<PAGE>

                                                                    EXHIBIT 10.2

                                BRADY CORPORATION
                        2004 OMNIBUS INCENTIVE STOCK PLAN

I.    INTRODUCTION

      1.01 Purpose. This plan shall be known as the Brady Corporation 2004
Omnibus Incentive Stock Plan. The purpose of the Plan is to provide an incentive
for employees of Brady Corporation and its Affiliates to improve corporate
performance on a long-term basis, and to attract and retain employees by
enabling employees to participate in the future successes of the Corporation,
and by associating the long term interests of employees with those of the
Corporation and its shareholders. It is intended that the Plan and its operation
comply with the provisions of Rule 16b-3 under the Securities Exchange Act of
1934 (or any successor rule). The Plan is intended to permit the grant of
Nonqualified Stock Options, Incentive Stock Options, shares of Restricted Stock
and Restricted Stock Units. The proceeds received by the Corporation from the
sale of Corporation Stock pursuant to the Plan shall be used for general
corporate purposes.

      1.02 Effective Date. The effective date of the Plan shall be November 18,
2004, subject to approval of the Plan by holders of a majority of the
outstanding voting common stock of the Corporation provided that such approval
is given within 12 months of the effective date. Any Award granted prior to such
shareholder approval shall be expressly conditioned upon shareholder approval of
the Plan.

II.   PLAN DEFINITIONS

      For Plan purposes, except where the context clearly indicates otherwise,
the following terms shall have the meanings set forth below:

            (a)   "Affiliates" means any "subsidiary corporation" or "parent
                  corporation" as such terms are defined in Section 424 of the
                  Code.

            (b)   "Agreement" means a written agreement (including any amendment
                  or supplement thereto) between the Corporation and a
                  Participant specifying the terms and conditions of an Award.

            (c)   "Award" shall mean the grant of any form of Stock Option,
                  Restricted Stock or Restricted Stock Units.

            (d)   "Board" shall mean the Board of Directors of the Corporation.

            (e)   "Code" shall mean the Internal Revenue Code of 1986, as
                  amended from time to time.

            (f)   "Committee" shall mean the Committee described in Section
                  4.01.

            (g)   "Corporation" shall mean Brady Corporation, a Wisconsin
                  corporation.

                                       -1-

<PAGE>

            (h)   "Corporation Stock" shall mean the Corporation's Class A
                  Non-Voting Common Stock, $.01 par value, and such other stock
                  and securities as may be substituted therefor pursuant to
                  Section 3.02.

            (i)   "Eligible Employee" shall mean any regular salaried employee
                  of the Corporation or an Affiliate, including an employee who
                  is a member of the Board, who satisfies the requirements of
                  Section 5.01.

            (j)   "Exercise Period" shall mean the period of time provided
                  pursuant to Section 6.05 within which a Stock Option may be
                  exercised.

            (k)   "Fair Market Value" on any date shall mean, with respect to
                  Corporation Stock, if the stock is then listed and traded on a
                  registered national securities exchange, or is quoted in the
                  NASDAQ National Market System, the average of the high and low
                  sale prices recorded in composite transactions for such date
                  or, if such date is not a business day or if no sales of
                  Corporation Stock shall have been reported with respect to
                  such date, the next preceding business date with respect to
                  which sales were reported. In the absence of reported sales or
                  if the stock is not so listed or quoted, but is traded in the
                  over-the-counter market, Fair Market Value shall be the
                  average of the closing bid and asked prices for such shares on
                  the relevant date.

            (l)   "Participant" means an Eligible Employee who has been granted
                  an Award under this Plan.

            (m)   "Performance Goals" means the performance goals established by
                  the Committee prior to the grant of any Award of Stock
                  Options, Restricted Stock or Restricted Stock Units intended
                  to qualify as "performance-based compensation" under Section
                  162(m) of the Code. Performance Goals may be established at
                  the Company or business unit level and may be based upon the
                  attainment of goals relating to one or more of the following
                  business criteria measured on an absolute basis or in terms of
                  growth or reduction: revenue, expenses, net income (pre-tax or
                  after-tax and with adjustments as stipulated), earnings per
                  share, return on equity, return on assets, return on tangible
                  book value, operating income, earnings before depreciation,
                  interest, taxes and amortization (EBDITA), loss ratio, expense
                  ratio, increase in stock price, total shareholder return,
                  economic value added and operating cash flow. The Committee
                  may establish other subjective or objective performance goals,
                  including individual goals, which it deems appropriate.

