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                                                                    EXHIBIT 10.2
 
                                WILLCOX & GIBBS
                           1988 STOCK INCENTIVE PLAN
               (As Amended and Restated effective March 16, 1995)
 
    SECTION 1.  PURPOSE.
 
    The  purposes of the Willcox & Gibbs  1988 Stock Incentive Plan (the "Plan")
are (i) to enable  Willcox & Gibbs, Inc.  (the "Company") and Related  Companies
(as  defined  below)  to attract  and  retain  employees who  contribute  to the
Company's success by their ability, ingenuity  and industry, and to enable  such
employees  to participate in the long-term success  and growth of the Company by
giving them an equity interest in the Company, and (ii) to enable the Company to
pay part of  the compensation of  its Outside Directors  (as defined in  Section
5.2)  in options to purchase the Company's Common Stock, thereby increasing such
directors' proprietary interest  in the  Company. For  purposes of  the Plan,  a
"Related  Company" means  any corporation,  partnership, joint  venture or other
entity in  which  the Company  owns,  directly or  indirectly,  at least  a  20%
beneficial ownership interest.
 
    SECTION 2.  TYPES OF AWARDS.
 
    2.1   Awards under  the Plan may be  in the form of  (i) Stock Options; (ii)
Stock Appreciation  Rights; (iii)  Restricted Stock;  (iv) Deferred  Stock;  (v)
Loans; and/or (vi) Tax Offset Payments.
 
    2.2   An eligible  officer or employee may  be granted one  or more types of
awards, which may be independent or granted in tandem. If two awards are granted
in tandem the award  holder may exercise (or  otherwise receive the benefit  of)
one award only to the extent he or she relinquishes the tandem award.
 
    SECTION 3.  ADMINISTRATION.
 
    3.1   The Plan shall be administered by the Executive Compensation Committee
of the Company's  Board of Directors  (the "Board") or  such other committee  of
directors as the Board shall designate (the "Committee"), which shall consist of
not less than three disinterested persons (as such term is defined in Rule 16b-3
under the Securities Exchange Act of 1934 or any successor rule) who shall serve
at the pleasure of the Board. The Chairman of the Board of the Company shall not
be appointed to the Committee unless the Company has determined, with the advice
of counsel, that he is disinterested.
 
    3.2  The Committee shall have the following authority with respect to awards
under  the Plan to officers (including the Chairman of the Board) and employees:
to grant awards  to eligible  officers or employees  under the  Plan; to  adopt,
alter  and repeal such administrative  rules, guidelines and practices governing
the Plan as it shall  deem advisable; to interpret  the terms and provisions  of
the  Plan and any award  granted under the Plan;  and to otherwise supervise the
administration of the Plan.  In particular, and  without limiting its  authority
and  powers, with  respect to  awards to  officers and  employees, the Committee
shall have the authority:
 
    (a) to determine  whether and  to what extent  any award  or combination  of
       awards  will be granted  hereunder, including whether  any awards will be
       granted in tandem with each other;
 
    (b) to select the officers or employees to whom awards will be granted;
 
    (c) to determine the  number of shares  of the common  stock of the  Company
       (the "Stock") to be covered by each award granted hereunder;
 
    (d)  to determine the  terms and conditions of  any award granted hereunder,
       including, but not limited to, any vesting or other restrictions based on
       performance and such other factors as the Committee may determine, and to
       determine whether the terms and conditions of the award are satisfied;
 
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    SECTION 3.  ADMINISTRATION.  (CONTINUED)
    (e) to determine the treatment of awards upon an award holder's  retirement,
       disability,   death,  termination  for  cause  or  other  termination  of
       employment or service;
 
    (f) to determine pursuant to a formula or otherwise the fair market value of
       the Stock on a given date; provided, however, that if the Committee fails
       to make such a  determination, fair market value  shall mean the  closing
       sale price of the Stock on a given date;
 
    (g)  to determine that amounts equal to the amount of any dividends declared
       with respect to the number of shares covered by an award (i) will be paid
       to the award holder currently or (ii)  will be deferred and deemed to  be
       reinvested  or (iii) will  otherwise be credited to  the award holder, or
       that the award holder has no rights with respect to such dividends;
 
