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SYSCO CORPORATION
AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN
Effective As Of July 3, 1994
EXHIBIT 10(d)
This Sysco Corporation Amended and Restated Management Incentive Plan
(the "Plan") was adopted by unanimous action of the Plan Compensation Committee
(as hereinafter defined) of Sysco Corporation (the "Company") on September 1,
1994, and by the Board of Directors of the Company (the "Board of Directors")
on September 2, 1994.
1. STATEMENT OF PRINCIPLE
The purpose of the Plan is to reward (i) certain key management
personnel for outstanding performance in the management of the divisions or
subsidiaries of the Company (both a division and subsidiary of the Company are
herein referred to as a "Subsidiary") and (ii) certain corporate personnel
for managing the operations of the Company as a whole. Except as otherwise
provided in Section 8 hereof, the total number of shares of Sysco Common Stock,
$1 par value ("Common Stock"), which may be awarded pursuant to this Plan
shall not exceed 2,367,118 shares. All references to periods in the Plan are
to fiscal periods unless otherwise specifically noted.
2. PLAN COMPENSATION COMMITTEE
The Board of Directors has established a committee (the "Plan
Compensation Committee") which is charged with structuring, proposing the
implementation of, and implementing the terms and conditions of, the Plan. The
Plan Compensation Committee shall, at all times, consist of two or more
directors of the Company. The Plan Compensation Committee shall have the
authority to adopt, alter and repeal such rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan (and
any agreements relating thereto); to otherwise supervise the administration of
the Plan; and, except as to the application of this Plan to Senior Executive
Participants (as defined in Section 3 below), to delegate such authority
provided to it hereunder as it may deem necessary or appropriate to the
Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer and any Executive Vice President with authority over food service
operations, and any of them individually. All decisions made by the Plan
Compensation Committee pursuant to the provisions of the Plan shall be made in
the Plan Compensation Committee's sole discretion and shall be final and
binding on all persons, including the Company and Participants. Each director
while a member of the Plan Compensation Committee shall (i) meet the definition
of "disinterested person" contained in Rule 16b-3 promulgated pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended, and (ii)
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be an "outside director", within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), any regulations interpreting
Section 162(m) of the Code, or any other applicable Internal Revenue Service
pronouncements pertaining thereto.
3. PARTICIPANTS
The participants in the Plan for a fiscal year shall be designated by
the Plan Compensation Committee from the persons who are employed by any
Subsidiary ("Subsidiary Participants") or the Company ("Corporate
Participants"), in the following capacities (Subsidiary Participants, Corporate
Participants, and Senior Executive Participants are referred to collectively as
"Participants" or individually as a "Participant"):
Subsidiary Participants - Persons who serve as the Chairman of
the Board of Directors, Chief Executive Officer, Chief Operating
Officer, President, or an Executive Vice President of a Subsidiary,
regardless of whether such Participant works for a division or a
subsidiary of the Company.
Corporate Participants - Persons (i) who serve as Chairman of the
Board of Directors, Chief Executive Officer, Chief Operating Officer,
President, Executive or Senior Vice President, Vice President,
Secretary, Treasurer, Controller, Assistant Secretary, Assistant
Treasurer, Assistant Controller, General Counsel or any other officer
of the Company elected by the Board of Directors, and (ii) who are
also employees of the Company or a Subsidiary.
Senior Executive Participants - In addition to the participants
described above, persons who are "covered employees" of the Company
within the meaning of Code Section 162(m) and proposed Treasury
Regulation 1.162-27(c)(2) (or any successor statute or regulating
section, or any administrative interpretation thereof) (the "Executive
Compensation Provisions") during a fiscal year of the Company shall be
participants in the Plan for such fiscal year. If a Participant is
both a Senior Executive Participant and a Corporate or a Subsidiary
Participant during a fiscal year as a result of the application of the
Executive Compensation Provisions, he or she shall be considered a
Senior Executive Participant, and not a Corporate or a Subsidiary
Participant, during such fiscal year, and shall be subject to any and
all restrictions applicable to Senior Executive Participants hereunder
during such fiscal year.
To the extent possible, the Plan Compensation Committee shall
designate Participants in the Plan prior to the commencement of the fiscal year
in which such designated Participants will be entitled to a bonus under the
Plan, or as soon as practicable during the fiscal year in which a person first
becomes eligible to be a Participant. Once designated as a Participant, the
Plan Compensation Committee can remove an employee as a Participant with or
without cause at any time and the Participant shall not be entitled to any
bonus under the Plan for the year in which he or she is removed regardless of
when during such year he or she is removed.
