Exhibit 10.1

            NORTHLAND CRANBERRIES, INC. SEVERANCE AND STAY BONUS PLAN

                                   ARTICLE I
                           EFFECTIVE DATE AND PURPOSE

          Northland  Cranberries,  Inc. has adopted this Northland  Cranberries,
Inc.  Severance and Stay Bonus Plan (the "Plan")  effective  April 14, 2000. The
Company  recognizes that circumstances may arise in which a Change in Control of
the  Company (as defined  herein)  occurs,  through  acquisition  or  otherwise,
thereby causing uncertainty about the future employment of certain key employees
of  the  Company   without  regard  to  such   employee's   competence  or  past
contributions,  which uncertainty may result in the loss of valuable services of
the employee to the detriment of the Company and its  shareholders.  The purpose
of this Plan is to provide an incentive  for such  employees to remain  employed
with the Company during certain  periods during which a Change in Control of the
Company is contemplated,  and to provide  reasonable  security to such employees
against changes in the employee's  relationship with the Company in the event of
any such Change in Control of the Company,  thereby permitting such employees to
continue to perform their duties and responsibilities with reference only to the
best interests of the Company and its shareholders.

                                   ARTICLE II
                                   DEFINITIONS

          Section 2.1 Act. "Act" means the  Securities  Exchange Act of 1934, as
amended.

          Section  2.2  Affiliate  and  Associate.  The  terms  "Affiliate"  and
"Associate"  shall have the respective  meanings  ascribed to such terms in Rule
12b-2 of the General Rules and Regulations of the Act.

          Section 2.3 Announcement Date.  "Announcement  Date" means the date on
which the Company issues a public  announcement that is has retained  investment
advisors for the purpose of advising the Company with respect to a possible sale
or business combination involving the Company that, if consummated, would result
in a Change in Control of the Company.

          Section 2.4 Base Compensation.  "Base Compensation" means the Eligible
Employee's  annual  rate of base  pay and  opportunity  for  bonuses,  prior  to
reduction for (i) taxes,  (ii)  contributions  to any qualified or  nonqualified
retirement plan, or (iii) contributions to a Section 125 cafeteria plan.

          Section 2.5  Beneficial  Owner.  For  purposes of this Plan,  a Person
shall be deemed to be the "Beneficial Owner" of any securities:

          (a) which such Person or any of such Person's Affiliates or Associates
has the right to acquire (whether such right is exercisable  immediately or only
after  the  passage  of  time)  pursuant  to  any   agreement,   arrangement  or
understanding,  or upon the


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exercise of conversion rights,  exchange rights, rights, warrants or options, or
otherwise;  provided,  however, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially  own,  securities  tendered pursuant to a tender or
exchange  offer  made by or on  behalf of such  Person  or any of such  Person's
Affiliates  or  Associates  until such  tendered  securities  are  accepted  for
purchase;

          (b)  which  such  Person  or  any  of  such  Person's   Affiliates  or
Associates,  directly or indirectly,  has the right to vote or dispose of or has
"beneficial  ownership" of (as determined  pursuant to Rule 13d-3 of the General
Rules and  Regulations  under the Act),  including  pursuant  to any  agreement,
arrangement  or  understanding;  provided,  however,  that a Person shall not be
deemed the Beneficial Owner of, or to beneficially  own, any security under this
Subsection (b) as a result of an agreement, arrangement or understanding to vote
such security if the agreement,  arrangement or understanding: (i) arises solely
from a revocable  proxy or consent  given to such Person in response to a public
proxy or consent  solicitation  made  pursuant to, and in accordance  with,  the
applicable  rules  and  regulations  under  the Act and  (ii) is not  also  then
reportable  on a  Schedule  13D under the Act (or any  comparable  or  successor
report); or

          (c) which are beneficially owned, directly or indirectly, by any other
Person with which such Person or any of such  Person's  Affiliates or Associates
has any agreement,  arrangement or  understanding  for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy as described in Subsection
(b)(i) above) or disposing of any voting securities of the Company.

          Section 2.6 Board of Directors.  "Board of Directors"  means the Board
of Directors of the Company.

          Section 2.7 Cause.  "Cause" for termination of the Eligible Employee's
employment  from the  Company  shall be limited to (a)  misappropriation  by the
Eligible Employee of funds of the Company;  (b) the Eligible Employee personally
and secretly obtaining profits from dealings with the Company;  (c) the Eligible
Employee's  unreasonable  neglect  of, or  refusal  to  perform,  his  duties or
responsibilities;  or (d) the Eligible Employee's  conviction of a serious crime
involving moral turpitude.

