Final Approved by HR Board Committee
                                                               November 30, 1999

                                                                    EXHIBIT 10.a


                   MANAGEMENT VARIABLE COMPENSATION (MVC) PLAN
                                   FISCAL 2000


1.       PURPOSE OF PLAN

         To focus efforts on achievement of near term financial objectives which
         are critical to the success of the Company; to reward accomplishment at
         a level above competition when performance is above that of comparable
         companies; to more closely couple total compensation (salary plus
         variable) to the financial results of the enterprise.

         The Plan's payout is primarily related to achievement of annual
         Corporate and Division/Niche profit, resource utilization, and growth
         objectives.

2.       PLAN CONSTRUCTION

         The attached chart provides an overview of the plan (See attachment A).
         Details follow regarding each of the components of the plan.

3.       ELIGIBILITY AND PARTICIPATION

         *    Corporate officers
         *    Unit vice presidents
         *    Market and functional unit managers
         *    Managers, technical supervisors and key marketing or technical
              employees who meet certain minimum responsibilities for
              profitability, financial/human resource acquisition and
              allocation, balance sheet control, and/or market/technical
              direction - positions defined as beginning at SAM 15 and TE 5, or
              equivalent and above.
         *    This plan does not apply to the employees of the Aeromet
              Corporation.

         An employee must be in such a position by the November Board of
         Directors meeting in order to be eligible for the fiscal year plan
         beginning the preceding 1 October, unless otherwise authorized by the
         CEO.

         An officer may recommend that an employee, who is otherwise eligible,
         not participate but such a recommendation must be authorized by the
         CEO.

         Participants are eligible for payout in proportion to the percentage of
         the fiscal year the participant is responsible for the qualifying
         position, unless otherwise authorized by the CEO.

         Employees who transfer to a different officer's unit during the year
         are paid according to the proportion of the year spent under each plan.

         Employees who work less than full time during a year (e.g., due to a
         personal leave, but not due to illness) would earn a proportionately
         reduced payout.

         Unless authorized by the CEO, no payout will be made to employees who
         work less than 1,000 hours in the fiscal year.


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         The participant must be on MTS' payroll at the end of the fiscal year
         to qualify for a payout. Employees resigning or terminated before the
         end, regardless of cause, are not eligible unless otherwise authorized
         by the CEO

         No employment contract is implied by participation in this Plan.

4.       ESTABLISHMENT OF OBJECTIVES

         a.       The Board of Directors sets the Corporate Earnings per Share
                  (EPS), Corporate Return on Average Net Assets (ROANA), and the
                  corporate Working Capital Rate to Revenue objectives at their
                  November meeting.

         b.       ROANA, Revenue, and Working Capital Rate to Revenue objectives
                  for Division heads will be approved by the Human Resource
                  Committee of the Board of Directors at the November meeting.
                  All other objectives must be finalized by December 15.

                  Other objectives for participants below the direct reports to
                  the CEO require one over one approval levels to:

                  *  Integrate objectives into Company operating plan
                  *  Guard against conflicting objectives
                  *  Help to assure consistency in degree of difficulty

                  The CEO has the final approval over all participants other
                  than himself.

5.       CRITERIA FOR OBJECTIVES

5.a      CORPORATE LONG RANGE PLANNING

         The Corporate Profit and Growth Objectives are set by the Board based
         on the current 3- year Long Range Plan (LRP) for the period FY1999
         through 2001. Growth rates are set against 1998 actual results as the
         baseline. These are:

                  EPS:        20% compounded annual growth
                  ROANA:      21% average across the three years of the plan
                  REVENUE:    15% compounded annual growth

         For annual MVC purposes, EPS and revenue objectives are adjusted
         annually as recommended by the CEO and approved by the Board of
         Directors. All objectives include all transactions, acquisitions,
         write-offs, sales of assets, etc. unless specifically excluded by the
         Board in writing.

5.b      CORPORATE '00 MVC

         FUNDAMENTAL PHILOSOPHY IS THAT ACHIEVING THE FY00 PLAN WILL RESULT IN
         100% MVC PAYOUT.


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         For FY00 this translates to MVC corporate level objectives of:

                  EPS:                      $0.95
                  ROANA:                    16.2%
                  REVENUE:                  $391.1M
                  WORKING CAP
                  RATE TO REV:              41%
                  (Mpls-based ops)

5.c      MVC IMPLEMENTATION

         EPS:
                  EPS                    Payout
                  ---                    ------
                  $0.90                    0%
                  $0.95                  100%
                  $1.05                  200%

         ROANA:
                ROANA                    Payout
                -----                    ------
                 0.8x Base                 0%
                 Base = 16.2%            100%
                 1.2x Base               200%
                 1.4x Base               300%

         WCRR (Mpls-based operations):
                WCRR                     Payout
                ----                     ------
                42%                        0%
                41%                       100%
                39%                       200%

5.d      UNIT

         Unit financial goals (ROANA & Working Capital Rate to Revenue) are
         expressed as Corp/Division/Niche goals. Such goals are set as part of
         an integrated plan for the overall corporation.

