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                                                                    EXHIBIT 10.2


                              PANAVISION EXECUTIVE
                           INCENTIVE COMPENSATION PLAN

I.        DEFINITIONS

          A.   "Administrator" shall have the meaning set forth in Section
               III(C).

          B.   "Bonus Award" shall mean the bonus payable to a Participant for a
               Plan Year under the Plan.

          C.   "Business Objectives" shall mean the criteria against which
               Performance Levels are measured related to the financial
               performance of the Company, its subsidiaries, or its business
               units.

          D.   "Committee" shall mean the Compensation Committee of the Board of
               Directors of the Company.

          E.   "Company" shall mean Panavision Inc.

          F.   "Computation Standards" shall mean the formula, standards, and
               other means for determining Minimum Bonus, Target Bonus and
               Maximum Bonus amounts pursuant to Section V and VII(A)(3).

          G.   "Covered Employees" shall have the meaning as defined in Treasury
               Regulation 1.162-27(c)(2) or successors thereto.

          H.   "EBIT" shall mean earnings before interest and taxes for the
               Company or a subsidiary or unit thereof.

          I.   "EBITDA" shall mean earnings before interest, taxes, depreciation
               and amortization for the Company or a subsidiary or unit thereof.

          J.   "Group Bonus Award" shall mean the maximum aggregate bonus amount
               available to a Participant Group for a Plan Year.

          K.   "Maximum Bonus" shall mean the maximum bonus amount available to
               a Specified Participant or Participant Group, as applicable, for
               a Plan Year.

          L.   "Maximum Performance Level" shall have the meaning set forth in
               Section V(B)(5).

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          M.   "Minimum Bonus" shall mean the bonus amount available to a
               Specified Participant or Participant Group, as applicable, for a
               Plan Year upon attainment of minimum Performance Levels.

          N.   "Minimum Performance Level" shall have the meaning set forth in
               Section V(B)(3).

          O.   "Participants" shall have the meaning set forth in Section IV.

          P.   "Participant Group" shall mean a group of Participants who are
               not Specified Participants, which grouping may be according to
               subsidiary, business unit, office location or other definitional
               criteria.

          Q.   "Performance Level" shall mean, for a Specified Participant or
               Participant Group, the performance of the Participant, Company,
               subsidiary and/or business unit for the Plan Year determined in
               accordance with the Computation Standards.

          R.   "Personal Performance Objectives" shall mean criteria against
               which Performance Levels are measured related to individual
               accomplishment or personal development.

          S.   "Plan" shall mean the Panavision Executive Incentive Compensation
               Plan.

          T.   "Plan Year" shall mean a calendar year, or such other period as
               may be determined from time to time by the Committee or the
               Administrator.

          U.   "Section 162(m)" shall mean the provisions of Section 162(m) of
               the Internal Revenue Code Section of 1986, as amended, and the
               regulations thereunder as may be in effect from time to time, and
               any amendments, revisions or successor provisions and any changes
               thereto.

          V.   "Section 162(m) Bonus Award" shall have the meaning set forth in
               Section VII.

          W.   "Specified Participants" shall mean Participants for whom Minimum
               Bonus, Target Bonus and Maximum Bonus levels are established on
               an individual basis, and shall include all Covered Employees.

          X.   "Target Bonus" shall mean the bonus amount available to a
               Specified Participant or Participant Group, as applicable, if the
               Performance Level for that Specified Participant or Participant
               Group reaches the Target Performance Level, as determined
               according to the Computation Standards.

          Y.   "Target Performance Level" shall have the meaning set forth in
               Section V(B)(4).



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II.       OBJECTIVES OF THE PLAN

          The Plan is intended to provide an annual incentive program to serve
          the following objectives:

          A.   Reinforce the Company's goals and each eligible individual's role
               in achieving them;

          B.   Attract, retain, and motivate the executive human resources
               necessary to operate the Company;

          C.   Encourage improved profitability, return on investment, and
               growth of the Company;

          D.   Reflect the Company's commitment to pay for performance; and


          E.   In the case of Covered Employees, be directly related to the
               performance results of the Company or a subsidiary or business
               unit thereof and contingent upon the achievement of certain
               corporate goals, for any Plan Year that the Plan is intended to
               meet the requirements of Section 162(m).


