<PAGE>

                                                                   Exhibit 10(a)

                            ALBERTO-CULVER COMPANY

                           MANAGEMENT INCENTIVE PLAN

               (as amended and restated through October 1, 1998)


1.   Establishment. Alberto-Culver Company and its subsidiaries hereby establish
     the Management Incentive Plan ("MIP") for key salaried employees of the
     Company. The MIP provides for annual awards to be made to Participants
     based upon financial performance and achievement of Individual Bonus
     Objectives. This MIP is established as an unfunded, non-qualified incentive
     compensation plan intended for the benefit of employees who are among a
     select group of management and/or highly compensated participants. Nothing
     contained in this MIP and no action taken pursuant to the provisions of
     this MIP shall create or be construed to create a trust of any kind, or a
     fiduciary relationship between the Company and the Participant, his
     designated beneficiary or any other person. Any funds which may be invested
     under the provisions of this MIP shall continue for all purposes to be a
     part of the general assets of the Company and no person other than the
     Company shall by virtue of the provisions of this MIP have any interest in
     such funds. To the extent that any person acquires a right to receive
     payments from the Company under this MIP, such right shall be no greater
     than the right of any unsecured general creditor of the Company.

2.   Purpose. The purpose of the MIP is to attract and retain in the employ of
     the Company persons possessing outstanding management skills and competence
     who will contribute substantially to the success of the Company. The MIP is
     intended to provide incentives to such persons to exert their maximum
     efforts on behalf of the Company by rewarding them with additional
     compensation when the Company or Profit Center and/or the Participant have
     achieved the financial performance and Individual Business Objectives,
     respectively, provided for in the MIP.

3.   Effective Date and Performance Periods. The effective date of the amended
     and restated MIP is October 1, 1998, subject to stockholder approval. The
     Plan Year shall be the 12 consecutive-month period ending September 30 of
     each year. The MIP will continue in effect until and unless terminated by
     the Board of Directors.

4.   Definitions. The definition of key terms are as follows:

     a.   "Base Salary" means the base salary, as set by the Company, paid to
          the Participant during the Plan Year, exclusive of any amounts payable
          under bonus and incentive plans, severance plans, option plans, and
          any other benefit or welfare plan of the Company now or hereafter
          existing.
<PAGE>

                                                                   Exhibit 10(a)

     b.   "Bonus Award Opportunity" means 200% of Base Salary.

     c.   "Change in Control" shall have the meaning set forth in Section
          14.d.1.

     d.   "Committee" means the Compensation Committee of the Board of Directors
          of the Company or, if any member of the Compensation Committee is not
          (i) an "outside director" within the meaning of Section 162(m) of the
          Internal Revenue Code of 1986 and the rules and regulations thereunder
          or (ii) a "non-employee director" within the meaning of Section 16 of
          the Securities Exchange Act of 1934 and the rules and regulations
          thereunder, the Committee shall set up a subcommittee comprised solely
          of outside directors and non-employee directors for purposes of all
          matters arising under this MIP involving "Executive Officers" within
          the meaning of Item 401(b) of Regulation S-K ("Executive Officer") and
          Covered Employees as defined herein.

     e.   "Company" means Alberto-Culver Company or a Subsidiary.

     f.   "Covered Employee" means a Participant who is a "covered employee"
          within the meaning of Section 162(m) of the Internal Revenue Code of
          1986 and the rules and regulations thereunder during the Plan Year at
          issue.

     g.   "Employee" means any person, including an officer or director, who is
          employed on a permanent basis by, and receives a regular salary from,
          the Company.

     h.   "Exempt Person" and "Exempt Persons" shall have the meaning set forth
          in Section 14.d.2.

     i.   "Incumbent Board" shall have the meaning set forth in Section 14.d.3.

     j.   "Individual Business Objectives" means the objectives as set forth in
          a letter of recommendation prepared by the Participant and agreed upon
          by (i) the Chairman, any Vice Chairman or the President of the
          Company, (ii) the President of Alberto-Culver International, Inc.,
          Alberto-Culver USA, Inc. or Sally Beauty Company, Inc. or (iii) the
          Committee.

     k.   "Participant" means any Employee of the Company who has been selected
          to participate in the MIP.

     l.   "Plan Year" shall be the Company's fiscal year for financial reporting
          purposes (i.e., the 12 consecutive-month period ended September 30).

     m.   "Profit Center" means a division or Subsidiary of the Company which is
          responsible for preparing and submitting annual sales and pre-tax
          profit (loss)

                                       2
<PAGE>

                                                                   Exhibit 10(a)

          objectives.

     n.   "Subsidiary" means any corporation in which the Company owns (directly
          or indirectly) 50% or more of the outstanding stock entitled to vote
          for directors.

