Exhibit 10.1
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                           GENERAL DATACOMM INDUSTRIES
                            2005 STOCK AND BONUS PLAN

               SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The name of the plan is the General DataComm Industries, Inc. 2005
Stock and Bonus Plan (the "PLAN"). The purpose of the Plan is to encourage and
enable the officers, directors and employees of General DataComm Industries,
Inc. (the "COMPANY") and its Subsidiaries upon whose judgment, initiative and
efforts the Company largely depends for the successful conduct of its business,
to either acquire a proprietary interest in the Company or otherwise being
additionally compensated for their efforts on behalf of the Company. It is
anticipated that providing such persons with a direct stake in the Company's
welfare or otherwise being additionally compensated, will assure a closer
identification of their interests with those of the Company and its stockholders
thereby stimulating their efforts on the Company's behalf and strengthening
their desire to remain with the Company.

         The following terms shall be defined as set forth below:

         "ACT" means the Securities Exchange Act of 1934, as amended.

         "AWARD" or "AWARDS", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Conditioned Stock Awards and Unrestricted Stock Awards.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means personal dishonesty with respect to the Company, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final cease
and desist order.

         "CHANGE OF CONTROL" shall have the meaning set forth in Section 13.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "COMMON STOCK" means the Common Stock, $.01 par value, of the Company,
subject to adjustments pursuant to Section 3.

         "COMMITTEE" shall have the meaning set forth in Section 2.

         "CONDITIONED STOCK AWARD" means an Award granted pursuant to Section 6.

         "DISABILITY" means disability as set forth in Section 22(e) (3) of the
Code.

         "EFFECTIVE DATE" shall have the meaning set forth in Section 15.

         "ELIGIBLE PERSON" shall have the meaning set forth in Section 4.

         "FAIR MARKET VALUE" on any given date means the closing price per share
of the Stock on the trading day immediately preceding such date as reported by
the NASDAQ Stock Market or another nationally recognized stock exchange, or, if

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the Stock is not listed on such an exchange, the fair market value of the Stock
as determined by the Committee.

         "INCENTIVE STOCK OPTION" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

         "NORMAL RETIREMENT" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.

         "OPTION" or "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "PLAN OF REORGANIZATION" means the plan of reorganization of the
Company in its Chapter 11 proceedings in the United States Bankruptcy Court for
the District of Delaware.

         "STOCK" means the Common Stock of the Company.

         "SUBSIDIARY" means a subsidiary as defined in Section 424 of the Code.

         "UNRESTRICTED STOCK AWARD" means an Award granted pursuant to Section
7.

         SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT
PARTICIPANTS AND DETERMINE AWARDS.

         (a)      COMMITTEE. The Plan shall be administered by a committee of
the Board (the "Committee") consisting of all members of the Stock Option
Committee of the Company. Except as specifically reserved to the Board under the
terms of the Plan, the Committee shall have full and final authority to operate,
manage and administer the Plan on behalf of the Company. Action by the Committee
shall require the affirmative vote of a majority of all members thereof.

         (b)      POWERS OF COMMITTEE. The Committee shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

                  (i) to select the officers, directors and other employees of
the Company and its Subsidiaries to whom Awards may from time to time be
granted;

                  (ii) to determine the time or times of grant, and the extent,
if any, of Incentive Stock Options, Non-Qualified Stock Options, Conditioned
Stock and Unrestricted Stock Awards, or any combination of the foregoing,
granted to any one or more participants;

                  (iii) to determine the number of shares to be covered by any
Award;

                  (iv) to determine and modify the terms and conditions,
including restrictions, not inconsistent with the terms of the Plan, of any
Award, which terms and conditions may differ among individual Awards and
participants, and to approve the form of written instruments evidencing the
Awards; PROVIDED, HOWEVER, that no such action shall adversely affect rights
under any outstanding Award without the participant's consent; and PROVIDED

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FURTHER that the Committee shall have no authority to change the exercise or
purchase price of any Award after the initial grant of the Award;

                  (v) to accelerate the exercisability or vesting of all or any
portion of any Award;