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4. DEFINITIONS
(A) For Table A Calculations:
(i) Total Capital - for any Subsidiary, the sum of the
following components:
(a) Stockholders' equity - the average of the
amounts outstanding for such Subsidiary at
the end of each quarter for which the
computation is being made (quarterly average
basis).
(b) Long-term debt - the average of the long-term
portion of debt of such Subsidiary
outstanding at the end of each quarter for
which the computation is being made
(quarterly average basis).
(c) Intercompany borrowings - the average of the
amount outstanding at the end of each day
during the period for which the computation
is being made (daily average basis).
(d) FASB No. 13 leases - the average of the
capitalized value of long-term leases at the
end of each quarter during the period for
which the computation is being made
(quarterly average basis).
(e) Imputed plant and equipment - for
Subsidiaries which are leasing major capital
items, the estimated present value of the
cost of such items as of the end of the
fiscal year will be included in the
determination of Total Capital.
(ii) Return on Capital - the Return on Capital for any
Subsidiary is expressed as a percentage and is computed by dividing the
Subsidiary's pretax earnings by the Subsidiary's Total Capital.
(iii) Increase in Pretax Earnings - the Increase in Pretax
Earnings is expressed as a percentage increase of the Subsidiary's actual
pretax earnings for the current year compared to the greater of (a) the
Subsidiary's actual pretax earnings for the prior year, or (b) those earnings
which would have been required to have been earned by the Subsidiary in the
prior year in order to have obtained a 20% return on such Subsidiary's Total
Capital.
(B) For Table B Calculations:
(i) Return on Stockholders' Equity - expressed as a
percentage and computed by dividing the Company's net after-tax earnings for
the year by the Company's average stockholders' equity at the end of each
quarter during the year.
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(ii) Increase in Earnings Per Share - expressed as a
percentage increase of the net after-tax earnings per share for the year over
the prior year's net after-tax earnings per share.
(C) Method of Calculating Quarterly Averages:
In determining the average amount outstanding of stockholders'
equity, long-term debt, and capitalized value of long-term leases under
paragraphs 4(A)(i)(a), (b) and (d), above, and the quarterly average
stockholders' equity under paragraph 4(B)(i) above, such averages shall be
determined by dividing five (5) into the sum of the amounts outstanding of the
relevant category at the end of each of the four quarters of the fiscal year
plus the amount outstanding of the relevant category at the beginning of the
fiscal year.
5. METHOD OF OPERATION
The bonus which a Participant can earn is based on the performance of
the Company as a whole and either the performance of the Subsidiary which
employs such Participant (as to Subsidiary Participants) or of a select group
of Subsidiaries (as to Corporate Participants). The bonus is calculated with
respect to an entire fiscal year and, if earned, shall be paid in accordance
with Section 7 hereof.
(A) Subsidiary Participants and certain Senior Executive
Participants.
With respect to each Subsidiary Participant and each Senior
Executive Participant who would be a Subsidiary Participant but for the
application of the Executive Compensation Provisions, a portion of the bonus
may be earned on the basis of the results of operations of the Subsidiary
employing such Participant, and the balance of the bonus on the basis of the
results of operations of the Company as a whole, all as shown on Tables A and B
attached hereto and made a part hereof. The bonus for such a Participant shall
equal the sum of (i) 70% of the Participant's annual base salary in effect at
the fiscal year end times the applicable percentage determined from Table A,
the "Operations of the Subsidiary" (as adjusted, if applicable, as provided in
Section 5(B), plus (ii) 20% of the Participant's annual base salary in effect
at the fiscal year end times the applicable percentage determined from Table B,
the "Operations of the Company", subject to the further adjustments and
additions provided for in the Plan, unless the Plan Compensation Committee
shall formulate a different bonus structure as to any Subsidiary Participant.
No bonus shall be paid to a Subsidiary Participant or to a Senior Executive
Participant who would be a Subsidiary Participant but for the application of
the Executive Compensation Provisions based upon the Table B calculation unless
he or she is entitled to a bonus based upon the Table A calculation.
