<PAGE>   1


                                                                 EXHIBIT 10.2(a)
                                                                 ---------------
                                EKCO GROUP, INC.

                             1987 STOCK OPTION PLAN

I.       DEFINITIONS AND PURPOSES

         A.       DEFINITIONS

                  Unless otherwise specified or unless the context otherwise
                  requires, the following terms, as used in this 1987 Stock
                  Option Plan, have the following meanings:

                  (1)      "COMPANY" means Ekco Group, Inc.

                  (2)      "PLAN" means this 1987 Stock Option Plan.

                  (3)      "ADMINISTRATOR" means the Board of Directors except
                           to the extent the Board of Directors delegates its
                           authority to a committee of the Board of Directors.

                  (4)      "AFFILIATE" means a corporation which, for purposes
                           of Section 422 of the Code, is a parent or 
                           subsidiary of the Company, direct or indirect.

                  (5)      "BOARD OF DIRECTORS" means the Board of Directors of
                           the Company.

                  (6)      "BOARD MEMBER" means a member of the Board of
                           Directors.

                  (7)      "CODE" means the United States Internal Revenue Code
                           of 1986, as amended.

                  (8)      "CONSULTANT" means a person who has a relationship or
                           is otherwise affiliated with the Company as a
                           consultant.

                  (9)      "DISABILITY" or "DISABLED" means (a) with respect to
                           any Option granted pursuant hereto which is not
                           intended to be an incentive stock option within the
                           meaning of Section 422 of the Code and which is
                           granted to an Ekco Employee who is a party to an
                           employment agreement with the Company or any
                           Affiliate, which employment agreement defines
                           disability with respect to such Ekco Employee, and is
                           in full force and effect as of the date as of which
                           such disability is to be determined, notwithstanding
                           any later expiration or termination of such
                           employment agreement, such definition is in such
                           circumstances deemed incorporated herein by
                           reference; and (b) in all other circumstances,
                           permanent and total disability as defined in Section
                           105(d)(4) of the Code.

                  (10)     "EKCO EMPLOYEE" means any employee of the Company or
                           of an Affiliate (including, without limitation, an
                           employee who is also serving as an officer or
                           director of the Company or of the Affiliate).

                  (11)     "OPTION" means a right or option granted under the
                           Plan.

                  (12)     "OPTION AGREEMENT" means an agreement between the
                           Company and a Participant executed and delivered
                           pursuant to the Plan.

(02-10-98)


                                       1
<PAGE>   2

                  (13)     "PARTICIPANT" means an Ekco Employee, Board Member or
                           Consultant to whom one or more Options are granted
                           under the Plan, or, where the context requires, his
                           legal representative.

                  (14)     "PARTICIPANT'S SURVIVORS" means a deceased
                           Participant's legal representatives and/or any person
                           or persons who acquired the Participant's rights to
                           an Option by will or by the laws of descent and
                           distribution.

                  (15)     "SHARES" means the following shares of the capital
                           stock of the Company as to which Options have been or
                           may be granted under the Plan: Common Stock, $0.01
                           par value, or any shares of capital stock into which
                           the Shares are changed or for which they are
                           exchanged within the provisions of Article VII of the
                           Plan. The shares issued upon exercise of Options
                           granted under the Plan may be authorized and unissued
                           shares or shares held by the Company in its treasury,
                           or both.

         B.       PURPOSE OF THE PLAN:

                  The Plan is intended to encourage ownership of Shares by Ekco
                  Employees, Board Members and Consultants in order to attract
                  such Ekco Employees, Board Members and Consultants, to induce
                  such Ekco Employees, Board Members and Consultants to remain
                  affiliated with the Company or an Affiliate and to provide
                  additional incentive for such Ekco Employees, Board Members
                  and Consultants to promote the success of the Company or of an
                  Affiliate. Except as provided in Article XII below, it is
                  further intended that Options issued pursuant to the Plan
                  shall be eligible to constitute "incentive stock options"
                  within the meaning of Section 422 of the Code. Notwithstanding
                  the foregoing, only Ekco Employees are eligible to receive
                  "incentive stock options" under the Plan. It is also intended
                  that the Plan shall comply in all respects with Rule 16b-3 or
                  its successors ("Rule 16b-3"), promulgated pursuant to Section
                  16 of the Securities Exchange Act of 1934, as amended (the
                  "1934 Act"), with respect to Participants who are subject to
                  Section 16 of the 1934 Act, and any provision in the Plan with
                  respect to such persons contrary to Rule 16b-3 shall be deemed
                  null and void to the extent permissible by law and deemed
                  appropriate by the Administrator.

         II.      SHARES SUBJECT TO THE PLAN

                  The aggregate number of Shares as to which Options may be
                  granted from time to time shall be 5,000,000 Shares (and the
                  equivalent of such number of Shares after giving effect to any
                  stock-split, stock dividend, combination, recapitalization or
                  similar transaction effected after such date).

                  If an Option ceases to be "outstanding," in whole or in part,
                  the Shares which were subject to such Option shall be
                  available for the granting of other Options under the Plan.
                  Any Option shall be treated as "outstanding" until such Option
                  is exercised in full or terminates or expires under the
                  provisions of the Plan or by agreement of the parties to the
                  pertinent Option Agreement. The aggregate number of Shares as
                  to which incentive stock options may be granted shall be
                  subject to change only by means of an amendment of the Plan
                  duly adopted by the Company and approved by the shareholders
                  of the Company within twelve (12) months before or after the
                  date of the adoption of any such amendment, subject to the
                  provisions of Article VII.

