8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  January 8, 2008 (January 3, 2008)

Analysts International Corporation
(Exact name of registrant as specified in its charter)
Minnesota	0-4090		41-0905408
(State or other jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification Number)
3601 West 76th Street, Minneapolis, Minnesota		55435-3000
(Address for principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:   (952) 835-5900

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b)            In connection with the events disclosed in Item (c) below, Colleen M. Davenport, Secretary and General Counsel, will be leaving the Company effective January 31, 2008 and will assist with transition of her duties to the Company’s new Senior Vice President, General Counsel and Secretary until her departure from the Company.

(c)            Effective January 1, 2008, Robert E. Woods, 55, was appointed Senior Vice President, General Counsel and Secretary of Analysts International Corporation (the “Company”).  Prior to his appointment, Mr. Woods served as the General Counsel for BORN Information Services, Inc. (2000-2003), provided legal services to Fujitsu Consulting Information Services, Inc. (2003-2004), and was engaged in the private practice of law (2004-2007).  Prior thereto, Mr. Woods was a shareholder in the law firm of Briggs and Morgan, P.A. and was an officer of Insweb Corporation of Sacramento, California.

Mr. Woods’ employment agreement (the “Agreement”) with the Company, entered into on January 3, 2008, provides for an initial term beginning January 1, 2008 and ending October 31, 2010, with automatic one-year renewals commencing November 1, 2010, unless either party gives proper notice of nonrenewal.  The Agreement provides that Mr. Woods will receive base compensation of $250,000 per year and will be eligible to earn an annual cash incentive payment of 30-50% of his annual base compensation contingent for the year in which the bonus was earned upon meeting certain individual and company performance objectives set by the Compensation Committee of the Company’s Board of Directors (the “Committee”) on an annual basis.

The Agreement also provides that in the event Mr. Woods’ employment is terminated by the Company without Cause or terminated by Mr. Woods for Good Reason (as “Cause” and “Good Reason” are defined in the Agreement), the Company will continue to pay Mr. Woods’ base salary for one year and will reimburse Mr. Woods for continuing medical insurance premiums for up to six months.  An agreement concerning non-competition, non-solicitation and confidentiality issues (the “Non-Compete Agreement”) provides that for 12 months following termination of his employment, Mr. Woods will not engage in certain competitive activities related to the Company’s employees, prospective employees, clients and potential clients.  Finally, effective January 1, 2008, Mr. Woods also signed a Change of Control agreement with the Company providing that in the event of termination of Mr. Woods’ employment due to a change of control, Mr. Woods will be entitled to a lump sum payment equal to one times his annual base compensation for the year in which the change in control event occurs.  The foregoing description of the Agreement, the Non-Compete Agreement and the Change of Control Agreement (the “Woods Agreements”) is merely intended to be a summary of the Woods Agreements and is qualified in its entirety by reference to the Woods Agreements, which are attached to this Current Report as Exhibits 10.1-10.3 and incorporated by reference as if fully set forth herein.

(e)            In connection with the events disclosed in Item (c) above, the Company entered into certain agreements relating to Mr. Woods’ employment and referred to above as the Woods Agreements.  A summary of the Woods Agreements is provided in Item (c) above.  The Woods Agreements are attached to this Current Report as Exhibits 10.1-10.3 and incorporated by reference as if fully set forth herein.

In connection with the events disclosed in Item (b) above, the Company entered into a Severance Agreement and Release of Claims (the “Severance Agreement”) with Ms. Davenport on January 4, 2008.  The Severance Agreement provides that on termination of Ms. Davenport’s employment, the Company will pay Ms. Davenport a lump sum equal to one year’s salary ($220,000), a bonus of $25,000 representing a bonus amount Ms. Davenport was eligible to earn during the fourth quarter of 2007, a bonus of $20,000 if Ms. Davenport completes transition of her duties to the satisfaction of the Company and an additional payment of $27,000.  The Severance Agreement also provides that the Company will pay twelve months of Ms. Davenport’s health, dental and life insurance coverage premiums and will provide twelve months of outplacement services.  In return, the Severance Agreement grants the Company a general release of any past claims by Ms. Davenport against the Company, including but not limited to any discrimination, contractual or other employment related claims.  The foregoing description of the Severance Agreement is merely intended to be a summary of the Severance Agreement and is qualified in its entirety by reference to the Severance Agreement, which is attached to this Current Report as Exhibit 10.4 and incorporated by reference as if fully set forth herein.

Beginning on January 3, 2008, the Company entered into change of control agreements (the “Change of Control Agreement”) with David J. Steichen, Chief Financial Officer, David Jenkins, Chief Information Officer, and management personnel Michael Gange, Libby Gilmore and Alan Wise.  The Change of Control Agreement replaces all previous change in control agreements between Mr. Steichen, Mr. Jenkins and other members of company management, which expired on December 31, 2007.  The previous change in control agreements provided for a payment of 2.99 times annual base salary and the provision of 18 months’ worth of benefits after a change in control termination.  The prior change in control agreements also provided that the executive could terminate his or her employment for any reason or no reason during the eleventh month after a change in control and receive the benefits provided for in the change in control agreement.

The new Change of Control Agreement provides for a term of three years beginning on the date of execution by the parties; provided, however, that if a Change of Control (as “Change of Control” is defined in the Change of Control Agreement) of the Company occurs during the term of the Change of Control Agreement, the agreement continues in effect for a period of twelve (12) monthsbeyond the date of such Change of Control.  The Change of Control Agreement also provides for payment of one year's base salary and twelve months’ outplacement services in the event of a Change of Control Termination or termination by the executive for Good Reason (as “Change of Control Termination” and “Good Reason” are defined in the Change of Control Agreement).

2

The foregoing summary of the Change of Control Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Change of Control Agreement attached to this Current Report on Form 8-K as Exhibit 10.5 and incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number	Description
10.1	Employment Agreement between Analysts International Corporation and Robert E. Woods dated January 3, 2008
10.2	Non-Compete and Confidentiality Agreement between Analysts International Corporation and Robert E. Woods dated January 3, 2008
10.3	Change of Control Agreement between Analysts International Corporation and Robert E. Woods dated January 3, 2008 (Exhibit A to Employment Agreement)
10.4	Severance Agreement and Release of Claims between Analysts International Corporation and Colleen M. Davenport dated January 4, 2008
10.5	Form of Change of Control Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	January 8, 2008	ANALYSTS INTERNATIONAL CORPORATION
		/s/ Robert E. Woods
		Robert E. Woods
		Senior Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Agreement between Analysts International Corporation and Robert E. Woods dated January 3, 2008
10.2	Non-Compete and Confidentiality Agreement between Analysts International Corporation and Robert E. Woods dated January 3, 2008
10.3	Change of Control Agreement between Analysts International Corporation and Robert E. Woods dated January 3, 2008 (Exhibit A to Employment Agreement)
10.4	Severance Agreement and Release of Claims between Analysts International Corporation and Colleen M. Davenport dated January 4, 2008
10.5	Form of Change of Control Agreement

4

EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made by and between Analysts International Corporation (the “Company”) with headquarters at 3601 W. 76th Street, Minneapolis, MN 55435 and Robert E. Woods (“Executive”).

RECITALS

WHEREAS, the Company desires to retain Executive as an Employee of the Company, and Executive desires to be so employed.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

In consideration for the mutual promises contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1.Terms of Employment.

1.1   Commencement Date.  This Agreement is effective as of January 1, 2008 (the “Commencement Date”).

1.2   Position.  The Company will employ Executive in the capacity of Senior Vice President, General Counsel and Secretary, reporting to the Company’s CEO.

1.3   Best Efforts.  During Executive’s employment by the Company, Executive agrees to devote his full time and best efforts to the interests of the Company and to refrain from engaging in other employment or in any activities that may be in conflict with the best interests of the Company.  Executive agrees to perform his duties to a level consistent with the highest standards of one holding such position in similar businesses or enterprises.  Executive agrees not to render services to anyone other than the Company (or its parent or subsidiaries) for compensation as an employee, consultant, or otherwise during the term of this Agreement.

1.4   Personal Activities.  The provisions of Sections 1.2 and 1.3 of this Agreement will not be deemed to prohibit Executive from devoting reasonable time to personal matters.

2.Term of Employment.

2.1   Duration.  Subject to the provisions for termination set forth in Sections 6, 7 and 8 below, the Original Term of this Agreement (“Original Term”) will commence upon the 1st day of January, 2008 and will continue to and include the 31st day of October, 2010.

2.2   Extension of Provisions.  At the end of the Original Term, the provisions of the Agreement will automatically renew for an additional one (1) year term (“Additional Term”) commencing November 1, 2010, unless either party gives notice of non­renewal at least ninety (90) days before the scheduled expiration of the term.  At the end of any Additional Term, the provisions of the Agreement will automatically renew for an Additional Term, unless either party gives notice of non-renewal at least ninety (90) days before the scheduled expiration of the term.

3.Compensation and Benefits.

