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                                                                   Exhibit 10(b)

                                 CML GROUP, INC.

                        1996 EMPLOYEE STOCK PURCHASE PLAN

              Adopted by the Board of Directors on October 3, 1995
              ----------------------------------------------------

1.   Purposes.
     --------

     The 1996 Employee Stock Purchase Plan of CML Group, Inc. (the "Plan") is
intended to provide a method whereby employees of CML Group, Inc. and its
subsidiary corporations (hereinafter collectively referred to, unless the
context otherwise requires, as the "Company"), will have an opportunity to
acquire a proprietary interest in the Company through the purchase of shares of
the Common Stock, $.10 par value per share, of the Company (the "Common Stock").
It is the intention of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of Section 423 of the Code.

2.   Definitions.
     -----------

     (a) "base pay" means regular straight-time earnings, excluding payments for
overtime, incentive compensation, bonuses and other special payments.

     (b) "employee" means any person who is customarily employed for more than
20 hours per week and more than five months in a calendar year by the Company or
by a subsidiary corporation.

     (c) "Offering Commencement Date" means the applicable date on which an
Offering under the Plan commences pursuant to Section 4.

     (d) "Offering Termination Date" means the applicable date on which an
Offering under the Plan terminates pursuant to Section 4.

     (e) "subsidiary" means any present or future corporation which (i) is a
"subsidiary corporation" as that term is defined in Section 424 of the Code and
(ii) is designated as a participant in the Plan by the Board of Directors or
Committee described in Section 13.

3.   Eligibility.
     -----------

     (a) Any employee who shall have been employed by the Company or any
subsidiary at least 90 days prior to the applicable Offering Commencement Date
shall be eligible to participate in the Plan.

     (b) Any provision of the Plan to the contrary notwithstanding, no employee
shall be granted an option to participate in the Plan:

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         (i) if, immediately after the grant, such employee would own stock,
     and/or hold outstanding options to purchase stock, possessing 5% or more of
     the total combined voting power or value of all classes of stock of the
     Company or of any subsidiary corporation (for purposes of this Section the
     rules of Section 424(d) of the Code shall apply in determining stock
     ownership of any employee); or

        (ii) which permits his or her rights to purchase stock under all
     employee stock purchase plans of the Company and its subsidiaries to accrue
     at a rate which exceeds $25,000 of the fair market value of the stock
     (determined at the time such option is granted) for each calendar year in
     which such option is outstanding at any time.

4.   Offering Dates.
     --------------

     The Plan will be implemented by three annual offerings (referred to herein
collectively as "Offerings" and individually as an "Offering") of a maximum of
325,000 shares each (subject to adjustment as provided in Sections 12(a) and 17)
of the Common Stock, as follows:

     (a) Offering I shall commence on June 15, 1996, and terminate on June 14,
         1997.

     (b) Offering II shall commence on June 15, 1997, and terminate on June 14,
         1998.

     (c) Offering III shall commence on June 15, 1998, and terminate on June 14,
         1999.

Participation in any one or more of the Offerings under the Plan shall neither
limit, nor require, participation in any other Offering.

5.   Participation.
     -------------

     All eligible employees will become participants in an Offering on the
applicable Offering Commencement Date. Payroll deductions for a participant
shall commence on the applicable Offering Commencement Date of the Offering and
shall end on the Offering Termination Date of such Offering, unless sooner
terminated pursuant to Section 10.

6.   Payroll Deductions.
     ------------------

     (a) Participants may elect to have amounts withheld from their base pay by
completing an authorization for a payroll deduction ("Authorization") on the
form provided by the Company and filing it with the office of the Treasurer of
the Company. At the time a participant files his or her Authorization for a
payroll deduction, the participant shall elect to have deductions made from his
or her pay on each payday during the time he or she is a participant in an
Offering at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his or her
annualized base pay.

     (b) All payroll deductions made for a participant shall be credited to his
or her account maintained by the Company under the Plan. A participant may not
make any separate cash payment into such account.

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     (c) Except as provided in Section 8(b) or 10, a participant may not make
any changes to his or her participation during an Offering and, specifically, a
participant may not during an Offering alter the amount of his or her payroll
deductions for such Offering.