                  (vi) subject to the provisions of Section 5(a) (ii), to extend
the period in which any outstanding Stock Option may be exercised, provided,
however, that such modification of an Incentive Stock Option may cause the
option to fail to satisfy the incentive stock option requirements of the Code
and may not be effected without the consent of the holder;

                  (vii) to determine whether, and under what circumstances Stock
and other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the participant and whether and to what
extent the Company shall pay or credit amounts equal to interest (at rates
determined by the Committee) or dividends or deemed dividends on such deferrals;
and

                  (viii) to adopt, alter and repeal such rules, guidelines and
practices for administration of the Plan and for its own acts and proceedings as
it shall deem advisable; to interpret the terms and provisions of the Plan and
any Award (including related written instruments); to make all determinations it
deems advisable in the administration of the Plan; to decide all disputes
arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

         SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

         (a)      SHARES ISSUABLE. The maximum number of shares of Stock with
respect to which Awards may be granted under the Plan shall be one million two
hundred thousand (1,200,000) shares of Common Stock. For purposes of this
limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company or otherwise terminated (other than by
exercise) shall be added back to the shares of Stock with respect to which
Awards may be granted under the Plan so long as the participants to whom such
Awards had been previously granted retained no benefits of ownership of the
underlying shares of Stock to which the Award related. Likewise, if any Option
is exercised by the delivery of a number of shares of Stock, either actually or
by attestation, to the Company as full or partial payment in connection with the
exercise of an Option under this or any prior plan of the Company, only the
number of shares of Stock issued net of the shares of Stock delivered shall be
deemed issued for purposes of determining the maximum number of shares of Stock
available for issuance under the Plan. Subject to such overall limitation, any
type or types of Award may be granted with respect to shares, including
Incentive Stock Options. Shares issued under the Plan may be authorized but
unissued shares or shares reacquired by the Company.

         (b)      STOCK DIVIDENDS, MERGERS, ETC. In the event that the Company
effects a stock dividend or distribution in excess of 5% in the aggregate in any
one fiscal year, or stock split, reverse stock split, combination, or similar
change in capitalization affecting the Stock, the Committee shall make
appropriate adjustments in (i) the number and kind of shares of stock or
securities with respect to which Awards may thereafter be granted (including
without limitation the limitations set forth in Section 3(a) above), (ii) the
number and kind of shares remaining subject to Outstanding Awards, and (iii) the
option or purchase price in respect of such shares. No Award adjustment shall be
made for stock dividends, stock distributions or splits which are not in excess
of 5% in any one fiscal year in the aggregate (even though the cumulative total
of such stock dividends, distributions or splits over the life of Award may be
in excess of 5% in the aggregate), cash dividends or the issuance to
stockholders of the Company of rights to subscribe for additional Stock or other

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securities. In the event of any merger, consolidation, dissolution or
liquidation of the Company, the Committee in its sole discretion may, as to any
outstanding Awards, make such substitution or adjustment in the aggregate number
of shares reserved for issuance under the Plan and in the number and purchase
price (if any) of shares subject to such Awards as it may determine and as may
be permitted by the terms of such transaction, or accelerate, amend or terminate
such Awards upon such terms and conditions as it shall provide (which, in the
case of the termination of the vested portion of any Award, shall require
payment or other consideration which the Committee deems equitable in the
circumstances), subject, however, to the other provisions of the Plan and
provided no such change in the Plan or Award adversely affects the rights of the
holder of such Award without the holder's consent.

         (c)      SUBSTITUTE AWARDS. The Committee may grant Awards under the
Plan in substitution for stock and stock based awards held by employees of
another corporation who concurrently become employees of the Company or a
Subsidiary as the result of a merger or consolidation of the employing
corporation with the Company or a Subsidiary or the acquisition by the Company
or a Subsidiary of property or stock of the employing corporation (collectively,
"MERGER"). The Committee may direct that the substitute awards be granted on
such terms and conditions as the Committee considers appropriate in the
circumstances.

         SECTION 4. ELIGIBILITY.

         Awards may be granted only to directors, officers or employees of the
Company or its Subsidiaries ("ELIGIBLE PERSONS").

