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                                BEC GROUP, INC.
                           1996 STOCK INCENTIVE PLAN
                 (AMENDED AND RESTATED AS OF OCTOBER 30, 1997)


1.       PURPOSE

         The purpose of the Plan is to provide a means through which the
Company and its Subsidiaries and Affiliates may attract able persons to enter
and remain in the employ of the Company and its Subsidiaries and Affiliates
and to provide a means whereby employees, directors and consultants of the
Company and its Subsidiaries and Affiliates can acquire and maintain Common
Stock ownership, or be paid incentive compensation measured by reference to
the value of Common Stock, thereby strengthening their commitment to the
welfare of the Company and its Subsidiaries and Affiliates and promoting an
identity of interest between stockholders and these employees.

         So that the appropriate incentive can be provided, the Plan provides
for granting Incentive Stock Options, Nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock Awards, Phantom Stock Unit Awards,
Performance Share Unit Awards and Stock Bonus Awards, or any combination of
the foregoing. The Plan also provides for the automatic formula grant of
Restricted Stock to Non-Employee Directors.

2.       DEFINITIONS

         The following definitions shall be applicable throughout the Plan.

         (a) "Affiliate" means any affiliate of the Company within the meaning
of 17 CFR ss. 230.405.

         (b) "Award" means, individually or collectively, any Incentive Stock
Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock
Award, Phantom Stock Unit Award, Performance Share Unit Award, Stock Bonus
Award or Director Stock Award.

         (c) "Award Period" means a period of time within which performance is
measured for the purpose of determining whether an Award of Performance Share
Units has been earned.

         (d) "Benson" means Benson Eyecare Corporation, a Delaware corporation
and former Parent of the Company.

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

         (f) "Cause" means the Company, a Subsidiary or Affiliate having cause
to terminate a Participant's employment or service 

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under any existing employment, consulting or any other agreement between the
Participant and the Company or a Subsidiary or Affiliate or, in the absence of
such an employment, consulting or other agreement, upon (i) the determination
by the Committee that the Participant has ceased to perform his duties to the
Company, a Subsidiary or Affiliate (other than as a result of his incapacity
due to physical or mental illness or injury), which failure amounts to an
intentional and extended neglect of his duties to such party, (ii) the
Committee's determination that the Participant has engaged or is about to
engage in conduct materially injurious to the Company, a Subsidiary or
Affiliate or (iii) the Participant having been convicted of a felony.

         (g) "Change in Control" shall, unless the Board otherwise directs by
resolution adopted prior thereto or, in the case of a particular award, the
applicable Award agreement states otherwise, be deemed to occur if (i) any
"person" (as that term is used in Sections 13 and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner (as that term is used in Section 13(d)
of the Exchange Act), directly or indirectly, of 50% or more of either the
outstanding shares of Common Stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally, (ii)
during any period of two consecutive years beginning on the date of the
consummation of the Spinoff, individuals who constitute the Board at the
beginning of such period cease for any reason to constitute at least a
majority thereof, unless the election or the nomination for election by the
Company's shareholders of each new director was approved by a vote of at least
three-quarters of the directors then still in office who were directors, or
approved by directors, at the beginning of the Spinoff period or (iii) the
Company undergoes a liquidation or dissolution or a sale of all or
substantially all of the assets of the Company. Neither the Spinoff nor any
merger, consolidation or corporate reorganization in which the owners of the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally prior to said combination, own 50% or more of the
resulting entity's outstanding voting securities shall, by itself, be
considered a Change in Control.

         (h) "Code" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to such section and any regulations
under such section.

         (i) "Committee" means the full Board, the Compensation Committee of
the Board or such other committee of at least two people as the Board may
appoint to administer the Plan.

         (j) "Common Stock" means the common stock par value $0.01 per share,
of the Company.

         (k) "Company" means BEC Group, Inc.




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         (l) "Date of Grant" means the date on which the granting of an Award
is authorized or such other date as may be specified in such authorization.

         (m) "Director Stock Option" means the Award of a Nonqualified Stock
Option to Non-Employee Directors pursuant to Section 12.

         (n) "Director Stock Option Agreement" means the agreement entered
into with respect to a Director Stock Option pursuant to Section 12.

         (o) "Disability" means disability as defined in the long-term
disability plan of the Company, a Subsidiary or Affiliate, as may be
applicable to the Participant in question, or, in the absence of such a plan,
the complete and permanent inability by reason of illness or accident to
perform the duties of the occupation at which a Participant was employed or
served when such disability commenced or, if the Participant was retired when
such disability commenced, the inability to engage in any substantial gainful
activity, in either case as determined by the Committee based upon medical
evidence acceptable to it.

         (p) "Disinterested Person" means a person who is (i) a "nonemployee
director" within the meaning of Rule 16b-3 under the Exchange Act, or any
successor rule or regulation and (ii) an "outside director" within the meaning
of Section 162(m) of the Code; provided, however, that clause (ii) shall apply
only with respect to grants of Awards with respect to which the Company's tax
deduction could be limited by Section 162(m) of the Code if such clause did
not apply.

         (q) "Eligible Person" means any (i) person regularly employed by the
Company, a Subsidiary or Affiliate who satisfies all of the requirements of
Section 6; provided, however, that no such employee covered by a collective
bargaining agreement shall be an Eligible Person unless and to the extent that
such eligibility is set forth in such collective bargaining agreement or in an
agreement or instrument relating thereto; (ii) director of the Company, a
Subsidiary or Affiliate; or (iii) consultant to the Company, a Subsidiary or
Affiliate.

         (r) "Exchange Act" means the Securities Exchange Act of 1934.

         (s) "Fair Market Value" on a given date means (i) if the Stock is
listed on a national securities exchange, the mean between the highest and
lowest sale prices reported as having occurred on the primary exchange with
which the Stock is listed and traded on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding date on which
such a sale was reported; (ii) if the Stock is not listed on any national
securities exchange but is quoted in the National Market System of the
National Association of Securities Dealers 


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Automated Quotation System on a last sale basis, the average between the high
bid price and low ask price reported on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding date on which a
sale was reported; (iii) if the Stock is not listed on a national securities
exchange nor quoted in the National Market System of the National Association
of Securities Dealers Automated Quotation System on a last sale basis, the
amount determined by the Committee to be the fair market value based upon a
good faith attempt to value the Stock accurately and computed in accordance
with applicable regulations of the Internal Revenue Service; or (iv)
notwithstanding clauses (i) - (iii) above, with respect to Awards granted as
of the consummation of the Spinoff, the price at which the Stock first begins
trading in a public trading market in connection with the Spinoff.