For Subsidiary Participants and Senior Executive Participants
who would be Subsidiary Participants but for the application of the Executive
Compensation provisions, the portion of the bonus based upon the results of
Operations of the Subsidiary is determined by multiplying the appropriate
percentage shown on Table A which coincides for the relevant Subsidiary with
the appropriate level of Return on Capital and Increase in Pretax Earnings by
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70% of the Participant's base salary. Accordingly, such a Participant will
not be entitled to any bonus under this Section 5(A) unless the Subsidiary that
employs the Participant achieves, as a minimum, an Increase in Pretax Earnings
of 4% and a 12% Return on Capital, unless the Plan Compensation Committee
formulates a different bonus structure for such Participant. By way of example
based upon Table A, if the Subsidiary achieves only these minimum results, the
Participant will be entitled to a bonus of 70% of his or her base salary
multiplied by a bonus factor of 5%.
Subject to the further adjustments and additions provided for
in this Plan, the remaining portion of the bonus for Subsidiary Participants
and Senior Executive Participants who would be Subsidiary Participants but for
the application of the Executive Compensation Provisions is based upon the
Operations of the Company. This portion of such a Participant's bonus is
calculated by determining the appropriate percentage shown on Table B which
coincides with the appropriate Increase in Earnings Per Share and Return on
Stockholders' Equity for the Company as a whole, and multiplying that
percentage by 20% of the Participant's base salary. A Subsidiary Participant
or a Senior Executive Participant who would be a Subsidiary Participant but for
the application of the Executive Compensation provisions will receive no bonus
as a result of the Table B calculation unless the Company achieves an Increase
in Earnings Per Share of at least 10% and achieves a Return on Stockholders'
Equity of at least 14%, unless the Plan Compensation Committee formulates a
different bonus structure for such Participant. By way of example, if the
Company achieves only these minimum results, such a Participant would receive,
based upon Table B, a bonus of 20% of his or her base salary multiplied by the
bonus factor of 10%, provided that the Participant is entitled to a bonus based
upon the Operations of the Subsidiary employing such Participant.
Notwithstanding the foregoing, unless otherwise determined by
the Plan Compensation Committee in its sole discretion, only Subsidiary
Participants whose Subsidiary achieved a 20% or greater Return on Capital for
the fiscal year preceding the fiscal year for which the bonus is being
determined (the "Prior Fiscal Year"; the fiscal year for which the bonus is
being calculated is the "Current Fiscal Year") shall be entitled to a bonus
determined from Tables A and B in the manner provided in this paragraph 5(A).
For any Subsidiary Participant whose Subsidiary did not achieve a 20% or
greater Return on Capital for the Prior Fiscal Year, the Plan Compensation
Committee may establish a special bonus formula for, or it may decline to award
a bonus to, such Subsidiary Participant for the Current Fiscal Year.
(B) Additional Bonus. In addition to the bonus calculated in
accordance with Section 5(A) above, a Subsidiary Participant may also be
entitled to an additional bonus ("Additional Bonus") if awarded by the Plan
Compensation Committee in its sole discretion. The Additional Bonus shall be
established by the Plan Compensation Committee, in its sole discretion, at one
or more times during such fiscal year or within ninety (90) days following the
end of such fiscal year. The Plan Compensation Committee shall determine the
Additional Bonus applicable to a particular Subsidiary Participant, if any,
based upon (i) annual sales increases of the Subsidiary which employs such
Participant over prior year's sales in excess of 15%, (ii) the development of
management personnel at the Subsidiary which employs such Participant who are
made available
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for transfer to other Subsidiaries or the corporate headquarters of the
Company, (iii) such Participant's supervision of another Subsidiary or
Subsidiaries in addition to the Subsidiary which employs them and to which they
are primarily responsible, and (iv) such other criteria as the Plan
Compensation Committee may develop in its sole discretion.
A Senior Executive Participant who would be a Subsidiary
Participant but for the application of the Executive Compensation Provisions
shall not be entitled to an Additional Bonus.
(C) Corporate Participants and certain Senior Executive
Participants.
With respect to a Corporate Participant or Senior Executive
Participant who would be a Corporate Participant but for the application of the
Executive Compensation Provisions and subject to the further adjustments and
additions provided for in this Plan, a portion of the bonus shall depend upon
the results of the Operations of the Company as shown on Table B, and the
balance of his or her bonus shall depend on the number of Subsidiaries
obtaining a 20% or greater Return on Capital.
The portion of such Participant's bonus based upon the
Operations of the Company is calculated in the same manner as that portion of a
Subsidiary Participant's bonus which is based upon the Operations of the
Company except that it is equal to the product of (i) a percentage of such
Participant's base salary (the "Salary Percentage") and (ii) the appropriate
percentage shown on Table B which coincides with the appropriate Increase in
Earnings per Share and Return on Stockholder's Equity for the Company as a
whole. The Salary Percentage of a Corporate Participant or Senior Executive
Participant who would be a Corporate Participant but for the application of the
Executive Compensation Provisions shall be one hundred percent (100%) unless
reduced by the Plan Compensation Committee at such time as the Plan
Compensation Committee shall determine in its sole discretion.
