EXHIBIT 10

                           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 interests in 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.

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         (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) and
     14(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 a director 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 stockholders was
     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

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     period or whose election or nomination for election was previously so
     approved, cease for any reason to constitute at least a majority
     thereof;

             (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
     an Exempt 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
     disposition by 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.

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         (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 in
connection 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 adoption of 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
by such 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 per share 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

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sale of such Stock in such market, or (iii) if the shares of Stock are not
then listed on a national securities 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.

         (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, or otherwise 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 the end of a specified

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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 be paid 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 of the 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

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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 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

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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

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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 rules relating 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 the following 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.

             (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

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      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
      to such 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
      the authority 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) and unless
      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 event of specified
      terminations, to a date not later than the expiration date of such
      Option.

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             (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 the time 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:

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             (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.

             (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 the Award
      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 certificates representing 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

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      of forfeiture to the same 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, Restricted
      Stock 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, separately or 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 Units
      relate, all Restricted Stock Units that are then subject to deferral
      or restriction 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
      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

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      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.

         (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.

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      Each Committee shall have the sole discretion to determine whether, or to
      what extent, Performance Factors are achieved; provided, however, that
      payment 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 such Stock 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 of descent and distribution.

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         (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 an Award, 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 to make 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 shall
      have any claim to be 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 covered by an 
      Award until the date of the issuance of a stock certificate to him, 
      her or it for such shares.

         (g) UNFUNDED STATUS OF AWARDS. The Plan is intended to constitute
      an "unfunded" plan for incentive and deferred compensation. With 
      respect to any payments or distributions not yet made to a Grantee 

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      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 fractional shares 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 law 
      principles 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 
      months of 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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