         (t) "Holder" means a Participant who has been granted an Award.

         (u) "Incentive Stock Option" means an Option granted by the Committee
to a Participant under the Plan which is designated by the Committee as an
Incentive Stock Option pursuant to Section 422 of the Code.

         (v) "Merger" means the merger of ILC Technologies, Inc. with and into
BILC Acquisition Corp., a wholly owned subsidiary of the Company, as
contemplated in the Agreement and Plan of Merger, dated as of October 30, 1997
as amended by Amendment No. 1 to the Merger Agreement dated January 6, 1998,
by and among ILC Technologies, Inc., BILC Acquisition Corp. and the Company.

         (w) "Non-Employee Director" means a director of the Company who is
not also an employee of the Company.

         (x) "Nonqualified Stock Option" means an Option granted by the
Committee to a Participant under the Plan which is not designated by the
Committee as an Incentive Stock Option.

         (y) "Normal Termination" means termination of employment or service
with the Company and all Subsidiaries and Affiliates:

                  (i)      Upon retirement pursuant to the retirement plan of
                           the Company, a Subsidiary or Affiliate, as may be
                           applicable at the time to the Participant in
                           question;

                  (ii)     On account of Disability;

                  (iii)    With the written approval of the Committee; or

                  (iv)     By the Company, a Subsidiary or Affiliate without
                           Cause.



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         (z) "Option" means an Award granted under Section 7 of the Plan.

         (aa) "Option Period" means the period described in Section 7(c).

         (ab) "Option Price" means the exercise price set for an Option
described in Section 7(a).

         (ac) "Participant" means an Eligible Person who has been selected by
the Committee to participate in the Plan and to receive an Award pursuant to
Section 6 and a Non-Employee Director who has received an automatic grant of
Restricted Stock pursuant to Section 12.

         (ad) "Performance Goals" means the performance objectives of the
Company, a Subsidiary or Affiliate during an Award Period or Restricted Period
established for the purpose of determining whether, and to what extent, Awards
will be earned for an Award Period or Restricted Period.

         (ae) "Performance Share Unit" means a hypothetical investment
equivalent equal to one share of Stock granted in connection with an Award
made under Section 9 of the Plan.

         (af) "Phantom Stock Unit" means a hypothetical investment equivalent
equal to one share of Stock granted in connection with an Award made under
Section 10 of the Plan.

         (ag) "Plan" means the Company's 1996 Stock Incentive Plan (Amended
and Restated as of October 30, 1997).

         (ah) "Restricted Period" means, with respect to any share of
Restricted Stock or any Phantom Stock Unit, the period of time determined by
the Committee during which such Award is subject to the restrictions set forth
in Section 10.

         (ai) "Restricted Stock" means shares of Stock issued or transferred
to a Participant subject to forfeiture and the other restrictions set forth in
Section 10.

         (aj) "Restricted Stock Award" means an Award of Restricted Stock
granted under Section 10 of the Plan.

         (ak) "Securities Act" means the Securities Act of 1933, as amended.

         (al) "Stock" means the Common Stock or such other authorized shares
of stock of the Company as the Committee may from time to time authorize for
use under the Plan.

         (am) "Stock Appreciation Right" or "SAR" means an Award granted under
Section 8 of the Plan.



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         (an) "Stock Bonus" means an Award granted under Section 11 of the
Plan.

         (ao) "Stock Option Agreement" means the agreement between the Company
and a Participant who has been granted an Option pursuant to Section 7 which
defines the rights and obligations of the parties as required in Section 7(d).

         (ap) "Subsidiary" means any subsidiary of the Company as defined in
Section 424(f) of the Code.

         (aq) "Vested Unit" shall have the meaning ascribed thereto in Section
10(e).

3.       EFFECTIVE DATE, DURATION AND SHAREHOLDER APPROVAL

         The Plan is effective as of April 2, 1996, the date of adoption of
the Plan by the Board. The effectiveness of the Plan and the validity of any
and all Awards granted pursuant to the Plan is contingent upon approval of the
Plan by the stockholders of the Company in a manner which complies with Rule
16b-3 promulgated pursuant to the Exchange Act and Section 422(b)(1) of the
Code. Unless and until the stockholders approve the Plan in compliance
therewith, no Award granted under the Plan shall be effective. See Section 18
for the applicability of the shareholder approval requirements of Section
162(m) of the Code.

         The expiration date of the Plan, after which no Awards may be granted
hereunder, shall be April 2, 2006; provided, however, that the administration
of the Plan shall continue in effect until all matters relating to the payment
of Awards previously granted have been settled.

4.       ADMINISTRATION

         The Committee shall administer the Plan. Unless the full Board is
acting as the Committee, each member of the Committee shall, at the time he
takes any action with respect to an Award under the Plan, be a Disinterested
Person. The majority of the members of the Committee shall constitute a
quorum. The acts of a majority of the members present at any meeting at which
a quorum is present or acts approved in writing by a majority of the Committee
shall be deemed the acts of the Committee.

         Subject to the provisions of the Plan, the Committee shall have
exclusive power to:

         (a) Select the Eligible Persons to participate in the Plan;

         (b) Determine the nature and extent of the Awards, other than
Director Stock Options, to be made to each Participant;



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         (c) Determine the time or times when Awards, other than Director
Stock Options, will be made;

         (d) Determine the duration of each Award Period and Restricted
Period, except with respect to a Director Stock Option;

         (e) Determine the conditions to which the payment of Awards, other
than Director Stock Options, may be subject;

         (f) Establish the Performance Goals for each Award Period;

         (g) Prescribe the form of Stock Option Agreement or other form or
forms evidencing Awards; and

         (h) Cause records to be established in which there shall be entered,
from time to time as Awards are made to Participants, the date of each Award,
the number of Incentive Stock Options, Nonqualified Stock Options, SARs,
Phantom Stock Units, Performance Share Units, shares of Restricted Stock and
Stock Bonuses awarded to each Participant, the expiration date, the Award
Period and the duration of any applicable Restricted Period.