            (n)   "Person" means any individual or entity, and the heirs,
                  personal representatives, executors, administrators, legal
                  representatives, successors and assigns of such Person as the
                  context may require.

                                       -2-

<PAGE>

            (o)   "Plan" shall mean the Brady Corporation 2004 Omnibus Incentive
                  Stock Plan, as set forth herein, as it may be amended from
                  time to time.

            (p)   "Restricted Stock" means shares of Corporation Stock granted
                  to a Participant under Article VII.

            (q)   "Restricted Stock Unit" means an Award granted to a
                  Participant under Article VIII.

            (r)   "Stock Option" means an option to purchase a stated number of
                  shares of Corporation Stock at the price set forth in an
                  Agreement. A Stock Option may be either a Nonqualified Stock
                  Option or an Incentive Stock Option.

III.  SHARES SUBJECT TO AWARD

      3.01 Available Shares. Subject to adjustments under Section 3.02, the
total number of shares of Corporation Stock authorized for issuance shall not
exceed seven hundred fifty thousand (750,000) shares, provided that no
individual Eligible Employee may be granted an Award or Awards under the Plan
covering more than one hundred thousand (100,000) shares of Corporation Stock in
any calendar year (determined without regard to grants under any other plan or
program). The shares authorized for issuance under the Plan may consist, in
whole or in part, of authorized but unissued Corporation Stock, or of treasury
stock of the Corporation. Shares subject to and not issued under an Award that
expires, terminates, is canceled or forfeited for any reason under the Plan
shall again become available for the granting of Awards.

      3.02 Changes in Corporation Stock. In the event of any change in the
Corporation Stock resulting from a reorganization, recapitalization, stock
split, stock dividend, merger, consolidation, rights offering or like
transaction, the Committee shall, in its discretion, proportionately and
appropriately adjust: (a) the aggregate number and kind of shares authorized for
issuance under the Plan and (b) in the case of previously granted Stock Options,
the option price and the number and kind of shares subject to the Stock Options,
without any change in the aggregate purchase prices to be paid for the Stock
Options.

IV.   ADMINISTRATION

      4.01 Administration by the Committee. The Plan shall be administered by
the Committee. The Committee shall be a committee designated by the Board to
administer the Plan and shall initially be the Compensation Committee of the
Board. The Committee shall be constituted to permit the Plan to comply with the
provisions of Rule 16b-3 under the Securities Exchange Act of 1934 (or any
successor rule) and Section 162(m) of the Code. A majority of the members of the
Committee shall constitute a quorum. The approval of such a quorum, expressed by
a majority vote at a meeting held either in person or by conference telephone
call, or the unanimous consent of all members in writing without a meeting,
shall constitute the action of the Committee and shall be valid and effective
for all purposes of the Plan.

      4.02 Committee Powers. Subject to Section 10.06, the Committee is
empowered to adopt, amend and rescind such rules, regulations and procedures and
take such other action as it shall deem necessary or proper for the
administration of the Plan and, in its discretion, may

                                       -3-

<PAGE>

modify, extend or renew any Award theretofore granted. The Committee shall also
have authority to interpret the Plan, and the decision of the Committee on any
questions concerning the interpretation of the Plan shall be final and
conclusive. The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. The
Committee shall not incur any liability for any action taken in good faith with
respect to the Plan or any Award.

