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                                                                 EXHIBIT 10.2(s)


                           UNIVERSAL FOODS CORPORATION

                            MANAGEMENT INCENTIVE PLAN
                             FOR DIVISION PRESIDENTS

I.       THE PLAN

         The name of this Plan is the Universal Foods Corporation Management
         Incentive Plan for Division Presidents. The purpose of the Plan is to
         promote the interests of the shareholders and to provide incentive to
         the Division Presidents who contribute to the profitability of the
         Company. It is separate and distinct from other Company incentive plans
         currently in effect.

II.      DEFINITIONS

         In this Plan, the terms used will have the following definitions:

         A.       "Actual Average Assets Managed" means the twelve-month average
                  of month-end balances of key assets and liabilities subject to
                  Division control, as defined in Exhibit B, 2c.

         B.       "Actual Sales Operating Profit" means profit reported on the
                  Company's sales operating reports, as adjusted per Exhibit B,
                  2b.

         C.       "Board of Directors" means the Board of Directors of Universal
                  Foods Corporation.

         D.       "Bonus Award" means an award, either paid currently or paid on
                  a deferred basis, as the results of the operation of this
                  Plan.

         E.       "Business Unit" means a segmented profit center within a 
                  Division.

         F.       "Committee" means the committee provided for in Section Ill.

         G.       "Company" means Universal Foods Corporation.

         H.       "Division" means a business entity designated as such by the
                  Corporation normally segmented based on product line.

         I.       "Employee" means any employee regularly employed by Universal 
                  Foods Corporation or any of its subsidiaries, and paid on a 
                  salary basis.

         J.       "Fiscal Year Salary" means base pay earned during the period
                  October 1 through September 30 each Company operating year
                  exclusive of any incentive or supplemental payments by the
                  Company.

         K.       "Plan" means this Management Incentive Plan for Division 
                  Presidents.





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MANAGEMENT INCENTIVE PLAN FOR DIVISION PRESIDENTS
PAGE 2

         L.       "Targeted Average Assets Managed" means the Division average
                  assets managed objective scheduled per Exhibit C.

         M.       "Targeted Profit" means the Division profit objective 
                  scheduled per Exhibit C.


III.     COMMITTEE

         A.       The Board of Directors shall appoint a Compensation and
                  Development Committee composed of at least three
                  non-management members of the Company's Board of Directors.
                  This Committee shall be known as the "Committee" and shall
                  have full power and authority to interpret and administer the
                  Plan in accordance with the Regulations. No member of the
                  Committee shall be eligible to participate in the Plan while a
                  member of the Committee.

         B.       The Board of Directors may, from time to time, remove members
                  from the Committee or add members thereto; and vacancies on
                  the Committee, however caused, shall be filled by action of
                  the Board of Directors. The Committee shall select one of its
                  members as Chairman and shall hold its meetings at such times
                  and places as it may determine. A majority of its members
                  shall constitute a quorum. All determinations of the Committee
                  shall be made by a majority of its members. Any decision or
                  determination reduced to writing and signed by a majority of
                  the members of the Committee shall be as fully effective as if
                  it had been made at a meeting of the Committee duly called and
                  held. The members of the Committee may receive such
                  compensation for their services as the Board of Directors may
                  determine.

IV.      PLAN ADMINISTRATION

         The Committee shall have the power to adopt eligibility and other rules
         not inconsistent with the provisions of the Plan (hereinafter referred
         to as the "Regulations" and attached hereto as "Exhibit A") for the
         administration thereof and to alter, amend, or revoke any Regulations
         so adopted.





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MANAGEMENT INCENTIVE PLAN FOR DIVISION PRESIDENTS
PAGE 3




V.       PLAN PARTICIPATION

         Participation in the Plan shall be in accordance with the Regulations.

         A.       At the beginning of each fiscal year, the Chairman, President
                  and Chief Executive Officer shall submit to the Committee a
                  written list of recommended participants in the Plan for that
                  year.

         B.       Not all division presidents need to be selected as
                  participants, and selection as a participant one year does not
                  automatically ensure selection in future years.