A Corporate Participant or Senior Executive Participant who
would be a Corporate Participant but for the application of the Executive
Compensation Provisions will not receive any bonus (as a result of the Table B
calculation or otherwise) unless the Company achieves an Increase in Earnings
Per Share of at least 10% and achieves a Return on Stockholders' Equity of at
least 14%.
Subject to the further adjustments and additions provided for
in this Plan, the remainder of the bonus payable hereunder to a Corporate
Participant or a Senior Executive Participant who would be a Corporate
Participant but for the application of the Executive Compensation Provisions is
calculated by determining the number of Subsidiaries of the Company that have
attained at least a 20% or greater Return on Capital. If a minimum of ten
Subsidiaries have obtained a 20% or greater Return on Capital, and all
Subsidiaries which have obtained a 20% or greater Return on Capital employ at
least 50% or more of the aggregate of the Total Capital of all Subsidiaries,
then such Participant will be entitled to receive an additional bonus equal to
the product of (i) the Participant's Salary Percentage and (ii) 9% of the
Participant's base
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salary for the first ten Subsidiaries which obtain such a Return on Capital and
an additional 1-1/2% of the Participant's base salary for each additional
Subsidiary which obtains such a Return on Capital. By way of example, if 18
Subsidiaries (which, in the aggregate, employ 51% of the Total Capital of all
Subsidiaries) obtain a 20% or greater Return on Capital, a Corporate
Participant or Senior Executive Participant who would be a Corporate
Participant but for the application of the Executive Compensation Provisions
will receive a bonus equal to the product of (i) the Participant's Salary
Percentage and (ii) 21% of the Participant's base salary (9% for the
performance of the first ten Subsidiaries in the group, and 12% for the
performance of the additional eight Subsidiaries in the group).
(D) General Rules Regarding Bonus Calculation.
In determining whether or not the results of operations of a
Subsidiary or the Company for a given fiscal year results in a bonus, generally
accepted accounting principles shall be applied on a basis consistent with
prior periods, and such determination shall be based on the calculations made
by the Company, approved (in the case of Senior Executive Participants) by the
Plan Compensation Committee and binding on each Participant.
Except as provided in Section 11 as to Senior Executive
Participants, there is no limit to the bonus that can be obtained. Although
Tables A and B to the Plan have only been calculated to 160% and 142%,
respectively, the "grids" shall be deemed to continue to increase in the same
ratios as set forth.
(E) Tax Law Changes.
If the Internal Revenue Code is amended during any year and,
as a result of such amendment(s), the effective tax rate applicable to the
earnings of the Company (as described in the "Summary of Accounting Policies"
section of the Company's annual report to the Securities and Exchange
Commission on Form 10-K) changes during a year, the calculation of the net
after-tax earnings per share of the Company (which calculations determine the
appropriate "grid" set forth in Table B applicable to a Participant) for the
year in which such rate change becomes effective (the "Rate Change Year")
shall be made as if such rate change had not occurred during the Rate Change
Year. In determining the appropriate "grid" applicable to a Participant in the
year following the Rate Change Year, the calculation of the net after-tax
earnings per share of the Company for such following year shall be made after
taking into account such rate change, and shall be compared, for purposes of
computing the appropriate Increase in Earnings Per Share for such year, with
the net after-tax earnings per share of the Company for the Rate Change Year,
computed after taking into account such rate change.
6. NO EMPLOYMENT ARRANGEMENTS IMPLIED
Nothing herein shall imply any right of employment for a Participant
and if a Participant is terminated, voluntarily or involuntarily, with or
without cause, prior to the end of a given fiscal year, such Participant shall
not be entitled to any bonus for such fiscal year regardless of whether
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or not such bonus had been or would have been earned in whole or in part, but
any unpaid bonus earned with respect to a prior fiscal year shall not be
affected.
