**Exhibit 10(o)**

**BERGER HOLDINGS, LTD.**

1990 EMPLOYEE STOCK OPTION PLAN

          There is hereby established the Berger Holdings, Ltd. 1990 Employee Stock OptionPlan (the “Plan”).  The Plan provides for the grant to certain employees of Berger Holdings, Ltd. and its subsidiaries (the “Company”) of options (“Options”) to purchase shares of Berger’s Common Stock, $.01par value per share (“Common Stock”), and for the issuance, transfer or sale of such shares upon the exercise of Options.

**          1.     Purpose**.  The purpose of the Plan is to retain in the employ of the Company those who have contributed to theCompany’s turnaround and to encourage their sense of proprietorship in the Company through participation in the distribution of 66,666 shares of Common Stock repurchased by the Company from Meridian Bank.

**          2.     Administration of the Plan**.  The Plan shall be administered under the supervision of a committee (the“Committee”) consisting of the Chairman and the President.  In addition to the discretionary authority of the Committee set forth herein, the Committee is authorized to establish such rules and regulations for the properadministration of the Plan as it may deem advisable and not inconsistent with provisions of the Plan.  Unless otherwise determined by the Committee, all questions arising under the Plan or under any rule or regulation with respect to the Planadopted by the Committee, whether such questions involve an interpretation of the Plan or otherwise, shall be decided by the Committee, and its decisions shall be conclusive and binding in all cases.

**          3.     Eligibility**.  Options shall be granted only to persons who, on December 30, 1990 (the “Granting Date”),were employees of the Company or its subsidiaries.  A person to whom an Option is granted hereunder is hereinafter sometimes referred to as an “optionee.”  Attached as Annex I hereto is a list of the employees who are to begranted Options under the Plan and the initial number of shares subject to each Option.

          **4.     CommonStock Reserved for Issuance**.  The aggregate number of shares of Common Stock reserved for issuance upon the exercise of Options granted under the Plan shall be 66,666 shares, subject to adjustment as provided in Section 5(d)hereof.  If any Option granted under the Plan shall expire, terminate or be cancelled for any reason without having been exercised in full, the corresponding number of unpurchased shares shall not be available again for the purposes of thePlan; provided, however, that unexercised Options which become non-exercisable by reason of termination of an optionee from the employ of the Company shall be reallocated to all of the then-employed optionees pro rata according to theoriginal percentage allocations of Options granted to such optionees on the Granting Date.

**          5.     Termsof Options**.

                   (a)     Option Price. Subject to adjustment pursuant to Section 5(d) hereof, the exercise price of Options shall be $3.00 per share, which is the price at which the Company repurchased shares of Common Stock from Meridian Bank.

                   (b)     ExerciseOptions.  Options shall be exercised by submitting to the Company a signed copy of a notice of exercise in a form to be supplied by the Company with payment of the aggregate Option Price.  The exercise of an Option shall be effectiveon the date on which the Company receives such notice with proper payment at its principal corporate offices.

                   (c)     Payment for Shares.  Payment of the Option Price for shares ofCommon Stock issued upon the exercise an Option shall be made in full at the time of exercise of the Option.  Payment of the Option Price shall be made in cash or, with the consent of the Committee, in whole or in part in Common Stock of theCompany, valued on the trading date immediately preceding the date of exercise.  The fair market value of a share on a particular date shall, for the purposes of this Section 5, be deemed to be the mean of the closing representative bid andasked prices, as reported by the NASDAQ system (or if not then quoted on NASDAQ, as otherwise available in the over-the-counter market) on that date, or if there shall have been no bid and asked prices on that date, on the last preceding date onwhich bid and asked prices were quoted.  Prior to the distribution of Common Stock to which the optionee shall become entitled, there shall first be deducted all applicable withholding taxes, if any, unless the Committee shall have authorizedother arrangements to permit the optionee to pay in cash the amount of such taxes which otherwise would be withheld.

                   (d)     Effect of Changes in Common Stock.  In the event of areorganization, recapitalization, liquidation, stock split, stock dividend, combination of shares, merger or consolidation, pursuant to any of which events the then outstanding shares of the Common Stock are split up or combined, or are changedinto, become exchangeable at the holder’s election for, or entitle the holder thereof to, other shares of stock, the Committee may change the number and kinds of shares available under the Plan and any outstanding Option (including substitutionof shares of another corporation) and the price of any Option.