      Subject to the provisions of the Plan, the Committee shall have full and
final authority to:

            (a)   designate the Eligible Employees to whom Awards shall be
                  granted;

            (b)   grant Awards in such form and amount as the Committee shall
                  determine;

            (c)   impose such limitations, restrictions and conditions upon any
                  such Award as the Committee shall deem appropriate, including
                  conditions (in addition to those contained in this Plan) (i)
                  on the exercisability of all or any portion of a Stock Option,
                  (ii) on the transferability or forfeitability of Restricted
                  Stock or (iii) requiring an Eligible Employee to retain all or
                  a portion of the Corporation Stock for a period of time
                  following the exercise of a Stock Option, the vesting of
                  Restricted Stock or the payment of Restricted Stock Units;

            (d)   prescribe the form of Agreement with respect to each Award;

            (e)   waive in whole or in part any limitations, restrictions or
                  conditions imposed upon any such Award as the Committee shall
                  deem appropriate (including accelerating the time at which any
                  Stock Option may be exercised or the time at which Restricted
                  Stock may become transferable or nonforfeitable);

            (f)   make adjustments in the terms and conditions of a Performance
                  Goal in recognition of unusual or nonrecurring events
                  affecting the Company or the financial statements of the
                  Company or of changes in applicable laws, regulations, or
                  accounting principles, whenever the Committee determines that
                  such adjustments are appropriate in order to prevent dilution
                  or enlargement of the benefits or potential benefits intended
                  to be made available under the Plan, provided that no such
                  adjustment shall be authorized to the extent that such
                  adjustment would be inconsistent with the Plan's or any
                  Performance Award meeting the requirements of Section 162(m)
                  of the Code; and

            (g)   determine the extent to which leaves of absence for
                  governmental or military service, illness, temporary
                  disability and the like shall not be deemed interruptions of
                  continuous employment.

                                       -4-

<PAGE>

V.    PARTICIPATION

      5.01 Eligibility. Any employee of the Corporation and its Affiliates
(including officers and employees who may be members of the Board) who, in the
sole opinion of the Committee, has contributed or can be expected to contribute
to the profits, growth and success of the Corporation shall be eligible for
Awards under the Plan. A member of the Committee or any person who is expected
to become a member within one year of any Award shall not be an Eligible
Employee if his or her status as an Eligible Employee would prevent the
Committee from being "disinterested" under Rule 16b-3 under the Securities
Exchange Act of 1934. From among all such Eligible Employees, the Committee
shall determine from time to time those Eligible Employees to whom Awards shall
be granted. No Eligible Employee shall have any right whatsoever to receive an
Award unless so determined by the Committee.

      5.02 No Employment Rights. The Plan shall not be construed as conferring
any rights upon any person for a continuation of employment, nor shall it
interfere with the rights of the Corporation or any Affiliates to terminate the
employment of any person or to take any other action affecting such person.

VI.   STOCK OPTIONS

      6.01 Stock Options; General. Stock Options granted under the Plan shall be
in the form of Nonqualified Stock Options ("NSOs"), Incentive Stock Options
("ISOs") or a combination thereof. Each Stock Option granted under the Plan
shall be evidenced by an Agreement which shall contain the terms and conditions
required by this Article VI, and such other terms and conditions, not
inconsistent herewith, as the Committee may deem appropriate in each case. A
Stock Option granted under the Plan shall not be treated as an Incentive Stock
Option unless the Stock Option Agreement specifically designates the option as
an Incentive Stock Option.

      6.02 Stock Option Holder's Rights as a Shareholder. The holder of a Stock
Option shall not have any rights as a shareholder with respect to the shares
covered by a Stock Option until such shares have been delivered to him or her.

      6.03 Option Price. The price at which each share of Corporation Stock
covered by a Stock Option may be purchased shall be not less than 100% of the
Fair Market Value of such stock on the date on which the option is granted. The
option price shall be subject to adjustment as provided in Section 3.02 hereof.

      6.04 Date Stock Option Granted. For purposes of the Plan, a Stock Option
shall be considered as having been granted on the date on which the Committee
authorized the grant of the Stock Option except where the Committee has
designated a later date, in which event the later date shall constitute the date
of grant of the Stock Option; provided, however, that notice of the grant of the
Stock Option shall be given to the Participant within a reasonable time.

