==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________________
FORM 10-K/A
AMENDMENT NO. 1
TO
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________________________________________
FOR THE YEAR ENDED DECEMBER 31, 1995
COMMISSION FILE NUMBER 0-8640
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 85-0229124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20001 PRAIRIE STREET, CHATSWORTH, CALIFORNIA 91311-2185
(Address of principal executive offices) (Zip Code)
(818) 886-7400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.05 PAR VALUE
(Title of Class)
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
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10- K/A or any amendment to this Form 10-K/A. X
___
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the average bid and asked prices of such
stock on July 5, 1996 is $134,334,784.20. The number of shares outstanding of
the Registrant's $0.05 par value common stock as of July 5, 1996 was 10,117,710
shares.
Documents incorporated by reference into this report: None
==============================================================================<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a)3. INDEX TO EXHIBITS.
The list of exhibits filed as part of the report on Form 10-K
or incorporated therein by reference appear as the amended
Index to Exhibits on page 1 hereof.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
SYNCOR INTERNATIONAL CORPORATION
By: /s/ Michael E. Mikity
______________________________
Sr. Vice President, Treasurer and
Chief Financial Officer
Date: 7/10/96
INDEX TO EXHIBITS
EXHIBIT NO.
3. Certificate of Incorporation and By-Laws
3.1 Restated Certificate of Incorporation of the Company filed
as Exhibit 3.1 to the 8/28/87 Form 10-K and incorporated
herein by reference.
3.2 Restated By-Laws of the Company.
4. Instruments Defining the Rights of Security Holders
4.1 Stock Certificate for Common Stock of the Company filed as
Exhibit 4.1 to the 8/26/86 Form 10-K and incorporated herein
by reference.
4.2 Rights Agreement dated as of 11/8/89 between the Company and
American Stock Transfer & Trust Company filed as Exhibit 2.1
to the Registration Statement on Form 8-A dated 11/3/89 and
incorporated herein by reference.
10. Material Contracts
10.1 Employment Agreement dated 2/1/89, between the Company and
Gene R. McGrevin filed as Exhibit 10.2 to 1/27/89 Form 8-K
and incorporated herein by reference.*
10.2 First Amendment dated 7/11/89 to Employment Agreement dated
2/1/89 between the Company and Gene R. McGrevin filed as
Exhibit 10.5 to 8/30/90 Form 10-K and incorporated herein by
reference.*
10.3 Second Amendment dated 10/16/89 to Employment Agreement dated
2/1/89 between the Company and Gene R. McGrevin filed as
Exhibit 10.6 to 8/30/90 Form 10-K and incorporated herein by
reference.*
10.4 Third amendment dated 1/1/91 to Employment Agreement dated
2/1/89 between the Company and Gene R. McGrevin filed as
Exhibit 10.7 to 8/29/91 Form 10-K and incorporated herein by
reference.*
10.5 Syncor International Corporation 1981 Master Stock Option
Plan as amended filed as part of Company's Proxy Statement
dated 11/5/85, for its Annual Meeting of Shareholders held
11/26/85, and incorporated herein by reference.*
10.6 Stock Option Agreement of Gene R. McGrevin dated 1/2/92 filed
as Exhibit 10.16 to 8/27/92 Form 10-K and incorporated herein
by reference.*
10.7 Form of Indemnity Agreement substantially as entered into
between Company and each Director and Officer filed herein
as Exhibit 3.2 Appendix A.*
10.8 Form of Benefits Agreement substantially as entered into
between Company and each Director.*
10.9 Form of Benefits Agreement substantially as entered into
between Company and certain employees, filed herein as
Exhibit 10.8.*
10.10 Syncor International Corporation 1990 Master Stock Incentive
Plan As Amended and Restated filed as part of Company's Proxy
Statement dated 10/4/93 for its Annual Meeting of
Shareholders held 11/15/93 and incorporated herein by reference.*
10.11 Syncor International Corporation Deferred Compensation Plan
effective July 1, 1991, as Amended and Restated effective
April 19, 1993, filed as Exhibit 10.11 to 3/30/93 Form 10-K
and incorporated herein by reference.*
10.12 Employment Agreement dated July 21, 1993, between the Company
and Robert G. Funari filed as Exhibit 10.12 to 3/30/94 Form
10-K and incorporated herein by reference.*
10.13 Syncor International Corporation McGrevin Deferred
Compensation Plan, Amended and Restated, effective October
23, 1995.*
10.14 Split Ownership/Split Dollar Life Insurance Assignment
Agreement effective June 10, 1993, between the Company and
Gene R. McGrevin filed as Exhibit 10.14 to 8/30/90 Form 10-K
and incorporated herein by reference.*
10.15 Form of Stock Option Agreement substantially as entered into
between the Company and certain employee Directors and
employees filed as Exhibit 10.15 to 3/30/94 Form 10-K and
incorporated herein by reference.*
10.16 Form of Stock Option Agreement substantially as entered into
between the Company and certain non-employee Directors filed
as Exhibit 10.16 to 3/30/94 Form 10-K and incorporated herein
by reference.*
10.17 Non-employee Director 1995 Stock Incentive Award Agreement
dated January 24, 1995 entered into between the Company and
Arnold E. Spangler.*
10.18 Non-employee Director 1995 Stock Incentive Award Agreement
dated January 24, 1995 entered into between the Company and
George S. Oki.*
10.19 Non-employee Director 1995 Stock Incentive Award Agreement
dated January 24, 1995 entered into between the Company and
Henry Wagner, Jr.*
10.20 1995 Management Incentive Plan, included herewith.*
<PAGE>
11. Statement Re: Computation of Per Share Earnings
Computation can be clearly determined from the material contained
in the Company's Annual Report to Shareholders for year ended
December 31, 1995.
13. Annual Report to Security Holders
Syncor International Corporation Annual Report to Shareholders
for the year ended December 31, 1995, except for specific
information in such Annual Report expressly incorporated herein
by reference, is furnished for the information of the Commission
and is not to be deemed "filed" as part hereof.
21. Subsidiaries of the Registrant
State or Country
Name of Subsidiary of Organization
__________________ ________________
Syncor Investment Management Corporation Delaware
Syncor Management Corporation California
Syncor Midland, Inc. Texas
Syncor Global Holdings Ltd. British Virgin Islands
Syncor International (Thailand) Co., Ltd. Kingdom of Thailand
Specialised Medical Trading Pty Ltd. Commonwealth of Australia**
Syncor de Mexico, S.A. de C.V. United States of Mexico**
Syncor Hong Kong Limited Hong Kong B.C.C.**
Syncor Korea, Inc. Republic of Korea**
Syncor Pharmacies Australia Pty Ltd. Commonwealth of Australia**
Syncor Philippines, Inc. Republic of the Philippines**
Syncor New Zealand Ltd. New Zealand**
Syncor Taiwan, Inc. Taiwan Republic of China**
23. Consents of Experts and Counsel Consent of KPMG Peat Marwick LLP.
__________________________________________
* Management contracts or compensatory plan
** Subsidiaries of Syncor Overseas Ltd. (formerly known as
Syncor Global Holdings Ltd.)