3.1   Salary.  For all services rendered by Executive pursuant to this Agreement, the Company will pay Executive an annual base salary (“Base Compensation”) equal to $250,000.  Payment will occur at regular payroll intervals in accordance with the Company’s standard payroll practices.  The Company’s CEO and compensation committee of the Board or the Board itself will review the Executive’s compensation annually and, in its sole discretion, may determine to increase such base salary for the following year but cannot decrease the annual salary below $250,000.

3.2   Incentive Compensation.  In addition to Executive’s Base Compensation, Executive will be eligible to earn additional cash incentive compensation of between 30% and 50% of Base Compensation in each year of employment during the Original Term or any Additional Term (“Incentive Compensation”).  The potential Incentive Compensation will be determined annually by the Company’s CEO and compensation committee of the Board and shall be contingent upon the Company and Executive meeting company and individual performance objectives (“Performance Objectives”) determined by the Company’s CEO and the compensation committee.  The Company’s CEO and the compensation committee will consider Executive’s input in setting the annual Performance Objectives.

3.3   Long-term Incentive Compensation.  In addition, Executive shall be eligible to be awarded stock options or restricted shares from the Company’s stock option and equity incentive plans at the sole discretion of the compensation committee.

3.4   Stock Options.  On or about January 1, 2008, Executive will be granted options to purchase 250,000 shares of the Company’s common stock with one-quarter being vested immediately and the remainder vesting in even increments over three years from the date of the grant.

Such options shall be incentive stock options to the extent that such options qualify as incentive stock options as defined in Internal Revenue Code Section 422.  The Company may issue such options from the plans as it deems appropriate but to the extent possible shall issue the options as incentive stock options.  The stock option agreement shall provide that in the event of a Change of Control on or after May 1, 2009, any options remaining unvested at the time of the Change of Control shall vest immediately.  For purposes of this Section 3.4, “Change of Control” shall have the same meaning as set forth in Exhibit A. Executive shall sign an option agreement or agreements containing the terms for the options outlined herein and such other terms and conditions required of similarly situated executives by the Company as determined by the Board or the compensation committee of the Board.

3.5   Deferred Compensation Plan.  Executive will be entitled to participate in the Company’s Deferred Compensation Plan (the “Special Executive Retirement Plan” or “SERP”) at a participation rate of 15% of Base Compensation.

3.6   Fringe Benefits.  Executive will be entitled to participate in the Company’s standard benefit programs, on the same terms as other senior executives of the Company.  Notwithstanding the foregoing, the Company will also provide Executive the following:

3.6.1Medical Insurance Costs.  The Company will provide health insurance coverage for Executive, Executive’s spouse, and Executive’s children (up to the maximum age allowed by the Company’s plan, provided they meet the terms of eligibility for participation in the plan).

2

3.6.2Paid Time Off.  Executive shall be entitled to paid time off at his discretion and as business conditions warrant.  If necessary due to business conditions of the Company, Executive agrees to obtain concurrence from the CEO prior to taking the paid time off.

3.6.3Paid Parking.  The Company will provide Executive with a paid indoor, underground parking spot, if available, at the Company’s office building presently located at 3601 West 76”‘ Street, Minneapolis, Minnesota 55435.

3.6.4Business Expenses.  Executive will be entitled to reimbursement of all reasonable, business-related travel and other expenses incurred by Executive in the ordinary course of business on behalf of the Company, so long as such expenses are incurred, documented and authorized pursuant to the Company’s expense reimbursement policies.

4.Insurance Policies.

The Company will keep all Directors and Officers insurance policies and law department malpractice policies current and identify Executive, if appropriate, on all such policies.

5.Location.

Executive will provide his services in the Minneapolis, Minnesota area.  Notwithstanding the foregoing, the parties recognize and acknowledge that Executive may be required to spend considerable business time in locations other than the Minneapolis, Minnesota area.

3

6.Termination of Employment by the Company.

6.1   For Cause.  For purposes of this Agreement, the Company will have the right to terminate Executive’s employment for Cause.  For purposes of this Agreement, “Cause” shall mean:

6.1.1Executive’s substantial failure or neglect, or refusal to perform, the duties and responsibilities of Executive’s position and/or the reasonable direction of the CEO;

6.1.2The commission by Executive of any willful, intentional or wrongful act that has the effect of materially injuring the reputation, business or performance of the Company;

6.1.3Executive’s conviction of, or Executive’s guilty or nolo contendere plea with respect to, any crime punishable as a felony;

6.1.4Executive’s conviction of, or Executive’s guilty or nolo contendere plea with respect to, any crime involving moral turpitude; or

6.1.5Any 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 6.1, an act or failure to act by Executive shall not be “willful” unless it is done, or omitted to be done, in bad faith and without any reasonable belief that Executive’s action or omission was in the best interests of the Company.

6.2   Inability to Perform.  For purposes of this Agreement, the Company will have the right to terminate Executive’s employment upon the occurrence of any of the following events (“Inability to Perform”):

6.2.1Executive becomes disabled for a period of at least ninety (90) days to the extent that, in the determination of the CEO, he is no longer able to report to work and to carry on his duties on behalf of the Company; or

6.2.2Executive dies.

6.3   Notice.  In the event that the CEO determines that Cause for termination exists, the CEO shall deliver to Executive written notice that an event of Cause has occurred after which Executive shall have fifteen (15) days to cure such event of Cause to the reasonable satisfaction of the CEO.

6.4   Termination for Cause/Inability to Perform.  The Company may terminate Executive’s employment at any time for Cause as defined within this Agreement after giving Executive the notice and Executive’s failure to cure pursuant to Section 6.3 above and in any such case will have no further obligation or liability to Executive.  Likewise, if the Company terminates Executive for Inability to Perform, the Company will have no further obligation or liability to Executive.

6.5   Termination Without Cause.  Executive’s employment during the Original Term or any Additional Term may be terminated by the Company without Cause upon thirty (30) days’ notice.  If the Company terminates Executive’s employment without Cause during the Original Term or during any Additional Term, Executive will continue to receive Base Compensation for a period of twelve (12) months, provided that Executive signs all appropriate paperwork, including providing a full release of all claims to the Company, in a form acceptable to the Company.  The Company will also reimburse Executive for medical insurance premium payments made under the Consolidated Omnibus Reconciliation Act (“COBRA”), for a period of up to six (6) months following the date of termination, provided that the Company receives sufficient evidence of proof of such payments during the COBRA period.  For purposes of this Section 6.5, termination of Executive’s employment due to nonrenewal of Executive’s employment agreement at the end of the Original Term or any Additional Term, shall be deemed a termination without Cause and entitle Executive to the payments and benefits set forth in this Section 6.5.

4

7.Termination of Employment by Executive.

7.1   Resignation for Good Reason.  If Executive believes Good Reason to resign exists, before resigning, he must first give the Company written notice of the alleged Good Reason and an opportunity to cure within fifteen (15) days of notice.  If Executive resigns from his employment for Good Reason, he will continue to receive Base Compensation for a period of twelve (12) months, provided that Executive signs all appropriate paperwork, including providing a full release of all claims to the Company, in a form acceptable to the Company.  The Company will also reimburse Executive for all medical insurance premium payments, made under COBRA, for a period of up to six (6) months following the date of resignation for Good Reason, provided that the Company receives sufficient evidence of proof of such payments during the COBRA period.

For purposes of this Section 7.1, “Good Reason” will mean a good faith determination by Executive, communicated in writing to the CEO, that any one or more of the following events has occurred:

7.1.1a reduction in Executive’s Base Salary below $250,000;

7.1.2a requirement imposed on Executive that results in Executive being based at a location that is outside of a fifty (50) mile radius of Executive’s job location immediately prior to the change in location;

7.1.3any material breach or unilateral and material change in assignment or job title, but not including a change in Executive’s reporting structure in the event of a Change in Control.

7.2   Notice.  If Executive terminates his employment for Good Reason, he must provide thirty (30) days’ prior written notice to the Company.

7.3   Resignation without Good Reason.  If Executive resigns from his employment [or elects not to renew the Agreement upon its expiration] without Good Reason, the Company will have no further obligation or liability to Executive.

8.Delay of Payment.

Notwithstanding anything to the contrary, to the extent that Executive is a “key employee” pursuant to the provisions of Section 409A of the Internal Revenue Code as of the date that any severance benefits or other deferred compensation becomes payable to the Executive hereunder, and such severance benefits are required to be delayed until the date six months following Executive’s termination of employment in order to avoid additional tax under Section 409A of the Code (taking account of all applicable authorities thereunder), payment and provision of such severance benefits shall be delayed until the date six months after Executive’s termination of employment.

9.Intellectual Property Rights.

9.1   Non-infringement.  Executive agrees that all work products created or produced by Executive during the course of his employment with the Company will be Executive’s original work and will not infringe upon or violate any patent, copyright, trade secret, contractual or other proprietary right of any third party.

9.2   Disclosure.  Executive agrees to disclose and describe to the Company, on a timely basis, all works of authorship, inventions and all other intellectual property that Executive may solely or jointly discover, conceive, create, develop, produce or reduce to practice while employed by the Company (“Company Inventions”).

