ex10_1.htm


    
      

    

    Exhibit  10.1

    GENERAL
      DATACOMM INDUSTRIES, INC.

    2003
      STOCK AND BONUS PLAN

    


    TABLE
      OF
      CONTENTS

    


    
      	
              SECTION 1.

            	
              GENERAL
                PURPOSE OF THE PLAN; DEFINITIONS

            
	 	 
	
              SECTION 2.

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

            
	 	 
	
              SECTION 3.

            	
              SHARES
                ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

            
	 	 
	
              SECTION 4.

            	
              ELIGIBILITY

            
	 	 
	
              SECTION 5.

            	
              STOCK
                OPTIONS

            
	 	 
	
              SECTION 6.

            	
              CONDITIONED
                STOCK AWARDS

            
	 	 
	
              SECTION 7.

            	
              UNRESTRICTED
                STOCK AWARDS

            
	 	 
	
              SECTION 8.

            	
              TERMINATION
                AND RESCISSION OF STOCK OPTIONS

            
	 	 
	
              SECTION 9.

            	
              TAX
                WITHHOLDING

            
	 	 
	
              SECTION 10.

            	
              TRANSFER,
                LEAVE OF ABSENCE, ETC

            
	 	 
	
              SECTION 11.

            	
              AMENDMENTS
                AND TERMINATION

            
	 	 
	
              SECTION 12.

            	
              STATUS
                OF PLAN

            
	 	 
	
              SECTION 13.

            	
              CHANGE
                OF CONTROL PROVISIONS

            
	 	 
	
              SECTION 14.

            	
              GENERAL
                PROVISIONS

            
	 	 
	
              SECTION 15.

            	
              EFFECTIVE
                DATE OF PLAN

            
	 	 
	
              SECTION 16.

            	
              GOVERNING
                LAW

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GENERAL
      DATACOMM INDUSTRIES

    2003
      STOCK AND BONUS PLAN

    


    SECTION
      1.  GENERAL PURPOSE OF THE PLAN; DEFINITIONS

    


    The
      name of the plan is the General
      DataComm Industries, Inc. 2003 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.

    


    “CLASS
      B STOCK” means the Class B
      Common Stock, $.01 par value, of the Company, subject to adjustments pursuant
      to
      Section 3.

    


    “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 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, and/or
      Class B Common Stock, as the case may be.

    


    “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. . If the
      Committee consists of only one (1) director and options are being granted to
      the
      directors, then such option to the Committee member shall be approved by the
      Board of Directors which shall have authority to approve all options granted
      to
      persons subject to Section 16(a) under the Securities Exchange Act of
      1934.

    


    


    (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 and whether the Award is of Common Stock or Class
      B
      Stock, or both, provided that no Award shall include Class B Stock after
      December 31, 2003;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (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 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 nine million, one hundred eighty
      five thousand, three hundred and sixty1
      (9,185,360) consisting of four million, five hundred ninety two thousand, six
      hundred and eighty (4,592,680) shares of Common Stock and four million, five
      hundred ninety two thousand, six hundred and eighty (4,592,680) shares of Class
      B Stock,2 provided that no Award shall
      include Class B Stock after December 31, 2003. 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.

    


    


    
      


    
      * an
        aggregate of 20% of the outstanding Stock of the Company on a fully diluted
        basis 

    

    
      † Those
        figures -- 9,185,360 maximum shares, 4,592,680 common shares, and 4,592,680
        Class B shares -- reflect the number of shares prior to the 1:10 reverse
        split
        contemplated by the Debtor’s Amended Joint Plan of Reorganization dated April
        29, 2003 and will be adjusted to reflect the reverse
        split.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


             (b)
      STOCK DIVIDENDS, MERGERS, ETC. In the event that after approval of the
      Company’s Plan of Reorganization, the Company effects a stock dividend, 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. 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 provisions of Section 14.

    


             (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 Section 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.

    


    (ii)
      OPTION TERM. The term of each Stock Option shall be fixed by the Committee
      but
      no Incentive 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.

    


    (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.

    


             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.

    


             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. 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 9(a)(ii) for the exercise
      of a Stock Option shall extend such period to the expiration of the stated
      term
      of the Option, if earlier.

    


    (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 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 two year period following any such termination, the Company may
      notify participant in writing of the rescission of any options exercised by
      participant 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.

    


    SECTION
      9. TAX WITHHOLDING.

    


             (a)
      PAYMENT BY PARTICIPANT. Each participant shall, no later than the Date 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 the Committee,
      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,
      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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 July 1, 2003, 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 July 1, 2003 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 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 or 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.

    


             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 Plan of Reorganization shall be the effective date of
      the
      adoption of this Plan. The Plan was amended October 11, 2007 concerning the
      size
      of the Committee, options granted to the Committee member and vesting of options
      as a result of death and disability.

    


             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.