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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549

FORM 10-Q/A

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-8822

CAVCO INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ARIZONA 86-0214910
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

1001 NORTH CENTRAL, 8TH FLOOR, PHOENIX, ARIZONA 85004
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(602) 256-6263
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

YES [X] . NO
----- -----

AS OF JANUARY 31, 1997, THERE WERE 3,387,968 OUTSTANDING SHARES OF COMMON
STOCK, $.05 PAR VALUE, OF CAVCO INDUSTRIES, INC.

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2

CAVCO INDUSTRIES, INC. AND SUBSIDIARIES

INDEX

PAGE NO.

PART I. Financial Information....................................................... 3
Item 1. Financial Statements........................................................ 3
Consolidated Balance Sheets
December 31, 1996 and September 30, 1996........................................... 3-4
Consolidated Statements of Earnings
Quarter ended December 31, 1996 and 1995........................................... 5
Consolidated Statements of Cash Flows
Quarter ended December 31, 1996 and 1995........................................... 6
Notes to Consolidated Financial Statements........................................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............................. 8
PART II. Other Information.......................................................... 11
Item 6. Exhibits and Reports on Form 8-K............................................ 11

2
3

CAVCO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER SEPTEMBER
31, 30,
1996 1996
----------- -----------
ASSETS

Current Assets
Cash............................................................ $ 1,405,177 13,298,107
Accounts and notes receivable, net of $1,341,000 and
$1,301,000 reserve for uncollectible accounts at December 31
and September 30, respectively.............................. 7,832,958 3,185,295
Inventories
Manufacturing:
Raw materials.............................................. 3,695,225 3,869,300
Work in process............................................ 840,427 852,716
Real estate held for sale.................................. 5,713,416 6,156,056
----------- -----------
Total inventories....................................... 10,249,068 10,878,072
----------- -----------
Prepaid expenses............................................. 1,853,749 619,791
Deferred tax charge.......................................... 1,026,214 1,026,214
----------- -----------
Total current assets.................................... 22,367,166 29,007,479
----------- -----------
Property, plant and equipment, at cost.......................... 15,520,928 15,241,264
Less accumulated depreciation................................... 5,584,580 5,246,987
----------- -----------
Net property, plant and equipment....................... 9,936,348 9,994,277
----------- -----------
Assets under lease.............................................. 24,313,042 22,188,592
Less accumulated depreciation................................... 1,028,578 876,594
----------- -----------
Net assets under lease.................................. 23,284,464 21,311,998
----------- -----------
Notes receivable, net of current portion........................ 1,256,866 1,501,685
Investment in partnerships...................................... 2,644,075 2,644,075
Other assets.................................................... 994,508 986,376
----------- -----------
$60,483,427 65,445,890
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4

CAVCO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, SEPTEMBER 30,
1996 1996
------------ -------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Notes payable................................................... $ 549,109 703,682
Current installments of long term debt.......................... 3,407,260 3,409,763
Accounts payable................................................ 3,046,503 4,990,907
Accrued expenses................................................ 8,449,792 7,957,659
Income taxes.................................................... 1,078,744 2,563,484
----------- -----------
Total current liabilities............................... 16,531,408 19,625,495
----------- -----------
Long term debt, excluding current installments.................... 12,052,939 15,479,607
Deferred taxes and other liabilities.............................. 1,670,092 1,670,132
Stockholders' equity:
Common stock, $.05 par value; 8,000,000 shares authorized;
3,387,968 shares issued and outstanding...................... 169,399 169,399
Capital in excess of par........................................ 361,804 361,804
Retained earnings............................................... 29,697,785 28,139,453
----------- -----------
Net stockholders' equity................................ 30,228,988 28,670,656
----------- -----------
$60,483,427 65,445,890
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5

CAVCO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
QUARTER ENDED DECEMBER 31, 1996 AND 1995