         III.     ADMINISTRATION OF THE PLAN

                  The term "Administrator" as used herein shall mean the Board
                  of Directors or the committee (the "Committee") of the Board
                  of Directors to whom it delegates its authority and whose
                  membership shall be determined by the Board of Directors and
                  subject to change without cause and without notice, from time
                  to time, by the Board of Directors. Subject to the provisions
                  of the Plan, the Administrator is authorized to --


                                       2

<PAGE>   3

                  A.       interpret the provisions of the Plan or of any Option
                           or Option Agreement and to make all rules and
                           determinations which it deems necessary or advisable
                           for the administration of the Plan;

                  B.       determine which Ekco Employees, Board Members or
                           Consultants shall be granted Options;

                  C.       determine the number of Shares for which an Option or
                           Options shall be granted, subject to the last
                           paragraph of IV, below; and

                  D.       specify the terms and conditions upon which Options
                           may be granted;

                  E.       accelerate the time at which an Option may be
                           exercised if in its judgment it concludes that such
                           acceleration is in the best interest of the Company
                           and, if an incentive stock option, with prior written
                           consent of the Participant.

                  provided, however, that all such interpretations, rules,
                  determinations, terms and conditions shall be made and
                  prescribed in the context of preserving the tax status of the
                  Options as incentive stock options within the meaning of
                  Section 422 of the Code (hereinafter "incentive stock
                  options"), except as to Options granted pursuant to Article
                  XII, and complying with Rule 16b-3 with respect to
                  Participants who are subject to Section 16 of the 1934 Act to
                  the extent deemed appropriate by the Administrator.

         IV.      ELIGIBILITY FOR PARTICIPATION

                  Each Participant must be an employee of the Company or of an
                  Affiliate, a Board Member or a Consultant at the time an
                  Option is granted.

                  The Administrator may at any time and from time to time grant
                  one or more Options to one or more Ekco Employees, Board
                  Members or Consultants and may designate the number of Shares
                  to be optioned under each Option so granted; provided,
                  however, that (a) no Options shall be granted after the
                  expiration of the later to occur of ten (10) years from the
                  date of the adoption of the Plan by the Company or the
                  approval of the Plan by the shareholders of the Company or the
                  termination of the Plan, (b) the aggregate fair market value
                  (determined at the time of the grant of the Option) of the
                  Shares with respect to which incentive stock options are
                  exercisable for the first time by the Ekco Employee in any
                  calendar year (under the Plan and/or under any other incentive
                  stock option plan of the Company or an Affiliate) shall not
                  exceed $100,000, and (c) no individual shall be granted
                  Options to purchase more than 1,000,000 Shares under the Plan
                  during any fiscal year period.

                  Notwithstanding any of the foregoing provisions, the
                  Administrator may authorize the grant of an Option to a person
                  not then in the employ of the Company or of an Affiliate or
                  not yet a Board Member or Consultant. The actual grant of such
                  Option, however, shall be conditioned upon such person
                  becoming eligible to become a Participant at or prior to the
                  time of the execution of the Option Agreement evidencing such
                  Option.

         V.       TERMS AND CONDITIONS OF OPTIONS

                  Each Option shall be set forth in an Option Agreement
                  substantially in the form hereto annexed and marked Exhibit A
                  (except as otherwise provided in Article XII below), duly
                  executed on behalf of the Company and by the Participant to
                  whom such Option is granted. No Option shall be granted and no
                  purported grant of any Option shall be exercisable unless an
                  Option Agreement shall have been duly executed on behalf of
                  the Company and by the Participant. Each such Option Agreement
                  shall be subject to at least the following terms and
                  conditions:


                                       3
<PAGE>   4

                  A.       OPTION PRICE:

                           (1)      Except as provided in Paragraph (2) below,
                                    if the optionee owns (immediately before the
                                    Option is granted) directly or by reason of
                                    the applicable attribution rules (at Code
                                    Section 425(d)) ten percent (10%) or less of
                                    the total combined voting power of all
                                    classes of share capital of the Company or
                                    an Affiliate, the Option price (per share)
                                    of the Shares covered by each Option shall
                                    be not less than the "fair market value" as
                                    hereinafter defined (per share) of the
                                    Shares on the date of the grant of the
                                    Option. In all other cases (except as
                                    provided in Paragraph (2) below), the Option
                                    price shall be not less than one hundred ten
                                    percent (110%) of the said fair market value
                                    on the date of grant.

                           (2)      If the Option is granted pursuant to Article
                                    XII below, then the Option price (per share)
                                    of the Shares covered by such Option shall
                                    be not less than fifty percent (50%) of the
                                    "fair market value" as on the date of the
                                    grant of the Option.

                           (3)      For the purpose of the foregoing Paragraphs
                                    (1) and (2), fair market value shall be
                                    determined as follows. If such Shares are
                                    then listed on any national securities
                                    exchange, the fair market value shall be the
                                    mean between the high and low sales prices,
                                    if any, on the largest such exchange on the
                                    date of the grant of the Option, or, if
                                    none, on the most recent trade date thirty
                                    (30) days or less prior to the date of the
                                    Option. If the Shares are not then listed on
                                    any such exchange, the fair market value of
                                    such Shares shall be the mean between the
                                    closing "Bid" and the closing "Ask" prices,
                                    if, any as reported in the National
                                    Association of Securities Dealers Automated
                                    Quotation System ("NASDAQ") for the date of
                                    the grant of the Option, or if none, on the
                                    most recent trade date thirty (30) days or
                                    less prior to the date of the grant of the
                                    Option for which such quotations are
                                    reported. If the Shares are not then either
                                    listed on any such exchange or quoted in
                                    NASDAQ, the fair market value shall be the
                                    mean between the average of the "Bid" and
                                    the average of the "Ask" prices, if any, as
                                    reported in the National Daily Quotation
                                    Service for the date of the grant of the
                                    Option or, if none, for the most recent
                                    trade date thirty (30) days or less prior to
                                    the date of the grant of the Option for
                                    which such quotations are reported. If the
                                    fair market value cannot be determined under
                                    the preceding three sentences, it shall be
                                    determined in good faith by the
                                    Administrator.

