**Exhibit10.4**

**BMCINDUSTRIES, INC.2001 MANAGEMENT INCENTIVE PLAN**

**CORPORATE PARTICIPANTS**

**1.**       **OBJECTIVE**

          Tofocus management attention on profit performance and balance sheet management.

**2.**       **GLOSSARYOF TERMS**

          **EPS**-Consolidated Earnings Per Share as reported publicly.

**          Maximum Performance**- The level of EPS justifying a “maximum”incentive award.

          **Par Performance**- The level of EPS justifying a “target”incentive award.

**          Cut-in Performance**- The level of EPS justifying a “minimum”incentive award.

          **Target Incentive**- The percent (%) of base pay when a 100%incentive award is earned.

          **Minimum Incentive**- The percent (%) of base pay when a 10%incentive award is earned.

          **Maximum Incentive**- The percent (%) of base pay when a 150%incentive award is earned.

**3.**       **ELIGIBLEPARTICIPANTS**

Key management employees.

**4.**       **2001PERFORMANCE STANDARDS**

EPS targets are subject to change by managementbased on events that were not contemplated in the 2001 budget, includinginvestments made for an acquisition, new facility or significant expansion.

**5.**       **AWARDLEVELS**

Target incentive awards are a percent (%) ofbase salary, depending on the employee’s level of responsibility.

**6.**       **ORGANIZATIONALWEIGHTING**

Corporate participants earnawards based only on Corporate performance.

**BMC Industries, Inc. - 2001Management Incentive Plan - Corporate Participants – Page 2**

**7.**       **INCENTIVEOPPORTUNITY**

Individual incentive awards will be prorated andcalculated based on the following, once the applicable thresholds have beenexceeded:

•   150% oftarget incentive is earned when reported EPS, as defined earlier, equal orexceed “maximum”.•   100% of target incentive is earned when reported EPS, asdefined earlier, equal or exceed “par”.•   10% of target incentive is earned when reported EPS, asdefined earlier, equal “cut-in”.•   No incentive will be paid when reported EPS, as definedearlier, fall below “cut-in”.

**8.**       **PAYMENTFORM**

          Cash.

 

**BMC INDUSTRIES, INC. 2001 MANAGEMENT INCENTIVE PLAN****General Provisions**

**1.**       “Base salary” in the Plan means the cumulativebase salary paid, not earned, by BMC or one of its divisions (“the Company”)during the 2001 calendar year (“the Year”), excluding all other forms ofcompensation.

**2.**       Incentive compensation payments for the Yearwill be made as soon as practicable after the review and receipt of the auditedfinancial statements for the Year.

**3.**       If a participant becomes ineligible during theYear because of a change in position, the participant will be eligible forincentive compensation only for the period of time he/she was participating inthe Plan.

**4.**       Payments will be made only to those participantswho are in the employment of the Company on the date the incentive payment ismade, with the following exceptions:

a)       Ifthe participant is a member of a division divested during 2001 and remains inthe employ of the Company through the closing date of the divestiture, he/shewill be eligible for an incentive award based on year-to-date performanceversus year-to-date performance standards. The year-to-date performance will bedetermined by applying the percent that the performance standards are of theapproved 2001 budget.

b)       Ifa participant dies during 2001, prorated incentive compensation will be paid tothe participant’s beneficiary, as designated under the Group Life InsurancePlan, or if a beneficiary is not so designated, to the duly appointed personalrepresentative of the participant’s estate.

c)       Ifa participant retires with the consent of the Company during 2001, s/he will beeligible to receive incentive compensation prorated for the duration of his/herparticipation in the 2001 Plan.

d)       Ifa participant has been given a military leave of absence and is to immediatelyenter the service of the armed forces, the participant will be eligible toreceive incentive compensation prorated for the duration of his/herparticipation in the 2001 Plan.

e)       If a participant for any reason such as illness, disability,etc., is able to work only part-time, the Chief Executive Officer willdetermine the extent to which such employee shall participate. Each case willbe handled on the basis of its own merits.

**5.**       If, during the Year, a participant moves from anincentive-eligible position to a position with a different incentive targetand/or different incentive criteria, s/he will be eligible to receive incentivecompensation prorated for his/her participation in each position.

**6.**      Participationin this Plan does not constitute or imply a guarantee of continued employment.

**BMC Industries, Inc. – 2001 Management Incentive Plan – GeneralProvisions – Page 2**

**7.**      Participationin this Plan does not constitute a warranty that a participant will participatein a future plan, and the existence of a plan during the Year is not to beconstrued as an obligation to provide any such plan in the future.

**8.**      Aparticipant whose general job performance is unsatisfactory, or whosemanagerial behavior is not in the best interest of the Company, will beterminated from the Management Incentive Plan, effective upon written notice,with no rights to a prorated award.

**9.      **The obligation of the Company, as set forth herein, shall be subject tomodification in such manner and to such extent as it deems necessary to complywith any law, regulation or governmental order pertaining to employeecompensation.