    (h) to determine whether, to what extent, and under what circumstances Stock
       and other  amounts payable  with respect  to an  award will  be  deferred
       either  automatically or  at the election  of an  award holder, including
       providing for and determining the amount  (if any) of deemed earnings  on
       any deferred amount during any deferral period;
 
    (i)  to provide that  the shares of Stock  received as a  result of an award
       shall be  subject to  a right  of first  refusal, pursuant  to which  the
       holder  shall be required to  offer to the Company  any shares that he or
       she wishes to sell, subject to such terms and conditions as the Committee
       may specify;
 
    (j)   to amend  the  terms of  any  award, prospectively  or  retroactively;
       provided, however, that no amendment shall impair the rights of the award
       holder without his or her consent; and
 
    (k) to substitute new Stock Options for previously granted Stock Options, or
       for  options granted under other plans, in each case including previously
       granted options having higher option prices.
 
    3.3  With respect to awards to  Outside Directors (other than awards to  the
Chairman of the Board granted pursuant to Section 3.2), the Committee shall have
authority  to interpret  the Plan; to  adopt, amend,  and rescind administrative
regulations to further the purposes  of the Plan; and  to take any other  action
necessary to the proper operation of the Plan. However, the Committee shall have
no  discretion to vary the amount or terms of awards as set forth in Section 14,
except as provided in Section 4.3.
 
    3.4  All determinations made by the Committee pursuant to the provisions  of
the  Plan shall be final  and binding on all  persons, including the Company and
Plan participants.
 
    3.5  The Committee may from time to time delegate to one or more officers of
the Company any or all of its authorities granted hereunder except with  respect
to  awards granted to persons  subject to Section 16  of the Securities Exchange
Act of 1934. The Committee shall specify  the maximum number of shares that  the
officer or officers to whom such authority is delegated may award.
 
    SECTION 4.  STOCK SUBJECT TO PLAN.
 
    4.1    The  total number  of  shares  of Stock  reserved  and  available for
distribution under  the  Plan  shall  be 2,266,667  (subject  to  adjustment  as
provided  below). Such shares  may consist of authorized  but unissued shares or
treasury shares. The  exercise of  a Stock Appreciation  Right for  cash or  the
payment  of any other  award in cash  shall not count  against this share limit.
Options with respect to  more than 300,000  shares shall not  be granted to  any
officer or employee in any calendar year.
 
    4.2   To the extent a Stock Option terminates without having been exercised,
or an award terminates without the  award holder having received payment of  the
award,  or shares awarded are forfeited, the  shares subject to such award shall
again be available for distribution in  connection with future awards under  the
Plan  regardless of whether the forfeiting  participant received any benefits of
ownership such as dividends from the forfeited award. At no time will the number
of shares issued
 
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    SECTION 4.  STOCK SUBJECT TO PLAN.  (CONTINUED)
under the  Plan plus  the number  of shares  estimated by  the Committee  to  be
ultimately  issued with respect to outstanding  awards under the Plan exceed the
number of shares authorized  under Section 4.1. If  the Committee's estimate  of
the  number of shares to be issued with  respect to an award is greater than the
number of shares  actually issued with  respect thereto, such  excess number  of
shares shall again be available in connection with future awards under the Plan.
 
    4.3   In  the event  of any  merger, reorganization,  consolidation, sale of
substantially  all  assets,  recapitalization,  Stock  dividend,  Stock   split,
spin-off,  split-up,  split-off,  distribution  of  assets  or  other  change in
corporate structure affecting the Stock, a substitution or adjustment, as may be
determined to be  appropriate by the  Committee in its  sole discretion, may  be
made in the aggregate number of shares reserved for issuance under the Plan, the
limitations  on individual awards,  the number of  shares subject to outstanding
awards and the amounts to be paid by  award holders or the Company, as the  case
may  be, with  respect to  outstanding awards;  provided, however,  that no such
adjustment shall increase the aggregate value  of any outstanding award. In  the
event  any change described in this Section 4.3 occurs and an adjustment is made
in the outstanding  Stock Options,  a similar adjustment  shall be  made in  the
number and terms of Stock Options granted and to be granted to Outside Directors
under Section 14.
 
    SECTION 5.  ELIGIBILITY.
 
