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                                                                    EXHIBIT 10.2

                         ANSELL HEALTHCARE INCORPORATED
                              STOCK INCENTIVE PLAN


                                    ARTICLE I

                                     GENERAL

         1.1. Purpose. The Ansell Stock Incentive Plan (the "Plan") has been
established by Ansell Healthcare Incorporated, a Delaware corporation (the
"Company"), to:

         (a)      attract and retain key employees and directors;

         (b)      motivate participating employees and directors, by means of
                  appropriate incentives, to achieve long-range goals;

         (c)      provide incentive compensation opportunities that are
                  competitive with those of other major corporations; and

         (d)      further identify Participants' interests with those of the
                  Company's other stockholders through compensation that is
                  based on the Company's common stock;

and thereby promote the long-term financial interest of the Company and the
Related Companies, including the growth in value of the Company's equity and
enhancement of long-term stockholder return.

         1.2. Participation. Subject to the terms and conditions of the Plan,
the Board shall determine and designate, from time to time, from among the
employees and directors of the Company and the Related Companies, those persons
who will be granted one or more Awards under the Plan, and thereby become
"Participants" in the Plan.

In the discretion of the Board, and subject to the terms of the Plan, a
Participant may be granted any Award permitted under the provisions of the Plan,
and more than one Award may be granted to a Participant. Except as otherwise
agreed by the Company and the Participant, or except as otherwise provided in
the Plan, an Award under the Plan shall not affect any previous Award under the
Plan or an award under any other plan maintained by the Company or the Related
Companies.

         1.3. Operation and Administration. The operation and administration of
the Plan, including the Awards made under the Plan, shall be subject to the
provisions of Article IX (relating to operation and administration). Capitalized
terms in the Plan shall be defined as set forth in the Plan (including the
definition provisions of Article X).

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                                   ARTICLE II

                                     OPTIONS

         2.1. Definitions. The grant of an "Option" entitles the Participant to
purchase shares of Stock at a price fixed at the time the Option is granted, or
at a price determined under a method established at the time the Option is
granted, subject to the terms of this Article II. Options granted under this
Article II may be either Incentive Stock Options or Non-Qualified Stock Options,
as determined in the discretion of the Board. An "Incentive Stock Option" is an
Option that is intended to satisfy the requirements applicable to an "incentive
stock option" described in Section 422(b) of the Code. A "Non-Qualified Option"
is an Option that is not intended to be an Incentive Stock Option.

         2.2. Eligibility. The Board shall designate the Participants to whom
Options are to be granted under this Article II and shall determine the number
of shares of Stock subject to each such Option. To the extent that the aggregate
fair market value of Stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual during any calendar year (under
all plans of the Company and all Related Companies) exceeds $100,000, such
options shall be treated as Non-Qualified Stock Options, to the extent required
by Section 422 of the Code.

         2.3. Price. The determination and payment of the purchase price of a
share of Stock under each Option granted under this Article II shall be subject
to the following:

         (a)      The purchase price shall be established by the Board or shall
                  be determined by a method established by the Board at the time
                  the Option is granted; provided, however, that in no event
                  shall such price be less than 100% of the Fair Market Value of
                  a share of Stock as of the date on which the Option is
                  granted.

         (b)      Subject to the following provisions of this Section 2.3, the
                  full purchase price of each share of Stock purchased upon the
                  exercise of any Option shall be paid at the time of such
                  exercise (except that, in the case of a cashless exercise
                  arrangement approved by the Board, payment may be made as soon
                  as practicable after the exercise) and, as soon as practicable
                  thereafter, a certificate representing the shares so purchased
                  shall be delivered to the person entitled thereto.

         (c)      The purchase price shall be payable in cash, or in shares of
                  Stock (valued at Fair Market Value as of the day of exercise)
                  that have been held by the Participant at least six months, or
                  in any combination thereof, as determined by the Board.

         (d)      A Participant may elect to pay the purchase price upon the
                  exercise of an Option through a cashless exercise arrangement
                  to the extent provided by the Board.

         2.4. Exercise. Except as otherwise expressly provided in the Plan, an
Option granted under this Article II shall be exercisable in accordance with the
following terms of this Section 2.4:


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         (a)      The terms and conditions relating to exercise of an Option
                  shall be established by the Board, and may include, without
                  limitation, conditions relating to completion of a specified
                  period of service, achievement of performance standards prior
                  to exercise of the Option, or achievement of Stock ownership
                  objectives by the Participant.

         (b)      No Option may be exercised by a Participant after the
                  Expiration Date applicable to that Option.

         (c)      The exercise of an Option will result in the surrender any
                  tandem Stock Appreciation Right.

Notwithstanding the foregoing, the Board may delay the exercise of the Option
for a period of up to 60 days after the Participant files written notice
pursuant to this Section 2.4, if the Board, in its discretion, determines that
the issuance of shares of Common Stock pursuant to such exercise would cause the
percentage of beneficial ownership of the Company held by the Pacific Dunlop
Stockholders to be less than 80%.

