonuses will be payable no later than April of
the respective years following the years with respect to which they were earned.

4.       BENEFITS.

         During the Period of Employment, Executive shall be entitled to
participate in all benefit plans and programs maintained by the Company which
are available to its executive officers or employees generally, including any
and all perquisites, provided that, (i) Executive's right to participate in such
plans and programs shall not affect the Company's right to amend or terminate





                                       2
<PAGE>


the general applicability of such plans and programs, and (ii) Executive
acknowledges that he shall have no vested rights under or to participate in any
such plan or program except as expressly provided under the terms thereof. The
Company shall provide the Executive with the benefits described on Exhibit 2
hereto, provided, however, the benefits so described may be amended or
terminated by the Board.


5.       EXPENSES; TAXES.

         Upon presentation of acceptable substantiation therefor, the Company
will pay or reimburse Executive for such reasonable travel, entertainment and
other expenses as he may incur during the Period of Employment in connection
with the performance of his duties hereunder. Federal, state and local income
taxes shall be withheld on all cash and in-kind payments made by the Company to
Executive in accordance with applicable tax laws and regulations.


6.       TERMINATION OF EMPLOYMENT.

         The provisions of this Section 6 shall apply upon termination of
Executive's employment hereunder. In connection with any termination of
Executive's employment hereunder, Executive or his beneficiaries shall be
entitled to receive, pro-rated as appropriate, earned but unpaid Base Salary,
unreimbursed amounts pursuant to Section 5 hereof, and unpaid and unreimbursed
payments and benefits under, and in accordance with the terms of, applicable
benefit plans and programs, said payments being collectively referred to as
Standard Termination Payments.


         6.1 FOR CAUSE OR NOT FOR GOOD REASON. If the Company terminates
Executive's employment for Cause (as hereinafter defined) dr if Executive
terminates his employment other than for Good Reason (as defined in Section
6.3), the Company's obligations to compensate Executive shall in all respects
cease as of the date of such termination, except for Standard Termination
Payments. Termination of Executive's employment for "Cause" shall mean
termination by the Company because Executive:


               (i) has been convicted of a felony, or has entered a plea of
guilty or NOLO CONTENDERE to a felony;



                                       3
<PAGE>


         (ii) has committed an act of fraud involving dishonesty for personal
gain which is materially injurious to the Company;

         (iii) has willfully and continually refused to substantially perform
his duties with the Company (other than any such refusal resulting from his
incapacity due to mental illness or physical illness or injury), after a demand
for substantial performance has been delivered to the Executive by the
Executive's Supervisor and the Board, where such demand specifically identifies
the manner in which the Executive's Supervisor and the Board believe that the
Executive has refused to substantially perform his duties and the passage of a
reasonable period of time for Executive to comply with such demand; or


         (iv) has willfully engaged in gross misconduct materially and
demonstrably injurious to the Company or its subsidiaries.


         For purposes of this paragraph, no act or failure to act on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by the Executive not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company or its subsidiaries.
Notwithstanding the foregoing, with respect to termination for Cause arising out
of conduct described in clause (ii), (iii) or (iv) above, a termination shall
not be considered for Cause for purposes of this Agreement unless there shall
have been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire Board, at a
meeting of the Board called and held for that purpose (after reasonable notice
to the Executive and an opportunity for the Executive, together with his counsel
or other advisors, to be heard at such meeting), finding that in the good faith
opinion of the Board the Executive had engaged in conduct described in clause
(ii), (iii) or (iv) above and specifying the particulars thereof in detail. Such
a finding by the Board of Directors of the Company is a prerequisite to a
termination for Cause pursuant to clauses (ii), (iii) or (iv) above; PROVIDED,
HOWEVER, that such a finding may be challenged, by appropriate judicial process,
on the merits (i.e., that Cause did not exist) or on the basis that the Board's
finding was not made in good faith (provided that proof that Cause for
termination existed shall be a complete defense to any showing that the Board's
findings were not made in good faith).



                                       4
<PAGE>


         If the Executive terminates his employment other than for Good Reason,
the Executive must provide the Company with thirty (30) days written notice
prior to such termination.

         6.2 UPON DEATH OR PERMANENT DISABILITY. If Executive's employment is
terminated as a result of death or Permanent Disability (as hereinafter
defined), the Company's obligation to compensate Executive shall in all respects
cease as of the date of such termination, except for Standard Termination
Payments including all applicable disability benefits. The Company may terminate
Executive's employment hereunder attributable to the "Permanent Disability" of
Executive if Executive becomes physically or mentally incapacitated or disabled
so that he is unable to perform for the Company substantially the same services
as he performed prior to incurring such incapacity or disability (the Company,
at its option and expense, is entitled to retain a physician reasonably
acceptable to Executive to confirm the existence of such incapacity or
disability, and the determination of such physician shall be binding upon the
Company and Executive), and such incapacity or disability exists for an
aggregate of six (6) calendar months in any twelve (12) calendar month period.