                  B.       NUMBER OF SHARES:

                           Each Option shall state the number of Shares to which
                           it pertains.

                  C.       TERM OF OPTION:

                           Each Option shall terminate not more than ten (10)
                           years from the date of the grant thereof, or at such
                           earlier time as the Option Agreement may provide, and
                           shall be subject to earlier termination as herein
                           provided, except that (1) if the Option price is
                           required under Paragraph A of this Article V to be at
                           least 110% of fair market value, each such Option
                           shall terminate not more than five (5) years from the
                           date of the grant thereof, and (2) if such Option is
                           not intended to be an "incentive stock option" within
                           the meaning of Section 422 of the Code, then such
                           Option shall terminate not more than eleven (11)
                           years from the date of grant thereof.

                  D.       DATE OF EXERCISE:


                                       4
<PAGE>   5

                           Upon the authorization of the grant of an Option, the
                           Administrator may, subject to the provisions of
                           Paragraph C of this Article V, prescribe the date or
                           dates on which the Option becomes exercisable, and
                           may provide that the Option rights accrue or become
                           exercisable in installments over a period of years or
                           upon the attainment of stated goals or entirely or in
                           installments upon the occurrence of specified events.

                  E.       MEDIUM OF PAYMENT:

                           The Option price shall be payable upon the exercise
                           of the Option. It shall be payable in such form
                           (permitted by Section 422 of the Code if the Option
                           is intended to be an incentive stock option within
                           the meaning of such provision), as the Administrator
                           shall either by rules promulgated pursuant to the
                           provisions of Article III of the Plan, or in the
                           particular Option Agreement, provide.

                  F.       TERMINATION OF EMPLOYMENT, BOARD MEMBERSHIP OR
                           CONSULTANCY:

                           A participant who ceases to be an employee of the
                           Company or of an Affiliate or Board Member or
                           Consultant (for any reason other than death,
                           Disability with respect to Ekco Employees, or
                           termination by the Company or an Affiliate for
                           cause), may exercise any Option granted to such
                           Participant, to the extent that the right to purchase
                           Shares thereunder has accrued on the date of such
                           termination of employment, Board membership or
                           consultancy, but only within such term as the
                           Administrator shall designate in its discretion in
                           the pertinent Option Agreement, provided, however, in
                           no event may the Option be exercised any later than
                           the originally prescribed term of the Option and, if
                           the Option is intended to be an incentive stock
                           option within the meaning of Section 422 of the Code,
                           only within three (3) months after such date. The
                           provisions of this paragraph, and not the provisions
                           of Paragraph G and H of this Article V, shall apply
                           to an Ekco Employee who subsequently becomes Disabled
                           or any Participant who dies after the termination of
                           employment, director status or consultancy; however
                           in the case of a Participant's death, the
                           Participant's Survivors may exercise the Option
                           within six (6) months after the date of the
                           Participant's death, but in no event beyond ten (10)
                           years after the date of the grant of the Option, or
                           in the case of an Option not intended to be an
                           "incentive stock option" within the meaning of
                           Section 422 of the Code, beyond eleven (11) years
                           after the date of the grant of the Option. An Ekco
                           Employee's employment shall not be deemed terminated
                           by reason of a transfer to another entity which is
                           the Company or an Affiliate.

                           A Participant whose employment, Board membership or
                           consultancy is terminated for "cause" shall forthwith
                           upon such termination cease to have any right to
                           exercise any Option. For purposes of this paragraph,
                           "cause" shall be deemed to include (but shall not be
                           limited to) dishonesty with respect to an employer,
                           insubordination, substantial malfeasance or
                           non-feasance of duty, unauthorized disclosure of
                           confidential information and conduct substantially
                           prejudicial to the business of the Company or any
                           Affiliate. The determination of the Administrator as
                           to the existence of cause shall be conclusive on the
                           Participant and the Company. Notwithstanding the
                           foregoing, if the Participant is a party to an
                           agreement with the Company or an Affiliate, which
                           agreement defines cause for termination and is in
                           effect at the time of such termination, then for
                           purposes of application of this paragraph to such
                           Participant, cause shall be deemed to be as defined
                           in such agreement and any dispute shall be determined
                           as provided in such agreement, which determination
                           shall be conclusive on the Participant and the
                           Company.

                           An Ekco Employee to whom an Option has been granted
                           under the Plan who is absent from


                                       5

<PAGE>   6

                           work with the Company or with an Affiliate because of
                           temporary disability (any disability other than a
                           permanent and total Disability as defined at
                           Paragraph A(7) of Article I hereof), or who is on
                           leave of absence for any purpose permitted by any
                           authoritative interpretation (e.g., regulation,
                           ruling, case law, etc.) of Section 422 of the Code,
                           shall not, during the period of any such absence, be
                           deemed, by virtue of such absence alone, to have
                           terminated such Ekco Employee's employment with the
                           Company or with an Affiliate and, in the case of
                           Options not intended to be incentive stock options
                           for any purpose approved by the Board of Directors.