9.3   Assignment.  Executive hereby assigns and agrees to assign to the Company, or its designee, Executive’s entire right, title, and interest in and to all Company Inventions.  Executive represents that the Company’s rights in all such Company Inventions will be free and clear of any encumbrances, liens, claims, judgments, causes of action or other legal rights or impediments.

9.4   Independent Development.  NOTICE: Pursuant to Minnesota Statutes § 181.78, Executive is hereby notified that the foregoing agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the Company (or its Client) or (b) to the Company’s (or its Client’s) actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the Company or its Client.

9.5   “Works for Hire.  Executive acknowledges and agrees that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of his employment and which are protectable by copyrights, are “works made for hire” as that term is defined in the United States Copyright Act (17 U.S.C. § 101) and that, as such, all rights comprising copyright under the United States Copyright laws will vest solely and exclusively in his employer, the Company.  Executive hereby irrevocably and unconditionally waives all so-called moral rights that may vest in Executive (whether before, on or after the date hereof) in connection with Executive’s authorship of any copyright works in the course of his employment with the Company, wherever in the world enforceable, including without limitation the right to be identified as the author of any such works and the right of integrity (i.e., not to have any such works subjected to derogatory treatment), and Executive agrees never to assert any such moral rights with respect to any Company Invention.

9.6   Enforcement; Cooperation.  Executive agrees to perform, during and after his employment, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Inventions hereby assigned to the Company.  Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents, copyrights, maskworks or other legal proceedings.

5

9.7   Attorney in Fact.  In the event that the Company is unable for any reason, whether during or after Executive’s employment by the Company, to secure Executive’s signature to any document required to apply for or execute any patent, design rights, registered designs, trademarks, copyright, maskwork or other applications with respect to any Company Inventions (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agents and attorneys-in-fact to act for and on his behalf and instead of Executive, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, maskworks or other rights thereon with the same legal force and effect as if executed by Executive.

10.Confidentiality.

10.1   Confidential Nature of Relationship.  Executive acknowledges that his employment by the Company creates a relationship of confidence and trust with respect to Confidential Information (as hereinafter defined).  During the course of his employment with the Company, the Company agrees to provide Executive with access to Confidential Information.  Executive expressly undertakes to retain in strict confidence all Confidential Information transmitted or disclosed to Executive by the Company or the Company’s clients, and will never make any use of such information except as (and then, only to the extent) required to perform Executive’s employment duties for the Company.  Executive will take such protective measures as may be reasonably necessary to preserve the secrecy and interest of the Company in the Confidential Information.  If Executive becomes aware of any unauthorized use or disclosure of Confidential Information by any person or entity, Executive will promptly and fully advise the Company of all facts known to Executive concerning such unauthorized use or disclosure.

10.2   Definition.  “Confidential Information” means all commercially sensitive information and data, in their broadest context, originated by, on behalf of or within the knowledge or possession of the Company or its clients (including any subsidiary, division or legal affiliate thereof).  Without in any way limiting the foregoing, Confidential Information includes, but is not limited to: information that has been designated as proprietary and/or confidential; information constituting trade secrets; information of a confidential nature that, by the nature of the circumstances surrounding the disclosure, should in good faith be treated as proprietary and/or confidential; and information and data conceived, discovered or developed in whole or in part by Executive while employed by the Company. Confidential Information also includes information of a confidential nature relating to the Company’s securities clients, prospective clients, strategic business relationships, products, services, suppliers, personnel, pricing, recruiting strategies, job candidate information, employee information, sales strategies, technology, methods, processes, research, development, systems, techniques, finances, accounting, purchasing and business plans.

10.3   Exclusions.  Confidential Information does not include information which: (A) is generic; (B) is or becomes part of the public domain through no act or omission of Executive; (C) was in Executive’s lawful possession prior to the disclosure and was not obtained by Executive in breach, either directly or indirectly, of any obligation to the Company or any client of the Company’s; (D) is lawfully disclosed to Executive by a third party without restriction on disclosure; or (E) is independently developed by Executive using his own resources, entirely on his own time, and without the use of any Confidential Information.

10.4   Protected Health Information.  If during the course of his employment with the Company, Executive receives any “protected health information,” as that term is defined in 45 CFR, Part 164, Subpart E (“Privacy of Individually Identifiable Health Information”): (A) Executive agrees to maintain all such information in strict confidence with the Health Insurance Portability and Accountability Act of 1996 (HIPAA); (B) Executive agrees that he will make no use whatsoever of any such information except as required to perform Executive’s employment duties; and (C) Executive agrees that he will never record, store, file or otherwise maintain, in any computer or other storage device owned by the Company or by Executive, any “protected health information.” Executive agrees to alert the Company promptly if he becomes aware of any misuse or unauthorized disclosure of any such information.

6

10.5   Additional Confidentiality Agreements.  Executive agrees to execute such additional non-disclosure and confidentiality agreements as the Company or its clients may from time to time request.

11.Use of Confidential or Material Non-Public Information; Codes of Conduct.

11.1   Confidential or Material, Non-Public Information.  Executive acknowledges that he is prohibited from using or sharing any Confidential Information for personal gain or advantage (securities transactions or otherwise), or for the personal gain or advantage of anyone with whom Executive improperly shares such information.  Specifically as to material, non-public information of the Company, Executive agrees to comply with the Company’s insider trading policy in effect at the commencement of employment and as amended from time to time.

11.2   Codes of Conduct.  Executive agrees to carefully review, sign and fully comply with any Code of Conduct (or similar policy) of the Company either having general applicability to its employees or specifically to Executive.

12.Restrictions against Solicitation; Non-Interference.  During his employment by the Company and for a period of eighteen (18) months after termination of such employment for any reason, Executive agrees that he will not engage in the following conduct.

12.1   Restrictions against Solicitation.  Executive will not, directly or indirectly, hire or initiate any solicitation or recruitment effort for the purpose of attempting to hire any employee of the Company or to induce any employee of the Company to leave his employment with the Company.

With respect to job candidates with or about whom Executive, while employed by the Company, had actual contact or knowledge, Executive will not, directly or indirectly, initiate any solicitation or recruitment effort for the purpose of attempting to hire any such candidate for or on behalf of his new employer or any company in which Executive owns, directly or indirectly, an interest.

12.2   Non-interference.  Executive will not, directly or indirectly, disrupt, damage, impair, impede or interfere with the contractual relationship between the Company and any of its clients.

13.Restrictions Against Competition.

13.1   Restricted Period.  During his employment by the Company and for a period of eighteen (18) months after termination of such employment for any reason, Executive agrees not to engage in any Competitive Acts with any client or prospective client of the Company within the prior 24 months prior to termination of Executive’s employment.  Nothing contained in this Agreement, however, creates any obligation on Executive that is inconsistent with, or would require Executive to violate, the Rules of Professional Conduct.

13.2   Definitions.  For purposes of this Section 13, the following terms shall be defined as follows.

7

“Competitive Acts” means soliciting, selling, marketing, brokering, providing or managing any Services for any Client, whether directly as an employee of a Client or indirectly as an employee, subcontractor, partner or owner of a Competitor.

“Client” means: (A) any Company client for whom Executive provided Services at any time during the previous two years of Executive’s employment with the Company; or (B) any Company client or prospective client to whom Executive solicited, proposed, marketed or sold Services at any time during the previous two years of Executive’s employment with the Company; (C) any third party having a written partnership, alliance or teaming agreement or similar strategic business relationship with the Company, for whom Executive provided Services at any time during the previous two years of Executive’s employment with the Company.

“Competitor” means any third party offering technical consulting services within the United States that competes with the Company or is similar in kind or nature to the services provided by the Company.

14.   Reasonableness of Restrictions; Representations of Executive; Extension of Restrictions; Enforcement.

14.1   Reasonableness of Restrictions.  Executive acknowledges that the restrictions set forth in this Agreement are reasonable in terms of both the Company’s need to protect its legitimate business interests and Executive’s ability to pursue alternative employment opportunities in the event his employment with the Company terminates.

14.2   Representations of Executive.  Executive represents that his performance of all the terms of this Employment Agreement and his performance as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Executive prior to his employment with the Company.  Executive will not disclose to the Company, or induce the Company to use, any confidential or proprietary information or material belonging to any previous employer of Executive or others.  Executive is not a party to any other agreement that would interfere with his full compliance with this Executive Agreement.  Executive agrees not to enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement.

14.3   Extension of Restrictions.  The period of all restrictions under this Agreement will automatically be extended by a period equal in length to any period in which Executive violates his obligations under this Agreement.

14.4   Enforcement.  In addition to any other relief or remedies afforded by law or in equity, if Executive breaches Sections 12 or 13 of this Agreement, Executive agrees that the Company shall be entitled, as a matter of right, to injunctive relief in any court of competent jurisdiction.  Executive recognizes and hereby admits that irreparable damage will result to the Company if he violates or threatens to violate the terms of Section 12 or 13 of this Agreement.  This Section 14.4 shall not preclude the granting of any other appropriate relief including, without limitation, money damages against Executive for breach of Section 12 or 13 of this Agreement.

15.Return of Property: Exit Interview.