7.   Granting of Option.
     ------------------

     (a) For each of the Offerings, a participating employee shall be deemed to
have been granted an option (the "Option"), on the applicable Offering
Commencement Date, to purchase a maximum number of shares of the Common Stock
equal to an amount determined as follows: 85% of the market value of a share of
the Common Stock on the applicable Offering Commencement Date shall be divided
into an amount equal to (x) that percentage of the employee's base pay which he
or she has elected to have withheld (but not in any case in excess of 10%)
multiplied (y) by the employee's annualized base pay. The market value of the
Common Stock shall be determined as provided in subsection (b) below. An
employee's annualized base pay shall be determined as follows: (i) in the case
of a full-time employee normally paid on an hourly rate, by multiplying his or
her normal hourly rate by 2080, (ii) in the case of a part-time employee
normally paid on an hourly rate, by multiplying his or her normal hourly rate by
the product of 52 times the number of hours in his or her normal work week,
(iii) in the case of an employee normally paid at a bi-weekly rate, by
multiplying his or her normal bi-weekly rate by 26, (iv) in the case of a
part-time employee normally paid at a weekly rate, by multiplying his or her
normal weekly rate by 52; and (v) in the case of an employee normally paid at a
monthly rate, by multiplying his or her normal monthly rate by 12.

     (b) The purchase price of a share of Common Stock purchased with payroll
deductions made during each Offering (the "Option Exercise Price") shall be the
lower of:

         (i) 85% of the composite closing price of the Common Stock on the New
     York Stock Exchange (or, if the Common Stock is then traded on the Nasdaq
     National Market, 85% of the closing price of the Common Stock on such
     system), as published in THE WALL STREET JOURNAL, on the Offering
     Commencement Date applicable to such Offering (or on the next regular
     business day on which shares of the Common Stock shall be traded in the
     event that no shares of the Common Stock shall have been traded on the
     Offering Commencement Date); or

        (ii) 85% of the composite closing price of the Common Stock on the New
     York Stock Exchange (or, if the Common Stock is then traded on the Nasdaq
     National Market, 85% of the closing price of the Common Stock on such
     system), as published in THE WALL STREET JOURNAL, on the Offering
     Termination Date applicable to such Offering (or on the next regular
     business day on which shares of the Common Stock shall be traded in the
     event that no shares of the Common Stock shall have been traded on the
     Offering Termination Date).

     8.   Exercise of Option.
          ------------------

     With respect to each Offering during the term of the Plan:

     (a) Unless a participant gives written notice of withdrawal to the Company
as provided in Sections 8(b) and 10, his or her Option will be deemed to have
been exercised 

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automatically on the Offering Termination Date applicable to such Offering, for
the purchase of the number of full shares of Common Stock which the accumulated
payroll deductions in his or her account maintained by the Company under the
Plan at that time will purchase at the applicable Option Exercise Price (but not
in excess of the number of shares for which options have been granted to the
employee pursuant to Section 7(a)), and any excess in his or her account at that
time will be returned to him or her.

     (b) By written notice to the Treasurer of the Company at any time prior to
the Offering Termination Date applicable to any such Offering, a participant may
elect to withdraw all, but not less than all, of the accumulated payroll
deductions in his or her account at such time, with simple interest computed at
the rate of six percent (6%) per annum.

     (c) Fractional shares will not be issued under the Plan and any accumulated
payroll deductions which would have been used to purchase fractional shares or
which are in excess of the limitations of Section 7(a) shall be returned to an
employee promptly following the termination of an Offering.

9.   Delivery.
     --------

     As promptly as practicable after the Offering Termination Date of each
Offering, the Company will deliver to each participant, as appropriate, the
certificate or certificates representing the shares of Common Stock purchased
upon the exercise of such participant's Option.

10.  Withdrawal.
     ----------

     (a) As indicated in Section 8(b), a participant may withdraw payroll
deductions credited to his or her account with the Company under any Offering at
any time prior to the applicable Offering Termination Date by giving written
notice of withdrawal to the Treasurer of the Company. All of the participant's
payroll deductions credited to his or her account will be paid to the
participant promptly after receipt of such notice of withdrawal and no further
payroll deductions will be made from his or her pay during such Offering. The
Company may, at its option, treat any attempt by an employee to borrow on the
security of accumulated payroll deductions as an election, under Section 8(b),
to withdraw such deductions.

     (b) A participant's withdrawal from any Offering will not have any effect
upon his or her eligibility to participate in any succeeding Offering or in any
similar plan which may hereafter be adopted by the Company, provided, however,
that any officer subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, as amended, who withdraws from any Offering may not
participate in the Plan again for at least six months.

