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DISCLOSURES AND NOTICES§24.558 December 199624-243C EXHIBIT A LOEWENSTEIN FURNITURE GROUP, INC. 1993 STOCK OPTION PLAN 1. Purpose. The purpose of this Plan is to advance the interests of Loewenstein Furniture Group, Inc., a Florida corporation (the “Company”), and its Subsidiaries by providing an additional incentive to attract and retain qualified and competent persons who provide management services and upon whose efforts and judgment the success of the Company and it s Subsidiaries is largely dependent, through the encouragement of stock ownership in the Company by such persons. 2. Definitions. As used herein, the following terms shall have the meaning indicated: (a) “Board” shall mean the Board of Directors of the Company. (b) “Committee” shall mean the committee appointed by the Board pursuant to Section 13(a) hereof, or, if such committee is not appointed, the Board. (c) “Common Stock” shall mean the Company’s Common Stock, par value $.01 per share. (d) “Director” shall mean a member of the Board. (e) “Disinterested Person” shall mean a Director who is not, during the one year prior to his or her service as an administrator of this Plan, or during such service, granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any of it s affiliates, except that: (i) participation in a formula plan meeting the conditions in paragraph (c)(2)(ii) of Rule 16b-3 promulgated under the Securities Exchange Act shall not disqualify a Director from being a Disinterested Person; (ii) participation in an ongoing securities acquisition plan meeting the conditions in paragraph (d)(2)(i) of Rule 16b-3 promulgated under the Securities Exchange Act shall not disqualify a Director from being a Disinterested Person; and (iii) an election to receive an annual retainer fee in either cash or an equivalent amount of securities, or partly in cash and partly in securities, shall not disqualify a Director from being a Disinterested Person. (f) “Fair Market Value” of a Share on any date of reference shall mean the “Closing Price” (as defined below) of the Common Stock on the business day immediate ly preceding much date, unless the Committee in its sole discretion shall determi ne otherwise in a fair and uniform manner. For the purpose of determining Fair Market Value, the “Closing Price” §24.558PROXY STATEMENTS: STRATEGY & FORMS 24-243D © 1996 Jefren Publishing Company, Inc. of the Common Stock on any business day shall be (i) if the Common Stock is listed or a dmitted for trading on any United States national securities exchange, or if actual transactions are otherwise reported on a consolidated transaction reporting system, the last reported male price of Common Stock on such exchange or reporting system, as reported in any newspaper of general circulation, (ii) if the Common Stock is quoted on the National Association of Securi ties Dealers Automated Quotations System (“Nasdaq”), or any similar system of automated disseminati on of quotations of securities prices in common use, the mean between the closing DISCLOSURES AND NOTICES§24.558 December 199624-243E high bid and low asked quotations for such day of Common Stock on such system, or (iii) if neither clause (i) or (ii) is applicable, the mean between the high bid and low asked quotations for the Common Stock as reported by the National Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for Common Stock on at least five of the ten preceding days. (g) “Incentive Stock Option” shall mean an incentive stock option as defined in Section 422 of the Internal Revenue Code. (h) “Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. (i) “Non-Qualified Stock Option” shall mean an Option which is not an Incentive Stock Option. (j) “Officer” shall mean the Company’s Chairman of the Board, President, Chief Executive Officer, principal financial officer, principal accounting officer, any vice- president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Officers of Subsidiaries shall be deemed Officers of the Company if they perform such policy-making functions for the Company. As used in this paragraph, the phrase “policy-making function” does not include policy-making functions that are not significant. If pursuant to Item 401(b) of Regulation S-K (17 C.F.R. § 229.401(b)) the Company identifies a person as an “executive officer, ” the person so identified shall be deemed an “Officer” even though such person may not otherwise be an “Officer” pursuant to the foregoing provisions of this paragraph. (k) “Option” (when capitalized) shall mean any option granted under this Plan. (1) “Optionee” shall mean a person to whom a stock option is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death of such person. (m) “Plan” shall mean this Stock option Plan for the Company. (n) “Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (o) “Share” shall mean a share of Common Stock. (p) “Subsidiary” shall mean any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of the granting of the option, each of the corporations other than the last corporation in the unbroken chain owns stoc k possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 3. Shares Available for Option Grants. The