15.1   Return of Property, Upon any termination of his employment with the Company, Executive agrees to promptly return to the Company: (A) all materials of any kind in Executive’s possession (or under Executive’s control) incorporating Confidential Information or otherwise relating to the Company’s business (including but not limited to all such materials and/or information stored on any computer or other storage device owned or used by Executive); and (B) all Company property in Executive’s possession, including (but not limited to) computers, cellular telephones, pagers, credit cards, keys, records, files, manuals, books, forms, documents, letters, memoranda, data, tables, photographs, video tapes, audio tapes, computer disks and other computer storage media, all materials that include trade secrets, and all copies, summaries or notes of any of the foregoing.

8

15.2   Exit Interview.  Upon any termination of his employment with the Company and upon request, Executive agrees to participate in an exit interview conducted by designated personnel and to provide a signed statement that all Company materials and property have been returned to the Company.

16.Assignment.

This Agreement sets forth personal obligations of Executive, which may not be transferred or assigned by Executive.  The Company may assign this Agreement to any successor or affiliate.

17.Non-Disparagement.

Executive agrees not to engage in any form of conduct or make any statements or representations to current or prospective customers of the Company, media outlets, employees or management of a corporation or business in direct competition with the Company, or otherwise publish statements or representations to the public at large which may be actionable, that disparage, characterize in demeaning manner, question the Company’s business practices, products, advice, quality of employees and staff, or otherwise harm the public reputation or good will of the Company, its employees, or management.

18.Indemnity; Cooperation in Legal Actions.

18.1   Indemnity.  The Company will indemnify Executive against any claims arising from or related to his good faith performance of his duties and obligations hereunder to the fullest extent allowed by Company By-laws and Minnesota law.

18.2   Cooperation in Legal Actions.  In connection with any action or proceeding against Executive, whether pending or threatened, for which the Company is obliged to indemnify Executive, the Company will pay or reimburse Executive in advance of the final disposition for reasonable expenses, including reasonable attorneys’ fees, necessarily incurred by Executive.  Executive will cooperate fully with the Company, at no expense to Executive, in the defense of any action, suit, claim, or proceeding commenced or threatened against the Company in conjunction with any action, suit, claim or proceeding commenced or threatened against him.  In addition to the foregoing, Executive further agrees to provide assistance to the Company, at the Company’s expense, as may be reasonably requested by the Company or its attorneys in connection with the litigation of any action, suit, claim, or proceeding involving the Company, whether not pending or to be commenced, which arises out of or is related to any matters in which Executive was involved or for which he was responsible during the term of his employment with the Company.

19.Survival.

The rights and obligations set forth in Sections 6.5, 7.1, 8-11, 12-18 and 23 shall survive the termination or expiration of this Agreement.  The provisions of this Agreement shall survive termination of Executive’s employment regardless of whether Executive resigns or is involuntarily discharged.

9

Such provisions of this Agreement shall survive termination of Executive’s employment regardless of whether Executive resigns or is involuntarily discharged.

20.Miscellaneous.

20.1   Headings; Construction.  The headings of Sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.  This Agreement shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Agreement to be drafted.

20.2   Benefit.  Subject to Section 16, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

20.3   Waiver.  Any delay by either party in asserting a right under this Agreement or any failure by either party to assert a right under this Agreement will not constitute a waiver by the asserting party of any right hereunder, and the asserting party may subsequently assert any or all of its rights hereunder as if the delay or failure to assert rights had not occurred.

20.4   Severability.  If the final determination of a court of competent jurisdiction declares, after the expiration of the time within which judicial review (if permitted) of such determination may be perfected, that any term of provision hereof is invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

21.Entire Agreement; Amendment.

21.1   Entire Agreement.  Both Executive and the Company agree that this Agreement, Exhibit A to the Agreement and the Executive’s stock option agreement constitute the entire agreement between them with respect to the subject matter of this Agreement.  There were no inducements or representations leading to the execution of this Agreement except as stated in this Agreement.  Accordingly, this Agreement expressly supersedes any and all prior oral and written agreements, representations and promises between the parties relating to Executive’s employment with the Company.

21.2   Amendment.  This Agreement may be amended or modified only with the written consent of both Executive and the Company.  No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

22.   Notices.  Any notice hereunder by either party to the other shall be given in writing by personal delivery or certified mail, return receipt requested.  If addressed to Executive, the notice shall be delivered or mailed to Executive at the address most recently communicated in writing by Executive to the Company, or if addressed to the company, the notice shall be delivered or mailed to Analysts at its executive offices to the attention of the CEO of the Company.  A notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by certified mail, on the date shown on the applicable return receipt.

23.Governing Law; Disputes; Arbitration of Termination of Employment for Cause.

23.1   Governing Law; Disputes.  This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota, as such laws are applied to agreements entered into and to be performed entirely within Minnesota between Minnesota residents.  Except as set forth in Section 23.2 below, the undersigned each irrevocably consent to the jurisdiction of the United States District Court for the District of Minnesota and the courts of the State of Minnesota in any suit, action, or proceeding brought under, based on or related to or in connection with this Agreement, and each of the undersigned agrees that either of the aforesaid courts will be the exclusive original forum for any such action.

10

23.2   Arbitration of Termination of Employment for Cause.  Any dispute arising out of or relating to termination of Executive’s employment for Cause pursuant to Section 6 of this Agreement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy.  If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years.  If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator.  Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement.  Limited civil discovery shall be permitted for the production of documents and taking of depositions.  Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute.  The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded.  The Company shall pay the fees and expenses of the arbitrator.  Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

IN WITNESS WHEREOF, the parties have executed this Agreement by their signatures below:

Analysts International Corporation	Robert E. Woods
By: ___________________________	By: ___________________________
Date:  _________________________	Date:  _________________________

11

EX-10.2

EXHIBIT 10.2

NON-COMPETE AND CONFIDENTIALITY AGREEMENT

This Agreement, by and between Analysts International Corporation (“Analysts International”) and Robert E. Woods (“Woods”) shall be effective January 1, 2008.

WHEREAS, Analysts International desires to retain the services of Woods and has offered to employ Woods; and

WHEREAS, Woods desires to become employed by Analysts International; and

WHEREAS, the parties have negotiated terms of Woods’s employment, including the requirement that Woods sign this Non-Compete and Confidentiality Agreement as a condition of employment; and

WHEREAS, Woods has accepted the terms of employment offered by Analysts International; and

THEREFORE, in consideration of the mutual covenants, the parties agree as follows:

1. Woods will not solicit, either directly or indirectly, or accept, for Woods’s own account or for anyone else, business for services or products similar in use or application to Analysts International’s services or products from any Analysts International customer or prospective customer:  (i) which at any time during the last 12 months of Woods’s employment with Analysts International was a customer of the office, business group or unit, practice or reporting unit to which Woods was assigned; or (ii) to whom, during the last 12 months of Woods’s employment the Analysts International office, business group or unit, practice or reporting unit to which Woods was assigned, submitted a proposal or proposals for Analysts International's services or products; or (iii) with whom, during the last 12 months of Woods’s employment, Woods otherwise dealt or about whom Woods received business information.  Woods will also refrain from participating in or giving information or other assistance to anyone else in soliciting such business from these Analysts International customers and prospective customers.  Woods agrees that he will refrain from this form of unfair competition during his employment with Analysts International and for a period of 12 months after his employment with Analysts International is terminated, regardless of the reason for termination.  If, during the 12-month period following termination of his employment with Analysts International, any business by which Woods is then employed or otherwise am affiliated solicits or accepts such business from any customer or prospective customer set forth above, it will be presumed that Woods participated or assisted in the solicitation and acceptance of such business unless Woods can prove otherwise.

For purposes of this agreement, business done as a Microsoft Certified Partner will be considered business with a partner organization, and not a customer or client of Analysts International.

2. Recognizing that Analysts International incurs significant expense in recruiting its personnel and has the right to expect their continued service, Woods will not interfere with Analysts International's relationships with its employees and subcontractors. Specifically, Woods will not participate or give assistance in any attempted or successful effort of any other business, including Woods’s own business, to hire or engage the services of an Analysts International employee or subcontractor; nor will Woods encourage any Analysts International employee or subcontractor to leave Analysts International's service.  Woods agrees that Woods will not engage in this form of unfair competition during his employment with Analysts International and for a period of 12 months after his employment with Analysts International is terminated for any reason.

If, during the 12-month period following termination of Woods’s employment with Analysts International an Analysts International employee or subcontractor becomes an employee or subcontractor of the business by which Woods is then employed or otherwise affiliated in any way, it will be presumed that Woods participated or gave assistance to hire or engage the services of such person unless Woods can prove otherwise.

3. During Woods’s employment and for three years thereafter, Woods will keep confidential, and not use for Woods’s benefit or the benefit of any other company or person, confidential Analysts International business information, including but not limited to the identity of Analysts International customers and prospective customers and their requirements for IT consulting and other services provided by Analysts International, salary information, contract rates and contract expiration dates, details of Analysts International projects, business, marketing and strategic plans and company or office financial information.  Woods recognizes that the Company has furnished any information of this type to Woods in confidence on the understanding that Woods would not disclose it or use it for the advantage of himself or anyone other than Analysts International.  Woods will give back to Analysts International any documents which contain confidential information promptly on Analysts International's request and will keep them confidential until the request is made.

