SEL-LEB MARKETING, INC.
STOCK OPTION AGREEMENT
[For Employees]
Pursuant to the 1995 Stock Option Plan
Option granted in North Bergen, New Jersey on ___________________ (the
"Date of Grant") by Sel-Leb Marketing, Inc. (the "Corporation") to
__________________ ("Grantee", which term includes any person entitled to
exercise the Option):
1. THE OPTION. The Corporation grants to the Grantee, effective on
the Date of Grant, a stock option (the "Option") to purchase, on the terms
and conditions herein set forth, up to ______ of the Corporation's fully
paid, nonassessable shares of Common Stock, par value $.01 per share (the
"Shares"), at the purchase price for the Shares set forth in Paragraph 2
below. The Option is granted pursuant to the Corporation's 1995 Stock Option
Plan, adopted by the Board of Directors of the Corporation on May 17, 1995,
and adopted by the Stockholders of the Corporation on May 17, 1995 (the
"Plan"). The Option is subject in its entirety to all the applicable
provisions of the Plan which are incorporated herein by reference as if set
forth at length herein, and is a non-incentive option granted pursuant to
Section 7 of the Plan.
2. THE PURCHASE PRICE. The purchase price of the Shares shall be
$_______ per share (the "Option Price").
3. EXERCISE OF OPTION.
(a) Except as otherwise provided in the Plan, the Option is
exercisable over a period beginning on the Date of Grant and ending ten years
from the Date of Grant (the "Option Period") in accordance with the following
schedule:
PERCENT OF SHARES SUBJECT TO
DATE OPTION PURCHASABLE
---- ------------------
Commencing on the Date of Grant
until (but not including) the
first anniversary of the Date of
Grant. 25.00%
PERCENT OF SHARES SUBJECT TO
DATE OPTION PURCHASABLE
---- ------------------
Commencing on the first
anniversary of the Date of Grant
until (but not including) the
second anniversary of the Date
of Grant. 50.00%
Commencing on the second
anniversary of the Date of Grant
until (but not including) the
third anniversary of the Date of
Grant. 75.00%
Commencing on the third
anniversary of the Date of Grant
until (but not including) the
expiration of the Option. 100.00%
Subject to the terms hereof, the Option may be exercised from time to time
during the Option Period as to the total number of Shares allowable under this
Paragraph 3(a), or any lesser amount thereof.
(b) At such time as the Grantee desires to exercise the Option
granted hereby, in whole or in part, the Grantee's signature at the place
provided on the Exercise Form attached hereto will evidence the Grantee's
election to purchase Shares of Common Stock pursuant to the terms and subject
to the conditions and limitations contained in the Plan, in this Agreement
and in said Exercise Form. The Option shall be considered exercised (in full
or part, as the case may be) on the date such Exercise Form is mailed to the
Chief Financial Officer of the Corporation, postage prepaid, or delivered in
person to the Chief Financial Officer, together with payment of the Option
Price for the Shares to be purchased plus any withholding tax required under
any federal, state and local statutes.
(c) The Option Price shall be paid in full in United States dollars
at the time of purchase or with stock of the Corporation having fair market
value (as determined pursuant to Section 6(a) of the Plan) equal to the
Option Price. If the Option is exercised in accordance with the provisions
of the Plan and this Agreement, the Corporation shall deliver to such person
a certificate or certificates representing the number of Shares in respect to
which the Option is being exercised, which Shares shall be registered in his
or her name.
(d) If this Option shall extend to 100 or more Shares, then this
Option may not be exercised for less than 100 Shares at any one time, and if
this Option shall extend to less
-2-
than 100 Shares, then this Option must be exercised for all such Shares at one
time.