         2.5. Post-Exercise Limitations. The Board, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
an Option (including stock acquired pursuant to the exercise of a tandem Stock
Appreciation Right) as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, Stock ownership by the Participant,
and such other factors as the Board determines to be appropriate.

         2.6. Expiration Date. The "Expiration Date" with respect to an Option
means the date established as the Expiration Date by the Board at the time of
the grant; provided, however, that the Expiration Date with respect to any
option shall not be later than the earliest to occur of:

         (a)      the ten-year anniversary of the date on which the Option is
                  granted;

         (b)      if the Participant's Date of Termination occurs by reason of
                  death or Disability, the date which is 180 days after such
                  Date of Termination;

         (c)      if the Participant's Date of Termination occurs by reason of
                  Cause, such Date of Termination; or

         (d)      if the Participant's Date of Termination occurs for reasons
                  other than death, Disability or Cause, the day which is 30
                  days after such Date of Termination.

Any portion of an Option that is not vested on the Participant's Date of
Termination shall be forfeited and may not thereafter be exercised.

         2.7. Reload Provision. In the event the Participant exercises an Option
and pays all or a portion of the purchase price in Stock, in the manner
permitted by Section 2.3, such Participant (either pursuant to the terms of the
Option Award, or pursuant to the exercise of Board discretion at


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the time the Option is exercised) may be issued a new Option to purchase
additional shares of Stock equal to the number of shares of Stock surrendered to
the Company in such payment. Such new Option shall have an exercise price equal
to the Fair Market Value per share on the date such new Option is granted, shall
first be exercisable six months from the date of grant of the new Option and
shall have an Expiration Date on the same date as the Expiration Date of the
original Option so exercised by payment of the purchase price in shares of
Stock.


                                   ARTICLE III

                            STOCK APPRECIATION RIGHTS

         3.1. Definition. Subject to the terms of this Article III, a Stock
Appreciation Right granted under the Plan entitles the Participant to receive,
in cash or Stock (as determined in accordance with Section 3.4), value equal to
all or a portion of the excess of: (a) the Fair Market Value of a specified
number of shares of Stock at the time of exercise; over (b) a specified price
which shall not be less than 100% of the Fair Market Value of the Stock at the
time the Stock Appreciation Right is granted, or, if granted in tandem with an
Option, the exercise price with respect to shares under the tandem Option.

         3.2. Eligibility. Subject to the provisions of the Plan, the Board
shall designate the Participants to whom Stock Appreciation Rights are to be
granted under the Plan, shall determine the exercise price or a method by which
the price shall be established with respect to each such Stock Appreciation
Right, and shall determine the number of shares of Stock on which each Stock
Appreciation Right is based. A Stock Appreciation Right may be granted in tandem
with all or any portion of a previously or contemporaneously granted Option or
not in tandem with an Option.

         3.3. Exercise. The exercise of Stock Appreciation Rights shall be
subject to the following:

         (a)      If a Stock Appreciation Right is not in tandem with an Option,
                  then the Stock Appreciation Right shall be exercisable in
                  accordance with the terms established by the Board in
                  connection with such rights, and may include, without
                  limitation, conditions relating to completion of a specified
                  period of service, achievement of performance standards prior
                  to exercise of the Stock Appreciation Rights, or achievement
                  of objectives relating to Stock ownership by the Participant.
                  However, except as otherwise expressly provided in the Plan,
                  no Stock Appreciation Right may be exercised by a Participant
                  after the Expiration Date applicable to that Stock
                  Appreciation Right.

         (b)      If a Stock Appreciation Right is in tandem with an Option,
                  then the Stock Appreciation Right shall be exercisable at the
                  time the tandem Option is exercisable. The exercise of a Stock
                  Appreciation Right will result in the surrender of the
                  corresponding rights under the tandem Option.


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         3.4. Settlement of Award. Upon the exercise of a Stock Appreciation
Right, the value to be distributed to the Participant, in accordance with
Section 3.1, shall be distributed in cash, in shares of Stock (valued at their
Fair Market Value at the time of exercise), or in a combination thereof, in the
discretion of the Board.

         3.5. Post-Exercise Limitations. The Board, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
a Stock Appreciation Right as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, ownership of Stock by the
Participant, and such other factors as the Board determines to be appropriate.