          Section 2.8 Change in Control Date. "Change in Control Date" means the
first date on which a Change in Control of the Company has occurred.

          Section 2.9 Change in Control of the Company.  A "Change in Control of
the Company" shall be deemed to occur if:

          (a) any Person  (other than any employee  benefit plan of the Company,
any subsidiary of the Company or any Person organized,  appointed or established
pursuant to the terms of any such benefit plan or any Person who currently owns,
or is the Beneficial  Owner of, 25% or more of the combined  voting power of the
Company's currently  outstanding  securities) is or becomes the Beneficial Owner
of securities of the


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<PAGE>

Company  representing at least 25% of the combined voting power of the Company's
then outstanding securities;

          (b) there shall be consummated (i) any  consolidation,  merger,  share
exchange or other  business  combination  of the Company in which the Company is
not the  continuing or surviving  corporation or pursuant to which shares of the
Company's  capital  stock  would be  converted  into cash,  securities  or other
property,  other  than a merger  of the  Company  in which  the  holders  of the
Company's   capital  stock  immediately  prior  to  the  merger  have  the  same
proportionate   ownership  of  capital  stock  of  the   surviving   corporation
immediately  after  the  merger,  or (ii) any  sale,  lease,  exchange  or other
transfer (in one  transaction  or a series of related  transactions)  of all, or
substantially all, of the consolidated assets of the Company; or

          (c) the  shareholders  of the Company approve any plan or proposal for
the liquidation or dissolution of the Company.

          Section 2.10 Code.  "Code"  means the  Internal  Revenue Code of 1986,
including any amendments or successor tax codes.

          Section 2.11 Company. "Company" means Northland Cranberries,  Inc. and
any successor thereto or assignee thereof pursuant to Section 5.1.

          Section 2.12 Comparable  Position.  "Comparable  Position" means, with
respect to each Eligible Employee,  such Eligible Employee's employment with the
Company during the Employment Period in a position that provides to the Eligible
Employee:

          (a) Base  Compensation at a rate that is at least ninety percent (90%)
of the Eligible  Employee's Base Compensation as in effect  immediately prior to
the Change in Control Date;

          (b)  Participation in all benefit plans or arrangements  providing for
benefits for the  Company's  salaried  employees in general,  including  but not
limited to group life insurance,  hospitalization,  medical,  dental, and profit
sharing plans; and

          (c) Participation in all other fringe benefit or compensation plans or
arrangements  applicable  to employees of the Company of  comparable  status and
position to the  Eligible  Employee,  including  but not  limited to  relocation
benefits,  deferred  compensation,  split-dollar  life  insurance,  supplemental
retirement,  stock  option,  stock  appreciation,  stock  bonus and  similar  or
comparable plans or arrangements.

          Section 2.13 Eligible Employee.  "Eligible Employee" means an employee
of the Company listed on Schedule A or Schedule B attached hereto.


                                      -3-
<PAGE>

          Section 2.14  Employment  Period.  "Employment  Period" means a period
commencing  on the  Change in  Control  Date and  ending at 11:59  p.m.  Central
Standard Time on the following:

          (a) For  Category  One  Employees  (as  listed on  Schedule A attached
hereto), the date that is one year following the Change in Control Date;

          (b) For  Category  Two  Employees  (as  listed on  Schedule A attached
hereto), the date that is nine months following the Change in Control Date; and

          (c) For  Category  Three and  Category  Four  Employees  (as listed on
Schedule A attached hereto), the date that is six months following the Change in
Control Date.

          Section 2.15 Enterprise Value. "Enterprise Value" means, in connection
with a Change in Control of the Company,  the sum of (a) the consideration  paid
to the shareholders of the Company, and (b) the Company's funded debt.

          Section  2.16 ERISA.  "ERISA"  means the  Employee  Retirement  Income
Security Act of 1974, as amended.

          Section 2.17 Person. "Person" means any individual, firm, partnership,
corporation or other entity, including any successor (by merger or otherwise) of
such entity, or a group of any of the foregoing acting in concert.

                                  ARTICLE III
                               PAYMENT CONDITIONS

          Section 3.1 Stay Bonus.  Subject to the provisions of Article IV, each
Eligible  Employee  listed on  Schedule A who is  continuously  employed  by the
Company during the period beginning on the  Announcement  Date and ending on the
day  immediately  preceding  the Change in Control  Date  shall be  eligible  to
receive,  and the Company shall promptly pay, a bonus in an amount determined in
the sole and absolute discretion of the management of the Company,  which amount
shall not exceed the maximum  amount  indicated  for such  Eligible  Employee on
Schedule A attached hereto.