(e) In addition to the procedures set forth herein, if Regulation T
of the Securities Exchange Act of 1934, as amended, or such future laws or
regulations with respect to the same subject matter ("Regulation T") is
applicable to the exercise of the Option and so permits, the person entitled
to exercise the Option may direct the Corporation in the Exercise Form to
deliver all or any part of the number of Shares to which he is entitled upon
exercise of the Option directly to a broker specified in the Exercise Form.
In such event, the Corporation shall accept payment of the Option Price in
cash or by check from such broker on behalf of the person entitled to
exercise the Option and shall take all action necessary to effect the prompt
delivery of such Shares to such broker in accordance with the provisions of
Regulation T and in accordance with such additional rules and regulations as
may be specified by such broker. Notwithstanding the foregoing, the
Corporation shall not be required to comply with the provisions of this
Section 3(e) if, as a result of a change in the accounting rules and
regulations applicable to the Corporation, or the interpretation thereof,
compliance with the provisions of this Section 3(e) will result in the
imposition of substantial adverse financial reporting requirements on the
Corporation.
4. SALE OF SHARES. The Grantee shall not be entitled to sell,
transfer, or distribute the Shares except pursuant to (i) an effective
registration statement under the Securities Act of 1933, as amended, and any
applicable state securities or "Blue Sky" laws, or (ii) if there be no
registration statement in effect, pursuant to a specific exemption from
registration under the Securities Act of 1933, as amended, and any applicable
state securities or "Blue Sky" laws. Prior to offering or selling the Shares
upon claim of exemption, the Grantee shall obtain a written opinion from
counsel reasonably satisfactory to the Corporation who may be counsel for the
Corporation to the effect that such exemptions are available or shall deliver
"no-action" letters from the Securities and Exchange Commission and any
applicable state securities commission with respect to the proposed sale,
transfer or distribution of the Shares. The certificate or certificates
representing the Shares shall have an appropriate legend referring to the
terms of this Option.
5. TERMINATION OF EMPLOYMENT. Subject to Paragraph 8 hereof, in the
event the employment of Grantee shall terminate for any reason other than
death or for cause, the Grantee shall have the right to exercise this Option
but only in respect of Shares which he or she was entitled to purchase under
this Option at the date of termination of his or her employment, at any time
up to and including the earlier of three months after the date of such
termination of employment or the expiration of the Option
-3-
Period. In the event that the Grantee's employment is terminated for cause, the
Grantee shall have the right to exercise this Option, but only in respect of
Shares which he or she was entitled to purchase under this Option at the date of
termination of his or her employment, at any time up to and including the
earlier of thirty days after the date of such termination of employment or the
expiration of the Option Period. This Option shall not be affected by any
change of employment so long as the Grantee continues to be an employee of the
Corporation or any of its Subsidiaries (as such term is defined in Section 1 of
the Plan).
6. SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon and
shall inure to the benefit of any successor or assign of the Corporation and,
to the extent herein provided, shall be binding upon and inure to the benefit
of the Grantee's legal representatives.
7. EXERCISE AND TRANSFERABILITY OF OPTION. During the lifetime of the
Grantee, this Option is exercisable only by him or her and shall not be
assignable or transferable by him or her and no other person shall acquire
any rights therein. In the event of the death of the Grantee, this Option or
any unexercised portion thereof shall be exercisable at any time prior to the
expiration of one year after the date of such death (but in no event later
than the date of the expiration of the Option) only by his or her executors
or administrators or the person or persons to whom such deceased Grantee's
rights under this Option shall pass by such deceased Grantee's will or by the
laws of descent and distribution of the state of his or her domicile at the
time of his or her death. The person or persons so exercising this Option
after the deceased Grantee's death shall, simultaneously with the delivery of
the Exercise Form and the payment for the Shares purchased, deliver to the
Company such proof of the right of such person or persons to exercise this
Option as may reasonably be required by the Corporation and its counsel.
8. EXPIRATION OF OPTION. This Option is not exercisable after the
expiration of ten years from the Date of Grant.
