EXHIBIT 10.2
ACORN HOLDING CORP.
2001 DIRECTORS STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings hereinafter
set forth unless the context clearly indicates to the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Company" shall mean Acorn Holding Corp.
(c) "Date of Grant" shall mean, with respect to any Eligible Director:
(a) the date such Eligible Director is initially elected to the Board of
Directors, and (B) for each respective fiscal year of the Company thereafter,
the date on which the stockholders of the Company shall elect directors at an
annual meeting of stockholders or any adjournment thereof.
(d) "Effective Date" shall mean June 4, 2001, the date of adoption by
the Board.
(e) "Eligible Director" shall mean any Director of the Company who is
eligible to serve on the Audit Committee and does not receive any compensation
from the Company other than fees to which directors are entitled for their
service on the Board of Directors.
(f) Fair Market Value," unless otherwise required by any applicable
provision of the Code or any regulations issued thereunder, means, as of any
given date: (i) if the Common Stock (as hereinafter defined) is listed on a
national securities exchange or quoted on the NASDAQ SmallCap Market System, the
closing price of the Common Stock on the last preceding day on which the Common
Stock was traded, as reported on the composite tape or by NASDAQ/SCM System
Statistics, as the case may be; (ii) if the Common Stock is not listed on a
national securities exchange or quoted on the NASDAQ SmallCap Market System, but
is traded in the over-the-counter market, the average of the bid and asked
prices for the Common Stock on the last preceding day for which such quotations
are reported by NASDAQ; and (iii) if the fair market value of the Common Stock
cannot be determined pursuant to clause (i) or (ii) hereof, such price as the
Board shall determine. The determination of the Board shall be conclusive as to
the Fair Market Value of the Stock.
(g) "Option" shall mean an Eligible Director's stock option to purchase
Stock granted pursuant to the provisions of Article V hereof.
(h) "Optionee" shall mean an Eligible Director to whom an Option has
been granted hereunder.
(i) "Option Price" shall mean the price at which an Optionee may
purchase a share of Stock under a Stock Option Agreement.
(j) "Qualified Domestic Relations Order" shall have the meaning assigned
to such term under the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.
(k) Sale shall mean any single transaction or series of related
transactions, upon the consummation of the following events: (i) a definitive
agreement for the merger or other business combination of the Company with or
into another corporation pursuant to which the stockholders of the Company do
not own, immediately after the transaction, more than 50% of the voting power of
the corporation that survives and is a publicly owned corporation and not a
subsidiary of another corporation, or (b) a definitive agreement for the sale,
exchange, or other disposition of all or substantially all of the assets of the
Company (other than to any wholly-owned subsidiary of the Company); provided,
that a Sale shall not be deemed to have occurred if there shall be an
affirmative vote of a majority of the Board to suspend the provisions of Section
4.3 of the Plan with respect to any such event.
(l) "Stock" shall mean the common stock, par value $.01 per share, of
the Company or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for different stock or securities of the Company or
some other corporation, such other stock or securities.
(m) "Stock Option Agreement" shall mean an agreement between the Company
and the Optionee under which the Optionee may purchase Stock in accordance with
the Plan.
ARTICLE II
THE PLAN
2.1 NAME. This Plan shall be known as the "Acorn Holding Corp.
2001 Directors Stock Option Plan."
2.2 PURPOSE. The purpose of the Plan is to advance the interests of
the Company and its stockholders by affording Eligible Directors of the Company
an opportunity to acquire, maintain and increase their ownership interests in
the Company, and thereby to encourage their continued service as directors and
to provide them additional incentives to achieve the growth objectives of the
Company.
2.3 EFFECTIVE DATE. The Effective Date of the Plan is June 4, 2001.
Any Options granted under the Plan shall only become effective if the
stockholders of the Company shall have, on or before June 3, 2002, approved and
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adopted the Plan. If the Plan shall not be so approved and adopted, all Options
granted hereunder shall be of no effect.
2.4 TERMINATION DATE. The Plan shall terminate and no further
Options shall be granted hereunder upon the tenth anniversary of the
Effective Date.
ARTICLE III
PARTICIPANTS
Each Eligible Director shall participate in the Plan, provided that
he is or was elected as a member of the Board at an annual meeting of
stockholders, or any adjournment thereof, or was elected by Eligible Directors
who were elected as members of the Board at an annual meeting of stockholders to
fill a vacancy on the Board.