          Section 3.2 Severance Pay. Subject to the provisions of Article IV, in
the event of an Eligible  Employee's Covered Termination (as defined below), the
Eligible  Employee shall be entitled to receive,  and the Company shall promptly
pay, the amount  specified with respect to such Eligible  Employee on Schedule A
attached hereto, which corresponds to whether the Covered Termination represents
an  "A  Termination"  or  "B  Termination."  A  "Covered  Termination"  means  a
termination of the Eligible Employee's  employment from the Company prior to the
end of the Employment Period as a result of:

          (a) A Termination. Any of the following: (i) the Company's termination
of such Eligible Employee's employment for any reason other than Cause; (ii) the


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<PAGE>

Eligible  Employee's  voluntary  termination of employment from the Company as a
result of the  Company's  failure  to  provide a  Comparable  Position  for such
Eligible Employee;  or (iii) the Eligible  Employee's  voluntary  termination of
employment from the Company as a result of a requirement by the Company that the
Eligible  Employee's  services be principally  rendered in an office or location
that is more than  thirty-five  (35) miles from the office or  location at which
the Eligible Employee was principally  employed  immediately prior to the Change
in Control Date, and for which the Company fails to provide relocation  benefits
applicable to employees of the Company of comparable  status and position to the
Eligible Employee in connection with such relocation.

          (b) B Termination.  The Eligible Employee's  voluntary  termination of
employment from the Company as a result of a requirement by the Company that the
Eligible  Employee's  services be principally  rendered in an office or location
that is more than  thirty-five  (35) miles from the office or  location at which
the Eligible Employee was principally  employed  immediately prior to the Change
in  Control  Date,  and for  which  the  Company  provides  relocation  benefits
applicable to employees of the Company of comparable  status and position to the
Eligible Employee in connection with such relocation.

          Section 3.3 Change of Control  Payment.  Subject to the  provisions of
Article IV, each  Eligible  Employee who is listed on Schedule B and is employed
by the Company on the day immediately preceding the Change in Control Date shall
be eligible to receive,  and the Company shall promptly pay, a change in control
payment  in the  amount  indicated  for such  Eligible  Employee  on  Schedule B
attached hereto.

                                   ARTICLE IV
                                  PAYMENT TERMS

          Section 4.1  Payment.  Subject to the limits set forth in Sections 4.2
and 4.3,  any payment due under  Section 3.1 or Section 3.3 shall be paid to the
Eligible  Employee in cash  equivalent  on the Change in Control  Date,  and any
payment  due under  Section 3.2 shall be paid to the  Eligible  Employee in cash
equivalent no later than ten (10)  business  days after the Eligible  Employee's
Covered Termination. The Eligible Employee shall not be required to mitigate the
amount of any such payment by securing other  employment or otherwise,  nor will
such  payment be  reduced  by reason of the  Eligible  Employee  securing  other
employment or for any other reason.  The payments  provided  hereunder  shall be
provided  in  addition to any other  severance  payments  to which the  Eligible
Employee would be entitled under any employment agreement then in effect.

          Section 4.2 Parachute  Limitation.  It is the intention of the Company
that no portion of any payment due hereunder,  or payments to or for the benefit
of the  Eligible  Employee  under any other  agreement  or plan of the  Company,
regardless  of whether such payment or benefit was paid or provided for prior to
the  Covered  Termination  (herein  all  collectively  referred to as the "Total
Payments"), be deemed to