         6.3 NOT FOR CAUSE OR FOR GOOD REASON. If (i) Executive's employment is
terminated by the Company for a reason other than Cause, Executive's death or
Executive's Permanent Disability, or (ii) Executive terminates his employment
for Good Reason (as hereinafter defined), the Company's obligation to compensate
Executive shall in all respects cease as of the date of such termination, except
(a) for Standard Termination Payments, (b) that the Company will pay to
Executive an amount equal to (1) twelve (12) month's of the Executives base
salary in effect at the time of such termination paid in twelve (12) equal
monthly payments over the next twelve (12) months, payments shall be
discontinued to the extent Executive receives income from subsequent employment;
and (2) the bonus that the Executive received (or earned but did not receive)
for the fiscal year immediately preceding the fiscal year in which his
employment terminated, and (c) that the Company will, for a period of twelve
(12) months following said date of termination, provide Executive with
retirement benefits and welfare (including any life insurance, hospitalization,
medical and disability) benefits, substantially similar to those provided to
Executive as of the date of termination, provided that such welfare benefits
shall be discontinued to the extent Executive receives similar benefits from
subsequent employment. For



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<PAGE>

purposes of this Agreement, "Good Reason" shall mean (1) a reduction by the
Company in the Executive's bonus opportunities or, except as specifically
provided herein, base salary as in effect on the Effective Date or as the same
may be increased from time to time; (2) unless the members of the Board
appointed pursuant to Section 4(iii) of the Shareholder Agreement dated as of
the date hereof agree to such reduction or other action, any material reduction
in the level of benefits (including participation in any bonus plan) to which
the Executive is entitled under one or more employee benefit plans on the
Effective Date, or the taking of any action by the Company which would adversely
affect the Executive's accrued benefits under any such employee benefit plans or
deprive the Executive of any material fringe benefit enjoyed by the Executive on
the Effective Date; (3) a demand by the Company to the Executive to relocate to
any place that exceeds a fifty (50) mile radius beyond the location at which the
Executive performed the Executive's duties on the Effective Date; or (4) any
material breach by the Company of any provision of this Agreement.

         6.4 RELEASE AND SATISFACTION. At the time of termination of Executive's
employment, Executive and the Company agree to execute mutual releases whereby
(a) Executive will release, relinquish and forever discharge the Company and any
director, officer, employee, shareholder, controlling person or agent of the
Company from any and all claims, damages, losses, costs, expenses, liabilities
or obligations, whether known or unknown (except as set forth in Section 6.5
hereof other than any such claims, damages losses, costs, expenses, liabilities
or obligations arising under (i) any indemnification arrangement of the Company
with respect to Executive, (ii) any employee benefit plan or program (whether or
not tax-qualified) covering Executive, (iii) any stock purchase or stock option
plan or agreement to which the Company and Executive are parties (or any
document executed in connection therewith) or (iv) this Agreement, to the extent
the Company or any such person has continuing obligations pursuant to the
express provisions hereof following such termination), which Executive has
incurred or suffered or may incur or suffer as a result of Executive's
employment by the Company or the termination of such employment, and (b) the
Company will release, relinquish and forever discharge Executive and his heirs,
successors and assigns from any and all claims, damages, losses, costs,
expenses, liability or obligations, whether known or unknown (except as set
forth in Section 6.5 hereof and



                                       6
<PAGE>


other than any such claims, damages, losses, costs, expenses, liabilities or
obligations arising under any of the arrangements or agreements referred to in
clauses (i) through (iii) in the preceding clause (a) of this Section 6.4 or
under this Agreement to the extent Executive or any such person has continuing
obligations pursuant to the express provisions hereof following such
termination), which the Company has incurred or suffered or may incur or suffer
as a result of the Company's employment of Executive or the termination of such
employment.

         6.5 EFFECT ON THIS AGREEMENT. The termination of Executive's employment
shall not affect the continuing operation and effect of Sections 6.4 and 7
hereof, nor affect any obligation of the Company to make payments pursuant to
Section 6 hereof, which shall continue in full force and effect upon the Company
and Executive, and its and his heirs, successors and assigns. Nothing in Section
6.1 or 6.4 hereof shall be deemed to operate or shall operate as a release,
settlement or discharge of any liability of Executive to the Company (a) from
any act or omission by Executive enumerated in Section 6.1 which constituted a
reason for termination of Executive's employment for Cause or (b) in connection
with any amount Executive owes to the Company pursuant to a loan or other
advance.


         6.6 MITIGATION. Executive shall not be required to mitigate the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise nor will any payments provided for herein be subject to offset in
respect of any claims which the Company may have against Executive and, except
as specifically provided herein, the amount of any payment or benefit provided
for in this Agreement shall not be reduced by any compensation earned or
benefits received by Executive as the result of employment by a future employer,
by offset against any amount claimed to be owed by him to the Company, or
otherwise.

7.       NON-COMPETITION; NON-DISCLOSURE OF PROPRIETARY INFORMATION, SURRENDER
         OF RECORDS; INVENTIONS AND PATENTS.