         SECTION 5. STOCK OPTIONS.

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. To the extent that any option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.

         No Incentive Stock Option shall be granted under the Plan after the
tenth anniversary of the Effective Date.

         (a)      GRANT OF STOCK OPTIONS. The Committee in its discretion may
determine the effective date of Stock Options, PROVIDED, HOWEVER, that grants of
Incentive Stock Options shall be made only to persons who are, on the effective
date of the grant, employees of the Company or any Subsidiary. Stock Options
granted pursuant to this Section 5(a) shall be subject to the following terms
and conditions and the terms and conditions of Sections 11 and 12 and shall
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall deem desirable.

                  (i) EXERCISE PRICE. The exercise price per share for the Stock
         covered by a Stock Option granted pursuant to this Section 5(a) shall
         be determined by the Committee at the time of grant but shall be not
         less than one hundred percent (100%) of the Fair Market Value on the
         date of grant. If an employee owns or is deemed to own (by reason of
         the attribution rules applicable under Section 424(d) of the Code) more
         than ten percent (10%) of the combined voting power of all classes of
         stock of the Company or any Subsidiary or parent corporation and an
         Incentive Stock Option is granted to such employee, the option price
         shall be not less than one hundred ten percent (110%) of the Fair
         Market Value on the grant date.

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                  (ii) OPTION TERM. The term of each Stock Option shall be fixed
         by the Committee but no Stock Option shall be exercisable more than ten
         (10) years after the date the option is granted. If an employee owns or
         is deemed to own (by reason of the attribution rules of Section 424(d)
         of the Code) more than ten percent (10%) of the combined voting power
         of all classes of stock of the Company or any Subsidiary or parent
         corporation and an Incentive Stock Option is granted to such employee,
         the term of such option shall be no more than five (5) years from the
         date of grant.

                  (iii) EXERCISABILITY; RIGHTS OF A STOCKHOLDER. Stock Options
         shall become vested and exercisable at such time or times, whether or
         not in installments, as shall be determined by the Committee at or
         after the grant date. The Committee may at any time accelerate the
         exercisability of all or any portion of any Stock Option. An optionee
         shall have the rights of a stockholder only as to shares acquired upon
         the exercise of a Stock Option and not as to unexercised Stock Options.

                  (iv) METHOD OF EXERCISE. Stock Options may be exercised in
         whole or in part, by delivering written notice of exercise to the
         Company, specifying the number of shares to be purchased. Payment of
         the purchase price may be made by one or more of the following methods:

         (A)      In cash, by certified or bank check or other instrument
acceptable to the Committee;

         (B)      If permitted by the Committee, in its discretion, in the form
of "mature" shares of Stock (as defined in the Financial Accounting Standards
Board's Emerging Issues Task Force Issue 84-18 ("Issue 84-18")) that are not
then subject to restrictions under any Company plan. Such surrendered shares
shall be valued at Fair Market Value on the exercise date; or

         (C)      If permitted by the Committee, in its discretion, by the
optionee delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay the purchase price;
PROVIDED that in the event the optionee chooses to pay the purchase price as so
provided, the optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure. The Company need not
act upon such exercise notice until the Company receives full payment of the
exercise price; or

         (D)      If permitted by the Committee, in its discretion, by reducing
the number of option shares otherwise issuable to the optionee upon exercise of
the option by a number of shares of Stock having a Fair Market Value equal to
such aggregate exercise price (it being understood that this alternative will be
available only if the optionee holds sufficient "mature" shares as defined in
Issue 84-18);

         (E)      By any other means (including, without limitation, by delivery
of a promissory note of the optionee payable on such terms as are specified by
the Committee) which the Committee determines are consistent with the purpose of
the Plan and with applicable laws and regulations.

The delivery of certificates representing shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from
the Optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price for
such shares and the fulfillment of any other requirements contained in the Stock
Option or applicable provisions of laws.