                  G.       TOTAL AND PERMANENT DISABILITY:

                           An Ekco Employee who ceases to be an employee of the
                           Company or of an Affiliate by reason of Disability
                           may exercise any Option granted to such Ekco
                           Employee:

                           (1)      to the extent that the right to purchase
                                    Shares thereunder has accrued on the date
                                    such Ekco Employee becomes Disabled; and

                           (2)      in the event rights to exercise the Option
                                    accrue periodically, to the extent of a pro
                                    rata portion of any additional rights as
                                    would have accrued had the Ekco Employee not
                                    become Disabled prior to the end of the
                                    particular accrual period. The proration
                                    shall be based upon the number of days of
                                    the accrual period during which the Ekco
                                    Employee was not Disabled.

                           A Disabled Ekco Employee shall exercise such rights
                           only within a period of not more than one (1) year
                           after the date that the Ekco Employee became Disabled
                           or, if earlier, within the originally prescribed term
                           of the Option.

                           The Administrator shall make the determination both
                           of whether Disability has occurred and the date
                           thereof, unless a procedure is set forth in an
                           employment agreement for such determination, in which
                           case such procedure shall be used for such
                           determination. If requested, the Ekco Employee shall
                           be examined by a physician selected or approved by
                           the Administrator, the cost of which examination
                           shall be paid for by the Company.

                           The provisions of this Section V-G shall not apply to
                           either Board Members or Consultants.

                  H.       DEATH:

                           In the event of the death of a Participant to whom an
                           Option has been granted while the Participant is an
                           Ekco Employee, Board Member or Consultant, such
                           Option:

                           (1)      to the extent exercisable but not exercised
                                    as of the date of death; and

                           (2)      in the event rights to exercise the Option
                                    accrue periodically, to the extent of a pro
                                    rata portion of such rights as would have
                                    accrued had the Participant not died prior
                                    to the end of the particular accrual period;

                           may be exercised by the Participant's Survivors. The
                           proration shall be based upon the number of days
                           during the accrual periods prior to the Participant's
                           death. Such Option must be exercised by the
                           Participant's Survivors, if at all, within one (1)
                           year after the date of death of such Participant or,
                           if earlier, within the originally prescribed term of
                           the Option, notwithstanding that the decedent might
                           have been able to exercise the Option as to some or
                           all of the shares on a later date if the Participant
                           were alive and had continued to be an Ekco


                                       6

<PAGE>   7

                           Employee, Board Member or Consultant.

                  I.       EXERCISE OF OPTION AND ISSUE OF SHARES:

                           Options shall be exercised by giving written notice
                           to the Company. Such written notice shall be signed
                           by the person exercising the Option, shall state the
                           number of Shares with respect to which the Option is
                           being exercised and shall contain any warranty
                           required by Article VI. Reasonably promptly following
                           receipt by the Company of such written notice, the
                           Company shall give notice to participant of a date
                           for delivery of the Option Shares to the Participant
                           (or to the Participant's Survivors, as the case may
                           be), against payment of the Option price. In
                           determining what constitutes "reasonably promptly",
                           it is expressly understood that the delivery of the
                           Option Shares may be delayed by the Company in order
                           to comply with any law or regulation which requires
                           the Company to take any action with respect to the
                           Option Shares prior to the issuance thereof, whether
                           pursuant to the provisions of Article VI or
                           otherwise. The Option Shares shall, upon delivery, be
                           evidenced by an appropriate certificate or
                           certificates for paid-up non-assessable Shares.

                  J.       RIGHTS AS A SHAREHOLDER:

                           No Participant to whom an Option has been granted
                           shall have rights as a shareholder with respect to
                           any Shares covered by such Option except after due
                           exercise of the Option and tender of the full
                           exercise price for the shares being purchased
                           pursuant to such exercise.

                  K.       ASSIGNABILITY AND TRANSFERABILITY OF OPTION:

                           By its terms, an Option granted to a Participant
                           shall not be transferable by the Participant
                           otherwise than (i) by will or by the laws of descent
                           and distribution, or (ii) as otherwise determined by
                           the Administrator and set forth in the applicable
                           Option Agreement. The designation of a beneficiary of
                           an Option by a Participant shall not be deemed a
                           transfer prohibited by this Paragraph K. Except as
                           provided above, an Option shall be exercisable,
                           during the Participant's lifetime, only by such
                           Participant (or his or her legal representative).
                           Such Option shall not be assigned, pledged or
                           hypothecated in any way (whether by operation of law
                           or otherwise) and shall not be subject to execution,
                           attachment or similar process. Any attempted
                           transfer, assignment, pledge, hypothecation or other
                           disposition of any Option or of any rights granted
                           thereunder contrary to the provisions of this
                           Paragraph K, or the levy of any attachment or similar
                           process upon an Option or such rights, shall be null
                           and void.

                  L.       OTHER PROVISIONS:

                           The Option Agreement shall contain such limitations
                           and restrictions upon the exercise of the Option and
                           shall be necessary in order that such Option can be
                           an "incentive stock option" within the meaning of
                           Section 422 of the Code, if the Option is intended to
                           be an incentive stock option within the meaning of
                           such provision. Further, the Option Agreements
                           authorized under the Plan shall be subject to such
                           other terms and conditions, including, without
                           limitation, restrictions upon the exercise of the
                           Option and rights of the Company to repurchase shares
                           purchased upon the exercise of the Option, as the
                           Administrator shall deem advisable and, if the Option
                           is intended to be an incentive stock option within
                           the meaning of such provision, which are not
                           inconsistent with the requirements of Section 422 of
                           the Code.