         C.       At the end of each fiscal year the Chairman, President and
                  Chief Executive Officer shall submit to the Committee a
                  written list of recommendations as to the amount of Bonus
                  Award each participant in the Plan should receive for that
                  fiscal year.

         D.       The Committee's selection of the Employees to whom a Bonus
                  Award shall be made and its determination of the amount and
                  method of payment of each such Bonus Award shall be final.

         E.       This Plan is not a part of the Company's regular compensation
                  plan nor is it part of the employee's regular compensation.

VI.      BONUS AWARDS

         The performance measurement upon which the Bonus Award is based is
         determined in accordance with the Regulations for each fiscal year.

VII.     BONUS PROVISION

         All Bonus Awards under this Plan will be budgeted and funded within the
         operations of the specific Division in which participants are employed.





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MANAGEMENT INCENTIVE PLAN FOR DIVISION PRESIDENTS
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VIII.    CHANGE OF CONTROL OF COMPANY

         In the event of a change of control of the Company in accordance with
         an Employee's Severance Agreement and the Employee's subsequent
         termination of employment without cause by the successor entity, the
         "Change of Control Benefits" under the Employee's Severance Agreement
         in respect to this Plan shall be received as a severance payment by the
         Employee.

IX.      SUCCESSORS AND ASSIGNS

         If the Company sells, assigns or transfers all or substantially all of
         its business and assets to any person, excluding affiliates of the
         Company, or if the Company merges into or consolidates or otherwise
         combines with any person which is a continuing or successor entity,
         then the Company shall assign all of its right, title and interest in
         this Plan as of the date of such event to the person which is either
         the acquiring or successor corporation, and such person(s) shall assume
         and perform from and after the date of such assignment all of the
         terms, conditions and provisions imposed by this Plan upon the Company.

         In case of such assignment by the Company and of such assumption and
         agreement by the Company and of such person(s), all further rights as
         well as all other obligations of the Company under this Agreement
         thenceforth shall cease and terminate and thereafter the expression
         "the Company" wherever used herein shall be deemed to mean such
         person(s).

X.       PLAN AMENDMENTS

         The Board of Directors may suspend or discontinue the Plan at any time.





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EXHIBIT A REGULATIONS
DIVISION PRESIDENTS

                           UNIVERSAL FOODS CORPORATION

                            MANAGEMENT INCENTIVE PLAN
                             FOR DIVISION PRESIDENTS
                                REGULATIONS F-99


These Regulations apply to the Management Incentive Plan for Division Presidents
for the fiscal year October 1, 1998 through September 30, 1999.

1.     Participants will be notified of their selection and be provided with a
       copy of the Plan with specific provisions related to their Division and
       level of participation.

2.     An Employee may be selected as a participant after the beginning of a
       fiscal year and, if eligible, may, at the discretion of the Committee,
       receive a Bonus Award prorated to reflect duration of Plan participation.

3.     A participant may receive a Bonus Award based on prorated participation
       in more than one plan, if eligible to do so under provisions of the
       plan(s).

4.     The Bonus Award granted to individual participants shall be based upon
       achievement of defined target objectives (Formula).

5.     The Bonus Award amount may, at the sole discretion of the Chairman,
       President and Chief Executive officer, be adjusted up or down by five to
       twenty percent (5% to 20%) to recognize individual performance.

6.     The Bonus Award shall not be paid to participants who resigned or were
       discharged for cause prior to their receiving the Bonus Award unless the
       Committee decides otherwise.

7.     If an Employee ceases to be a Plan participant during the fiscal year as
       a result of death, disability, or retirement under the Company's ESOP,
       the Employee or his/her estate may, at the discretion of the Committee,
       receive a pro-rata Bonus Award based upon the number of months spent as a
       participant.

       In such cases, the Committee may, at its discretion, increase the Bonus
       Award up to, but not in excess of, the amount that would have been earned
       for a full year of participation.