III.      ADMINISTRATION OF THE PLAN


          A.   The Plan shall be administered by the Committee. The Committee
               shall have the authority and absolute discretion to administer
               the Plan and to exercise all the powers either specifically
               granted to it under the Plan or necessary or advisable in the
               administration of the Plan, including, without limitation, the
               authority to grant Bonus Awards under the Plan; to determine the
               persons to whom and the time or times at which Bonus Awards shall
               be granted; to determine the terms, conditions, restrictions and
               Computation Standards relating to any Bonus Award; to determine
               whether, to what extent, and under what circumstances a Bonus
               Award may be settled, cancelled, forfeited, or surrendered; to
               make adjustments in Computation Standards in recognition of
               unusual or non-recurring events affecting the Company or its
               financial statements, or in response to changes in applicable
               laws, regulations, or accounting principles; to construe and
               interpret the Plan; to prescribe, amend and rescind rules and
               regulations relating to the Plan; and to make all other
               determinations deemed necessary or advisable for the
               administration of the Plan.

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          B.   The Committee's interpretations of the Plan, and all actions
               taken and determinations made by the Committee pursuant to the
               powers vested in it hereunder shall be conclusive and binding on
               all parties concerned, including the Company, its affiliates,
               stockholders and any Participant. No member of the Committee or
               the Administrator shall be liable for any action taken or
               determination made in good faith with respect to the Plan or any
               award granted hereunder.

          C.   Except with respect to the grant of a Section 162(m) Bonus Award
               to a Covered Employee for a Plan Year in which the Plan is
               intended to comply with Section 162(m), the Committee may
               delegate all or a portion of its powers and authority under the
               Plan to an administrator (the "Administrator"), consisting of
               such officers or other employees of the Company as the Committee
               shall determine in its discretion.


IV.       ELIGIBILITY


The following employees of the Company and any designated subsidiary (together
"Participants") shall be eligible for participation in the Plan: (1) executives
of Panavision Inc. or Panavision International, L.P. whose positions are
classified as Vice President and above; (2) managing directors and other key
executives of the Company's operations outside the United States; (3) employees
for whom participation in the Plan is included as a term of an employment
agreement; and (4) such other employees as the Committee or Administrator may
determine as eligible from time to time.


V.       ESTABLISHMENT OF COMPUTATION STANDARDS

          A.   For each Plan Year, the Committee or Administrator shall
               establish Computation Standards that apply to each Specified
               Participant and Participant Group.

          B.   Computation Standards shall set forth:


               1.   The Business Objectives and Personal Objectives, as
                    applicable, utilized in measuring performance;


               2.   The relative weight assigned to the Business Objectives and
                    Personal Objectives, or formula utilized, in determining the
                    Performance Level for the Plan Year;

               3.   The minimum Performance Level required for the Specified
                    Participant or Participant Group to be eligible for a
                    Minimum Bonus ("Minimum Performance Level");

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               4.   The Performance Level required for the Specified Participant
                    or Participant Group to be eligible for a Target Bonus (the
                    "Target Performance Level");

               5.   The Performance Level at which the Maximum Bonus shall apply
                    to the Specified Participant or Participant Group (the
                    "Maximum Performance Level"); and

               6.   The Target Bonus, Minimum Bonus and Maximum Bonus applicable
                    to the Specified Participant or Participant Group, which may
                    be expressed as a percentage of the Specified Participant's
                    base salary or Participant Group's aggregate base salary or
                    a dollar amount. Determination of such bonus amounts for
                    Specified Participants shall generally be based on, among
                    other factors, an individual's position, reporting level,
                    historical compensation, and the impact the position has on
                    the organization's results. Determination of such bonus
                    amounts for Participant Groups shall generally be based on,
                    among other factors, contribution to overall Company
                    performance, historical compensation levels, and previous
                    bonus levels.