     (c) Upon termination of the participant's employment for any reason,
including retirement but excluding death or disability, while in the employ of
the Company, the payroll deductions credited to his or her account will be
returned to the participant, with simple interest at the rate of six percent
(6%) per annum.

     (d) Upon termination of the participant's employment because of disability
or death, the participant or his or her beneficiary (as defined in Section 14)
shall have the right to elect, by 

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written notice given to the Treasurer of the Company prior to the expiration of
the period of 30 days commencing with the date of the disability or death of the
participant, either

         (i) to withdraw all of the payroll deductions credited to the
     participant's account under the Plan, with simple interest at the rate of
     six percent (6%) per annum; or

        (ii) to exercise the participant's Option on the Offering Termination
     Date next following the date of the participant's disability or death for
     the purchase of the number of full shares of Common Stock which the
     accumulated payroll deductions in the participant's account at the date of
     the participant's disability or death will purchase at the applicable
     Option Exercise Price, and any excess in such account will be returned to
     the participant or said beneficiary.

     If no such written notice of election is received by the Treasurer of the
Company, the participant or beneficiary shall automatically be deemed to have
elected to withdraw the payroll deductions credited to the participant's account
at the date of the participant's disability or death and the same will be paid
promptly to the participant or said beneficiary with simple interest at the rate
of six percent (6%) per annum.

11.  Interest.
     --------

     No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any participant employee except upon withdrawal as
provided under Sections 8(b) and 10 or upon the return of payroll deductions as
provided under Section 12(a).

12.  Stock.
     -----

     (a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan during any Offering under the Plan shall be
325,000 shares (subject to adjustment upon changes in capitalization of the
Company as provided in Section 17), plus any shares available but not issued in
any prior Offering under the Plan. If the total number of shares for which
Options are exercised on any Offering Termination Date in accordance with
Section 8 exceeds 325,000 (plus any shares available but not issued in any prior
Offering), the Company shall make a pro rata allocation of the shares available
for delivery and distribution in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the account of each participant under the Plan
shall be returned to him or her as promptly as possible, with simple interest on
such balance at the rate of six percent (6%) per annum. If less than 325,000
shares are purchased during an Offering, the amount not purchased may be carried
over to and made available during any subsequent Offering.

     (b) The participant will have no interest in Common Stock covered by his or
her Option until such Option has been exercised.

     (c) Common Stock to be delivered to a participant under the Plan will be
registered in the name of the participant, or, if the participant so directs, by
written notice to the Company prior to the Offering Termination Date applicable
thereto, in the names of the participant and one such other person as may be
designated by the participant, as joint tenants with rights of survivorship, to
the extent permitted by applicable law.

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     (d) The Board of Directors of the Company may, in its discretion, require
as conditions to the exercise of any Option that the shares of Common Stock
reserved for issuance upon the exercise of the Option shall have been duly
authorized for listing on the New York Stock Exchange and that either

          (i)   a Registration Statement under the Securities Act of 1933, as
                amended, with respect to said shares shall be effective; or

          (ii)  the participant shall have represented in form and substance
                satisfactory to the Company that it is the participant's 
                intention to purchase such shares for investment.

     13.  Administration.
          --------------

     The Plan shall be administered by the Compensation Committee appointed by
the Board of Directors of the Company or, if no such committee is established,
by the Board of Directors of the Company (the committee so designated by the
Board of Directors or, if no such committee is established, the Board of
Directors, shall hereinafter be referred to as the "Committee"). The officer of
the Company charged with day-to-day administration of the Plan shall, for
matters involving the Plan, be an ex-officio member of the Committee. The 
interpretation and construction of any provision of the Plan and the adoption of
rules and regulations for administering the Plan shall be made by the Committee,
subject, however, at all times to the final approval of the Board of Directors
of the Company. Determinations made by the Committee and approved by the Board
of Directors of the Company with respect to any matter or provision contained in
the Plan shall be final, conclusive and binding upon the Company and upon all
participants, their heirs or legal representatives. Any rule or regulation
adopted by the Committee shall remain in full force and effect unless and until
altered, amended or repealed by the Committee or the Board of Directors of the
Company. The Company shall indemnify Committee members, to the fullest extent
permitted by applicable statute, for any expenses incurred in defending a civil
or criminal action or proceeding, arising out of such member's actions with
respect to administration of the Plan, in advance of the final disposition of
such action or proceeding, upon receipt of an undertaking by the person
indemnified to repay such payment if such member shall be adjudicated not to
have acted in good faith in the reasonable belief that such member's action was
in the best interest of the Company.