<PAGE>
SYNCOR INTERNATIONAL CORPORATION
MANAGEMENT INCENTIVE PLAN
1995
<PAGE>
1995 MANAGEMENT INCENTIVE PLAN
PURPOSE
_______
The 1995 Management Incentive Plan is designed to support the
achievement of the Company's profit objectives by incentivizing
managers, directors and above who have direct influence in
accomplishing Syncor's business objectives for 1995. Direct
influence is defined as budgetary responsibility, major program
responsibility, and sales responsibility.
OVERVIEW
________
The 1995 Management Incentive Plan was developed based on feedback
from the Sales and Service Task Force (SSTF) and management
criteria. The SSTF recommended that the 1995 Plan be designed
based on the following criteria:
o Profit driven
o Shared or common goals
o Simplicity
o Realistic, equitable goals
o Linear relationship with goal achievement
o Measurable
Based on these recommendations and management criteria that the
Plan be consistent with overall Company performance (EARNINGS PER
SHARE - EPS), provide equity in total incentive opportunity, and be
affordable, the Management Incentive Plan was developed and
consists of four incentive components. Based on your position, you
may be eligible for one or more of the following components of the
Management Incentive Plan:
1) Local Achievement Incentive
___________________________
2) Earnings Per Share (EPS) Incentive*
___________________________________
3) EPS Over-achievement Incentive*
_______________________________
4) Long Term Incentive*
____________________
*The EPS Incentive, EPS Over-achievement Incentive, and Long Term
Incentive are subject to MANAGEMENT BY OBJECTIVES (MBO's). Please
refer to the MBO section on pages 5 and 6 for more details.
The following two pages summarize how payment under each of the
Incentive Plan components (1 - 3) is determined and what positions
are eligible to participate in the component(s).
<PAGE>
1995 Management Incentive Plan
Page 2
<TABLE>
<CAPTION>
=============================================================================================================================
Local Achievement Payment Earnings Per Share Payment EPS Over-achievement Payment
Position Incentive Based On (EPS) Incentive* Based On Incentive* Based on
_____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Local Syncor's Syncor's
Pharmacy Paid at 100% targeted Pharmacy Paid at achievement of Combined Paid at achievement of Combined
Manager profit contribution CY95 EPS = $.40/share and CY95 EPS > $.45/share CY95
achievement Annual EPS = $.45/share Annual Annual
Results Results Results
_____________________________________________________________________________________________________________________________
Local Syncor's Syncor's
Sr. Paid at 100% targeted Pharmacy Paid at achievement of Combined Paid at achievement of Combined
Pharmacy profit contribution CY95 EPS = $.40/share and CY95 EPS > $.45/share CY95
Manager achievement Annual EPS = $.45/share Annual Annual
Results Results Results
_____________________________________________________________________________________________________________________________
Syncor's Syncor's
Sales Paid at achievement of Combined Paid at achievement of Combined
Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
EPS = $.45/share Annual Annual
Results Results
_____________________________________________________________________________________________________________________________
Syncor's Syncor's
General Paid at achievement of Combined Paid at achievement of Combined
Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
EPS = $.45/share Annual Annual
Results Results
_____________________________________________________________________________________________________________________________
Syncor's Syncor's
National Paid at achievement of Combined Paid at achievement of Combined
Account N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
Manager EPS = $.45/share Annual Annual
Results Results
=============================================================================================================================
*Payment of Incentive is subject to MBO's. Please refer to pages 5 and 6 for more details.
/TABLE
<PAGE>
1995 Management Incentive Plan
Page 3
<TABLE>
<CAPTION>
=============================================================================================================================
Local Achievement Payment Earnings Per Share Payment EPS Over-achievement Payment
Position Incentive Based On (EPS) Incentive* Based On Incentive* Based on
_____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Syncor's Syncor's
Corporate Paid at achievement of Combined Paid at achievement of Combined
Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
(Grade 314+) EPS = $.45/share Annual Annual
Results Results
_____________________________________________________________________________________________________________________________
Syncor's Syncor's
Program Paid at achievement of Combined Paid at achievement of Combined
Director N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
EPS = $.45/share Annual Annual
Results Results
_____________________________________________________________________________________________________________________________
Syncor's Syncor's
Sales Paid at achievement of Combined Paid at achievement of Combined
Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
EPS = $.45/share Annual Annual
Results Results
_____________________________________________________________________________________________________________________________
Syncor's Syncor's
General Paid at achievement of Combined Paid at achievement of Combined
Manager N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
EPS = $.45/share Annual Annual
Results Results
_____________________________________________________________________________________________________________________________
Syncor's Syncor's
National Paid at achievement of Combined Paid at achievement of Combined
Account N/A N/A EPS = $.40/share and CY95 EPS > $.45/share CY95
Manager EPS = $.45/share Annual Annual
Results Results
=============================================================================================================================
*Payment of Incentive is subject to MBO's. Please refer to pages 5 and 6 for more details.
</TABLE>
<TABLE>
<PAGE>
1995 Management Incentive Plan
Page 4
PAY COMPONENTS
______________
I. A LOCAL ACHIEVEMENT INCENTIVE is assigned for each Pharmacy Manager and
Senior Pharmacy Manager. An Incentive is earned when targeted PROFIT
CONTRIBUTION for the pharmacy(ies) is attained. (Note: No incentive will be
paid out for achievement below 100% of targeted PROFIT CONTRIBUTION). The LOCAL
ACHIEVEMENT INCENTIVE is paid out on an annual basis. NOTE: DAYS SALES
OUTSTANDING (DSO) WILL IMPACT THE PROFIT CONTRIBUTION ACHIEVEMENT. COST OF
MONEY WILL BE A LINE ITEM ABOVE THE GROSS PROFIT LINE ON THE P&L.
II. The EPS INCENTIVE includes two possible incentive payments:
1) If the Company meets its targeted EPS of $.40/share, and
2) if the Company exceeds its targeted EPS and attains $.45/share.
A percent of salary is designated for each eligible employee for both levels of
EPS achievement: $.40/share and $.45/share. To calculate the EPS INCENTIVE at
$.40/share, the designated percentage is multiplied by the eligible employee's
salary. To calculate the EPS INCENTIVE at $.45/share, the designated percentage
is multiplied by the eligible employee's salary; add the result to the incentive
calculated at $.40/share to calculate the total EPS INCENTIVE. The salary used
to determine the incentive payment will be the salary in effect at 01/01/95.
However, if an employee receives a salary change during 1995, the payment will
be determined on a prorated basis for the different salary levels.