Woods will refrain from the unfair competition above described either directly or indirectly as an employee, agent, consultant, or operative of another business.

Because Analysts International is a Minnesota corporation and has its principal administrative office in Minneapolis, Woods understands that this agreement will be construed and applied in accordance with the laws of the State of Minnesota.

Woods understands that the amount of incentive compensation to be paid to Woods will be determined by Analysts International management in its discretion, and that either Analysts International or himself may terminate our at-will employment relationship at any time for any reason or no reason.

2

Woods understands and acknowledges that it would be difficult to ascertain actual damages which Analysts International would sustain if Woods violates any of the provisions of this agreement.  Accordingly, Woods further agrees that Woods’s violation of this agreement will be presumed to have damaged Analysts International and that the actual damages resulting from such breach will be measured as follows: (i) for solicitation or acceptance of business or assisting another party with such in violation of the terms of this agreement, damages shall be the gross revenue amount Analysts International would have realized on the business so solicited or accepted less direct expense Analysts International would have incurred on account of such business; (ii) for participation or assistance in a successful effort to hire or engage an Analysts International employee or subcontractor, actual damages will be the customary fee a reputable placement agency would charge for providing a suitable replacement or the profit Analysts International would have received from the continued services of such employee or subcontractor, whichever is greater.  Woods understands that the foregoing in no way limits Analysts International's right to have a court issue an injunction against Woods to prevent violations of this agreement or to ask the court to use some other method of determining damages if circumstances warrant.

If control of the Company or its assets (including its rights under this agreement) is hereafter acquired by any person, group or entity (whether by merger, purchase of assets, tender offer or otherwise) without the approval or acquiescence of the Company's Board of Directors as constituted prior to such change in control, the limitations on Woods’s right to compete after termination of employment shall be of no force and effect.  "Control" means in this context the power to change management policies of the Company.

Woods wishes to confirm that he will comply with Analysts International's Code of Ethical Business Conduct, conflict of interest and other similar policies during Woods’s employment with Analysts International, as follows:

1. Woods will not be affiliated (as an employee; director; consultant; or owner, either in whole or in part, of the business or otherwise) with any competitor, supplier or customer of Analysts International, and neither Woods nor any business with which Woods is affiliated has transacted any business with any customer or supplier of Analysts International except for routine purchases at standard rates and on terms provided to other customers (such as utility service);

2. Woods will not accept any money, goods or services from any Analysts International customer or supplier, except ordinary business meals and standard business gifts which have a value of less than $100 per year from any single customer;

3. Woods will not give any gratuities, compensation or anything else of value to any Analysts International customers, prospective customers or employees other than as previously disclosed to Woods’s immediate supervisor and in accordance with Analysts International policies;

4. Woods’s outside business activities, if any, are listed on the schedule attached to this letter, and none of these outside business activities have prevented Woods from discharging fully Woods’s employment responsibilities with Analysts International, and Woods will not used Analysts International equipment, property or personnel in any of these outside business activities;

3

5. Woods will not use any information or business opportunities which Woods learns about in Woods’s capacity as an Analysts International employee, either for Woods’s benefit or for the benefit of anyone else (by way of example, Woods will not utilize resumes of prospective Analysts International employees or requirements for services for Woods’s own benefit or pass them along to other persons outside of Analysts International for their benefit); and

6. Woods has no information which leads Woods to believe that any other employee of Analysts International is or has violated Analysts International conflict of interest policies. Woods understands that it is Woods’s responsibility to report to Analysts International Corporate any information which suggests that another Analysts International employee has, is or is about to violate Analysts International's conflict of interest policies.

___________________________     _____________________                                                                           

Robert E. Woods                                                                                            Date

Received by Analysts International Legal Department on: ___________________________

4

EX-10.3

EXHIBIT 10.3

Exhibit A

CHANGE OF CONTROL AGREEMENT

Parties:	Analysts International Corporation	(“Company”)
	3601 West 76th Street, Suite 600
	Minneapolis, MN  55435
	Robert E. Woods	(“Executive”)
Date:	January 3, 2008

RECITALS:

1.            Executive has been employed by the Company since January 1, 2008, and currently serves as the Senior Vice President, Secretary, and General Counsel 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.

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) monthsbeyond 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.

1

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;

(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:

2

(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 substantial 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) the commission by Executive of any willful, intentional or wrongful act that has the effect of materially injuring the reputation, business or performance of the Company; (iii) Executive’s conviction of, or Executive’s guilty or nolo contendere plea with respect to, any crime punishable as a felony; (iv)  Executive’s conviction of, or Executive’s guilty or nolo contendere plea with respect to, any crime involving moral turpitude; or (v) 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, in bad faith and without any reasonable belief that Executive’s action or omission was in the best interests of the Company.

(b)            The termination of employment with the Company by Executive for “Good Reason.”  Such termination shall be accomplished by, and effective upon, Executive giving written notice to the Company of his/her decision to terminate.  “Good Reason” shall mean a good faith determination by Executive that any one or more of the following events has occurred upon or within twelve (12) months after a Change of Control; provided, however, that such event shall not constitute Good Reason if Executive has expressly consented to such event in writing or if Executive fails to provide written notice of his/her decision to terminate within ninety (90) days of the occurrence of such event:

3

(1) A change in Executive’s reporting title(s), status, position(s), authority, duties or responsibilities as an executive of the Company as in effect immediately prior to the Change of Control which, in Executive’s reasonable judgment, is material and adverse (other than, if applicable, any such change directly attributable to the fact that the Company is not longer publicly owned); provided, however, that Good Reason does not include such a change that is remedied by the Company promptly after receipt of notice of such change is given by Executive;

(2) A reduction by the Company in Executive’s base salary or an adverse change in the form or timing of the payment thereof, as in effect immediately prior to the Change of Control or as thereafter increased;

(3) the Company’s requiring Executive to be based more than fifty (50) miles from where Executive’s office is located immediately prior to the Change of Control, except for required travel on the Company’s business, and then only to the extent substantially consistent with the travel obligations which Executive undertook on behalf of the Company during the ninety-day period immediately preceding the Change of Control (without regard to travel related to or in anticipation of the Change of Control);

(4) the Company’s failure to cover Executive under any pension, bonus, incentive, stock ownership, stock purchase, stock option, life insurance, health, accident, disability, or any other employee compensation or benefit plan, program or arrangement (collectively referred to as the “Benefit Plans”) that, in the aggregate, provide substantially similar benefits to Executive (and/or Executive’s family and dependents) at a substantially similar total cost to Executive (e.g., premiums, deductibles, co-pays, out-of-pocket maximums, and required contributions) relative to the benefits and total costs under the Benefit Plans in which Executive (and/or Executive’s family or dependents) was participating at any time during the ninety-day period immediately preceding the Change of Control;

4

(5) any purported termination by the Company of Executive’s employment that is not properly effected pursuant to a written notice that specifies the provision pursuant to which such notice is given and which complies with all other requirements of this Agreement, and, for purposes of this Agreement, no such purported termination will be effective; or

(6) any refusal by the Company to continue to allow Executive to attend to matters or engage in activities not directly related to the business of the Company which, at any time prior to the Change of Control, Executive was not expressly prohibited in writing by the Board from attending to or engaging in.

Termination for “Good Reason” shall not include Executive’s death or a termination for any reason other than one of the events specified in clauses (1) through (6) above.

4.            Compensation and Benefits.  Subject to the limitations contained in this Agreement, upon a Change of Control Termination, Executive shall be entitled to all of the following compensation and benefits:

(a) Within ten (10) business days after a Change of Control Termination, the Company shall pay to Executive:

(1) All salary and other compensation earned by Executive through the date of the Change of Control Termination at the rate in effect immediately prior to such Termination;

(2) All other amounts to which Executive may be entitled to receive under any compensation plan maintained by the Company, subject to any distribution requirements contained therein, including but not limited to amounts payable under the Restated Special Executive Retirement Plan, or any successor plan;

(3) A severance payment, payable in a lump sum in cash, equal to one (1)times the annual cash compensation paid to Executive by the Company (or any predecessor entity or related entity) and includible in Executive’s gross income for federal income tax purposes for the calendar year immediately prior to the Change of Control Termination.  For purposes of this paragraph, “annual cash compensation” shall mean Executive’s annual base salary.  Further, for purposes of this paragraph, “predecessor entity” and “related entity” shall have the meaning set forth in Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

(b) The Company shall provide Executive with continuation coverage (“COBRA coverage”) under the Company’s life, health, dental and other welfare plans as required by the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended, and applicable state law.

5

(c) The Company shall provide Executive with outplacement services for twelve (12) months following the Change of Control Termination or, if earlier, until Executive has accepted employment with another employer.