9. ADJUSTMENT OF OPTIONS.
(a) The number of Shares issuable upon exercise of this Option, or
the amount and kind of other securities issuable in addition thereto or in
lieu thereof upon the occurrence of the events specified in Section 9 of the
Plan, shall be determined and subject to adjustment, as the case may be, in
accordance with the procedures therein specified.
-4-
(b) Fractional shares resulting from any adjustment in options
pursuant to this Paragraph may be settled in cash or otherwise as the
Corporation shall determine. Notice of any adjustment in this Option shall
be given by the Corporation to the holder of this Option and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan and this Agreement.
10. RIGHTS.
(a) The granting of this Option shall not confer upon the Grantee
any right to be continued in the employ of the Corporation or any of its
Subsidiaries, nor shall the Corporation or any of its Subsidiaries be limited
by reasons thereof, or for any other reason, in its discretion and at any
time from changing the status or position of his or her employment, or from
terminating the employment of such Grantee, or from reducing or changing his
or her compensation at any time and from time to time, subject, however, to
any employment or other agreement between the Grantee and the Corporation.
(b) The Grantee shall not, by reason of the granting to him or her
of this Option, have or thereby acquire any rights of a stockholder of the
Corporation with respect to any Shares unless and until he or she has
tendered full payment of the Option Price for such Shares and such Shares
have been duly issued or transferred and delivered to the Grantee in
accordance with the terms hereof.
11. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey applicable to contracts
entered into and to be performed wholly with such state.
If the foregoing is in accordance with the Grantee's understanding
and approved by him or her, he or she may so confirm by signing and returning
the duplicate of this Agreement delivered for that purpose.
SEL-LEB MARKETING, INC.
By:
--------------------------
[Corporate Seal]
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of the Grant.
-----------------------------
Name of Grantee:
Dated:
-------------------
-5-
EXERCISE FORM
The undersigned hereby irrevocably exercises, pursuant to the Stock Option
Agreement (the "Option"), by and between Sel-Leb Marketing, Inc.
(the "Corporation") and the undersigned, the option to purchase shares
of common stock (the "Subject Shares") of the Corporation at the exercise price
of $ per Subject Share and encloses herewith the requisite payment for the
Subject Shares. The undersigned requests that the Corporation deliver to the
undersigned at the address set forth below a certificate or certificates
representing the Subject Shares issued in the name of the undersigned. The
undersigned hereby acknowledges and agrees to the terms and conditions
applicable to the undersigned and the Subject Shares set forth in the Option,
including without limitation, the covenants and transfer restrictions set forth
therein. The undersigned further agrees to pay to the Corporation any
withholding tax required under any federal, state and local statutes and
regulations.
Dated:
-----------------
---------------------------
(Name of Option Grantee --
Please Type or Print)
---------------------------
(Signature of Option Grantee)
---------------------------
(Address)
STATE OF )
: ss.:
COUNTY OF )
On the day of , 19 before me personally came
, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that (s)he executed the same.
---------------------------
Notary Public
-6-
SEL-LEB MARKETING, INC.
STOCK OPTION AGREEMENT
[For Senior Executives]
Pursuant to the 1995 Stock Option Plan
Option granted in North Bergen, New Jersey on ___________________ (the
"Date of Grant") by Sel-Leb Marketing, Inc. (the "Corporation") to
__________________ ("Grantee", which term includes any person entitled to
exercise the Option):
1. THE OPTION. The Corporation grants to the Grantee, effective on
the Date of Grant, a stock option (the "Option") to purchase, on the terms
and conditions herein set forth, up to ______ of the Corporation's fully
paid, nonassessable shares of Common Stock, par value $.01 per share (the
"Shares"), at the purchase price for the Shares set forth in Paragraph 2
below. The Option is granted pursuant to the Corporation's 1995 Stock Option
Plan, adopted by the Board of Directors of the Corporation on May 17, 1995,
and adopted by the Stockholders of the Corporation on May 17, 1995 (the
"Plan"). The Option is subject in its entirety to all the applicable
provisions of the Plan which are incorporated herein by reference as if set
forth at length herein, and is a non-incentive option granted pursuant to
Section 7 of the Plan.