          C.   Business Objectives for a Specified Participant or Participant
               Group shall be determined by the Committee or Administrator in
               its absolute discretion. To the extent permitted by applicable
               law, Business Objectives may include any measures or metrics
               related to the performance of the Company or its subsidiaries or
               business units, or a combination of one or more measures,
               including (but not limited to): EBITDA; EBITDA minus capital
               expenditures; EBIT; stock price; fair market value; book value;
               market share; earnings per share; cash flow; return on equity,
               assets, capital or investment; net income; operating profit or
               income; operating income before restructuring or other charges;
               revenue or sales; revenue or sales growth; expense targets;
               working capital targets; operating margin; productivity
               improvement; cost or expenses; planning accuracy (as measured by
               comparing planned results to actual results); customer
               satisfaction based on market share or other relevant factors; and
               implementation or completion of critical projects or processes
               including, without limitation, growth in consumption of the
               products of the Company or its subsidiaries, new product
               development, and reduction in costs or expenses.

          D.   To the maximum extent permitted by Section 162(m), the Committee
               may make appropriate adjustments in Business Objectives to
               reflect the impact of extraordinary items, including but not
               limited to (1) any profit or loss attributable to acquisitions or
               dispositions of stock or assets, (2) any changes in accounting
               standards that may be required or permitted by the Financial
               Accounting Standards Board or adopted by the Company after the
               Business Objective is established, (3) items of gain, loss or
               expense for the year related to restructuring


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               activities, (4) items of gain, loss or expense for the year
               determined to be extraordinary or unusual in nature or infrequent
               in occurrence or related to the disposal of a segment of a
               business, all determined in accordance with standards established
               by any applicable Opinion of the Accounting Principles Board, (5)
               items of gain, loss or expense for the year related to
               discontinued operations that do not qualify as a segment of a
               business as defined in any applicable Opinion of the Accounting
               Principles Board, (6) items of gain, loss or expense for the year
               related to discontinued operations that do not qualify as a
               segment of a business as defined in any applicable Opinion of the
               Accounting Principles Board, and (7) such other items as may be
               prescribed by Section 162(m) or as may be appropriate in light of
               the objectives of the Plan.

          E.   Other than as set forth in this paragraph, Computation Standards
               may include Personal Performance Objectives which are specific to
               individuals and can be based upon, among other factors,
               contribution to specific projects, achievement of specific
               objectives established by the Committee or Administrator or by
               the Participant's supervisor, improvement in performance, and/or
               overall performance as measured by the Company's performance
               evaluation process. In no event shall any portion of a Section
               162(m) Bonus Award made to a Covered Employee be determined based
               upon Personal Performance Objectives for a Plan Year in which the
               Plan is intended to comply with Section 162(m).


          F.   If an individual becomes eligible to participate in the Plan
               during a Plan Year and after the Computation Standards for the
               Plan Year are determined, that individual's objectives may be
               determined by the Committee or Administrator, whichever is
               applicable, in writing, either by resolution of the Committee or
               by action of the Administrator.

VI.       COMPUTATION OF AWARDS

          A.   Specified Participants.

               1.   A Specified Participant shall be eligible to receive as a
                    Bonus Award the amount set forth in the Computation
                    Standards based on the Performance Level for that Plan Year.

               2.   If the Performance Level for a Specified Participant is
                    above the Minimum Performance Level but below the Target
                    Performance Level, and provided that the Performance Level
                    for that Specified Participant is a numerical measure, then
                    the Bonus Award shall be determined according to the
                    following formula:

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                    Bonus Award = Minimum Bonus + (Performance Level - Minimum
                    Performance Level)/(Target Performance Level - Minimum
                    Performance Level) x (Target Bonus - Minimum Bonus)

               3.   If the Performance Level for a Specified Participant is
                    above the Target Performance Level but below the Maximum
                    Performance Level, and provided that the Performance Level
                    for that Specified Participant is a numerical measure, then
                    the Bonus Award shall be determined according to the
                    following formula:

                    Bonus Award = Target Bonus + (Performance Level - Target
                    Performance Level)/(Maximum Performance Level - Target
                    Performance Level) x (Maximum Bonus - Target Bonus)

               4.   If the Performance Level for a Specified Participant is
                    above the Minimum Performance Level but below the Target
                    Performance Level, or above the Target Performance Level but
                    below the Maximum Performance Level, and the Performance
                    Level for that Specified Participant is not a numerical
                    measure, then the Bonus Award shall be determined by the
                    Committee or the Administrator with consideration for the
                    relative Performance Level achieved.