         VI.      PURCHASE FOR INVESTMENT


                                       7
<PAGE>   8

                  Unless the offering and sale of the Shares to be issued upon
                  the particular exercise of an Option shall have been
                  effectively registered under the Securities Act of 1933, as
                  now in force or hereafter amended, or any successor
                  legislation (the "Act"), the Company shall be under no
                  obligation to issue the Shares covered by such exercise unless
                  and until the following conditions have been fulfilled:

                  (1)      The person(s) who exercise such Option shall warrant
                           to the Company, at the time of such exercise, that
                           such person(s) are acquiring such Shares for his or
                           her own account, for investment and not with a view
                           to, or for sale in connection with, the distribution
                           of any such Shares, in which event the person(s)
                           acquiring such Shares shall be bound by the
                           provisions of the following legend which shall be
                           endorsed upon the certificate(s) evidencing their
                           option Shares issued pursuant to such exercise:

                                    "The shares represented by this certificate
                                    have been taken for investment and they may
                                    not be sold or otherwise transferred by any
                                    person, including a pledgee, in the absence
                                    of an effective registration statement for
                                    the shares under the Securities Act of 1933
                                    or an opinion of counsel satisfactory to the
                                    Company that an exemption from registration
                                    is then available.

                  (2)      The Company shall have received an opinion of its
                           counsel that the Shares may be issued upon such
                           particular exercise in compliance with the Act
                           without registration thereunder.

                  Without limiting the generality of the foregoing, the Company
                  may delay issuance of the Shares until compensation of any
                  reasonable action or obtaining of any consent, which the
                  Company deems reasonably necessary under any applicable law
                  (including without limitation state securities or "blue sky"
                  laws).

         VII.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

                  To prevent dilution or enlargement of rights, in the event
                  that the outstanding Shares of the Company are changed into or
                  are exchanged for a different number or kind of shares or
                  other securities of the Company or of another corporation by
                  reason of any reorganization, merger, consolidation,
                  recapitalization, reclassification, change in par value, stock
                  split-up, combination of shares or dividend payable in capital
                  stock, or the like, appropriate adjustment shall be made in
                  the number and kind of shares for the purchase of which
                  Options may be granted under the Plan and, in addition,
                  appropriate adjustment to prevent dilution or enlargement of
                  the rights granted to or available for Participants, shall be
                  made in the number and kind of shares and in the option price
                  per share subject to outstanding Options. In addition, the
                  Committee, upon authorization from the Board of Directors, may
                  make other adjustments in outstanding options which it deems
                  appropriate to prevent dilution or enlargement of rights. No
                  such adjustment shall be made which shall, within the meaning
                  of Section 425 of the Code, constitute such a modification,
                  extension or renewal of an Option, which is intended to be an
                  "incentive stock option" within the meaning of Section 422 of
                  the Code, as to cause it to be considered as the grant of a
                  new Option.

         VIII.    DISSOLUTION OR LIQUIDATION OF THE COMPANY

                  Upon the dissolution or liquidation of the Company other than
                  in connection with a transaction to which the preceding
                  Article VII is applicable, all Options granted hereunder shall
                  terminate and become null and void; provided, however, that if
                  the rights of a Participant or a Participant's Survivors
                  hereunder have not otherwise terminated and expired, the
                  Participant or the Participant's Survivors shall have the
                  right immediately prior to such dissolution or liquidation to
                  exercise any Option granted hereunder to the extent that the
                  right to purchase shares thereunder has accrued as of the date


                                       8
<PAGE>   9

                  immediately prior to such dissolution or liquidation.

         IX.      TERMINATION OF THE PLAN

                  The Plan shall terminate on May 12, 2002 unless terminated at
                  an earlier date by vote of the stockholders of the Company;
                  provided, however, that any such earlier termination shall not
                  affect any Options granted or Option Agreements executed prior
                  to the effective date of such termination.

         X.       AMENDMENT OF THE PLAN

                  The Plan may be amended by (i) the Stockholders of the
                  Company; or (ii) the Administrator, including, without
                  limitation, to the extent necessary to qualify any or all
                  outstanding Options granted under the Plan or Options to be
                  granted under the Plan for favorable federal income tax
                  treatment (including deferral of taxation upon exercise) as
                  may be afforded incentive stock options under Section 422 of
                  the Code, to the extent necessary to ensure the qualification
                  of the Plan under Rule 16b-3, and to the extent necessary to
                  qualify the shares issuable upon exercise of any outstanding
                  Options granted, or Options to be granted, under the Plan for
                  listing on any national securities exchange or quotation in
                  any national automated quotation system of securities dealers,
                  provided, however, that any amendment approved by the
                  Administrator which is of a scope that requires shareholder
                  approval in order to ensure favorable tax treatment for any
                  incentive stock options, or requires shareholder approval in
                  order to ensure the compliance of the Plan with Rule 16b-3, or
                  requires shareholder approval for listing of the shares, shall
                  be subject to obtaining such shareholder approval. No
                  amendment shall affect any Options theretofore granted or any
                  Option Agreements theretofore executed by the Company and a
                  Participant to whom an Option has been granted who would be
                  adversely affected by such amendment consents in writing
                  thereto.

         XI.      EMPLOYMENT, BOARD MEMBERSHIP OR CONSULTANCY RELATIONSHIP

                  Nothing herein contained shall be deemed to prevent the
                  Company or an Affiliate from terminating the employment, Board
                  membership or consultancy of a Participant, nor to prevent a
                  Participant from terminating the Participant's employment,
                  Board membership or consultancy with the Company or an
                  Affiliate.