         Approved Unit levels for FY00 are:
         Type
         ----
         CORP              Corporate
         DIV               AESD/Entertainment
         DIV               Automation
         DIV               DSPT
         DIV               MTD/Aero
         DIV               NVD
         DIV               Sensors
         DIV               Service
         DIV               Vehicles Dynamics

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5.d      UNIT(CONT.)
         Additional NICHES as approved by CEO

         Other "Non-Financial" objectives are locally established, must be
         stated in measurable terms and must not be activities (i.e. number of
         sales calls or technical society presentations).

6.       COMPETITIVE PAYOUT POTENTIAL

         The competitive payout potential, expressed as a % of the midpoint of
         the salary structure, is shown below:

<TABLE>
<CAPTION>
                     POSITION                       COMPETITIVE PAYOUT POTENTIAL %
                     --------                       ------------------------------
<S>                              <C>                <C>
         CEO                     E5                                    70%
         Exec VP, MT&S           E4                                    50%
         Vice President          E3                 25-50, depending on revenue level (profit potential)
         Vice President          E2                 25-50, depending on revenue level (profit potential)
         Vice President (Unit)   E1                 15-45, depending on revenue level (profit potential)
         Mkt Div P&L Mgrs        SAM 17-21          15-35, depending on revenue level (profit potential)
         All Other Mgmt          SAM 18-21          10-25, depending on profit impact
                                 SAM 15-17          6-20, depending on profit impact
                                 T/E 5/5S - 9/9S    6-15, depending on profit impact
</TABLE>

7.       OVERRANGING/MAXIMUM POTENTIAL PAYOUT

         The objectives are set at challenging but realistic levels that are
         used in the overall process of planning and resource allocation. This
         is not meant to be a limit to our aspirations, and performance above of
         those objectives should be rewarded as it is to the benefit of all
         stakeholders in the enterprise. Payout above the competitive payout
         potential is termed overranging.

         Two MVC mixes are possible for participants based on position and
         salary level. Exceptions must be approved by the CEO.

                  FOR THE MTS EXECUTIVE MANAGEMENT TEAM
                  Corporate Earnings per share (EPS) at 30% with 200%
                  overranging.
                  Corporate or Division ROANA at 50% with 300% overranging.
                  Mpls-based Operations Working Capital Rate to Revenue or
                  Approved Revenue for the Business Unit at 20% with 200%
                  overranging.

                  Base payout potential:  30 + 50 + 20 = 100
                  Max payout potential: (30x2) + (50x3) + (20x2) = 250

                  FOR ALL OTHER POSITIONS
                  Corporate earnings per share (EPS) at 20% with 200%
                  overranging.
                  Corporate, Division, or Niche(as applicable) ROANA at 50% with
                  300% overranging.
                  Corporate, Division, or Niche Working Capital Rate to Revenue
                  at 20% with 200% overranging.
                  Other objectives at 10% with no overranging.

                  Base payout potential: 20 + 50 + 20 + 10 = 100
                  Max payout potential: (20x2) + (50x3) + (20x2) + (10x1) = 240


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8.       RELATIONSHIP TO OTHER COMPENSATION PLANS

8.a      "NON MANAGEMENT" VARIABLE COMPENSATION PLAN (VC)

         Certain units may have a variable compensation plan for employees who
         are not eligible for the MVC, sales commissions, or other variable
         compensation plans. Payout in these VC Plans is linked directly to
         payout on the unit's MVC profit objectives. These non-management plans
         are subject to the approval of the unit vice president, corporate Human
         Resources manager and CEO.

         The following is an outline summary to which these VC plans must
         adhere. They are included in this MVC Plan for reference only.


8.a(1)   VC Competitive payout potential is 3% of the midpoint of the salary
         range in which the employee is placed at the beginning of the fiscal
         year.

8.a(2)   VC payout will normally be based on the combination of the results of
         the Corporation's earnings per share (EPS) and employee's unit vice
         president's (in some cases the unit manager's) ROANA objective(s) for
         the year. If the unit's vice president (manager)has more than one such
         objective, the payout will be based on the weighted average of the
         officer's objectives.

8.a(3)   The entire 3% VC payout potential is eligible for overranging for
         participating employees.

8.a(4)   Eligibility and participation rules for VC will be the same as those
         for MVC, where appropriate.

8.b      RETIREMENT PLAN

         The calculations for the Management Variable Compensation Plan (and VC)
         are made after deductions for retirement plans.

         Payout to a U.S. based participant in the Management Variable
         Compensation Plan (and VC) is included in the calculation of the
         Company's contribution to that employee's retirement plan.

9.       PAYOUT

         Payouts under this Plan along with VC are considered costs for the
         calculation of actual performance against objectives.

         Payouts are audited by the manager of internal audit and approved by
         the CFO. Payouts for the Executive Management Team must be approved by
         the CEO.

         Payout will be made in cash within 90 days of the end of the fiscal
         year, expected to be on or before December 31, 2000.


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