(PLEASE REFER TO THE ELIGIBILITY CHART ON PAGE 8 FOR YOUR LOCAL ACHIEVEMENT
INCENTIVE, IF APPLICABLE, AND PERCENTAGE OF SALARY PAYABLE FOR EPS ACHIEVEMENT.)
III. An EPS OVER-ACHIEVEMENT INCENTIVE is paid to eligible employees when the
Company exceeds $.45/share. For every dollar earned above $.45/share,
-------
$.30 will be contributed to an Incentive Pool. To calculate the
incentive amount, an employee's total incentive under the EPS Incentive
portion of the Management Incentive Plan is divided by the total payout for
all employees under the EPS Incentive portion of the Management Incentive Plan
to determine the employee's percentage of the total payout. That percentage
is then multiplied by the Incentive Pool to calculate the EPS OVER-ACHIEVEMENT
INCENTIVE. For example:
EPS Incentive
_____________
1) @ $.40/share $5,000 Total incentive costs = $3,000,000
2) @ $.45/share $2,000
______
Total $7,000 $7,000/$3,000,000 = .00233 (.233%)
======
EPS Over-achievement Incentive
______________________________
Pool = $100,000 $100,000 X .00233 = $233.00 EPS Over-achievement Incentive
=======
<PAGE>
1995 Management Incentive Plan
Page 5
A LONG TERM INCENTIVE has been designed to reward LONG TERM results. Program
Directors, Directors, General Mangers, Executive Directors, and Officers will
have an additional percentage of salary designated for each achievement level
(i.e. $.40/share and $.45/share) set aside in a long term plan. This LONG TERM
INCENTIVE will have vesting requirements. Please refer to pages 11-12 for more
details if you are eligible for this Plan.
MANAGEMENT BY OBJECTIVES (MBO's)
________________________________
In order to be eligible to receive an EPS Incentive and EPS Over-achievement
_____________ ____________________
Incentive, you must have successfully completed established MANAGEMENT BY
_________
OBJECTIVES (MBO's). (Please refer to the MBO Worksheet on pages 9 and 10.) Any
EPS Incentive or EPS Over-achievement Incentive earned will be multiplied by your
MBO percentage to determine your incentive payout. The MBO's for managers are
determined as follows:
FIELD MANAGERS:
80% = PROFIT CONTRIBUTION (PC)
=============================================
PC Achievement Level MBO % Formula
____________________ _____________
90% - 94.9% 80% X 1/3
95% - 99.9% 80% X 2/3
100% 80% X 3/3
=============================================
*Less than 90% achievement will result in no PC credit in the MBO formula.
10% = Q&R Audits
============================================================================
% Achievement
Number & Audit Result Level MBO % Formula
_______________________________ _____________ _____________
<S> <C> <C>
Three Excellent Audits 100% 10% X 1
Two Excellent & one Acceptable 100% 10% X 1
One Excellent & two Acceptables 100% 10% X 1
Three Acceptables 100% 10% X 1
One Below Standard Marginal 50% 10% X 1/2
Two Below Standard Marginal 0% 10% X 0
One Below Standard Acute 0% 10% X 0
============================================================================
</TABLE>
10% = 120 Day Plans (implementation in 2nd trimester)
Criteria = Supervisor evaluation of staff development/succession
planning, DuPont team, etc.
Please refer to Appendix I for the definitions of all italicized terms.
<PAGE>
1995 Management Incentive Plan
Page 6
CORPORATE MANAGERS (COST CENTER RESPONSIBILITY ONLY):
60% = Supervisor evaluation of achievement of department functional
business objectives
40% = BUDGET ATTAINMENT
============================================
BUDGET ATTAINMENT MBO % FORMULA
_________________ _____________
104.9% - 110% 40% X 1/3
100% - 105% 40% X 2/3
100% or less 40% X 3/3
============================================
CORPORATE MANAGERS (COST CENTER WITH FILED RESPONSIBILITY):
40% = Supervisor evaluation of achievement of department functional
business objectives
60% = BUDGET ATTAINMENT
============================================
BUDGET ATTAINMENT MBO % FORMULA
_________________ _____________
90% - 94.9% 60% X 1/3
95% - 99.9% 60% X 2/3
100% 60% X 3/3
============================================
It is the responsibility of the manager and his/her supervisor to track the
performance of the manager throughout the year. In order to simplify the
tracking process, an MBO Worksheet has been provided (see pages 9-10). The
completed MBO Worksheet must be approved and submitted to Human Resources at the
end of the year. Required approvals are the immediate supervisor and one level
above. COMPLETED MBO WORKSHEETS MUST BE TURNED IN TO HUMAN RESOURCES BY
FEBRUARY 16, 1996. If final budget numbers are not available in time to meet
the deadline of 2/16/95, supervisors will be required to use their
best estimate of budget results.
- -------------
ELIGIBILITY AND OTHER RULES GOVERNING THE INCENTIVE PLAN
________________________________________________________
1. Eligible employees must have a current Performance Appraisal
rating of Low Successful or above. If an employee receives a
performance rating of less than Low Successful, he/she
develops a performance improvement plan agreed upon with the
employee's supervisor. When improvement plans have been
carried out, the employee's supervisor must reevaluate the
employee's performance. If the employee is rated at Low
Successful at that time, he/she is eligible to participate in
the Incentive Plan. An incentive payment may or may not be
prorated for the year, based on performance issues, at the
discretion of the supervisor.
<PAGE>
1995 Management Incentive Plan
Page 7
2. Eligible employees must be actively employed at Syncor at the
end of the year to receive an annual payout.
3. Employees must begin employment with Syncor International
Corporation before October 1, 1995, to participate in this
Incentive Plan. Eligible employees whose first date of
employment falls between January 1, 1995, and October 1, 1995,
will participate on a prorated basis. If an employee's hire
date occurs by the 15th of the month, the month will be
credited for proration. If the employee's hire date occurs
after the 15th of the month, the month will not be credited
for proration and proration will start with the month
following the employee's hire date.
4. Eligible employees who change positions or locations during
the year will participate in the Incentive Plan prorated to
the positions or locations held. The prorating rule as
described above will apply, depending on the change in status
date.
5. Eligible part-time employees will be paid a partial amount,
based on the total number of hours worked during 1995. If the
employee works at least 500 hours during the year, but less
than an average of 35 hours a week, the employee will receive
two-thirds payment, subject to the rules of the Plan.
Employees who work on a casual basis, that is, less than 500
hours per year, are not eligible.
6. Payment of an incentive to eligible employees who take a leave
of absence for any reason during the year will be considered
on a case by case basis, which may or may not result in
payment of an incentive.
7. In the circumstances of a windfall (e.g. a sales result that
was realized outside the normal influencing role of the sales
representative), management has the right to exclude the
windfall from the normal incentive calculation.
8. Payment of an incentive will occur within two months after
audited Calendar Year 1995 operating results are announced.