5.   Eligibility. Participation in the MIP is limited to key salaried Employees
     of the Company and its Subsidiaries. Each Plan Year, the Committee shall
     designate those eligible Employees who will participate in the MIP during
     that Plan Year. In the event an employee who would be eligible to
     participate in the MIP is hired after the beginning of the Plan Year, the
     Committee may, but need not, designate such employee as a Participant for
     such Plan Year; provided, however, that no employee shall be eligible to
     participate in the MIP for any Plan Year in which he or she was employed
     with the Company for less than four months. In the event a new employee is
     designated as a Participant, the Committee shall notify the new Participant
     of his or her financial performance award opportunities and his or her
     Individual Business Objectives on which any cash award will be based. The
     Committee shall make such adjustments to the new Participant's actual cash
     award as the Committee deems necessary or appropriate to take into account
     the fact that such Participant was not employed for the entire Plan Year.

6.   Award Opportunities. Actual awards can range from 0% to 100% of the Bonus
     Award Opportunity (a maximum of 200% of Base Salary or $4.0 million,
     whichever is less) based on actual performance compared to the performance
     objectives established for the Plan Year. The total Bonus Award Opportunity
     will relate to the financial performance of the Company, one or more Profit
     Centers, or Individual Business Objectives or any combination thereof.
     Notwithstanding anything to the contrary hereinabove set forth in this
     Section 6 or in Section 8 or 9 of the MIP, but subject in all respects to
     Sections 7 and 14 of the MIP, any Bonus Award Opportunity and the amount of
     any annual award, other than a Change in Control Award (as such term is
     defined in Section 14.b of the MIP), payable to any Participant other than
     a Covered Employee may be increased or decreased as the Committee, in its
     sole discretion, shall determine based on such factors and circumstances as
     the Committee shall deem appropriate, provided, however, that no such
     increase or decrease of a Participant's award shall be greater than 25% of
     such Participant's Base Salary.

7.   Maximum Award Payable. The maximum award payable under the MIP to a single
     Participant may not exceed the lesser of $4.0 million or 200% of such
     Participant's Base Salary per fiscal year of the Company.

8.   Financial Performance Award Opportunities. Each Participant will be
     assigned financial performance award opportunities for the Company and/or
     the Profit Center for the Plan Year. Financial performance award
     opportunities will be based upon sales, pre-tax earnings, and, except for
     Covered Employees, any other measurements the Committee

                                       3
<PAGE>

                                                                   Exhibit 10(a)

     shall deem appropriate.

     Each Participant will be notified in writing ("Participant Letter") of his
     or her Bonus Award Opportunity, the Participant's financial performance
     opportunities set for the Company and/or his or her Profit Center, if
     applicable, and the portion of his or her Bonus Award Opportunity allocated
     to the Participant's Individual Business Objectives, if any. The
     Participant Letter will specify the percentage of the Bonus Award
     Opportunity that will be earned based upon the extent to which such
     objectives are achieved, subject to adjustment pursuant to Section 6.

     At the end of each Plan Year, the Committee shall certify the awards that
     have been attained by each Participant. Except as otherwise provided in
     Section 14 hereof, no award may be payable to a Participant prior to such
     certification.

     The Committee shall have the sole authority to set all financial
     performance opportunities and to modify such financial performance
     opportunities during the Plan Year as deemed appropriate; provided,
     however, that the Committee may not modify the performance objectives
     during a Plan Year to increase the award payable to a Covered Employee.

9.   Individual Business Objectives. Except for Covered Employees, the
     Committee, at its sole discretion, may allocate a portion of a
     Participant's Bonus Award Opportunity for the Plan Year to the
     Participant's Individual Business Objectives. Subject to Section 7, awards
     for the achievement of these objectives can range from 0% to 150% of the
     Bonus Award Opportunity assigned thereto. The Committee shall determine the
     actual level of performance achieved by Participants for their Individual
     Business Objectives.