8.     For the purpose of determining the appropriate Plan Award, profit changes
       due to fluctuation in currency exchange or internal hedges will not be
       considered. International business unit profit performance will be based
       upon actual vs. Budget comparisons in local currencies.

9.     Upon the recommendations of the Chairman, President and Chief Executive
       Officer, the Committee may approve special adjustments to Incentive
       Targets necessary to give consideration to unbudgeted and/or unplanned
       situations which developed after finalization of the operating budget.
       Such adjustments will be submitted for consideration only if required to
       correct major inequities.


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EXHIBIT B - PERFORMANCE MEASURES
DIVISION PRESIDENTS

                           UNIVERSAL FOODS CORPORATION

                            MANAGEMENT INCENTIVE PLAN
                             FOR DIVISION PRESIDENTS
                            PERFORMANCE MEASURES F-99


NAME                                   TITLE/DIVISION
----                                   --------------

                        MAXIMUM BONUS AWARD AS PERCENTAGE
                              OF FISCAL YEAR SALARY
                       ---------------------------------


              FORMULA                                     TOTAL
              -------                                     -----

I.     The method by which Formula Bonus Awards will be earned has been 
       designed to encourage the following:

       A.         The setting of realistic operating budgets and performance 
                  thereto.

       B.         The improvement of return on investment through maximization
                  of profits and careful utilization of corporate assets.

II.    The Formula for Bonus Awards is:

       A.         Participants will receive a formula portion of their Bonus
                  Award in accordance with the attached table.

       B.         Actual Sales Operating Profit for the Division is the profit
                  reported on the Company's sales operating reports adjusted by
                  adding back any interest expense, foreign taxes, or goodwill
                  amortization which had been charged against the reported
                  profit.

       C.         Actual Average Assets Managed will be the twelve-month average
                  of month-end balances of key assets and liabilities subject to
                  Division control consisting of accounts receivable,
                  inventories, accounts payable, accrued expenses and any other
                  assets or liabilities specifically identifiable with a
                  Division and so specified prior to the beginning of the fiscal
                  year (such as advances to suppliers, deferred farming costs,
                  etc.).

       D.         If the Actual Assets Managed for the Division during the
                  fiscal year exceed the Targeted Assets Managed, the increase
                  will be multiplied by 25% and added to the Targeted Profit as
                  a charge for the use of additional capital.

                  If the Actual Average Assets Managed for the Division during
                  the fiscal year are less than the Targeted Average Assets
                  Managed, the reduction will be multiplied by 25% and
                  subtracted from the Targeted Profit as a credit for the
                  reduction in capital utilized.



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EXHIBIT C - PERFORMANCE MEASURES-SCHEDULE
DIVISION PRESIDENTS

                           UNIVERSAL FOODS CORPORATION

                            MANAGEMENT INCENTIVE PLAN
                             FOR DIVISION PRESIDENTS
                       PERFORMANCE MEASURES-SCHEDULE F-99


                                  Division Name


            ACTUAL SALES OPERATING                         PERCENTAGE OF
           PROFIT AS A PERCENTAGE OF                          FORMULA
                TARGETED PROFIT                             AWARD EARNED























       Targeted Profit                                      $

       Targeted Average Assets Managed                      $





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                         F-99 MANAGEMENT INCENTIVE PLAN

                        REQUEST FOR JANUARY, 2000 PAYMENT

For the fiscal year ending September 30, 1999, the Company plans to date and
distribute all incentive compensation checks on or before December 15, 1999. If
you prefer to have your payment deferred until January, 2000, please complete
the attached form and return it to Richard Carney no later than December 31,
1998.

--------------------------------------------------------------------------------



TO:               RICHARD CARNEY
                  VICE PRESIDENT, HUMAN RESOURCES
                  UNIVERSAL FOODS CORPORATION
                  433 E. Michigan Street, Milwaukee, WI 53202

FROM:

DATE:  ____________________, 1998


       RE:        COMPENSATION PAYMENT DEFERRAL REQUEST


I request and agree that my incentive compensation check for the year ending
September 30, 1999 be dated and distributed in January, 2000.

X __________________________________                                         
          (Signature)