         3.6. Expiration Date. If a Stock Appreciation Right is in tandem with
an Option, then the "Expiration Date" for the Stock Appreciation Right shall be
the Expiration Date for the related Option. If a Stock Appreciation Right is not
in tandem with an Option, then the "Expiration Date" for the Stock Appreciation
Right shall be the date established as the Expiration Date by the Board;
provided, however, that subject to the following provisions of this Section 3.6,
the Expiration Date with respect to any Stock Appreciation Right shall not be
later than the earliest to occur of:

         (a)      the ten-year anniversary of the date on which the Stock
                  Appreciation Right is granted;

         (b)      if the Participant's Date of Termination occurs by reason of
                  death or Disability, the date which is 180 days after such
                  Date of Termination;

         (c)      if the Participant's Date of Termination occurs by reason of
                  Cause, such Date of Termination; or

         (d)      if the Participant's Date of Termination occurs for reasons
                  other than death, Disability or Cause, the date which is 30
                  days after such Date of Termination.

Any portion of a Stock Appreciation Right that is not vested on the
Participant's Date of Termination shall be forfeited and may not thereafter be
exercised.


                                   ARTICLE IV

                                  STOCK AWARDS

         4.1. Definition. Subject to the terms of this Article IV, a Stock Award
under the Plan is a grant of shares of Stock to a Participant, the earning,
vesting or distribution of which is subject to one or more conditions
established by the Board. Such conditions may relate to events (such as
performance or continued employment) occurring before or after the date the
Stock Award is granted, or the date the Stock is earned by, vested in or
delivered to the Participant. If the vesting of Stock Awards is subject to
conditions occurring after the date of grant, the period beginning on the date
of grant of a Stock Award and ending on the vesting or forfeiture of such Stock
(as


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applicable) is referred to as the "Restricted Period." Stock Awards may provide
for delivery of the shares of Stock at the time of grant, or may provide for a
deferred delivery date. A Stock Award may, but need not, be made in conjunction
with a cash-based incentive compensation program maintained by the Company, and
may, but need not, be in lieu of cash otherwise awardable under such program.

         4.2. Eligibility. The Board shall designate the Participants to whom
Stock Awards are to be granted, and the number of shares of Stock that are
subject to each such Award.

         4.3. Terms and Conditions of Awards. Stock Awards granted to
Participants under the Plan shall be subject to the following terms and
conditions:

         (a)      Beginning on the date of grant (or, if later, the date of
                  distribution) of shares of Stock comprising a Stock Award, and
                  including any applicable Restricted Period, the Participant
                  shall be treated as owner of such shares shall have the right
                  to vote such shares.

         (b)      Payment of dividends with respect to Stock Awards shall be
                  subject to the following:

                  (i)      On and after date that a Participant has a fully
                           earned and vested right to the shares comprising a
                           Stock Award, and the shares have been distributed to
                           the Participant, the Participant shall have all
                           dividend rights (and other rights) of a stockholder
                           with respect to such shares.

                  (ii)     Prior to the date that a Participant has a fully
                           earned and vested right to the shares comprising a
                           Stock Award, the Board, in its sole discretion, may
                           award Dividend Rights with respect to such shares.

                  (iii)    On and after the date that a Participant has a fully
                           earned and vested right to the shares comprising a
                           Stock Award, but before the shares have been
                           distributed to the Participant, the Participant shall
                           be entitled to Dividend Rights with respect to such
                           shares, at the time and in the form determined by the
                           Board.

                  (iv)     A "Dividend Right" with respect to shares comprising
                           a Stock Award shall entitle the Participant, as of
                           each dividend payment date, to an amount equal to the
                           dividends payable with respect to a share of Stock
                           multiplied by the number of such shares. Dividend
                           Rights shall be settled in cash or in shares of
                           Stock, as determined by the Board, shall be payable
                           at the time and in the form determined by the Board,
                           and shall be subject to such other terms and
                           conditions as the Board may determine.


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                                    ARTICLE V

                                PERFORMANCE UNITS

         5.1. Definition. Subject to the terms of this Article V, the Award of
Performance Units under the Plan entitles the Participant to receive value for
the units at the end of a Performance Period to the extent provided under the
Award. The number of units earned, and the value received for them, will be
contingent on the degree to which the performance measures established at the
time of grant of the Award are met. For purposes of the Plan, the "Performance
Period" with respect to the award of any Performance Units shall be the period
over which the applicable performance is to be measured.

         5.2. Eligibility. The Board shall designate the Participants to whom
Performance Units are to be granted, and the number of units to be the subject
to each such Award.

         5.3. Terms and Conditions of Awards. For each Participant, the Board
will determine the value of units, which may be stated either in cash or in
units representing shares of Stock; the performance measures used for
determining whether the Performance Units are earned; the Performance Period
during which the performance measures will apply; the relationship between the
level of achievement of the performance measures and the degree to which
Performance Units are earned; whether, during or after the Performance Period,
any revision to the performance measures or Performance Period should be made to
reflect significant events or changes that occur during the Performance Period;
and the number of earned Performance Units that will be paid in cash and the
number of earned Performance Units to be paid in shares of Stock.