         The Committee shall have the authority, subject to the provisions of
the Plan, to establish, adopt, or revise such rules and regulations and to
make all such determinations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan. The Committee's interpretation
of the Plan or any documents evidencing Awards granted pursuant thereto and
all decisions and determinations by the Committee with respect to the Plan
shall be final, binding, and conclusive on all parties unless otherwise
determined by the Board.

5.       GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

         The Committee may, from time to time, grant Awards of Options, Stock
Appreciation Rights, Restricted Stock, Phantom Stock Units, Performance Share
Units and/or Stock Bonuses to one or more Eligible Persons; provided, however,
that:

         (a) Subject to Section 14, the aggregate number of shares of Stock
available for issuance with respect to all Awards is 4,250,000 shares;

         (b) Such shares shall be deemed to have been used in payment of
Awards whether they are actually delivered or the Fair Market Value equivalent
of such shares is paid in cash. In the event any Option, SAR not attached to
an Option, Restricted Stock, Phantom Stock Unit or Performance Share Unit
shall be surrendered, terminate, expire, or be forfeited, the number of shares
of Stock no longer subject thereto shall thereupon be 


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released and shall thereafter be available for new Awards under the Plan;

         (c) Stock delivered by the Company in settlement of Awards under the
Plan may be authorized and unissued Stock or Stock held in the treasury of the
Company or may be purchased on the open market or by private purchase; and

         (d) No person may be granted Options or SARs under the Plan with
respect to more than 1,000,000 shares of Stock.

6.       ELIGIBILITY

         Participation shall be limited to Eligible Persons who have received
written notification from the Committee, or from a person designated by the
Committee, that they have been selected to participate in the Plan and
Non-Employee Directors who receive Director Stock Options.

7.       DISCRETIONARY GRANT OF STOCK OPTIONS

         The Committee is authorized to grant one or more Incentive Stock
Options or Nonqualified Stock Options to any Eligible Person; provided,
however, that no Incentive Stock Options shall be granted to any Eligible
Person who is not an employee of the Company or a Subsidiary. Each Option so
granted shall be subject to the following conditions, or to such other
conditions as may be reflected in the applicable Stock Option Agreement.

         (A) OPTION PRICE. The exercise price ("Option Price") per share of
Stock for each Option shall be set by the Committee at the time of grant but
shall not be less than (i) in the case of an Incentive Stock Option, and
subject to Section 7(e), the Fair Market Value of a share of Stock at the Date
of Grant, and (ii) in the case of a Non-Qualified Stock Option, the par value
of a share of Stock; provided, however, that all Options intended to qualify
as "performance-based compensation" under Section 162(m) of the Code shall
have an Option Price per share of Stock no less than the Fair Market Value of
a share of Stock on the Date of Grant.

         (B) MANNER OF EXERCISE AND FORM OF PAYMENT. Options which have become
exercisable may be exercised by delivery of written notice of exercise to the
Committee accompanied by payment of the Option Price. The Option Price shall
be payable in cash and/or shares of Stock valued at the Fair Market Value at
the time the Option is exercised (provided, however, that such shares have
either been held for six months or previously acquired on the open market) or,
in the discretion of the Committee, either (i) in other property having a fair
market value on the date of exercise equal to the Option Price, or (ii) by
delivering to the Committee a copy of irrevocable instructions to a
stockbroker to 


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deliver promptly to the Company an amount of sale or loan proceeds sufficient 
to pay the Option Price.

         (C) OPTION PERIOD AND EXPIRATION. Options shall vest and become
exercisable in such manner and on such date or dates determined by the
Committee and shall expire after such period, not to exceed ten years, as may
be determined by the Committee (the "Option Period"); provided, however, that
notwithstanding any vesting dates set by the Committee, the Committee may in
its sole discretion accelerate the exercisability of any Option, which
acceleration shall not affect the terms and conditions of any such Option
other than with respect to exercisability. If an Option is exercisable in
installments, such installments or portions thereof which become exercisable
shall remain exercisable until the Option expires. Unless otherwise stated in
the applicable Option Agreement, the Option shall expire earlier than the end
of the Option Period in the following circumstances:

                  (i)      If prior to the end of the Option Period, the
                           Holder shall undergo a Normal Termination, the
                           Option shall expire on the earlier of the last day
                           of the Option Period or the date that is three
                           months after the date of such Normal Termination.
                           In such event, the Option shall remain exercisable
                           by the Holder until its expiration, only to the
                           extent the Option was exercisable at the time of
                           such Normal Termination.

                  (ii)     If the Holder dies prior to the end of the Option
                           Period and while still in the employ or service of
                           the Company, a Subsidiary or Affiliate, or within
                           three months of Normal Termination, the Option
                           shall expire on the earlier of the last day of the
                           Option Period or the date that is twelve months
                           after the date of death of the Holder. In such
                           event, the Option shall remain exercisable by the
                           person or persons to whom the Holder's rights under
                           the Option pass by will or the applicable laws of
                           descent and distribution until its expiration, only
                           to the extent the Option was exercisable by the
                           Holder at the time of death.

                  (iii)    If the Holder ceases employment or service with the
                           Company and all Subsidiaries and Affiliates for
                           reasons other than Normal Termination or death, the
                           Option shall expire immediately upon such cessation
                           of employment or service.

         (D) STOCK OPTION AGREEMENT - OTHER TERMS AND CONDITIONS. Each Option
granted under the Plan shall be evidenced by a Stock Option Agreement, which
shall contain such provisions as may be 


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determined by the Committee and, except as may be specifically stated otherwise
in such Stock Option Agreement, which shall be subject to the following terms 
and conditions:

         (i)      Each Option or portion thereof that is exercisable shall be
                  exercisable for the full amount or for any part thereof.

         (ii)     Each share of Stock purchased through the exercise of an
                  Option shall be paid for in full at the time of the
                  exercise. Each Option shall cease to be exercisable, as to
                  any share of Stock, when the Holder purchases the share or
                  exercises a related SAR or when the Option expires.

         (iii)    Subject to Section 13(k), Options shall not be transferable
                  by the Holder except by will or the laws of descent and
                  distribution and shall be exercisable during the Holder's
                  lifetime only by him.

         (iv)     Each Option shall vest and become exercisable by the Holder
                  in accordance with the vesting schedule established by the
                  Committee and set forth in the Stock Option Agreement.

