MOTOR COACH INDUSTRIES INTERNATIONAL INC
EXHIBIT 10.9
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<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>ex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
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                   MOTOR COACH INDUSTRIES INTERNATIONAL, INC.

                     CONSENT TO ACTION OF BOARD OF DIRECTORS
                                WITHOUT A MEETING

                                  May 10, 2000

         We, the undersigned, being all the members of the Board of Directors
of Motor Coach Industries International, Inc., a Delaware corporation (the
"Company"), do hereby consent, in accordance with the laws of the state of
Delaware, to the adoption of the following resolutions as resolutions of the
Board of Directors of the Company without a meeting of the Board and do
hereby vote in favor of the following resolutions:

APPROVAL OF KEY MANAGEMENT CASH INCENTIVE PLAN

         WHEREAS, the Board of Directors of the Company has determined that
it is in the best interest of the Company to approve and authorize a cash
incentive plan in order to award certain key management, sales, and sales
administration plan employees of the Company for achievement of EBITDA and
Working Capital Improvement Targets for 2000 (the "Plan").

         RESOLVED, that the Board of Directors of the Company approves and
authorizes the Plan as presented to the Board of Directors and summarized in
Exhibit A hereto.

         FURTHER RESOLVED, that the Chief Executive Officer, Chief Financial
Officer, and Vice President and Treasurer be, and each hereby is, authorized
and instructed to take any and all such actions as are necessary and proper
to implement and carry out the foregoing resolution.

         This Consent may be executed in several counterparts with the same
force and effect as if all of the members of the Board of Directors had
signed the same instrument and shall be filed with the minutes of the Company.

         Dated:  May 10, 2000

/s/ Rafael Gomez Flores                            /s/ Paul S. Levy
-------------------------------                    -----------------------------
Rafael Gomez Flores                                Paul S. Levy

/s/ Gamaliel Garcia Cortes                         /s/ Jeffrey C. Lightcap
-------------------------------                    -----------------------------
Gamaliel Garcia Cortes                             Jeffrey C. Lightcap

/s/ C. Roberto Cordaro                             /s/ Francisco J. Rodriguez
-------------------------------                    -----------------------------
C. Roberto Cordaro                                 Francisco J. Rodriguez

/s/ Dean C. Kehler
-------------------------------
Dean C. Kehler

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                                  MCII COMPANY

                       KEY MANAGEMENT CASH INCENTIVE PLAN

1.       Rewards for achievement of EBITDA ($112M) and Working Capital
         Improvement Targets (Approx. $60M)

2.       All members' rewards depend largely upon realizing MCII total Company
         EBITDA plan.

3.       Corporate executives without direct operating responsibility for any
         specific Business Unit (BU) solely depend upon meeting the MCII Company
         plan.

4.       Business Unit managers earn a bonus from BU plan achievement and from
         MCII Company plan realization.

5.       Each member has a Target % of base salary in effect at inception of
         plan. Target percentages range from 20% (sales administration,
         accounting, distribution center) to 100% (CEO, COO, CFO, VP-Marketing,
         VP-Customer Support Business). The stated target percent is applicable
         at 100% of EBITDA plan achievement. A multiplier is applicable to the
         Target % (1.0 at 100% achievement of plan); for under or over plan
         performance, the multiplier leverages incentive payout for performance
         above target (> 1.0), up to a maximum of 2.0 and provides for reduced
         payout (< 1.0) or no payout for off-target performance. See attached
         graph.

6.       In the event that a business unit makes its EBITDA plan, but the
         consolidated MCII performance falls short of the "Bonus Zone", the BU
         manager can still qualify for the portion of the bonus target
         attributable to BU performance. The amount earned from Company vs. BU
         EBITDA realization is defined by individuals as part of the plan
         document.

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         There are a few exceptions from the focus on BU EBITDA. Managers of
         the public transit business will be measured by New Jersey Transit
         milestone achievement and MCII Company performance. The Purchasing
         Group's measurement base will consist of supplier related
         performance, quantified by Purchase Price Variance and Payable
         Terms, in addition to the MCII Company plan performance.

7.       A number of sales and sales administration plan participants will be
         transitioned during the year 2000, from sales-based commissions to the
         profit-driven incentive plan.

8.       The CEO, COO, CFO, Corporate Controller, Treasurer and Business Unit
         leaders will have a portion of their bonus (up to 20%) dependent upon
         meeting working capital improvements in accordance with plan, expressed
         in terms of Receivable DSO and Inventory Turns reduction.

9.       There will be 55 bonus plan members. With the exception of the General
         Manager, key managers of the Mexican operations will be either on a
         local plan or added to this plan, after an in-depth review of local
         compensation levels and practices. At 100% EBITDA Plan achievement
         ($112M), the payout will be $3.7M company-wide, or 3.3% of the EBITDA
         plan. Relative to accomplishing the $172M combined EBITDA and working
         capital targets, the incentives at 100% plan realization amount to
         2.2%.
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