      6.05 Exercise Period. The Committee shall have the power to set the time
or times within which each Option shall be exercisable, and to accelerate the
time or times of exercise; provided, however, that

            (a)   no Stock Option granted under this Plan to any Person subject
                  to the reporting requirements of Section 16(b) of the
                  Securities and Exchange

                                       -5-

<PAGE>

                  Act of 1934 may be exercised until at least six months from
                  the later of (i) the date of grant or (ii) shareholder
                  approval of the Plan, and

            (b)   no Stock Option shall be exercisable after the expiration of
                  ten (10) years from the date the Stock Option is granted. Each
                  Agreement with respect to a Stock Option shall state the
                  period or periods of time within which the Stock Option may be
                  exercised by the Participant, in whole or in part.

Subject to the foregoing, unless the Agreement with respect to a Stock Option
expressly provides otherwise, a Stock Option shall be exercisable in accordance
with the following schedule:

<TABLE>
<CAPTION>
   Years After
  Date of Grant      Percentage of Shares
-----------------    --------------------
<S>                  <C>
Less than 1                     0%

1 but less than 2          33-1/3%

2 but less than 3          66-2/3%

3 or more                     100%
</TABLE>

      6.06 Method of Exercise. Subject to Section 6.05, each Stock Option may be
exercised in whole or in part from time to time as specified in the Agreements
provided, however, that each Participant may exercise a Stock Option in whole or
in part by giving written notice of the exercise to the Corporation, specifying
the number of shares to be purchased by payment in full of the purchase price
therefor. The purchase price may be paid (a) in cash, (b) by check, (c) with the
approval of the Committee, or if the applicable Agreement so provides, by
delivering shares of Corporation Stock ("Delivered Stock), or (d) with a
combination of cash, check and Delivered Stock. For purposes of the foregoing,
Delivered Stock shall be valued at its Fair Market Value determined as of the
business day immediately preceding the date of exercise of the Stock Option. No
Participant shall be under any obligation to exercise any Stock Option
hereunder.

      6.07 Dissolution or Liquidation. Anything contained herein to the contrary
notwithstanding, on the effective date of any dissolution or liquidation of the
Corporation, any unexercised Stock Options shall be deemed cancelled, and the
holder of any such unexercised Stock Options shall be entitled to receive
payment under Section 10.04.

      6.08 Special Rules for Incentive Stock Options. For so long as Section 422
(or any successor provision) of the Code so provides:

            (a)   The aggregate Fair Market Value of Corporation Stock
                  (determined as of the date the stock option is granted) with
                  respect to which ISOs are exercisable for the first time
                  during a calendar year may not exceed $100,000. To the extent
                  that the value of the stock subject to options exceeds that
                  amount, the excess shall be considered to be NSOs, with the
                  determination to be made in the order the options are granted.

                                       -6-

<PAGE>

            (b)   Employees who own, directly or indirectly, within the meaning
                  of Code Section 425(d), more than 10% of the voting power of
                  all classes of stock of the Corporation or any parent or
                  subsidiary corporation shall not be eligible to receive an ISO
                  hereunder unless the purchase price per share under such
                  option is at least 110% of the Fair Market Value of the stock
                  subject to the option and such option by its terms is not
                  exercisable after the expiration of five (5) years from the
                  date such option is granted

            (c)   To obtain favorable ISO tax treatment, the option must be
                  exercised while the Participant is an employee, or within
                  three months after the Participant's termination as an
                  employee; provided that, in the case of termination on account
                  of disability (as defined in Section 22(e)(3) of the Code),
                  the exercise period may be extended to one year; and further
                  provided that the employment requirement is waived in the case
                  of the participant's death.

VII.  RESTRICTED STOCK

      7.01 Administration. Shares of Restricted Stock may be issued either alone
or in addition to other Awards granted under the Plan. The Committee shall
determine the Eligible Employees to whom and the time or times at which grants
of Restricted Stock will be made, the number of shares to be granted, the time
or times within which such Awards may be subject to forfeiture or otherwise
restricted and any other terms and conditions of the Awards. The restrictions
may be based upon specified Performance Goals, the Participant's continued
employment with the Corporation or its Affiliates or such other factors or
criteria as the Committee shall determine. Subject to Sections 7.02 and 7.03
hereof the provisions of Restricted Stock Awards need not be the same with
respect to each recipient.