10.  Administration--Powers and Duties of the Committee.

     a.   Administration. The Committee shall be responsible for the
     administration of the MIP. The Committee, by majority action, is authorized
     to interpret the MIP, to prescribe, amend, and rescind rules and
     regulations relating to the MIP, to provide for conditions and assurances
     deemed necessary or advisable to protect the interest of the Company and to
     make all other determinations necessary or advisable for the administration
     of the MIP. Determinations, interpretations, or other actions made or taken
     by the Committee pursuant to the provisions of the MIP shall be final and
     binding and conclusive for all purposes and upon all persons whomsoever. No
     member of the Committee shall be liable for any action or determination
     made in good faith with respect to the MIP or any annual award made
     hereunder.

     b.   Amendment, Modification, and Termination of MIP. The Board of
     Directors or the Committee may at any time terminate, and from time to time
     may amend or modify the MIP, except that no amendment by the Committee
     shall increase the amount of an

                                       4
<PAGE>

                                                                   Exhibit 10(a)

     annual award payable to a Covered Employee for performance achieved during
     the Plan Year of such amendment or any previous Plan Year or allow a member
     of the Committee to be a Participant. Termination of the MIP shall not be
     effective with respect to the Plan Year in which it occurs.

11.  Payment of Annual Award.

     a.   Payment of Award. The Company shall pay the annual award to the
     Participant after the award has been determined and certified by the
     Committee, but no later than December 15th of each year.

     b.   Changes in Employment Status. Except as set forth in the following
     sentence, if a Participant's employment terminates during a Plan Year or
     after the end of the Plan Year, but prior to the payment of the annual
     award, no award will be payable for that Plan Year. If the Participant's
     employment terminates during the Plan Year or after the end of the Plan
     Year but prior to the payment of the annual award due to death, disability
     or retirement, the Committee shall have the sole authority and discretion
     to award a Participant (or his or her beneficiary) a portion of the annual
     award that would otherwise be payable with respect to that Plan Year.

     c.   Deferral of Award. A Participant may, in writing filed with the
     Committee within 30 days following the receipt of his or her Participant
     Letter (but in no event later than December 15, of the applicable Plan
     Year), elect to defer payment of all or a portion of his or her annual cash
     award so that it shall be paid in not more than ten equal annual
     installments commencing the January 15th, or such other date selected by
     the Participant and approved by the Committee, following his or her (i)
     retirement or termination of employment with the Company or (ii) attainment
     of the age specified by the Participant. Any election to defer until the
     attainment of a specified age shall have a payment commencement date no
     sooner than three years from the date of the applicable Participant Letter.
     Such election to defer shall designate the number of annual installments
     and the timing of such installments and shall, except as provided below, be
     irrevocable. If such election fails to specify a time for payment, such
     payment shall be paid in a lump sum on the January 15th following the
     Participant's retirement or termination of employment with the Company. The
     deferral of any annual award shall not be less than $10,000, which amount
     may be changed by the Committee from time to time in its sole discretion.

     The Participant may request to receive an early distribution of all or a
     portion of any amounts deferred hereunder. A single-sum payment will be
     paid to Participants who request such distribution. An early distribution
     paid to a Participant shall cause the Participant to forfeit all right,
     title or claim to an amount equal to 10% of such early distribution. Such
     10% penalty shall first reduce the remaining balance of the amounts
     deferred hereunder immediately following the early distribution and then
     shall reduce the

                                       5
<PAGE>

                                                                   Exhibit 10(a)

     early distribution payable to the Participant.

     Notwithstanding the preceding paragraph, any request for an early
     distribution on account of an "unforeseeable emergency" shall not bear the
     10% early distribution penalty. For purposes of this Section 11(c), an
     unforeseeable emergency is a severe financial hardship to the Participant
     resulting from a sudden and unexpected illness or accident of the
     Participant or of a dependent (as defined in Section 152(a) of the Internal
     Revenue Code) of the Participant, loss of the Participant's property due to
     casualty, or other similar extraordinary and unforeseeable circumstances
     beyond the control of the Participant. The determination of whether a
     request for an early distribution is on account of an unforeseeable
     emergency shall be made by the sole discretion of the Committee, who shall
     apply the standards of Section 457 of the Internal Revenue Code.