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                  (v) NON-TRANSFERABILITY OF OPTIONS. Except as otherwise may be
         provided in this Section 5(a)(v) or in an option agreement governing an
         Option granted under the Plan, no Stock Option shall be transferable
         other than by will or by the laws of descent and distribution, and all
         Stock Options shall be exercisable, during the optionee's lifetime,
         only by the optionee. The Committee may, however, in its sole
         discretion, permit transferability or assignment of a Non-Qualified
         Stock Option if such transfer or assignment is, in its sole
         determination, for valid estate planning purposes and such transfer or
         assignment is permitted under the Code and Rule 16b-3 under the
         Exchange Act. For purposes of this Section 5(a)(v), a transfer for
         valid estate planning purposes includes, but is not limited to: (a) a
         transfer to a revocable inter-vivos trust as to which the participant
         is both the settlor and trustee, (b) a transfer for no consideration
         to: (i) any member of the participant's Immediate Family, (ii) any
         trust solely for the benefit of members of the participant's Immediate
         Family, (iii) any partnership whose only partners are members of the
         participant's Immediate Family, or (iv) any limited liability
         corporation or corporate entity whose only members or equity owners are
         members of the Participant's Immediate Family. For purposes of this
         Section 5(a)(v), "IMMEDIATE FAMILY" includes, but is not necessarily
         limited to, a Participant's parents, spouse, children, grandchildren
         and great-grandchildren. Nothing contained in this Section 5(a)(v)
         shall be construed to require the Committee to give its approval to any
         transfer or assignment of any Non-Qualified Stock Option or portion
         thereof, and approval to transfer or assign any Non-Qualified Stock
         Option or portion thereof does not mean that such approval will be
         given with respect to any other Non-Qualified Stock Option or portion
         thereof. The transferee or assignee of any Non-Qualified Stock Option
         shall be subject to all of the terms and conditions applicable to such
         Non-Qualified Stock Option immediately prior to the transfer or
         assignment and shall be subject to any conditions prescribed by the
         Committee with respect to such Non-Qualified Stock Option.

                  (vi) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent
         required for "incentive stock option" treatment under Section 422 of
         the Code, the aggregate Fair Market Value (determined as of the time of
         grant) of the Stock with respect to which incentive stock options
         granted under this Plan and any other plan of the Company or its
         Subsidiaries become exercisable for the first time by an optionee
         during any calendar year shall not exceed $100,000. Notwithstanding the
         foregoing, to the extent that the aggregate Fair Market Value
         (determined as of the time of grant) of the Stock with respect to which
         Incentive Stock Options granted under this Plan and any other plan of
         the Company or its Subsidiaries become exercisable for the first time
         by an optionee during any calendar year exceeds $100,000 said excess
         shall be treated as a Non-Qualified Stock Option.

                  (vii) FORM OF SETTLEMENT. Shares of Stock issued upon exercise
         of a Stock Option shall be free of all restrictions under the Plan,
         except as otherwise provided in this Plan.

         (b)      RELOAD OPTIONS. At the discretion of the Committee, Options
granted under Section 5(a) may include a so-called "reload" feature pursuant to
which an optionee exercising an option (the "ORIGINAL OPTION") by the delivery
of a number of shares of Stock in accordance with Section 5(a)(iv)(B) hereof
would automatically be granted an additional Option (with an exercise price
equal to the Fair Market Value of the Stock on the date the additional Option is
granted and with the same expiration date as the original Option being
exercised, and with such other terms as the Committee may provide) to purchase
that number of shares of Stock equal to the number delivered to exercise the
Original Option; provided, however, that the grant of such additional Option
shall be subject to the availability of shares of Stock under the Plan at the
time of the exercise of the Original Option.

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SECTION 6. CONDITIONED STOCK AWARDS.

         (a)      NATURE OF CONDITIONED STOCK AWARD. The Committee in its
discretion may grant Conditioned Stock Awards to any Eligible Person. A
Conditioned Stock Award is an Award entitling the recipient to acquire, at no
cost or for a purchase price determined by the Committee, shares of Stock
subject to such restrictions and conditions as the Committee may determine at
the time of grant ("CONDITIONED STOCK"). Conditions may be based on continuing
employment and/or achievement of pre-established performance goals and
objectives. In addition, a Conditioned Stock Award may be granted to an employee
by the Committee in lieu of a cash bonus due to such employee pursuant to any
other plan of the Company.