    5.1   Officers (including the Chairman of  the Board) and other employees of
the Company or a  Related Company are  eligible to be  granted awards under  the
Plan.  Except  as provided  in  Section 5.2,  Outside  Directors other  than any
Outside Director serving as Chairman of the Board are not eligible to be granted
awards under the  Plan. The  officer and  employee participants  under the  Plan
shall  be selected from time  to time by the  Committee, in its sole discretion,
from among those eligible.
 
    5.2  Awards under  Section 14 of  the Plan shall be  made solely to  Outside
Directors,  which term  shall mean (i)  for purposes of  Initial Options granted
under Section 14.1, any director of the Company other than one who is an officer
or employee of the Company or a Related Company, and (ii) for purposes of Annual
Options granted under Section 14.2, any  director of the Company other than  one
who  is an officer or employee of the Company, a Related Company, or Rexel, S.A.
("Rexel").
 
    SECTION 6.  STOCK OPTIONS.
 
    6.1  The Stock Options awarded to officers and employees under the Plan  may
be  of two types: (i) Incentive Stock Options within the meaning of Section 422A
of the  Internal Revenue  Code  or any  successor  provision thereto;  and  (ii)
Non-Qualified  Stock  Options. To  the  extent that  any  Stock Option  does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified  Stock
Option.
 
    6.2   Subject to the following provisions, Stock Options awarded to officers
and employees under the Plan shall be in such form and shall have such terms and
conditions as the Committee may determine:
 
    (a) OPTION PRICE. The  option price per share  of Stock purchasable under  a
       Stock  Option shall  be determined  by the  Committee; provided, however,
       that to the extent required to satisfy the exemption requirements of Rule
       16b-3 under the Securities Exchange Act of 1934 (or any successor  rule),
       the  option price of Stock Options  granted to persons subject to Section
       16 of the Securities Exchange Act of 1934, shall not be less than 50%  of
       the  fair market value of the Stock on the date of the award of the Stock
       Option.
 
    (b) OPTION  TERM. The  term  of each  Stock Option  shall  be fixed  by  the
       Committee.
 
    (c) EXERCISABILITY. Stock Options shall be exercisable at such time or times
       and  subject to such terms  and conditions as shall  be determined by the
       Committee. If the Committee provides that any Stock Option is exercisable
       only in installments, the Committee  may waive such installment  exercise
       provisions at any time in whole or in part.
 
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    SECTION 6.  STOCK OPTIONS.  (CONTINUED)
    (d)  METHOD OF EXERCISE. Stock Options may  be exercised in whole or in part
       at any time during the option period by giving written notice of exercise
       to  the  Company  specifying  the  number  of  shares  to  be  purchased,
       accompanied  by payment  of the purchase  price. Payment  of the purchase
       price shall be made in  such manner as the  Committee may provide in  the
       award,  which may include cash  (including cash equivalents), delivery of
       shares of  Stock already  owned  by the  optionee  or subject  to  awards
       hereunder, any other manner permitted by law determined by the Committee,
       or  any combination of the foregoing.  The Committee may provide that all
       or part of the shares received upon the exercise of a Stock Option  which
       are paid for using Restricted Stock or Deferred Stock shall be restricted
       or  deferred  in  accordance with  the  original  terms of  the  award in
       question.
 
    (e) NO  STOCKHOLDER  RIGHTS.  An  optionee  shall  have  neither  rights  to
       dividends or other rights of a stockholder with respect to shares subject
       to a Stock Option until the optionee has given written notice of exercise
       and has paid for such shares.
 
    (f)  SURRENDER  RIGHTS.  The  Committee  may  provide  that  options  may be
       surrendered for cash upon any terms and conditions set by the Committee.
 
    (g) NON-TRANSFERABILITY.  No  Stock  Option shall  be  transferable  by  the
       optionee  other than by will or by  the laws of descent and distribution.
       During the optionee's  lifetime, all Stock  Options shall be  exercisable
       only by the optionee.
 
    (h)  TERMINATION OF EMPLOYMENT. If an optionee's employment with the Company
       or  a  Related  Company  terminates  by  reason  of  death,   disability,
       retirement,  voluntary or involuntary termination or otherwise, the Stock
       Option shall be exercisable  to the extent  determined by the  Committee.
       The  Committee, may provide  that, notwithstanding the  option term fixed
       pursuant to Section 6.2(b),  a Stock Option which  is outstanding on  the
       date  of an optionee's  death shall remain  outstanding for an additional
       period after the date of such death.
 