7. PAYMENT
Within 90 days following the end of each fiscal year, the Company
shall determine, and, in the case of Senior Executive Participants, the Plan
Compensation Committee shall approve, the amount of any bonus earned by each
Participant pursuant to the provisions of Section 5 above. Such bonus shall be
payable in cash unless the Participant has given notice to the Plan
Compensation Committee within 90 days after the commencement of such fiscal
year that such Participant has elected the option provided in Section 7(A)
below. The amount of any bonus that a Participant is entitled to receive for a
fiscal year shall be determined as of the last day of such fiscal year and each
Participant shall be deemed to have constructively received his bonus
(including the value of the shares of stock if he or she elects to receive a
portion of his or her bonus in stock) as of the last day of such fiscal year
notwithstanding the fact that it may be paid or delivered to him or her
thereafter.
(A) Each Participant shall be entitled to receive, in increments
of 5%, up to 40% of his or her bonus in shares of Common Stock (with the exact
percent fixed by the Participant) with such shares to be valued at the closing
price of the Common Stock on the primary securities exchange on which such
stock is traded on the last trading day of such fiscal year. Such election
shall be made no later than 90 days after the beginning of the fiscal year in
respect of which the bonus is to be calculated and once made shall be
irrevocable for such fiscal year. If the Participant elects to receive such
shares, the Participant shall receive as additional compensation an additional
number of shares of Common Stock equal to 50% of the number of shares received
by reason of this election (the "Additional Shares"), plus the Additional Cash
Bonus (as defined in Section 7(B) below). For example, if a Participant earns
a $10,000 bonus and the Common Stock is selling at $50 per share, and the
Participant elects to receive 40% of the bonus in the form of Common Stock in a
timely manner, the Participant would receive $6,000 plus 120 shares of Common
Stock (80 shares pursuant to his election, plus 40 Additional Shares), plus
the Additional Cash Bonus (as defined in Section 7(B) below).
(B) If a Participant elects to receive Common Stock in accordance
with Section 7(A) above, he or she shall also receive, as an additional bonus
pursuant to the Plan, a cash amount equal to the value of the Additional Shares
(which shall be the aggregate closing price of the Additional Shares on the
last trading day of such fiscal year), multiplied by the effective tax rate
applicable to the Company for the fiscal year for which the bonus is
calculated, as described in the "Summary of Accounting Policies" section of the
Company's annual report to the Securities and Exchange Commission on Form 10-K
for such fiscal year (the "Additional Cash Bonus").
8. RECAPITALIZATION OF COMPANY
In the event of a recapitalization of the Company or its merger into
or consolidation with another corporation, a Participant shall be entitled to
receive such securities which he or she
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would have been entitled to receive had he or she been a shareholder of the
Company holding shares pursuant to this Plan at the time of such
recapitalization, merger or consolidation. In the event of a stock split,
stock, dividend or combination of shares with respect to the Common Stock of
the Company after the determination of the number of shares to which a
Participant is entitled but before delivery of such shares to the Participant,
then the number of shares that such Participant shall be entitled to receive
shall be proportionately adjusted.
9. INVESTMENT REPRESENTATION AND RESTRICTIONS ON THE STOCK AND RIGHT OF
REPURCHASE BY THE COMPANY
(A) The shares to be issued to a Participant may, at the option of
the Company, be unregistered and in such event the Participant shall execute an
investment letter in form satisfactory to the Company, which letter shall
contain an agreement that the Participant will not sell, transfer, give or
otherwise convey any of such shares for a period of two years from the date on
which such shares were issued to the Participant, except in the event of the
Participant's death or termination of employment due to disability or
retirement under normal Company benefit plans, but then only in accordance with
the requirements of the Securities Act of 1933, as amended, and the rules and
regulations thereunder, and the shares shall bear a legend reflecting the
investment representation and the unregistered status of the shares.
(B) If the shares to be issued to a Participant are registered
pursuant to the registration provisions of the Securities Act of 1933, as
amended, then the Participant shall enter into an agreement at the time of
issuance of such shares that the Participant will not sell, transfer, give or
otherwise convey any of such shares for a period of two years from the date on
which such shares were issued to the Participant, except in the event of death
or termination of employment due to disability or retirement under the normal
Company benefit plans, and such shares shall bear a legend reflecting the terms
of such restriction.