         (b)      ACCEPTANCE OF AWARD. A participant who is granted a
Conditioned Stock Award shall have no rights with respect to such Award unless
the participant shall have accepted the Award within sixty (60) days (or such
shorter date as the Committee may specify) following the award date by making
payment to the Company, if required, by certified or bank check or other
instrument or form of payment acceptable to the Committee in an amount equal to
the specified purchase price, if any, of the shares covered by the Award and by
executing and delivering to the Company a written instrument that sets forth the
terms and conditions of the Conditioned Stock in such form as the Committee
shall determine.

         (c)      RIGHTS AS A SHAREHOLDER. Upon complying with Section 6(b)
above, a participant shall have all the rights of a stockholder with respect to
the Conditioned Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Conditioned Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Conditioned Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.

         (d)      RESTRICTIONS. Shares of Conditioned Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by (or
termination of services with) the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement and for Cause), the Company
shall have the right, at the discretion of the Committee, to repurchase shares
of Conditioned Stock with respect to which conditions have not lapsed at their
purchase price, or to require forfeiture of such shares to the Company if
acquired at no cost, from the participant or the participant's legal
representative. The Company must exercise such right of repurchase or forfeiture
within ninety (90) days following such termination of employment or service
(unless otherwise specified, in the written instrument evidencing the
Conditioned Award).

         (e)      VESTING OF CONDITIONED STOCK. The Committee at the time of
grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Conditioned Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such preestablished performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Conditioned Stock and shall be deemed "vested." The Committee at any time may
accelerate such date or dates and otherwise waive or, subject to Section 12,
amend any conditions of the Award.

         (f)      WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The written
instrument evidencing the Conditioned Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

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         SECTION 7. UNRESTRICTED STOCK AWARDS.

         (a)      GRANT OR SALE OF UNRESTRICTED STOCK. The Committee in its
discretion may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("UNRESTRICTED STOCK") which in the case of a grant
shall be without the payment of a purchase price and, in the case of a sale, at
a purchase price determined by the Committee. Shares of Unrestricted Stock may
be granted or sold as described in the preceding sentence in respect of past
services or other valid consideration.

         (b)      RESTRICTIONS ON TRANSFERS. The right to receive unrestricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered,
other than by will or the laws of descent and distribution.

         SECTION 8. VESTING TERMINATION AND RESCISSION OF STOCK OPTIONS.

         Unless otherwise provided in the applicable agreement pursuant to which
the Award was granted,

         (a)      STOCK OPTIONS:

                  (i) TERMINATION BY DEATH. If any participant's employment or
directorship with the Company and its Subsidiaries terminates by reason of
death, any Stock Option owned by such participant whether or not exercisable or
vested at the date of death, shall be automatically fully exercisable and vested
as at the time of death and may thereafter be exercised to the fullest extent,
notwithstanding any vesting limitations in the Option at the date of death, by
the legal representative or legatee of the participant, until the expiration of
the stated term of the Stock Option.

                  (ii) TERMINATION BY REASON OF DISABILITY OR NORMAL RETIREMENT.

                  (A)      Any Stock Option held by a participant whose
         employment or directorship with the Company and its Subsidiaries has
         terminated by reason of Disability whether or not exercisable or vested
         at the date of termination, shall be automatically fully exercisable
         and vested as at the date of termination and may thereafter be
         exercised, to the fullest extent notwithstanding any vesting
         limitations in the Option at the time of such termination by the
         participant or, in the event of the participant's death subsequent to
         such termination, by the legal representative or legatees of the
         participant, until the expiration of the stated term of the Option.

                  (B)      Any Stock Option held by a participant whose
         employment or directorship with the Company and its Subsidiaries has
         terminated by reason of Normal Retirement may thereafter be exercised,
         to the extent it was exercisable at the time of such termination, for a
         period of three (3) months from the date of such termination of
         employment or directorship or until the expiration of the stated term
         of the Option, if earlier.

                  (C)      The Committee shall have sole authority and
         discretion to determine whether a participant's employment or
         directorship has been terminated by reason of Disability or Normal
         Retirement.