      7.02 Certificates. Each individual receiving a Restricted Stock Award
shall be issued a certificate in respect of such shares of Restricted Stock
which certificate shall be held in custody by the Corporation until the
restrictions thereon shall have lapsed. In addition, each individual receiving a
Restricted Stock Award shall, as a condition of any such Restricted Stock Award,
have delivered to the Corporation a stock power, endorsed in blank, with respect
to the Corporation Stock covered by such Award. Each certificate in respect of
shares of Restricted Stock shall be registered in the name of the Participant to
whom such Restricted Stock has been granted and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:

      "The transferability of this certificate and the shares of stock
      represented hereby are subject to the terms and conditions (including
      forfeiture) of the Brady Corporation 2004 Omnibus Incentive Stock Plan and
      a Restricted Stock Agreement. Copies of such Plan and Agreement are on
      file at the offices of the Brady Corporation."

In addition each certificate in respect of shares of Restricted Stock may bear
such legends and statements as the Committee may deem advisable to assure
compliance with the federal and state laws and regulations.

                                       -7-

<PAGE>

      7.03 Terms and Conditions. Shares of Restricted Stock shall be subject to
the following terms and conditions:

            (a)   Until the applicable restrictions lapse, the Participant shall
                  not be permitted to sell, assign, transfer, exchange, pledge,
                  hypothecate or otherwise dispose of or encumber shares of
                  Restricted Stock.

            (b)   Unless and until a forfeiture of the Restricted Stock, the
                  Participant shall have, with respect to the shares of
                  Restricted Stock, all of the rights of a shareholder of the
                  Corporation, including the right to vote the shares (if
                  applicable) and the right to receive any cash dividends.
                  Unless otherwise determined by the Committee, cash dividends
                  shall be automatically paid in cash and dividends payable in
                  Corporation Stock shall be paid in the form of additional
                  Restricted Stock.

            (c)   Except to the extent otherwise provided in the applicable
                  Restricted Stock Agreement and (d) below, all shares still
                  subject to restriction shall be forfeited by the Participant
                  upon termination of a Participant's employment for any reason.

            (d)   In the event of hardship or other special circumstances of a
                  Participant whose employment is involuntarily terminated
                  (other than for cause), the Committee may waive in whole or in
                  part any or all remaining restrictions with respect to such
                  Participant's shares of Restricted Stock.

            (e)   If and when the applicable restrictions lapse, unlegended
                  certificates for such shares shall be delivered to the
                  Participant.

            (f)   Each Award shall be confirmed by, and be subject to the terms
                  of, a Restricted Stock Agreement.

VIII. RESTRICTED STOCK UNITS

      8.01 Administration. Restricted Stock Units may be issued either alone or
in addition to other Awards granted under the Plan. The Committee shall
determine the Eligible Employees to whom and the time or times at which grants
of Restricted Stock Units will be made, the number of units to be granted, the
time or times within which such Awards may be subject to forfeiture or otherwise
restricted and any other terms and conditions of the Awards. The restrictions
may be based upon specified Performance Goals, the Participant's continued
employment with the Corporation or its Affiliates or such other factors or
criteria as the Committee shall determine. The provisions of Restricted Stock
Awards need not be the same with respect to each recipient.

      8.02 Form and Timing of Payment of Restricted Stock Units. Timing of
payment of earned Restricted Stock Units shall be determined by the Committee at
its sole discretion. The Committee, in its sole discretion, may pay earned
Restricted Stock Units in the form of cash or in shares of Corporation Stock (or
in a combination thereof), which have an aggregate Fair Market Value equal to
the value of the earned Restricted Stock Units.