ARTICLE IV
SHARES OF STOCK SUBJECT TO PLAN
4.1 LIMITATIONS. Subject to any antidilution adjustment pursuant to
the provisions of Section 4.2 hereof, the maximum number of shares of Stock
which may be issued and sold hereunder shall not exceed 25,000 shares of Stock.
Shares of Stock subject to an Option may be either authorized and unissued
shares or shares issued and later acquired by the Company; provided, however,
that the shares of Stock with respect to which an Option has been exercised
shall not again be available for the grant of an Option hereunder. If any
outstanding Options granted hereunder shall terminate or expire for any reason
without being wholly exercised prior to the end of the period during which
Options may be granted hereunder, new Options may be granted hereunder covering
such unexercised shares.
4.2 ANTI-DILUTION. In the event that the outstanding shares of
Stock are changed into or exchanged for a different number or kind of shares or
other securities of the Company or of another corporation by reason of merger,
consolidation, reorganization, recapitalization, reclassification, combination
of shares, stock split, reverse stock split or stock dividend:
(a) The rights under outstanding Options granted hereunder, both as
to the number of subject shares and the Option Price, shall be adjusted
appropriately; and
(b) Where dissolution or liquidation of the Company or any merger
or combination in which the Company is not a surviving corporation is
involved, each outstanding Option granted hereunder shall terminate, but
the Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Option, in whole or in
part, to the extent that it shall not have been exercised, without regard
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to the date on which such Option would otherwise have become exercisable
pursuant to Sections 5.4 hereof.
The foregoing adjustments and the manner of application thereof
shall be determined solely by the Board, and any such adjustment may provide for
the elimination of fractional share interests. The adjustments required under
this Article shall apply to any successor or successors of the Company and shall
be made regardless of the number or type of successive events requiring
adjustments hereunder.
4.3 SALE OF COMPANY. Each Stock Option Agreement shall provide
that, upon a Sale, the Board may elect either (a) to continue the outstanding
Options without any payment or (b) to cause to be paid to the Optionee upon
consummation of the Sale, a payment equal to the excess, if any, of the sale
consideration receivable by the holders of shares of Common Stock in such a Sale
(the "Sale Considerationo) over the purchase price for his Option for each share
of Common Stock the Optionee shall then be entitled to acquire under the Plan.
If the Board elects to continue the Option, then the Company shall cause
effective provisions to be made so that the Optionee shall have the right, by
exercising the Option prior to the respective Expiration Dates, to purchase the
kind and amount of shares of stock and other securities and property receivable
upon such a Sale by a holder of the number of shares of Common Stock which might
have been purchased upon exercise of the Option immediately prior to the Sale.
The value of the Sale Consideration receivable by the holder of a share of
Common Stock, if it shall be other than cash, shall be determined, in good
faith, by the Board. Upon payment to the Optionee of the Sale Consideration, the
Optionee shall have no further rights in connection with the Option granted, the
Option shall be terminated and surrendered for cancellation and the Option shall
be null and void.
ARTICLE V
OPTIONS
5.1 OPTION GRANT, NUMBER OF SHARES AND AGREEMENT.
(a) Annual Grant of Options. Subject to the provisions hereof, each
Eligible Director shall be automatically granted an Option to purchase One
Thousand (1,000) shares of Stock on (i) the Date of Grant and (ii) each
subsequent Date of Grant. Notwithstanding anything herein to the contrary,
no Eligible Director shall be entitled to receive more than one grant in
any calendar year.
(b) Agreement. Each Option so granted shall be evidenced by a
written Stock Option Agreement, dated as of the Date of Grant and executed
by the Company and the Optionee, stating the Option's duration, time of
exercise, and exercise price. The terms and conditions of the Option shall
be consistent with the Plan.
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5.2 OPTION PRICE. The Option Price of the Stock subject to each
Option shall be the Fair Market Value of the Stock on its Date of Grant.
5.3 OPTION EXPIRATION. Each Option shall expire on the tenth
anniversary of such Option's Date of Grant (the "Expiration Date").
5.4 OPTION EXERCISE.
(b) Any Option granted under the Plan may not be exercised, in whole
or in part, until the first anniversary of the Date of Grant, subject to
any additional conditions imposed by the Board and set forth in a Stock
Option Agreement. If an Eligible Director shall be removed "for cause" as
a member of the Board of Directors on or prior to the first anniversary of
the Date of Grant of any Option, such Option shall terminate and be
forfeited. Subject to the provisions of this Section 5.4(a), an Option
shall remain exercisable at all times until the Expiration Date,
regardless of whether the Optionee thereafter continues to serve as a
member of the Board. Notwithstanding the foregoing, an Additional Grant
shall automatically terminate and be forfeited in the event that the
Eligible Director holding such Additional Grant shall fail to continue to
own the number of shares of Common Stock which were equal to the number of
shares which were a condition of such Additional Grant. Any such
termination and forfeiture shall be done on a pro rata basis to the number
of shares sold or disposed of.
