Exhibit 10.1



     On July 25, 2005, the Human  Resources  Committee of the Board of Directors
(the "Committee")  established the short-term and long-term  incentive  programs
for the fiscal  year  beginning  May 30, 2005 for the five  executives  who will
appear as named  executive  officers in the company's 2005 proxy  statement (the
"Executives").

     The   short-term    incentive    program   was   established    under   the
stockholder-approved  Executive Incentive Plan. The Committee established target
incentives  for each  Executive  expressed as a percent of  year-beginning  base
salary. The Committee also established target financial  performance goals which
for fiscal 2006 are based on (1) profit before tax for Messrs. Rohde,  Sklarsky,
Johnson and Adams, and (2) performance related to his financial control position
objectives  for Mr.  Gehring.  Payouts  are in cash and may be more or less than
target depending on performance.

     The   long-term    incentive    program   was    established    under   the
stockholder-approved  Executive  Incentive  Plan,  with  potential  common stock
awards issuable under  stockholder-approval Stock Plans. The long-term incentive
program for fiscal 2006  compensates  participants,  including  the  Executives,
based on the  company's  ability  to  increase  earnings  per  share  above  the
threshold   level   established   by  the  Committee.   The  Committee   selects
participants,  including the Executives,  and the  participants  are eligible to
share in an award pool of 8% of the company's excess after-tax earnings, subject
to  adjustment  pursuant to the  program,  over and above a 5%  compound  annual
growth rate from a fixed five-year  average  earnings base. The amounts that are
earned under the program are issued in restricted  share  equivalent  units. The
restricted  share  equivalent  units  earned under the program vest on the fifth
fiscal  year end after  issuance,  or earlier  upon  death,  normal  retirement,
permanent  disability,   or  change  in  control;  if  an  Executive  terminates
employment,  the share  equivalent units vest 20% at the end of each fiscal year
of employment post-issuance unless the termination was for cause. The Executives
receive dividend equivalent payments on any earned restricted share equivalents.
The  Committee  established  the following  target  awards of  restricted  share
equivalent  units in the program for the  Executives for fiscal 2006: Mr. Rohde,
68,004 (subject to proration);  Mr.  Sklarsky and Mr. Johnson,  22,668 each; Mr.
Adams, 17,001; and Mr. Gehring, 11,334.

     The  Committee  also  established a fiscal 2006 award program for long-term
senior  management  incentive  program  participants,  including the Executives,
designed to provide a target award with a projected value approximately equal to
the target  restricted share equivalent  award. This equivalent award was issued
in the form of stock options on July 25, 2005 to the participants, including the
Executives,  with the  exception of the Chief  Executive  Officer.  The exercise
price of the options is the closing price of the  company's  common stock on the
date of grant.  The  equivalent  award for the Chief  Executive  Officer is in a
target amount of approximately $1,800,000 and may be earned on the same basis as
the fiscal 2006 long-term  incentive  program awards (subject to proration);  if
earned this award will be issued in restricted  share equivalent units (tracking
appreciation or depreciation in the company's stock during the restricted period
and  payable  in  cash  when  restrictions  end).  The  options  granted  to the
Executives,  which vest 40% on the last day of the first  fiscal year  following
the  grant  and 30% on each of the  next two  fiscal  year  end  dates,  were as
follows: Mr. Sklarsky, 160,000 options; Mr. Johnson, 160,000 options; Mr. Adams,
120,000 options; and Mr. Gehring, 80,000 options.