                                       -8-

<PAGE>

IX.   WITHHOLDING TAXES

      9.01 General Rule. Pursuant to applicable federal and state laws, the
Corporation is or may be required to collect withholding taxes upon the exercise
of a Stock Option or the lapse of stock restrictions. The Corporation may
require, as a condition to the exercise of a Stock Option or the issuance of a
stock certificate, that the Participant concurrently pay to the Corporation
(either in cash or, at the request of Participant, but subject to such rules and
regulations as the Committee may adopt from time to time, in shares of Delivered
Stock) the entire amount or a portion of any taxes which the Corporation is
required to withhold by reason of such exercise or lapse of restrictions, in
such amount as the Committee or the Corporation in its discretion may determine.
If and to the extent that withholding of any federal, state or local tax is
required in connection with the exercise of an Option or the lapse of stock
restrictions, the Participant may, subject to such rules and regulations as the
Corporation may adopt from time to time, elect to have the Corporation hold back
from the shares to be issued upon the exercise of the Stock Option or the lapse
of stock restrictions, the number of shares of Corporation Stock having a Fair
Market Value equal to such withholding obligation.

      9.02 Special Rule for Insiders. Any such request or election (to satisfy a
withholding obligation using shares) by an individual who is subject to the
provisions of Section 16 of the Securities Exchange Act of 1934 (an "Insider")
shall be made in accordance with the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

X.    GENERAL

      10.01 Nontransferability. No Award granted under the Plan shall be
transferable or assignable (or made subject to any pledge, lien, obligation or
liability of a Participant) except by last will and testament or the laws of
descent and distribution. Upon a transfer or assignment pursuant to a
Participant's last will and testament or the laws of descent and distribution,
any Stock Option must be transferred in accordance therewith. During the
Participant's lifetime, Stock Options shall be exercisable only by the
Participant or by the Participant's guardian or legal representative.
Notwithstanding the foregoing, NSOs may be transferred by a Participant to the
Participant's spouse, children or grandchildren or to a trust for the benefit of
such spouse, children or grandchildren; provided that the terms of any such
transfer prohibit the resale of shares acquired upon exercise of the option at a
time during which the transferor would not be permitted to sell such shares
under the Corporation's policy on trading by insiders.

      10.02 General Restriction. Each Award shall be subject to the requirement
that if at any time the Board or the Committee shall determine, in its
discretion, that the listing, registration, or qualification of securities upon
any securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Stock Option or the
issue or purchase of securities thereunder, such Stock Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board or the Committee. The Committee shall have the right
to

                                       -9-

<PAGE>

rely on an opinion of its counsel as to whether any such listing, registration,
qualification, consent or approval shall have been effected or obtained.

      10.03 Effect of Termination of Employment, Disability or Death. Except as
otherwise provided by the Committee upon any Award, all rights under any Stock
Option granted to a Participant shall terminate and any Restricted Stock or
Restricted Stock Unit granted to a Participant shall be forfeited on the date
such Participant ceases to be employed by the Corporation or its subsidiaries,
except that

            (a)   if the Participant's employment is terminated by the death of
                  the Participant, any unexercised, unexpired Stock Options
                  granted hereunder to the Participant shall be 100% vested and
                  fully exercisable, in whole or in part, at any time within one
                  year after the date of death, by the Participant's personal
                  representative or by the person to whom the Stock Options are
                  transferred under the Participant's last will and testament or
                  the applicable laws of descent and distribution;

            (b)   if the Participant dies within 90 days after termination of
                  employment by the Corporation or its Affiliates, other than
                  for cause, any unexercised, unexpired Stock Options granted
                  hereunder to the Participant and exercisable as of the date of
                  such termination of employment shall be exercisable, in whole
                  or in part, at any time within one year after the date of
                  death, by the Participant's personal representative or by the
                  person to whom the Stock Options are transferred under the
                  Participant's last will and testament or the applicable laws
                  of descent and distribution;