         XII.     OPTIONS OTHER THAN INCENTIVE STOCK OPTIONS

                  Subject to the provisions of Article II and IV dealing with
                  the aggregate number of Shares as to which Options may be
                  granted under this Plan, the Administrator may at any time and
                  from time to time grant Options in connection with the
                  rendition of services to the Company or an Affiliate that
                  cannot and/or are not intended to qualify as "incentive stock
                  options", within the meaning of Section 422 of the Code, on
                  such terms and conditions as it may from time to time
                  determine. To the extent that Options are granted which are
                  not "incentive stock options", the number of Shares available
                  for the issuance of "incentive stock options" shall be
                  correspondingly reduced and no such non-incentive stock
                  options shall be issued on such terms as to affect adversely
                  Options intended to be "incentive stock options". Any Option
                  which is intended to qualify as an "incentive stock option"
                  within the meaning of Section 422 of the Code shall be set
                  forth in an Option Agreement substantially in the form hereto
                  annexed and marked Exhibit B, with such other terms and
                  provisions as may be approved by the Committee as authorized
                  under this Plan.

         XIII.    EFFECTIVE DATE

                  This Plan shall become effective upon the later of adoption by
                  the Board of Directors or of adoption by the Committee, but
                  this Plan shall only become effective for Options intended to
                  be incentive stock


                                       9

<PAGE>   10

                  options within the meaning of Section 422 of the Code if and
                  when:

                  (a)      The Administrator shall have adopted a resolution
                           stating that incentive stock options may be granted
                           pursuant to this Plan on or after the date of such
                           resolution; and

                  (b)      either   (i)      The Plan and the authority to grant
                                             incentive stock options pursuant to
                                             the Plan shall have been approved
                                             by holders of at least a majority
                                             of the issued and outstanding
                                             shares of capital stock of the
                                             Company entitling such holders to
                                             vote within twelve (12) months
                                             either before or after adoption of
                                             such a resolution by the
                                             Administrator as provided in
                                             Subsection (a) immediately above;
                                             or

                                    (ii)     the effectiveness of the Plan and
                                             the effectiveness of the grant of
                                             any incentive stock option granted
                                             pursuant to the Plan shall have
                                             been made subject to approval by
                                             holders of at least a majority of
                                             issued and outstanding shares of
                                             capital stock of the Company
                                             entitling such holders to a right
                                             to vote within twelve (12) months
                                             either before or after the adoption
                                             of such a resolution by the
                                             Administrator as provided in
                                             Subsection (a) immediately above.


                                       10
<PAGE>   11

                                    EXHIBIT A

                        INCENTIVE STOCK OPTION AGREEMENT
                                EKCO GROUP, INC.

         AGREEMENT made this      day of          , 19  , between Ekco Group,
Inc. (the "Company"), a Delaware corporation having a principal place of
business in Nashua, New Hampshire, and of , an employee of the Company (the
"Employee").

         WHEREAS, the Company desires to grant the Employee an Option to
purchase shares of its common stock of a par value of $.01 a share (the
"Shares") under and for the purposes of the 1987 Stock Option Plan of the
Company (the "Plan");

         WHEREAS, the Company and the Employee understand and agree that any
terms used herein have the same meanings as in the Plan;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
agree as follows:

         1.       GRANT OF OPTION

         The Company hereby irrevocably grants to the Employee the right and
option to purchase all or any part of an aggregate of ( ) shares of its Common
Stock, $.01 par value, on the terms and conditions and subjects to all the
limitations set forth herein and in the Plan, which is incorporated herein by
reference. The Employee acknowledges receipt of a copy of the Plan.

         2.       PURCHASE PRICE

                  The purchase price of the Shares covered by the Option shall
                  be ($ ) per share.

         3.       EXERCISE OF OPTION

         The Option granted hereby shall be exercisable as follows:


         4.       TERM OF OPTION

         The Option shall terminate ten (10) years from the date of this
Agreement, but shall be subject to earlier termination as provided herein or in
the Plan.

         If the Employee ceases to be an employee of the Company or an Affiliate
(for any reason other than death or Disability or termination by the Employee's
employer for cause), the Option may be exercised within three (3) months after
the date the Employee ceases to be an employee, or within ten (10) years from
the granting of the Option, whichever is earlier, but may not be exercised
thereafter. In such event, the Option shall be exercisable only to the extent
that the right to purchase shares under the Plan has accrued and is in effect at
the date of such cessation of employment.

         In the event the Employee's employment is terminated by the Employee's
employer for "cause" (as defined in the Plan), the Employee's right to exercise
any unexercised portion of this Option shall cease forthwith, and this Option
shall thereupon terminate.


                                       11
<PAGE>   12

         In the event of the Disability of the Employee (as determined by the
1987 Stock Option Plan Committee of the Company, and as to the fact and date of
which the employee is notified by that Committee in writing), the Option shall
be exercisable within (1) year after the date of such Disability or, if earlier,
the term originally prescribed by this Agreement. In such event, the Option
shall be exercisable:

                  (a)      to the extent that the right to purchase the Shares
                           hereunder has accrued on the date the Employee
                           becomes Disabled and is in effect as of such
                           determination date; and

                  (b)      in the event rights to exercise the Option accrue
                           periodically, to the extent of a pro rata portion of
                           any additional rights as would have accrued had the
                           Employee not become Disabled prior to the end of the
                           particular accrual period. The proration shall not be
                           based upon the number of days the accrual period
                           during which the Employee was not Disabled.

         In the event of the death of the Employee while an employee of the
Company or of an Affiliate, the Option:

                  (x)      to the extent exercisable but not exercised as of the
                           date of death; and

                  (y)      in the event rights to exercise the Option accrue
                           periodically, to the extent of a pro rata portion of
                           such rights as would have accrued had the Employee
                           not died prior to the end of the particular accrual
                           period;

may be exercised by the Employee's legal representatives and/or any person or
persons who acquired the Employee's rights to the Option by will or by the laws
of descent and distribution. The proration shall be based upon the number of
days during the accrual period prior to the Employee's death. In such event, the
Option must be exercised, if at all, within one (1) year after the date of death
of the Employee or, if earlier, within the originally prescribed term of the
Option.

