<PAGE>

                                                                   Exhibit 10.41

                              Key Components, Inc.
                              Stock Incentive Plan

                                   SECTION 1

                                     PURPOSE

         The purpose of this Plan (as such term and any other capitalized terms
used herein without definition are defined in Section 2) is to foster and
promote the long-term financial success of the Company and the Subsidiaries and
materially increase stockholder value by (a) motivating superior performance by
participants in the Plan, (b) encouraging and providing for the acquisition of
an ownership interest in the Company by Employees and (c) enabling the Company
and the Subsidiaries to attract and retain the services of an outstanding
management team upon whose judgment, interest and special effort the successful
conduct of its and their operations is largely dependent.

                                   SECTION 2

                                   DEFINITIONS

         2.1. Definitions. Whenever used herein, the following terms shall have
the respective meanings set forth below:

         Act: the Securities Exchange Act of 1934, as amended.

         Adjustment Event: shall mean any stock dividend, stock split or share
combination of, or extraordinary cash dividend on, the Common Stock or
recapitalization, reorganization, merger, consolidation, splitup, spinoff,
combination or exchange of shares affecting the Common Stock, or any issuance of
any warrants or rights offering (other than any such offering under the Plan) to
purchase Common Stock at a price materially below Fair Market Value or any other
similar event affecting the Common Stock.

         Board: the Board of Directors of the Company.

         Cause: (i) the refusal or neglect of the Participant to perform
substantially his or her employment related duties, (ii) the Participant's
personal dishonesty, incompetence, willful misconduct or breach of fiduciary
duty, (iii) the Participant's conviction of or entering a plea of guilty or nolo
contendere (or any applicable equivalent thereof) to a crime constituting a
felony (or a crime or offense of equivalent magnitude in any jurisdiction) or
his or her willful violation of any other law, rule, or regulation (other than a
traffic violation or other offense or violation outside of the course of
employment which in no way adversely affects the Company or its reputation or
the ability of the Participant to perform his or her employment related duties
or to represent the Company) or (iv) the material breach by the Participant of
any covenant or agreement with the Company or any Subsidiary, or any written
policy of the Company or any Subsidiary, not to disclose any information
pertaining to the Company or any Subsidiary or not to compete or interfere with
the Company or any Subsidiary; provided that, with respect to any Participant
who is party to an employment agreement with the Company, "Cause" shall have the
meaning specified in such Participant's employment agreement or, in the case of
any such Participant who is not party to an employment agreement but is a party
to the Shareholders Agreement, "Cause" shall have the meaning specified in the
Shareholders Agreement.
<PAGE>

         Change in Control: a transaction or series of transactions (other than
a Public Offering):

              (i) involving the sale, transfer or other disposition for cash
         and/or Marketable Securities by the Kelso Entities to one or more
         persons or entities that are not, immediately prior to such sale,
         affiliates of the Company or any Kelso Entity, of all or substantially
         all of the Common Stock of the Company beneficially owned by the Kelso
         Entities as of the date of such transaction; or

              (ii) involving the sale, transfer or other disposition for cash
         and/or Marketable Securities of all or substantially all of the assets
         of the Company and the Subsidiaries, taken as a whole, to one or more
         persons or entities that are not, immediately prior to such sale,
         transfer or other disposition, affiliates of the Company or any Kelso
         Entity.

         Change in Control Price: the price per share of Common Stock paid in
conjunction with any transaction resulting in a Change in Control (as determined
in good faith by the Committee if any part of the offered price is payable other
than in cash).

         Code: the Internal Revenue Code of 1986, as amended.

         Committee: the Compensation Committee of the Board comprised of 3
members including at least one member designed by Kelso or, if there shall not
be any such committee then serving, the Board.

         Common Stock: the common stock of the Company, par value $.001 per
share.

         Company: Key Components, Inc., a New York corporation, and any
successor thereto.

         Disability: the termination of a Participant's employment with the
Company and any Subsidiary that employs Participant (or by the Company on behalf
of any such Subsidiary) as a result of such Participant's incapacity due to
reasonably documented physical or mental illness that shall have prevented such
Participant from performing his duties for the Company on a fulltime basis for
more than six months and within 30 days after written notice of termination has
been given to such Participant, such Participant shall not have returned to the
full time performance of his duties. The date of termination in the case of a
termination due to "Disability" shall be deemed to be the last day of the
aforementioned 30 day period. Notwithstanding the foregoing (i) with respect to
any Participant who is a party to an employment agreement with the Company,
"Disability" shall have the meaning, if any, specified in such Participant's
employment agreement or, with respect to any such Participant who is not party
to an employment agreement but is a party to the Shareholders Agreement,
"Disability" shall have the meaning set forth in the Shareholders Agreement, and
(ii) in the event a Participant whose employment with the Company terminates due
to Disability continues to serve as a director of or a consultant to the
Company, such Participant's employment with the Company shall not be deemed to
have terminated for purposes of the Plan or any agreements evidencing Incentive
Awards granted to such Participant until the date as of which such Participant's
services as a director of and consultant to the Company shall have also
terminated.