         7.1      NON-COMPETITION

         (a) Executive acknowledges that in the course of his employment with
the Company he will become familiar with the trade secrets and other
confidential information of the Company and its subsidiaries and that his
services will be of special, unique and extraordinary



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<PAGE>


value to the Company. Therefore, Executive agrees that, during the Period of
Employment and for two (2) years thereafter (the "Noncompete Period"), he shall
not directly or indirectly own, manage, control, participate in, consult with,
render services for, or in any manner engage in any business competing with the
businesses of the Company or any of its subsidiaries (i) which relates to (A)
the manufacturing or sale of climbing equipment or (B) aluminum extrusions or
(ii) which is commenced by the Company or any of its subsidiaries after the
Effective Date and as of the date of termination constitutes or will constitute
a material portion of the Company's overall future business within the United
States and any other geographical area in which the Company or any of its
subsidiaries engage in such businesses. Nothing herein shall prohibit Executive
from being a passive owner of not more than 2% of the outstanding equity of any
class of a corporation or other entity which is publicly traded so long as
Executive has no active participation in the business of such corporation.

         (b) During the Noncompete Period, Executive shall not directly or
indirectly through another entity (i) induce or attempt to induce any employee
of the Company or any of its subsidiaries to leave the employ of such person, or
in any way interfere with the employee relationship between the Company or any
of its subsidiaries and any employee thereof, (ii) hire any person who was an
employee of the Company or any subsidiary of the Company at any time during the
Employment Period (other than individuals who have not been employed by the
Company or any subsidiary of the Company for a period of at least one (1) year
prior to employment by Executive directly or indirectly through another entity),
or (iii) induce or attempt to induce any customer, supplier, licensee or other
person having a business relationship with the Company or any of its
subsidiaries (A) which relates to (x) the manufacturing or sale of climbing
equipment or (y) aluminum extrusion or (B) which is commenced by the Company or
any of its subsidiaries after the Effective Date and as of the date of
termination constitutes or will constitute a material portion of the Company's
overall future business to cease doing business with the Company or such
subsidiaries, or interfere materially with the relationship between any such
customer, supplier, licensee or other person having a business relationship with
the Company or any of its subsidiaries.




                                       8
<PAGE>


         7.2 PROPRIETARY INFORMATION. Executive agrees that he shall not use for
his own purpose or for the benefit of any person or entity other than the
Company or its shareholders or affiliates, nor otherwise disclose to any
individual or entity at any time while he is employed by the Company or
thereafter any proprietary information of the Company unless such disclosure (a)
has been authorized by the Board, (b) is in the good faith judgment of Executive
required in the course of Executive's employment hereunder, (c) is in the course
of such individual's or entity's employment or retention by the Company, or (d)
is required by law, a court of competent jurisdiction or a governmental or
regulatory agency. For purposes of this Agreement, the term "proprietary
information" shall mean: (a) the name or address of any customer, supplier or
affiliate of the Company or any information concerning the transactions or
relations of any customer, supplier or affiliate of the Company or any of its
shareholders; (b) any information concerning any product, technology or
procedure employed by the Company, but not generally known to its customers,
suppliers or competitors, or under development by or being tested by the
Company, but not at the time offered generally to customers or suppliers; (c)
any information relating to the marketing methods, sales margins, discounts,
rebates, supplier incentives, or the like, the capital structure, or results of
any business plan of the Company; (d) any information contained in the Company's
policies and procedures or employees' manual; (e) any inventions, innovations,
trade secrets or other items covered by Section 7.4 below; and (f) any other
information which the Board has determined by resolution and communicated to
Executive to be confidential or proprietary. However, proprietary information
shall not include any information that is or becomes generally known to the
public other than through actions of Executive in violation of Sections 7.1, 7.2
or 7.3 hereof or any information which become available to Executive on a
non-confidential basis from a source other then the Company, its affiliates or
their respective employees, provided that such source is not known to Executive
to be subject to any obligation of secrecy to the Company or its affiliates
provided that such information was unsolicited and that with regard thereto
Executive took no action.

         7.3 CONFIDENTIALITY AND SURRENDER OF RECORDS. Executive agrees that,
while he is employed by the Company or at any time thereafter, he shall not
except as required by law give any "confidential records" (as hereinafter
defined) to, or permit any inspection or copying of



                                       9
<PAGE>

confidential records by, any individual or entity other than in the course of
such individual's or entity's employment or retention by the Company or as
required by law, a court of competent jurisdiction, or a governmental or
regulatory agency, nor shall he retain any of the same following termination of
this employment, without the prior approval of the Board. For purposes hereof,
"confidential records" means all correspondence, memoranda, files, manuals,
financial, operating or marketing records, magnetic tape, or electronic or other
media of any kind which may be in Executive's possession or under his control or
accessible to him which contain any proprietary information as defined in
Section 7.2 above.

         7.4 INVENTIONS AND PATENTS. Executive agrees that all inventions,
innovations, trade secrets, patents and processes in any way relating, directly
or indirectly, to the Company's or its subsidiaries' businesses developed by him
alone or in conjunction with others at any time during his employment by the
Company shall belong to the Company. Executive will use his best efforts to
perform all actions reasonably requested by the Executive's Supervisor or the
Board to establish and confirm such ownership by the Company.

         7.5 DEFINITION OF COMPANY. For purposes of this Section 7, the term
"Company" shall include Holdings and any and all of its subsidiaries, ventures
or affiliates (including the Company and any and all of its subsidiaries,
ventures or affiliates) whether currently existing or hereafter formed.