It is expected that incentive payments will be distributed
during March of 1996.
THE INCENTIVE PLAN, AS DESCRIBED, SHALL BE THE MECHANISM AND THE WAY TO
IMPLEMENT THE INTENTION OF MANAGEMENT. THIS INCENTIVE PLAN SHALL NOT OBLIGATE
THE COMPANY OR MANAGEMENT TO GRANT THE BENEFITS CONTEMPLATED HEREUNDER.
CURRENTLY, IT IS MANAGEMENT'S INTENTION AND BEST JUDGMENT THAT THE PLAN SHOULD
BE CARRIED OUT AS DESCRIBED. HOWEVER, UPON HAPPENING OF UNFORESEEN
CIRCUMSTANCES, MANAGEMENT RESERVES THE RIGHT TO CHANGE THE PLAN AT ANY TIME,
RETROACTIVE TO THE BEGINNING OF 1995. NO BENEFITS ARE VESTED OR COUPLED WITH
INTEREST BEFORE PAYMENT IS COMMENCED.<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of a LOCAL ACHIEVEMENT INCENTIVE is
based on 100% achievement of targeted profit contribution. Payment
of an EPS INCENTIVE is based on the Company meeting EPS =
$.40/share or EPS = $.45/share. Payment of an EPS OVER-ACHIEVEMENT
INCENTIVE is based on the Company exceeding $.45/share. (The EPS
Incentive and EPS Over-achievement Incentive are also dependent
upon MBO's). The Local Achievement Incentive and percentages of
salary for EPS achievement are shown below for the listed eligible
position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
PHARMACY MANAGER* 1. Local Achievement Incentive
Incentive = $8,125
2. EPS Incentive
Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 1.5%
3. EPS Over-achievement Incentive
Incentive based on % of total payout
==================================================================
*Note: This position may also participate in the 1995 Sales
Incentive Plan if a sales territory is assigned.
Pharmacy Manager
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of a LOCAL ACHIEVEMENT INCENTIVE is
based on 100% achievement of targeted profit contribution. Payment
of an EPS INCENTIVE is based on the Company meeting EPS =
$.40/share or $.45/share. Payment of an EPS OVER-ACHIEVEMENT
INCENTIVE is based on the Company exceeding $.45/share. (The EPS
Incentive and EPS Over-achievement Incentive are also dependent
upon MBO's). The Local Achievement Incentive and percentages of
salary for EPS achievement are shown below for the listed eligible
positions.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
PHARMACY MANAGER* 1. Local Achievement Incentive
Incentive = $8,125
2. EPS Incentive
Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 1.5%
3. EPS Over-achievement Incentive
Incentive based on % of total payout
__________________________________________________________________
SENIOR PHARMACY MANAGER 1. Local Achievement Incentive
Incentive = $10,000
2. EPS Incentive
Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2%
3. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position may also participate in the 1995 Sales
Incentive Plan if a sales territory is assigned.
Senior Pharmacy Manager
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
SALES MANAGER* 1. EPS Incentive
Percent of Salary @ $.40/share = 25%
Percent of Salary @ $.45/share = 5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Sales Incentive
Plan.
Sales Manager
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position. (If
you supervise employees eligible for this Plan, please refer to
Appendix III for the Local Achievement Incentive and percentages of
salary for EPS achievement for your employees.)
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
GENERAL MANAGER* 1. EPS Incentive
Percent of Salary @ $.40/share = 34%
Percent of Salary @ $.45/share = 9%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Long Term
Incentive Plan.
General Manager
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
NATIONAL ACCOUNT MANAGER* 1. EPS Incentive
Percent of Salary @ $.40/share = 18%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Sales Incentive
Plan.
National Account Manager
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 314 Percent of Salary @ $.40/share = 6%
Percent of Salary @ $.45/share = 2%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
===================================================================
Corporate Manager (314)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 315 Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Corporate Manager (315)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 316 Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Corporate Manager (316)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 317 Percent of Salary @ $.40/share = 10%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Corporate Manager (317)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 318 Percent of Salary @ $.40/share = 11%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Corporate Manager (318)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 319 Percent of Salary @ $.40/share = 13%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Corporate Manager (319)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 320 Percent of Salary @ $.40/share = 14%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Corporate Manager (320)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
CORPORATE MANAGER - 1. EPS Incentive
GRADE 321 Percent of Salary @ $.40/share = 15%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Corporate Manager (321)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position.
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
PROGRAM DIRECTOR* 1. EPS Incentive
Percent of Salary @ $.40/share = 17%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Long Term
Incentive Plan.
Program Director
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position. (If
you supervise employees eligible for this Plan, please refer to
Appendix III for the Local Achievement Incentive and percentages of
salary for EPS achievement for your employees.)
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
DIRECTOR* 1. EPS Incentive
Percent of Salary @ $.40/share = 27%
Percent of Salary @ $.45/share = 7%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Long Term
Incentive Plan.
Director
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position. (If
you supervise employees eligible for this Plan, please refer to
Appendix III for the Local Achievement Incentive and percentages of
salary for EPS achievement for your employees.)
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
EXECUTIVE DIRECTOR - 1. EPS Incentive
CORPORATE* Percent of Salary @ $.40/share = 29%
Percent of Salary @ $.45/share = 7%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Long Term
Incentive Plan.
Executive Director (Corporate)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position. (If
you supervise employees eligible for this Plan, please refer to
Appendix III for the Local Achievement Incentive and percentages of
salary for EPS achievement for your employees.)
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
EXECUTIVE DIRECTOR - 1. EPS Incentive
FIELD* Percent of Salary @ $.40/share = 32%
Percent of Salary @ $.45/share = 8%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Long Term
Incentive Plan.
Executive Director (Field)
<PAGE>
1995 Management Incentive Plan
Page 8
ELIGIBILITY CHART
As outlined on page 4, payment of an EPS INCENTIVE is based on the
Company meeting EPS = $.40/share or $.45/share. Payment of an EPS
OVER-ACHIEVEMENT INCENTIVE is based on the Company exceeding
$.45/share. (The EPS Incentive and EPS Over-achievement Incentive
are also dependent upon MBO's). The percentages of salary for EPS
achievement are shown below for the listed eligible position. (If
you supervise employees eligible for this Plan, please refer to
Appendix III for the Local Achievement Incentive and percentages of
salary for EPS achievement for your employees.)
=================================================================
Eligible Position Incentive Plan(s) Eligible For
_________________________________________________________________
OFFICER* 1. EPS Incentive
Percent of Salary @ $.40/share = 45%
Percent of Salary @ $.45/share = 11%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
*Note: This position also participates in the 1995 Long Term
Incentive Plan.
