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                                                                   EXHIBIT 10.23

                              SAFETY HOLDINGS, INC.
                           2001 RESTRICTED STOCK PLAN

                                    SECTION 1

                                     GENERAL

     1.1  PURPOSE. The Safety Holdings, Inc. 2001 Restricted Stock Plan (the
"PLAN") has been established by Safety Holdings, Inc. (the "COMPANY") to attract
and retain employees and other persons providing services to the Company and the
Related Companies (as defined below) through compensation that is based on the
Company's shares of common stock (the "STOCK"), thereby further identifying
Participants' interests with those of the Company's stockholders and promoting
the long-term financial interest of the Company and the Related Companies. The
term "RELATED COMPANY" means any company during any period in which it is a
"subsidiary corporation" (as that term is defined in section 424(f) of the
Internal Revenue Code of 1986, as amended (the "CODE")) with respect to the
Company.

     1.2  ADMINISTRATION. The authority to manage and control the operation and
administration of the Plan shall be vested in the "ADMINISTRATOR." The
Administrator shall be the full Board of Directors of the Company (the "BOARD"),
or a duly authorized committee thereof. The Administrator shall have the
authority and discretion to (a) manage and control the operation of the Plan,
(b) interpret and construe the provisions of the Plan, and prescribe, amend and
rescind rules and regulations relating to the Plan, (c) grant Restricted Stock
Awards (as defined in SECTION 2.1) under SECTION 2 of the Plan, in such amounts
and subject to such restrictions, limitations and conditions as it deems
appropriate, (d) subject to the provisions of SECTION 4, modify the terms of,
cancel or suspend Restricted Stock Awards, (e) prescribe the form of agreement,
certificate or other instrument evidencing any Restricted Stock Award under the
Plan, (f) correct any defect or omission and reconcile any inconsistency in the
Plan or in any award of Stock hereunder, and (g) make all other determinations
and take all other actions as it deems necessary or desirable for the
implementation and administration of the Plan. The determination of the
Administrator on matters within its authority shall be conclusive and binding on
the Company and all other persons.

     1.3  PARTICIPATION. Subject to the terms and conditions of the Plan, the
Administrator shall determine and designate from among the Eligible Individuals,
those persons who will be granted Restricted Stock Awards under the Plan and
thereby become "PARTICIPANTS" in the Plan. For purposes of the Plan, the term
"ELIGIBLE INDIVIDUAL" shall mean any employee of the Company or Related
Companies or such employee's designee.

                                    SECTION 2

     2.1  DEFINITION. Subject to the terms of this SECTION 2, a "Restricted
Stock Award" under the Plan is a grant of shares of Stock to a Participant, the
vesting of which is subject to one or more conditions established by the
Administrator. Such conditions may relate to events (such as performance or
continued employment) occurring before or after the date the Restricted Stock
Award is granted, or the date the Stock is vested in the Participant. If the
vesting of Restricted

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Stock Awards is subject to conditions occurring after the date of grant, the
period beginning on the date of grant of a Restricted Stock Award and ending on
the vesting or forfeiture of such Stock (as applicable) is referred to as the
"Restricted Period". Restricted Stock Awards may provide for delivery of the
shares of Stock at the time of grant, or may provide for a deferred delivery
date.

     2.2  ELIGIBILITY. The Administrator shall designate the Participants to
whom Restricted Stock Awards are to be granted, and the number of shares of
Stock that are subject to each such Award.

     2.3  TERMS AND CONDITIONS OF AWARDS. Except as otherwise provided in the
applicable Award Agreement (as defined herein), Restricted Stock Awards granted
to Participants under the Plan shall be subject to the following terms and
conditions:

     (a)  Beginning on the date of grant (or, if later, the date of
          distribution) of shares of Stock comprising a Restricted Stock Award,
          and including any applicable Restricted Period, the Participant as
          owner of such shares shall have the right to vote such shares;
          PROVIDED, HOWEVER, that, if requested by the Administrator, the
          Participant agrees to place such shares in a voting trust until the
          Stock has vested.

     (b)  Any Participant who is not a signatory to the Stockholders Agreement,
          dated October __, 2001, by and among all of the Stockholders of the
          Company shall, on or prior to the date of grant, become a signatory to
          the Stockholders Agreement.

     (c)  Any Participant who is not a signatory to the Management Subscription
          Agreement, dated October __, 2001, by and among the Company and the
          signatories thereto, shall, on or prior to the date of grant become a
          signatory to the Management Subscription Agreement.

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

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

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

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

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     2.4  VESTING. Unless provided otherwise by the Administrator or in the
applicable Award Agreement, Restricted Stock Awards granted to any Participant
before January 1, 2002 shall initially be non-vested and shall not become vested
until the last day of each calendar year commencing with 2002 as set forth
below. Restricted Stock Awards granted to Participants on or after January 1,
2002 shall become vested in accordance with the terms established by the
Administrator at the time the Restricted Stock Award is granted.