2. THE PURCHASE PRICE. The purchase price of the Shares shall be
$_______ per share (the "Option Price").
3. EXERCISE OF OPTION.
(a) Except as otherwise provided in the Plan, the Option is
exercisable over a period beginning on the Date of Grant and ending ten years
from the Date of Grant (the "Option Period") in accordance with the following
schedule:
PERCENT OF SHARES SUBJECT TO
DATE OPTION PURCHASABLE
---- ------------------
Commencing on the Date of Grant
until (but not including) the
first anniversary of the Date of
Grant. 25.00%
PERCENT OF SHARES SUBJECT TO
DATE OPTION PURCHASABLE
---- ------------------
Commencing on the first
anniversary of the Date of Grant
until (but not including) the
second anniversary of the Date
of Grant. 50.00%
Commencing on the second
anniversary of the Date of Grant
until (but not including) the
third anniversary of the Date of
Grant. 75.00%
Commencing on the third
anniversary of the Date of Grant
until (but not including) the
expiration of the Option. 100.00%
Subject to the terms hereof, the Option may be exercised from time to time
during the Option Period as to the total number of Shares allowable under this
Paragraph 3(a), or any lesser amount thereof.
(b) At such time as the Grantee desires to exercise the Option
granted hereby, in whole or in part, the Grantee's signature at the place
provided on the Exercise Form attached hereto will evidence the Grantee's
election to purchase Shares of Common Stock pursuant to the terms and subject
to the conditions and limitations contained in the Plan, in this Agreement
and in said Exercise Form. The Option shall be considered exercised (in full
or part, as the case may be) on the date such Exercise Form is mailed to the
Chief Financial Officer of the Corporation, postage prepaid, or delivered in
person to the Chief Financial Officer, together with payment of the Option
Price for the Shares to be purchased plus any withholding tax required under
any federal, state and local statutes.
(c) The Option Price shall be paid in full in United States dollars
at the time of purchase or with stock of the Corporation having fair market
value (as determined pursuant to Section 6(a) of the Plan) equal to the
Option Price. If the Option is exercised in accordance with the provisions
of the Plan and this Agreement, the Corporation shall deliver to such person
a certificate or certificates representing the number of Shares in respect to
which the Option is being exercised, which Shares shall be registered in his
or her name.
(d) If this Option shall extend to 100 or more Shares, then this
Option may not be exercised for less than 100 Shares at any one time, and if
this Option shall extend to less
-2-
than 100 Shares, then this Option must be exercised for all such Shares at one
time.
(e) In addition to the procedures set forth herein, if Regulation T
of the Securities Exchange Act of 1934, as amended, or such future laws or
regulations with respect to the same subject matter ("Regulation T") is
applicable to the exercise of the Option and so permits, the person entitled
to exercise the Option may direct the Corporation in the Exercise Form to
deliver all or any part of the number of Shares to which he is entitled upon
exercise of the Option directly to a broker specified in the Exercise Form.
In such event, the Corporation shall accept payment of the Option Price in
cash or by check from such broker on behalf of the person entitled to
exercise the Option and shall take all action necessary to effect the prompt
delivery of such Shares to such broker in accordance with the provisions of
Regulation T and in accordance with such additional rules and regulations as
may be specified by such broker. Notwithstanding the foregoing, the
Corporation shall not be required to comply with the provisions of this
Section 3(e) if, as a result of a change in the accounting rules and
regulations applicable to the Corporation, or the interpretation thereof,
compliance with the provisions of this Section 3(e) will result in the
imposition of substantial adverse financial reporting requirements on the
Corporation.