         (v)      Each Stock Option Agreement may contain a provision that,
                  upon demand by the Committee for such a representation, the
                  Holder shall deliver to the Committee at the time of any
                  exercise of an Option a written representation that the
                  shares to be acquired upon such exercise are to be acquired
                  for investment and not for resale or with a view to the
                  distribution thereof. Upon such demand, delivery of such
                  representation prior to the delivery of any shares issued
                  upon exercise of an Option shall be a condition precedent to
                  the right of the Holder or such other person to purchase any
                  shares. In the event certificates for Stock are delivered
                  under the Plan with respect to which such investment
                  representation has been obtained, the Committee may cause a
                  legend or legends to be placed on such certificates to make
                  appropriate reference to such representation and to restrict
                  transfer in the absence of compliance with applicable
                  federal or state securities laws.

         (vi)     Each Incentive Stock Option Agreement shall contain a
                  provision requiring the Holder to notify the Company in
                  writing immediately after the Holder makes a disqualifying
                  disposition of 


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                  any Stock acquired pursuant to the exercise of such
                  Incentive Stock Option. A disqualifying disposition is any
                  disposition (including any sale) of such Stock before the
                  later of (a) two years after the Date of Grant of the
                  Incentive Stock Option or (b) one year after the date the
                  Holder acquired the Stock by exercising the Incentive Stock
                  Option.

         (e) INCENTIVE STOCK OPTION GRANTS TO 10% STOCKHOLDERS.
Notwithstanding anything to the contrary in this Section 7, if an Incentive
Stock Option is granted to a Holder who owns stock representing more than ten
percent of the voting power of all classes of stock of the Company or of a
Subsidiary, the Option Period shall not exceed five years from the Date of
Grant of such Option and the Option Price shall be at least 110 percent of the
Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

         (f) $100,000 PER YEAR LIMITATION FOR INCENTIVE STOCK OPTIONS. To the
extent the aggregate Fair Market Value (determined as of the Date of Grant) of
Stock for which Incentive Stock Options are exercisable for the first time by
any Participant during any calendar year (under all plans of the Company and
its Subsidiaries) exceeds $100,000, such excess Incentive Stock Options shall
be treated as Nonqualified Stock Options.

         (g) VOLUNTARY SURRENDER. The Committee may permit the voluntary
surrender of all or any portion of any Nonqualified Stock Option and its
corresponding SAR, if any, granted under the Plan to be conditioned upon the
granting to the Holder of a new Option for the same or a different number of
shares as the Option surrendered or require such voluntary surrender as a
condition precedent to a grant of a new Option to such Participant. Such new
Option shall be exercisable at an Option Price, during an Option Period, and
in accordance with any other terms or conditions specified by the Committee at
the time the new Option is granted, all determined in accordance with the
provisions of the Plan without regard to the Option Price, Option Period, or
any other terms and conditions of the Nonqualified Stock Option surrendered.

8.       STOCK APPRECIATION RIGHTS

         Any Option granted under the Plan may include SARs, either at the
Date of Grant or, except in the case of an Incentive Stock Option, by
subsequent amendment. The Committee also may award SARs to Eligible Persons
independent of any Option. An SAR shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose,
including, but not limited to, the following:



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         (a) VESTING. SARs granted in connection with an Option shall become
exercisable, be transferable and shall expire according to the same vesting
schedule, transferability rules and expiration provisions as the corresponding
Option. An SAR granted independent of an Option shall become exercisable, be
transferable and shall expire in accordance with a vesting schedule,
transferability rules and expiration provisions as established by the
Committee and reflected in an Award agreement.

         (b) AUTOMATIC EXERCISE. If on the last day of the Option Period (or
in the case of an SAR independent of an Option, the period established by the
Committee after which the SAR shall expire), the Fair Market Value of the
Stock exceeds the Option Price (or in the case of an SAR granted independent
of an Option, the Fair Market Value of the Stock on the Date of Grant), the
Holder has not exercised the SAR or the corresponding Option, and neither the
SAR nor the corresponding Option has expired, such SAR shall be deemed to have
been exercised by the Holder on such last day and the Company shall make the
appropriate payment therefor.

         (c) PAYMENT. Upon the exercise of an SAR, the Company shall pay to
the Holder an amount equal to the number of shares subject to the SAR
multiplied by the excess, if any, of the Fair Market Value of one share of
Stock on the exercise date over the Option Price, in the case of an SAR
granted in connection with an Option, or the Fair Market Value of one share of
Stock on the Date of Grant, in the case of an SAR granted independent of an
Option. With respect to SARs exercised before the Company has been subject to
the reporting requirements of Section 13(a) of the Exchange Act for one year,
the Company shall issue or transfer to the Participant shares of Stock with a
Fair Market Value at such time equal to 100 percent of any such excess. With
respect to SARs exercised after the Company has been subject to such reporting
requirements for at least one year, the Company shall pay such excess in cash,
in shares of Stock valued at Fair Market Value, or any combination thereof, as
determined by the Committee. Fractional shares shall be settled in cash.

         (d) METHOD OF EXERCISE. A Participant may exercise an SAR at such
time or times as may be determined by the Committee at the time of grant by
filing an irrevocable written notice with the Committee or its designee,
specifying the number of SARs to be exercised, and the date on which such SARs
were awarded.

         (e) EXPIRATION. Except as otherwise provided in the case of SARs
granted in connection with Options, an SAR shall expire on a date designated
by the Committee which is not later than ten years after the Date of Grant of
the SAR.

9.       PERFORMANCE SHARES



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         (a) AWARD GRANTS. The Committee is authorized to establish
Performance Share programs to be effective over designated Award Periods
determined by the Committee. At the beginning of each Award Period, the
Committee will establish in writing Performance Goals based upon financial
objectives for the Company for such Award Period and a schedule relating the
accomplishment of the Performance Goals to the Awards to be earned by
Participants. Performance Goals may include absolute or relative growth in
earnings per share or rate of return on stockholders' equity or other
measurement of corporate performance and may be determined on an individual
basis or by categories of Participants. The Committee shall determine the
number of Performance Share Units to be awarded, if any, to each Participant
who is selected to receive such an Award. The Committee may add new
Participants to a Performance Share program after its commencement by making
pro rata grants.

