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Exhibit 10.1  




  GRIFFIN INDUSTRIES, INC.
       1999 LONG-TERM STOCK INCENTIVE PLAN         


  SECTION 1
  GENERAL         


    1.1  Purpose.  The Griffin Industries, Inc. 1999 Long-Term Stock Incentive Plan (the
"Plan") has been established by Griffin Industries, Inc. (the "Company") to (i) attract
and retain persons eligible to participate in the Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive
compensation opportunities that are competitive with those of other similar companies; and (iv) further identify Participants' interests with those of the Company's other shareholders through
compensation that is based on the Company's common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries, including the growth in value of the
Company's equity and enhancement of long-term shareholder return. 


    1.2.  Participation.  Subject to the terms and conditions of the Plan, the Committee shall determine and
designate, from time to time, from among the Eligible Employees (including transferees of Eligible Employees to the extent the transfer is permitted by the Plan and the applicable Award Agreement),
those persons who will be granted one or more Awards under the Plan, and thereby become "Participants" in the Plan. In the discretion of the Committee, a Participant may be granted any Award permitted
under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of awards outstanding under the Plan, or any other
plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). 


    1.3.  Operation, Administration, and Definitions.  The operation and administration of the Plan,
including the Awards made under the Plan, shall be subject to the provisions of Section 4 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth
in the Plan (including the definition provisions of Section 8 of the Plan). 




  SECTION 2
  OPTIONS AND SARS         


    2.1.  Definitions  



    (a) The
grant of an "Option" entitles the Participant to purchase shares of Stock at an Exercise Price established by the Committee. Options granted under this
Section 2 may be either Incentive Stock Options ("ISOs") or Non-Qualified Options
("NQOs"), as determined in the discretion of the Committee. An "ISO" is an Option that is intended to satisfy the requirements applicable to an
"incentive stock option" described in section 422(b) of the Code. An "NQO" is an Option that is not intended to be an "incentive stock option" as that term is described in section 422(b)
of the Code. 


    (b) A
stock appreciation right (a "SAR") entitles the Participant to receive, in cash or Stock (as determined in
accordance with subsection 2.5), value equal to (or otherwise based on) the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over
(b) an Exercise Price established by the Committee. 




    2.2.  Exercise Price.  The "Exercise Price" of each Option and SAR granted under this Section 2
shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option or SAR is granted; except
that the Exercise Price shall not be less 


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than 100% of the Fair Market Value of a share of Stock on the date of grant and shall not be less than the par value of the affected Stock. 


    2.3.  Exercise.  An Option and an SAR shall be exercisable in accordance with such terms and conditions
and during such periods as may be established by the Committee. 



    2.4.  Payment of Option Exercise Price.  The payment of the Exercise Price of an Option granted under
this Section 2 shall be subject to the following: 



    (a) Subject
to the following provisions of this subsection 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be
paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in paragraph 2.4(c), payment may be made as soon as practicable
after the exercise). 


    (b) The
Exercise Price shall be payable in cash or by tendering, by either actual delivery of shares or by attestation, shares of Stock acceptable to the Committee, and
valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee. 


    (c) The
Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of
Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax
withholding resulting from such exercise. 




    2.5.  Settlement of a SAR.  Shares of Stock delivered pursuant to the exercise of an option or SAR shall
be subject to such conditions, restrictions and contingencies as the Committee may establish in the applicable Award Agreement. Settlement of SARs may be made in shares of Stock (valued at their Fair
Market Value at the time of exercise), in cash, or in a combination thereof, as determined in the discretion of the Committee. 


    2.6  Stock Acquired in Settlement of Options and SARs.  The Committee, in its discretion, may impose such
conditions, restrictions and contingencies with respect to shares of Stock acquired pursuant to the exercise of an Option or an SAR as the Committee determines to be desirable. 


  SECTION 3
  OTHER STOCK AWARDS         


    3.1.  Definitions  



    (a) A
"Stock Unit Award" is the grant of a right to receive shares of Stock in the future. 



    (b) A
"Performance Share Award" is a grant of a right to receive shares of Stock or Stock Units which is contingent on
the achievement of performance or other objectives during a specified period. 


    (c) A
"Restricted Stock Award" is an grant of shares of Stock, and a "Restricted Stock Unit
Award" is the grant of a right to receive shares of Stock in the future, with such shares of Stock or right to future delivery of such shares of Stock subject to a risk of
forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as
determined by the Committee. 




