MATERIAL TERMS OF THE MANAGEMENT INCENTIVE PLAN. The Company's executive
officers and other key management personnel, as determined by the Compensation
Committee, are eligible for cash bonuses under the Company's Management 
Incentive Plan (the "Incentive Plan").  Bonuses under the Incentive Plan are 
paid out of a bonus pool that is established by the Compensation Committee 
based on the Company's actual performance compared to one or more Performance 
Measures (as defined below).

    No later than 90 days after the beginning of each fiscal year, the
Compensation Committee will select the persons who will be eligible to
participate in the Incentive Plan. At that time, the Compensation Committee will
also allocate the bonus pool among the participants, which allocation may be
based on one or more Performance Measures and satisfaction of written
performance goals with respect to each selected Performance Measure. The
Incentive Plan performance goals may be based on any one or more of the
following criteria (the "Performance Measures") or a combination thereof: (i)
net earnings; (ii) earnings per share; (iii) earnings before interest, taxes,
depreciation and/or amortization; (iv) pre-tax operating income; (v) return on
equity; (vi) return on assets; (vii) cash flows; (viii) return on invested
capital; (ix) Economic Value Added; and (x) total shareholder return. These
criteria can be applied on either an absolute or relative (with respect to the
Company's operating plans, the Company's past performance or the performance of
other companies) basis, and on either a consolidated or business unit level. In
addition, to the extent consistent with the goal of providing for deductibility
under Section 162(m), the Compensation Committee may consider other performance
criteria in determining the level of actual payouts from the bonus pool. The
Compensation Committee has the discretion to payout less than the full amount of
the bonus pool.

    The maximum amount of compensation that may be paid under the Incentive Plan
to any participant in any given fiscal year is the lesser of 200% of the
participant's base salary or $900,000. The Compensation Committee may not
increase the amount of any participant's bonus under the Incentive Plan as so
determined, but may reduce, or totally eliminate, such bonus if the Compensation
Committee determines that such a reduction or elimination is appropriate in
order to reflect the participant's performance or other factors.

    All payments pursuant to the Incentive Plan are to be made in cash, unless
the Compensation Committee determines otherwise, and only after the Compensation
Committee certifies that the pre-established performance goals for that
particular year have been satisfied.

    The Incentive Plan shall be in effect for the Company's fiscal year ended
January 3, 1998 and will continue in effect for subsequent years unless and
until terminated by the Compensation Committee in accordance with the provisions
of the plan. The Board may suspend, amend or terminate the Incentive Plan
without shareholder approval at any time, except to the extent Section 162(m)
requires shareholder approval thereof.