         5.4. Settlement. Settlement of Performance Units shall be subject to
the following:

         (a)      The Board will compare the actual performance to the
                  performance measures established for the Performance Period
                  and determine the number of units as to which settlement is to
                  be made, and the value of such units.

         (b)      Settlement of units earned shall be wholly in cash, wholly in
                  Stock or in a combination of the two, to be distributed in a
                  lump sum or installments, as determined by the Board.

                  (i)      For Performance Units stated in units representing
                           shares of Stock when granted, one share of Stock will
                           be distributed for each unit earned, or cash will be
                           distributed for each unit earned equal to either (A)
                           the Fair Market Value of a share of Stock at the end
                           of the Performance Period or (B) the average Stock
                           value over a period determined by the Board.

                  (ii)     For Performance Units stated in cash when granted,
                           the value of each unit earned will be distributed in
                           its initial cash value, or shares of Stock will be
                           distributed based on the cash value of the units
                           earned divided by (A) the Fair Market Value of a
                           share of Stock at the end of the Performance Period
                           or (B) the average Stock value over a period
                           determined by the Board.


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         (c)      Shares of Stock distributed in settlement of the units shall
                  be subject to such vesting requirements and other conditions,
                  if any, as the Board shall determine. Such vesting
                  restrictions may include, without limitation, restrictions of
                  the type that may be imposed with respect to Stock Awards
                  under Section 4.

         5.5. Termination During Performance Period. If a Participant's Date of
Termination occurs during a Performance Period with respect to any Performance
Units granted to him, the Board may determine that the Participant will be
entitled to settlement of all or any portion of the Performance Units as to
which he would otherwise be eligible, and may accelerate the determination of
the value and settlement of such Performance Units or make such other
adjustments as the Board, in its sole discretion, deems desirable.

                                   ARTICLE VI

                          OPERATION AND ADMINISTRATION

         6.1. Effective Date. The Plan shall be effective as of March _________,
2000 (the "Effective Date"). The Plan shall be unlimited in duration and, in the
event of Plan termination, shall remain in effect as long as any Awards under it
are outstanding; provided, however, that no Incentive Stock Options may be
granted under the Plan on a date that is more than ten years from the date the
Plan is adopted or, if earlier, the date the Plan is approved by shareholders.

         6.2. Shares Subject to Plan. The shares of Stock with respect to which
Awards may be made under the Plan shall be shares currently authorized but
unissued or currently held or subsequently acquired by the Company as treasury
shares, including shares purchased in the open market or in private
transactions. Subject to the provisions of Section 6.4, the number of shares of
Stock which may be issued with respect to Awards under the Plan shall not exceed
2,500,000 shares in the aggregate. Except as otherwise provided herein, any
shares subject to an Award which for any reason expires or is terminated without
issuance of shares (whether or not cash or other consideration is paid to a
Participant in respect of such shares) shall again be available for Awards under
the Plan.

         6.3. Individual Limits on Awards. Notwithstanding any other provision
of the Plan to the contrary, no Participant shall receive any Award of an Option
or a Stock Appreciation Right under the Plan to the extent that the sum of:

         (a)      the number of shares of Stock subject to such Award;

         (b)      the number of shares of Stock subject to all other prior
                  Awards of Options and Stock Appreciation Rights under the Plan
                  during the one-year period ending on the date of the Award;
                  and


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         (c)      the number of shares of Stock subject to all other prior stock
                  options and stock appreciation rights granted to the
                  Participant under other plans or arrangements of the Company
                  and Related Companies during the one-year period ending on the
                  date of the Award;

would exceed the Participant's Individual Limit under the Plan. Subject to the
provisions of Section 6.4, the determination made under the foregoing provisions
of this Section 6.3 shall be based on the shares subject to the Awards at the
time of grant, regardless of when the Awards become exercisable. Subject to the
provisions of Section 6.4, a Participant's "Individual Limit" shall be 150,000
shares of Stock.

         6.4. Adjustments to Shares.

         (a)      If the Company shall effect any subdivision or consolidation
                  of shares of Stock or other capital readjustment, payment of
                  stock dividend, stock split, combination of shares or
                  recapitalization or other increase or reduction of the number
                  of shares of Stock outstanding without receiving compensation
                  therefor in money, services or property, then the Board shall
                  adjust (i) the number of shares of Stock available under the
                  Plan; (ii) the number of shares available under any individual
                  or other limits; (iii) the number of shares of Stock subject
                  to outstanding Awards and the number of shares of Stock
                  subject to future automatic grant as provided in Section 2.7;
                  and (iv) the per-share price under any outstanding Award and
                  the per-share purchase price under any future automatic grant
                  as provided in Section 2.7 to the extent that the Participant
                  is required to pay a purchase price per share with respect to
                  the Award.

