Exhibit
10.6








AMERICAN
BILTRITE INC.





1993
STOCK AWARD AND INCENTIVE PLAN


As
Amended and Restated as of March 4, 1997





1.
            Purpose;
      Types of Awards; Construction.




The
purpose of the American Biltrite Inc. 1993 Stock Award and Incentive Plan, as
amended and restated as of March 4, 1997, is to afford an incentive to selected
employees and independent contractors of the Company (as defined in Section 2),
or any Subsidiary (as defined in Section 2) or Affiliate (as defined in Section
2) which now exists or hereafter is organized or acquired, to acquire a
proprietary interest in the Company, to continue as employees or independent
contractors, as the case may be, to increase their efforts on behalf of the
Company and to promote the success of the Company's business. Pursuant to
Section 6 of the Plan (as defined in Section 2), there may be granted stock
options (including incentive stock options and nonqualified stock options),
stock appreciation rights and limited stock appreciation rights (either in
connection with options granted under the Plan or independently of options),
restricted stock, restricted stock units, dividend equivalents and other
stock-based or cash-based awards.




2.
            Definitions.




For
purposes of the Plan, the following terms shall be defined as set forth
below:




(a)           "Affiliate" means any entity if, at the
time of granting of an Award, (i) the Company, directly or indirectly, owns at
least 20% of the combined voting power of all classes of stock of such entity or
at least 20% of the ownership interestsin such entity or (ii) such entity,
directly or indirectly, owns at least 20% of the combined voting power of all
classes of stock of the Company.




(b)           "Award" means any Option, SAR (including
a Limited SAR), Restricted Stock, Restricted Stock Unit, Dividend Equivalent or Other Stock-Based Award
or Cash-Based Award granted under the Plan.




(c)           "Award Agreement" means any written
agreement, contract or other instrument or document evidencing an
Award.




(d)           "Beneficiary" means the person, persons,
trust or trusts which have
been designated by a Grantee in his or her most recent written beneficiary
designation filed with the Company to receive the benefits specified under the
Plan upon his or her death, or, if there is no designated Beneficiary or
surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.




(e)           "Board" means the Board of Directors of
the Company.




(f)           "Cash-Based Award" means cash awarded
under Section 6(h),
including cash awarded as a bonus or upon the attainment of specified
performance criteria or otherwise as permitted under the
Plan.




(g)           "Change in Control" means a change in
control of the Company which will be deemed to have occurred
if:




(i)           any"person," as such term is used in
Sections 13(d) and14(d) of the Exchange Act (other than an
Exempt Person), is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of
the combined voting power of the Company's then outstanding voting
securities;




(ii)           during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board, and
any new director (other than adirector designated by a person who has
entered into an agreement with the Company to effect a transaction described in
clause (i), (iii), or (iv) of this Section 2(f)) whose election by the Board or
nomination for election by the Company's stockholderswas approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute atleast a majority
thereof;




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(iii)           the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
(1) a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) 50% or more of the combined voting
power of the voting securities of the Company or such surviving or parent entity outstanding
immediately after such merger or consolidation or (2) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no "person" (as hereinabove defined), other than anExempt Person, acquired 50% or more of
the combined voting power of the Company's then outstanding voting securities;
or




(iv)           the stockholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale or
dispositionby the Company
of all or substantially all of the Company's assets (or any transaction having a
similar effect).




(h)           "Change in Control Price" means the
higher of (i) the highest price per share paid in any transaction constituting a
Change in Control or(ii)
the highest Fair Market Value per share at any time during the 60-day period
preceding or following a Change in Control.




(i)           "Code" means the Internal Revenue Code
of 1986, as amended from time to time.




(j)           "Committee" means the committee or
committees established by
the Board to administer the Plan; provided, however, that to the extent desired
for Awards under the Plan to comply with the applicable provisions of Section
162(m) of the Code or to obtain exemptive relief under Rule 16b-3,
"Committee"means either such committee (or a
subcommittee thereof) or such other committee, as the case may be, which shall
be constituted to comply with the applicable requirements of Rule 16b-3 and
Section 162(m) of the Code and the regulations promulgated thereunder.




(k)           "Company" means American Biltrite Inc.,
a corporation organized under the laws of the State of Delaware, or any
successor corporation.