         (b) DETERMINATION OF AWARD. At the completion of a Performance Share
Award Period, or at other times as specified by the Committee, the Committee
shall calculate the number of shares of Stock earned with respect to each
Participant's Performance Share Unit Award by multiplying the number of
Performance Share Units granted to the Participant by a performance factor
representing the degree of attainment of the Performance Goals.

         (c) PARTIAL AWARDS. A Participant for less than a full Award Period,
whether by reason of commencement or termination of employment or otherwise,
shall receive such portion of an Award, if any, for that Award Period as the
Committee shall determine.

         (d) PAYMENT OF PERFORMANCE SHARE UNIT AWARDS. Performance Share Unit
Awards shall be payable in that number of shares of Stock determined in
accordance with Section 9(b); provided, however, that, at its discretion, the
Committee may make payment to any Participant in the form of cash upon the
specific request of such Participant. The amount of any payment made in cash
shall be based upon the Fair Market Value of the Stock on the day prior to
payment. Payments of Performance Share Unit Awards shall be made as soon as
practicable after the completion of an Award Period.

         (e) ADJUSTMENT OF PERFORMANCE GOALS. The Committee may, during the
Award Period, make such adjustments to Performance Goals as it may deem
appropriate, to compensate for, or reflect, (i) extraordinary or non-recurring
events experienced during an Award Period by the Company or by any other
corporation whose performance is relevant to the determination of whether
Performance Goals have been attained; (ii) any significant changes that may
have occurred during such Award Period in applicable accounting rules or
principles or changes in the Company's method of accounting or in that of any
other corporation whose performance is relevant to the determination of
whether an Award has been earned or (iii) any significant changes


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that may have occurred during such Award Period in tax laws or other laws or
regulations that alter or affect the computation of the measures of
Performance Goals used for the calculation of Awards; provided, however, that
with respect to such Awards intended to qualify as "performance-based
compensation" under Section 162(m) of the Code, such adjustment shall be made
only to the extent that the Committee determines that such adjustments may be
made without a loss of deductibility for such Award under Section 162(m) of
the Code.

10.      DISCRETIONARY RESTRICTED STOCK AWARDS AND PHANTOM STOCK UNITS

         (a)      AWARD OF RESTRICTED STOCK AND PHANTOM STOCK UNITS.

                  (i)      The Committee shall have the authority (1) to grant
                           Restricted Stock and Phantom Stock Unit Awards to
                           Eligible Persons, (2) to issue or transfer
                           Restricted Stock to Participants, and (3) to
                           establish terms, conditions and restrictions
                           applicable to such Restricted Stock and Phantom
                           Stock Units, including the Restricted Period, which
                           may differ with respect to each grantee, the time
                           or times at which Restricted Stock or Phantom Stock
                           Units shall be granted or become vested and the
                           number of shares or units to be covered by each
                           grant.

                  (ii)     The Holder of a Restricted Stock Award shall
                           execute and deliver to the Company an Award
                           agreement with respect to the Restricted Stock
                           setting forth the restrictions applicable to such
                           Restricted Stock. If the Committee determines that
                           the Restricted Stock shall be held in escrow rather
                           than delivered to the Holder pending the release of
                           the applicable restrictions, the Holder
                           additionally shall execute and deliver to the
                           Company (i) an escrow agreement satisfactory to the
                           Committee, and (ii) the appropriate blank stock
                           powers with respect to the Restricted Stock covered
                           by such agreements. If a Participant shall fail to
                           execute a Restricted Stock agreement and, if
                           applicable, an escrow agreement and stock powers,
                           the Award shall be null and void. Subject to the
                           restrictions set forth in Section 10(b), the Holder
                           shall generally have the rights and privileges of a
                           stockholder as to such Restricted Stock, including
                           the right to vote such Restricted Stock. At the
                           discretion of the Committee, cash dividends and
                           stock dividends with respect to the Restricted


                                      14
<PAGE>

                           Stock may be either currently paid to the Holder or
                           withheld by the Company for the Holder's account,
                           and interest may be paid on the amount of cash
                           dividends withheld at a rate and subject to such
                           terms as determined by the Committee. Cash
                           dividends or stock dividends so withheld by the
                           Committee shall not be subject to forfeiture.

                  (iii)    Upon the Award of Restricted Stock, the Committee
                           shall cause a stock certificate registered in the
                           name of the Holder to be issued and, if it so
                           determines, deposited together with the stock
                           powers with an escrow agent designated by the
                           Committee. If an escrow arrangement is used, the
                           Committee shall cause the escrow agent to issue to
                           the Holder a receipt evidencing any stock
                           certificate held by it registered in the name of
                           the Holder.

                  (iv)     The terms and conditions of a grant of Phantom
                           Stock Units shall be reflected in a written Award
                           agreement. No shares of Stock shall be issued at
                           the time a Phantom Stock Unit Award is made, and
                           the Company will not be required to set aside a
                           fund for the payment of any such Award. Holders of
                           Phantom Stock Units shall receive an amount equal
                           to the cash dividends paid by the Company upon one
                           share of Stock for each Phantom Stock Unit then
                           credited to such Holder's account ("Dividend
                           Equivalents"). The Committee shall, in its sole
                           discretion, determine whether to credit to the
                           account of, or to currently pay to, each Holder of
                           an Award of Phantom Stock Units such Dividend
                           Equivalents. Dividend Equivalents credited to a
                           Holder's account shall be subject to forfeiture on
                           the same basis as the related Phantom Stock Units,
                           and may bear interest at a rate and subject to such
                           terms as are determined by the Committee.

         (B)      RESTRICTIONS.

                  (i)      Restricted Stock awarded to a Participant shall be
                           subject to the following restrictions until the
                           expiration of the Restricted Period, and to such
                           other terms and conditions as may be set forth in
                           the applicable Award agreement: (1) if an escrow
                           arrangement is used, the Holder shall not be
                           entitled to delivery of the stock certificate; (2)
                           the shares shall be subject to the restrictions on
                           transferability set forth 


                                      15
<PAGE>

                           in the Award agreement; (3) the shares shall be
                           subject to forfeiture to the extent provided in
                           subparagraph (d) and the Award Agreement and, to
                           the extent such shares are forfeited, the stock
                           certificates shall be returned to the Company, and
                           all rights of the Holder to such shares and as a
                           shareholder shall terminate without further
                           obligation on the part of the Company.