         (b)      If the Company is reorganized, merged or consolidated or is
                  party to a plan of exchange with another corporation, pursuant
                  to which reorganization, merger, consolidation or plan of
                  exchange, the stockholders of the Company receive any shares
                  of stock or other securities or property, or the Company shall
                  distribute securities of another corporation to its
                  shareholders, there shall be substituted for the shares
                  subject to outstanding Awards an appropriate number of shares
                  of each class of stock or amount of other securities or
                  property which were distributed to the stockholders of the
                  Company in respect of such shares; provided, however, all or
                  any of the Awards may be cancelled by the Board on or
                  immediately prior to the effective date of the applicable
                  transaction, if the Board gives reasonable advance notice of
                  the cancellation to each affected Participant, and either: (i)
                  the Participant is permitted to exercise the Award for a
                  reasonable period prior to the effective date of the
                  cancellation; or (ii) the Participant receives payment or
                  other benefits that the Board determines to be reasonable
                  compensation for the value of the cancelled Awards.

         (c)      Upon (or, in the discretion of the Board, immediately prior
                  to) the sale to (or exchange with) a third party unrelated to
                  the Company of all or substantially all of the assets of the
                  Company, all Awards shall be cancelled and either (i) the
                  Participant shall be provided with reasonable advance notice
                  of the cancellation, and the Participant shall be permitted to
                  exercise the Award for a reasonable period prior to the
                  effective date of the cancellation; or (ii) the Participant
                  shall receive payment or other benefits that the Board
                  determines to be reasonable compensation for the value of the
                  cancelled Awards.


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In determining what action, if any, is necessary or appropriate under the
foregoing provisions of this Section 6.4, the Board shall act in a manner that
it determines to be consistent with the purposes of the Plan and of the affected
Awards and, where applicable or otherwise appropriate, in a manner that it
determines to be necessary to preserve the benefits and potential benefits of
the affected Awards for the Participants and the Company.

         6.5. Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

         (a)      Notwithstanding any other provision of the Plan, the Company
                  shall have no liability to deliver any shares of Stock under
                  the Plan or make any other distribution of benefits under the
                  Plan unless such delivery or distribution would comply with
                  all applicable laws and the applicable requirements of any
                  securities exchange or similar entity.

         (b)      In the case of a Participant who is subject to Section 16(a)
                  and 16(b) of the Securities Exchange Act of 1934, the Board
                  may, at any time, add such conditions and limitations to any
                  Award to such Participant, or any feature of any such Award,
                  as the Board, in its sole discretion, deems necessary or
                  desirable to comply with Section 16(a) or 16(b) and the rules
                  and regulations thereunder or to obtain any exemption
                  therefrom.

         (c)      To the extent that the Plan provides for issuance of
                  certificates to reflect the transfer of shares of Stock, the
                  transfer of such shares may be effected on a non-certificated
                  basis, to the extent not prohibited by applicable law or the
                  rules of any stock exchange.

         6.6. Liability for Cash Payments. Subject to the provisions of this
Article VI, each Related Company shall be liable for payment of cash due under
the Plan with respect to any Participant to the extent that such benefits are
attributable to the services rendered for that Related Company by the
Participant. Any disputes relating to liability of a Related Company for cash
payments shall be resolved by the Board.

         6.7. Performance-Based Compensation. To the extent that the Board
determines that it is necessary or desirable to conform any Awards under the
Plan with the requirements applicable to "Performance-Based Compensation", as
that term is used in Code section 162(m)(4)(C), it may, at or prior to the time
an Award is granted, take such steps and impose such restrictions with respect
to such Award as it determines to be necessary to satisfy such requirements,
including, without limitation:

         (a)      The establishment of performance goals that must be satisfied
                  prior to the payment or distribution of benefits under such
                  Awards. Such performance goals include, but are not limited
                  to, earnings per share, net profits, total stockholder return,
                  cash flow, return on stockholders' equity and cumulative
                  return on net assets employed.


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         (b)      The submission of such Awards and performance goals to the
                  Company's stockholders for approval and making the receipt of
                  benefits under such Awards contingent on receipt of such
                  approval.

         (c)      Providing that no payment or distribution be made under such
                  Awards unless the Board certifies that the goals and the
                  applicable terms of the Plan and Agreement reflecting the
                  Awards have been satisfied.

To the extent that the Board determines that the foregoing requirements relating
to Performance-Based Compensation do not apply to Awards under the Plan because
the Awards constitute Options or Stock Appreciation Rights, the Board may, at
the time the Award is granted, conform the Awards to alternative methods of
satisfying the requirements applicable to Performance-Based Compensation.

         6.8. Withholding. All Awards and other payments under the Plan are
subject to withholding of all applicable taxes, which withholding obligations
may be satisfied, with the consent of the Board, through the surrender of shares
of Stock which the Participant already owns, or to which a Participant is
otherwise entitled under the Plan; provided that such surrender shall not be
permitted if it results in a charge to earnings for financial accounting
purposes.