    6.3   Notwithstanding the  provisions  of Section  6.2, no  Incentive  Stock
Option shall (i) have an option price which is less than 100% of the fair market
value  of  the Stock  on the  date of  the award  of the  Stock Option,  (ii) be
exercisable more than ten  years after the date  such Incentive Stock Option  is
awarded or (iii) be awarded more than ten years after the effective date of this
restatement of the Plan.
 
    SECTION 7.  STOCK APPRECIATION RIGHTS.
 
    7.1   A  Stock Appreciation  Right awarded to  an officer  or employee shall
entitle the holder thereof to receive payment  of an amount, in cash, shares  of
Stock  or a combination thereof, as determined  by the Committee, equal in value
to the excess of the fair  market value of the shares  as to which the award  is
granted  on the date of exercise over  an amount specified by the Committee. Any
such award shall be in such form and shall have such terms and conditions as the
Committee may determine.
 
    7.2  The Committee may provide that a Stock Appreciation Right awarded to an
officer or employee  may be exercised  only within the  60-day period  following
occurrence  of a  Change of  Control (as  defined in  Section 16.2).  Unless the
Committee provides otherwise, in the event of a Change of Control the amount  to
be  paid upon an  officer or employee's  exercise of a  Stock Appreciation Right
shall be based on the Change of Control Price (as defined in Section 16.3).
 
    SECTION 8.  RESTRICTED STOCK.
 
    Subject to  the following  provisions,  all awards  of Restricted  Stock  to
officers  and employees  shall be  in such  form and  shall have  such terms and
conditions as the Committee may determine:
 
    (a) The  Restricted  Stock award  shall  specify  the number  of  shares  of
       Restricted  Stock to  be awarded, the  price, if  any, to be  paid by the
       recipient of the Restricted Stock and the date or dates on which, or  the
       conditions  upon  the satisfaction  of which,  the Restricted  Stock will
       vest. The vesting  of Restricted  Stock may  be unconditional  or may  be
       conditioned upon the
 
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    SECTION 8.  RESTRICTED STOCK.  (CONTINUED)
       completion of a specified period of service with the Company or a Related
       Company,  upon the attainment of specified performance goals or upon such
       other criteria as the Committee may determine.
 
    (b) Stock  certificates  representing the  Restricted  Stock awarded  to  an
       officer  or employee shall be registered in the recipient's name, but the
       Committee may direct  that such certificates  be held by  the Company  on
       behalf  of the recipient. Except as may be permitted by the Committee, no
       share of Restricted Stock may be sold, transferred, assigned, pledged  or
       otherwise  encumbered by  the recipient  until such  share has  vested in
       accordance with the  terms of  the Restricted  Stock award.  At the  time
       Restricted  Stock vests,  a certificate for  such vested  shares shall be
       delivered  to  the  officer  or  employee  (or  his  or  her   designated
       beneficiary in the event of death), free of all restrictions.
 
    (c)  The Committee may provide  that the officer or  employee shall have the
       right to vote or receive dividends on Restricted Stock. The Committee may
       provide that Stock  received as a  dividend on, or  in connection with  a
       stock   split  of,  Restricted  Stock  shall   be  subject  to  the  same
       restrictions as the Restricted Stock.
 
    (d) Except as may be provided by the Committee, in the event of an officer's
       or employee's  termination  of  employment  before  all  of  his  or  her
       Restricted  Stock  has vested,  or  in the  event  any conditions  to the
       vesting of Restricted Stock have not been satisfied prior to any deadline
       for the  satisfaction of  such conditions  set forth  in the  award,  the
       shares  of Restricted Stock which have not vested shall be forfeited, and
       the Committee may provide that (i) any purchase price paid by the officer
       or employee shall  be returned  to the employee  or (ii)  a cash  payment
       equal  to  the  Restricted  Stock's  fair market  value  on  the  date of
       forfeiture, if lower, shall be paid to the officer or employee.
 
    (e) The  Committee may  waive,  in whole  or  in part,  any  or all  of  the
       conditions  to receipt of, or restrictions with respect to, any or all of
       the officer's or employee's Restricted Stock.
 
    SECTION 9.  DEFERRED STOCK AWARDS.
 