(l)           "Covered Employee" shall have the
meaning set forth in Section 162(m)(3) of the Code.




(m)           "Dividend Equivalent" means a right, granted to a Grantee
under Section 6(g), to receive cash, Stock, or other property equal in value to
dividends paid with respect to a specified number of shares of Stock. Dividend
Equivalents may be awarded on a free-standing basis or inconnection with another Award and may
be paid currently or on a deferred basis.




(n)           "Exchange Act" means the Securities
Exchange Act of 1934, as amended from time to time, and as now or hereafter
construed, interpreted and applied by rules, regulations, interpretive releases, rulings and
cases.




(o)           "Executive Officer" shall have the
meaning set forth in Rule 3b-7 under the Exchange Act.




(p)           "Exempt Person" means (i) the Company,
(ii) any trustee or other fiduciary holding securities under an employee
benefit plan of the
Company, (iii) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of Stock or (iv) any person or group of persons who, immediately prior
to the adoptionof this Plan, owned more than 50% of the
combined voting power of the Company's then outstanding voting
securities.




(q)           "Fair Market Value" means, with respect
to Stock or other property, the fair market value of such Stock or other
property determined bysuch
methods or procedures as shall be established from time to time by the
Committee. Unless otherwise determined by the Committee in good faith, the per
share Fair Market Value of Stock as of a particular date shall mean (i) the
closing sales price pershare of Stock on the national
securities exchange on which the Stock is principally traded, for the last
preceding date on which there was a sale of such Stock on such exchange, or (ii)
if the shares of Stock are then traded in an over-the-counter market,the average of the closing bid and
asked prices for the shares of Stock in such over-the-counter market for the
last preceding date on which there was a sale of such Stock in such market, or
(iii) if the shares of Stock are not then listed on a nationalsecurities exchange or traded in an
over-the-counter market, such value as the Committee, in its sole discretion,
shall determine.




(r)           "Grantee" means a person who, as an
employee or independent contractor of the Company, a Subsidiary or an Affiliate,
has been granted an Award
under the Plan.




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(s)           "ISO" means any Option intended to be
and designated as an incentive stock option within the meaning of Section 422 of
the Code.




(t)           "Limited SAR" means a right granted
pursuant to Section 6(c) which shall, in general, be automatically exercised for
cash upon a Change in Control.




(u)           "NQSO" means any Option that is not an
ISO.




(v)           "Option" means a right, granted to a
Grantee under Section 6(b), to purchase shares of Stock. An Option may be either
an ISO or an NQSO,provided
that ISO's may not be granted to independent contractors.




(w)           "Other Stock-Based Award" means a right
or other interest granted to a Grantee under Section 6(h) that may be
denominated or payable in, valued in whole or in part by reference to,
orotherwise based on, or
related to, Stock, including, but not limited to (i) unrestricted Stock awarded
as a bonus or upon the attainment of specified performance criteria or otherwise
as permitted under the Plan and (ii) a right granted to a Grantee to
acquire Stock from the Company for cash
and/or a promissory note containing terms and conditions prescribed by the
Committee.




(x)           "Plan" means this American Biltrite Inc.
1993 Stock Award and Incentive Plan, as amended from time to
time.




(y)           "Restricted Stock" means an Award of shares of Stock to
a Grantee under Section 6(d) that may be subject to certain restrictions and to
a risk of forfeiture.




(z)           "Restricted Stock Unit" means a right
granted to a Grantee under Section 6(e) to receive Stock or cash at
theend of a specified
deferral period, which right may be conditioned on the satisfaction of specified
performance or other criteria.




(aa)           "Rule 16b-3" means Rule 16b-3, as from
time to time in effect promulgated by the Securities and Exchange Commission
under Section 16 of the
Exchange Act, including any successor to such Rule.




(ab)           "Stock" means the common stock, par
value $.01 per share, of the Company.




(ac)           "SAR" or "Stock Appreciation Right"
means the right, granted to a Grantee under Section 6(c), to bepaid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock or
property as specified in the Award or determined by the
Committee.




(ad)           "Subsidiary" means any corporation in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of an Award, each of the corporations (other than the last corporation
in the unbroken chain) owns stock possessing 50% or more ofthe total combined voting power of all
classes of stock in one of the other corporations in the
chain.