         6.9. Transferability. Awards under the Plan are not transferable except
as designated by the Participant by will or by the laws of descent and
distribution; provided, however, the Board may permit a Participant to transfer
a Nonqualified Stock Option to the Participant's immediate family members or to
a trust for the benefit of the Participant or his or her immediate family
members, subject to such rules and limitations as the Board may establish. To
the extent that a Participant who receives an Award under the Plan has the right
to exercise such Award, the Award may be exercised during the lifetime of the
Participant only by the Participant.

         6.10. Notices. Any notice or document required to be filed with the
Board under the Plan will be properly filed if delivered or mailed by registered
mail, postage prepaid, to the Board, in care of the Company, at its principal
executive offices. The Board may, by advance written notice to affected persons,
revise such notice procedure from time to time. Any notice required under the
Plan (other than a notice of election) may be waived by the person entitled to
notice.

         6.11. Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Board at such times, in
such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Board shall require.

         6.12. Agreement With Company. At the time of an Award to a Participant
under the Plan, the Board may require a Participant to enter into an agreement
with the Company (the "Agreement") in a form specified by the Board, agreeing to
the terms and conditions of the Plan and to such additional terms and
conditions, not inconsistent with the Plan, as the Board may, in its sole
discretion, prescribe.


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         6.13. Limitation of Implied Rights.

         (a)      Neither a Participant nor any other person shall, by reason of
                  the Plan, acquire any right in or title to any assets, funds
                  or property of the Company or any Related Company whatsoever,
                  including, without limitation, any specific funds, assets, or
                  other property which the Company or any Related Company, in
                  their sole discretion, may set aside in anticipation of a
                  liability under the Plan. A Participant shall have only a
                  contractual right to the amounts, if any, payable under the
                  Plan, unsecured by any assets of the Company or any Related
                  Company. Nothing contained in the Plan shall constitute a
                  guarantee by any of the Company or any Related Company that
                  the assets of such companies shall be sufficient to pay any
                  benefits to any person.

         (b)      The Plan does not constitute a contract of employment, and
                  selection as a Participant will not give any employee the
                  right to be retained in the employ of the Company or any
                  Related Company, nor any right or claim to any benefit under
                  the Plan, unless such right or claim has specifically accrued
                  under the terms of the Plan. Except as otherwise provided in
                  the Plan, no Award under the Plan shall confer upon the holder
                  thereof any right as a stockholder of the Company prior to the
                  date on which he or she fulfills all service requirements and
                  other conditions for receipt of such rights.

         6.14. Benefits Under Qualified Retirement Plans. Awards to a
Participant (including the grant and the receipt of benefits) under the Plan
shall be disregarded for purposes of determining the Participant's benefits
under any Qualified Retirement Plan.

         6.15. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

         6.16. Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of the
board (including a committee the board) who are duly authorized to act for the
board, or (except to the extent prohibited by applicable law or the rules of any
stock exchange) by a duly authorized officer of the company.

         6.17. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.


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<PAGE>   13


                                   ARTICLE VII

                                CHANGE IN CONTROL

         7.1. Acceleration. Subject to the provisions of Section 6.4 (relating
to the adjustment of shares), and except as otherwise provided in the Plan or
the Agreement reflecting the applicable Award, upon the occurrence of a Change
in Control:

         (a)      All outstanding Options and Stock Appreciation Rights) shall
                  become fully exercisable.

         (b)      All Stock Awards shall become fully vested.

         (c)      Performance Units may be paid out in such manner and amounts
                  as determined by the Board.

                                  ARTICLE VIII

                                 ADMINISTRATION

         8.1. Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in the Board of Directors of the
Company in accordance with this Article VIII; provided, however, the Board, in
its sole discretion, may delegate all or any portion of its authority under the
Plan to a committee of the Board in which case references to the Board in the
Plan (except with respect to Article IX) shall be deemed to refer to such
committee.

         8.2. Powers of Board. The Board's authority to manage and control the
operation and administration of the Plan shall be subject to the following:

         (a)      Subject to the provisions of the Plan, the Board will have the
                  authority and discretion to select employees to receive
                  Awards, to determine the time or times of receipt, to
                  determine the types of Awards and the number of shares covered
                  by the Awards, to establish the terms, conditions, performance
                  criteria, restrictions, and other provisions of such Awards,
                  and (subject to the restrictions imposed by Article X) to
                  cancel or suspend Awards. In making such Award determinations,
                  the Board may take into account the nature of services
                  rendered by the respective employee, his or her present and
                  potential contribution to the Company's success and such other
                  factors as the Board deems relevant.

         (b)      Subject to the provisions of the Plan, the Board will have the
                  authority and discretion to determine the extent to which
                  Awards under the Plan will be structured to conform to the
                  requirements applicable to Performance-Based Compensation as
                  described in Code section 162(m), and to take such action,
                  establish such procedures, and impose such restrictions at the
                  time such Awards are granted as the Board determines to be
                  necessary or appropriate to conform to such requirements.


