BMC INDUSTRIES, INC. 1996 MANAGEMENT INCENTIVE PLAN OBJECTIVES - ---------- - To focus management's attention on division's annual profit performance and balance sheet management. - To recognize the extraordinary contributions of individual managers, in years when earnings exceed "Par" performance. GLOSSARY OF TERMS - ----------------- "Maximum" Performance - That level of consolidated net earnings justifying a "maximum" incentive award. "Par" Performance - The level of consolidated net earnings, as approved by the Board, justifying a "target incentive award". "Cut-in" Performance - The minimum level of consolidated net earnings, defined as 95% of "Par", justifying an incentive award. "Target" Incentive - The percent (%) of base pay when a 100% incentive award is earned. "Minimum" Incentive - The percent (%) of base pay when a 50% incentive award is earned. "Maximum" Incentive - The percent (%) of base pay when a 150% incentive award is earned. "BMC Earnings Threshold" - The minimum level of consolidated net earnings before a division participant in the Plan will be eligible for an incentive award. "Division DCE Threshold" - The "Cut-in" performance standard, expressed as DCE, below which incentive will not be awarded. 1996 MANAGEMENT INCENTIVE PLAN SUMMARY -------------------------------------- PARTICIPANTS: Elected officers and key managers. PERFORMANCE STANDARDS: A. 1996 Corporate Performance Standards - "Maximum" performance is 108.3% of the "Par" consolidated net earnings. "Par" performance is the consolidated net earnings number, as approved by the Board. "Cut-in" performance is 95% of the "Par" consolidated net earnings. B. 1996 Division Performance Standards - The "BMC Earnings Threshold" is 75% of the 1996 Corporate "Cut-in" performance standard. The "DCE Threshold" is the "Cut-in" defined at the DCE line. "Par" performance is the BUDGETED operating earnings (budgeted DCE). AWARD LEVELS: "Target" incentive awards range from 10% to 57.25% of base salary, depending on level of responsibility. ORGANIZATION WEIGHTING: There is no organization weighting, i.e., Corporate participants earn awards based on Corporate performance and division participants earn awards based on division performance. INCENTIVE OPPORTUNITY: Individual incentive awards will be prorated and calculated based on the following, once the applicable "Thresholds" have been exceeded. - 150% of "Target" incentive is earned when reported earnings equal or exceed "Maximum". - 100% of "Target" incentive is earned when reported earnings equal "Par". - 50% of "Target" incentive is earned when reported earnings equal "Cut-in". - No incentive will be paid when reported earnings fall below "Cut-in". - Division/Corporate staff "Discretionary Incentive Pools" will be generated when earnings performance exceeds "Par". The "Pool" will be 10% of the accrued incentive dollars at "Par". Discretionary awards will be in addition to the incentive awards by formula. However, such awards cannot exceed the "Pool" and must be approved by the CEO. PAYMENT FORM: Cash.