                                       2
<PAGE>

         Employee: any key employee of the Company or any Subsidiary.

         Fair Market Value: if no Public Offering has occurred, the fair market
value of a share of Common Stock as determined in accordance with the
Shareholders Agreement. Following a Public Offering, the Fair Market Value, on
any date of determination, shall mean the average of the closing sales prices
for a share of Common Stock as reported on a national exchange for each of the
ten business days preceding the date of determination or the average of the last
transaction prices for a share of Common Stock as reported on a nationally
recognized system of price quotation for each of the ten business days preceding
the date of determination. In the event that there are no Common Stock
transactions reported on such exchange or system on such date, Fair Market Value
shall mean the closing price on the immediately preceding date on which Common
Stock transactions were so reported.

         Good Reason: shall have the meaning specified in such Participant's
employment agreement or, in the case of any such Participant who is not party to
an employment agreement but is a party to the Shareholders Agreement, "Good
Reason" shall have the meaning specified in the Shareholders Agreement.

         Incentive Award: an award of Options under Article VI of the Plan or
the right to purchase Restricted Stock pursuant to Article VII of the Plan.

         Kelso: Kelso Investment Associates VI, L.P.

         Kelso Entities: collectively, Kelso and KEP VI, LLC.


                                       3
<PAGE>

         Marketable Securities: securities of an issuer registered pursuant to
the Securities Act of 1933, as amended (the "Securities Act") or Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any securities
subject to an underwriter's lock-up agreement; provided that, if the 50% or more
of the consideration in a Change of Control consists of cash, then "Marketable
Securities" shall also include securities of the issuer not registered pursuant
to the Securities Act or the Exchange Act but which are of the same class as
registered securities held by the public.

         Option: the right to purchase Common Stock pursuant to the terms of the
Plan at a stated price for a specified period of time. For purposes of the Plan,
an Option may be either (i) an "Incentive Stock Option" within the meaning of
Section 422 of the Code or (ii) an Option which is not an Incentive Stock Option
(a "Non-Qualified Stock Option").

         Participant: any Employee designated by the Committee to receive an
Incentive Award under the Plan.

         Permitted Transferee: a transferee permitted under Sections 1.1(b) or
1.2(b) of the Shareholders Agreement.

         Plan: this Key Components, Inc. Stock Incentive Plan, as set forth
herein and as the same may be amended from time to time in accordance with its
terms.

         Public Offering: a public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, that covers
(together with prior registrations) (a) not less than 20% of the outstanding
shares of Common Stock, on a fully diluted basis, or (b) shares of Common Stock
that, after the closing of such public offering, will be traded on the New York
Stock Exchange, the American Stock Exchange or the National Association of
Securities Dealers Automated Quotation System.

         Registration Rights Agreement: the Registration Rights Agreement, dated
as of May 23, 2000, among the Company, the Kelso Entities and certain other
stockholders of the Company, as currently in effect or as may hereafter be
amended from time to time.

         Restricted Period: the period during which Restricted Stock is subject
to forfeiture.

         Restricted Stock: Common Stock purchased by a Participant in accordance
with the terms and conditions of Article VII hereof that is forfeitable by the
Participant until the achievement of a specified period of future service or
otherwise as determined by the Committee or in accordance with the terms of the
Plan.

         Retirement: termination of a Participant's employment on or after the
date the Participant attains age 65. Notwithstanding the foregoing, (i) with
respect to any Participant who is a party to an employment agreement with the
Company, "Retirement" shall have the meaning, if any, specified in such
Participant's employment agreement or, with respect to any such Participant who
is not party to an employment agreement but is a party to the Shareholders
Agreement, "Retirement" shall have the meaning specified in the Shareholders
Agreement, and (ii) in the event a Participant whose employment with the Company
terminates due to Retirement continues to serve as a director of or a consultant
to the Company, such Participant's employment with the Company shall not be
deemed to have terminated for purposes of the Plan or any agreement evidencing
Incentive Awards granted to such Participant until the date as of which such
Participant's services as a director of and consultant to the Company shall have
also terminated, at which time the Participant shall be deemed to have
terminated employment due to retirement.