         7.6 ENFORCEMENT. The parties hereto agree that the duration and area
for which the covenants set forth in Section 7 are to be effective are
reasonable. In the event that any court or arbitrator determines that the time
period or the area, or both of them, are unreasonable and that any of the
covenants are to that extent unenforceable, the parties hereto agree that such
covenants will remain in full force and effect, first, for the greatest time
period, and second, in the greatest geographical area that would not render them
unenforceable. The parties intend that this Agreement will be deemed to be a
series of separate covenants, one for each and every county of each and every
state of the United States of America. Executive agrees that damages are an
inadequate remedy for any breach of the covenants in this Section 7 and that the
Company will, whether or not it is pursuing any potential remedies at law, be
entitled to equitable relief in the




                                       10
<PAGE>



form of preliminary and permanent injunctions without bond or other security
upon any actual or threatened breach of this Agreement.

8.       MISCELLANEOUS.

         8.1 NOTICE. Any notice required or permitted to be given hereunder
shall be deemed sufficiently given if sent by registered or certified mail,
postage prepaid, addressed to the addressee at his or its address last provided
the sender in writing by the addressee for purposes of receiving notices
hereunder or, unless or until such address shall be so furnished, to the address
indicated opposite his or its signature to this Agreement. Each party may also
provide notice by sending the other party a facsimile at a number provided by
such other party.

         8.2 MODIFICATION AND NO WAIVER OF BREACH. No waiver or modification of
this Agreement shall be binding unless it is in writing signed by the parties
hereto. No waiver by a party of a breach hereof by the other party shall be
deemed to constitute a waiver of a future breach, whether of a similar or
dissimilar nature, except to the extent specifically provided in any written
waiver under this Section 8.2.

         8.3 GOVERNING LAW. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the Commonwealth of Pennsylvania,
and all questions relating to the validity and performance hereof and remedies
hereunder shall be determined in accordance with such law.

         8.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.

         8.5 CAPTIONS. The captions used herein are for ease of reference only
and shall not define or limit the provisions hereof.

         8.6 ENTIRE AGREEMENT. This Agreement together with any agreement, plans
or other documents implementing the terms of this Agreement constitute the
entire agreement between




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<PAGE>


the parties hereto relating to the matters encompassed hereby and supersede any
prior oral or written agreements.

         8.7 ASSIGNMENT. The rights of the Company under this Agreement may,
without the consent of Executive, be assigned by the Company, in its sole and
unfettered discretion, to any person, firm, corporation or other business entity
which at any time, whether by purchase, merger, or otherwise, directly or
indirectly, acquires all or substantially all of the stock, assets or business
of the Company.

         8.8 NON-TRANSFERABILITY OF INTEREST. None of the rights of Executive to
receive any form of compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary disposition or by the
laws of descent and distribution upon the death of Executive. Any attempted
assignment, transfer, conveyance, or other disposition (other than as aforesaid)
of any interest in the rights of Executive to receive any form of compensation
to be made by the Company pursuant to this Agreement shall be void.

         8.9 ARBITRATION. Any dispute, claim or controversy arising out of or
relating to this Agreement, or the breach, termination or validity hereof, shall
be finally settled by arbitration in accordance with the then-prevailing
Commercial Arbitration Rules of the American Arbitration Association, as
modified herein ("Rules"). There shall be one arbitrator who shall be jointly
selected by the parties. If the parties have not jointly agreed upon an
arbitrator within twenty days of respondent's receipt of claimant's notice of
intention to arbitrate, either party may request the American Arbitration
Association to furnish the parties with a list of names from which the parties
shall jointly select an arbitrator. If the parties have not agreed upon an
arbitrator within ten days of the transmittal date of the list, then each party
shall have an additional five days in which to strike any names objected to,
number the remaining names in order of preference, and return the list to the
American Arbitration Association, which shall then select an arbitrator in
accordance with Rule 13 of the Rules. The place of arbitration shall be
Pittsburgh, Pennsylvania. By agreeing to arbitration, the parties hereto do not
intend to deprive any court of its jurisdiction to issue a pre-arbitral
injunction, pre-arbitral attachment or other order in aid of arbitration. The
arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C.
Section Section 1-16. Judgment upon



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<PAGE>

the award of the arbitrator may be entered in any court of competent
jurisdiction. Each party shall bear its or his own costs and expenses in any
such arbitration and one-half of the arbitrator's fees and expenses.




                                       13
<PAGE>


         IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first written above.


                                        WERNER CO., a Pennsylvania corporation

                                        By:      _____________________
Address for Notices:                    Name:    Dennis G. Heiner
                                        Title:   President and CEO

        93 Werner Road
        Greenville, PA 16125-9499
        Attention: Eric J. Werner, Esq.
                   General Counsel

With a copy to:

        Investcorp International Inc.
        280 Park Avenue, 37th Floor
        New York, NY 10017
        Attention: Chris J. Stadler


                                        EXECUTIVE


                                        _____________________________
Address for Notices:                           Edward W. Gericke

        1591 Fairway Circle
        Geneva,IL 60134




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<PAGE>

<TABLE>
<CAPTION>

                                   SCHEDULE 1
                                   ----------

         TITLE            LOCATION OF       BASE SALARY      BONUS
                            OFFICE                          AMOUNT
                                                             AS A
                                                            PERCEN-
                                                           TAGE OF
                                                             BASE
                                                            SALARY