    3.2.  Restrictions on Stock Awards.  Each Stock Unit Award, Performance Share Award, Restricted Stock
Award, and Restricted Stock Unit Award shall be subject to the following: 



    (a) Any
such Award shall be on the terms and subject to such conditions, restrictions and contingencies as the Committee shall determine. 



    (b) The
Committee may designate whether any such Awards being granted to any Participant are intended to be "performance-based compensation" as that term is used in
section 162(m) of 



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the Code. Any such Awards designated as intended to be "performance-based compensation" shall be conditioned on the achievement of one or more Performance Measures. The Performance Measures that may
be used by the Committee for such Awards shall be based on any one or more of the
following, as selected by the Committee with respect to the Company and/or any Subsidiary, division, business unit or component thereof: asset turnover, return on sales, capacity utilization, capital
employed in the business, capital spending, cash flow, cost structure improvements, complexity reductions, customer loyalty, diversity, earnings growth, earnings per share, economic value added,
environmental health and safety, increase in customer base, inventory turnover, market price appreciation, market share, net cash balance, net income, net income margin, net operating cash flow,
operating profit margin, profits before tax, quality/customer satisfaction, rental margin, rental volume, rental revenue per employee, rental revenue per location, return on assets, return on capital,
return on equity, return on net operating assets, return on sales, return on rental revenues, sales margin, sales volume, sales revenue per employee, total shareholder return, variable margin and
working capital. For Awards intended to be "performance-based compensation," the grant of the Awards and the establishment of the Performance Measures shall be made during the period required under
Code section 162(m). 





  SECTION 4
  OPERATION AND ADMINISTRATION         


    4.1.  Effective Date.  Subject to the approval of the shareholders of the Company at or before the
Company's 1999 annual meeting of its shareholders, the Plan shall be effective as of February 1, 1999 (the "Effective Date");  provided, however, that
to the extent that Awards are granted under the Plan prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of the Company at or before such annual meeting. Subject to Section 7, the Plan shall be unlimited in duration and, in the event of Plan termination,
shall remain in effect as long as any Awards under it are outstanding; provided, however, that, to the extent required by the Code, no ISO may be
granted under the Plan on a date that is more than ten years from the date the Plan is adopted or, if earlier, the date the Plan is approved by shareholders. 


    4.2.  Shares Subject to Plan.  The shares of Stock for which Awards may be granted under the Plan shall
be subject to the following: 



    (a) Subject
to the provisions of subsection 4.2(e), the number of shares of Stock which may be delivered with respect to Awards shall not exceed in the aggregate
fifteen percent (15%) of the issued shares of Stock as of the Effective Date; provided that, if the number of issued shares of Stock is increased after
the Effective Date, the maximum number of shares of Stock which may be delivered with respect to Awards shall automatically be increased by fifteen percent (15%) of such increase. 


    (b) To
the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of
Stock are not delivered because the Award is settled in cash or used to satisfy the applicable tax withholding obligation, such shares shall not be deemed to have been delivered for purposes of
determining the maximum number of shares of Stock available for delivery under the Plan. 


    (c) If
the exercise price of any Option granted under the Plan is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation),
only the number of shares of Stock issued net of the shares of Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under
the Plan. 


    (d) Subject
to paragraph 4.2(e), the following additional maximums are imposed under the Plan. 



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     (i) The
maximum number of shares of Stock that may be delivered upon exercise of Options intended to be ISOs shall be 450,000 shares. 


    (ii) The
maximum number of shares of Stock that may be delivered in conjunction with Awards granted pursuant to Section 3 (relating to Stock Awards) shall be
200,000 shares. 


    (iii) The
maximum number of shares of Stock that may be delivered during any calendar year with respect to Awards granted to any one individual pursuant to
Section 2 (relating to Options and SARs) shall be 100,000 shares. 


    (iv) No
more than 100,000 shares of Stock may be subject to Stock Unit Awards, Performance Shares Awards, Restricted Stock Awards, and Restricted Stock Unit Awards that
are intended to be "performance-based compensation" (as that term is used for purposes of Code section 162(m)) granted to any one individual during any one-calendar-year
period (regardless of when such shares are deliverable). 


    (v) To
the extent the aggregate Fair Market Value (determined as of the date of grant) of stock with respect to which ISOs are exercisable for the first time during any
calendar year (under the Plan and all other stock option plans of the Company) exceeds $100,000, such portion in excess of $100,000 shall be treated as a NQO. In the event the optionee holds two or
more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted. 




