COMPENSATION AGREEMENT
This Compensation Agreement (this "Agreement") is entered into by and
between Acorn Products, Inc., a Delaware corporation (the "Company") and W.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Chairman") as of the 28th day of October, 1999.
WHEREAS, on this 28th day of October, 1999, the Chairman was elected
Chairman of the Board of Directors of the Company (the "Board of Directors") in
accordance with the procedures set forth in the Company's Bylaws (the "Bylaws");
and
WHEREAS, the Company and the Chairman have agreed that in addition to
the compensation that will otherwise be provided to the Chairman as a member of
the Board of Directors in accordance with the Company's policies of Director
compensation, the Chairman shall be entitled to supplemental compensation in
recognition of his efforts on behalf of the Company as Chairman of the Board of
Directors;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby confirmed, the Company and the Chairman
hereby agree as follows:
1. CONFIRMATION OF POSITION.
The Company hereby confirms that the Chairman has been
elected to serve as Chairman of the Board of Directors, effective as of
October 28, 1999, pursuant to an election by the Board of Directors in
accordance with the Bylaws.
2. COMPENSATION.
In addition to (i) any compensation generally provided to
Directors of the Company and (ii) a one-time grant of options to purchase up
to 100,000 shares of Common Stock of the Company made to the Chairman
pursuant to an option agreement dated as of the 28th day of October, 1999, by
and between the Chairman and the Company, the Chairman shall be entitled,
during his term as Chairman of the Board of Directors (the "Term"), to
compensation in the amount of Forty Thousand Dollars ($40,000) per annum,
payable semiannually in arrears on each May 1 and November 1 during the Term
(each, a "Payment Date"), commencing May 1, 2000. If the Term ends on a day
other than May 1 or November 1, the Chairman shall, on the date of such
termination, be entitled to receive a pro-rata portion of such amount for the
period commencing on the immediately preceding Payment Date and ending on the
date of termination.
3. NO EMPLOYMENT.
Nothing contained herein shall confer upon the Chairman any
right to continued employment by the Company as Chairman of the Board of
Directors or to continue to hold his position as a Director of the Company.
The rights set forth in the Bylaws authorizing the stockholders of the
Company and the Board of Directors to remove the Chairman from his position
as Chairman of the Board of Directors, and as a Director of the Company,
shall not be limited or otherwise affected by the terms of this Agreement.
4. MISCELLANEOUS.
a. GOVERNING LAW. All terms of, and rights under, this
Agreement shall be governed by and construed in accordance with the internal
law of the State of New York, without giving effect to principles of
conflicts of law.
b. NOTICES. Any notices, requests, demands or other
communications pursuant to this Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered, telexed or telecopied
to, or, if mailed, when received by, the other party at the following
addresses (or at such other address as shall be given in writing by either
party to the other):
If to the Company to:
Acorn Products, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Secretary
If to the Chairman to:
c. AMENDMENT. This Agreement may be amended, and any
provision hereof may be waived, only by a writing signed by both parties
hereto.
d. ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter
hereof and supersedes all prior oral and written and all contemporaneous oral
discussions, agreements and understandings of any kind or nature.
e. COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and date first above written.
ACORN PRODUCTS, INC.
By: /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
/s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