                                       13
<PAGE>   14

         (c)      The Board will have the authority and discretion to interpret
                  the Plan, to establish, amend, and rescind any rules and
                  regulations relating to the Plan, to determine the terms and
                  provisions of any agreements made pursuant to the Plan, and to
                  make all other determinations that may be necessary or
                  advisable for the administration of the Plan.

         (d)      Any interpretation of the Plan by the Board and any decision
                  made by it under the Plan is final and binding on all persons.

         8.3. Delegation by Board. Except to the extent prohibited by applicable
law or the rules of any stock exchange, the Board may allocate all or any
portion of its responsibilities and powers to any one or more of its members and
may delegate all or any part of its responsibilities and powers to any person or
persons selected by it. Any such allocation or delegation may be revoked by the
Board at any time.

         8.4. Information to be Furnished to Board. The Company and Related
Companies shall furnish the Board with such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Board such evidence, data
or information as the Board considers desirable to carry out the terms of the
Plan.

         8.5. Liability and Indemnification of Board. No member or authorized
delegate of the Board shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Company or any Related
Company be liable to any person for any such action unless attributable to fraud
or willful misconduct on the part of a director or employee of the Company or
Related Company. The Board, the individual members thereof, and persons acting
as the authorized delegates of the Board under the Plan, shall be indemnified by
the Company against any and all liabilities, losses, costs and expenses
(including legal fees and expenses) of whatsoever kind and nature which may be
imposed on, incurred by or asserted against the Board or its members or
authorized delegates by reason of the performance of a Board function if the
Board or its members or authorized delegates did not act dishonestly or in
willful violation of the law or regulation under which such liability, loss,
cost or expense arises. This indemnification shall not duplicate but may
supplement any coverage available under any applicable insurance.

                                   ARTICLE IX

                            AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Plan, provided that, subject
to Section 6.4 (relating to certain adjustments to shares), no amendment or
termination may, in the absence of written consent to the change by the affected
Participant (or, if the Participant is not then living, the affected
beneficiary), materially adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board.


                                       14
<PAGE>   15

                                    ARTICLE X

                                  DEFINED TERMS

         For purposes of the Plan, the terms listed below shall be defined as
follows:

         (a)      Award. The term "Award" shall mean any award or benefit
                  granted to any Participant under the Plan, including, without
                  limitation, the grant of Options, Stock Appreciation Rights,
                  Stock Awards or Performance Units.

         (b)      Board. The term "Board" shall mean the Board of Directors of
                  the Company.

         (c)      Cause. The term "Cause", with respect to any Participant,
                  shall mean, in the reasonable judgment of the Board:

                  (i)      the willful and continued failure by the Participant
                           to substantially perform his or her duties with the
                           Company and Related Companies (other than any such
                           failure resulting from the Participant's Disability);

                  (ii)     the willful engaging by the Participant in conduct
                           which is demonstrably and materially injurious to the
                           Company and Related Companies, monetarily or
                           otherwise; or

                  (iii)    the engaging by the Participant in egregious
                           misconduct involving serious moral turpitude to the
                           extent that the Participant's credibility and
                           reputation no longer conform to the standard for the
                           Company and Related Companies management employees or
                           directors, as applicable.

         For purposes of the Plan, no act, or failure to act, on an individual's
         part shall be deemed "willful" unless done, or omitted to be done, by
         the individual not in good faith and without reasonable belief that the
         individual's action or omission was in the best interest of the Company
         or the Related Company, as applicable.

         (d)      Change in Control. The term "Change in Control" means a change
                  in the beneficial ownership of the Company's voting stock
                  which occurs as follows:

                  (i)      Any "person" (as such term is used in Section 13(d)
                           and 14(d)(2) of the Securities Exchange Act of 1934)
                           other than a person owned, directly or indirectly by
                           the stockholders of the Company in substantially the
                           same proportions as their ownership of the Company,
                           is or becomes a direct owner of stock of the Company
                           representing 40 percent or more of the total voting
                           power of the Company's then outstanding stock.


                                       15
<PAGE>   16

                  (ii)     A tender offer (for which a filing has been made with
                           the SEC which purports to comply with the
                           requirements of Section 14(d) of the Securities
                           Exchange Act of 1934 and the corresponding SEC rules)
                           is made for the stock of the Company, which has not
                           been negotiated and approved by the Board. In case of
                           a tender offer described in this paragraph (ii), the
                           Change in Control will be deemed to have occurred
                           upon the first to occur of (A) any time during the
                           offer when the person (using the definition in (i)
                           above) making the offer owns or has accepted for
                           payment stock of the Company with 40 percent or more
                           of the total voting power of the Company's
                           outstanding stock or (B) three business days before
                           the offer is to terminate unless the offer is
                           withdrawn first, if the person making the offer could
                           own, by the terms of the offer plus any shares owned
                           by this person, stock with 40 percent or more of the
                           total voting power of the Company's outstanding stock
                           when the offer terminates.

