Form of Long-Term Incentive Performance Award Letter



 Exhibit 10.21 
  
 Date 
  
 Name 
 Address 
 City, State, ZIP 
  

	 Re:
	 Long-Term Incentive Performance Award - Targets for 3-Year Period Ending May 2        



  
 Dear
                    : 
  
 The Compensation Committee of the Board of Directors granted to you a Performance Award under the Company’s Long Term Incentive Program on the terms
described below. The Performance Award is designed to provide incentive payouts to certain senior managers based on the attainment of stated financial performance targets over a three-year period. 
  
 In an effort to focus on both the quantity and quality of earnings, the
Performance Awards incorporate both an EPS and EVA component. For corporate officers, 50% of the possible award is allocated to EPS targets and 50% to EVA targets. For business unit executives, the Performance Award is structured a little
differently; 50% of the possible award is allocated to the same corporate EPS and EVA targets as the corporate officers and 50% is allocated to business unit operating income targets. 
  
 Your Target Award for the three year performance period ending
May             is $                    . The specific performance targets,
and the allocation of the Target Award, is set forth below: 
  

							
	 EPS Targets
	  	EPS

	  	Award


	 Threshold
	  	$	_____	  	$	_____
	 Target
	  	$	_____	  	$	_____
	 Maximum
	  	$	_____	  	$	_____
			
	 EVA Targets
	  	 

	Cum EVA

	  	 	 
	 Threshold
	  	$	_____	  	$	_____
	 Target
	  	$	_____	  	$	_____
	 Maximum
	  	$	_____	  	$	_____
			
	 Business Unit OI Targets
	  	 

	OI

	  	 	 
	 Threshold
	  	$	_____	  	$	_____
	 Target
	  	$	_____	  	$	_____
	 Maximum
	  	$	_____	  	$	_____

  
 Performance falling
between threshold and maximum will be pro rated on a linear basis. 
  
 No payments will be made if performance falls below threshold. Each of the performance measures is free standing so that you will be able to earn a payout based upon the achievement of one measure, even if the threshold performance level is
not achieved in the other measure. 
  
 Calculation of the Company
results and attainment of performance measures will be made solely by the Compensation Committee based upon the Company’s audited financial statements. The Compensation Committee has the right to make changes and adjustments in calculating the
performance measures to take into account unusual or non-recurring events, including, without limitation, changes in tax and accounting rules and regulations; 










 
extraordinary gains and losses; mergers and acquisitions and purchases or sales of substantial assets; provided that, if Section 162(m) would be applicable
to the pay-out of the Awards hereunder, any such change or adjustment must be permissible under Section 162(m). 
  
 The determination of the attainment of performance objectives and the amount of the Awards payable will generally be finalized at the Board of Directors and/or Compensation Committee Meeting
immediately following the end of the three-year award period. Payments will then be made within a reasonable time after finalization by the Committee, unless there is a need for a delay. 
  
 Unless the Committee elects a different form of pay-out, payments will be made 50% in cash and 50% in Company stock, based
upon the then current share price at the time of pay-out. The Committee may adopt provisions permitting the deferral of a portion or all of the payout into a Deferred Compensation Plan, provided that a timely deferral election is made. The Company
may require payment of, or may withhold from payments, amounts necessary to meet any federal, state or local tax withholding requirements. 
  
 In general, termination of employment terminates Awards. Termination for reasons of death, disability or retirement will result in a pro rata pay-out for
performance periods ending within 24 months after termination based on the number of months of employment completed by the Participant during the performance period before the effective date of Termination. No payout will be made for performance
periods ending more than 24 months after termination. Termination for any other reason will result in the loss of all claims on Awards from the Plan. 
  
 The provisions of the Long-Term Incentive Plan are incorporated herein by reference and a copy is available at your request. 
  
 If you have any questions about the Awards, please direct them to
                                . 
  
 Very truly yours,