                                       4
<PAGE>

         Shareholders Agreement: the Shareholders Agreement, dated as of May 23,
2000, among the Company, the Kelso Entities and certain other stockholders of
the Company, as currently in effect or as may hereafter be amended from time to
time.

         Subsidiary: any corporation a majority of whose outstanding voting
securities is owned, directly or indirectly, by the Company.

         Voluntary Resignation: the voluntary resignation of the Participant's
employment with the Company or any Subsidiary; provided that, in the case of any
such Participant who is a party to an employment agreement, "Voluntary
Resignation" shall have the meaning specified in the employment agreement or, in
the case of any such Participant who is not party to an employment agreement but
is a party to the Shareholders Agreement, "Voluntary Resignation" shall have the
meaning specified in the Shareholders Agreement, if any.

         2.2. Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender shall include the feminine gender, the singular
shall include the plural, and the plural shall include the singular.

                                   SECTION 3

                          ELIGIBILITY AND PARTICIPATION

         Participants in the Plan shall be those Employees selected by the
Committee to participate in the Plan. The selection of an Employee as a
Participant shall neither entitle such Employee to, nor disqualify such Employee
from, participation in any other award or incentive plan of the Company or any
Subsidiary.


                                       5
<PAGE>

                                   SECTION 4

                                 ADMINISTRATION

         4.1. Power to Grant and Establish Terms of Incentive Awards. The
Committee shall have the discretionary authority, subject to the terms of the
Plan, to determine the Employees to whom Incentive Awards shall be granted
(which may include Employees who are members of the Committee) and the terms and
conditions of any and all Incentive Awards, including, but not limited to,
whether such Incentive Award includes Options or Restricted Stock or both, the
number of shares of Common Stock covered by an Incentive Award, the time or
times at which Incentive Awards shall be granted, the terms and provisions of
the instruments by which such Incentive Awards shall be evidenced, and to
designate Options as Incentive Stock Options or Non-Qualified Stock Options. The
proper officers of the Company may suggest to the Committee the Participants who
should receive Incentive Awards. The terms and conditions of each Incentive
Award grant shall be determined by the Committee at the time of such offer or
grant and such terms and conditions shall not be subsequently changed in a
manner which would be adverse to the Participant without the consent of the
Participant to whom such Incentive Award has been granted, even if this Plan
shall be subsequently amended. The Committee may establish different terms and
conditions for different Participants receiving Incentive Awards and for the
same Participant for each Incentive Award such Participant may receive, whether
or not granted at the same or different times. The grant of any Incentive Award
to any Employee shall neither entitle such Employee to, nor disqualify him from,
the grant of any other Incentive Awards.

         4.2. Administration. The Committee shall be responsible for the
administration of the Plan. Resolutions or actions made or taken by the
Committee shall require the unanimous vote of all members of the Committee. Any
Incentive Award granted by the Committee may be subject to such conditions, not
inconsistent with the terms of the Plan, as the Committee shall determine, in
its sole discretion. The Committee shall have discretionary authority to
prescribe, amend and rescind rules and regulations relating to the Plan, to
provide for conditions deemed necessary or advisable to protect the interests of
the Company, to interpret the Plan and to make all other determinations
necessary or advisable for the administration and interpretation of the Plan and
to carry out its provisions and purposes. Determinations, interpretations or
other actions made or taken by the Committee pursuant to the provisions of the
Plan shall be final, binding and conclusive for all purposes and upon all
persons and shall be given deference in any proceeding with respect thereto. The
Committee may consult with legal counsel, who may be counsel to the Company, and
shall not incur any liability for any action taken in good faith in reliance
upon the advice of counsel.


                                       6
<PAGE>

                                   SECTION 5

                              STOCK SUBJECT TO PLAN

         5.1. Number. Subject to the provisions of Section 5.3, the number of
shares of Common Stock subject to Incentive Awards under the Plan may not exceed
204,879.11 shares. The shares of Common Stock to be delivered under the Plan may
consist, in whole or in part, of shares held in treasury or authorized but
unissued shares not reserved for any other purpose.

         5.2. Canceled, Terminated or Forfeited Awards. Any shares of Common
Stock subject to an Incentive Award which for any reason expires or is canceled
or forfeited, terminated, substituted for or otherwise settled without the lapse
of restriction or the issuance of such shares of Common Stock shall again be
available for purchase or grant under the Plan.