               5.   No Bonus Award for a Specified Participant shall exceed 200%
                    of the Specified Participant's Target Bonus or $2,000,000,
                    whichever is lower.


          B.   Participant Groups.

               1.   The Group Bonus Award shall be the amount set forth in the
                    Computation Standards based on the Performance Level for
                    that Plan Year.

               2.   If the Performance Level for a Participant Group is above
                    the Minimum Performance Level but below the Target
                    Performance Level, and provided that the Performance Level
                    for that Participant Group is a numerical measure, then the
                    Group Bonus Award shall be determined according to the
                    following formula:

                    Group Bonus Award = Minimum Bonus + (Performance Level -
                    Minimum Performance Level)/(Target Performance Level -
                    Minimum Performance Level) x (Target Bonus - Minimum Bonus)

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               3.   If the Performance Level for a Participant Group is above
                    the Target Performance Level but below the Maximum
                    Performance Level, and provided that the Performance Level
                    for that Participant Group is a numerical measure, then the
                    Group Bonus Award shall be determined according to the
                    following formula:

                    Group Bonus Award = Target Bonus + (Performance Level -
                    Target Performance Level)/(Maximum Performance Level -
                    Target Performance Level) x (Maximum Bonus - Target Bonus)

               4.   If the Performance Level for a Participant Group is above
                    the Minimum Performance Level but below the Target
                    Performance Level, or above the Target Performance Level but
                    below the Maximum Performance Level, and the Performance
                    Level for that Participant Group is not a numerical measure,
                    then the Group Bonus Award shall be determined by the
                    Committee or the Administrator with consideration for the
                    relative Performance Level achieved.

               5.   Individual Bonus Awards for Participants (other than
                    Specified Participants) in a Participant Group shall be
                    determined according to an allocation proposed by the senior
                    manager of that Participant Group or an executive officer of
                    the Company and approved by the Committee or Administrator,
                    as applicable. Such approval shall be in the Committee or
                    Administrator's absolute discretion.

               6.   Absent a finding by the Committee that a higher amount is
                    appropriate in light of the circumstances and the objectives
                    of the Plan, the sum of individual Bonus Awards for
                    Participants (other than Specified Participants) in a
                    Participant Group shall not exceed the Group Bonus Award.
                    The sum of individual Bonus Awards for a Participant Group
                    may be less than the Group Bonus Award for reasons
                    consistent with the goals of the Plan, including but not
                    limited to the departure of Participants from the
                    Participant Group.

               7.   No Bonus Award for a Participant who is not a Specified
                    Participant shall exceed $1,000,000.

          C.   Discretionary Awards. The Committee or the Administrator may make
               discretionary Bonus Awards even if Performance Levels or Business
               Objectives are not achieved, but not as to Covered Employees for
               any Plan Year in which the Plan is intended to comply with
               Section 162(m).

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VII.      SECTION 162(m) BONUS AWARDS

          A.   The Committee may designate any particular Bonus Award as being a
               "Section 162(m) Bonus Award", provided that any Bonus Award so
               designated shall comply with the requirements set forth in
               Section VI(A)(1)-(4) and shall be subject to the following
               additional requirements, notwithstanding any other provision of
               the Plan to the contrary:

               1.   No Section 162(m) Bonus Award may be paid unless and until
                    the stockholders of the Company have approved the Plan in a
                    manner that complies with the stockholder approval
                    requirements of Treasury Regulation 1.162-27(e)(4).

               2.   A Section 162(m) Bonus Award must be made by a minimum of
                    two members of the Committee, each of whom must be an
                    "outside director" (within the meaning of Treasury
                    Regulation 1.162-27(e)(3)).

               3.   The Computation Standards that determine a Section 162(m)
                    Bonus Award must be based on Business Objectives in
                    accordance with Section V. Such Business Objectives, and the
                    Section 162(m) Bonus Award payable on attainment thereof,
                    must be established by the Committee within the time limits
                    and according to the conditions required in order for the
                    Section 162(m) Bonus Award to qualify for the
                    performance-based compensation exception to Section 162(m)
                    set forth in Treasury Regulation 1.162-27(e).