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<PAGE>

be an "excess  parachute  payment" as defined in Section  280G of the Code.  The
present value of the Total Payments and any other payments to or for the benefit
of the  Eligible  Employee in the nature of  compensation,  receipt of which are
contingent  on the Change in Control of the Company and to which Section 280G of
the Code or any successor  provision  thereto  applies (in the aggregate  "Total
Benefits")  shall not exceed an amount equal to one dollar less than the maximum
amount which the Eligible  Employee may receive without  becoming subject to the
tax imposed by Section 4999 of the Code or any successor  provision (the "Excise
Tax") or which the Company  may pay  without  loss of  deduction  under  Section
280G(a)  of the Code or any  successor  provision  thereto.  Present  value  for
purposes of this Plan shall be calculated in accordance with Section  280G(d)(4)
of the Code or any successor  provision  thereto.  Within  forty-five  (45) days
following a Covered  Termination  or notice by either  party to the other of its
belief that there is a payment or benefit due the Eligible  Employee  which will
result in an excess parachute payment, the Eligible Employee and the Company, at
the  Company's  expense,  shall  obtain the opinion of such legal  counsel  (the
opinion  of  legal  counsel  need  not be  unqualified),  and  certified  public
accountants as the Eligible Employee may choose, which sets forth (a) the amount
of the Base Period Income (as defined below) of the Eligible  Employee,  (b) the
present  value of Total  Benefits,  and (c) the amount and present  value of any
excess parachute payments.  In the event that such opinions determine that there
would be an excess parachute  payment,  the payments  otherwise due hereunder or
any other  payment  determined  by such  counsel to be  includible  in the Total
Benefits,  shall be reduced or eliminated as specified by the Eligible  Employee
in writing  delivered to the Company  within  thirty (30) days of his receipt of
such opinions or, if the Eligible Employee fails to so notify the Company,  then
as  the  Company  shall  reasonably  determine,  so  that  under  the  bases  of
calculation  set forth in such opinions the Total  Benefits paid to the Eligible
Employee  shall be an amount  equal to one dollar less than the  maximum  amount
which the Eligible  Employee may receive without  becoming subject to the Excise
Tax (the  "Reduced  Amount").  For purposes of this Plan,  the term "Base Period
Income"  shall  be an  amount  equal  to  the  Eligible  Employee's  "annualized
includible  compensation"  from the Company for the "base  period" as defined in
Sections 280G(d)(1) and (2) of the Code or any successor  provisions thereto. In
the  event  that the  provisions  of  Sections  280G and 4999 of the Code or any
successor  provision are repealed without  succession this provision shall be of
no further force or effect.

          As a result of the  uncertainty in the  application of Section 280G of
the  Code  at the  time  of the  initial  determination  by  legal  counsel  and
accountants as provided in this provision, it is possible that amounts will have
been paid or  distributed  by the Company to or for the benefit of the  Eligible
Employee pursuant to this Plan which should not have been so paid or distributed
("Overpayment")  or that  additional  amounts  which  will have not been paid or
distributed  by the  Company  to or for the  benefit  of the  Eligible  Employee
pursuant to this Plan could have been so paid or  distributed  ("Underpayment"),
in each case,  consistent with the calculation of the Reduced Amount  hereunder.
In the event that such legal  counsel,  based upon the assertion of a deficiency
by the Internal  Revenue  Service  against the Company or the Eligible  Employee
which such legal counsel believes has a high probability of success


                                      -6-
<PAGE>

or other  controlling  precedent or substantial  authority,  determines  that an
Overpayment  has been made,  any such  Overpayment  paid or  distributed  by the
Company to or for the benefit of the Eligible  Employee shall be treated for all
purposes as a loan to the Eligible  Employee  which the Eligible  Employee shall
repay to the Company  together  with  interest at the  applicable  federal  rate
provided  for in Section  7872(f)(2)  of the Code;  provided,  however,  that no
amount  shall be payable by the  Eligible  Employee to the Company if and to the
extent such  payment  would not reduce the amount which is subject to the excise
tax under Section 4999 of the Code. In the event that such legal counsel,  based
upon controlling  precedent or other substantial  authority,  determines that an
Underpayment has occurred,  any such Underpayment  shall be promptly paid by the
Company to or for the benefit of the Eligible Employee together with interest at
the applicable federal rate provided for in Section 7872(f)(2) of the Code.

          Section 4.3 Individual Severance Payment Limit.

          (a) Notwithstanding any other provision of this Plan, on the Change of
Control Date,  Schedule A hereto shall be amended to provide for an  "Individual
Severance  Payment  Limit" in the event  that the  Company  determines  that the
maximum  payments  otherwise due hereunder  (assuming each Eligible  Employee is
entitled to the maximum Stay Bonus and the maximum  severance  payment  provided
hereunder),  when  aggregated with any payments  accrued,  made or due under any
other  agreement  with or plan of the Company which provides for payments to any
employee  of the  Company in the event of a Change in Control of the Company (in
the  aggregate  "Total  Change in Control  Payments"),  exceed an amount that is
equal to 1 1/2% of the Enterprise Value (the "Enterprise Value Limit").

          (b) The Individual  Severance Payment Limit for each Eligible Employee
shall be determined in accordance with the following:

               (i)  First,  the  Enterprise  Value  Limit shall be reduced by an
                    amount equal to the Total Change in Control  Payments  which
                    are  accrued by, or have been paid to, all  employees  as of
                    the Change in Control Date.