<Table>
<Caption>
                                                Percentage of total
                                                shares awarded
                                                which become
                 Year Ended:                    vested on such date:
                 -----------                    -------------------
                 <S>                            <C>
                 December 31, 2002               0.0%
                 December 31, 2003               0.0%
                 December 31, 2004               60.0%
                 December 31, 2005               80.0%
                 December 31, 2006              100.0%
</Table>

Notwithstanding the foregoing provisions of this SECTION 2.4 and, except as
otherwise provided in the applicable Award Agreement, (i) a Participant must
remain in the employ of the Company or the Related Companies as of the last day
of any year in order to become vested in the portion of the shares that first
become vested as of the last day of that year, and (ii) if a Participant
terminates employment with the Company or the Related Companies for any reason
prior to December 31, 2006, any shares under his Restricted Stock Award which
have not become vested on or before his termination date shall be deemed
forfeited.

                                    SECTION 3

                          OPERATION AND ADMINISTRATION

     3.1  EFFECTIVE DATE. The Plan became effective as of October __, 2001, the
date it was adopted by the Board.

     3.2  SHARES SUBJECT TO PLAN. The shares of Stock with respect to which
Restricted Stock Awards may be made under the Plan shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or in
private transactions. The number of shares of Stock which may be issued with
respect to Restricted Stock Awards under the Plan shall not exceed 12,500 shares
of Stock as of the date the Plan is adopted by the Board, subject to adjustment
in accordance with SECTION 3.3. Any shares of Stock granted under a Restricted
Stock Award which are forfeited for any reason shall again become available for
Restricted Stock Awards under the Plan.

     3.3  ADJUSTMENTS TO SHARES RESERVED. In the event of any merger,
consolidation, reorganization, recapitalization, spinoff, stock dividend, stock
split, reverse stock split, exchange or other distribution with respect to
shares of Stock or other change in the corporate structure or capitalization
affecting the Stock (each an "EXTRAORDINARY EVENT"), the type and number of
shares

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of stock which are or may be subject to Restricted Stock Awards under the Plan
and the terms of any outstanding Restricted Stock Awards shall be equitably
adjusted by the Administrator, in its reasonable discretion, to preserve the
value of benefits awarded or to be awarded to Participants under the Plan.
Notwithstanding the foregoing: (i) unvested shares of stock under a Restricted
Stock Award that have been issued prior to the Extraordinary Event and not
forfeited pursuant to SECTION 2.4 prior to the Extraordinary Event shall be
entitled, in connection with the Extraordinary Event, to receive the same
distributions or consideration per share, and otherwise to be treated in all
respects the same, as other then issued and outstanding shares of Stock not
covered by the Plan, and (ii) the aggregate purchase price and forfeiture price
for shares of Stock covered by a Restricted Stock Award (including any
securities received in connection with the Extraordinary Event in respect of
such shares) shall not be changed.

     3.4  LIMITATIONS ON DISTRIBUTIONS. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:

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

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

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

     3.5  WITHHOLDING. All Restricted Stock Awards and other payments under the
Plan are subject to withholding of all applicable taxes, if any, which
withholding obligations may be satisfied, with the consent of the Administrator,
through the surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan.

     3.6  TRANSFERABILITY. Other than as set forth in any other agreement to
which the Company is a party, non-vested shares of Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered during the Restricted
Period applicable to such shares. Each certificate issued with respect to shares
of Stock granted under the Plan which are distributed prior to the lapse of the
Restricted Period may, at the discretion of the Administrator, be deposited in a
bank designated by the Administrator. Each such certificate shall bear the
following (or a similar) legend:

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          "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
     REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
     FORFEITURE) CONTAINED IN THE SAFETY HOLDINGS, INC. 2001 RESTRICTED STOCK
     PLAN AND THE STOCKHOLDERS AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
     OWNER AND SAFETY HOLDINGS, INC. A COPY OF SUCH PLAN AND AGREEMENT IS ON
     FILE IN THE OFFICE OF THE SECRETARY OF SAFETY HOLDINGS, INC.; C/O THE
     JORDAN COMPANY; 767 FIFTH AVENUE, 48TH FLOOR; NEW YORK, NEW YORK 10153;
     ATTENTION: A. RICHARD CAPUTO, JR."

     3.7  NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed duly given when
delivered in person, by confirmed facsimile transmission, confirmed courier
service, or by registered or certified mail (postage prepaid, return receipt
requested) to the Administrator, in care of the Company, at its principal
executive offices.

     3.8  AGREEMENT WITH COMPANY. At the time a Restricted Stock Award is
granted to a Participant under the Plan, the Administrator may require the
Participant to enter into an agreement with the Company (the "AWARD AGREEMENT")
in a form specified by the Administrator, agreeing to the terms and conditions
of the Plan and to such additional terms and conditions, not inconsistent with
the Plan, as the Administrator may, in its reasonable discretion, prescribe.

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

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

     3.11 GENDER AND NUMBER. Where the context admits, words in one gender shall
include the other gender, words in the singular shall include the plural and the
plural shall include the singular.

     3.12 EFFECT OF VESTING. Shares of Stock that become vested shall, upon such
vesting, cease to be subject to the terms of this Plan but shall remain subject
to the terms of the Stockholders Agreement and Management Subscription
Agreement.

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                                    SECTION 4

                            AMENDMENT AND TERMINATION

     4.1  The Board may, at any time, amend or terminate the Plan; PROVIDED that
subject to SECTION 3.3 (relating to certain adjustments to shares), no amendment
or termination may adversely affect the rights of any Participant under any
Restricted Stock Award granted under the Plan prior to the date such amendment
is adopted by the Board.

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