14.  Designation of Beneficiary.
     --------------------------

     A participant may file a written designation of a beneficiary who is to
receive any shares of Common Stock and/or cash in the event of the death of the
participant prior to the delivery of such shares or cash to the participant.
Such designation of beneficiary may be changed by the participant at any time by
written notice to the Treasurer of the Company. Within 30 days after the
participant's death, the beneficiary may, as provided in Section 10(d), elect to
exercise the participant's Option when it becomes exercisable on the Offering
Termination Date of the then current Offering. Upon the death of a participant
and upon receipt by the Company of proof of the identity and existence at the
participant's death of a beneficiary validly designated by the participant under
the Plan, and notice of election of the beneficiary to exercise the
participant's Option, the Company shall deliver such stock and/or cash to such
beneficiary. In the event of

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the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant's death,
the Company shall deliver such cash to the executor or administrator of the
estate of the participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company) the Company, in its discretion, may
deliver such cash to the spouse or to any one or more dependents of the
participant as the Company may determine. No beneficiary shall prior to the
death of the participant by whom he or she has been designated acquire any
interest in the stock or cash credited to the participant's account maintained
by the Company under the Plan.

15.  Transferability.
     ---------------

     Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an Option or to receive stock under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
by the participant otherwise than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 8(b).

16.  Use of Funds.
     ------------

     All payroll deductions received or held by the Company under this Plan may
be used by the Company for any corporate purpose and the Company shall not be
obligated to segregate such payroll deductions.

17.  Effect of Changes of Common Stock.
     ---------------------------------

     In the event of any changes of outstanding shares of the Common Stock by
reason of stock dividends, subdivisions, combinations and exchanges of shares,
recapitalizations, mergers in which the Company is the surviving corporation,
consolidations, and the like, the aggregate number and class of shares available
under this Plan and the Option Exercise Price per share shall be appropriately
adjusted by the Board of Directors of the Company, whose determination shall be
conclusive. Any such adjustments may provide for the elimination of any
fractional shares which would otherwise become subject to any Options.

18.  Amendment or Termination.
     ------------------------

     The Board of Directors of the Company may at any time terminate or amend
the Plan. Except as hereinafter provided, no such termination may affect Options
previously granted, and no such amendment may make any change in Options
previously granted which would adversely affect the rights of any participant.
In addition, no amendment may be made to the Plan without approval of the
stockholders of the Company within twelve months of such amendment if such
amendment would (a) materially increase the benefits accruing to participants
under the Plan, (b) materially increase the number of shares which may be issued
under the Plan or (c) materially modify the requirements as to eligibility for
participation under the Plan.

19.  Notices.
     -------

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     All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received by the Treasurer of the Company.

20.  Merger or Consolidation.
     -----------------------

     If the Company shall at any time merge into or consolidate with another
corporation and the Company is the surviving entity, the holder of each Option
then outstanding will thereafter be entitled to receive at the next Offering
Termination Date upon the exercise of such Option (unless previously withdrawn
pursuant to Section 10) for each share as to which such Option shall be
exercised the securities or property which a holder of one share of the Common
Stock was entitled to upon and at the time of such merger or consolidation, and
the Board of Directors of the Company shall take such steps in connection with
such merger or consolidation as the Board of Directors shall deem necessary to
assure that the provisions of Section 17 shall thereafter be applicable, as
nearly as reasonably practicable, to such securities or property. In the event
of a merger or consolidation in which the Company is not the surviving entity,
or of a sale of assets in which the Company is not the surviving entity, the
Plan shall terminate, and all payroll deductions credited to participants'
accounts shall be returned to them, with simple interest at the rate of six
percent (6%) per annum; PROVIDED, however, that the Board of Directors may, in
the event of such merger, consolidation or sale, accelerate the Offering
Termination Date of the Offering then in effect and permit participants to
purchase shares under the Plan at such accelerated Offering Termination Date.

21.  Approval of Stockholders.
     ------------------------

     The Plan has been adopted by the Board of Directors of the Company, but is
subject to the approval of the stockholders of the Company at the annual meeting
of stockholders scheduled to be held on December 1, 1995.

22.  Registration and Qualification of the Plan Under Applicable Securities
     ----------------------------------------------------------------------
     Laws.
     ----

     Notwithstanding anything to the contrary herein, no Option shall be granted
under the Plan until such time as the Company has qualified or registered the
shares which are subject to the Options under all applicable state and federal
securities laws to the extent required by such laws.

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