     Any early distribution on account of an unforeseeable emergency may not be
     made to the extent such hardship is or may be relieved by (i) reimbursement
     or compensation by insurance or otherwise, (ii) liquidation of the
     Participant's assets, to the extent the liquidation of such assets would
     not itself cause severe financial hardship, (iii) obtaining a loan either
     within the provisions of any benefit plan of the Company or its
     subsidiaries or from a third party lender or (iv) cessation of deferrals
     under the MIP. Early distributions because of an unforeseeable emergency
     will only be permitted to the extent reasonably needed to satisfy the
     emergency need in addition to any amounts necessary to pay any federal,
     state or local income taxes reasonably anticipated to result from the early
     distribution.

     d.   Interest Payable on Deferred Payments. Any annual award to which a
     Participant shall have elected deferred payment hereunder shall bear
     interest, compounded annually, at the prime rate of interest as such rate
     is set, from time to time, by the First National Bank of Chicago or its
     successor, but in no event shall such rate exceed 10%. A separate
     accounting shall be maintained for each Participant with respect to the
     deferred payments hereunder.

     e.   Investment in Alberto-Culver Company Stock. As an additional
     alternative to lump sum cash payment, a Participant may elect, within 30
     days following the receipt of his or her Participant Letter (but in no
     event later than December 15, of the applicable Plan Year), to receive all
     or a portion of his or her annual award, less withholding taxes, in
     Alberto-Culver Company Class A Common Stock, but this shall not constitute
     a deferred payment for purposes of this MIP. Awards payable, in whole or in
     part, in Class A Common Stock shall be the number of shares of Class A
     Common Stock that a Participant could have purchased based upon the closing
     price of such shares on the last trading day of the applicable fiscal year.

12.  Beneficiary. If a Participant dies before receiving the annual award and/or
     any

                                       6
<PAGE>

                                                                   Exhibit 10(a)

     previously deferred awards to which he or she is entitled to under the MIP,
     such awards shall be paid to such person whom the Participant has
     designated by an instrument in writing, and in a form acceptable to the
     Board of Directors, executed by the Participant and delivered to the Board
     of Directors in care of the Secretary of the Company during the
     Participant's lifetime. Such designation may be revoked or modified by the
     Participant from time to time by an instrument in writing in a form
     acceptable to the Board of Directors, executed by the Participant and
     delivered to the Board of Directors in care of the Secretary of the Company
     during the Participant's lifetime. If no such designation is delivered to
     the Board of Directors, or if no such designated beneficiary is then
     living, the annual award shall be paid to the surviving spouse of the
     Participant, or in the event there is no such surviving spouse, to the
     estate of the Participant.

13.  Withholding Payroll Taxes. To the extent required by the laws in effect at
     the time payments are made or earned, the Company shall withhold from the
     annual cash, stock or deferred award made hereunder an amount necessary to
     satisfy any taxes required to be withheld for federal, state, or local
     governmental purposes.

14.  Change in Control.

     a.   Application. Notwithstanding any other provision of the Plan, the
     provisions of this Section 14 shall apply on and after the date that a
     Change in Control (as defined in Section 14.d.1.) occurs. Any award payable
     to a Participant pursuant to this Section 14 for a Plan Year shall be in
     lieu of any award otherwise payable under the Plan.

     b.   Determination of Awards. Upon the occurrence of a Change in Control,
     each Participant shall be eligible to receive an award (a "Change in
     Control Award") equal to an amount calculated by multiplying (i) the bonus
     award percentage obtained by taking (a) the financial performance of the
     Company or Profit Center, as the case may be, from the start of the
     applicable fiscal year to the date of the Change in Control (or, in the
     case of the date of the Change in Control not being as of a month end, to
     the end of the month immediately preceding the date of the Change in
     Control) and comparing it to the performance during the same period in the
     preceding fiscal year and assuming such financial performance (increases or
     decreases in sales and pre-tax earnings or other relevant measurements) has
     been achieved for the full fiscal year plus (b) the achievement of 100% of
     the Participant's Individual Business Objectives, if any, for such Plan
     Year by (ii) the Base Salary of the Participant up to and including the
     date of the Change in Control. The amount of any such Change in Control
     Award shall not be subject to revision or adjustment.

     c.   Payment of Awards.

          1.   Payment. Notwithstanding anything in this Plan to the contrary,
          each

                                       7
<PAGE>

                                                                   Exhibit 10(a)

          Participant (or Beneficiary thereof) shall be paid the Change in
          Control Award, determined pursuant to Section 14.b., no later than 30
          days after the date of the occurrence of the Change in Control (the
          "Payment Date"), in the form of a single lump sum cash payment. Such
          award shall not be subject to forfeiture for any reason.

