Exhibit 10.1



 




Exhibit 10.1



2002 ANNUAL INCENTIVE PLAN (AIP)



WHO PARTICIPATES:

Key executives designated by the Chairman of the Board based on qualifying
factors established by the Organization and Compensation Committee (the
Committee) of the Board of Directors.


FUNDING THE AIP:

The company must achieve a minimum of (minimum amount) EPS for any funding of
AIP awards, regardless of any other financial or non-financial results or
individual performance. EPS must exceed (amount) for financial metric payments
above target to occur.


WHAT IS MEASURED — THE AIP COMPONENTS:

There are three financial measurements, as well as the individual performance
evaluation, which comprise the 2002 AIP award opportunity. The financial
metrics have been selected because they directly align with the company’s
overall goals and objectives:



	 	- Net Earnings

- Sales Growth

- Net Working Capital



The individual performance evaluation is linked to the achievement of your
goals and objectives, as well as competency development, established and
measured through the Performance Success management process.


INDIVIDUAL AIP AWARD DETERMINATION:

Individual incentive awards are determined by adding the percentages earned
based on the level of achievement for financial measurements and your
individual performance evaluation. A pro rata incentive award percentage is
calculated for gradations between achievement levels for financial results.
The sum of the percentages is multiplied by your annual base pay as of December
27, 2002 to arrive at your award amount. For participants with an individual
performance rating of “Needs Improvement”, the total incentive award (financial
results and individual performance) may be reduced by up to 100%. In addition,
awards for company financial performance may be reduced based on business unit
performance below target.


AIP ADMINISTRATION GUIDELINES:

The Committee administers the AIP on behalf of the company. This responsibility
includes interpretation of the plan and the sole and absolute discretion to
establish plan provisions, performance measures, performance targets, specific
award levels and participation eligibility. All Committee interpretations,
determinations, and actions will be final, conclusive and binding on all
participants. The Committee has authorized the Chairman of the Board as its
designee in matters of annual plan administration upon its approval of
performance measures and targets.


AIP TERMS AND CONDITIONS:



	 	1.	 	All financial results will be measured on an “as reported” basis
with no adjustment for any effect of currency fluctuations.
	 
	 	2.	 	The Chairman of the Board or his designee will adjust financial
measurements and/or calculations as appropriate for mergers,
acquisitions, divestitures and/or other one-time or special qualifying
events identified as an exception.
	 
	 	3.	 	To be eligible for an AIP award, a participant must be in active
pay status continuously through the last company-scheduled workday of
the year. Partial payments may be considered, at the full discretion
of the Committee or its designee, for retirees as defined by the
company’s retirement plan, who leave before the end of the plan year.
	 
	 	4.	 	The Committee or its designee may determine in its sole and
absolute discretion, the status and incentive award level for any
participant whose responsibilities are changed, and of any key employee
who becomes eligible to participate in the plan after the beginning of
the performance period.
	 
	 	5.	 	AIP awards are payable either in cash or stock at the Committee’s
discretion.
	 
	 	6.	 	The Committee at any time and from time to time may terminate,
suspend, modify or amend the plan. Nothing in this plan or any award
granted shall confer on a participant any right to continue in the
employ of the company or interfere in any way with the right of the
company to terminate any employment.
	 
	 	7.	 	Achievement of financial metrics as publicly reported does not
guarantee payments under the plan. Accrual funding for payment
purposes occurs only after financial metrics are achieved.