         5.3. Adjustment in Capitalization. The aggregate number of shares of
Common Stock available for grants of Incentive Awards under Section 5.1 or
subject to outstanding Incentive Award grants and the respective prices and/or
vesting criteria applicable to outstanding Incentive Awards shall be
proportionately adjusted to reflect, as deemed equitable and appropriate by the
Committee, each Adjustment Event. To the extent deemed equitable and appropriate
by the Committee, in its good faith judgment, and subject to any required action
by stockholders, in any merger, consolidation, reorganization, liquidation,
dissolution or other similar transaction (other than a Change in Control), any
Incentive Award granted under the Plan shall pertain to the securities or other
property to which a holder of the number of shares of Common Stock covered by an
Incentive Award would have been entitled to receive in connection with such
event.

                                   SECTION 6

                                  STOCK OPTIONS

         6.1. Grant of Options. Options may be granted to Participants at such
time or times as shall be determined by the Committee. Options granted pursuant
to this Plan may be of the two types (i) Incentive Stock Options and (ii)
Non-Qualified Stock Options. The date of grant of an Option under the Plan will
be the date on which the Option is awarded by the Committee or, if so determined
by the Committee on the date of award of an Option, the date on which occurs any
event the occurrence of which is an express condition precedent to the grant of
the Option. The Committee shall determine the number of Options, if any, to be
granted to a Participant. Each Option shall be evidenced by an Option agreement
that shall specify the type of Option granted, the exercise price, the duration
of the Option, the number of shares of Common Stock to which the Option
pertains, the conditions upon which the Options or any portion thereof shall
become vested or exercisable and otherwise shall be in substantially the form of
the Option agreement attached hereto as Exhibit A, subject to such changes not
inconsistent with the Plan as the Committee shall determine, in its good faith
judgment, to be equitable and appropriate.


                                       7
<PAGE>

         6.2. Option Price. Non-Qualified Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price per share of
Common Stock determined by the Committee, provided that such per share exercise
price may not be less than the Fair Market Value of a share of Common Stock on
the date the Option is granted.

         6.3. Exercise of Options. Options awarded to a Participant under the
Plan shall be exercisable at such times and shall be subject to such
restrictions and conditions, including the performance of a minimum period of
service or the satisfaction of performance goals, as the Committee may impose at
the time of grant of such Options, subject to the Committee's right to
accelerate the exercisability of such Options in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable on or after the tenth anniversary
of the date on which it is granted. Except as may be provided in any provision
approved by the Committee pursuant to this Section 6.3, after becoming
exercisable each installment of an Option shall remain exercisable until
expiration, termination or cancellation of the Option. Subject to Section 11.7,
an Option may be exercised from time to time, in whole or in part, up to the
total number of shares of Common Stock with respect to which it is then
exercisable.

         6.4. Payment. The Committee shall establish procedures governing the
exercise of Options, which shall require that (x) as a condition to the issuance
of any shares of Common Stock upon the exercise of the Options prior to a Public
Offering, the Participant become a party to the Shareholders Agreement and the
Registration Rights Agreement with respect to such shares, (y) written notice of
exercise be given to the Company and (z) the Option exercise price be paid in
full at the time of exercise in one of the following ways: (i) in cash or cash
equivalents, including an assignment by the Option holder to the Company of the
right to receive cash proceeds from the sale of any Common Stock subject to the
Option, or (ii) at any time following a Public Offering, in unencumbered shares
of Common Stock which have been owned by the Participant for at least six months
(or such longer period as is required by applicable accounting standards to
avoid a charge to earnings) having an aggregate Fair Market Value on the date of
exercise equal to such aggregate Option exercise price or in a combination of
cash and such unencumbered shares of Common Stock. Subject to Section 11.4, as
soon as practicable after receipt of a written exercise notice, payment of the
Option exercise price and receipt of evidence of the Participant's execution of
the Shareholders Agreement in accordance with this Section 6.4, the Company
shall deliver to the Participant a certificate or certificates representing the
acquired shares of Common Stock.

         6.5. Substitute Options. The Committee shall have the right, subject to
the consent of Participants to whom Options have been granted, to grant in
substitution for outstanding Options, replacement Options which may contain
terms more favorable to the Participant than the Options they replace,
including, without limitation, a lower exercise price (subject to Section 6.2),
and to cancel replaced Options.


                                       8
<PAGE>

         6.6. Incentive Stock Options. Notwithstanding anything in the Plan to
the contrary, no term of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive Stock Option previously granted to fail to qualify for the
federal income tax treatment afforded under Section 421 of the Code.