    Subject to  the  following  provisions,  all awards  of  Deferred  Stock  to
officers  and employees  shall be  in such  form and  shall have  such terms and
conditions as the Committee may determine:
 
    (a) The Deferred Stock award shall specify the number of shares of  Deferred
       Stock  to be awarded to any recipient and the duration of the period (the
       "Deferral Period") during which, and the conditions under which,  receipt
       of  the Stock will be deferred, and  the period, if any, during which the
       award is subject to forfeiture. The Committee may condition the award  of
       Deferred  Stock, or receipt of  Stock or cash at  the end of the Deferral
       Period, upon  the  attainment  of specified  performance  goals  or  such
       criteria as the Committee may determine.
 
    (b)  Except as may be permitted by  the Committee, Deferred Stock awards may
       not be  sold,  assigned,  transferred, pledged  or  otherwise  encumbered
       during the Deferral Period.
 
    (c)  At the expiration of the Deferral  Period, the recipient (or his or her
       designated  beneficiary  in  the  event  of  death)  shall  receive   (i)
       certificates  for the number  of shares of  Stock equal to  the number of
       shares covered by the Deferred Stock  award, (ii) cash equal to the  fair
       market  value of such Stock or (iii) a combination of shares and cash, as
       the Committee may determine.
 
    (d) Except as may be provided by the Committee, in the event of an officer's
       or employee's termination of  employment before the  end of the  Deferral
       Period, his or her Deferred Stock award shall be forfeited.
 
    (e)  The  Committee may  waive,  in whole  or  in part,  any  or all  of the
       conditions to receipt of, or restrictions with respect to, Stock or  cash
       under a Deferred Stock award.
 
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    SECTION 10.  LOANS.
 
    The  Committee may provide  that the Company  shall make, or  arrange for, a
loan or loans  to an officer  or employee with  respect to the  exercise of  any
Stock Option awarded under the Plan, with respect to the payment of the purchase
price,  if any, of any Restricted Stock awarded hereunder or with respect to any
taxes arising from an award hereunder, PROVIDED, HOWEVER, that the Company shall
not loan to  an officer  or employee  more than the  excess of  the purchase  or
exercise  price of an award (together with  the amount of any taxes arising from
such award) over the  par value of  any shares of  Stock awarded. The  Committee
shall have full authority to decide whether a loan will be made hereunder and to
determine  the  amount, term  and  provisions of  any  such loan,  including the
interest rate to be charged, whether the  loan will be with or without  recourse
against  the borrower, any security for the loan, the terms on which the loan is
to be repaid and the conditions, if any, under which the loan may be forgiven.
 
    SECTION 11.  TAX OFFSET PAYMENTS.
 
    The Committee may  provide for a  Tax Offset  Payment by the  Company to  an
officer  or employee in  an amount specified  by the Committee,  which shall not
exceed the amount  necessary to pay  the federal, state,  local and other  taxes
payable with respect to any award and receipt of the Tax Offset Payment assuming
the  officer or  employee is taxed  at the  maximum tax rate  applicable to such
income. The Tax  Offset Payment  may be  paid in  cash, Stock  or a  combination
thereof, as determined by the Committee.
 
    SECTION 12.  ELECTION TO DEFER AWARDS.
 
    The Committee may permit an officer or employee to elect to defer receipt of
an  award for a specified period or until  a specified event, upon such terms as
are determined by the Committee.
 
    SECTION 13.  TAX WITHHOLDING.
 
    13.1  Each Outside  Director, officer or employee  shall, no later than  the
date as of which the value of an award first becomes includible in such person's
gross  income  for  applicable  tax  purposes,  pay  to  the  Company,  or  make
arrangements satisfactory to  the Committee regarding  payment of, any  federal,
state,  local or  other taxes of  any kind required  by law to  be withheld with
respect to the award.  The obligations of  the Company under  the Plan shall  be
conditional  on  such  payment  or arrangements,  and  the  Company  (and, where
applicable, any Related Company),  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 Outside Director, officer or employee.
 
    13.2   To the extent  permitted by the Committee,  and subject to such terms
and conditions as the Committee may provide, an officer or employee may elect to
have the  withholding tax  obligation,  or any  additional tax  obligation  with
respect  to any awards  hereunder, satisfied by (i)  having the Company withhold
shares of Stock otherwise deliverable to  such person with respect to the  award
or (ii) delivering to the Company shares of unrestricted Stock.
 