                   (e)     Period of Exercise of Option.

                            (i)     Notwithstanding any otherprovisions contained in this Plan, each Option granted under the Plan shall be exercisable only for the five (5) year period commencing two (2) years after the Granting Date and terminating seven (7) years after the Granting Date (the “OptionPeriod”).  Notwithstanding any other provision contained in this Plan, no Option shall be exercisable after the expiration of the Option Period.

                            (ii)    Except as provided inParagraph (f) of this Section 5, no Option may be exercised unless the optionee is then in the employ of the Company or a subsidiary thereof and has been continuously so employed since the Granting Date.  The Plan shall not confer upon anyoptionee any right with respect to continuation of employment by the Company, nor shall it interfere in any way with the employee’s right or the Company’s right to terminate employment at any time.

                   (f)     Death, Incapacity or Disability of Optionee.  If an optionee shoulddie while in the employment of the Company, an Option held by such optionee shall be exercisable by the estate of the optionee, or by a person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of theoptionee, until the second anniversary of

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the date of death or the expiration of the Option Period whichever is earlier.  Should an optionee become legally incapacitated or disabled while in the employment of theCompany, an Option held by such optionee shall be exercisable by his/her legal representative only during the Option Period.  In the event of the death, legal incapacity or disability of an optionee, all terms and conditions set forth hereinshall continue to apply with equal force; provided, however, that an Option may be exercised by or on behalf of a deceased, incapacitated or disabled employee during the Option Period without regard to the restriction set forth inSection 5(a)(ii) hereof.

                   (g)     Optionees notShareholders.  An optionee or a legal representative thereof shall have none of the rights of a shareholder with respect to shares subject to an Option until such shares shall be issued upon exercise of the Option.

                   (h)     Types of Options.  Options granted under the Plan shall benonqualified, non-statutory options.

**          6.     Disclosure**.

                   (a)     As soon as practicable after the Granting Date, the Company shall deliver toall eligible optionees the following documents:

                            (i)     One (1) copy of thisPlan; and

                            (ii)    One (1) Certificate ofEligibility evidencing the optionee’s right in the Option and the number of shares of Common Stock which such optionee is entitled to purchase through exercise of the Option.

                   (b)     During each year following the Granting Date and prior to the expiration of theOption Period, the Company shall deliver to each optionee a copy of the Company’s most recent Annual Report to Shareholders and Proxy Statement for any annual and special meetings of the shareholders of the Company.

**          7.     Amendment and Discontinuance of the Plan**.

                   (a)     The Board of Directors of the Company may at any time altar, suspend orterminate the Plan, but, except in accordance with the provisions of Section 5(d) hereof, no change shall be made which will have a material adverse effect upon any Option previously granted unless the consent of the optionee is obtained.

                   (b)     Notwithstanding the foregoing provisions of this Section 7,no person may be divested of the ownership of Common Stock previously issued, sold or transferred under the Plan.

          **8.     Securities Law Restrictions**.  No shares shall be issued and delivered upon exercise of Options unless and until, inthe opinion of legal counsel for the Company, any applicable registration requirements under federal and state law, or any other requirements of law or of any regulatory body or securities exchange, shall have been fully complied with.  Iflegal counsel for the Company so requires as a condition to the issuance of optioned shares without registration (and such issuance without registration shall be at the sole discretion of the Board, no

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optionee having any right to compel the Company to register shares optioned at any time), the optionee shall be required, prior to the issuance of such optioned shares, togive written certificates and representations to the Company, in a form approved by such legal counsel consistent with securities laws and regulations then in effect, that such shares are being acquired for investment purposes only and with nointention for resale or transfer of any kind.  Any failure or refusal by an optionee so to certify or represent, or any reasonable belief by the Company that such facts certified or represented are not correct, shall be sufficient grounds forthe Company to revoke the Option and refuse to issue the optioned shares as if the right to purchase such shares had never accrued.  All unregistered shares issued pursuant to such certifications and representations shall, if legal counsel sorequires, bear a legend consistent with the certifications and representations, which legend may restrict the transferability of the shares until they are first registered or until legal counsel gives the Company a written opinion that any proposedsale or transfer by the holder does not require registration and would not jeopardize or destroy any exemptions from registration relied upon by the Company in issuing the shares.  Although it is not legally required to do so, the Companyintends to file a registration statement under the securities laws with respect to shares of Common Stock subject to option hereunder.