    (e) In
the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Committee may adjust Awards to preserve the benefits or
potential benefits of the Awards. Action by the Committee may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the
number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise Price of outstanding Options and SARs; and (iv) any other adjustments that the Committee
determines to be equitable. 




    4.3.  General Restrictions.  Delivery 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 or make any other distribution of
benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity. 


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




    4.4.  Tax Withholding.  All distributions under the Plan are subject to withholding of all applicable
taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant,
through the surrender of shares of Stock which the Participant already owns, or through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan. 


    4.5.  Use of Shares.  Subject to the overall limitation on the number of shares of Stock that may be
delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements 


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of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations. 


    4.6.  Dividends and Dividend Equivalents.  An Award (including without limitation an Option or SAR Award)
may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject to the Award
is earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Stock as determined by the Committee. Any such
settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such conditions, restrictions and contingencies as the Committee shall
establish, including the reinvestment of such credited amounts in Stock equivalents. 


    4.7.  Payments.  Awards may be settled through cash payments, the delivery of shares of Stock, the
granting of replacement Awards, or combination thereof as the Committee shall determine. Any Award settlement, including payment deferrals, may be subject to such conditions, restrictions and
contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Award payment, subject to such rules and procedures as it may establish, which may include
provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Stock equivalents. Each Subsidiary shall be liable for payment of cash due
under the Plan with respect to any Participant to the extent that such benefits are attributable to the services rendered for that Subsidiary by the Participant. Any disputes relating to liability of
a Subsidiary for cash payments shall be resolved by the Committee. 


    4.8.  Transferability.  Except as otherwise provided by the Committee, Awards under the Plan are not
transferable except as designated by the Participant by will or by the laws of descent and distribution. 


    4.9.  Form and Time of Elections.  Unless otherwise specified herein, each election required or permitted
to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such times, in
such
form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require. 



    4.10.  Agreement With Company.  An Award under the Plan shall be subject to such terms and conditions,
not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document
as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant sign a copy of such document. Such
document is referred to in the Plan as an "Award Agreement" regardless of whether any Participant signature is required. 


    4.11.  Action by Company or Subsidiary.  Any action required or permitted to be taken by the Company or
any Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board, or
(except to the extent prohibited by applicable law or applicable rules of any stock exchange) by a duly authorized officer of such company. 


    4.12.  Gender and Number.  Where the context admits, words in any gender shall include any other gender,
words in the singular shall include the plural and the plural shall include the singular. 


    4.13.  Limitation of Implied Rights  



    (a) Neither
a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the
Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in their sole discretion, may set aside in
anticipation of a liability 



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under the Plan. A Participant shall have only a contractual right to the Stock or amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing
contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. 


    (b) The
Plan does not constitute a contract of employment, and selection as a Participant will not give any participating employee the right to be retained in the
employ of the Company or any Subsidiary, 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, no Award under the Plan shall confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual fulfills all conditions for
receipt of such rights. 




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




  SECTION 5
  CHANGE IN CONTROL         


    Subject to the provisions of paragraph 4.2(e) (relating to the adjustment of shares), and except as otherwise provided in the Plan or the Award
Agreement reflecting the applicable Award, upon the occurrence of a Change in Control: 



    (a) All
outstanding Options (regardless of whether in tandem with SARs) shall become fully exercisable. 


    (b) All
outstanding SARs (regardless of whether in tandem with Options) shall become fully exercisable. 


    (c) All
Stock Unit Awards, Performance Share Awards, Restricted Stock Awards, and Restricted Stock Unit Awards shall become fully vested. 





  SECTION 6
  COMMITTEE         


    6.1.  Administration.  The authority to control and manage the operation and administration of the Plan
shall be vested in a committee (the "Committee") in accordance with this Section 6. The Committee shall be selected by the Board, and shall
consist solely of two or more members of the Board who are not employees. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan
that would otherwise be the responsibility of the Committee. 


    6.2.  Powers of Committee.  The Committee's administration of the Plan shall be subject to the following: 



    (a) Subject
to the provisions of the Plan, the Committee will have the authority and discretion to select from among the Eligible Employees those persons who shall
receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria,
restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 7) to cancel or suspend Awards. 


    (b) To
the extent that the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in
jurisdictions outside the United States, the Committee will have the authority and discretion to modify those restrictions as 



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the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. 



    (c) The
Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. 


    (d) Any
interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons. 


    (e) In
controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the certificate and bylaws of
the Company, and applicable state corporate law. 