Committee may grant to Optionees from time to time Options to purchase an aggregate of up to Four Hundred Thirty-Eight Thousand Ten (438,010) Shares from the Company’s authorized and unissued Shares. If any Option granted under the Plan shall terminate, expire, or be canceled or surrendered as to any Shares, new Options may thereafter be granted covering such Shares. §24.558PROXY STATEMENTS: STRATEGY & FORMS 24-243F © 1996 Jefren Publishing Company, Inc. 4. Incentive and Non-Qualified Options. (a) An Option granted hereunder shall be either an Incentive Stock Option or a Non-Qualified Stock Option as determined by the Committee at the time of gra nt of such Option and shall clearly state whether it is an Incentive Stock Option or Non-Qualifi ed Stock option. All Incentive Stock options shall be granted within 10 years from the effective da te of this Plan. DISCLOSURES AND NOTICES§24.558 December 199624-243G (b) Options otherwise qualifying as Incentive Stock Options hereunder will not be treated as Incentive Stock Options to the extent that the aggregate fai r market value (determined at the time the Option is granted) of the Shares, with respect to which opt ions meeting the requirements of Internal Revenue Code Section 422(b) are exercisable for t he first time by any individual during any calendar year (under all plans of the Company and its parent and subsidiary corporations), exceeds $100,000. 5. Conditions for Grant of options. (a) Each Option shall be evidenced by an option agreement that may contain any term deemed necessary or desirable by the Committee, provided such terms are not inconsistent with this Plan or any applicable law. Optionees shall be those persons selec ted by the Committee from the class of all regular employees of the Company or its Subsidi aries, including Directors and Officers who are regular employees, as well as each other Direct or who is affiliated with Trivest, Inc. Any person who files with the Committee, in a form satisfactory to the Committee, a written waiver of eligibility to receive any Option under this Plan shall not be eligible to receive any Option under this Plan for the duration of such waiver. (b) In granting options, the Committee shall take into consideration the contribution the person has made to the success of the Company or its Subsidiaries and such other factors as the Committee shall determine. The Committee shall a lso have the authority to consult with and receive recommendations from officers and other personnel of the Company and its Subsidiaries with regard to these matters. The Committee may from time to time in granting Options under the Plan prescribe such other terms and conditions concerning such options as it deems appropriate, including, without limitation, (i) prescribing the da te or dates on which the Option becomes exercisable, (ii) providing that the Option rights accrue or become exercisable in installments over a period of years, or upon the attainment of stat ed goals or both, or (iii) relating an Option to the continued employment of the Optionee for a speci fied period of time, provided that such terms and conditions are not more favorable to an Optionee tha n those expressly permitted herein. (c) The Options granted to employees under this Plan shall be in addition to regular salaries, pension, life insurance or other benefits related to their employment with the Company or its Subsidiaries. Neither the Plan nor any Option granted under the Plan shall confer upon any person any right to employment or continuance of employment by the Company or its Subsidiaries. (d) Notwithstanding any other provision of this Plan, an Incentive Stock Option shall not be granted to any person owning directly or indirectly (through attribution under Section 424(d) of the Internal Revenue Code) at the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or of its pare nt or subsidiary [as defined in Section 424 of the Internal Revenue Code] at the date of gra nt) unless the option price of such option is at least 110% of the Fair Market Value of the Sha res subject to such Option on the date the option is granted, and such option by its terms is not exercisable after the expiration of five years from the date such Option is granted. 6. Option Price. The option price per Share of any Option shall be any price determined by the Committee but shall not be less than the par value per Share; provided, however, that in no event shall the option price per Share of any Incentive Stock option be less than the Fair Market Value of the Shares underlying such Option on the date such option is granted. 