1996 1995
----------- ----------

Net sales........................................................ $34,086,397 30,689,331
Cost of sales.................................................... 26,954,447 24,204,389
----------- ----------
Gross profit................................................... 7,131,950 6,484,942
Selling, general and administrative expenses..................... 4,329,733 3,415,327
----------- ----------
Operating income............................................... 2,802,217 3,069,615
Other income (expense)
Interest income................................................ 141,624 77,040
Interest expense............................................... (366,969) (334,148)
Miscellaneous.................................................. 43,048 50,814
----------- ----------
(182,297) (206,294)
----------- ----------
Income from continuing operations before income taxes............ 2,619,920 2,863,321
Income taxes..................................................... 1,048,020 1,140,820
----------- ----------
Income from continuing operations................................ 1,571,900 1,722,501
Loss from discontinued operations, net of tax credit of $9,200 in
1996 and $40,200 in 1995....................................... (13,568) (59,499)
----------- ----------
Net income....................................................... $ 1,558,332 1,663,002
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Income per share from continuing operations...................... $ .46 .51
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Income per share from discontinued operations.................... -- .02
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Net income per share............................................. $ .46 .49
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5
6

CAVCO INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
QUARTER ENDED DECEMBER 31, 1996 AND 1995

1996 1995
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Net cash used in operations...................................... $ (6,449,901) (4,568,032)
Cash flows from investing activities:
Purchases of property, plant and equipment..................... (676,614) (298,906)
Purchases of assets under lease................................ (2,527,607) (2,141,691)
Proceeds from sales of property, plant and equipment........... 95,247 103,992
Proceeds from sales of assets under lease...................... 511,282 217,926
Proceeds from collections on notes receivable.................. 484,699 603,763
Additions to notes receivable.................................. (33,400) --
Additions to investment in partnerships........................ -- (354,697)
------------ -----------
Net cash used in investing activities....................... (2,146,393) (1,869,613)
------------ -----------
Cash flows from financing activities:
Borrowings under lines of credit............................... -- 1,352,635
Repayments on lines of credit.................................. (154,573) (1,124,477)
Proceeds from long term borrowings............................. -- 4,000,000
Repayment of long term debt.................................... (3,142,063) (699,762)
------------ -----------
Net cash provided by (used in) financing activities......... (3,296,636) 3,528,396
------------ -----------
Decrease in cash................................................. (11,892,930) (2,909,249)
Cash at beginning of period...................................... 13,298,107 8,140,730
------------ -----------
Cash at end of period............................................ $ 1,405,177 5,231,481
============ ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for --
Interest.................................................... $ 393,293 492,509
Income taxes................................................ $ 2,525,000 117,634

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CAVCO INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The consolidated financial statements include the accounts of the
Company and its subsidiaries, Sun Built Homes, Inc. (Sun Built), National
Security Containers, Inc. (NSC) and Cavco Industries of New Mexico, Inc., which
was formed in July, 1996, and through which the Company is building a new
manufacturing facility.

The information reflected in the consolidated financial statements has not
been examined by independent accountants and necessarily in some respects is
based upon estimates which are subject to adjustment in annual closing of
accounts. In the opinion of the Company, all adjustments (consisting of only
normal recurring adjustments and primary eliminations of all significant
intercompany transactions) necessary to present fairly the financial position
for the periods presented have been included.

These financial statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation in conformity with generally
accepted accounting principles. These financial statements should be read in
conjunction with the financial statements and related disclosures contained in
the Corporation's Annual Report on Form 10-K for the year ended September 30,
1996, filed with the Securities and Exchange Commission.

2. The number of shares used in computing earnings per common share for
both quarters presented, based on the weighted average number of shares
outstanding, was 3,387,968.

3. The results of operations for the quarter ended December 31, 1996 are
not necessarily indicative of the results to be expected for the full year.

4. Discontinued operations reflected in the statements of earnings include
results of Action Healthcare Management Services, Inc., which was sold in
September 1996 and CVC Leasing, which was sold in August 1994. A summary of
discontinued operations follows:

THREE MONTHS ENDED
DECEMBER 31,
---------------------
1996 1995
------- -------

Loss from operations of discontinued CVC............................... (27,621) (16,566)
Less applicable tax credit........................................... 11,200 6,800
Income (loss) from operations of discontinued Action................... 4,853 (83,133)
Less applicable tax (provision) credit............................... (2,000) 33,400
------- -------
Loss from discontinued operations...................................... (13,568) (59,499)
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CAVCO INDUSTRIES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