          2.   Interest on Late Payment. If any amount to be paid to a
          Participant (or Beneficiary thereof) pursuant to Section 14.c.1. is
          not paid in full by the Payment Date, then the Company shall also pay
          to that Participant (or Beneficiary) interest on the unpaid amount for
          the period beginning on the Payment Date and ending on the date that
          the amount is paid in full. The amount of interest to be paid to a
          Participant (or Beneficiary thereof) pursuant to this Section 14.c.2.
          shall be computed using an annual rate equal to two percent above the
          prime rate from time to time in effect, as published under "Money
          Rates" in The Wall Street Journal, but in no event higher than the
          maximum legal rate permissible under applicable law. Payments received
          by a Participant (or Beneficiary thereof) under the Plan shall be
          credited first against accrued interest until all accrued interest is
          paid in full before any such payment is credited against the amount
          payable pursuant to Section 14.c.1.

     d.   Definitions.

          1.   The term "Change in Control" means:

               A.   The occurrence of any one or more of the following events:

                    (i)  The acquisition by any individual, entity or group (a
                    "Person"), including any "person" within the meaning of
                    Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
                    of 1934, as amended (the "Exchange Act"), of beneficial
                    ownership within the meaning of Rule 13d-3 promulgated under
                    the Exchange Act of both (x) 20% or more of the combined
                    voting power of the then outstanding securities of the
                    Company entitled to vote generally in the election of
                    directors (the "Outstanding Company Voting Securities") and
                    (y) combined voting power of Outstanding Company Voting
                    Securities in excess of the combined voting power of the
                    Outstanding Company Voting Securities held by the Exempt
                    Persons (as such term is defined in Section 14.d.2.);
                    provided, however, that a Change in Control shall not result
                    from an acquisition of Company Voting Securities:

                         (a)  directly from the Company, except as otherwise

                                       8
<PAGE>

                                                                   Exhibit 10(a)

                         provided in Section 14.d.1.B(i);

                         (b)  by the Company, except as otherwise provided in
                         Section 14.d.1.B(ii);

                         (c)  by an Exempt Person;

                         (d)  by an employee benefit plan (or related trust)
                         sponsored or maintained by the Company or any
                         corporation controlled by the Company; or

                         (e)  by any corporation pursuant to a reorganization,
                         merger or consolidation involving the Company, if,
                         immediately after such reorganization, merger or
                         consolidation, each of the conditions described in
                         clauses (a) and (b) of Section 14.d.1.A(iii) shall be
                         satisfied.

                    (ii)  The cessation for any reason of the members of the
                    Incumbent Board (as such term is defined below) to
                    constitute at least a majority of the Board of Directors.

                    (iii)  Approval by the stockholders of the Company of a
                    reorganization, merger or consolidation unless, in any such
                    case, immediately after such reorganization, merger or
                    consolidation:

                         (a)  more than 60% of the combined voting power of the
                         then outstanding securities of the corporation
                         resulting from such reorganization, merger or
                         consolidation entitled to vote generally in the
                         election of directors is then beneficially owned,
                         directly or indirectly, by all or substantially all of
                         the individuals or entities who were the beneficial
                         owners of the combined voting power of all of the
                         Outstanding Company Voting Securities immediately prior
                         to such reorganization, merger or consolidation; and

                         (b)  at least a majority of the members of the board of
                         directors of the corporation resulting from such
                         reorganization, merger or consolidation were members of
                         the Incumbent Board at the time of the execution of the
                         initial agreement or action of the Board of Directors
                         providing for such reorganization, merger or
                         consolidation.

                    (iv)  Approval by the stockholders of the Company of the
                    sale or other disposition of all or substantially all of the
                    assets of the Company other than (x) pursuant to a tax-free
                    spin-off of a

                                       9
<PAGE>

                                                                   Exhibit 10(a)

                    subsidiary or other business unit of the Company or (y) to a
                    corporation with respect to which, immediately after such
                    sale or other disposition:

                         (a)  more than 60% of the combined voting power of the
                         then outstanding securities thereof entitled to vote
                         generally in the election of directors is then
                         beneficially owned, directly or indirectly, by all or
                         substantially all of the individuals and entities who
                         were the beneficial owners of the combined voting power
                         of all of the Outstanding Company Voting Securities
                         immediately prior to such sale or other disposition;
                         and

                         (b)  at least a majority of the members of the board of
                         directors thereof were members of the Incumbent Board
                         at the time of the execution of the initial agreement
                         or action of the Board of Directors providing for such
                         sale or other disposition.