Officer
Page 9
1995 MANAGEMENT INCENTIVE PLAN
MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET
PHARMACY MANAGERS & SR PHARMACY MANAGERS
Instructions: Complete for all Pharmacy Managers and Senior
Pharmacy Managers. The EPS Incentive and EPS Over-achievement
Incentive payments for managers will be subject to the successful
accomplishment of Management by Objectives (MBO's), as described
in the Incentive plan document on pages 5 & 6. IT IS THE
RESPONSIBILITY OF THE SUPERVISOR AND THE MANAGER TO TRACK THE
PERFORMANCE OF THE MANAGER THROUGHOUT THE PLAN YEAR.
=================================================================
Manager: Location/Unit/Dept:
=================================================================
MBO Performance
Results
A) PROFIT CONTRIBUTION PERFORMANCE RESULT (WEIGHTED 80%) A)____________%
PC Goal $__________________ PC Attainment $_________________
====================================================
PC Achievement Level MBO % Formula
90% - 94.9% 80% X 1/3
95% - 99.9% 80% X 2/3
100 80% X 3/3
====================================================
B) Q&R AUDITS PERFORMANCE RESULT (WEIGHTED 10%) B)____________%
==================================================================
<TABLE>
<CAPTION>
% Achievement
Number & Audit Result Level MBO % Formula
__________________________________________________________________
<S> <C> <C>
Three Excellent Audits 100% 10% X 1
Two Excellent & one Acceptable 100% 10% X 1
One Excellent & two Acceptables 100% 10% X 1
Three Acceptables 100% 10% X 1
One Below Standard Marginal 50% 10% X 1/2
Two Below Standard Marginal 0% 10% X 0
One Below Standard Acute 0% 10% X 0
==================================================================
</TABLE>
<PAGE>
1995 Management Incentive Plan
Page 10
C) 120 DAY PLANS (WEIGHTED 10%)
Assigned Achievement
Weighting(1) Level(2)
____________ ___________
1) __________________________________
__________________________________ ___________ ___________
2) __________________________________
__________________________________ ___________ ___________
3) __________________________________
__________________________________ ___________ ___________
4) __________________________________
__________________________________ ___________ ___________
Total 100%
___________ ___________
C) 120 DAY PLANS PERFORMANCE RESULT(3) C)____________%
(1)Assign a Weighting for each 120 Day Plan objective; total
possible = 100%.
(2)Determine the Achievement Level for each 120 Plan objective;
total possible for all objectives is 100%.
___
(3)Multiply the total Achievement Level percentage by 10% to
determine the 120 Day Plan Performance Result.
Overall Achievement of MBO's:
==================================================================
A + B + C = Overall Achievement of MBO's (cannot exceed 100%)
__________ + __________ + __________ = __________
==================================================================
APPROVAL SIGNATURES:
==================================================================
Manager (Employee): Date:
Supervisor: Date:
2nd Level Supervisor: Date:
==================================================================
Submit completed worksheets to Human Resources no later than February 15, 1996
<PAGE>
1995 Management Incentive Plan
Page 9
1995 MANAGEMENT INCENTIVE PLAN
MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET
GENERAL MANAGERS AND FIELD EXECUTIVE DIRECTORS
Instructions: Complete for all General Managers and Field
Executive Directors. The EPS Incentive, EPS Over-achievement
Incentive, and Long Term Incentive payments for managers and
directors will be subject to the successful accomplishment of
Management by Objectives (MBO's), as described in the Incentive
plan document on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE
SUPERVISOR AND THE MANAGER TO TRACK THE PERFORMANCE OF THE
MANAGER THROUGHOUT THE PLAN YEAR.
==================================================================
Manager: Unit/Area:
==================================================================
MBO Performance
Results
A) DEPARTMENT FUNCTIONAL BUSINESS OBJECTIVES (WEIGHTED 40%)
Assigned Achievement
Weighting(1) Level(2)
____________ ___________
1) __________________________________
__________________________________ ___________ ___________
2) __________________________________
__________________________________ ___________ ___________
3) __________________________________
__________________________________ ___________ ___________
4) __________________________________
__________________________________ ___________ ___________
Total 100%
___________ ___________
A) DEPT. FUNCTIONAL BUSINESS OBJECTIVE RESULT(3) A)____________%
(1)Assign a Weighting for each functional business objective; total
possible = 100%.
(2)Determine the Achievement Level for each functional business
objective; total possible for all objectives is 100%.
___
<PAGE>
1995 Management Incentive Plan
Page 10
(3)Multiply the total Achievement Level percentage by 40% to
determine the Department Functional Business Objectives Result.
B) UNIT/AREA BUDGET ACHIEVEMENT (WEIGHTED 60%) B)____________%
Budget Objective $_____________ Budget Results ______________
====================================================
Budget Attainment MBO % Formula
____________________________________________________
90% - 94.9% 60% X 1/3
95% - 99.9% 60% X 2/3
100 60% X 3/3
====================================================
==================================================================
OVERALL ACHIEVEMENT OF MBO's:
A + B = Overall Achievement of MBO's (cannot exceed 100%)
__________ + __________ = __________
==================================================================
APPROVAL SIGNATURES:
==================================================================
Manager (Employee): Date:
Supervisor: Date:
2nd Level Supervisor: Date:
==================================================================
Submit completed worksheets to Human Resources no later than February 15, 1996
Please use a best estimate of Unit/Area Budget Achievement to meet this
deadline.
<PAGE>
1995 Management Incentive Plan
Page 9
1995 MANAGEMENT INCENTIVE PLAN
MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET
CORPORATE MANAGERS WITH COST CENTER RESPONSIBILITY
Instructions: Complete for all Corporate Managers (Grade 314 and
above), Program Directors, Directors, and Executive Directors
with Cost Center responsibility only. The EPS Incentive, EPS
Over-achievement Incentive, and Long Term Incentive (if
applicable) payments for managers will be subject to the
successful accomplishment of Management by Objectives (MBO's),
as described in the Incentive plan document on pages 5 & 6.
IT IS THE RESPONSIBILITY OF THE SUPERVISOR AND THE MANAGER TO
TRACK THE PERFORMANCE OF THE MANAGER THROUGHOUT THE PLAN YEAR.
================================================================
Manager: Department:
================================================================
MBO Performance
Results
A) DEPARTMENT FUNCTIONAL BUSINESS OBJECTIVES (WEIGHTED 60%)
Assigned Achievement
Weighting(1) Level(2)
____________ ___________
1) __________________________________
__________________________________ ___________ ___________
2) __________________________________
__________________________________ ___________ ___________
3) __________________________________
__________________________________ ___________ ___________
4) __________________________________
__________________________________ ___________ ___________
Total 100%
___________ ___________
A) DEPT. FUNCTIONAL BUSINESS OBJECTIVES RESULT(3) A)____________%
(1)Assign a Weighting for each functional business objective; total
possible = 100%.
(2)Determine the Achievement Level for each functional business
objective; total possible for all objectives is 100%.
___
<PAGE>
1995 Management Incentive Plan
Page 10
(3)Multiply the total Achievement Level percentage by 60% to
determine the Department Functional Business Objectives Result.