<S>                     <C>                 <C>              <C>
Senior Vice President    10800 West         $200,000         60%
Sales & Marketing        Belmont Avenue
                         Franklin Park, IL
                         60131
</TABLE>





                                       15
<PAGE>

                                   EXHIBIT 1
                                   ---------


                        EARNINGS BEFORE INTEREST, TAXES,
                         DEPRECIATION AND AMORTIZATION




         Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA") is defined as Consolidated Net Income (loss) of Holdings and its
subsidiaries as it would appear on a statement of income (loss), which shall (i)
exclude or be adjusted otherwise for all acquisitions and additional equity
contributions to the extent such acquisitions and/or equity contributions
materially change target EBITDA for any particular Fiscal Year, (ii) reflect a
reduction for all management and employment bonuses payable with respect to the
Fiscal Year of Holdings prepared in accordance with U.S. GAAP consistently
applied and (iii) be adjusted for any material Board approved amendment to the
capital expenditure plan: plus (minus) the following amounts, to the extent such
amounts are otherwise taken into account in determining EBITDA (prior to
adjustment):


         1. Any provision (benefit) for taxes (including franchise taxes)
deducted (added) in calculating such consolidated net income (loss); plus

         2. Any interest expense (net of interest income), deducted in
calculating such consolidated net income (loss); plus

         3. Amortization expenses deducted in calculating consolidated net
income (loss); plus

         4. Depreciation expense deducted in calculating consolidated net income
(loss); plus

         5. Management fees paid to Investcorp; plus (minus)

         6. Any unusual losses (gains) deducted (added) in calculating
consolidated net income (loss). (Unusual items are intended to include
transactions considered outside the ordinary course of business. EBITDA will be
adjusted to eliminate the effects, if any, of such



                                       1
<PAGE>

transactions, the intent being to calculate EBITDA as if such transactions had
not occurred; plus (minus)

         7. Any compensation expense (income) deducted (added) in calculating
consolidated net income (loss) attributable to transactions involving equity
securities of Holdings or its subsidiaries.

         The Executive and his representative shall be provided reasonable
opportunity to review the computation of EBITDA and reasonable access to the
data and information supporting much computation, but Holding's Board of
Director's determination shall be conclusive and binding.



                                       2
<PAGE>


                                    EXHIBIT 2
                                    ---------


                        List of current Employee Benefits
                        ---------------------------------


                               Term Life Insurance

                            Health/Dental Insurance

                         Long Term Disability Insurance

                   Accidental Death & Dismemberment Insurance


                                Travel Insurance


                              401(k) Savings Plan


                               Relocation Benefits

                             Company Car per Policy


                               Vacation per Policy


                                 Laptop Computer


                               Cellular Telephone

                    Internet E-Mail and Web Surfing Account




                                       1
<PAGE>

                                   EXHIBIT 3
                                   ---------

                               2001 WERNER PERCS
                     VARIABLE PAY BONUS COMPENSATION SYSTEM
                                EMPLOYEE SUMMARY

OBJECTIVE
---------
The objective of the Werner Variable Pay Bonus Compensation System is to
motivate associates to achieve exceptional EBITDA performance by providing
substantial financial rewards when such performance is attained.

ELIGIBILITY
-----------
Participating associates shall be approved by the Board of Directors each year.
Participants must hold a position which impacts profitability and strategy,
generally Job Band 5 or currently participating in the Company's variable pay
bonus program. Individuals impacting profitability, in lower grades, may also be
considered.

To be eligible a participant must be employed, designated and otherwise eligible
by June 30th and remain a participant for a minimum of six (6) months. Awards
generally will be prorated for participants who do not participate for a full
year.

At any time during the year, the Board may also designate new participants in
its sole discretion.

Only Board approved associates of the Company or its subsidiaries will be
eligible to participate in the Plan. Once a participant ceases to be an
employee, whether voluntarily or involuntarily, he or she shall automatically
cease to be a participant in the Plan, and shall cease to be entitled to receive
an award unless the participant retires, dies or becomes permanently disabled,
as noted herein. Participants must be employed by the Company at the time the
bonus is paid, unless the participant has retired, becomes permanently disabled
or is deceased (in which case, payment shall be made to the participants
estate).

An associate's participation in the Plan in any prior year(s) does not give the
associate the right to be a participant in the Plan in the current year or in
any subsequent year.

No associate shall be a participant in the Plan during any year in which he or
she is a participant in any other annual incentive plan of the Company or any of
its subsidiaries.

ADMINISTRATION
--------------
The Board shall determine whether awards will be granted. The Board will also
determine which participants will receive an award and the amount of each award,
in its sole discretion. Due consideration will be given to the award guidelines,
performance against financial objectives, individual participant performance
against objectives, the recommendations of the Chief Executive Officer and the
appropriate Executive and Management Leadership Team representative(s) and such
other factors as the Board may deem appropriate, in its sole discretion.

Payments will be made in cash as soon as practical after audited financial
results are available, normally by March 15th of each year, to participants who
are regular full-time employees on the




                                       1
<PAGE>


date of payment. Federal, State and/or local taxes or other similar payments
required by law will be withheld with respect to such payments, but no 401(k) or
other similar deductions will be made.