                                   SECTION 7

                                Restricted Stock

         7.1. Offers to Purchase Restricted Stock. Offers to purchase Restricted
Stock may be made to Participants at such time or times as shall be determined
by the Committee. The Committee shall determine the number of shares of
Restricted Stock, if any, to be granted to a Participant, the purchase price
thereof (which shall not be less than Fair Market Value of the Common Stock on
the date of purchase), and the applicable Restricted Period. All Restricted
Stock shall be subject to the Shareholders Agreement and Registration Rights
Agreement. The Committee shall require that the stock certificates evidencing
any Restricted Stock be held in the custody of the Secretary of the Company
until the Restricted Period has lapsed and the Promissory Note (as described
below) has been fully satisfied, and that, as a condition of the offer to
purchase any Restricted Stock, the Participant shall have delivered a duly
executed undated instrument of transfer or assignment in blank, having attached
thereto or to such Restricted Stock certificate all requisite stock or other
applicable or documentary tax stamps, all in form and substance satisfactory to
the Company, relating the Common Stock covered by such offer to purchase. Each
purchase of Restricted Stock shall be made pursuant to a Restricted Stock
subscription agreement that shall include, among other things, provisions
providing (i) for appropriate restrictions on the transfer of any shares of
Restricted Stock, including restrictions on transfer of such shares during the
period specified therein prior to and following any registered public offering
of any shares of Common Stock, (ii) that the Restricted Stock shall be subject
to the terms and provisions of the Shareholders Agreement and Registration
Rights Agreement, and (iii) for such other terms and provisions as are
determined by the Committee, and which shall be in substantially the form of
Restricted Stock Subscription Agreement attached hereto as Exhibit B subject to
changes not inconsistent with the Plan as the Committee shall determine, in its
good faith judgment, to be equitable and appropriate.


                                       9
<PAGE>

         7.2. Payment; Loans. Upon acceptance of the offer to purchase
Restricted Stock, the Participant shall pay the purchase price at the closing
described in the Restricted Stock Subscription Agreement. The Company may, in
its sole discretion, lend money to a Participant to purchase Restricted Stock
which shall be evidenced by a promissory note which shall include, among other
things, provisions providing for the applicable interest rate, repayment
schedule and term of the loan, the extent such loan is with recourse to the
Participant, foreclosure procedures and such other terms and provisions as are
determined by the Committee, and which shall be substantially in the form of
Promissory Note attached hereto as Exhibit C. The Participant shall pledge his
Restricted Stock to the Company as security for repayment of the loan and such
pledge shall be evidenced by a pledge agreement which shall include, among other
things, provisions providing for the transfer of the collateral and any
distributions made thereon to the pledgee and such other terms and provisions as
are determined by the Committee, and which shall be substantially in the form of
Pledge Agreement attached hereto as Exhibit D. If a Participant fails to make
any payment required pursuant to the Promissory Note, the Company may foreclose
on the loan and otherwise enforce its rights under the Promissory Note, Pledge
Agreement or any other agreement in respect of the Restricted Stock.

         7.3. Restrictions on Transferability. Except as provided in Section
11.1 or in the Restricted Stock Subscription Agreement, no Restricted Stock may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
until the lapse of the Restricted Period. Thereafter, Restricted Stock may only
be sold, transferred, pledged, assigned or otherwise alienated or hypothecated
in compliance with all applicable securities laws, the Restricted Stock
Subscription Agreement, Shareholders Agreement and any other agreement to which
the Restricted Stock is subject.

         7.4. Rights as a Stockholder. Unless otherwise determined by the
Committee at the time of grant or otherwise provided in the Restricted Stock
Purchase Agreement, the Shareholders Agreement or any other agreement to which
the Restricted Stock is subject, Participants holding shares of Restricted Stock
granted hereunder may exercise full voting rights and other rights as a
stockholder with respect to those shares during the Restricted Period.

         7.5. Dividends and Other Distributions. Unless otherwise determined by
the Committee at the time of grant and subject to the Restricted Stock
Subscription Agreement, Promissory Note, Pledge Agreement and any other
agreement to which the Restricted Stock is subject, Participants holding
outstanding shares of Restricted Stock shall be entitled to receive all
dividends and other distributions paid with respect to those shares, provided,
that if any such dividends or distributions are paid in shares of Common Stock
or other securities, such shares shall be subject to the same forfeiture
restrictions and restrictions on transferability as apply to the Restricted
Stock with respect to which they were paid.


                                       10
<PAGE>

                                   SECTION 8

                            Termination of Employment

         8.1. Repurchase of Options. Unless otherwise determined by the
Committee at the time of grant, upon any termination of a Participant's
employment with the Company, the Company may repurchase all or any portion of
the Options then held by such Participant that are exercisable as of the date of
such termination for a cash payment equal to the excess, if any, of (i) the Fair
Market Value of the shares of Common Stock subject to such Option (or to the
portion thereof so purchased), over (ii) the aggregate Option exercise price for
such shares and on such other terms and conditions as the Committee shall
establish at the date of grant.