                  (ii)     Phantom Stock Units awarded to any Participant
                           shall be subject to (1) forfeiture until the
                           expiration of the Restricted Period, to the extent
                           provided in subparagraph (d) and the Award
                           agreement, and to the extent such Awards are
                           forfeited, all rights of the Holder to such Awards
                           shall terminate without further obligation on the
                           part of the Company and (2) such other terms and
                           conditions as may be set forth in the applicable
                           Award agreement.

                  (iii)    The Committee shall have the authority to remove
                           any or all of the restrictions on the Restricted
                           Stock and Phantom Stock Units whenever it may
                           determine that, by reason of changes in applicable
                           laws or other changes in circumstances arising
                           after the date of the Restricted Stock Award or
                           Phantom Stock Award, such action is appropriate.

         (c) RESTRICTED PERIOD. The Restricted Period of Restricted Stock and
Phantom Stock Units shall commence on the Date of Grant and shall expire from
time to time as to that part of the Restricted Stock and Phantom Stock Units
indicated in a schedule established by the Committee.

         (d) FORFEITURE PROVISIONS. Except to the extent determined by the
Committee and reflected in the underlying Award agreement, in the event a
Holder terminates employment with the Company and all Subsidiaries and
Affiliates during a Restricted Period, that portion of the Award with respect
to which restrictions have not expired ("Non-Vested Portion") shall be treated
as follows.

                  (i)      Upon the voluntary resignation of a Participant or
                           discharge by the Company, a Subsidiary or Affiliate
                           for Cause, the Non-Vested Portion of the Award
                           shall be completely forfeited.

                  (ii)     Upon Normal Termination, the Non-Vested Portion of
                           the Award shall be prorated for service during the
                           Restricted Period and shall be received as soon as
                           practicable following termination.

                                      16
<PAGE>

                  (iii)    Upon death, the Non-Vested Portion of the Award
                           shall be prorated for service during the Restricted
                           Period and paid to the Participant's beneficiary as
                           soon as practicable following death.

         (e) DELIVERY OF RESTRICTED STOCK AND SETTLEMENT OF PHANTOM STOCK
UNITS. Upon the expiration of the Restricted Period with respect to any shares
of Stock covered by a Restricted Stock Award, the restrictions set forth in
Section 10(b) and the Award agreement shall be of no further force or effect
with respect to shares of Restricted Stock which have not then been forfeited.
If an escrow arrangement is used, upon such expiration, the Company shall
deliver to the Holder, or his beneficiary, without charge, the stock
certificate evidencing the shares of Restricted Stock which have not then been
forfeited and with respect to which the Restricted Period has expired (to the
nearest full share) and any cash dividends or stock dividends credited to the
Holder's account with respect to such Restricted Stock and the interest
thereon, if any.

         Upon the expiration of the Restricted Period with respect to any
Phantom Stock Units covered by a Phantom Stock Unit Award, the Company shall
deliver to the Holder, or his beneficiary, without charge, one share of Stock
for each Phantom Stock Unit which has not then been forfeited and with respect
to which the Restricted Period has expired ("Vested Unit") and cash equal to
any Dividend Equivalents credited with respect to each such Vested Unit and
the interest thereon, if any; provided, however, that, if so noted in the
applicable Award agreement, the Committee may, in its sole discretion, elect
to pay cash or part cash and part Stock in lieu of delivering only Stock for
Vested Units. If cash payment is made in lieu of delivering Stock, the amount
of such payment shall be equal to the Fair Market Value of the Stock as of the
date on which the Restricted Period lapsed with respect to such Vested Unit.

         (f) STOCK RESTRICTIONS. Each certificate representing Restricted
Stock awarded under the Plan shall bear the following legend until the lapse
of all restrictions with respect to such Stock:

             "Transfer of this certificate and the shares represented hereby is
restricted pursuant to the terms of a Restricted Stock Agreement, dated as of
         , between BEC Group, Inc. and           . A copy of such Agreement is 
on file at the offices of the Company at 555 Theodore Avenue, Rye, New York 
10580." ---------

Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legended securities.

11.      STOCK BONUS AWARDS



                                      17
<PAGE>

         The Committee may issue unrestricted Stock under the Plan to Eligible
Persons, alone or in tandem with other Awards, in such amounts and subject to
such terms and conditions as the Committee shall from time to time in its sole
discretion determine. Stock Bonus Awards under the Plan shall be granted as,
or in payment of, a bonus, or to provide incentives or recognize special
achievements or contributions.

12.      AUTOMATIC GRANTS OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS

         Upon the consummation of the Merger each Non-Employee Director shall
be automatically granted a Nonqualified Stock Option to purchase 10,000 shares
of Stock. Thereafter, on the date any person first becomes a Non-Employee
Director, such person shall be automatically granted without further action by
the Board or the Committee a Nonqualified Stock Option to purchase 10,000
shares of Stock. Thereafter, beginning in 1999, for the remainder of the term
of the Plan and provided he remains a Non- Employee Director of the Company,
on the date of each of the Company's Annual Meeting of Stockholders, each
Non-Employee Director shall be automatically granted without further action by
the Board or the Committee a Nonqualified Stock Option to purchase 2,500
shares of Stock. All such Options granted to Non-Employee Directors shall
hereinafter be referred to as Director Stock Options.

         (a) OPTION PRICE; TERM. All Director Stock Options shall have an
Option Price per share equal to the Fair Market Value of a share of Stock on
the Date of Grant. All Director Stock Options shall vest and become
exercisable over a period of four years at the rate of 25% of each grant
annually on each of the four consecutive anniversaries of the Date of Grant
directly following the Date of Grant provided the Non-Employee Director's
services as a director continues through each such anniversary. The term of
each Director Stock Option ("Term"), after which each such Option shall
expire, shall be ten years from the date of Grant.

         (b) EXPIRATION. If prior to the expiration of the Term of a Director
Stock Option the Non-Employee Director shall cease to be a member of the Board
for any reason other than his death, the Director Stock Option shall expire on
the earlier of the expiration of the Term or the date that is three months
after the date of such cessation. If prior to the expiration of the Term of a
Director Stock Option a Non-Employee Director shall cease to be a member of
the Board by reason of his death, the Director Stock Option shall expire on
the earlier of the expiration of the Term or the date that is one year after
the date of such cessation. In the event a Non-Employee Director ceases to be
a member of the Board for any reason, any unexpired Director Stock Option
shall thereafter be exercisable until its expiration only 


                                      18
<PAGE>

to the extent that such Option was exercisable at the time of such cessation.