    SECTION 14.  STOCK OPTIONS FOR OUTSIDE DIRECTORS.
 
    14.1  Each person who is an Outside Director at the close of the 1993 Annual
Meeting  of Stockholders  shall be  granted as  of such  date a  Stock Option to
purchase 10,000 shares  of common stock  of the Company  (an "Initial  Option").
Each person who becomes an Outside Director after such date shall be granted, as
an  Initial Option as of the date of his or her election as an Outside Director,
a Stock Option to purchase 10,000 shares of common stock of the Company.
 
    14.2  At the  close of each annual  meeting of stockholders commencing  with
the 1995 annual meeting, (or in the case of a person who subsequently becomes an
Outside Director, commencing with the annual meeting following the grant of such
person's  Initial Option), if the Company's  earnings per share (as certified by
the Company's independent  auditors) for the  immediately preceding fiscal  year
exceed  110% of the Company's earnings per  share (as certified by the Company's
independent
 
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    SECTION 14.  STOCK OPTIONS FOR OUTSIDE DIRECTORS.  (CONTINUED)
auditors) for the fiscal  year prior thereto, each  Outside Director other  than
the  Chairman of the Board for the preceding  year shall be granted an option to
purchase 2,500 shares  of Common Stock  and any Outside  Director who served  as
Chairman  of the  Board for  the preceding  year shall  be granted  an option to
purchase 5,000 shares of Common  Stock. In the event  the Chairman of the  Board
served  in  such position  for less  than  the entire  preceding year,  he shall
receive a pro  rata portion of  the option  to purchase 5,000  shares of  Common
Stock  for the portion of  the preceding year in which  he served as Chairman of
the Board, and  a pro rata  portion of the  option to purchase  2,500 shares  of
Common  Stock for  the portion  of the preceding  year in  which he  served as a
non-Chairman Outside Director. Each option granted pursuant to this Section 14.2
shall be referred to as an "Annual Option".
 
    14.3  Stock  Options granted under  this Section 14  shall be  Non-Qualified
Stock Options and shall have the following terms and conditions:
 
    (a) OPTION PRICE.  The option price per share of Stock purchasable under the
       Stock Option shall be equal to the average of the high and low sale price
       of the Stock on the date the Stock Option is granted.
 
    (b)  OPTION TERM.  The term of the  Stock Option shall be ten years, subject
       to earlier  termination in  the  event of  termination  of service  as  a
       director,  as set forth in paragraph (e) below, and subject to earlier or
       later termination in the event of  the director's death, as set forth  in
       paragraph (f) below.
 
    (c)  EXERCISABILITY.   Each  Initial  Option shall  become  exercisable with
       respect to 20% of the underlying  shares on the first anniversary of  the
       date  immediately following the  date of grant, and  an additional 20% on
       each subsequent  anniversary thereof,  provided that  the optionee  is  a
       director  of the  Company on such  date. Each Annual  Option shall become
       fully exercisable, in whole or in  part, on the last business day  before
       the  annual meeting which follows the  grant of such option, provided the
       optionee is a director of the  Company on such date. Notwithstanding  the
       preceding  two sentences, in the event of a Change of Control (as defined
       in Section 16),  each Stock Option  granted under this  Section 14  shall
       become fully exercisable and vested.
 
    (d)  METHOD OF EXERCISE.  The Stock Options  may be exercised in whole or in
       part at any  time during the  option period by  giving written notice  of
       exercise  to the Company specifying the number of shares to be purchased,
       accompanied by payment  of the  purchase price. Payment  of the  purchase
       price  shall be made in cash  (including cash equivalents) or by delivery
       of shares of Stock already owned by the optionee for at least six months,
       or any combination of the foregoing. Shares delivered upon payment of the
       exercise price shall be valued  at the average of  the high and low  sale
       prices on the date of exercise.
 
    (e)  TERMINATION  OF SERVICE  AS DIRECTOR.    If an  optionee's status  as a
       director of the Company is terminated for cause (as defined below),  such
       director's  Stock Options shall terminate on the date of such termination
       of service. If an optionee's status  as a director is terminated for  any
       reason  other than death or termination  for cause, such director's Stock
       Options may be exercised only within three months of such termination  of
       service,  and only to  the extent such Stock  Options were exercisable on
       the date of such termination of service. For purposes of this  paragraph,
       termination  for cause  shall mean termination  on account of  any act of
       fraud or intentional misrepresentation, embezzlement, misappropriation or
       conversion of  assets or  opportunities  of the  Company or  any  Related
       Company.
 