            (c)   if the Participant's employment is terminated as a result of
                  the disability of the Participant (a disability means that the
                  Participant is disabled as a result of sickness or injury,
                  such that he or she is unable to satisfactorily perform the
                  material duties of his or her job, as determined by the Board
                  of Directors, on the basis of medical evidence satisfactory to
                  it), any unexercised, unexpired Stock Options granted
                  hereunder to the Participant shall become 100% vested and
                  fully exercisable, in whole or in part, at any time within one
                  year after the date of disability;

            (d)   if the Participant's employment is terminated as a result of
                  the Participant's retirement (after age 55 with ten years of
                  employment with the Corporation or an Affiliate or after age
                  65), any unexercised, unexpired Stock Options granted
                  hereunder to the Participant and exercisable as of the date of
                  such retirement may be exercised by the Participant at any
                  time within one year after the date of retirement; and

            (e)   if the Participant's employment is terminated by the Company
                  or an Affiliate for any reason other than the Participant's
                  death, disability or retirement of the Participant or for
                  cause, any unexercised, unexpired Stock Options granted
                  hereunder and exercisable as of the date of such

                                      -10-

<PAGE>

                  termination of employment shall be exercisable in whole or in
                  part at any time within 90 days after such date of
                  termination.

If a Participant's employment is terminated for cause (as determined by the
Committee in its sole discretion), all of the Participant's unexercised Stock
Options shall expire and all of the Participant's Restricted Stock and
Restricted Stock Units shall be forfeited. Notwithstanding the foregoing, no
Stock Option shall be exercisable after the date of expiration of its term.

      10.04 Merger, Consolidation or Reorganization. In the event of (a) the
merger or consolidation of the Corporation with or into another corporation or
corporations in which the Corporation is not the surviving corporation, (b) the
adoption of any plan for the dissolution of the Corporation, or (c) the sale or
exchange of all or substantially all the assets of the Corporation for cash or
for shares of stock or other securities of another corporation, all
then-unexercised Stock Options shall become fully exercisable, and all
restrictions imposed on any then-Restricted Stock shall terminate (such that any
Restricted Stock shall become fully transferable) immediately prior to any such
merger or consolidation in which the Corporation is not the surviving
corporation. Notwithstanding the foregoing, in the case of then-unexercised
Stock Options held by persons subject to the reporting requirements of Section
16(a) of the 1934 Act, the Committee may elect to cancel any then-unexercised
Stock Option. If any Stock Option is canceled, the Corporation, or the
corporation assuming the obligations of the Corporation hereunder, shall pay the
Participant an amount of cash or stock, as determined by the Committee, equal to
the Fair Market Value per share of the Corporation Stock immediately preceding
such cancellation over the option price, multiplied by the number of shares
subject to such cancelled Stock Option.

      10.05 Expiration and Termination of the Plan. This Plan shall remain in
effect until all of the Awards made under the Plan have been exercised, the
restrictions thereon have lapsed or the Awards have expired, terminated, or been
canceled or forfeited. Notwithstanding the foregoing, no Awards shall be granted
under the Plan, after that date which is ten years after the Plan is approved by
the Board; or such earlier date as the Board determines in its sole discretion.

      10.06 Amendments. The Board may from time to time amend, modify, suspend
or terminate the Plan; provided, however, that no such action shall (a) impair
without the Participant's consent any Award theretofore granted under the Plan
or deprive any Participant of any shares of Corporation Stock which he may have
acquired through or as a result of the Plan or (b) be made without shareholder
approval where such approval would be required as a condition of compliance with
Rule 16b-3.

      10.07 Wisconsin Law. Except as otherwise required by applicable federal
laws, the Plan shall be governed by, and construed in accordance with, the laws
of the State of Wisconsin.

      10.08 Unfunded Plan. The Plan, insofar as it provides for Awards, shall be
unfunded and the Corporation shall not be required to segregate any assets that
may at any time be represented by Awards under this Plan. Any liability of the
Corporation to any Person with respect to any Award under this Plan shall be
based solely upon any contractual obligations that may be created pursuant to
this Plan. No such obligation of the Corporation shall be deemed to be secured
by any pledge of, or other encumbrance on, any property of the Corporation.

                                      -11-

<PAGE>

      10.09 Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.

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

                                      -12-