               (ii) Second,  the  Individual  Severance  Payment  Limit  for  an
                    Eligible  Employee  shall be determined by  multiplying  the
                    amount  determined  under  (i)  above  by  a  fraction,  the
                    numerator  of which is the  portion  of the Total  Change in
                    Control Payments (prior to application of any limit) that is
                    attributable  to such Eligible  Employee and the denominator
                    of which is the Total Change in Control  Payments  (prior to
                    application of any limit) of all Eligible Employees.

          In no event shall any severance  payment made under Section 3.2 exceed
the Individual Severance Payment Limit as determined herein.


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<PAGE>

          (c) If, after the last date on which a severance payment under Section
3.2 could be made  hereunder,  the Total  Change in  Control  Payments  actually
accrued  or paid as of  such  date do not  exceed  the  Enterprise  Value  Limit
(without taking into account any reduction thereof), then each Eligible Employee
whose  severance  payment  under  Section  3.2  was  limited  by the  Individual
Severance  Payment  Limit shall be paid the  difference  between the amount that
should  have  been paid to such  Eligible  Employee  as  severance  pursuant  to
Schedule A but for the application of the Individual Severance Payment Limit and
the amount  actually  paid to such  Eligible  Employee  as  severance  following
application of the Individual  Severance Payment Limit (the "True-Up  Payment").
In the event that the  aggregate  True-Up  Payments  to be made to all  affected
Eligible  Employees  would cause the Total Change in Control  Payments to exceed
the  Enterprise  Value Limit,  each affected  Eligible  Employee shall receive a
True-Up  Payment equal to the amount of the Enterprise  Value Limit that remains
to be paid  multiplied  by a fraction,  the  numerator of which is such Eligible
Employee's  True-Up  Payment  (prior  to  application  of  any  limit)  and  the
denominator of which is the aggregate  True-Up Payments (prior to application of
any limit) that is to be made to all affected Eligible Employees.


                                   ARTICLE V
                             SUCCESSORS AND ASSIGNS

          Section 5.1 Successors  and Assigns of Company.  If the Company sells,
assigns or transfers all or substantially  all of its business and assets to any
Person or if the  Company  merges into or  consolidates  or  otherwise  combines
(where the Company does not survive such  combination) with any Person (any such
event,  a "Sale of  Business"),  then the Company shall assign this Plan to such
Person and cause such Person to  expressly  assume and agree to perform from and
after the date of such  assignment  all of the terms,  conditions and provisions
imposed by this Plan upon the Company. In case of such assignment by the Company
and the assumption and agreement by such Person,  "Company" as used in this Plan
shall thereafter mean the Person that assumes and agrees to perform this Plan as
provided  for in this  Section 5.1 or that  otherwise  becomes  bound by all the
terms and provisions of this Plan by operation of law, and this Plan shall inure
to the benefit of, and be  enforceable  by, such Person.  The Eligible  Employee
shall,  in his  discretion,  be entitled  to proceed  against any or all of such
Persons,  any Person which  theretofore  was such a successor to the Company and
the Company (as so defined) in any action to enforce any rights of the  Eligible
Employee.  Except as provided in this Section, this Plan shall not be assignable
by the Company.

          Section 5.2 Successors and Assigns of Eligible  Employee.  An Eligible
Employee  shall not have the right to assign,  transfer,  alienate,  anticipate,
pledge or  encumber  any  portion  of a payment  due  hereunder,  nor shall such
amounts be subject to seizure by legal  process by any creditor of such Eligible
Employee. All rights of the Eligible Employee under this Plan shall inure to the
benefit of and be


                                      -8-
<PAGE>

enforceable  by the  Eligible  Employee's  personal  or  legal  representatives,
executors, administrators, heirs and beneficiaries. In the event of the Eligible
Employee's  death,  all amounts payable to the Eligible  Employee under Sections
3.1,  3.2 and 3.3,  if the  Eligible  Employee  had lived,  shall be paid to the
Eligible Employee's estate, heirs or representatives;  provided,  however,  that
the foregoing  shall not be construed to modify any terms of any benefit plan of
the Company,  as such terms are in effect on the date of the  employee's  death,
that  expressly  govern  benefits  under such plan in the event of the  Eligible
Employee's death.