    (f) DEATH OF OPTIONEE.  If an optionee's status as a director of the Company
       is  terminated by reason  of the optionee's  death, such director's Stock
       Options may be exercised by his or her legal representatives only  within
       12  months following  the director's  death and  only to  the extent such
       Stock Options were exercisable on the date of such death.
 
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    SECTION 14.  STOCK OPTIONS FOR OUTSIDE DIRECTORS.  (CONTINUED)
    (g) NON-TRANSFERABILITY.   No  Stock  Option shall  be transferable  by  the
       optionee  other than by will or by  the laws of descent and distribution.
       During the optionee's  lifetime, all Stock  Options shall be  exercisable
       only by the optionee.
 
    (h)  NO  STOCKHOLDER  RIGHTS.   An  optionee  shall have  neither  rights to
       dividends nor  other  rights of  a  stockholder with  respect  to  shares
       subject  to a Stock Option until the optionee has given written notice of
       exercise and has paid for such shares.
 
    (i) LIMITED STOCK APPRECIATION RIGHTS.  Each Stock Option under this Section
       14 shall be  granted in tandem  with a Limited  Stock Appreciation  Right
       which  may be exercised only within  the 60-day period following a Change
       of Control (as defined in Section  16.2) and upon exercise shall  entitle
       the  holder to receive  payment, for each  share as to  which the Limited
       Stock Appreciation Right is exercised, of an amount equal in value to the
       excess of the Change of Control  Price (as defined in Section 16.3)  over
       the  exercise  price  of the  related  Stock Option.  Such  Limited Stock
       Appreciation Right  shall be  payable  in cash,  except  that if  a  cash
       payment  would  be subject  to disgorgement  under  Section 16(b)  of the
       Securities Exchange Act  of 1934, such  Limited Stock Appreciation  Right
       shall be payable in shares of Stock.
 
    SECTION 15.  AMENDMENTS AND TERMINATION.
 
    The Board may discontinue the Plan at any time and may amend it from time to
time.  No amendment  or discontinuation of  the Plan shall  adversely affect any
award previously  granted  without  the  award  holder's  written  consent.  The
provisions  of Section 14 shall not be  amended more than once every six months,
other than to comport  with changes in the  Internal Revenue Code, the  Employee
Retirement  Income Security Act, or the rules thereunder. Amendments may be made
without stockholder approval except as required to satisfy Rule 16b-3 under  the
Securities  Exchange Act  of 1934  (or any  successor rule)  or other regulatory
requirements.
 
    SECTION 16.  CHANGE OF CONTROL.
 
    16.1 In the event of a Change of Control, unless otherwise determined by the
Committee at the time of  grant or by amendment  (with the holder's consent)  of
such grant:
 
    (a)  all outstanding  Stock Options  and all  outstanding Stock Appreciation
       Rights awarded under the Plan shall become fully exercisable and vested;
 
    (b) the restrictions and deferral limitations applicable to any  outstanding
       Restricted Stock and Deferred Stock awards under the Plan shall lapse and
       such shares and awards shall be deemed fully vested; and
 
    (c)  to the extent the cash payment of any award is based on the fair market
       value of Stock,  such fair market  value shall be  the Change of  Control
       Price.
 
    16.2 A "Change of Control" shall be deemed to occur on:
 
    (a) the date that any person or group deemed a person under Sections 3(a)(9)
       and  13(d)(3) of  the Securities  Exchange Act  of 1934,  (other than the
       Company and  its subsidiaries  as determined  immediately prior  to  that
       date,  an employee  benefit plan of  the Company or  its subsidiaries, or
       Rexel and its affiliates) in a transaction or series of transactions  has
       become  the  beneficial owner,  directly  or indirectly  (with beneficial
       ownership determined as provided  in Rule 13d-3,  or any successor  rule,
       under  such Act)  of 25%  or more  of the  outstanding securities  of the
       Company  ("Voting   Securities")   having  the   right   under   ordinary
       circumstances to vote at an election of the Board;
 