                  (D)      Except as otherwise provided by the Committee at the
         time of grant, the death of a participant during a period provided in
         this Section 8(a)(ii) for the exercise of a Stock Option shall extend
         such period to the expiration of the stated term of the Option.

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                  (iii) TERMINATION VOLUNTARILY OR FOR CAUSE. If any
         participant's employment or directorship with the Company and its
         Subsidiaries has been terminated by the optionee voluntarily (other
         than by reason of Normal Retirement) or by the Company or any of its
         Subsidiaries for Cause, any Stock Option held by such participant shall
         immediately terminate at the end of the last day of the optionee's
         employment or directorship and shall thereafter be of no further force
         and effect. The Committee shall have sole authority and discretion to
         determine whether a participant's employment or directorship has been
         terminated by the optionee voluntarily or by the Company or any of its
         Subsidiaries for Cause.

                  (iv) TERMINATION WITHOUT CAUSE. Unless otherwise determined by
         the Committee, if a participant's employment or directorship with the
         Company and its subsidiaries is terminated by the Company or any of its
         Subsidiaries without cause, any Stock Option held by such participant
         may thereafter be exercised, to the extent it was exercisable on the
         date of termination of employment or directorship, for three (3) months
         from the last day of the optionee's employment or directorship (or such
         longer period as the Committee shall specify at any time, it being
         understood that any Incentive Options that are not exercised by such
         terminated optionee within three (3) months after such termination
         shall thereafter become Nonqualified Options) or until the expiration
         of the stated term of the Option, if earlier.

                  (v) COVENANT NOT TO COMPETE AND CANCELLATION AND RESCISSION OF
         OPTIONS. As a condition for acceptance of Stock Options, participants
         shall agree that during the one (1) year period following their
         termination of employment for any reason (excluding any such
         termination by the Company without cause) the participant shall not,
         directly or indirectly, work for or render any services to any person,
         firm or business located within a 150 mile radius of the Company's
         office in Naugatuck, Connecticut (or participant's principal location
         with the Company as determined by the Committee) which offers products
         and/or services competitive to the products and/or services of
         participant. Upon termination, in order to ascertain if future
         employment would be deemed to be in non-compliance with this covenant,
         a participant should notify the Company as to participant's future
         employer and make a request for approval to retain participant's rights
         with respect to Stock Options on the basis of demonstrating that
         participant is not entering into a competitive situation. If a
         non-competitive situation is demonstrated to the Company's
         satisfaction, then such approval shall not be unreasonably withheld. In
         the event participant fails to comply with or otherwise breaches this
         covenant in any way, during the one year period following any such
         termination, the Company may notify participant in writing of the
         rescission of any options exercised by participant during such one year
         period following such termination or within nine (9) months prior to
         any such termination of participant's employment. Within ten (10) days
         after receiving such a notice from the Company, the participant shall
         pay to the Company in cash, the aggregate amount of any gain resulting
         from the exercise by participant of such rescinded options and the
         subsequent sales of the shares received on the exercise or, if no such
         sale of said shares has occurred, upon the Company's demand, return the
         shares received on the exercise of such rescinded options against the
         refund by the Company of the exercise price therefor.

         (b)      OTHER AWARDS. All Awards other than Stock Options granted
under the Plan shall contain such terms and conditions with respect to its
termination as the Committee, in its discretion, may from time to time
determine.

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         SECTION 9. TAX WITHHOLDING.

         (a)      PAYMENT BY PARTICIPANT. Each participant shall, no later than
theDate as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any Federal,
state or local taxes of any kind required by law to be withheld with respect to
such income. The Company and its Subsidiaries shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

         (b)      PAYMENT IN SHARES. A participant may elect, with the consent
of theCommittee, in its discretion, to have such tax-withholding obligation
satisfied, in whole or in part, by authorizing the Company to withhold from
shares of Stock to be issued pursuant to an Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due with respect to such Award. If shares
are withheld from an Award in order to satisfy said withholding tax or payroll
tax requirements, only the number of Shares with an aggregate Fair Market Value
equal to the minimum withholding amount due shall be so withheld.