Notwithstanding the foregoing, if any of the payments described in this Section 4 above are subject to the requirements of Code Section 409A and the Company determines that Executive is a “specified employee” as defined in Code Section 409A as of the date of the Change of Control Termination, such payments shall not be paid or commence earlier than the first day of the seventh month following the Change of Control Termination, but shall be paid or commence during the calendar year following the year in which the Change of Control Termination occurs and within 30 days of the earliest possible date permitted under Code Section 409A.  Further, in no event shall the benefits described in Section 4(c) extend beyond December 31st of the second calendar year following the calendar year in which the Change of Control Termination occurs.

5.            Limitation on Change of Control Payments.  Executive shall not be entitled to receive any Change of Control Payment, as defined below, which would constitute a “parachute payment” for purposes of Code Section 280G, or any successor provision, and the regulations thereunder.  In the event any Change of Control Payment payable to Executive would constitute a “parachute payment,” Executive shall have the right to designate those Change of Control Payments which would be reduced or eliminated so that Executive will not receive a “parachute payment.”  For purposes of this Section 5, a “Change of Control Payment” shall mean any payment, benefit or transfer of property in the nature of compensation paid to or for the benefit of Executive under any arrangement which is considered contingent on a Change of Control for purposes of Code Section 280G, including, without limitation, any and all of the Company’s salary, bonus, incentive, restricted stock, stock option, equity-based compensation or benefit plans, programs or other arrangements, and shall include benefits payable under this Agreement.

6.            Withholding Taxes.  The Company shall be entitled to deduct from all payments or benefits provided for under this Agreement any federal, state or local income and employment-related taxes required by law to be withheld with respect to such payments or benefits.

7.            Successors and Assigns.  This Agreement shall inure to the benefit of and shall be enforceable by Executive, his/her heirs and the personal representative of his/her estate, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.  The Company will require the transferee of any sale of all or substantially all of the business and assets of the Company or the survivor of any merger, consolidation or other transaction expressly to agree to honor this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such event had taken place.  Failure of the Company to obtain such agreement before the effective date of such event shall be a breach of this Agreement and shall entitle Executive to the benefits provided in Sections 4 and 5 as if Executive had terminated employment for Good Reason following a Change in Control.

6

8.            Notices.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.  All notices to the Company shall be directed to the attention of the Board of Directors of the Company.

9.            Captions.  The headings or captions set forth in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

10.            Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Minnesota.

11.            Construction.  Wherever possible, each term and provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.  If any term or provision of this Agreement is invalid or unenforceable under applicable law, (a) the remaining terms and provisions shall be unimpaired, and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the unenforceable term or provision.

12.            Amendment; Waivers.  This Agreement may not be modified, amended, waived or discharged in any manner except by an instrument in writing signed by both parties hereto.  The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.  Notwithstanding anything in this Agreement to the contrary, the Company expressly reserves the right to amend this Agreement without Executive’s consent to the extent necessary or desirable to comply with Code Section 409A, and the regulations, notices and other guidance of general applicability issued thereunder.

13.            Entire Agreement.  This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the Company and Executive with respect to the subject matter hereof, including but not limited to any negotiations, commitments, agreements or writings relating to any severance benefits payable to Executive, and constitutes the entire agreement and understanding between the parties hereto.  All such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

14.            Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

7

15.            Arbitration.  Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy.  If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years.  If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator.  Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement.  Limited civil discovery shall be permitted for the production of documents and taking of depositions.  Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute.  The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded.  Unless otherwise ordered by the arbitrator, the parties shall share equally in the payment of the fees and expenses of the arbitrator.  The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of the prevailing party’s costs and fees, including the arbitrator’s fees, and expenses, and the prevailing party’s travel expenses, out-of-pocket expenses and reasonable attorneys’ fees.  Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

ANALYSTS INTERNATIONAL CORPORATION

By:  ______________________________________

Its:   ______________________________________

__________________________________________

Executive

8

EX-10.4

EXHIBIT 10.4

SEVERANCE AGREEMENT AND RELEASE OF CLAIMS

Colleen M. Davenport

I.            Definitions.  I intend all words used in this Severance Agreement and Release of Claims (“Agreement”) to have their plain meanings in ordinary English.  Specific terms that I use in this Agreement have the following meanings:

A. I, me, and my include both me (Colleen Davenport) and anyone who has or obtains any legal rights or claims through me.

B. Analysts International means Analysts International Corporation and any related or affiliated business entities in the present or past, including without limitation, its or their predecessors, successors, parents, subsidiaries, affiliates, joint venture partners, and divisions.

C. Company means Analysts International; the present and past Board of Directors, shareholders, officers and employees of Analysts International; Analysts International’s insurers; and anyone who acted on behalf of Analysts International or on instructions from Analysts International.

D. My Claims means any and all claims, actions, rights, causes of action and demands, known or unknown, arising at law, in equity, or otherwise, from the beginning of time and continuing through and up to the date on which I sign this Agreement, which I have or may have against the Company, including without limitation:

1. all claims arising out of or relating to my employment with Analysts International or the termination of that employment;

2. all claims arising out of or relating to the statements, actions or omissions of the Company;

3. all claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act, 42 U.S.C. § 1981, the Employee Retirement Income Security Act (except for any vested claim for benefits under a qualified retirement plan that may be brought pursuant to 502(a)(1)(B) of ERISA), the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Minnesota Human Rights Act, and any applicable local human rights ordinance;

4. all claims for alleged wrongful discharge; breach of contract; breach of implied contract; failure to keep any promise; breach of a covenant of good faith and fair dealing; breach of fiduciary duty; estoppel; my activities, if any, as a “whistleblower”; defamation; infliction of emotional distress; fraud; misrepresentation; negligence; harassment; retaliation or reprisal; constructive discharge; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; any other wrongful employment practices; and violation of any other principle of common law;

5. all claims for compensation of any kind, including without limitation, salary, wages, bonuses, commissions, stock-based compensation, vacation pay, paid time off, fringe benefits and expense reimbursements;

6. all claims for reinstatement or other equitable relief; back pay, front pay, compensatory damages, damages for alleged personal injury, liquidated damages and punitive damages; and

7. all claims for attorneys’ fees, costs and interest.

However, My Claims does not include any claims that the law does not allow to be waived or any claims that may arise after the date on which I sign this Agreement.

II.Termination of Employment and Agreement to Release My Claims.

A.            My employment with Analysts International will terminate as of the close of business on January 31, 2008. Provided I perform all of my obligations under this Agreement and do not revoke this Agreement within the fifteen-day revocation period below, I will receive “Special Consideration” from Analysts International in the form of:

i.   a single lump sum severance payment equal to one year’s salary (at my current rate of pay and subject to normal withholdings);

ii.   a bonus of $25,000, equivalent to the fourth quarter management incentive bonus opportunity, which the Company will pay whether or not I actually qualify for such bonus;

iii.   a $20,000 stay bonus if, in the reasonable judgment of the Company’s CEO, I satisfactorily perform the transition of my duties through January 31, 2008;

iv.   an additional payment in the amount of $27,000.00, provided I arrange the safe return to the Company, on or before January 31, 2008 and at the Company’s expense, of the leased vehicle the Company has provided for me, in good and resalable condition, excepting only normal wear and tear;

v.   payment of 100% of the monthly premiums for health, dental and life insurance coverage through January 31, 2009 or until I become eligible for comparable health, dental, and life insurance through another employer, whichever occurs sooner; and

vi.   twelve months of outplacement services (which may begin any time after execution and delivery of this agreement and expiration of the revocation period set forth herein).

B.            My Special Consideration is contingent upon me signing and not revoking this Agreement as provided below. I understand and acknowledge that the Special Consideration is in addition to anything of value that I would be entitled to receive from Analysts International if I did not sign this Agreement or if I revoked this Agreement.

C.            In exchange for the Special Consideration, I give up, settle and release all of My Claims and I agree to abide by this Agreement in all respects.  I understand and agree that through this release I am extinguishing all of My Claims occurring up to the date on which I sign this Agreement.  The Special Consideration that I am receiving is a fair compromise for my undertakings in this Agreement.

2

D.            Notwithstanding the foregoing, I understand that nothing contained in this Agreement purports to limit any right I may have to file a charge with Equal Employment Opportunity Commission or other administrative agency or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or other investigative agency. This Agreement does, however, waive and release any right to recover monetary damages resulting from such investigation or litigation.

III.            No Admission of Liability.  Even though Analysts International will provide Special Consideration for me to settle and release My Claims and to otherwise abide by this Agreement, the Company does not admit that it is responsible or legally obligated to me.  In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly or acted wrongfully.

IV.            Acknowledgement of Risk of Change in Facts or Law.  I acknowledge that the facts and the law material to this Agreement may turn out to be different from or contrary to my present belief, and I assume the risk that such differences may arise.  I acknowledge and represent that I have not relied on any representations of the Company or the Company’s counsel in entering into this Agreement.  Once the fifteen day revocation period below has expired, I intend that the release granted herein shall be final, complete, irrevocable and binding in all events and circumstances whatsoever.

V.            Advice to Consult with an Attorney.  I understand and acknowledge that I am hereby being advised by the Company to consult with an attorney prior to signing this Agreement. My decision whether to sign this Agreement is my own voluntary decision made with full knowledge that the Company has advised me to consult with an attorney.