7. Exercise of Options. An Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the te rms of the Option, (ii) full payment of the aggregate option price of the Shares as to which the Opti on is §24.558PROXY STATEMENTS: STRATEGY & FORMS 24-243H © 1996 Jefren Publishing Company, Inc. exercised has been made, and (iii) arrangements that are satisfactory to the Com mittee in its sole discretion have been made for the Optionee’s payment to the Company of the amount tha t is necessary for the Company or Subsidiary employing the Optionee to withhold in accordance with applicable Federal or state tax withholding requirements. Unless further limited by the Committee in any Option, the option price of any Shares purchased shall be paid in ca sh, by certified or official bank check, by money order, with Shares or by DISCLOSURES AND NOTICES§24.558 December 1996 24-243I a combination of the above; provided further, however, that the Committee in its sole discretion may accept a personal check in full or partial payment of any Shares. If the exercise price is paid in whole or in part with Shares, the value of the Shares surrendered shall be their Fair Marke t Value on the date the Option is exercised. The Company in its sole discretion may, on an individual basis or pursuant to a general program established in connection with this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or otherwise resist an Optionee to obtain the cash necessary to exercise all or a portion of an Option granted hereunder or to pay any tax liability of the Optionee attributable to such exercise. If the exercise price i s paid in whole or part with Optionee’s promissory note, such note shall (i) provide for full recourse to the maker, (ii) be collateralized by the pledge of the Shares that the Optionee purchases upon exercise of such Option, (iii) bear interest at the prime rate of the Company’s principal lender, and (iv) contain such other terms as the Board in its sole discretion shall reasonably require. No Optione e shall be deemed to be a holder of any Shares subject to an Option unless and until a stock cert ificate or certificates for such Shares are issued to such person(s) under the terms of this Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof. 8. Exercisability of Options. Any Option shall become exercisable in such amounts, at such intervals and upon such terms as the Committee shall provide in such Option, exc ept as otherwise provided in this Section 8. (a) The expiration date of an Option shall be determined by the Committee at the time of grant, but in no event shall an Option be exercisable after the expi ration of 10 years from the date of grant of the Option. (b) Unless otherwise provided in any Option, each outstanding Option shall become immediately fully exercisable: (i) if there occurs any transaction (which shall include a series of transactions occurring within 60 days or occurring pursuant to a plan), that has the result that shareholders of the Company immediately before such transaction cease to own at le ast 51 percent of the voting stock of the Company or of any entity that results from the partic ipation of the Company in a reorganization, consolidation, merger, liquidation or any other form of corporate transaction; (ii) if the shareholders of the Company shall approve a plan of merger, consolidation, reorganization, liquidation or dissolution in which the Company does not survive (unless the approved merger, consolidation, reorganization, liquidation or dissolution is subsequently abandoned); or (iii) if the shareholders of the Company shall approve a plan for the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company (unless such plan is subsequently abandoned). (c) The Committee may in its sole discretion accelerate the date on whi ch any Option may be exercised and may accelerate the vesting of any Shares subject to any Option or previously acquired by the exercise of any Option. 9. Termination of Option Period. (a) The unexercised portion of any Option shall automatically and without notice terminate and become null and void at the time of the earliest to occur of the following: §24.558PROXY STATEMENTS: STRATEGY & FORMS 24-243J © 1996 Jefren Publishing Company, Inc. (i) three months after the date on which the Optionee’s employment is terminated or, in the case of a Non-Qualified Stock Option, and unless the Committe e shall otherwise determine in writing in its sole discretion, the date on which the Optionee ’s employment is terminated, in either case for any reason other than by reason of (A) C ause, which, solely for purposes of this Plan, shall mean the termination of the Optionee’s DISCLOSURES AND NOTICES§24.558 December 199624-243K employment by reason of the Optionee’s wilful misconduct or gross negligence, (B) a mental or physical disability as determined by a medical doctor satisfactory to the Committee, or (C) death; (ii) immediately upon the termination of the Optionee’s employment for Cause; (iii) twelve months after the date on which the Optionee’s employment is terminated by reason of a mental or physical disability (within the meaning of Internal Revenue Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee; (iv) (A) twelve months after the date of termination of the Optionee’s employment by reason of death of the employee, or (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specifie d in Subsection 9(a)(iii) hereof. (b) The Committee in its sole discretion may by giving written notice (“cancellation notice”) cancel, effective upon the date of the consummation of any corporate transaction described in Subsections 8(b)(ii) or (iii) hereof, any Option that remains unexerci sed on such date. Such cancellation notice shall be given a reasonable period of time pri or to the proposed date of such cancellation and may be given either before or after -approval of suc h corporate transaction. 