         8.2. Exercise Period of Options Following Termination.

                  (a) Termination of Employment Due to Retirement or Other
         Special Termination. Subject to Section 8.1, unless otherwise
         determined by the Committee at the time of grant, in the event a
         Participant's employment with the Company terminates by reason of
         Retirement, without Cause or for Good Reason, any Options granted to
         such Participant which, on or prior to the date of such termination,
         have become exercisable in accordance with Section 6.3, may be
         exercised at any time prior to the first anniversary of the
         Participant's termination of employment or the expiration of the term
         of the Options, whichever period is shorter.

                  (b) Termination of Employment Due to Death or Disability.
         Subject to Section 8.1, unless otherwise determined by the Committee at
         the time of grant, in the event a Participant's employment with the
         Company terminates by reason of death or Disability, any Options
         granted to such Participant which on or prior to the date of such
         termination, have become exercisable in accordance with Section 6.3,
         may be exercised by the Participant or the Participant's designated
         beneficiary (or, if no such beneficiary is named, in accordance with
         Section 11.2) at any time prior to the first anniversary of the
         Participant's termination of employment or the expiration of the term
         of the Options, whichever period is shorter.

                  (c) Termination of Employment For Cause or Voluntary
         Resignation. Unless otherwise determined by the Committee at the time
         of grant, in the event a Participant's employment with the Company is
         terminated for Cause or by reason of the Participant's Voluntary
         Resignation, all Options granted to such Participant which are then
         outstanding (whether or not exercisable on or prior to the date of such
         termination) shall be immediately forfeited and canceled.


                                       11
<PAGE>

                  (d) Termination of Employment for Any Other Reason. Subject to
         Section 8.1, unless otherwise determined by the Committee at or after
         the time of grant, in the event the Participant's employment with the
         Company terminates for any reason other than the ones described in
         Sections 8.2(a), 8.2(b) or 8.2(c), any Options granted to such
         Participant which, on or prior to the date of such termination, have
         become exercisable in accordance with Section 6.3, may be exercised at
         any time during the 60 day period following the Participant's
         termination of employment or the expiration of the term of such
         Options, whichever period is shorter.

                  (e) Termination of Options. Unless otherwise determined by the
         Committee at the date of grant, upon the termination of a Participant's
         employment, any Options that are not then exercisable shall terminate
         and be canceled effective upon the date of such termination.

         8.3. Repurchase of Restricted Stock.

                  (a) Termination for Cause or Voluntary Resignation. Prior to
         the lapse of the Restricted Period and unless otherwise determined by
         the Committee at the time of purchase, upon termination of a
         Participant's employment with the Company for Cause or for Voluntary
         Resignation, the Company may repurchase all or any portion of the
         Restricted Stock for which the Restricted Period has not lapsed then
         held by such Participant for a cash payment equal to the excess, if
         any, of (i) the lesser of (x) Fair Market Value - - of the shares of
         Restricted Stock (or the portion thereof so purchased), and (y) the
         purchase price of - the Restricted Stock to the Participant, over (ii)
         any amount due the Company in respect of the -- Restricted Stock.
         Unless otherwise determined by the Committee at the time of purchase,
         the repurchase rights of the Company with respect to the Restricted
         Stock for which the Restricted Period has lapsed upon termination of
         the Participant's employment for Cause or Voluntary Resignation shall
         be determined in accordance with the Shareholders Agreement.

                  (b) Termination for Any Other Reason. Prior to the lapse of
         the Restricted Period and unless otherwise determined by the Committee
         at the time of purchase, upon termination of a Participant's employment
         with the Company other than for Cause or Voluntary Resignation, the
         Company may repurchase all or any portion of the Restricted Stock then
         held by such Participant for which the Restricted Period has not lapsed
         as of the date of termination for a cash payment equal to (i) the
         purchase price of the Restricted Stock to the Participant, over (ii)
         any amount due the Company in respect of the Restricted Stock. Unless
         otherwise determined by the Committee at the time of purchase, the
         repurchase rights of the Company with respect to the Restricted Stock
         for which the Restricted Period has lapsed upon termination of the
         Participant's employment other than for Cause or Voluntary Resignation
         shall be determined in accordance with the Shareholders Agreement.