B) DEPARTMENT BUDGET ACHIEVEMENT (WEIGHTED 40%) B)____________%
Budget Objective $_______________ Budget Result $_____________
==============================================
Budget Attainment MBO % Formula
______________________________________________
104.9% - 110% 40% X 1/3
100% - 105% 40% X 2/3
100% or less 40% X 3/3
==============================================
=================================================================
OVERALL ACHIEVEMENT OF MBO's:
A + B = Overall Achievement of MBO's (cannot exceed 100%)
__________ + __________ = __________
=================================================================
APPROVAL SIGNATURES:
==================================================================
Manager (Employee): Date:
Supervisor: Date:
2nd Level Supervisor: Date:
==================================================================
Submit completed worksheets to Human Resources no later than February 15, 1996
Please use a best estimate of Department Budget Achievement to meet this
deadline.
<PAGE>
1995 Management Incentive Plan
Page 9
1995 MANAGEMENT INCENTIVE PLAN
MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET
SALES MANAGERS
Instructions: Complete for all Sales Managers. The EPS Incentive
and EPS Over-achievement Incentive payments for managers will be
subject to the successful accomplishment of Management by
Objectives (MBO's), as described in the Incentive plan document
on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE SUPERVISOR
AND THE MANAGER TO TRACK THE PERFORMANCE OF THE MANAGER
THROUGHOUT THE PLAN YEAR.
=================================================================
Manager: Department:
=================================================================
MBO Performance
Results
A) DEPARTMENT BUDGET ACHIEVEMENT (WEIGHTED 80%) A)____________%
Budget Objective $______________ Budget Result $_____________
=================================================
Budget Attainment MBO % Formula
_________________________________________________
90% - 94.9% 80% X 1/3
95% - 99.9% 80% X 2/3
100% 80% X 3/3
=================================================
B) DEPARTMENT FUNCTIONAL BUSINESS OBJECTIVES (WEIGHTED 20%)
Assigned Achievement
Weighting(1) Level(2)
____________ ___________
1) __________________________________
__________________________________ ___________ ___________
2) __________________________________
__________________________________ ___________ ___________
3) __________________________________
__________________________________ ___________ ___________
4) __________________________________
__________________________________ ___________ ___________
Total 100%
___________ ___________
<PAGE>
1995 Management Incentive Plan
Page 10
B) DEPT. FUNCTIONAL BUSINESS OBJECTIVES RESULT(3) B)____________%
(1)Assign a Weighting for each functional business objective; total
possible = 100%.
(2)Determine the Achievement Level for each functional business
objective; total possible for all objectives is 100%.
___
(3)Multiply the total Achievement Level percentage by 20% to
determine the Department Functional Business Objectives Result.
===============================================================
Overall Achievement of MBO's:
A + B = Overall Achievement of MBO's (cannot exceed 100%)
__________ + __________ = __________
===============================================================
APPROVAL SIGNATURES:
=================================================================
Manager (Employee): Date:
Supervisor: Date:
2nd Level Supervisor: Date:
=================================================================
Submit completed worksheets to Human Resources no later than February 15, 1996
Please use a best estimate of Department Budget Achievement to meet this
deadline.
Please refer to Appendix I for the definitions of all italicized terms.
<PAGE>
1995 Management Incentive Plan
Page 9
1995 MANAGEMENT INCENTIVE PLAN
MANAGEMENT BY OBJECTIVES (MBO's) WORKSHEET
NATIONAL ACCOUNT MANAGERS
Instructions: Complete for all National Account Managers. The EPS
Incentive and EPS Over-achievement Incentive payments for
managers will be subject to the successful accomplishment of
Management by Objectives (MBO's), as described in the Incentive
plan document on pages 5 & 6. IT IS THE RESPONSIBILITY OF THE
SUPERVISOR AND THE MANAGER TO TRACK THE PERFORMANCE OF THE
MANAGER THROUGHOUT THE PLAN YEAR.
==================================================================
Manager: Location/Unit/Dept:
==================================================================
MBO Performance
Results
A) NATIONAL ACCOUNT INDIVIDUAL GROUP OBJECTIVES (WEIGHTED 100%)
Assigned Achievement
Weighting(1) Level(2)
____________ ___________
1) __________________________________
__________________________________ ___________ ___________
2) __________________________________
__________________________________ ___________ ___________
3) __________________________________
__________________________________ ___________ ___________
4) __________________________________
__________________________________ ___________ ___________
5) __________________________________
__________________________________ ___________ ___________
6) __________________________________
__________________________________ ___________ ___________
Total 100%
___________ ___________
A) NATIONAL ACCOUNT OBJECTIVES PERFORMANCE RESULT(3) A)____________%
<PAGE>
1995 Management Incentive Plan
Page 10
(1)Assign a Weighting for each National Account Individual Group
Objective; total possible = 100%.
(2)Determine the Achievement Level for each Objective; total
possible for all objectives is 100%.
___
(3)Multiply the total Achievement Level percentage by 100% to
determine the National Account Individual Group Objectives
Performance Result and overall MBO Achievement.
APPROVAL SIGNATURES:
=================================================================
Manager (Employee): Date:
Supervisor: Date:
2nd Level Supervisor: Date:
=================================================================
Submit completed worksheets to Human Resources no later than February 15, 1996
<PAGE>
1995 Management Incentive Plan
Page 11
LONG TERM INCENTIVE PLAN
________________________
ELIGIBILITY
The following employees are eligible to participate in the Long
Term Incentive Plan:
o Program Director
o General Manager
o Director
o Executive Director
o Officer
OVERVIEW
The LONG TERM INCENTIVE is fully earned after a three year period,
_________________
subject to vesting. The LONG TERM INCENTIVE PLAN includes an
initial calculation based on 1995 EPS at two possible performance
levels:
1) $.40/share: A percentage of salary is designated based on your
eligible position when the Company achieves
$.40/share. To determine your LONG TERM INCENTIVE
credit at $.40/share, your designated percentage
of salary is multiplied by your salary as of
January 1, 1995 (or, if applicable, prorated for
salary changes during 1995).
2) $.45/share: A percentage of salary is designated based on your
eligible position when the Company achieves
$.45/share. To determine your LONG TERM INCENTIVE
credit at $.45/share, your designated percentage
of salary is multiplied by your salary as of
January 1, 1995 (or, if applicable, prorated for
salary changes during 1995).
The sum of the results of #1 and #2 are added together and
multiplied by your MBO percentage to determine your total LONG TERM
INCENTIVE credit.