               4.   No Section 162(m) Bonus Award may be paid until the
                    Committee has certified the appropriate level of attainment
                    of the applicable Business Objectives in accordance with
                    Treasury Regulation 1.162-27(e)(5).


          B.   No Section 162(m) Bonus Award shall exceed $2,000,000.


VIII.          MISCELLANEOUS

          A.   Eligibility During a Plan Year. If a Participant has a change of
               assignment or transfer during a Plan Year, the Committee or the
               Administrator may determine that the Participant's Bonus Award be
               calculated for each position on a pro-rated basis. Similarly, the
               Committee or the Administrator may determine that an employee who
               is newly hired or promoted and who meets the eligibility
               requirements set forth in Plan Section IV, or who becomes
               eligible to join the Plan after the start of the Plan Year, shall
               be eligible for a pro-rated Bonus Award based on the percentage
               of the Plan Year actually worked while a Participant.

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          B.   Accrual of Bonus Award. No Bonus Award payable under this Plan
               shall be deemed to accrue until the last day of the period with
               respect to which such Bonus Award would otherwise be paid.

          C.   Timing of Payment. It is intended that Bonus Awards shall be paid
               no later than 15 days after the Company files its financial
               statements for the Plan Year on Form 10-K or April 30 following
               the Plan Year, whichever is earlier. However, the timing of
               payment of Bonus Awards shall be in the absolute discretion of
               the Committee and may be subject to delay as a result of Company
               requirements or other circumstances.

          D.   Active Employment. Only Participants who remain actively employed
               by the Company or a subsidiary through the date Bonus Awards are
               distributed shall be eligible to receive a Bonus Award.
               Notwithstanding the foregoing, the Committee or Administrator may
               in its absolute discretion (but shall have no obligation to)
               determine to make a Bonus Award (including a reduced or pro-rated
               award) under appropriate circumstances including, without
               limitation, in the case of:

               1.   A Participant whose employment terminates due to death,
                    disability, or retirement at any time after the start of a
                    Plan Year, or

               2.   A participant whose employment is terminated by the Company
                    other than for cause at any time after June 30 of a Plan
                    Year.

          E.   Compliance with Agreements. Absent a specific finding by the
               Committee that an exception is appropriate, no Bonus Award shall
               be payable to any Participant who at the time for payment of such
               award is in breach of any applicable employment agreement, or who
               has failed to execute and remain in compliance with Panavision's
               Employee Agreement as to Confidentiality and Non-Competition or
               Panavision's Code of Business Conduct (as any of the same may be
               amended from time to time).

          F.   Unfunded Plan. The Plan is intended to constitute an "unfunded"
               plan for incentive and deferred compensation. The Company shall
               not be required to establish any special segregation of assets to
               assure the payment of Bonus Awards. The Plan is not intended to
               be subject to the Employee Retirement Income Security Act of
               1974, as amended.

          G.   Withholding. The Company or its subsidiaries, as applicable,
               shall have the right to deduct from Bonus Awards any taxes or
               other amounts required by law to be withheld.

          H.   Governing Law. The Plan and all determinations made and actions
               taken pursuant hereto shall be governed by the laws of the State
               of California without giving effect to the conflict of laws
               principles thereof.


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          I.   No Right to Continued Employment. Participation in the Plan shall
               not confer upon any Participant any rights to continued
               employment with the Company or its subsidiaries, limit in any way
               a Participant's right or the right of the Company or its
               subsidiaries to terminate a Participant's employment at any time,
               or confer upon any Participant any claim to receive a Bonus
               Award, and no Participant's rights under the Plan may be
               assigned, attached, pledged or alienated by operation of law or
               otherwise.

          J.   Amendment; Termination. The Committee may revise, amend or
               terminate the Plan, or any rules or provisions under the Plan, at
               any time during or after a Plan Year. The Committee or
               Administrator, at its discretion, may also make exceptions to
               this Plan, other than in the case of Covered Employees for a Plan
               Year in which the Plan is intended to comply with Section 162(m).

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