                                       12
<PAGE>

         8.4. Committee Discretion. Notwithstanding anything else contained in
this Section 8 to the contrary, the Committee may (i) permit all or any portion
of any Option to be exercised following a Participant's termination of
employment for any reason on such terms and subject to such conditions not less
favorable to such Participant than those terms and conditions provided for
herein or in the Option agreement evidencing the grant to such Participant of
the applicable Options, as the Committee shall determine for a period up to and
including, but not beyond, the expiration of the term of such Options, and (ii)
accelerate termination of the Restricted Period with respect to any Restricted
Stock following a Participant's termination of employment for any reason on such
terms and subject to such conditions not less favorable to such Participant than
those terms and conditions provided for herein or in the Restricted Stock
Subscription Agreement evidencing the purchase by the Participant of the
applicable Restricted Stock, as the Committee shall determine, at any time and
from time to time.

         8.5. Use of Proceeds. If the Company elects to repurchase (i) any
Options pursuant to Section 8.1, or (ii) any Restricted Stock pursuant to
Section 8.3, the Company shall apply the proceeds from such repurchase to any
and all outstanding obligations of the Participant due the Company in respect of
the Restricted Stock, including, without limitation, the Note Agreement.

                                   SECTION 9

                                CHANGE IN CONTROL

         9.1. Accelerated Vesting and Payment. Unless otherwise determined by
the Committee at the time of grant, in the event of a Change in Control, each
Option that, by its terms, becomes exercisable solely upon the completion of a
stated period of service (whether or not then vested or exercisable, as the case
may be), together with any outstanding Options that, prior to or in connection
with such Change in Control, have become vested or exercisable, as the case may
be, in connection with the attainment of performance objectives, shall be
canceled in exchange for a payment in cash by the Company to each Option holder
of an amount equal to the excess of the Change in Control Price over the
exercise price for such Option (except as provided in Section 9.2 below). The
terms and conditions applicable to any Options granted hereunder that may become
vested upon the attainment of performance objectives shall not be affected in
any way by reason of this Section 9. Unless otherwise determined by the
Committee at the time of purchase, in the event of a Change in Control, the
Restricted Period in respect of all Restricted Stock shall lapse.


                                       13
<PAGE>

         9.2. Alternative Awards. Notwithstanding Section 9.1, if provided in
the agreement evidencing the Incentive Awards, no cancellation, acceleration of
exercisability, vesting, cash settlement or other payment shall occur with
respect to any Incentive Award that would otherwise have been canceled pursuant
to Section 9.1 if the Committee reasonably determines in good faith prior to the
occurrence of a Change in Control that such Incentive Award shall be honored or
assumed, or new rights substituted therefor (such honored, assumed or
substituted award hereinafter called an "Alternative Award") by a Participant's
employer (or the parent or a subsidiary of such employer) immediately following
the Change in Control, provided that any such Alternative Award must:

              (i) provide such Participant (or each Participant in a class of
         Participants) with rights and entitlements substantially equivalent to
         or better than the rights applicable under such Incentive Award,
         including, but not limited to, a substantially similar or better
         exercise or vesting schedule and substantially similar or better timing
         and methods of payment;

              (ii) have substantially equivalent economic value to such
         Incentive Award (determined at the time of the Change in Control); and

              (iii) have terms and conditions which provide that in the event
         that the Participant's employment is involuntarily terminated or
         terminated for Good Reason following a Change in Control any conditions
         on a Participant's rights under, or any restrictions on transfer or
         exercisability (including vesting) applicable to, each such Alternative
         Award shall be waived or shall lapse, as the case may be.

                                   SECTION 10

                AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

         The Committee may, with the consent of the Company's Chief Executive
Officer (or if none, another senior executive designated by the Committee), at
any time terminate or suspend the Plan and from time to time amend or modify the
Plan. No such action of the Committee may, without the consent of a Participant,
alter or impair such Participant's rights under any previously granted Incentive
Award.

                                   SECTION 11

                            MISCELLANEOUS PROVISIONS

         11.1. Nontransferability of Incentive Awards. Unless the Committee
shall permit (on such terms and conditions as it shall establish) an Incentive
Award to be transferred to a Permitted Transferee, no Incentive Award granted
under the Plan may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. All rights with respect to any Incentive Award granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant or, if applicable, a Permitted Transferee.


                                       14
<PAGE>

         11.2. Beneficiary Designation. Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee and will be effective only when
filed by the Participant in writing with the Committee during his lifetime. In
the absence of any such designation, benefits remaining unpaid or Incentive
Awards outstanding at the Participant's death shall be paid to or exercisable by
the Participant's surviving spouse, if any, or otherwise to or by his estate.