                  (iii)    The stockholders of the Company approve a merger or
                           consolidation of the Company with any other company,
                           other than (A) such a merger or consolidation which
                           would result in the Company's voting stock
                           outstanding immediately prior thereto continuing to
                           represent (either by remaining outstanding or by
                           being converted into voting stock of the surviving
                           entity) more than 60% of the combined voting power of
                           the Company's or surviving entity's outstanding
                           voting stock immediately after such merger or
                           consolidation, or (B) such a merger or consolidation
                           which would result in the directors of the Company
                           who were directors immediately prior thereto
                           continuing to constitute at least 50% of the
                           directors of the surviving entity immediately after
                           such merger or consolidation. For purposes of this
                           paragraph (iv), "surviving entity" shall mean an
                           entity in which all of the Company's stockholders
                           become stockholders by the terms of such merger or
                           consolidation, and the phrase "directors of the
                           Company who were directors immediately prior thereto"
                           shall not include any director who was designated by
                           a person who has entered into an agreement with the
                           Company to effect a transaction described in this
                           paragraph (iv) or paragraph (i) next above, nor any
                           director who was not a director at the beginning of
                           the 24-consecutive-month period immediately preceding
                           the date of such merger or consolidation unless such
                           election or nomination was approved by a vote of at
                           least two-thirds of the directors then in office who
                           were directors before the beginning of such period.

         (e)      Code. The term "Code" means the Internal Revenue Code of 1986,
                  as amended. A reference to any provision of the Code shall
                  include reference to any successor provision of the Code.

         (f)      Date of Termination. A Participant's "Date of Termination"
                  shall be the date on which his employment with the Company and
                  all Related Companies terminates for any reason; provided that
                  a Date of Termination shall not be deemed to occur by reason
                  of a transfer of the Participant between the Company and a
                  Related Company or between two Related Companies; and further
                  provided that a Participant's employment shall not be
                  considered terminated while the Participant is on a leave of
                  absence from the Company or a Related


                                       16
<PAGE>   17


                  Company approved by the Participant's employer. If, as a
                  result of a sale or other transaction, a Participant's
                  employer ceases to be a Related Company (and the Participant's
                  employer is or becomes an entity that is separate from the
                  Company), the occurrence of such transaction shall be treated
                  as the Participant's Date of Termination. In the case of a
                  Participant who is a director, Date of Termination shall be
                  the date that the Participant ceases to be a member of the
                  Board.

         (g)      Disability. Except as otherwise provided by the Board, a
                  Participant shall be considered to have a "Disability" during
                  the period in which he is unable, by reason of a medically
                  determinable physical or mental impairment, to engage in any
                  substantial gainful activity, which condition, in the opinion
                  of a physician selected by the Board, is expected to have a
                  duration of not less than 120 days.

         (h)      Fair Market Value. The "Fair Market Value" of a share of Stock
                  of the Company as of any date shall be the average of the
                  closing prices for such Stock for the immediately preceding
                  five business days, as reported on the securities exchange on
                  which the Stock is primarily traded.

         (i)      Option. The term "Option" shall mean any Incentive Stock
                  Option or Non-Qualified Stock Option granted under the Plan.

         (j)      Pacific Dunlop Stockholders. The term "Pacific Dunlop
                  Stockholders" means those companies who hold stock of the
                  Company and who are direct or indirect subsidiaries of Pacific
                  Dunlop Limited.

         (k)      Performance-Based Compensation. The term "Performance-Based
                  Compensation" shall have the meaning ascribed to it in section
                  162(m)(4)(C) of the Code.

         (l)      Qualified Retirement Plan. The term "Qualified Retirement
                  Plan" means any plan of the Company or a Related Company that
                  is intended to be qualified under Section 401(a) of the Code.

         (m)      Related Companies. The term "Related Company" means any
                  company during any period in which it is a "subsidiary
                  corporation" (as that term is defined in Code Section 424(f))
                  with respect to the Company.

         (n)      Retirement. "Retirement" of a Participant shall mean the
                  occurrence of a Participant's Date of Termination under
                  circumstances that constitutes a retirement under the terms of
                  the Qualified Retirement Plan of the Company or Related
                  Company that is extended to the Participant immediately prior
                  to the Participant's Date of Termination or, if no such plan
                  is extended to the Participant on his Date of Termination,
                  under the terms of any applicable retirement policy of the
                  Participant's employer.

         (o)      SEC. "SEC" shall mean the Securities and Exchange Commission.

         (p)      Stock. The term "Stock" shall mean shares of common stock of
                  the Company.


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