and the Convertible Notes shall convert into shares of common stock upon completion of a rights offering.See "Recapitalization Plan" below for a detailed discussion of the terms of the Preferred Stock and the Convertible Notes.The TCW Group, Inc.
also is the parent corporation of Trust Company of the West, which is the trustee of four trusts that hold shares of common stock (the "TCW Trusts").The TCW Trusts
in the aggregate hold 1,013,466 shares of common stock and have the right to receive 4,579,636 shares of common stock upon conversion of the Preferred Stock and 2,305,998 shares of common stock upon conversion of their Convertible Notes.The share numbers regarding the conversion of the Preferred Stock and the Convertible Notes do not include the right to receive additional shares of common stock pursuant to the conversion of accrued but unpaid interest due under the Preferred Stock and the Convertible Notes.The following TCW Limited
Partnerships and TCW Trusts
individually beneficially own more than 5% of the outstanding shares of common stock: Officers and DirectorsShares Issuable upon Conversion of the
Potential Realized Value at sumed Annual Rates of Stock
Price Appreciation for
Option Terms(2)(3) ---------------------------
5% ($) 10% ($)
.In general, the excess of the fair market value of the underlying shares of the restricted stock award over the amount paid for the restricted stock award will be taxed as ordinary income to the recipient in the first taxable year in which the underlying common shares are no longer subject to vesting or similar types of forfeiture restrictions.Alternatively, with respect to an individual who files a timely election under Section 83(b) of the Code, such excess will instead be taxed as ordinary income upon the effectiveness of the grant of such restricted stock award notwithstanding any vesting or similar types of forfeiture restrictions.The income realized by the recipient is generally treated as wages and will be subject to withholding taxes even though no cash is paid to the recipient by ACORN PRODUCTS INC.
THE COMPANY DEDUCTION.We are entitled to a tax deduction in connection with the exercise of a non-qualified stock option equal to the ordinary income recognized by the optionholder (conditioned upon proper reporting and tax withholding and subject to possible deduction limitations). HOLDING PERIODS.
.In general, the excess of the fair market value of the underlying shares of the restricted stock award over the amount paid for the restricted stock award will be taxed as ordinary income to the recipient in the first taxable year in which the underlying common shares are no longer subject to vesting or similar types of forfeiture restrictions.Alternatively, with respect to an individual who files a timely election under Section 83(b) of the Code, such excess will instead be taxed as ordinary income upon the effectiveness of the grant of such restricted stock award notwithstanding any vesting or similar types of forfeiture restrictions.The income realized by the recipient is generally treated as wages and will be subject to withholding taxes even though no cash is paid to the recipient by us. BROKER-ASSISTED EXERCISE.A participant may, in the sole discretion of our Compensation Committee
, exercise a stock option through a cashless exercise procedure using a broker (a "Cashless Exercise").Undertaking a Cashless Exercise in conjunction with the exercise of an Incentive Option results in a disposition of those shares before the end of the Holding Periods and causes the participant to recognize ordinary income for those Incentive Option shares that are sold to effect the Cashless Exercise.
acquired in violation of the Transfer Restrictions is referred to as "Excess Stock." Excess Stock automatically would be transferred to a trustee for the benefit of a charitable beneficiary designated by us, effective as of the close of business on the business day prior to the date of the violative transfer.Any dividends or other distributions paid prior to discovery by us that the stock has been transferred to the trustee are treated as held by the purported transferee as agent for the trustee and must be paid to the trustee upon demand, and any dividends or other distributions declared but unpaid after such time shall be paid to the trustee.Votes cast by a purported transferee with respect to Excess Stock prior to the discovery by us that the Excess Stock was transferred to the trustee will be rescinded as void and recast in accordance with the desire of the trustee acting for the benefit of the charitable beneficiary.The trustee shall have all rights of ownership of the Excess Stock.As soon as practicable following the receipt of notice from us that Excess Stock was transferred to the trustee, the trustee is required to sell such Excess Stock in an arms-length transaction that would not constitute a violation under the Transfer Restrictions.The net proceeds of the sale, after deduction of all costs incurred by us, the Transfer Agent and the trustee, will be distributed first to the violating stockholder in an amount equal to the lesser of such proceeds or the cost incurred by the stockholder to acquire such Excess Stock, and the balance of the proceeds, if any, will be distributed to the charitable beneficiary together with any other distributions with respect to such Excess Stock received by the trustee.If the Excess Stock is sold by the purported transferee, such person will be treated as having sold the Excess Stock as an agent for the trustee, and shall be required to remit all proceeds to the trustee (less, in certain cases, an amount equal to the amount such person otherwise would have been entitled to retain had the trustee sold such shares).