3.
            Administration.




The Plan
shall be administered by the Committee or Committees established for that
purpose. Each Committee administering the Plan shall have the authority in its
discretion, subject to and not inconsistent with the express provisions of the
Plan, to administer the Plan and to exercise all the powers and authorities
either specifically granted to it under the Plan or necessary or advisable in
the administration of the Plan, including without limitation the authority: to
grant Awards; to determine the persons to whom and the time or times at which
Awards shall be granted; to determine the type and number of Awards to be
granted, the number of shares of Stock to which an Award may relate and the
terms, conditions, restrictions and performance criteria relating to any Award;
and to determine whether, to what extent, and under what circumstances an Award
may be settled, cancelled, forfeited, exchanged, or surrendered; to make
adjustments in the terms and conditions of, and the criteria and performance
objectives included in, Awards in recognition of unusual or non-recurring events
affecting the Company or any Subsidiary or Affiliate or the financial statements
of the Company or any Subsidiary or Affiliate, or in response to changes in
applicable laws, regulations or accounting principles; to designate Affiliates;
to construe and interpret the Plan and any Award; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Award Agreements (which need not be identical for each
Grantee); and to make all other determinations deemed necessary or advisable for
the administration of the Plan.




Each
Committee may appoint a chairperson and a secretary, may make such rules and
regulations for the conduct of its business as it shall deem advisable and shall
keep minutes of its meetings. All determinations of each Committee shall be made
by a majority of its members either present in person or participating by
conference telephone at a meeting or by written consent. Each Committee may
delegate to one or more of its members or to one or more agents such
administrative




3


duties as
it may deem advisable, and each Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility such Committee or such person may have under the Plan. All
decisions, determinations and interpretations of each Committee shall be final
and binding on all persons, including the Company, and any Subsidiary, Affiliate
or Grantee (or any person claiming any rights under the Plan from or through any
Grantee) and any stockholder.




No member
of the Board or any Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Award granted
hereunder.




4.
            Eligibility.




Awards
may be granted to selected employees and independent contractors of the Company
and its present or future Subsidiaries and Affiliates, in the discretion of the
Committee authorized to make the Award. In determining the persons to whom
Awards shall be granted and the type of Award granted (including the number of
shares to be covered by such Award), each Committee shall take into account such
factors as it shall deem relevant in connection with accomplishing the purposes
of the Plan.




5.
            Stock
      Subject to the Plan.




The
maximum number of shares of Stock reserved for the grant of Awards under the
Plan shall be 550,000 shares of Stock, subject to adjustment as provided herein.
Such shares may, in whole or in part, be authorized but unissued shares or
shares that shall have been or may be reacquired by the Company in the open
market, in private transactions or otherwise. Notwithstanding the foregoing,
Awards to any individual under the Plan which are made in or based upon shares
of Stock may not exceed 100,000 shares per calendar year. If any shares subject
to an Award are forfeited, cancelled, exchanged or surrendered or if an Award
otherwise terminates or expires without a distribution of shares to the Grantee,
the shares of Stock with respect to such Award shall, to the extent of any such
forfeiture, cancellation, exchange, surrender, termination or expiration, again
be available for Awards under the Plan; provided that, in the case of
forfeiture, cancellation, exchange or surrender of shares of Restricted Stock or
Restricted Stock Units with respect to which dividends or Dividend Equivalents
have been paid or accrued, the number of shares subject to such Awards shall not
be available for Awards hereunder unless, in the case of shares with respect to
which dividends or Dividend Equivalents were accrued but unpaid, such dividends
and Dividend Equivalents are also forfeited, cancelled, exchanged or
surrendered. Upon the exercise of any Award granted in tandem with any other
Award or Awards, such related Award or Awards shall be cancelled to the extent
of the number of shares of Stock as to which the Award is exercised and,
notwithstanding the foregoing, such number of shares shall no longer be
available for Awards under the Plan.




In the
event that either of the Committees shall determine that any dividend or other
distribution (whether in the form of cash, Stock or other property),
recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Grantees under the Plan, then that Committee shall make such equitable
changes or adjustments as it deems necessary or appropriate to any or all of (i)
the number and kind of shares of Stock which may thereafter be issued in
connection with Awards, (ii) the number and kind of shares of Stock issued or
issuable in respect of outstanding Awards and (iii) the exercise price, grant
price, or purchase price relating to any Award; provided that, with respect to
ISOs, such adjustment shall be made in accordance with Section 424(h) of the
Code.