                    (v)  Approval by the stockholders of the Company of a plan
                    of complete liquidation or dissolution of the Company.

               B.   Notwithstanding the provisions of Section 14.d.1.A(i):

                    (i)  no acquisition of Company Voting Securities shall be
                    subject to the exception from the definition of Change in
                    Control contained in clause (a) of Section 14.d.1.A(i) if
                    such acquisition results from the exercise of an exercise,
                    conversion or exchange privilege unless the security being
                    so exercised, converted or exchanged was acquired directly
                    from the Company; and

                    (ii)  for purposes of clause (b) of Section 14.d.1.A(i), if
                    any Person (other than the Company, an Exempt Person or any
                    employee benefit plan (or related trust) sponsored or
                    maintained by the Company or any corporation controlled by
                    the Company) shall, by reason of an acquisition of Company
                    Voting Securities by the Company, become the beneficial
                    owner of (x) 20% or more of the combined voting power of the
                    Outstanding Company Voting Securities and (y) combined
                    voting power of Outstanding Company Voting Securities in
                    excess of the combined voting power of the Outstanding
                    Company Voting Securities held by the Exempt Persons, and
                    such Person shall, after such acquisition of Company Voting
                    Securities by the Company, become the beneficial owner of
                    any additional Outstanding Company Voting

                                       10
<PAGE>

                                                                   Exhibit 10(a)

                    Securities and such beneficial ownership is publicly
                    announced, such additional beneficial ownership shall
                    constitute a Change in Control.

               2.  The term "Exempt Person" (and collectively, the "Exempt
               Persons") means:

                    A.  Leonard H. Lavin or Bernice E. Lavin;

                    B.  any descendant of Leonard H. Lavin and Bernice E. Lavin
                    or the spouse of any such descendant;

                    C.  the estate of any of the persons described in Section
                    14.d.2.A. or B.;

                    D.  any trust or similar arrangement for the benefit of any
                    person described in Section 14.d.2.A. or B.; or

                    E.  the Lavin Family Foundation or any other charitable
                    organization established by any person described in Section
                    14.d.2.A. or B.

               3.   The term "Incumbent Board" means those individuals who, as
               of October 24, 1996, constitute the Board of Directors, provided
               that:

                    A.  any individual who becomes a director of the Company
                    subsequent to such date whose election, or nomination for
                    election by the Company's stockholders, was approved either
                    by the vote of at least a majority of the directors then
                    comprising the Incumbent Board or by the vote of at least a
                    majority of the combined voting power of the Outstanding
                    Company Voting Securities held by the Exempt Persons shall
                    be deemed to have been a member of the Incumbent Board; and

                    B.  no individual who was initially elected as a director of
                    the Company as a result of an actual or threatened election
                    contest, as such terms are used in Rule 14a-11 of Regulation
                    14A promulgated under the Exchange Act, or any other actual
                    or threatened solicitation of proxies or consents by or on
                    behalf of any Person other than the Board of Directors or
                    the Exempt Persons shall be deemed to have been a member of
                    the Incumbent Board.

15.  No Employment Rights. Nothing in this MIP shall interfere with or limit in
     any way the right of the Company to terminate any Participant's employment
     at any time for any

                                       11
<PAGE>

                                                                   Exhibit 10(a)

     reason, or confer upon any Participant any right to continue in the employ
     of the Company or its Subsidiaries.

16.  Non-Assignability. Except as provided herein upon the death of a
     Participant, no right or interest of a Participant in any annual award
     shall be (a) assignable or transferable in whole or in part, either
     directly or by operation of law or otherwise; (b) subject to any obligation
     or liability of any person; or (c) subject to seizure or assignment or
     transfer through execution, levy, garnishment, attachment, pledge,
     bankruptcy, or in any other manner.

17.  Stockholder Adoption. The MIP was approved and adopted at the annual
     meeting of stockholders held on January 26, 1995. The MIP shall be
     submitted to the stockholders of the Company for their re-approval and re-
     adoption at the annual meeting of stockholders to be held on January 28,
     1999, or any adjournment thereof. No award shall be payable hereunder for
     grants made on or after October 1, 1998 unless and until the MIP has been
     so re-approved and re-adopted. Thereafter, the MIP shall be submitted to
     stockholders for re-approval no less often than every five years.

                                       12