                                   ARTICLE VI
                            AMENDMENT AND TERMINATION

          Section 6.1 Before  Change in Control.  This Plan may be amended  from
time to time, or terminated,  at the discretion of the Board of Directors  prior
to a Change in Control of the Company,  only by a written  resolution adopted by
the Board of Directors.  Furthermore,  the Plan will automatically  terminate if
the Company (a) is legally  dissolved,  (b) makes a general  assignment  for the
benefit of its  creditors,  or (c) files for  liquidation  under the  Bankruptcy
Code. Notwithstanding the foregoing, the President of the Company shall have the
limited authority, with necessity of action by the Board of Directors, to revise
the Schedules  attached  hereto by deleting the name of an Eligible  Employee to
reflect such  individual's  termination  of employment and inserting the name of
the employee hired to replace such individual.

          Section  6.2 On and  After  Change  in  Control.  Notwithstanding  the
foregoing,   the  Plan  may  not  be  amended  or  terminated  or  participation
discontinued  by the  Company  or its Board of  Directors  after  the  Change in
Control Date until all payments due have been made hereunder.

                                  ARTICLE VII
                                ERISA INFORMATION

          Section 7.1 Plan  Administrator.  The Company  shall serve as the Plan
Administrator for purposes of ERISA. Notwithstanding the foregoing, the Board of
Directors may appoint any  individual to serve as Plan  Administrator  with such
rights and duties as are specified  herein.  The Plan  Administrator  shall have
full and complete  authority over the operation and  administration of the Plan,
including, but not limited to, the authority to make appropriate  determinations
(including factual determinations) necessary for the administration of the Plan,
interpret and apply the provisions of the Plan,  authorize and direct  payments,
and establish such rules and  regulations  regarding the  administration  of the
Plan as it deems necessary.  The Plan  Administrator's  decisions shall be final
and binding on all interested parties, unless arbitrary and capricious. The Plan
Administrator's address and telephone number is:


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<PAGE>

                    Northland Cranberries, Inc.
                    800 First Avenue South
                    P.O. Box 8020
                    Wisconsin Rapids, WI  54495-80202
                    (715) 424-4444

          Section 7.2 Service of Process.  The Plan  Administrator is designated
as agent of the Plan for service of legal process.  Service of legal process may
be made upon the Plan Administrator at the address indicated in Section 7.1.

          Section 7.3 Source of Payments.  All payments made hereunder  shall be
made from the general assets of the Company.

          Section 7.4 Claims Procedures.

          (a) Any Eligible  Employee  claiming that a benefit hereunder has been
wrongfully  denied shall submit such claim in writing to the Plan  Administrator
within  sixty (60) days of the date that the Eligible  Employee  claims that the
Company's obligation to make payment arose.

          (b) If the  claim  is  denied  by the  Plan  Administrator,  the  Plan
Administrator shall issue a written  determination no later than sixty (60) days
after  receipt of such claim,  indicating  the reason or reasons for the denial;
reference to pertinent  provisions of the Plan on which such denial is based;  a
description of any additional material or information necessary for the claimant
to  perfect  the claim  together  with an  explanation  of why the  material  or
information  is needed;  and an  explanation  of the Plan's review  procedure as
described in subsection (c).

          (c) An Eligible  Employee may appeal a claim  denied under  subsection
(b) to the Plan  Administrator  within  sixty  (60) days of the date of the Plan
Administrator's  written  determination  denying  payment.  Such  appeal must be
addressed to the Plan Administrator and be in writing.  If the appeal is denied,
the Plan  Administrator  shall  issue a written  decision on the appeal no later
than sixty  (60) days after  receipt  of the  appeal.  The Plan  Administrator's
decision  shall  include the  reasons for the  decision  and  references  to the
pertinent provisions of the Plan on which the denial is based.

          (d) An Eligible Employee may not file suit in any court to enforce his
or her rights  hereunder  until after such  Eligible  Employee has exhausted the
claims  procedures  described  in this  Section 7.4. In no event may an Eligible
Employee  file suit in any  court  after  one  hundred  and  eighty  (180)  days
following  the Plan  Administrator's  written  notice of denial of such Eligible
Employee's appeal.

          Section 7.5 ERISA Rights.

          (a) Under  ERISA,  Eligible  Employees  are  entitled to: (i) examine,
without  charge,  at the Plan  Administrator's  office  and at  other  specified
locations such


                                      -10-
<PAGE>

as worksites,  all Plan documents filed by the Plan with the U.S.  Department of
Labor,  such as detailed annual reports,  if any; (ii) obtain copies of all Plan
documents  and  other  Plan   information  upon  written  request  to  the  Plan
Administrator  (for a  reasonable  charge for the copies);  and (iii)  receive a
summary of the Plan's annual financial report, if any. The Plan Administrator is
required by law to furnish each  Eligible  Employee  with a copy of this summary
report.