6.
            Specific
      Terms of Awards.




(a)           GENERAL. The term of each Award shall be
for such period as may be determined by the Committee granting the Award. Subject to the terms of the
Plan and any applicable Award Agreement, payments or benefit distributions to be
made by the Company or a Subsidiary or Affiliate upon the grant, maturation or
exercise of an Award may be made in such forms as the Committee granting the Award shall determine
at the date of grant or thereafter, including without limitation cash, Stock or
other property, and may be made in a single payment or transfer, in installments
or on a deferred basis. Each Committee may make rulesrelating to installment or deferred
payments or distributions with respect to Awards, including the rate of interest
to be credited with respect to such payments. In addition to the foregoing, the
Committee granting the Award may impose on such Award or the exercise thereof, at the date of grant
or thereafter, such additional terms and conditions, not inconsistent with the
provisions of the Plan, as that Committee shall determine.




(b)           OPTIONS. Each Committee is authorized to
grant Options to Grantees on thefollowing terms and
conditions:




(i)           TYPE OF AWARD. The Award Agreement
evidencing the grant of an Option under the Plan shall designate the Option as
an ISO or an NQSO.




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(ii)           EXERCISE PRICE. The exercise price per
share of Stock purchasable under an Option shall be determined by the Committee
granting the Award; provided that, in the case of an ISO, such exercise price
shall be not less than the Fair Market Value of a share of Stock on the date of
grant of such Option, and in no event shall the exercise price for the purchase or shares be less
than par value. The exercise price for Stock subject to an Option may be paid in
cash, by an exchange of Stock previously owned by the Grantee or in a
combination of both in an amount having a combined value equal tosuch exercise price. A Grantee may also
elect to pay all or a portion of the aggregate exercise price by having shares
of Stock with a Fair Market Value on the date of exercise equal to the aggregate
exercise price withheld by the Company or sold by a broker-dealer under circumstances meeting
the requirements of 12 C.F.R. ss.220 or any successor
thereto.




(iii)           TERM AND EXERCISABILITY OF OPTIONS. The
date on which a Committee adopts a resolution expressly granting an Option shall
be considered the day on which such Option is granted; provided that
Option grants made prior to approval of the Plan by requisite vote of the
Company's stockholders shall be deemed to have been granted on the date of such
approval. Options shall be exercisable over the exercise period (which shall not exceed ten years
from the date of grant), at such times and upon such conditions as the Committee
granting the Award may determine, as reflected in the Award Agreement; provided
that the Committee granting the Award shall
have       theauthority to accelerate the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. An Option may be
exercised to the extent of any or all full shares of Stock as to which the
Option has become exercisable, by giving
written notice of such exercise to the Committee granting the Award or its
designated agent.




(iv)           TERMINATION OF EMPLOYMENT, ETC. An
Option may not be exercised unless the Grantee is then in the employ of, or then
maintains an independent
contractor relationship with, the Company or a Subsidiary or an Affiliate (or a
company or a parent or subsidiary company of such company issuing or assuming
the Option in a transaction to which Section 424(a) of the Code applies)
andunless the Grantee has remained
continuously so employed or has continuously maintained such relationship since
the date of grant of the Option; provided that the Award Agreement may contain
provisions extending the exercisability of Options, in the eventof specified terminations, to a date
not later than the expiration date of such Option.




(v)           OTHER PROVISIONS. Options may be subject
to such other conditions, including without limitation restrictions on
transferability of the shares acquired upon exercise of such Options, as the Committee
granting the Award may prescribe in its discretion.




(c)           SARS AND LIMITED SARS. Each Committee is
authorized to grant SARs and Limited SARs to Grantees on the following terms and
conditions:




(i)           IN GENERAL. Unless the Committee granting the Award determines
otherwise, an SAR or a Limited SAR (1) granted in tandem with an NQSO may be
granted at the time of grant of the related NQSO or at any time thereafter or
(2) granted in tandem with an ISO may only be granted at thetime of grant of the related ISO. An SAR
or a Limited SAR granted in tandem with an Option shall be exercisable only to
the extent the underlying Option is exercisable.