**          9.     Effective Date**.  The Plan shall be effective as of December 31, 1990.
**Name**
  

**Orig. # of Options**

  

  

  
Abido, Ross B. 
 

325

 
Anderson, Bruce 
 

325

 
Barnhurst, Donald C. 
 

325

 
Barr, Michael S. 
 

325

 
Batuyong, Richard R. 
 

325

 
Bentzley, Patricia A. 
 

325

 
Bernard, Kevin W. 
 

325

 
Bonilla, Maximo 
 

325

 
Breslin, Joseph F. 
 

325

 
Burkholder, Edward 
 

325

 
Canfield, Shiela 
 

325

 
Carpenter, Steve 
 

1,000

 
Cintron, Irving G. 
 

325

 
Collins, William W. 
 

4,500

 
Colon, Pedro 
 

325

 
Connell, Vaughn 
 

325

 
Cortes, Reinaldo 
 

325

 
Cranch, Robert D. 
 

325

 
Decembrino, Peter 
 

1,500

 
Dous, Nancy M. 
 

325

 
Fenstermacher, William A. 
 

325

 
Fox, Amy R. 
 

325

 
Garrett, Thomas A. 
 

325

 
George, Ralph C. 
 

325

 
Gift, Martin 
 

325

 
Goldstein, Robert S. 
 

325

 

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**Name** 
**Orig. # of Options**

 
 
 
Griffith, Randy 
 

325

 
Haag, Francis J. 
 

325

 
Hall, Richard A. 
 

325

 
Hardy, Theodore 
 

325

 
Hause, Joel S. 
 

1,500

 
Hobson, Paul E. 
 

325

 
Hughes, John C. 
 

325

 
Jimenez, Gabriel 
 

325

 
Junqo, Denise M. 
 

2,500

 
Kamm, Terry 
 

325

 
Kashow, Grace E. 
 

325

 
Kashow, William E 
 

325

 
Kennedy, Marguerite 
 

325

 
Kitchen, Herman 
 

325

 
Koenig, Theodore W. 
 

1,000

 
Llewllyn, Noel 
 

325

 
Llewllyn, Blaine 
 

1,500

 
Maner, Thomas F. 
 

325

 
March, Fred R. 
 

1,000

 
Matias, Rafael 
 

325

 
Meeks, Ronald 
 

325

 
McGeady, Dennis M. 
 

2,500

 
McNichol, John J. 
 

1,000

 
Moock, Thomas W. 
 

325

 
Moore, Robert J. 
 

1,000

 
Mullen, John F. 
 

325

 
Musick, Elaine J. 
 

325

 
Ownes, Carson 
 

325

 
Perrott, Jr., John W. 
 

325

 
Perry, Patricia 
 

325

 
Pluck, Edward P. 
 

325

 
Randis, Joseph D. 
 

1,500

 
Rao, Daksha 
 

325

 
Robertson, Jr., George 
 

325

 
Robertson, Robert 
 

325

 
Robertson, Sr., G.E. 
 

325

 
Rodriguez, Eliecer, O. 
 

325

 
Ross, David H. 
 

325

 
Schwartz, Theodore A. 
 

4,666

 
Shearer, Edward 
 

1,500

 
Shearer, Terry L. 
 

1,500

 
Siess, William J. 
 

2,500

 
Skiles, Wayne W. 
 

325

 
Smith, Raymond L. 
 

1,000

 
Smith, William F. 
 

325

 

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**Name** 
**Orig. # of Options**

 
 
 
Speise, Paul L. 
 

4,500

 
Spitzer, Thomas R. 
 

325

 
Stokes, Carol M. 
 

325

 
Sugden, Donna L. 
 

325

 
Sykes, Daniel 
 

325

 
Teachey, Julius 
 

325

 
Thomas, Winston 
 

325

 
Toland, Samuel 
 

325

 
Tyler, Avalon 
 

325

 
Viera, Orlando 
 

325

 
Vives, Angel 
 

325

 
Vogt, Brian 
 

325

 
Waiters, Williaim S. 
 

325

 
Walters, Joseph A. 
 

325

 
Wetzel, Eileen E. 
 

325

 
Willoughby, Earl C. 
 

325

 
Wyatt, Michelle M. 
 

325

 
Yust, Karan 
 

325

 
Zaborniak, Martin T. 
 

325

 
Zayas, William 
 

325

 

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