PROPOSAL TO GRANT STOCK
OPTIONS AND RESTRICTED STOCK TO OUR EXECUTIVE OFFICERS AND NON-EMPLOYEE DIRECTORS GRANT OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS Upon completion of the Rights Offering (as described below), our Board of Directors has approved (as part of the Recapitalization Plan), subject to stockholder approval, the issuance of options to purchase 20,000 shares (post-split, as described below) of our common stock to each of our non-employee directors under our Director Option Plan.The exercise price for each option will be based upon the fair market value of our common stock on the date of grant.The options will vest as follows: one-half of the options granted to each non-employee director will vest on June 30, 2003 with the remaining portion of the option to vest on June 30, 2004.Vesting may be accelerated under certain circumstances including a change of control. RESTRICTED STOCK AWARDS
The Shares that may be subject to Options granted under the Plan, and Restricted Stock
sold or granted under the Plan, may be authorized and unissued Shares or Shares reacquired by ACORN PRODUCTS INC
and held as treasury stock. Shares that are subject to the unexercised portions of any Options that expire, terminate or are canceled, and Shares that are not required to satisfy the exercise of any Stock Appreciation Rights that expire, terminate or are canceled, and Shares of Restricted Stock that are reacquired by ACORN PRODUCTS INC
pursuant to the restrictions thereon, may again become available for the grant of Options or Stock Appreciation Rights and the sale or grant of Restricted Stock under the Plan.If a Stock Appreciation Right is exercised, any Option or portion thereof that is surrendered in connection with such exercise shall terminate and the Shares theretofore subject to the Option or portion thereof shall not be available for further use under the Plan. 3. ADMINISTRATION OF THE PLAN.The Plan shall be administered by the Management Development and Compensation Committee (the "Committee") consisting of not less than two members appointed by the Board of Directors (the "Board") of ACORN PRODUCTS INC.
If no persons are designated by the Board to serve on the Committee, the Plan shall be administered by the Board and all references herein to the Committee shall refer to the Board.From time to time, the Board shall have the discretion to add, remove or replace members of the Committee and shall have the sole authority to fill vacancies on the Committee.
The Committee shall have the sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, the rules and regulations, and the agreements and other instruments evidencing Options and Stock
Appreciation Rights granted and Restricted Stock sold or granted under the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan.All decisions, determinations, and interpretations of the Committee shall be final and conclusive upon the Eligible Directors, as hereinafter defined.Notwithstanding the foregoing, any dispute arising under any Agreement (as defined below) shall be resolved pursuant to the dispute resolution mechanism (if any) set forth in such Agreement. Subject to the express provisions of the Plan, the Committee shall determine the number of Shares subject to grants or sales and the terms thereof, including the provisions relating to the exercisability of Options and Stock
A-1 Appreciation Rights, lapse and non-lapse restrictions upon the Shares obtained or obtainable under the Plan and the termination and/or forfeiture of Options and Stock
Appreciation Rights and Restricted Stock under the Plan.The terms upon which Options and Stock
Appreciation Rights are granted and Restricted Stock
is sold or granted shall b