VI.            Period to Consider this Agreement.  I understand that I have 45 days from the day that I receive this Agreement (not counting the day upon which I receive it), or through

February 18, 2008, or whichever is later, to consider whether I wish to sign this Agreement.  I understand Analysts International will accept this Agreement and pay to me the Special Consideration described above if I sign and return this Agreement and if I do not revoke this Agreement as provided below.  I understand that if I sign this Agreement on or before February 18, 2008, or choose to forego the advice of legal counsel, I do so freely and knowingly, and I waive any and all further claims that such action or actions would affect the validity of this Agreement.  I understand that any changes to this Agreement, whether material or not material, do not restart the period of time I have to consider whether or not to sign this Agreement.

If I elect not to execute and return this Agreement on or before February 18, 2008, I further understand that the offer contained herein shall terminate and Analysts International shall be under no obligation to provide the severance compensation and the benefits provided herein.

VII.            My Right to Revoke this Agreement.  I understand that I may revoke this Agreement at any time within fifteen days after I sign it, not counting the day upon which I sign it.  This Agreement will not become effective or enforceable unless and until the fifteen-day revocation period has expired without my revoking it.  I understand that if I rescind or revoke this Agreement, all of Analysts International’s obligations to me under this Agreement will immediately cease and terminate, and Analysts International will owe me no amounts hereunder.  If I do not revoke or rescind this Agreement within said fifteen-day period, I understand that the Company will pay the Special Consideration to me on my termination date or when that fifteen-day period expires, whichever is later.

3

VIII.              Procedure for Accepting or Revoking this Agreement. To accept the terms of this Agreement, I must deliver the Agreement, after I have signed and dated it, to Analysts International by hand or by certified mail, return receipt requested, on or before February 18, 2008.  To revoke my acceptance, I must deliver a written, signed statement that I revoke my acceptance to Analysts International by hand or by certified mail within the fifteen-day revocation period.  All certified mailings and hand deliveries must be made to Analysts International at the following address:

Jill Dose

Analysts International Corporation

3601 West 76th Street

Edina, MN55435

If I choose to deliver my acceptance or the revocation of my acceptance by mail, it must be:

1. postmarked within the period stated above; and

2. properly addressed to Jill Dose, Analysts International, at the address stated above.

IX.            Non-disparagement.  Both I and the Company agree not to make negative or disparaging remarks or comments about each other, including, in the case of the Company, about its officers, directors, management, employees, products or services.

X.            Non-solicitation.  I will not solicit, either directly or indirectly, or accept, for my own account or for anyone else, business for services or products similar in use or application to Analysts International’s services or products of any Analysts International customer or prospective customer: (i) which at any time during the last 12 months of my employment with Analysts International was a customer of the office, business group or unit, practice or reporting unit to which I was assigned; or (ii) to whom, during the last 12 months of my employment the Analysts International office, business group or unit, practice or reporting unit which I was assigned, submitted a proposal or proposals for Analysts International’s services or products; or (iii) with whom, during the last 12 months of my employment, I otherwise dealt or about whom I received business information.  I will also refrain from participating in or giving information or other assistance to anyone else in soliciting such business from these Analysts International customers and prospective customers.  I agree that I will refrain from this form of unfair competition for a period of 12 months after my employment with Analysts International.

XI.            Non-interference, Cooperation.  Recognizing that Analysts International incurs significant expense in recruiting its personnel and has the right to expect their continued service, I will not interfere with Analysts International’s relationships with its employees and subcontractors.  Specifically, I will not participate or give assistance in any effort of any other business, including any business that I may own or operate to hire or engage the services of an Analysts International employee or subcontractor; nor will I encourage any Analysts International employee or subcontractor to leave the employment or service of Analysts International.  I agree that I will not engage in this form of unfair competition for a period of 12 months after my employment with Analysts International.  In addition, for not less than one (1) year following termination of my employment, I will cooperate with the Company in any matters involving the transition of my responsibilities or other matters involving the business of the Company.

XII.            Confidentiality.  I agree that following the termination of my employment, I will keep confidential, and will not use for my benefit for the benefit of any other company or person, confidential Analysts International business information, including but not limited to the identity of Analysts International customers and prospective customers and their requirements for IT consulting and other services provided by Analysts International, salary information, contract rates in contract expiration dates, details of Analysts International projects, business, marketing and strategic plans and company or office financial information.  I recognize that the Company has furnished any information of this type to me in confidence on the understanding that I would not disclose any such confidential information or use it for the advantage of myself or anyone other than Analysts International.  Notwithstanding the foregoing, the Company agrees that I may keep work product for re-use of forms, etc. in future work without company identifying information, subject to the attorney-client privilege and my professional obligations as an attorney.

4

XIII.Return of Property.  I agree that I will not retain any copies of Company property or documents.  I agree that this obligation is ongoing and that if I subsequently discover any additional company property that I will promptly return it to Analysts International.  I represent that I have delivered and returned to the Company (a) all materials of any kind in my possession (or under my control) incorporating Confidential Information (as such term is defined in any applicable agreement between me and the Company) or otherwise relating to the Company’s business (including but not limited to all such materials and/or information stored on any computer or other storage device owned or used by me), and (b) all Company property in my possession (or under my control), including (but not limited to) computers, computer software applications, cellular telephones, pagers, credit cards, keys, records, files, manuals, books, forms, documents, letters, memoranda, data, tables, photographs, video tapes, audio tapes, computer disks and other computer storage media, all materials that include trade secrets, and all copies, summaries or notes of any of the foregoing.

Notwithstanding the foregoing, the Company agrees that I may keep the laptop computer I currently use for Company business.  I will promptly and permanently remove all Company information on such computer.  I acknowledge and agree that from and after the effective date of termination of my employment with the Company, I will be solely responsible for any and all maintenance and support with respect to such computer, which is being furnished to me “AS IS” and without warranty of any kind (other than the warranty of clear title).

XIV.           No Other Promises or Representations.  I agree that no promise or representation, other than the promises and representations expressly contained in this Agreement and the Notice Letter from the Company dated January 4, 2008 (the “Notice Letter”), has been made to me by the Company with regard to my separation from employment with the Company.  Notwithstanding the foregoing, the Company hereby acknowledges its continuing deferred compensation obligations to me as set forth in the Notice Letter and under the Company’s Restated Special Executive Retirement Plan as adopted December 27, 2006 and amended September 1, 2007.

XV.            Interpretation of this Agreement.  This Agreement should be interpreted as broadly as possible to achieve my intention to resolve all of My Claims against the Company and to otherwise fulfill my obligations under this Agreement.  If any provision of this Agreement is found to be illegal and/or unenforceable, such provision shall be severed and modified to the extent necessary to make it enforceable; and as so severed or modified, the remainder of this Agreement shall remain in full force and effect and enforceable with respect to the release of all the remainder of My Claims.

XVI.             Voluntary Release.  I have read this Agreement carefully.  I understand all of its terms.  In signing this Agreement, I have not relied on any statements or explanations made by the Company except as specifically set forth in this Agreement.  I am voluntarily releasing My Claims against the Company without coercion, duress or reliance on any representations by any Analysts International employee, agent or attorney and I am voluntarily undertaking my other obligations under this Agreement without coercion, duress or reliance on any representations by any Analysts International employee, agent or attorney.  I intend this Agreement to be legally binding.

XVII.            Non-Disclosure of this Agreement.  I agree that the terms of this Agreement are confidential.  I will not, directly or indirectly, disclose any of the terms of this Agreement to anyone other than my immediate family or counsel, except as such disclosure may be required for accounting or tax reporting

5

purposes or as otherwise may be required by law (for example, by subpoena or other compulsory legal process).

XVIII.          Governing Law; Jurisdiction and Venue.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Minnesota and any dispute related thereto shall be exclusively venued in the state courts of Minnesota located in Hennepin County, Minnesota.  In the event litigation results involving this Agreement, the unsuccessful party agrees to pay the prevailing party’s reasonable attorneys’ fees and costs.

XIX.            Other Agreements.  I understand that this Severance Agreement and Release of Claims and the employee benefit plans of the Company in which I am a participant (including the Company’s Restated Special Executive Retirement Plan as adopted December 27, 2006 and amended September 1, 2007) contain all of the agreements between the Company and me.  These agreements supersede all other written and oral agreements we may have.  Any additions or changes to this Agreement must be in writing and signed by both parties.

XX.            Survival.  I understand that the provisions of this Agreement that, by their nature and content, must survive the completion, rescission, termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement (including but not limited to the provisions of paragraphs II(C), IX, X, XI, XII & XIII of this Agreement) will survive the termination of my employment and the termination, for any reason, of this Agreement.

XXI.             Release as Evidence.  I understand and agree that in the event that any claim, suit or action shall be commenced by me against Analysts International, including, but not limited to, claims, suits or actions relating to my employment with Analysts International through this date, this Agreement shall constitute a complete defense to any such claims, suits or actions so instituted.