(ii)           SARS. An SAR shall confer on the Grantee
a right to receive with respect to each share subject thereto, upon exercise
thereof, the excess of (1) the Fair Market Value of one share of Stock on the
date of exercise over (2) the grant price of the SAR (which in the case of an
SAR granted in tandem with an Option shall be equal to the exercise price of the underlying Option, and
which in the case of any other SAR shall be such price as the Committee granting
the Award may determine).




(iii)           LIMITED SARS. A Limited SAR shall confer
on the Grantee a right to receive with respect to each share subject thereto, automatically upon the
occurrence of a Change in Control, an amount equal to the excess of (1) the
Change in Control Price (or, in the case of a Limited SAR granted in tandem with
an ISO, the Fair Market Value of one share of Stock on the date of such Change in Control) over (2)
the grant price of the Limited SAR (which in the case of a Limited SAR granted
in tandem with an Option shall be equal to the exercise price of the underlying
Option, and which in the case of any other Limited SAR shall be such price as the Committee
granting the Award determines).




(d)           RESTRICTED STOCK. Each Committee is
authorized to grant Restricted Stock to Grantees on the following terms and
conditions:




(i)           ISSUANCE AND RESTRICTIONS. Restricted
Stock shall be subject to
such restrictions on transferability and other restrictions, if any, as the
Committee granting the Award may impose at the date of grant or thereafter,
which restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments or otherwise, as
the Committee granting the Award may determine. Except to the extent restricted
under the Award Agreement relating to the Restricted Stock, a Grantee granted
Restricted Stock shall have all of the rights of a stockholder, including without limitation the
right to vote Restricted Stock and the right to receive dividends
thereon.




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(ii)           FORFEITURE. Upon termination of
employment or termination of the independent contractor relationship during the
applicable restriction period, Restricted Stock and any accrued
but unpaid dividends or Dividend Equivalents that are at that time subject to
restrictions shall be forfeited; provided, however, that the Committee granting
the Award may provide, by rule or regulation or in any Award Agreement, or may determine in any
individual case, that restrictions or forfeiture conditions relating to
Restricted Stock will be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee granting theAward may in other cases waive in whole
or in part the forfeiture of Restricted Stock.




(iii)           CERTIFICATES FOR STOCK. Restricted Stock
granted under the Plan may be evidenced in such manner as the Committee granting
the Award shall determine. If certificatesrepresenting Restricted Stock are
registered in the name of the Grantee, such certificates shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock, and the Company shall retain physical
possession of the
certificate.




(iv)           DIVIDENDS. Dividends paid on Restricted
Stock shall be either paid at the dividend payment date, or deferred for payment
at such later date as determined by the Committee granting the Award, in cash or
in shares of unrestricted
Stock having a Fair Market Value equal to the amount of such dividends. Stock
distributed in connection with a stock split or stock dividend and other
property distributed as a dividend shall be subject to restrictions and a risk
of forfeiture to thesame extent as the Restricted Stock with
respect to which such Stock or other property has been
distributed.




(e)           RESTRICTED STOCK UNITS. Each Committee
is authorized to grant Restricted Stock Units to Grantees, subject to the
following terms and conditions:




(i)           AWARD AND RESTRICTIONS. Delivery of
Stock or cash, as determined by the Committee granting the Award, will occur
upon expiration of the deferral period specified for Restricted Stock Units by
the Committee granting the Award. In addition, RestrictedStock Units shall be subject to such
restrictions as the Committee granting the Award may impose, at the date of
grant or thereafter, which restrictions may lapse at the expiration of the
deferral period or at earlier or later specified times, separatelyor in combination, in installments or
otherwise, as the Committee granting the Award may
determine.




(ii)           FORFEITURE. Upon termination of
employment or termination of the independent contractor relationship during the
applicable deferral period or portion thereof to which forfeiture conditions
apply, or upon failure to satisfy any other conditions precedent to the delivery
of Stock or cash to which such Restricted Stock Unitsrelate, all Restricted Stock Units that
are then subject to deferral or restrictionshall be forfeited; provided, however,
that the Committee granting the Award may provide, by rule or regulation or in
any Award Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Stock Units will be waived in whole or in part in
the event of termination resulting from specified causes, and the Committee may
in other cases waive in whole or in part the forfeiture of Restricted Stock
Units.