    6.3.  Delegation by Committee.  Except to the extent prohibited by applicable law or the applicable rules
of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. 


    6.4.  Information to be Furnished to Committee.  The Company and Subsidiaries shall furnish the Committee
with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries as to an employee's or Participant's employment, termination
of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan
must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan. 




  SECTION 7
  AMENDMENT AND TERMINATION         


    The Board may, at any time, amend or terminate the Plan, provided that no amendment or termination may, in the
absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; provided that adjustments pursuant to
subject to subsection 4.2(e) shall not be subject to the foregoing limitations of this Section 7. 




  SECTION 8
  DEFINED TERMS         


    In addition to the other definitions contained herein, the following definitions shall apply: 



    (a)  Award.  The term "Award" shall mean any award or benefit granted under the Plan, including, without
limitation, the grant of Options, SARs, Stock Unit Awards, Performance Share Awards, Restricted Stock Awards, and Restricted Stock Unit Awards. 


    (b)  Board.  The term "Board" shall mean the Board of Directors of the Company. 


    (c)  Change in Control.  The term "Change in Control" means a change in the beneficial ownership of the
Company's voting stock or a change in the composition of the Board which occurs as follows: 



     (i) Any
"person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly,
of stock of the 




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Company representing 25 percent or more of the total voting power of the Company's then outstanding stock; or 


    (ii) A
tender offer (for which a filing has been made with the SEC which purports to comply with the requirements of Section 14(d) of the Securities Exchange Act
of 1934 and the corresponding SEC rules) is made for the stock of the Company. In case of a tender offer described in this paragraph (ii), the Change in Control will be deemed to have occurred
upon the first to occur of (A) any time during the offer when the person (using the definition in (i) above) making the offer owns or has accepted for payment stock of the Company with
25 percent or more of the total voting power of the Company's outstanding stock, or (B) three business days before the offer is to terminate unless the offer is withdrawn first, if the
person making the offer could own, by the terms of the offer plus any shares owned by this person, stock with 50 percent or more of the total voting power of the Company's outstanding stock
when the offer terminates; or 


    (iii) Individuals
who were the Board's nominees for election as directors of the Company immediately prior to a meeting of the shareholders of the Company involving a
contest for the election of directors shall not constitute a majority of the Board following the election. 




    (c)  Code.  The term "Code" means the Internal Revenue Code of 1986, as amended. A reference to any
provision of the Code shall include reference to any successor provision of the Code. 


    (d)  Eligible Employee.  The term "Eligible Employee" shall mean any key executive or other management
employee of the Company or a Subsidiary. An Award may be granted to an employee, in connection with hiring, retention or otherwise, prior to the date the employee first performs services for the
Company or the Subsidiaries, provided that such Awards shall not become vested prior to the date the employee first performs such services. 


    (e)  Fair Market Value.  For purposes of determining the "Fair Market Value" of a share of Stock as of
any date, the following rules shall apply: 



     (i) If
the principal market for the Stock is a national securities exchange or the Nasdaq stock market, then the "Fair Market Value" as of that date shall be the mean
between the lowest and highest reported sale prices of the Stock on that date on the principal exchange on which the Stock is then listed or admitted to trading. 


    (ii) If
sale prices are not available or if the principal market for the Stock is not a national securities exchange and the Stock is not quoted on the Nasdaq stock
market, the average between the highest bid and lowest asked prices for the Stock on such day as reported on the NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or
a comparable service. 


    (iii) If
the day is not a business day, and as a result, paragraphs (i) and (ii) next above are inapplicable, the Fair Market Value of the Stock shall be
determined as of the last preceding business day. If paragraphs (i) and (ii) next above are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by
the Committee. 




    (f)  Subsidiary.  The term "Subsidiary" means any company during any period in which it is a "subsidiary
corporation" (as that term is defined in Code section 424(f)) with respect to the Company. 


    (g)  Stock.  The term "Stock" shall mean shares of common stock of the Company. 



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GRIFFIN INDUSTRIES, INC. 1999 LONG-TERM STOCK INCENTIVE PLAN

SECTION 1 GENERAL

SECTION 2 OPTIONS AND SARS

SECTION 3 OTHER STOCK AWARDS

SECTION 4 OPERATION AND ADMINISTRATION

SECTION 5 CHANGE IN CONTROL

SECTION 6 COMMITTEE

SECTION 7 AMENDMENT AND TERMINATION

SECTION 8 DEFINED TERMS