The Board will make bonus payments at a level commensurate with the
Corporation's overall performance, including adjustments consistent with past
bonus and current stock option plans (i.e. accrued costs for acquisitions,
extraordinary expenditures, unbudgeted gains/losses arising from a change in
accounting, etc.) as follows:

         EBITDA Performance         Pool & Individual
         ------------------         -----------------
             To Target              % of Target Bonus
             ---------              -----------------
                113.89%                  150%
                110%                     130%
                105%                     115%
                100%                     100%
                 95%                      75%
                 90%                      50%
                <90%                       0%

The bonus is calculated by multiplying 50% times the individuals EBITDA Target
bonus percent, times the individuals bonus percent to get the EBITDA portion of
the bonus percentage. Then the Personal Performance Factor ("PPF") portion is
calculated by multiplying 50% times the individuals EBITDA Target bonus percent,
times the individuals bonus percent times their PPF rating. Finally, the two (2)
percentages are added together to get the final bonus percentage.

Under this format, it is possible for individuals to earn awards greater or less
than the formula, however, there shall be a calculated fixed bonus pool for each
year and a cap on each individual target bonus of 150% of the participant's
target bonus percent. In the event that the sum of all individual bonus's exceed
the fixed bonus pool, each individual bonus will be proportionately reduced so
that the total pay out does not exceed the fixed bonus pool. However, additional
funding can be attained if business exceeds budgeted EBITDA and the Company
makes significant progress against strategic objectives as determined by the
Board of Directors.

No person shall have any claim or right to be granted an award under the Plan.
The decisions to pay or not to pay an award, the amount of the award to be paid,
and to whom an award will be paid, shall be made by the Board, in its sole
discretion. The Board may pay an award even when the results would not otherwise
call for an award payment. Likewise, the Board may elect not to pay awards even
when minimum objectives are met.

Any exceptions to the Plan must be approved in writing by the Chief Executive
Officer based on approval of the Board.

Nothing in the Plan or in any action taken hereunder shall affect the Company's
right to terminate at any time and for any reason the employment of any employee
who is a participant in the Plan.

The Plan may be amended, suspended, terminated or reinstated in whole or in part
by the Board of Directors.




                                       2
<PAGE>

                         2001 WERNER PERCS VARIABLE PAY

                           BONUS COMPENSATION SYSTEM
                           -------------------------

KEY COMPONENTS
--------------

Core Funding Pool
-----------------
Total dollars calculated by summing the total of each individual's particular
target bonus percent multiplied by their base salary multiplied by EBITDA
adjustment factor as indicated in the 2001 EBITDA Target chart below. Under this
format, it is possible for individuals to earn awards greater or less than the
formula; however, there shall be a calculated fixed bonus pool for each year. In
the event that the sum of all individual bonus's exceed the fixed bonus pool,
each individual bonus will be proportionately reduced so that the total pay out
does not exceed the fixed bonus pool.

<TABLE>
<CAPTION>

                                  2001 EBITDA TARGET

         $ (in millions)   % of Target         EBITDA         Potential         Total
                                         Adjustment Factor   Additional
                                         % of Target Bonus     Funding
<S>                     <C>             <C>                 <C>               <C>
         <$64.8               <90%               0%              0%               0%
          $64.8                90%              50%              0%              50%
          $68.4                95%              75%              0%              75%
          $72.0               100%             100%             20%             120%
          $75.6               105%             115%             20%             135%
          $79.2               110%             130%             20%             150%
          $82.0               113.89%          150%              0%             150%
</TABLE>

Potential Additional Funding - Strategic Objectives
---------------------------------------------------
Additional plan funding can be attained if business exceeds budgeted EBITDA and
makes significant progress against strategic objectives as determined by the
Board of Directors.

Strategic Objectives are identified separately.

The Board of Directors, in its sole discretion, can approve additional funding
up to 20% for exceptional financial performance and significant progress against
strategic objectives. Therefore, the total pool could be funded at 150% of
target.

The decisions to pay or not to pay an award, the amount of the award to be paid,
and to whom an award will be paid, shall be made by the Board, in its sole
discretion. The Board may pay an award even when the results would not otherwise
call for an award payment. Likewise, the Board may elect not to pay awards even
when minimum objectives are met.




                                       3
<PAGE>

ADMINISTRATION
--------------
Each individual participant in the program will be evaluated and performance
rated to reflect their own attainment of individual goals on a measure of 0 -
1.5 measured in 1/10th increments.

Example:

Personal
Performance
Factor/Modifier  Description
(PPF)

    0            Did not attain any individual goals

   .5            Attained some individual goals

   .8            Attained most individual goals

   1.0           Attained all individual goals

   1.2           Exceeded individual goals

   1.5           Outstanding performance, greatly exceeded all individual goals

Individual bonus payout has two (2) components:

        1.  50% of individual's target bonus is based upon Enterprise Financial
            Results (EBITDA) which may be adjusted consistent with past bonus
            and current stock option plans (i.e. accrued costs for acquisitions,
            extraordinary expenditures, unbudgeted gains/losses arising from a
            change in accounting, etc.).

        2.  50% of individual's bonus is based upon personal factors.