10. Adjustment of Shares. (a) If at any time while the Plan is in effect or unexercised Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulti ng in a stock split-up, combination or exchange of Shares, then and in such event: (i) appropriate adjustment shall be made in the maximum number of Shares available for grant under the Plan, so that the same percentage of the Company’s issued and outstanding Shares shall continue to be subject to being so optioned; and (ii) appropriate adjustment shall be made in the number of Shams and the exercise price per Share thereof then subject to any outstanding Option, so tha t the same percentage of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price. (b) Unless otherwise provided in any Option, the Committee may change the terms of Options outstanding under this Plan, with respect to the option price or the numbe r of Shares subject to the Options, or both, when, in the Committee’s sole discretion, such adjustments become appropriate by reason of a corporate transaction described in Subsections 8(b)(ii) or (iii) hereof so as to preserve but not increase benefits under the Plan. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made to, the number of or exercise price for Shares then subject to outstanding Options grant ed under the Plan. (d) Without limiting the generality of the foregoing, the existence of outstanding Options granted under the Plan shall not affect in any manner the right or power of §24.558PROXY STATEMENTS: STRATEGY & FORMS 24-243L © 1996 Jefren Publishing Company, Inc. the Company to make, authorize or consummate (i) any or all adjustments, recapital izations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to outstanding Options; (iv) the dissolution DISCLOSURES AND NOTICES§24.558 December 199624-243M or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. 11. Transferability of Options and Shares. (a) No Option shall be subject to alienation, assignment, pledge, charge or other transfer other than by the Optionee by will or the laws of descent and distribution, and any attempt to make any such prohibited transfer shall be void. Each Option shall be e xercisable during the Optionee’s lifetime only by the Optionee. (b) Any Shares acquired by an Officer or Director pursuant to the exercise of an Option may not be sold, assigned, pledged or otherwise transferred prior to the expiration of the six-month period following the date on which the Option was granted. 12. Issuance of Shares. (a) Notwithstanding any other provision of this Plan, the Company shall not be obligated to issue any Shares unless it is advised by counsel of its selection that it may do so without violation of the applicable Federal and State laws pertaining to the i ssuance of securities, and may require any stock so issued to bear a legend, may give its transfer agent inst ructions, and may take such other steps, as in its judgment are reasonably required to prevent a ny such violation. (b) As a condition to any sale or issuance of Shares upon exercise of any Option, the Committee may require such agreements or undertakings as the Committee may deem necessary or advisable to facilitate compliance with any applicable law or regulation including, but not limited to, the following: (i) a representation and warranty by the Optionee to the Company, at the time any Option is exercised, that he is acquiring the Shares to be issued t o him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and (ii) a representation, warranty and/or agreement to be bound by any legends endorsed upon the certificate(s) for such Shares that are, in the opinion of the Committee, necessary or appropriate to facilitate compliance with the provisions of any securities laws deemed by the Committee to be applicable to the issuance and transfer of such Shares. 13. Administration of the Plan. (a) Subsequent to the registration of the Common Stock pursuant to the Securities Exchange Act, the Plan shall be administered by a committee appoint ed by the Board (the “Committee”) which shall be composed of two or more Directors all of whom shal l be Disinterested Persons. The membership of the Committee shall be constituted so as to comply at all times with the applicable requirements of Rule 16b-3 promulgated under the Sec urities Exchange Act. The Committee shall serve at the pleasure of the Board and shall have the powers designated herein and such other powers as the Board may from time to time confer upon it. (b) The Committee, from time to time, may adopt rules and regulations for carrying out the purposes of the Plan. The Committee’s determinations and its int erpretation and construction of any provision of the Plan or any Option shall be final and conclusive. §24.558PROXY STATEMENTS: STRATEGY & FORMS 24-243N © 1996 Jefren Publishing Company, Inc. (c) Any and all decisions or determinations of the Committee shall be made either (i) by a majority vote of the members of the Committee at a meet ing or (ii) without a meeting by the unanimous written approval of the members of the Committee. Lowenstein Furniture Group, Inc. 4/18/94 [THE NEXT PAGE IS 24-244A]