RECENT DEVELOPMENTS: PROPOSED MERGER

As previously reported, on December 4, 1996, the Company entered into an
Agreement and Plan of Merger ("Merger Agreement") by and among the Company,
Centex Real Estate Corporation ("CREC"), MFH Holding Company, a Nevada
corporation (the "Holding Company"), MFH Acquisition Company, an Arizona
corporation and wholly-owned subsidiary of the Holding Company (the "Merger
Subsidiary") and certain shareholders of Cavco, Al R. Ghelfi, the Chairman of
Cavco, his spouse, Janet M. Ghelfi, and Janal Limited Partnership, an Arizona
limited partnership ("Janal") (the "Shareholder Parties"). The purpose of the
transactions contemplated by the Merger Agreement is to effect the acquisition
by CREC, through its ownership of shares in the Holding Company, of
approximately 78% of the equity interest in Cavco, with the remaining
approximately 22% equity interest to be retained by the Shareholder Parties
through their ownership of shares in the Holding Company. If the transactions
contemplated by the Merger Agreement are consummated, all shares of Cavco Common
Stock held by shareholders of Cavco other than the Shareholder Parties, together
with 1,047,288 shares of Cavco Common Stock held by the Shareholder Parties,
will be converted into the right to receive $26.75 in cash (or in the case of
shareholders who exercise appraisal rights, the amount determined under
applicable law). Consummation of the transactions contemplated by the Merger
Agreement is subject to certain conditions, including the approval of a majority
of the outstanding shares of Cavco Common Stock. See (i) the Company's Current
Report on Form 8-K dated December 12, 1996, as amended by the Company's Current
Report on form 8-K/A dated December 19, 1996, and (ii) "Management's Discussion
and Analysis of Financial Condition and Results of Operations" set forth in Part
II of the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, for additional information concerning the transactions
contemplated by the Merger Agreement.

LIQUIDITY AND CAPITAL RESOURCES

The Company ended the first quarter of fiscal 1997 with cash of $1,405,177
and working capital of $5,835,758. Cash and working capital positions tend to
fluctuate throughout the fiscal year as a result of the internal funding of the
expansion of NSC's lease fleet. Net cash used in operations was $6,449,901. This
net use of cash reflects $1.6 million of net income and depreciation of
$515,096, offset by a $4.8 million increase in accounts receivable, $1.2 million
added to prepaid expenses, and $2.5 million of income taxes paid during the
quarter.

Uses of cash during the quarter ended December 31, 1996 include $676,614
for purchases of property, plant and equipment. The Company purchased a new
engineering and drafting software package for approximately $268,000. NSC
invested approximately $268,000 toward a new system for leasing, billing and
inventory tracking. NSC also spent $2,527,607 on additions to its lease fleet.
NSC received $511,282 from sales of lease fleet units and $484,699 from
collections on its finance lease receivables during the first quarter of fiscal
1997.

The Company has a $4 million revolving bank line of credit that may be used
to fund working capital needs. The Company borrowed $2 million on the line in
January 1997. Available borrowings are subject to a borrowing base formula based
on inventories and accounts receivable. Long term debt repayments of $3,142,063
during the quarter ended December 31, 1996 include a $2,050,000 principal
repayment on the Company's convertible note. NSC has a $15 million line of
credit arrangement to support its lease fleet expansion. NSC continues to expand
its investment in its lease fleet, and at December 31, 1996, had approximately
$3.6 million in available borrowings on its line of credit. NSC has not borrowed
any funds under this line of credit during fiscal 1997 and repaid $917,000 on
the line of credit during the quarter ended December 31, 1996. Sun Built has a
$1.4 million line of credit that is used to finance purchases of manufactured
homes for its subdivisions. Repayments are made from the proceeds on the sales
of the homes.

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9

Sun Built repaid $154,573 on its line of credit during the quarter ended
December 31, 1996. The remaining debt repayments during the first quarter of
fiscal 1997 were for mortgages and other loans of the Company.