    (b)  the date on which  one-third or more of the  members of the Board shall
       consist of persons other  than Current Directors  (for these purposes,  a
       "Current Director" shall mean any
 
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    SECTION 16.  CHANGE OF CONTROL.  (CONTINUED)
       member  of the  Board as  of the  effective date  of the  Plan, any Rexel
       Nominee (as defined in the Investment Agreement, dated as of November 12,
       1992, among the Company, Rexel and International Technical  Distributors,
       Inc.,  as  amended from  time to  time)  and any  successor of  a Current
       Director whose nomination or election has been approved by a majority  of
       the Current Directors then on the Board); or
 
    (c)  the date of approval by the stockholders of the Company of an agreement
       providing for (A) the merger or consolidation of the Company with another
       corporation where the stockholders of  the Company, immediately prior  to
       the  merger  or consolidation,  would  not beneficially  own, immediately
       after the merger or consolidation, shares entitling such stockholders  to
       50%  or more  of all  votes (without consideration  of the  rights of any
       class of stock to elect directors by a separate class vote) to which  all
       stockholders  of the corporation issuing cash or securities in the merger
       or consolidation would be entitled in the election of directors or  where
       the   members  of  the   Board,  immediately  prior   to  the  merger  or
       consolidation, would not, immediately after the merger or  consolidation,
       constitute  a  majority  of the  Board  of Directors  of  the corporation
       issuing cash or securities in the merger or consolidation or (B) the sale
       or other  disposition of  all  or substantially  all  the assets  of  the
       Company.
 
    16.3 "Change of Control Price" means the highest price per share paid in any
transaction  reported on the New York Stock  Exchange Composite Tape, or paid or
offered in any transaction related to a Change of Control at any time during the
90-day period ending with the  Change of Control. Notwithstanding the  foregoing
sentence,  in  the case  of  Stock Appreciation  Rights  granted in  tandem with
Incentive Stock Options, the Change of Control Price shall be the highest  price
paid on the date on which the Stock Appreciation Right is exercised.
 
    SECTION 17.  GENERAL PROVISIONS.
 
    17.1  Each award under the Plan shall be subject to the requirement that, if
at any time the Committee shall determine that (i) the listing, registration  or
qualification  of  the  Stock subject  or  related thereto  upon  any securities
exchange or under any state or federal  law, or (ii) the consent or approval  of
any  government regulatory  body or  (iii) an agreement  by the  recipient of an
award with respect  to the disposition  of Stock is  necessary or desirable  (in
connection  with  any  requirement or  interpretation  of any  federal  or state
securities law, rule or  regulation) as a condition  of, or in connection  with,
the  granting  of such  award or  the  issuance, purchase  or delivery  of Stock
thereunder, such award shall not be granted  or exercised, in whole or in  part,
unless such listing, registration, qualification, consent, approval or agreement
shall  have been effected or  obtained free of any  conditions not acceptable to
the Committee.
 
    17.2 Nothing set forth  in this Plan shall  prevent the Board from  adopting
other  or additional compensation arrangements. Neither the adoption of the Plan
nor any award hereunder shall confer upon  any employee of the Company, or of  a
Related  Company, any right  to continued employment, and  no award shall confer
upon any Outside Director any right to continued service as a director.
 
    17.3 Determinations by the  Committee under the Plan  relating to the  form,
amount,  and terms and conditions of awards need not be uniform, and may be made
selectively among persons who  receive or are eligible  to receive awards  under
the Plan, whether or not such persons are similarly situated.
 
    17.4 No member of the Board or the Committee, nor any officer or employee of
the  Company acting on behalf of the Board or the Committee, shall be personally
liable for  any  action, determination  or  interpretation taken  or  made  with
respect  to the  Plan, and  all members of  the Board  or the  Committee and all
officers or employees of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified  and protected by the Company in  respect
of any such action, determination or interpretation.
 
                                       56
<PAGE>
    SECTION 18.  EFFECTIVE DATE OF PLAN.
 
    The Plan shall be effective on November 15, 1988, subject to approval by the
Company's  stockholders.  The  amendment  increasing  the  number  of  shares to
2,266,667 shall be effective May 13, 1994, and this amendment and restatement of
the Plan shall be effective on March 16, 1995, in each case subject to  approval
by the Company's stockholders.
 
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