         SECTION 10. TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (a)      a transfer to the employment of the Company from a Subsidiary
or from the Company to a Subsidiary, or from one Subsidiary to another;

         (b)      an approved leave of absence for military service or sickness,
or for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.

         SECTION 11. AMENDMENTS AND TERMINATION.

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. However, no
such amendment, unless approved by the stockholders of the Company, shall be
effective if it would cause the Plan to fail to satisfy the incentive stock
option requirements of the Code if the Plan is approved by stockholders within
one (1) year from adoption by the Board of Directors, or cause transactions
under the Plan to fail to satisfy the requirements of Rule 16b-3 or any
successor rule under the Act as in effect on the date of such amendment.

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         SECTION 12. STATUS OF PLAN.

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

         SECTION 13. CHANGE OF CONTROL PROVISIONS.

         (a)      In the event of a Change of Control while unexercised Stock
Options, Conditional Stock Awards, or Stock Awards remain outstanding under the
Plan, then (i) the time for exercise of all unexercised and unexpired Awards
shall be automatically accelerated, effective as of the effective time of the
Change of Control (or such earlier date as may be specified by the Committee),
and (ii) after the effective time of such Change of Control, unexercised Stock
Options, Conditional Stock Awards, or Stock Awards, shall remain outstanding and
shall be exercisable for shares of Stock (or consideration based upon the Fair
Market Value of Stock) or cash, or if applicable, for shares of such securities,
cash or property (or consideration based upon shares of such securities, cash or
property) as the holders of shares of Stock received in connection with such
Change of Control.

         (b)      "CHANGE OF CONTROL" shall mean the occurrence of any one of
the following events:

                  (i) persons who, as of January 26, 2005, constituted the
         Company's Board (the "INCUMBENT BOARD") cease for any reason, including
         without limitation as a result of a tender offer, proxy contest, merger
         or similar transaction, to constitute at least a majority of the Board,
         provided that any person becoming a director of the Company subsequent
         to January 26, 2005 whose election was approved by, or who was
         nominated either with the approval of, at least a majority of the
         directors then comprising the Incumbent Board or who was elected in
         accordance with rights provided to Abelco Finance LLC and the Indenture
         Trustee for the Debentures under the Company's Plan of Reorganization,
         shall, for purposes of this Plan, be considered a member of the
         Incumbent Board, including those persons initially elected as directors
         as provided in the Plan of Reorganization; or

                  (ii) the stockholders of the Company approve a merger or
         consolidation of the Company with any other corporation or other
         entity, other than a merger or consolidation which would result in the
         voting securities of the Company outstanding immediately prior thereto
         continuing to represent (either by remaining outstanding or by being
         converted into voting securities of the surviving entity) more than
         sixty-five percent (65%) of the combined voting power of the voting
         securities of the Company of such surviving entity outstanding
         immediately after such merger or consolidation; or

                  (iii) the stockholders of the Company approve a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets.

         SECTION 14. GENERAL PROVISIONS.

         (a)      NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The
Committee may require each person acquiring shares pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof.

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<PAGE>

         No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

         (b)      DELIVERY OF STOCK CERTIFICATES. Delivery of stock certificates
to participants under this Plan shall be deemed effected for all purposes when
the Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

         (c)      OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

         (d)      DELEGATION BY COMMITTEE. The Committee may delegate to the
Chief Executive Officer of the Company the authority to make decisions relating
to the grant or exercise of Options or other Awards (other than to himself),
including without limitation the authority to permit the holder of an award to
deliver Stock in payment of the exercise price and the authority to permit a
holder of an Award to satisfy a tax withholding obligation by authorizing the
Company to withhold shares from the shares of Stock to be issued pursuant to an
Award.

         SECTION 15. EFFECTIVE DATE OF PLAN.

         The Effective Date of the adoption of this Plan shall be January 26,
2005.

         SECTION 16. GOVERNING LAW.

         This Plan shall be governed by, and construed and enforced in
accordance with, the substantive laws of the State of Delaware without regard to
its principles of conflicts of laws.

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