         5.       NON-ASSIGNABILITY

         The Option shall not be transferable by the Employee otherwise than by
will or by the laws of descent and distribution and shall be exercisable, during
the Employee's lifetime, only by the Employee. The Option shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
the Option or of any rights granted hereunder contrary to the provisions of this
Section 5, or the levy of any attachment or similar process upon the Option or
such rights, shall be null and void.

         6.       EXERCISE OF OPTION AND ISSUE OF SHARES

         The Option may be exercised in whole or in part (to the extent that it
is exercisable in accordance with its terms) by giving written notice to the
Company, together with the tender of the Option price. Such written notice shall
be signed by the person exercising the Option, shall state the number of Shares
with respect to which the Option is being exercised, shall contain any warranty
required by Section 7 below and shall otherwise comply with the terms and
conditions of this Agreement and the Plan. The Company shall pay all original
issue taxes with respect to the issue of the Shares pursuant hereto and all
other fees and expenses necessarily incurred by the Company in connection
herein. Except as specifically set forth herein, the holder acknowledges that
any income or other taxes due from him with respect to this Option or the shares
issuable pursuant to this Option shall be the responsibility of the holder. The


                                       12
<PAGE>   13

holder of this Option shall have rights as a shareholder only with respect to
any Shares covered by the Option after due exercise of the Option and tender of
the full exercise price for the shares being purchased pursuant to such
exercise.

         7.       PURCHASE FOR INVESTMENT

                  Unless the offering and sale of the Shares to be issued upon
the particular exercise of the Option shall have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended, or any
successor legislation (the "Act"), the Company shall be under no obligation to
issue the Shares covered by such exercise unless and until the following
conditions have been fulfilled:

                  (a)      The person(s) who exercise the Option shall warrant
                           to the Company, at the time of such exercise, that
                           such person(s) are acquiring such Shares for his or
                           her own account, for investment and not with a view
                           to, or for sale in connection with, the distribution
                           of any such Shares, in which event the person(s)
                           acquiring such Shares shall be bound by the
                           provisions of the following legend which shall be
                           endorsed upon the certificate(s) evidencing their
                           option Shares issued pursuant to such exercise:

                           "The shares represented by this certificate have been
                           taken for investment and they may not be sold or
                           otherwise transferred by any person, including a
                           pledgee, in the absence of an effective registration
                           statement for the shares under the Securities Act of
                           1933 or an opinion of counsel satisfactory to the
                           Company that an exemption from registration is then
                           available."

                  (b)      The Company shall have received an opinion of its
                           counsel that the Shares may be issued upon such
                           particular exercise in compliance with the Act
                           without registration thereunder.

Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

         8.       NOTICES

                  Any notices required or permitted by the terms of this
Agreement or the Plan shall be given by registered or certified mail, return
receipt requested, addressed as follows:

         To the Company:         Ekco Group, Inc.
                                 98 Spit Brook Road
                                 Nashua, NH 03062
                                 Attn:

         To the Employee:        ---------------
                                 ---------------
                                 ---------------

or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given when
mailed in accordance with the foregoing provisions.

         9.       GOVERNING LAW

                  This Agreement shall be construed and enforced in accordance
with the law of the State of New Hampshire, except to the extent the law of the
State of Delaware may be applicable.


                                       13
<PAGE>   14

         10.      BENEFIT OF AGREEMENT

                  This Agreement shall be for the benefit of and shall be
binding upon the heirs, executors, administrators and successors of the parties
hereto.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and its corporate seal to be hereto affixed by , its duly authorized
officer, and the Employee has hereunto set his or her hand and seal, all as of
the day and year first above written.

                                                  EKCO GROUP, INC.

                                                  By
                                                    --------------



                                                  ----------------
                                                  Employee


                                       14
<PAGE>   15

                                    EXHIBIT B

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                                EKCO GROUP, INC.


         AGREEMENT made this     day of         , 19  , between Ekco Group, Inc.
(the "Company"), a Delaware corporation having a principal place of business in
Nashua, New Hampshire, and          of, an          employee of the Company (the
"Employee").

         WHEREAS, the Company desires to grant to the Employee an Option to
purchase shares of its common stock of a par value of $.01 a share (the
"Shares") under and for the purposes of the 1987 Stock Option Plan of the
Company (the "Plan") pursuant to Article XII thereof;

         WHEREAS, the Company and the Employee understand and agree that any
terms used herein have the same meanings as in the Plan;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties hereto
agree as follows:

         1.       GRANT OF OPTION

         The Company hereby irrevocably grants to the Employee the rights and
option to purchase all or any part of an aggregate of_______ ( ) shares of its
Common Stock, $.01 par value, on the terms and conditions and subject to all the
limitations set forth herein and in the Plan, which is incorporated herein by
reference. The Employee acknowledges receipt of a copy of the Plan.

         2.       PURCHASE PRICE

                  The purchase price of the Shares by the Option shall be   ($ )
per share.

         3.       EXERCISE OF OPTION

                  The Option granted hereby shall be exercisable as follows:


         4.       TERMS OF OPTION

                  The Option shall terminate [eleven (11)] years from the date
of this Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.

                  If the Employee ceases to be an employee of the Company or of
an Affiliate (for any reason other than death or Disability or termination by
the Employee's employer for cause), the Option may be exercised within [three
(3)] months after the date the Employee ceases to be an employee, or within
[eleven(11)] years from the granting of the Option, whichever is earlier, but
may not be exercised thereafter. In such event, the Option shall be exercisable
only to the extent that the right to purchase shares under the Plan has accrued
and is in effect at the date of such cessation of employment.