Therefore, a bonus can be "0" if the Company does not meet minimum EBITDA target
(if EBITDA is less than 90%) or up to a maximum of 1.5 times the individual
target if the Company achieves 110% of EBITDA Target and the individual receives
a 1.5 personal performance factor/modifier.

EXAMPLES:
---------

         Individual  Salary           Bonus Percent
         1.          $ 50,000              10%
         2.          $ 75,000              15%
         3.          $125,000              20%
         4.          $175,000              50%
         5.          $250,000              70%
         6.          $300,000              95%


To calculate the bonus amount, take 50% times the individuals EBITDA Target
bonus percent, times the individuals bonus % to get the EBITDA portion of the
bonus % and for the PPF portion, multiply 50%



                                       4
<PAGE>



times the individuals EBITDA Target bonus percent, times the individuals bonus %
times their PPF rating. Add these two (2) percentages together to get the final
bonus percentage. See examples below






                                       5
<PAGE>

FOR THE FOLLOWING EXAMPLES, ASSUME THAT THE TOTAL BONUS POOL HAS ADEQUATE
FUNDING EXCEPT FOR EXAMPLE #4.

1)       Individual #1 above, assuming the Company reaches 95% of EBITDA and the
         individuals PPF = .5
                            EBITDA              PPF
           Bonus = 50% (75% x 10%) + 50% (75% x 10%x .5)
                          3.75%    +        1.875%

           Total Bonus Percentage = 5.625%
                [5.625% x $50,000]

           Bonus = $2,812.50

2)       Individual #2 above, assuming the Company reached 90% of EBITDA and the
         individuals PPF = .9

                            EBITDA   PPF
           Bonus = 50% (50% x 15%) + 50% (50% x 15% x .9)
                          3.75%    +        3.375%

           Total Bonus Percentage = 7.125%
             [7.125% x $75,000]

           Bonus = $5,343.75

3)       Individual #3 above, assuming the Company reached 110% of EBITDA and
         the individuals PPF = 0

                            EBITDA   PPF
           Bonus = 50% (130% x 20%) + 50% (130% x 20% x 0)
                           13.0%    +           0%

           Total Bonus Percentage = 13.0%
             [13.0% x $125,000]

           Bonus = $16,250.00

4)       Individual #4 above, assuming the Company reached 100% of EBITDA and
         the individuals PPF = 1.5

                            EBITDA   PPF
           Bonus = 50% (100% x 50%) + 50% (100% x 50% x 1.5)
                           25%      +        37.5%

           Total Bonus Percentage = 56.25
             [62.5% x $175,000]

           Total of all bonuses = 110% of total authorized bonus pool, therefore
           bonuses must be proportionately reduced by pro-rata. (Ex. If pool =
           $1,425,647 and total bonuses = $1,568,212, would need to reduce each
           individual by 10%)

           Bonus = $109,375 less proportionate reduction of $10,937.50

           Total Final Bonus = $98,437.50



                                       6
<PAGE>

5)       Individual #5 above, assuming the Company reached 100% of EBITDA, plus
         additional 20% and the individuals PPF = 1.3

                            EBITDA   PPF
           Bonus = 50% (120% x 70%) + 50% (120% x 70% x 1.3)
                           42%      +        54.6%

           Total Bonus Percentage = 96.6%
            [96.6% x $250,000]

           Bonus = $241,500

6)       Individual #5 above, assuming the Company reached 110% of EBITDA, plus
         additional 20% and the individuals PPF = 1.5
                            EBITDA   PPF
           Bonus = 50% (150% x 95%) + 50% (150% x 95% x 1.5)
                  71.25    %        +        106.875%

           Total Bonus Percentage = 178.125%
                  [Maximum of 142.5% (150% OF 95% TARGET BONUS) x $300,000]

