<PAGE>
involuntary termination by Cimarron without cause, or voluntary termination
by such participant with good reason. The payment is to be equal to such
participant's Participation Multiplier (as assigned to each participant
under the plan) multiplied by 15% of certain increases above $4.1 million in
the appraised equity value of Cimarron on such valuation date (as calculated
in accordance with the guidelines set forth in the plan). The aggregate of
all Participation Multipliers may not be greater than 1.0. Mr. Jackson is a
participant in such plan and has a Participation Multiplier of .846.
(3) Pursuant to the terms of the Incentive Appreciation Agreement and the
Cimarron Incentive Appreciation Plan, no payout amounts would be payable
based on the performance of Cimarron during fiscal 1993.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
- -----------------------------------------------------------------
AVERAGE 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
COMPENSATION
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$150,000 $ 36,654 $ 48,872 $ 61,090 $ 73,308 $ 85,526
175,000 43,029 57,372 71,715 86,058 100,401
200,000 49,404 65,872 82,340 98,808 115,276
225,000 55,779 74,372 92,965 111,558 130,151
275,000 68,529 91,372 114,215 137,058 159,901
325,000 81,279 108,372 135,465 162,558 189,651
375,000 94,029 125,372 156,715 188,058 219,401
425,000 106,779 142,372 177,965 213,558 249,151
475,000 119,529 159,372 199,215 239,058 278,901
525,000 132,279 176,372 220,465 264,558 308,651
- -----------------------------------------------------------------
</TABLE>
The estimated annual benefits payable at age 65 in the foregoing table are
computed on a straight-life annuity basis, although a participant can select
other methods of calculating benefits to be received under the Company's Pension
Plan and Supplemental Pension Plan. Such benefits are not subject to deduction
for Social Security or other offset amounts. The average compensation upon
which such benefits are based is the average of the participant's salary and
bonuses during the five highest-paid years within the last ten years of
employment. The applicable amounts of salaries and bonuses for the Named
Officers during the most recent fiscal year are set forth in the Summary
Compensation Table. As of September 30, 1993, Messrs. Lassiter, Bowersox,
Migura and Williams had 23, 17, 18 and 19 years of credited service,
respectively, under the Pension Plan. Mr. Jackson is not a participant in the
Company's Pension Plan and Supplemental Pension Plan.
EMPLOYMENT AGREEMENTS AND OTHER INCENTIVE PLANS
Effective as of March 15, 1991, the Company entered into employment
agreements with Messrs. Lassiter, Bowersox, Migura and Williams. Each of these
agreements provides for continuing employment of the executive in his current
position or one comparable in scope at a compensation level at least equal to
the executive's current level of compensation. Each agreement will terminate on
the date occurring three years after the Company provides notice of termination
to the executive. However, if employment is terminated by the Company for
cause, or if employment terminates as the result of the executive's death, total
and permanent disability or voluntary resignation, the executive's salary will
cease as of the end of the month in which such event occurred. If the Company
terminates the executive's employment for any other reason, the Company will be
obligated to continue to pay the salary then being paid to the executive for a
three-year period.
10