                  In the event the Employee's employment is terminated by the
Employee's employer for "cause" (as defined in the Plan), the Employee's right
to exercise any unexercised portion of this Option shall cease forthwith, and


                                       15

<PAGE>   16

this Option shall thereupon terminate.

                  In the event of the Disability of the Employee (as determined
by the 1987 Stock Option Plan Committee of the Company, and as to the fact and
date of which the Employee is notified by that Committee in writing), the Option
shall be exercisable within (1) year after the date of such Disability or, if
earlier, the term originally prescribed by this Agreement. In such event, the
Option shall be exercisable:

                  (a)      to the extent that the right to purchase the Shares
                           hereunder has accrued on the date the Employee
                           becomes Disabled and is in effect as of such
                           determination date; and

                  (b)      in the event rights to exercise the Option accrue
                           periodically, to the extent of a pro rata portion of
                           any additional rights as would have accrued had the
                           Employee not become Disabled prior to the end of the
                           particular accrual period. The proration shall be
                           based upon the number of days of the accrual period
                           during which the Employee was not Disabled.

                  In the event of the death of the Employee while an employee of
the Company or of an Affiliate, the Option:

                  (x)      to the extent exercisable but not exercised as of the
                           date of death; and

                  (y)      in the event rights to exercise the Option accrue
                           periodically, to the extent of a pro rata portion of
                           such rights as would have accrued had the Employee
                           not died prior to the end of the particular accrual
                           period;

may be exercised by the Employee's legal representatives and/or any person or
persons who acquired the Employee's rights to the Option by will or by the laws
of descent and distribution. The proration shall be based upon the number of
days during the accrual period prior to the Employee's death. In such event, the
Option must be exercised, if at all, within (1) year after the date of death of
the Employee or, if earlier, within the originally prescribed term of the
Option.

         5.       NON-ASSIGNABILITY

                  The Option shall not be transferable by the Employee otherwise
than by will or by the laws of descent and distribution and shall be
exercisable, during the Employee's lifetime, only by the Employee. The Option
shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or
similar process. Any attempted transfer, assignment, pledge, hypothecation or
other disposition of the Option or of any rights granted hereunder contrary to
the provisions of this Section 5, or the levy of any attachment or similar
process upon the Option or such rights, shall be null and void.

         6.       EXERCISE OF OPTION AND ISSUE OF SHARES

                  The Option may be exercised in whole or in part (to the extent
that it is exercisable in accordance with its terms) by giving written notice to
the Company, together with the tender of the Option price. Such written notice
shall be signed by the person exercising the Option, shall state the number of
Shares with respect to which the Option is being exercised, shall contain any
warranty required by Section 7 below and shall otherwise comply with the terms
and conditions of this Agreement and the Plan. The Company shall pay all
original issue taxes with respect to the issue of the Shares pursuant hereto and
all other fees and expenses necessarily incurred by the Company in connection
herewith. Except as specifically set forth herein, the holder acknowledges that
any income or other taxes due from him with respect to this Option or the shares
issuable pursuant to this Option shall be the responsibility of the holder. The
holder of this Option shall have rights as a shareholder only with respect to
any Shares covered by the Option after due exercise of the Option and tender of
the full exercise price for the shares being purchased pursuant to such
exercise.

         7.       PURCHASE FOR INVESTMENT


                                       16

<PAGE>   17

                  Unless the offering and sale of the Shares to be issued upon
the particular exercise of the Option shall have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended, or any
successor legislation (the "Act"), the Company shall be under no obligation to
issue the Shares covered by such exercise unless and until the following
conditions have been fulfilled:

         (a)      The person(s) who exercise the Option shall warrant to the
                  Company, at the time of such exercise, that such person(s) are
                  acquiring such Shares for his or her own account, for
                  investment and not with a view to, or for sale in connection
                  with the distribution of any such Shares, in which event the
                  person(s) acquiring such shares shall be bound by the
                  provisions of the following legend which shall be endorsed
                  upon the certificate(s) evidencing their option Shares issued
                  pursuant to such exercise:

                  "The shares represented by this certificate have been taken
                  for investment and they may not be sold or otherwise
                  transferred by any person, including a pledgee; in the absence
                  of an effective registration statement for the shares under
                  the Securities Act of 1933 or an opinion of counsel
                  satisfactory to the Company that an exemption from
                  registration is then available."

         (b)      The Company shall have received an opinion of its counsel that
                  the Shares may be issued upon such particular exercise in
                  compliance with the Act without registration thereunder.

Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

         8.       NOTICES

                  Any notices required or permitted by the terms of this
Agreement or the Plan shall be given by registered or certified mail, return
receipt requested, addressed as follows:

                  To the Company:                Ekco Group, Inc.
                                                 98 Spit Brook Road
                                                 Nashua, NH  03062
                                                 Attn:

                  To the Employee:
                                                 -----------------
                                                 -----------------
                                                 -----------------

or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given when
mailed in accordance with the foregoing provisions.

         9.       GOVERNING LAW

                  This Agreement shall be construed and enforced in accordance
with the law of the State of New Hampshire, except to the extent the of the
State of Delaware may be applicable.

         10.      BENEFIT OF AGREEMENT

                  This Agreement shall be for the benefit of and shall be
binding upon the heirs, executors, administrators and successors of the parties
hereto.

                  IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and its corporate seal to be hereto affixed by        , its
duly authorized officer, and the Employee has hereunto set his or her


                                       17
<PAGE>   18

hand and seal, all as of the day and year first above written.

                                                 EKCO GROUP, INC.


                                                 By
                                                   --------------



                                                 ----------------
                                                 Employee



                                       18