Subsequent to the first quarter of fiscal 1997, the Company converted the
outstanding balance of a promissory note issued on April 28, 1994, to Carl
Osterman, as Trustee of the Cavco Convertible Note Trust, in accordance with the
terms of the note and the related loan agreement. The outstanding balance on
December 31, 1996 of $2,050,000 was converted into 128,084 shares of the
Company's common stock in February 1997.

The Company has budgeted capital expenditures of approximately $4.8 million
for construction of the new manufacturing facility in New Mexico, to be financed
in part through industrial revenue bond financing currently under negotiation.
The Company believes that its existing cash, available lines of credit, and cash
generated from operations will be sufficient to meet capital expenditure, debt
service and other liquidity requirements for fiscal 1997.

During the past three years, inflation has not had a significant impact on
the Company's operations. The Company has demonstrated its ability to adjust the
manufacturing costs of its products through engineering changes and effective
price negotiations, and has been able to adjust the selling price of its
products in response to changing costs.

RESULTS OF OPERATIONS

First Quarter of fiscal 1997 Compared to First Quarter of fiscal 1996

Comparative financial data for the Company's manufacturing operations and
leasing operations is as follows:

THREE MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, 1996 DECEMBER 31, 1995
-------------------------- --------------------------
MANUFACTURING LEASING MANUFACTURING LEASING
OPERATIONS(A) OPERATIONS OPERATIONS(A) OPERATIONS
------------- ---------- ------------- ----------

Net sales.................................... 31,416,811 2,669,586 28,438,434 2,250,897
Cost of sales................................ 25,711,824 1,242,623 23,093,239 1,111,150
---------- --------- ---------- ---------
Gross profit............................... 5,704,987 1,426,963 5,345,195 1,139,747
[gross margin].......................... (18.2)% (53.5)% (18.8)% (50.6)%
Selling, general and administrative
expenses................................... 3,360,227 969,506 2,729,044 686,283
---------- --------- ---------- ---------
Operating income........................... 2,344,760 457,457 2,616,151 453,464
---------- --------- ---------- ---------

- ---------------
(a) Manufacturing Operations include operating results of the Company and its
wholly-owned subsidiary, Sun Built.

Sales for the quarter ended December 31, 1996 increased $3,397,066, or 11.1
percent, over the corresponding quarter reported for the previous year. Sales
from the Company's manufacturing operations accounted for $3 million of the
increase, which was made up of an increase in manufactured housing sales of $4.3
million, due to increased production capacity, improved productivity and
improved market conditions, offset in part by a $1.3 million decrease in Sun
Built's sales. Sun Built's revenues for the first quarter of the prior year
reflected the completion of a large subdivision sale in December 1995. Total
revenues from the leasing operations increased approximately $420,000, primarily
as a result of increased lease revenues generated on a larger lease fleet.
Leasing revenue increased approximately $485,000 during the first quarter of
fiscal 1997, while sales of security containers and trailer vans by the leasing
operations decreased approximately $65,000 over the same period last year.

The Company's gross profit margins decreased slightly from 21.1 percent in
the first quarter of fiscal 1996 to 20.9 percent in the first quarter of fiscal
1997. Manufacturing operations experienced a gross margin of 18.3 percent in the
first quarter of fiscal 1997 compared to 19.0 percent for the first quarter of
fiscal 1996, due in part to the holiday schedule of the Company's manufacturing
facilities. During the first quarter of

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10

fiscal 1997, all three manufacturing facilities were shut down for 1 1/2 weeks
during the holidays. In the prior year, only two facilities shut down for one
week. Gross margins in Sun Built declined from 15.6 percent in the first quarter
of fiscal 1996 to 8.9 percent for first quarter of fiscal 1997. This decrease
was due primarily to the large subdivision sale in December 1995, described
above. Gross profit margins in the leasing operations increased from 50.6
percent in the first quarter of fiscal 1996 to 53.5 percent in the first quarter
of fiscal 1997. Margins in the leasing segment are influenced by the mix of
leasing revenues and sales revenues. During fiscal 1997, margins from leasing
activities have averaged near 61 percent, while margins on sales of security
containers and trailer vans have approximated 22 percent.