An OVER-ACHIEVEMENT feature is also included in the LONG TERM
INCENTIVE PLAN. If the Company exceeds its targeted EPS in 1995,
_______
1996, and 1997, the applicable RUN RATE (two times, three times,
etc.) will be used to calculate an additional LONG TERM INCENTIVE
credit amount for each year. The over-achievement credit
accelerates in the second and third years at a higher rate. The
over-achievement acceleration rate is as follows:
=======================================================
1995 Long Term Incentive X Run Rate X 1/6
-------------------------------------------------------
1996 Long Term Incentive X Run Rate X 1/3
-------------------------------------------------------
1997 Long Term Incentive X Run Rate X 1/2
=======================================================
Please refer to Appendix I for the definitions of all italicized
terms.
<PAGE>
1995 Management Incentive Plan
Page 12
VESTING RULES AND PAYMENT OF A LONG TERM INCENTIVE
The LONG TERM INCENTIVE credit is subject to vesting over a three-
year period. The schedule for vesting is:
1st Year = 1/3 or 33.33% of Long Term Incentive credit
2nd Year = 2/3 or 66.66% of Long Term Incentive credit
3rd Year = 3/3 or 100% of Long Term Incentive credit
An eligible employee must be employed with Syncor on December 31,
1997, to be 100% vested in the LONG TERM INCENTIVE Plan and receive
the full incentive credit amount. If an employee leaves Syncor
before December 31, 1995, no Long Term Incentive will be paid.
However, if an employee leaves Syncor after December 31, 1995, but
before December 31, 1997, he/she is eligible to receive an early
payout, subject to the vesting schedule. In addition, in the case
of early payout, any credit to the LONG TERM INCENTIVE PLAN for
over-achievement is completely forfeited. The amount of early
__________
payout is determined as follows:
===========================================================
Termination Date Early Payout Amount
-----------------------------------------------------------
> 12/31/95 < 12/31/96 1/3 of Long Term Incentive, Less
Over-achievement
> 12/31/96 < 12/31/97 2/3 of Long Term Incentive, Less
Over-achievement
===========================================================
Please refer to page 13 for your designated percentage of salary
payable for EPS achievement under the LONG TERM INCENTIVE PLAN.
Refer to Appendix II for a Long Term Incentive sample calculation.
<PAGE>
1995 Management Incentive Plan
Page 13
LONG TERM INCENTIVE PLAN
ELIGIBILITY CHART
The LONG TERM INCENTIVE PLAN includes an initial calculation based
on 1995 EPS at two possible performance levels: $.40/share and
$.45/share. The designated percentages of salary for each level of
EPS performance are as follows for the listed position:
===============================================================
Eligible Position Long Term Incentive Plan - % of Salary
_______________________________________________________________
PROGRAM DIRECTOR Percent of Salary @ $.40/share = 2%
Percent of Salary @ $.45/share = 2%
===============================================================
<PAGE>
1995 Management Incentive Plan
Page 13
LONG TERM INCENTIVE PLAN
ELIGIBILITY CHART
The LONG TERM INCENTIVE PLAN includes an initial calculation based
on 1995 EPS at two possible performance levels: $.40/share and
$.45/share. The designated percentages of salary for each level of
EPS performance are as follows for the listed position:
==============================================================
Eligible Position Long Term Incentive Plan - % of Salary
______________________________________________________________
GENERAL MANAGER Percent of Salary @ $.40/share = 3.5%
Percent of Salary @ $.45/share = 3.5%
==============================================================
<PAGE>
1995 Management Incentive Plan
Page 13
LONG TERM INCENTIVE PLAN
ELIGIBILITY CHART
The LONG TERM INCENTIVE PLAN includes an initial calculation based
on 1995 EPS at two possible performance levels: $.40/share and
$.45/share. The designated percentages of salary for each level of
EPS performance are as follows for the listed position:
===============================================================
Eligible Position Long Term Incentive Plan - % of Salary
_______________________________________________________________
DIRECTOR Percent of Salary @ $.40/share = 3%
Percent of Salary @ $.45/share = 3%
===============================================================
<PAGE>
1995 Management Incentive Plan
Page 13
LONG TERM INCENTIVE PLAN
ELIGIBILITY CHART
The LONG TERM INCENTIVE PLAN includes an initial calculation based
on 1995 EPS at two possible performance levels: $.40/share and
$.45/share. The designated percentages of salary for each level of
EPS performance are as follows for the listed position:
==============================================================
Eligible Position Long Term Incentive Plan - % of Salary
______________________________________________________________
EXECUTIVE DIRECTOR - Percent of Salary @ $.40/share = 4.5%
CORPORATE Percent of Salary @ $.45/share = 4.5%
==============================================================
<PAGE>
1995 Management Incentive Plan
Page 13
LONG TERM INCENTIVE PLAN
ELIGIBILITY CHART
The LONG TERM INCENTIVE PLAN includes an initial calculation based
on 1995 EPS at two possible performance levels: $.40/share and
$.45/share. The designated percentages of salary for each level of
EPS performance are as follows for the listed position:
===============================================================
Eligible Position Long Term Incentive Plan - % of Salary
_______________________________________________________________
EXECUTIVE DIRECTOR - Percent of Salary @ $.40/share = 5%
FIELD Percent of Salary @ $.45/share = 5%
===============================================================
<PAGE>
1995 Management Incentive Plan
Page 13
LONG TERM INCENTIVE PLAN
ELIGIBILITY CHART
The LONG TERM INCENTIVE PLAN includes an initial calculation based
on 1995 EPS at two possible performance levels: $.40/share and
$.45/share. The designated percentages of salary for each level of
EPS performance are as follows for the listed position:
===============================================================
Eligible Position Long Term Incentive Plan - % of Salary
_______________________________________________________________
OFFICER Percent of Salary @ $.40/share = 12%
Percent of Salary @ $.45/share = 12%
===============================================================
<PAGE>
APPENDIX I
DEFINITIONS
<PAGE>
DEFINITIONS
___________
Budget Attainment:
CORPORATE MANAGERS - COST CENTER
RESPONSIBILITY ONLY: A budget has been
established for each Cost Center for CY95.
Budget attainment makes up 40% of a
manager's MBO percentage. Budget
attainment assesses how well an employee
manages his/her expenses and measures
actual results verses budget. At the end
of CY95, if results equal budget, budget
attainment = 100%. If results exceed
budget, managers will receive partial
credit for up to 110% of budget.
CORPORATE MANAGERS - COST CENTER WITH
FIELD RESPONSIBILITY: A budget has been
established for each Cost Center for CY95.
Budget attainment makes up 60% of a
manger's MBO percentage. Budget
attainment determines whether or not
budgeted profit levels are met and
measures actual results versus budget. At
the end of CY95, if results equal budget,
budget attainment = 100%. If results fall
short of budget, managers will receive
partial credit for meeting 90% to 99.9% of
budget.
Earnings Per Share (EPS):
The net income of the Company divided by
the number of shares of common stock
outstanding as shown on the Company's
Annual Report to shareholders. Syncor's
targeted EPS for 1995 is $.40/share.