(c) An Option may be exercised at any time or from time to time
during the term of the Option as to any or all full shares which have
become exercisable in accordance with this Section, but not as to less
than one hundred shares of Stock unless the remaining shares of Stock that
are so exercisable are less than one hundred shares of Stock. The Option
Price is to be paid in full in cash upon the exercise of the Option. The
holder of an Option shall not have any of the rights of a stockholder with
respect to the shares of Stock subject to the Option until such shares of
Stock have been issued or transferred to him upon the exercise of his
Option.
(d) An Option shall be exercised by written notice of exercise of
the Option, with respect to a specified number of shares of Stock,
delivered to the Company at its principal office, and by cash payment to
the Company at said office of the full amount of the Option Price for such
number of shares. In addition to, and prior to the issuance of a
certificate for shares pursuant to any Option exercise, the Optionee shall
pay to the Company in cash the full amount of any Federal, state or local
income or employment taxes required to be withheld by the Company as a
result of such exercise.
(e) At the discretion of the Board, the Stock Option Agreement may
provide that an Option granted under the Plan may be exercised with
respect to a specified number of shares of Stock by written notice of
exercise to the Company stating that (i) the option price for the shares
and any withholding tax due thereon will be paid to the Company directly
by a broker-dealer designated by the Eligible Director and irrevocable
instructions to such effect have been furnished by the Eligible Director
to such broker-dealer, and (ii) an advice from the broker-dealer
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confirming payment to the Company will be promptly delivered to the
Company. The exercise of any such option shall be irrevocable at the time
of notice to the Company; provided, however, that the Company shall not be
required to deliver certificates for shares of Stock with respect to the
exercise of the option until the Company has confirmed the receipt of good
and sufficient funds in payment of the purchase price thereof.
5.5 NONTRANSFERABILITY OF OPTION. Unless otherwise provided in the
relevant Stock Option Agreement, options may not be transferred by an Optionee
otherwise than by will or the laws of descent and distribution, or by a
Qualified Domestic Relations Order. Unless otherwise provided in the relevant
Stock Option Agreement, during the lifetime of an Optionee, his Option may be
exercised only by him (or by his guardian or legal representative, should one be
appointed) or by his spouse to whom the Option has been transferred pursuant to
a Qualified Domestic Relations Order. In the event of the death of an Optionee,
any Option held by him may be exercised by his legatee(s) or other
distributee(s) or by his personal representative(s).
ARTICLE VI
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any
certificate for shares of Stock purchased upon the exercise of any Option
granted hereunder or any portion thereof unless, in the opinion of counsel to
the Company, there has been compliance with all applicable legal requirements.
An Option granted under the Plan will provide that the Company's obligation to
deliver shares of Stock upon the exercise thereof may be conditioned upon the
receipt by the Company of a representation as to the investment intention of the
holder thereof in such form as the Company shall determine to be necessary or
advisable solely to comply with the provisions of the Securities Act of 1933, as
amended, or any other Federal, state or local securities laws. All certificates
for shares of Stock delivered under the Plan shall be subject to such stop
transfer orders and other restrictions as the Company may deem advisable under
the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed, any Federal,
state or local securities laws and applicable corporate law, and the Company may
cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time terminate the Plan, and may at any time
and from time to time and, in any respect amend or modify the Plan. The Board
may amend the terms of any award theretofore granted under the Plan; provided,
however, that subject to Section 4.1 hereof, no such amendment may be made by
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the Board which in any material respect impairs the rights of the participant
without the participant's consent.
ARTICLE VIII
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall neither affect any other stock
option, incentive or other compensation plans in effect for the Company or any
of its subsidiaries, nor shall the adoption of the Plan preclude the Company
from establishing any other forms of incentive or other compensation plan for
directors of the Company.
ARTICLE IX
MISCELLANEOUS
9.1 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon
the successors and assigns of the Company.
9.2 SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include
the feminine gender.
9.3 HEADINGS, ETC., NOT PART OF PLAN. Headings of articles and
Sections hereof are inserted for convenience and reference, and do not
constitute a part of the Plan.
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