          (b) ERISA imposes duties upon the  fiduciaries who are responsible for
the  operation of the Plan.  The Plan's  fiduciaries  have a duty to operate the
Plan prudently and in the interest of the Eligible Employees.  No one, including
the Company or any other person, may terminate an Eligible Employee's employment
or otherwise  discriminate against an Eligible Employee in any way to prevent an
Eligible Employee from obtaining a benefit or exercising any rights under ERISA.

          (c) Under  ERISA,  there are steps an  Eligible  Employee  can take to
enforce  the above  rights.  For  instance,  if an  Eligible  Employee  requests
materials  from the Plan  Administrator  and does not receive them within thirty
(30) days,  the Eligible  Employee may file suit in a federal  court.  In such a
case, the court may require the Plan  Administrator to provide the materials and
pay such Eligible Employee up to $110 a day until the Eligible Employee receives
the materials,  unless the materials were not sent because of reasons beyond the
control of the Plan Administrator.

          (d) If an Eligible  Employee's  claim for a benefit is denied in whole
or in part,  the Eligible  Employee  must receive a written  explanation  of the
reason for the denial. The Eligible Employee also has the right to have the Plan
Administrator  review and  reconsider the claim.  If an Eligible  Employee has a
claim  for  benefits  which is  denied  or  ignored,  in whole or in part,  such
Eligible Employee may file suit in a state or federal court. If it should happen
that the Plan's  fiduciaries misuse the Plan's money, or if an Eligible Employee
is  discriminated  against for  asserting  his or her rights under  ERISA,  such
Eligible Employee may seek assistance from the U.S.  Department of Labor, or may
file suit in a federal court.  The court will decide who may pay court costs and
legal fees.  If the  Eligible  Employee is  successful,  the court may order the
person sued to pay these costs and fees.  If the Eligible  Employee  loses,  the
court may order such Eligible Employee to pay these costs and fees.

          (e) If an Eligible  Employee has any  questions  about the Plan, he or
she should  contact  the Plan  Administrator.  If an Eligible  Employee  has any
questions  about this  statement or about  rights under ERISA,  he or she should
contact   the  nearest   area  office  of  the  Pension  and  Welfare   Benefits
Administration,  U.S. Department of Labor, listed in the telephone directory, or
the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits
Administration,   U.S.  Department  of  Labor,  200  Constitution  Avenue  N.W.,
Washington, D.C. 20210.


                                      -11-
<PAGE>

          Section  7.6  ERISA   Information.   The  Company's  federal  employer
identification  number is 39-1583759  and the number  assigned by the Company to
the Plan is 50_. The Plan's records are maintained on a calendar year basis.


                                  ARTICLE VIII
                                  MISCELLANEOUS

          Section 8.1 Notices.  Notices given  pursuant to this Plan shall be in
writing and shall be deemed given when received by the Eligible Employee or when
received by the  Secretary or any officer of the Company other than the Eligible
Employee.  If mailed, such notice shall be mailed by United States registered or
certified mail, return receipt  requested,  if to the Company,  at the Company's
address as specified in Section 7.1 and if to the Eligible Employee, at the last
known address for the Eligible Employee on file in the Company's records.

          Section  8.2  Severability.  The  provisions  of this  Plan  shall  be
regarded as  divisible,  and if any of such  provisions or any part are declared
invalid or unenforceable by a court of competent jurisdiction,  the validity and
enforceability   of  the   remainder  of  such   provisions  or  parts  and  the
applicability thereof shall not be affected thereby.

          Section 8.3  Withholding.  The  Company  shall be entitled to withhold
from  amounts to be paid to the Eligible  Employee  any federal,  state or local
withholding  or other taxes or charges which it is from time to time required to
withhold;  provided,  that the amount so  withheld  shall not exceed the minimum
amount  required to be withheld by law. The Company shall be entitled to rely on
an opinion of nationally recognized tax counsel if any question as to the amount
or requirement of any such withholding shall arise.

          Section 8.4 Governing Law;  Resolution of Disputes.  This Plan and the
rights and obligations shall be governed by and construed in accordance with the
laws of the State of  Wisconsin  to the  extent  not  preempted  by  ERISA.  The
exclusive venue for any action shall be Madison,  Wisconsin. The parties consent
to  personal  jurisdiction  in each trial  court in the  selected  venue  having
subject matter jurisdiction  notwithstanding  their residence or situs, and each
party irrevocably  consents to service of process in the manner provided for the
giving of notices.