           Bonus = $427,500



                                       7
<PAGE>

<TABLE>
<CAPTION>

                                                  2001 Schedule
                                                  -------------

ACTUAL EBITDA    $ <$64.8M        $64.8M               $68.4M               $72.0M               $75.6M               $79.2M
ACTUAL EBITDA      <90%      90%                  95%                   100%                105%                110%
% OF TARGET
----------------------------------------------------------------------------------------------------------------------------------
% OF TARGET BONUS   0%       50%                  75%                   100%                115%                130%
% FOR INDIVIDUAL & POOL
----------------------------------------------------------------------------------------------------------------------------------
TARGET BONUS % OF           Minimum    Maximum % Minimum   Maximum %  Minimum    Maximum   Minimum   Maximum %  Minimum   Maximum
  BASE SALARY                  %                    %                    %         %          %                   %           %
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>         <C>        <C>       <C>        <C>       <C>        <C>       <C>       <C>        <C>
     10%            0        2.50%      6.25%     3.75%      9.38%      5.00%     12.50%     5.75%    14.38%     6.50%     15.00%
----------------------------------------------------------------------------------------------------------------------------------
     15%            0        3.75%      9.38%     5.63%     14.06%      7.50%     18.75%     8 63%    21.56%     9.75%     22.50%
----------------------------------------------------------------------------------------------------------------------------------
     20%            0        5.00%     12.50%     7.50%     18.75%     10.00%     25.00%    11.50%    28.75%    13.00%     30.00%
----------------------------------------------------------------------------------------------------------------------------------
     25%            0        6.25%     15.63%     9.38%     23.44%     12.50%     31.25%    14.38%    35.94%    16.25%     37.50%
----------------------------------------------------------------------------------------------------------------------------------
     30%            0        7.50%     18.75%    11.25%     28.13%     15.00%     37.50%    17.25%    43.13%    19.50%     45.00%
----------------------------------------------------------------------------------------------------------------------------------
     35%            0        8.75%     21.88%    13.13%     32.81%     17.50%     43.75%    20.13%    50.31%    22.75%     52.50%
----------------------------------------------------------------------------------------------------------------------------------
     40%            0        10.00%    25.00%    15.00%     37.50%     20.00%     50.00%    23.00%o   57.5O%    26.00%     60.00%
----------------------------------------------------------------------------------------------------------------------------------
     45%            0        11.25%    28.13%    16.88%     42.19%     22.50%     56.25%    25.88%    64.69%    29.25%     67.50%
----------------------------------------------------------------------------------------------------------------------------------
     50%            0        12.50%    31.25%    18.75%     46.88%     25.00%     62.50%    28.75%    71.88%    32.50%     75.00%
----------------------------------------------------------------------------------------------------------------------------------
     55%            0        13.75%    34.38%    20.63%     51.56%     27.50%     68.75%    31.63%    79.06%    35.75%     82.50%
----------------------------------------------------------------------------------------------------------------------------------
     60%            0        15.00%    37.50%    22.50%     56.25%     30.00%     75.00%    34.50%    86.25%    39.00%     90.00%
----------------------------------------------------------------------------------------------------------------------------------
     65%            0        16.25%    40.63%    24.38%     60.94%     32.50%     81.25%    37.38%    93.44%    42.25%     97.50%
----------------------------------------------------------------------------------------------------------------------------------
     70%            0        17.50%    43.75%    26.25%     65.63%     35.00%     87.50%    40.25%   100.63%    45.50%    105.00%
----------------------------------------------------------------------------------------------------------------------------------
     75%            0        18.75%    46.88%    28.13%     70.31%     37.50%     93.75%    43.13%   107.81%    48.75%    112.50%
----------------------------------------------------------------------------------------------------------------------------------
     80%            0        20.00%    50.00%    30.00%     75.00%     40.00%    100.00%    46.00%   115.00%    52.00%    120.00%
----------------------------------------------------------------------------------------------------------------------------------
     85%            0        21.25%    53.13%    31.88%     79.69%     42.50%    106.25%    48.88%   122.19%    55.25%    127.50%
----------------------------------------------------------------------------------------------------------------------------------
     90%            0        22.50%    56.25%    33.75%     84.38%     45.00%    112.50%    51.75%   129.38%    58.50%    135.00%
----------------------------------------------------------------------------------------------------------------------------------
     95%            0        23.75%    59.38%    35.63%     89.06%     47.50%    118.75%    54.63%   136.56%    61.75%    142.50%
----------------------------------------------------------------------------------------------------------------------------------
     100%           0        25.00%    62.50%    37.50%     93.75%     50.00%    125.00%    57.50%   143.75%    65.00%    150.00%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: Maximum percentage is capped to 150% of target bonus percent. This chart
does not show any calculations for the potential additional 20% funding.



                                       8
<PAGE>

<TABLE>

<S>                               <C>          <C>
                                                      2001 Personal Performance Objectives
Bonus Participant Name:



Key Performance Objectives      Weight          Measurement of Success

1.                                    %
2.                                    %
3.                                    %
4.                                    %
5.                                    %
6.                                    %
7.                                    %
TOTAL                              100%


ESTABLISHING KEY PERFORMANCE OBJECTIVES:
                                                (1) This is general guidance for performance
___________________________________ ________    rating. You can use any number between
Participant                         Date        0 - 1.5 in 1/10ths.

___________________________________ ________    0 - Did not attain any individual goals
Supervisor                          Date        .5 - Attained some individual goals
                                                .8 - Attained most individual goals

___________________________________ ________    1.0 - Attained all individual goals
Executive Leadership Team           Date        1.2 - Exceeded individual goals
Representative                                  1.5 - Outstanding performance, greatly
                                                       exceeded all individual goals
___________________________________ ________
CEO                                 Date        (2)Personal Performance Factor/Modifier =
                                                Performance Rating x Percentage Weight
</TABLE>


<TABLE>

<S>                               <C>            <C>                         <C>            <C>

Bonus Participant Name:                                Supervisor:_____________________________



Key Performance Objectives                              Results                 Rating(1)       PPF
                                                                                                (2)
1.
2.
3.
4.
5.
6.
7.
TOTAL


ESTABLISHING KEY PERFORMANCE OBJECTIVES:              RESULTS:

___________________________________ ________          ___________________________________ ________
Participant                         Date              Participant                         Date

___________________________________ ________          ___________________________________ ________
Supervisor                          Date              Supervisor                          Date


___________________________________ ________          ___________________________________ ________
Executive Leadership Team           Date              Executive Leadership Team           Date
Representative                                        Representative

___________________________________ ________          ___________________________________ ________
CEO                                 Date              CEO                                 Date

</TABLE>





                                       9

</TEXT>
</DOCUMENT>