         (c) DIRECTOR STOCK OPTION AGREEMENT. Each Director Stock Option shall
be evidenced by a Director Stock Option Agreement, which shall contain such
provisions as may be determined by the Committee.

         (d) NONTRANSFERABILITY. Subject to Section 13(k), Director Stock
Options shall not be transferable except by will or the laws of descent and
distribution and shall be exercisable during the Non-Employee Director's
lifetime only by him.

13.      GENERAL

         (a) ADDITIONAL PROVISIONS OF AN AWARD. Awards under the Plan also may
be subject to such other provisions (whether or not applicable to the benefit
awarded to any other Participant) as the Committee determines appropriate
including, without limitation, provisions to assist the Participant in
financing the purchase of Stock upon the exercise of Options, provisions for
the forfeiture of or restrictions on resale or other disposition of shares of
Stock acquired under any Award, provisions giving the Company the right to
repurchase shares of Stock acquired under any Award in the event the
Participant elects to dispose of such shares, and provisions to comply with
Federal and state securities laws and Federal and state tax withholding
requirements. Any such provisions shall be reflected in the applicable Award
agreement.

         (b) PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Awards hereunder
until such shares have been issued to that person.

         (c) GOVERNMENT AND OTHER REGULATIONS. The obligation of the Company
to make payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by governmental
agencies as may be required. Notwithstanding any terms or conditions of any
Award to the contrary, the Company shall be under no obligation to offer to
sell or to sell and shall be prohibited from offering to sell or selling any
shares of Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and
Exchange Commission or unless the Company has received an opinion of counsel,
satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms
and conditions of such exemption have been fully complied with. The Company
shall be under no 


                                      19
<PAGE>

obligation to register for sale under the Securities Act any of the shares of
Stock to be offered or sold under the Plan. If the shares of Stock offered for
sale or sold under the Plan are offered or sold pursuant to an exemption from
registration under the Securities Act, the Company may restrict the transfer
of such shares and may legend the Stock certificates representing such shares
in such manner as it deems advisable to ensure the availability of any such
exemption.

         (d) TAX WITHHOLDING. Notwithstanding any other provision of the Plan,
the Company, a Subsidiary or an Affiliate, as appropriate, shall have the
right to deduct from all Awards cash and/or Stock, valued at Fair Market Value
on the date of payment, in an amount necessary to satisfy all Federal, state
or local taxes as required by law to be withheld with respect to such Awards
and, in the case of Awards paid in Stock, the Holder or other person receiving
such Stock may be required to pay to the Company or a Subsidiary, as
appropriate, prior to delivery of such Stock, the amount of any such taxes
which the Company or Subsidiary is required to withhold, if any, with respect
to such Stock. Subject in particular cases to the disapproval of the
Committee, the Company may accept shares of Stock of equivalent Fair Market
Value in payment of such withholding tax obligations if the Holder of the
Award elects to make payment in such manner.

         (e) CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. No employee or other
person shall have any claim or right to be granted an Award under the Plan or,
having been selected for the grant of an Award, to be selected for a grant of
any other Award. Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the employ or
service of the Company, a Subsidiary or an Affiliate.

         (F) DESIGNATION AND CHANGE OF BENEFICIARY. Each Participant shall
file with the Committee a written designation of one or more persons as the
beneficiary who shall be entitled to receive the amounts payable with respect
to an Award of Performance Share Units, Phantom Stock Units or Restricted
Stock, if any, due under the Plan upon his death. A Participant may, from time
to time, revoke or change his beneficiary designation without the consent of
any prior beneficiary by filing a new designation with the Committee. The last
such designation received by the Committee shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be
effective unless received by the Committee prior to the Participant's death,
and in no event shall it be effective as of a date prior to such receipt. If
no beneficiary designation is filed by the Participant, the beneficiary shall
be deemed to be his or her spouse or, if the Participant is unmarried at the
time of death, his or her estate.

         (g) PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS. If the Committee
shall find that any person to whom any amount is 


                                      20
<PAGE>

payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due to such person or
his estate (unless a prior claim therefor has been made by a duly appointed
legal representative) may, if the Committee so directs the Company, be paid to
his spouse, child, relative, an institution maintaining or having custody of
such person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Committee and
the Company therefor.

         (h) NO LIABILITY OF COMMITTEE MEMBERS. No member of the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member or on his behalf in his capacity as a member of the
Committee nor for any mistake of judgment made in good faith, and the Company
shall indemnify and hold harmless each member of the Committee and each other
employee, officer or director of the Company to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated
or delegated, against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim) arising out of any
act or omission to act in connection with the Plan unless arising out of such
person's own fraud or willful bad faith; provided, however, that approval of
the Board shall be required for the payment of any amount in settlement of a
claim against any such person. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Articles of Incorporation or By-Laws, as a
matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.

         (i) GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to
the principles of conflicts of law thereof.

         (j) FUNDING. Except as provided under Section 10, no provision of the
Plan shall require the Company, for the purpose of satisfying any obligations
under the Plan, to purchase assets or place any assets in a trust or other
entity to which contributions are made or otherwise to segregate any assets,
nor shall the Company maintain separate bank accounts, books, records or other
evidence of the existence of a segregated or separately maintained or
administered fund for such purposes. Holders shall have no rights under the
Plan other than as unsecured general creditors of the Company, except that
insofar as they may have become entitled to payment of additional compensation
by performance of services, they shall have the same rights as other employees
under general law.



                                      21
<PAGE>

         (k) NONTRANSFERABILITY. A person's rights and interest under the
Plan, including amounts payable, may not be sold, assigned, donated, or
transferred or otherwise disposed of, mortgaged, pledged or encumbered except,
in the event of a Holder's death, to a designated beneficiary to the extent
permitted by the Plan, or in the absence of such designation, by will or the
laws of descent and distribution; provided, however, the Committee may, in its
sole discretion, allow for transfer of Awards other than Incentive Stock
Options to other persons or entities, subject to such conditions or
limitations as it may establish.

