<PAGE>
MANAGEMENT INCENTIVE PLAN
As the primary incentive in attracting and retaining key management employees,
and in aligning management interests with the interests of all shareholders in
building shareholder value, the Company provides annual stock option grants to
its members of management, with grants for each participant ranging from none to
the maximum indicated in his participant range, with such grants to occur on the
first day of each fiscal year according to the terms of the Plan, beginning July
1, 2000.
Any cash incentive awards to management shall be discretionary in nature, and
will only occur in such amounts as approved by the Management Development and
Compensation Committee.