(f)           STOCK AWARDS IN LIEU OF CASH AWARDS.
Each Committee is
authorized to grant Stock as a bonus, or to grant other Awards, in lieu of
Company commitments to pay cash under other plans or compensatory arrangements.
Stock or Awards granted hereunder shall have such other terms as shall be
determined by the Committee granting the
Award.




(g)           DIVIDEND EQUIVALENTS. Each Committee is
authorized to grant Dividend Equivalents to Grantees. The Committee granting the
Award may provide, at the date of grant or thereafter, that Dividend Equivalents
shall be paid or distributed when accrued or shall be deemed
to have been reinvested in additional Stock or other investment vehicles as the
Committee granting the Award may specify; provided that Dividend Equivalents
(other than freestanding Dividend Equivalents) shall be subject to all conditions and restrictions
of the underlying Awards to which they relate.




(h)           OTHER STOCK-BASED AWARDS AND CASH-BASED
AWARDS. Each Committee is authorized to grant to Grantees Other Stock-Based
Awards or Cash-Based Awards as an element of or supplement to any other Award under the
Plan, as deemed by the Committee granting the Award to be consistent with the
purposes of the Plan. Such Awards may be granted with value and payment
contingent upon performance of the Company or any other factors designated by the Committee granting the
Award, or valued by reference to the performance of specified Subsidiaries or
Affiliates.The Committee granting the Award shall
determine the terms and conditions of such Awards at the date of grant or
thereafter. Cash-Based
Awards made under the Plan to any individual shall not exceed $100,000 in any
calendar year.




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(i)           To the extent necessary to comply with
the provisions of Section 162(m) of the Code, each Committee may require that
Awards made under the Plan will be paid only on account of the attainment
of one or more preestablished Performance Factors. The Performance Factors shall
be the criteria and objectives, determined by the Committee granting the Award,
which must be met during a specified period as a condition of the Participant's receipt of
payment or a distribution with respect to an Award. Performance Factors may
include any or all of the following: (i) revenue growth, (ii)EBITA, (iii) operating cash flow, (iv)
operating income growth or level, (v) market share, (vi) working capital, (vii)
net customer sales per product line, (viii) net income, (ix) earnings or
earnings per share, (x) earnings from operations, (xi) return on equity or
return on assets or (xii) the extent of increase or decrease of any
one or more of the foregoing over the
specified period. Such Performance Factors may relate to the performance of the
Company, a business unit thereof or any combination of the two. With respect to
participants who are not Covered Employees, Performance Factors may also include such subjective
Performance Factors as each Committee may, from time to time, establish.Each Committee shall have the sole
discretion to determine whether, or to what extent, Performance Factors are
achieved; provided, however, thatpayment of Awards conditioned upon the
attainment of each Performance Factors shall not be made to Covered Employees
until achievement of each Performance Factor has been certified by the Committee
granting the Award.




7.
            Change in Control
      Provisions.In the event of a Change of
      Control:




(a)           any Award carrying a right to exercise
that was not previously exercisable and vested shall become fully exercisable
and vested; and




(b)           the restrictions, deferral limitations,
payment conditions and forfeiture conditions applicable to any other Award
granted under the Plan shall lapse, such Awards shall be deemed fully vested and
any performance conditions imposed with respect to Awards shall be deemed fully
achieved.




8.
            General
      Provisions.




(a)           COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS. The Plan, the
granting and exercising of Awards thereunder and the other obligations of the
Company under the Plan and any Award Agreement shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals by any regulatory or
governmental agency as may be required. The Company, in its discretion, may
postpone the issuance or delivery of Stock under any Award until completion of
any stock exchange listing or registration or qualification of suchStock or other required action under
any state, federal or foreign law, rule or regulation as the Company may
consider appropriate and may require any Grantee to make such representations
and furnish such information as it may consider appropriate in connection with the issuance or delivery of
Stock in compliance with applicable laws, rules and
regulations.




(b)           NON-TRANSFERABILITY. Unless otherwise
provided in an Award Agreement, Awards shall not be transferable by a Grantee
except by will or the laws ofdescent and
distribution.