          Section  8.5 No  Waiver.  No waiver  by the  Company  or any  Eligible
Employee  at any time of any breach by the other party of, or  compliance  with,
any condition or provision of this Plan to be performed by the other party shall
be deemed a waiver of similar or dissimilar provisions or conditions at the same
time or any prior or subsequent time.

          Section 8.6 Headings.  The headings  contained are for reference  only
and shall not affect the  meaning or  interpretation  of any  provision  of this
Plan.


                                      -12-
<PAGE>
<TABLE>
                                                          SCHEDULE A
<CAPTION>

                                                          MAXIMUM STAY BONUS                  TYPE OF COVERED TERMINATION
                                                          ------------------                  ---------------------------

                                                                                               A                     B
                                                                                               -                     -

<S>                            <C>                            <C>                          <C>                   <C>
     CATEGORY ONE              SWENDROWSKI                    $252,000                     $      0              $      0
                               HAWK                             95,000                            0                     0
                               PAZUREK                          82,500                            0                     0
                               CORRIVEAU                       120,000                      120,000               120,000
                               HADDOW                           62,500                       62,500                62,500
                               STAUNER                          34,300                       63,700                63,700
                               LUKAS                            52,500                       45,000                45,000

<CAPTION>

                                                          MAXIMUM STAY BONUS                   A                     B
                                                          ------------------                   -                     -
<S>                            <C>                            <C>                          <C>                   <C>
     CATEGORY TWO              KLUS                            $52,500                      $60,000               $22,500
                               KRESS                            56,000                       64,000                24,000
                               LANG                             32,500                       52,000                13,000


<CAPTION>
                                                          MAXIMUM STAY BONUS                   A                     B
                                                          ------------------                   -                     -
<S>                            <C>                            <C>                          <C>                   <C>
     CATEGORY THREE            HADDOW JR                       $14,769                      $31,680                $4,800
                               TABER                            13,462                       29,167                 5,000
                               LEWIS                            15,346                       33,250                 5,700
                               THOMPSON, ALAN                   13,846                       30,000                 7,200
                               GREENING                         18,462                       40,000                 4,000
                               HERMAN                           21,000                       45,500                 4,200
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                          MAXIMUM STAY BONUS                   A                     B
                                                          ------------------                   -                     -
<S>                            <C>                            <C>                          <C>                       <C>
     CATEGORY FOUR             BENGERT                         $ 6,308                      $13,667                    $0
                               FOSSUM                           10,000                       16,667                     0
                               CLARK                            22,500                       30,000                     0
                               EDWARDS                          15,200                       25,333                     0
                               HANSON                           14,800                       24,667                     0
                               VIDAL                            10,800                       18,000                     0
                               DENZINE                          10,000                       12,500                     0
                               SWENDROWSKI, MIKE                13,000                       13,000                     0
                               WILLARD                          18,375                       18,375                     0
                               CRAWFORD                         15,600                       19,500                     0
                               DEPEW                            18,750                       12,500                     0
                               COSTELLO                         16,500                       11,000                     0
                               TIERNEY                          20,975                       13,983                     0
                               SALTZMAN                          8,600                        7,167                     0
                               IWINSKI                          20,000                       13,333                     0
                               BREWER                           19,750                       13,167                     0
                               JENSEN                           15,000                       12,500                     0
                               HELM                             14,800                       12,333                     0
                               KEHOE                            17,500                       11,667                     0
                               KUENZI                           16,000                       13,333                     0
                               SUMMERS                          15,000                       12,500                     0
                               THOMPSON                         18,000                       15,000                     0
                               COCKRAM                          16,875                       11,250                     0
                               WALKER                           26,250                       17,500                     0
                               HALLOWELL                        27,500                       18,333                     0
                               KELLER                           30,375                       20,250                     0
                               WILSON                           33,250                       22,167                     0
                               AYERS                            26,250                       17,500                     0
                               SPENSKE                          32,000                       21,333                     0
                               CHANNEL                          15,000                       12,500                     0
                               MCCARTHY                         15,000                       12,500                     0
</TABLE>

<PAGE>

<TABLE>

                                                            SCHEDULE B
<CAPTION>

                               EMPLOYEE                               CHANGE OF CONTROL PAYMENT
                               --------                               -------------------------

                               <S>                                             <C>
                               CORRIVEAU                                       $120,000
                               HADDOW                                          $ 62,500
                               STAUNER                                         $ 34,300
                               LUKAS                                           $ 52,500

</TABLE>