         11.3. No Guarantee of Employment or Participation; No Additional
Compensation for Loss of Rights Under Plan. Nothing in the Plan shall interfere
with or limit in any way the right of the Company to terminate any Participant's
employment at any time, nor confer upon any Participant any right to continue in
the employ of the Company. No Employee shall have a right to be selected as a
Participant, or, having been so selected, to receive any future Incentive Award
grants. If any Participant's employment with the Company or any Subsidiary shall
be terminated for any reason, such Participant shall not be entitled to any
compensation or other form of remuneration with respect to such termination
(except as otherwise provided herein) to compensate such Participant for the
loss of any rights under the Plan notwithstanding any provision to the contrary
in his or her contract of employment.

         11.4. Tax Withholding. The Company or any Subsidiary shall have the
power to withhold, or require a Participant to remit to the Company or such
Subsidiary promptly upon notification of the amount due, an amount sufficient to
satisfy the statutory minimum amount of all Federal, state, local and foreign
withholding tax requirements with respect to any Incentive Award and the Company
or such Subsidiary may defer payment of cash or issuance or delivery of Common
Stock until such requirements are satisfied.

         11.5. Indemnification. Each person who is or shall have been a member
of the Board or the Committee shall be indemnified and held harmless by the
Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any
judgment in any such action, suit or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or By-laws, by contract,
as a matter of law or otherwise.


                                       15
<PAGE>

         11.6. No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans or to pay
compensation to its employees in cash or property.

         11.7. Requirements of Law. The granting of Incentive Awards and the
issuance of shares of Common Stock shall be subject to all applicable laws,
rules, and regulations and to such approvals by any governmental agencies or
national securities exchanges as may be required.

         11.8. Legend. Any stock certificate issued to a Participant in respect
of shares of Restricted Stock shall bear the following (or similar) legend:

         "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
         TERMS AND CONDITIONS CONTAINED IN THE KEY COMPONENTS, INC. STOCK
         INCENTIVE PLAN AND THE RESTRICTED STOCK AGREEMENT, DATED AS OF MAY 23,
         2000, BETWEEN THE COMPANY AND THE PARTICIPANT, AND MAY NOT BE SOLD,
         PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE ENCUMBERED IN
         ANY MANNER (EXCEPT AS PROVIDED IN THE PLAN OR IN SUCH AGREEMENT).

and any other legend set forth in the Restricted Stock Agreement.

         11.9. Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of New York.

         11.10. No Impact On Benefits. Options granted under the Plan are not
compensation for purposes of calculating an Employee's rights under any employee
benefit plan.

         11.11. Securities Law Compliance. Instruments evidencing the grant of
Incentive Awards may contain such other provisions, not inconsistent with the
Plan, as the Committee deems advisable, including a requirement that the
Participant represent to the Company in writing, when he receives shares of
Restricted Stock or upon exercise of an Option (or at such other time as the
Committee deems appropriate) that he is acquiring such shares (unless they are
then covered by an effective registration statement filed under the Securities
Act of 1933, as amended) for his own account for investment only and with no
present intention to transfer, sell or otherwise dispose of such shares except
such disposition by a legal representative as shall be required by will or the
laws of any jurisdiction in winding up the estate of the Participant. Such
shares shall be transferable only if the proposed transfer shall be permissible
pursuant to the Plan and if, in the opinion of counsel satisfactory to the
Company, such transfer at such time will be in compliance with all applicable
securities laws.


                                       16
<PAGE>

         11.12. Freedom of Action. Subject to Section 9, nothing in the Plan or
any agreement entered into pursuant to this Plan, shall be construed as limiting
or preventing the Company from taking any action with respect to the operation
or conduct of its business that it deems appropriate or in its best interest.

         11.13. No Right to Particular Assets. Nothing contained in the Plan and
no action taken pursuant to the Plan shall create or be construed to create a
trust of any kind or any fiduciary relationship between the Company and any
Participant or executor, administrator or other personal representative or
designated beneficiary of such Participant, or any other persons. Any reserves
that may be established by the Company in connection with this Plan shall
continue to be held as part of the general funds of the Company, and no
individual or entity other than the Company shall have any interest in such
funds until paid to a Participant. To the extent that any Participant or his
executor, administrator or other personal representative, as the case may be,
acquires a right to receive any payment from the Company pursuant to this Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company.

         11.14. Severability of Provisions. If any provision of this Plan shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be construed and
enforced as if such provision had not been included.

         11.15. Term of Plan. This Plan shall be effective as of September 13,
2000 and shall expire on the tenth anniversary of such date (except as to
Incentive Awards outstanding on that date), unless sooner terminated pursuant to
Section 10.


                                       17