(c)           NO RIGHT TO CONTINUED EMPLOYMENT, ETC.
Nothing in the Plan or in any Award granted or Award Agreement entered into
pursuant hereto shall confer upon any Grantee the right to continue in the
employ of, or as an independent contractor of, the Company, any Subsidiary
or any Affiliate, or to be entitled to any remuneration or benefits not set
forth in the Plan or such Award Agreement, or to interfere with or limit in any
way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee's
employment or independent contractor relationship.




(d)           TAXES. The Company or any Subsidiary or
Affiliate is authorized to withhold from any Award, any payment or distribution
including a distribution of Stock relating to anAward, or any other payment or
distribution to a Grantee under this Plan, amounts for withholding taxes and
other taxes due in connection with any transaction involving an Award and to
take such other action as the Committee granting the Award may deem
advisable to enable the Company and
Grantees to satisfy obligations for the payment of withholding and other tax
obligations relating to any Award. This authority shall include without
limitation authority to withhold or receive Stock or other property and
tomake cash payments in respect thereof
in satisfaction of a Grantee's tax obligations.




(e)           AMENDMENT AND TERMINATION OF THE PLAN.
The Board may at any time and from time to time alter, amend, suspend or
terminate the Plan in whole or in part. Notwithstanding the foregoing, no amendment shall
affect adversely any of the rights of any Grantee, without such Grantee's
consent, under any Award theretofore granted under the Plan.




(f)           NO RIGHTS TO AWARDS; NO STOCKHOLDER
RIGHTS. No Grantee shallhave any claim tobe granted any Award under the Plan, and
there is no obligation for uniformity of treatment of Grantees. Except as
provided specifically herein, a Grantee or a transferee of an Award shall have
no rights as a stockholder with respect to any shares coveredby an Award until the date of the
issuance of a stock certificate to him, her or it for such
shares.




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(g)           UNFUNDED STATUS OF AWARDS. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any paymentsor distributions not yet made to a
Grantee pursuant to an Award, nothing contained in the Plan or any Award shall
give any such Grantee any rights that are greater than those of a general
creditor of the Company.




(h)           NO FRACTIONAL SHARES. No fractional
shares of Stock shall be
issued or delivered pursuant to the Plan or any Award. The Committee granting
the Award shall determine whether cash, other Awards or other property shall be
issued or paid in lieu of such fractional shares or whether such
fractionalshares or any rights thereto shall be
forfeited or otherwise eliminated.




(i)           GOVERNING LAW. The Plan and all
determinations made and actions taken pursuant hereto shall be governed by the
laws of the State of Delaware without giving effect to the conflicts of lawprinciples thereof.




(j)           EFFECTIVE DATE; PLAN TERMINATION. The
Plan shall take effect upon adoption by the Board (the "Effective Date"), but
the Plan, any grants of Awards made prior to the stockholder approval mentioned
herein and any amendments thereto requiring stockholder approval
shall be subject to the approval of the holders of a majority of the voting
power of all issued and outstanding voting securities of the Company entitled to
vote thereon, which approval must occur within twelve monthsof the date the Plan or amendment is
adopted by the Board. In the absence of such approval, such Awards shall be null
and void.




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AMENDMENT
TO


THE
AMERICAN BILTRITE INC.


1993
STOCK AWARD AND INCENTIVE PLAN,


AS
AMENDED AND RESTATED AS OF MARCH 4, 1997





AMENDMENT dated as of  March
31, 2008 to the AMERICAN BILTRITE INC. 1993 Stock Award and Incentive Plan, as
amended and restated as of March 4, 1997 (the “1993 Plan”).





By  Unanimous Action by
Written Consent,  the Board of Directors (the “Board”) of AMERICAN
BILTRITE INC. took action with respect to the 1993 Plan as follows:





The first sentence of section 5 of the
1993 Plan is amended, subject to stockholder approval, to read as
follows:





“The
maximum number of shares of Stock reserved for the grant of Awards under the
Plan shall be 800,000 shares of Stock, subject to adjustment as provided
herein.”





Clause (ii) in Section 6(i) of the 1993
Plan is amended, subject to stockholder approval, for technical purposes to read
as follows:





“(ii) EBITDA,”.





The Board also re-approved the
Performance Factors (as defined in the 1993 Plan) set forth in section 6(i) of
the 1993 Plan, and determined to seek stockholder approval of the
same.





The effectiveness of this Amendment is
conditioned upon the approval of the Company’s stockholders.





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