Selling, general and administrative expenses reflect an increase of
$914,406 in the quarter ended December 31, 1996 over the same quarter in the
prior year. During the quarter ended December 31, 1996, the Company incurred
$308,198 of legal and other costs related to the Merger Agreement. The Company
incurred approximately $105,000 in additional payroll costs in the quarter ended
December 31, 1996 for personnel involved in the construction and planning of a
new manufacturing facility in New Mexico. Selling expenses in the Company's
manufactured housing operations increased by 23.1 percent to $3,360,227,
primarily as a result of the improved revenues. Selling, general and
administrative expenses in the Company's leasing operations increased by 41.3
percent to $969,506 in the quarter ended December 31, 1996, due to increases in
wages, rent and other office costs as the leasing subsidiary continues to
develop its corporate office and sales team.

Other income is comparable between the quarters ended December 31, 1996 and
1995. The increase in interest income in the quarter ended December 31, 1996
resulted from higher cash balances early in the quarter.

Income from continuing operations was $1,571,900 or $0.46 per share and
$1,722,501 or $0.51 per share, for the quarters ended December 31, 1996 and
1995, respectively. This decrease of $151,055 or $.05 per share was due
primarily to the increased legal and other costs associated with the Merger
Agreement described above, offset in part by improved revenues. Net income was
$1,558,332, or $0.46 per share, for the quarter ended December 31, 1996 compared
to $1,663,002, or $0.49 per share, for the same quarter in the prior year, a
decrease of $104,670, or $.03 per share.

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PART II.

OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------------

2 -- Agreement and Plan of Merger dated as of December 4, 1996, among Centex Real
Estate Corporation, a Nevada corporation, MFH Holding Company, a Nevada corporation,
MFH Acquisition Company, an Arizona corporation, Cavco Industries, Inc., an
Arizona corporation, Al R. Ghelfi, Janet M. Ghelfi and Janal Limited Partnership,
an Arizona limited partnership, incorporated herein by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K dated December 12, 1996 and filed
with the Commission on December 16, 1996 (File No. 0-8822)(the "1996 Form 8-K").
10.1(1) -- Form of Indemnification Agreement between the Company and each of its directors
dated as of December 2, 1996, attached as Exhibit 10.8 to the Company's Form 10-K
for the fiscal year ended September 30, 1996, incorporated herein by reference.
10.2(1) -- Consulting Agreement dated as of December 4, 1996, by and between Cavco
Industries, Inc., an Arizona corporation, and Al R. Ghelfi, incorporated herein by
reference to Exhibit 99.3 to the 1996 Form 8-K.
10.3(1) -- Employment Agreement dated as of December 4, 1996, by and between Cavco
Industries, Inc., an Arizona corporation, and Brent M. Ghelfi, incorporated herein
by reference to Exhibit 99.4 to the 1996 Form 8-K.
27 -- Financial Data Schedule
99.1 -- Voting Agreement dated as of December 4, 1996, between Centex Real Estate
Corporation, a Nevada corporation, and Al R. Ghelfi, Janet M. Ghelfi and Janal
Limited Partnership, an Arizona limited partnership, incorporated herein by
reference to Exhibit 99.1 to the 1996 Form 8-K.
99.2 -- Stock Purchase Agreement dated as of December 4, 1996, between Centex Real Estate
Corporation, a Nevada corporation, and Al R. Ghelfi, Janet M. Ghelfi and Janal
Limited Partnership, an Arizona limited partnership, incorporated herein by
reference to Exhibit 99.2 to the 1996 Form 8-K.

- ---------------
(1) Management contract or compensatory plan

(b) Reports on Form 8-K

On December 16, 1996, the Company filed a Current Report on Form 8-K
dated December 12, 1996, as amended by a Current Report on Form 8-K/A
dated December 19, 1996, reporting the transactions contemplated by the
Merger Agreement in Item 5 thereof. No financial statements were filed
therewith.

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SIGNATURES

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 thereunto duly authorized.

CAVCO INDUSTRIES, INC.
(Registrant)

/s/ ROBERT WARD
--------------------------------------
(Signature)

Robert Ward, on behalf of the
Registrant as Vice President,
Treasurer and Chief Financial Officer

Date February 27, 1997

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13

EXHIBITS

EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------------

- ---------------
(1) Management contract or compensatory plan