Gross Profit: Sales minus Cost of Sales. Cost of Sales
include costs of material, delivery,
direct labor, and cost of money (Days
Sales Outstanding - DSO).
Management by Objectives:
Also referred to as MBO's, it is a goal-
oriented method used to evaluate the
performance of managers against
established objectives. MBO's include
three steps: 1) establishing goals; 2)
setting performance standards for each
goal; and 3) comparing actual goal
attainment against the established goals.
Profit Contribution:
Gross profit minus operating expenses,
both controllable and non-controllable.
An example of a controllable operating
expense is indirect labor. An example of
a non-controllable operating expense is
depreciation.
Run Rate: The estimated earning of the Company at
the end of the Long Term Incentive period
based on the current year's earnings
levels.<PAGE>
APPENDIX II
SAMPLE INCENTIVE CALCULATIONS
<PAGE>
APPENDIX III
ADDITIONAL ELIGIBILITY CHARTS
AND SAMPLE CALCULATIONS
<PAGE>
==================================================================
Eligible Positions Incentive Plan(s) Eligible For
___________________________________________________________
PHARMACY MANAGER 1. Local Achievement Incentive
Incentive = $8,125
2. EPS Incentive
Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 1.5%
3. EPS Over-achievement Incentive
Incentive based on % of total payout
=================================================================
Senior Pharmacy Manager
<PAGE>
====================================================================
Eligible Position Incentive Plan(s) Eligible For
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 314 Percent of Salary @ $.40/share = 6%
Percent of Salary @ $.45/share = 2%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 315 Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 316 Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 317 Percent of Salary @ $.40/share = 10%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 318 Percent of Salary @ $.40/share = 11%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 319 Percent of Salary @ $.40/share = 13%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 320 Percent of Salary @ $.40/share = 14%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 321 Percent of Salary @ $.40/share = 15%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
====================================================================
Director
<PAGE>
====================================================================
Eligible Position Incentive Plan(s) Eligible For
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 314 Percent of Salary @ $.40/share = 6%
Percent of Salary @ $.45/share = 2%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 315 Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 316 Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 317 Percent of Salary @ $.40/share = 10%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 318 Percent of Salary @ $.40/share = 11%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 319 Percent of Salary @ $.40/share = 13%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 320 Percent of Salary @ $.40/share = 14%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 321 Percent of Salary @ $.40/share = 15%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
====================================================================
Program Director
<PAGE>
====================================================================
Eligible Position Incentive Plan(s) Eligible For
- --------------------------------------------------------------------
PHARMACY MANAGER 1. Local Achievement Incentive
Incentive = $8,125
2. EPS Incentive
Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 1.5%
3. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
SENIOR PHARMACY MANAGER 1. Local Achievement Incentive
Incentive = $10,000
2. EPS Incentive
Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2%
3. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
SALES MANAGER 1. EPS Incentive
Percent of Salary @ $.40/share = 25%
Percent of Salary @ $.45/share = 5%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
- --------------------------------------------------------------------
GENERAL MANAGER 1. EPS Incentive
Percent of Salary @ $.40/share = 34%
Percent of Salary @ $.45/share = 9%
2. EPS Over-achievement Incentive
Incentive based on % of total payout
3. Long Term Incentive
====================================================================
Executive Director - Field
<PAGE>
====================================================================
Eligible Position Incentive Plan(s) Eligible For
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 314 Percent of Salary @ $.40/share = 6%
Percent of Salary @ $.45/share = 2%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 315 Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 316 Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 317 Percent of Salary @ $.40/share = 10%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 318 Percent of Salary @ $.40/share = 11%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 319 Percent of Salary @ $.40/share = 13%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 320 Percent of Salary @ $.40/share = 14%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 321 Percent of Salary @ $.40/share = 15%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
PROGRAM DIRECTOR 1. EPS Incentive
Percent of Salary @ $.40/share = 14%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive*
3. Long Term Incentive
====================================================================
*EPS Over-achievement Incentive is based on each employee's
percentage of the total incentive payout.
Executive Director - Corporate
<PAGE>
====================================================================
Eligible Position Incentive Plan(s) Eligible For
- --------------------------------------------------------------------
PHARMACY MANAGER 1. Local Achievement Incentive
Incentive = $8,125
2. EPS Incentive
Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 1.5%
3. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
SENIOR PHARMACY MANAGER 1. Local Achievement Incentive
Incentive = $10,000
2. EPS Incentive
Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2%
3. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
SALES MANAGER 1. EPS Incentive
Percent of Salary @ $.40/share = 25%
Percent of Salary @ $.45/share = 5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
NATIONAL ACCOUNT MANAGER 1. EPS Incentive
Percent of Salary @ $.40/share = 18%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
GENERAL MANAGER 1. EPS Incentive
Percent of Salary @ $.40/share = 34%
Percent of Salary @ $.45/share = 9%
2. EPS Over-achievement Incentive*
3. Long Term Incentive
- --------------------------------------------------------------------
EXECUTIVE DIRECTOR, FIELD 1. EPS Incentive
Percent of Salary @ $.40/share = 32%
Percent of Salary @ $.45/share = 8%
2. EPS Over-achievement Incentive*
3. Long Term Incentive
====================================================================
CORPORATE MANAGER - 1. EPS Incentive
GRADE 314 Percent of Salary @ $.40/share = 6%
Percent of Salary @ $.45/share = 2%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 315 Percent of Salary @ $.40/share = 7%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 316 Percent of Salary @ $.40/share = 8%
Percent of Salary @ $.45/share = 2.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 317 Percent of Salary @ $.40/share = 10%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 318 Percent of Salary @ $.40/share = 11%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 319 Percent of Salary @ $.40/share = 13%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 320 Percent of Salary @ $.40/share = 14%
Percent of Salary @ $.45/share = 3.5%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
CORPORATE MANAGER - 1. EPS Incentive
GRADE 321 Percent of Salary @ $.40/share = 15%
Percent of Salary @ $.45/share = 4%
2. EPS Over-achievement Incentive*
- --------------------------------------------------------------------
PROGRAM DIRECTOR 1. EPS Incentive
Percent of Salary @ $.40/share = 14%
Percent of Salary @ $.45/share = 3%
2. EPS Over-achievement Incentive*
3. Long Term Incentive
- --------------------------------------------------------------------
DIRECTOR 1. EPS Incentive
Percent of Salary @ $.40/share = 27%
Percent of Salary @ $.45/share = 7%
2. EPS Over-achievement Incentive*
3. Long Term Incentive
- --------------------------------------------------------------------
EXECUTIVE DIRECTOR, 1. EPS Incentive
CORPORATE Percent of Salary @ $.40/share = 29%
Percent of Salary @ $.45/share = 7%
2. EPS Over-achievement Incentive*
3. Long Term Incentive
====================================================================
*EPS Over-achievement Incentive is based on each employee's
percentage of the total incentive payout.
Officer