(C) If a Participant's employment is terminated at any time within
the first year following the issuance of shares for any reason, with or without
cause, other than his death or termination of employment due to disability or
retirement under normal Company benefit plans, then upon demand of the Company
made in writing within 30 days from the date of termination, such Participant
will sell to the Company all of the stock issued to the Participant within the
twelve months preceding the date of termination at a purchase price equal to
the lower of the then market price of the stock as hereinafter determined or
the price at which the stock was valued for purposes of issuing it pursuant to
this Plan. If a Participant's employment is terminated after one year but
before two years from the date on which any shares of Common Stock were issued
to him pursuant to this Plan, on the demand of the Company made in writing
within 30 days from the date of termination, such Participant will sell to the
Company, in addition to the shares he or she may be required to sell under the
preceding sentence, 50% of the stock issued to the Participant within
twenty-four months but more than twelve months preceding the date of
termination at a purchase price equal to the lower of the then market price of
the stock as hereinafter determined, or the price at which the stock was valued
for purposes of issuing it pursuant to this Plan. The market price of the
Common Stock shall be deemed to be the closing price of such stock on the
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primary securities exchange on which such stock is traded on the date of
termination; and if such stock did not trade on such date, then on the next day
on which it does trade. The shares of Common Stock issued under this Plan
shall bear a legend reflecting these restrictions.
10. AMENDMENTS AND TERMINATION
This Plan may be amended at any time by the Board of Directors and any
such amendment shall be effective as of commencement of the fiscal year during
which the Plan is amended, regardless of the date of the amendment, unless
otherwise stated by the Board of Directors, provided that if such an amendment
affects any material term of a performance goal hereunder, and thus would
affect the ability of the Corporation to deduct payments of compensation to
Senior Executive Participants because of the provisions of Code Section 162(m),
any regulations issued interpreting Code Section 162(m), or any other
applicable Internal Revenue Service pronouncements pertaining thereto, such
amendment must be approved by the stockholders of the Company after disclosure
of the terms of such amendment to the stockholders, prior to the payment of any
amounts pursuant to the terms of such amendment to any Senior Executive
Participant. This Plan may be terminated at any time by the Board of Directors
and termination will be effective as of the commencement of the fiscal year in
which such action to terminate the Plan is taken.
11. OVERALL LIMITATION UPON PAYMENTS UNDER PLAN TO SENIOR EXECUTIVE
PARTICIPANTS.
Notwithstanding any other provision in this Plan to the contrary, in
no event shall any Senior Executive Participant be entitled to a bonus amount
for any fiscal year (which bonus amount shall include, if applicable, the value
of the Additional Shares (as defined in Section 7(A) above, and the Additional
Cash Bonus (as defined in Section 7(B) above)) in excess of one percent (1%)
of the Company's earnings before income taxes as publicly disclosed in the
"Consolidated Results of Operations" section of the Company's annual report to
the Securities and Exchange Commission on Form 10-K for such fiscal year.
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EXHIBIT 1 - TABLE A
MANAGEMENT INCENTIVE PLAN
OPERATIONS OF THE SUBSIDIARY
SUBSIDIARY PARTICIPANT - 70% OF PARTICIPANT'S BASE SALARY
MULTIPLIED BY PERCENTAGE DETERMINED FROM TABLE A
PERCENTAGE INCREASE IN PRETAX EARNINGS
RETURN
ON
CAPITAL 4-6 6-8 8-10 10-12 12-14 14-16 16-18 18-20 20-23 23-25 25-28 28-30 30-33 33-35 35-38 38-40 40-43 43-45 45-48 48-50 50-53
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12-16 5 7 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100
16-20 10 15 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105
20-24 20 25 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110
24-28 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115
28-32 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120
32-36 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125
36-40 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130
40-44 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135
44-48 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140
48-52 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145
52-56 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145 147 150
56-60 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145 147 150 152 155
60-64 110 112 115 117 120 122 125 127 130 132 135 137 140 142 145 147 150 152 155 157 160
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EXHIBIT 2 - TABLE B
MANAGEMENT INCENTIVE PLAN
OPERATIONS OF THE COMPANY
SUBSIDIARY PARTICIPANT - 20% OF THE PARTICIPANT'S BASE SALARY
MULTIPLIED BY PERCENTAGE DETERMINED FROM TABLE B
CORPORATE PARTICIPANT - 70% OF PARTICIPANT'S BASE SALARY
MULTIPLIED BY PERCENTAGE DETERMINED FROM TABLE B
Return on PERCENTAGE INCREASE IN EARNINGS PER SHARE
Stockholders'
Equity
10-11 11-12 12-13 13-14 14-15 15-16 16-17 17-18 18-19 19-20 20-21 21-22 22-23 23-24 24-25 25-26 26-27 27-28 28-29 29-30
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14% 10 20 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107
15% 30 35 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112
16% 40 45 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117
17% 50 55 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122
18% 60 65 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127
19% 70 75 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132
20% 80 85 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137
21% 90 95 100 102 105 107 110 112 115 117 120 122 125 127 130 132 135 137 140 142