         (l) RELIANCE ON REPORTS. Each member of the Committee and each member
of the Board shall be fully justified in relying, acting or failing to act,
and shall not be liable for having so relied, acted or failed to act in good
faith, upon any report made by the independent public accountant of the
Company and its Subsidiaries and Affiliates and upon any other information
furnished in connection with the Plan by any person or persons other than
himself.

         (m) RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall
be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the
Company or any Subsidiary except as otherwise specifically provided in such
other plan.

         (n) EXPENSES. The expenses of administering the Plan shall be borne
by the Company and its Subsidiaries and Affiliates.

         (o) PRONOUNS. Masculine pronouns and other words of masculine gender
shall refer to both men and women.

         (p) TITLES AND HEADINGS. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings shall
control.

         (q) TERMINATION OF EMPLOYMENT. For all purposes herein, a person who
transfers from employment or service with the Company to employment or service
with a Subsidiary or Affiliate or vice versa shall not be deemed to have
terminated employment or service with the Company, a Subsidiary or Affiliate.

14.      CHANGES IN CAPITAL STRUCTURE

         Awards granted under the Plan and any agreements evidencing such
Awards, the maximum number of shares of Stock subject to all Awards and the
maximum number of shares of Stock with respect to which any one person may be
granted Options or SARs during any year shall be subject to adjustment or
substitution, as determined by the Committee in its sole discretion, as to the


                                      22
<PAGE>

number, price or kind of a share of Stock or other consideration subject to
such Awards or as otherwise determined by the Committee to be equitable (i) in
the event of changes in the outstanding Stock or in the capital structure of
the Company by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the
Date of Grant of any such Award or (ii) in the event of any change in
applicable laws or any change in circumstances which results in or would
result in any substantial dilution or enlargement of the rights granted to, or
available for, Participants in the Plan, or which otherwise warrants equitable
adjustment because it interferes with the intended operation of the Plan. In
addition, in the event of any such adjustments or substitution, the aggregate
number of shares of Stock available under the Plan shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. Any
adjustment in Incentive Stock Options under this Section 14 shall be made only
to the extent not constituting a "modification" within the meaning of Section
424(h)(3) of the Code, and any adjustments under this Section 14 shall be made
in a manner which does not adversely affect the exemption provided pursuant to
Rule 16b-3 under the Exchange Act. Further, with respect to Awards intended to
qualify as "performance-based compensation" under Section 162(m) of the Code,
such adjustments or substitutions shall be made only to the extent that the
Committee determines that such adjustments or substitutions may be made
without a loss of deductibility for Awards under Section 162(m) of the Code.
The Company shall give each Participant notice of an adjustment hereunder and,
upon notice, such adjustment shall be conclusive and binding for all purposes.

         Notwithstanding the above, in the event of any of the following:

         A.       The Company is merged or consolidated with another
                  corporation or entity and, in connection therewith,
                  consideration is received by shareholders of the Company in
                  a form other than stock or other equity interests of the
                  surviving entity;

         B.       All or substantially all of the assets of the Company are
                  acquired by another person;

         C.       The reorganization or liquidation of the Company; or

         D.       The Company shall enter into a written agreement to undergo
                  an event described in clauses A, B or C above,

then the Committee may, in its discretion and upon at least 10 days advance
notice to the affected persons, cancel any outstanding Awards and pay to the
Holders thereof, in cash or stock, or any combination thereof, the value of
such Awards based upon the price per share of Stock received or to be received
by 


                                      23
<PAGE>

other shareholders of the Company in the event. The terms of this Section
14 may be varied by the Committee in any particular Award agreement.

15.      EFFECT OF CHANGE IN CONTROL

         Except to the extent reflected in a particular Award agreement:

         (a) In the event of a Change in Control, notwithstanding any vesting
schedule with respect to an Award of Options (including Director Stock
Options), SARs, Phantom Stock Units or Restricted Stock, such Option or SAR
shall become immediately exercisable with respect to 100 percent of the shares
subject to such Option or SAR, and the Restricted Period shall expire
immediately with respect to 100 percent of such Phantom Stock Units or shares
of Restricted Stock.

         (b) In the event of a Change in Control, all incomplete Award Periods
in effect on the date the Change in Control occurs shall end on the date of
such change, and the Committee shall (i) determine the extent to which
Performance Goals with respect to each such Award Period have been met based
upon such audited or unaudited financial information then available as it
deems relevant, (ii) cause to be paid to each Participant partial or full
Awards with respect to Performance Goals for each such Award Period based upon
the Committee's determination of the degree of attainment of Performance
Goals, and (iii) cause all previously deferred Awards to be settled in full as
soon as possible.

         (c) In addition, in the event of a Change in Control, the Committee
may in its discretion and upon at least 10 days' advance notice to the
affected persons, cancel any outstanding Awards and pay to the Holders
thereof, in cash or stock, or any combination thereof, the value of such
Awards based upon the price per share of Stock received or to be received by
other shareholders of the Company in the event.

         (d) The obligations of the Company under the Plan shall be binding
upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Company. The Company agrees that it will make appropriate
provisions for the preservation of Participant's rights under the Plan in any
agreement or plan which it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.

16.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of this Plan by the Board nor the submission of
this Plan to the stockholders of the Company for 


                                      24
<PAGE>

approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under this Plan, and such arrangements may be either applicable generally or
only in specific cases.

17.      AMENDMENTS AND TERMINATION

         The Board may at any time terminate the Plan. Subject to Section 14,
with the express written consent of an individual Participant, the Board or
the Committee may cancel or reduce or otherwise alter outstanding Awards if,
in its judgment, the tax, accounting, or other effects of the Plan or
potential payouts thereunder would not be in the best interest of the Company.
The Board or the Committee may, at any time, or from time to time, amend or
suspend and, if suspended, reinstate, the Plan in whole or in part; provided,
however, that without further stockholder approval neither the Board nor the
Committee shall make any amendment to the Plan which would materially alter
the Plan or which would specifically:

         (a) Materially increase the maximum number of shares of Stock which
may be issued pursuant to Awards, except as provided in Section 14;

         (b) Change the minimum Option Price;

         (c) Extend the maximum Option Period; or

         (d) Extend the termination date of the Plan.





                                     * * *



As adopted by the Board of Directors of
BEC Group, Inc. as of April 2, 1996 and
as amended and restated as of October 30. 1997.




                                      25