Colleen M. Davenport	Analysts International Corporation
_______________________________	By: ___________________________
	Title: __________________________
Date signed: ____________________	Date signed: ____________________

6

EX-10.5

EXHIBIT 10.5

CHANGE OF CONTROL AGREEMENT

Parties:	Analysts International Corporation	(“Company”)
	3601 West 76th Street, Suite 600
	Minneapolis, MN  55435
	____________________________	(“Executive”)
Date:	______________________, 20___

RECITALS:

1.            Executive has been employed by the Company since _____________, 20___, and currently serves as the ___________________ 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, including the Agreement dated _______________, ____, as amended on ________________, _______.

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) monthsbeyond 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;

(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:

2

(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 substantial 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) the commission by Executive of any willful, intentional or wrongful act that has the effect of materially injuring the reputation, business or performance of the Company; (iii) Executive’s conviction of, or Executive’s guilty or nolo contendere plea with respect to, any crime punishable as a felony; (iv)  Executive’s conviction of, or Executive’s guilty or nolo contendere plea with respect to, any crime involving moral turpitude; or (v) 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, in bad faith and without any reasonable belief that Executive’s action or omission was in the best interests of the Company.

(b)            The termination of employment with the Company by Executive for “Good Reason.”  Such termination shall be accomplished by, and effective upon, Executive giving written notice to the Company of his/her decision to terminate.  “Good Reason” shall mean a good faith determination by Executive that any one or more of the following events has occurred upon or within twelve (12) months after a Change of Control; provided, however, that such event shall not constitute Good Reason if Executive has expressly consented to such event in writing or if Executive fails to provide written notice of his/her decision to terminate within ninety (90) days of the occurrence of such event:

3

(1) A change in Executive’s reporting title(s), status, position(s), authority, duties or responsibilities as an executive of the Company as in effect immediately prior to the Change of Control which, in Executive’s reasonable judgment, is material and adverse (other than, if applicable, any such change directly attributable to the fact that the Company is not longer publicly owned); provided, however, that Good Reason does not include such a change that is remedied by the Company promptly after receipt of notice of such change is given by Executive;

(2) A reduction by the Company in Executive’s base salary or an adverse change in the form or timing of the payment thereof, as in effect immediately prior to the Change of Control or as thereafter increased;

(3) the Company’s requiring Executive to be based more than fifty (50) miles from where Executive’s office is located immediately prior to the Change of Control, except for required travel on the Company’s business, and then only to the extent substantially consistent with the travel obligations which Executive undertook on behalf of the Company during the ninety-day period immediately preceding the Change of Control (without regard to travel related to or in anticipation of the Change of Control);

(4) the Company’s failure to cover Executive under any pension, bonus, incentive, stock ownership, stock purchase, stock option, life insurance, health, accident, disability, or any other employee compensation or benefit plan, program or arrangement (collectively referred to as the “Benefit Plans”) that, in the aggregate, provide substantially similar benefits to Executive (and/or Executive’s family and dependents) at a substantially similar total cost to Executive (e.g., premiums, deductibles, co-pays, out-of-pocket maximums, and required contributions) relative to the benefits and total costs under the Benefit Plans in which Executive (and/or Executive’s family or dependents) was participating at any time during the ninety-day period immediately preceding the Change of Control;

(5)  any purported termination by the Company of Executive’s employment that is not properly effected pursuant to a written notice that specifies the provision pursuant to which such notice is given and which complies with all other requirements of this Agreement, and, for purposes of this Agreement, no such purported termination will be effective; or

4

(6) any refusal by the Company to continue to allow Executive to attend to matters or engage in activities not directly related to the business of the Company which, at any time prior to the Change of Control, Executive was not expressly prohibited in writing by the Board from attending to or engaging in.

Termination for “Good Reason” shall not include Executive’s death or a termination for any reason other than one of the events specified in clauses (1) through (6) above.

4.            Compensation and Benefits.  Subject to the limitations contained in this Agreement, upon a Change of Control Termination, Executive shall be entitled to all of the following compensation and benefits:

(a) Within ten (10) business days after a Change of Control Termination, the Company shall pay to Executive:

(1) All salary and other compensation earned by Executive through the date of the Change of Control Termination at the rate in effect immediately prior to such Termination;

(2) All other amounts to which Executive may be entitled to receive under any compensation plan maintained by the Company, subject to any distribution requirements contained therein, including but not limited to amounts payable under the Restated Special Executive Retirement Plan, or any successor plan;

(3) A severance payment, payable in a lump sum in cash, equal to one (1)times the annual cash compensation paid to Executive by the Company (or any predecessor entity or related entity) and includible in Executive’s gross income for federal income tax purposes for the calendar year immediately prior to the Change of Control Termination.  For purposes of this paragraph, “annual cash compensation” shall mean Executive’s annual base salary.  Further, for purposes of this paragraph, “predecessor entity” and “related entity” shall have the meaning set forth in Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

(b) The Company shall provide Executive with continuation coverage (“COBRA coverage”) under the Company’s life, health, dental and other welfare plans as required by the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended, and applicable state law.

5

(c) The Company shall provide Executive with outplacement services for twelve (12) months following the Change of Control Termination or, if earlier, until Executive has accepted employment with another employer.

Notwithstanding the foregoing, if any of the payments described in this Section 4 above are subject to the requirements of Code Section 409A and the Company determines that Executive is a “specified employee” as defined in Code Section 409A as of the date of the Change of Control Termination, such payments shall not be paid or commence earlier than the first day of the seventh month following the Change of Control Termination, but shall be paid or commence during the calendar year following the year in which the Change of Control Termination occurs and within 30 days of the earliest possible date permitted under Code Section 409A.  Further, in no event shall the benefits described in Section 4(c) extend beyond December 31st of the second calendar year following the calendar year in which the Change of Control Termination occurs.

5.            Limitation on Change of Control Payments.  Executive shall not be entitled to receive any Change of Control Payment, as defined below, which would constitute a “parachute payment” for purposes of Code Section 280G, or any successor provision, and the regulations thereunder.  In the event any Change of Control Payment payable to Executive would constitute a “parachute payment,” Executive shall have the right to designate those Change of Control Payments which would be reduced or eliminated so that Executive will not receive a “parachute payment.”  For purposes of this Section 5, a “Change of Control Payment” shall mean any payment, benefit or transfer of property in the nature of compensation paid to or for the benefit of Executive under any arrangement which is considered contingent on a Change of Control for purposes of Code Section 280G, including, without limitation, any and all of the Company’s salary, bonus, incentive, restricted stock, stock option, equity-based compensation or benefit plans, programs or other arrangements, and shall include benefits payable under this Agreement.

6.            Withholding Taxes.  The Company shall be entitled to deduct from all payments or benefits provided for under this Agreement any federal, state or local income and employment-related taxes required by law to be withheld with respect to such payments or benefits.

7.            Successors and Assigns.  This Agreement shall inure to the benefit of and shall be enforceable by Executive, his/her heirs and the personal representative of his/her estate, and shall be binding upon and inure to the benefit of the Company and its successors and assigns.  The Company will require the transferee of any sale of all or substantially all of the business and assets of the Company or the survivor of any merger, consolidation or other transaction expressly to agree to honor this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such event had taken place.  Failure of the Company to obtain such agreement before the effective date of such event shall be a breach of this Agreement and shall entitle Executive to the benefits provided in Sections 4 and 5 as if Executive had terminated employment for Good Reason following a Change in Control.

6

8.            Notices.  For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.  All notices to the Company shall be directed to the attention of the Board of Directors of the Company.

9.            Captions.  The headings or captions set forth in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.

10.            Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Minnesota.

11.            Construction.  Wherever possible, each term and provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.  If any term or provision of this Agreement is invalid or unenforceable under applicable law, (a) the remaining terms and provisions shall be unimpaired, and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the unenforceable term or provision.

12.            Amendment; Waivers.  This Agreement may not be modified, amended, waived or discharged in any manner except by an instrument in writing signed by both parties hereto.  The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.  Notwithstanding anything in this Agreement to the contrary, the Company expressly reserves the right to amend this Agreement without Executive’s consent to the extent necessary or desirable to comply with Code Section 409A, and the regulations, notices and other guidance of general applicability issued thereunder.

13.            Entire Agreement.  This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements (written or oral) and writings between the Company and Executive with respect to the subject matter hereof, including but not limited to any negotiations, commitments, agreements or writings relating to any severance benefits payable to Executive, and constitutes the entire agreement and understanding between the parties hereto.  All such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.

14.            Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

7

15.            Arbitration.  Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy.  If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years.  If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator.  Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement.  Limited civil discovery shall be permitted for the production of documents and taking of depositions.  Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute.  The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded.  Unless otherwise ordered by the arbitrator, the parties shall share equally in the payment of the fees and expenses of the arbitrator.  The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of the prevailing party’s costs and fees, including the arbitrator’s fees, and expenses, and the prevailing party’s travel expenses, out-of-pocket expenses and reasonable attorneys’ fees.  Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

ANALYSTS INTERNATIONAL CORPORATION

By:  ______________________________________

Its:   ______________________________________

__________________________________________

Executive

8