4. SALE OF SHARES. The Grantee shall not be entitled to sell,
transfer, or distribute the Shares except pursuant to (i) an effective
registration statement under the Securities Act of 1933, as amended, and any
applicable state securities or "Blue Sky" laws, or (ii) if there be no
registration statement in effect, pursuant to a specific exemption from
registration under the Securities Act of 1933, as amended, and any applicable
state securities or "Blue Sky" laws. Prior to offering or selling the Shares
upon claim of exemption, the Grantee shall obtain a written opinion from
counsel reasonably satisfactory to the Corporation who may be counsel for the
Corporation to the effect that such exemptions are available or shall deliver
"no-action" letters from the Securities and Exchange Commission and any
applicable state securities commission with respect to the proposed sale,
transfer or distribution of the Shares. The certificate or certificates
representing the Shares shall have an appropriate legend referring to the
terms of this Option.
5. TERMINATION OF EMPLOYMENT. Subject to Paragraph 8 hereof, in the
event the employment of Grantee shall terminate for any reason other than
death or for cause, the Grantee shall have the right to exercise this Option
but only in respect of Shares which he or she was entitled to purchase under
this Option at the date of termination of his or her employment, at any time
up to and including the earlier of three months after the date of such
termination of employment or the expiration of the Option
-3-
Period. In the event that the Grantee's employment is terminated for cause, the
Grantee shall have the right to exercise this Option, but only in respect of
Shares which he or she was entitled to purchase under this Option at the date of
termination of his or her employment, at any time up to and including the
earlier of thirty days after the date of such termination of employment or the
expiration of the Option Period. This Option shall not be affected by any
change of employment so long as the Grantee continues to be an employee of the
Corporation or any of its Subsidiaries (as such term is defined in Section 1 of
the Plan).
6. SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon and
shall inure to the benefit of any successor or assign of the Corporation and,
to the extent herein provided, shall be binding upon and inure to the benefit
of the Grantee's legal representatives.
7. EXERCISE AND TRANSFERABILITY OF OPTION. During the lifetime of the
Grantee, this Option is exercisable only by him or her and shall not be
assignable or transferable by him or her and no other person shall acquire
any rights therein. In the event of the death of the Grantee, this Option or
any unexercised portion thereof shall be exercisable at any time prior to the
expiration of one year after the date of such death (but in no event later
than the date of the expiration of the Option) only by his or her executors
or administrators or the person or persons to whom such deceased Grantee's
rights under this Option shall pass by such deceased Grantee's will or by the
laws of descent and distribution of the state of his or her domicile at the
time of his or her death. The person or persons so exercising this Option
after the deceased Grantee's death shall, simultaneously with the delivery of
the Exercise Form and the payment for the Shares purchased, deliver to the
Company such proof of the right of such person or persons to exercise this
Option as may reasonably be required by the Corporation and its counsel.
8. EXPIRATION OF OPTION. This Option is not exercisable after the
expiration of ten years from the Date of Grant.
9. ADJUSTMENT OF OPTIONS.
(a) The number of Shares issuable upon exercise of this Option, or
the amount and kind of other securities issuable in addition thereto or in
lieu thereof upon the occurrence of the events specified in Section 9 of the
Plan, shall be determined and subject to adjustment, as the case may be, in
accordance with the procedures therein specified.
-4-
(b) Fractional shares resulting from any adjustment in options
pursuant to this Paragraph may be settled in cash or otherwise as the
Corporation shall determine. Notice of any adjustment in this Option shall
be given by the Corporation to the holder of this Option and such adjustment
(whether or not such notice is given) shall be effective and binding for all
purposes of the Plan and this Agreement.
10. RIGHTS.
(a) The granting of this Option shall not confer upon the Grantee
any right to be continued in the employ of the Corporation or any of its
Subsidiaries, nor shall the Corporation or any of its Subsidiaries be limited
by reasons thereof, or for any other reason, in its discretion and at any
time from changing the status or position of his or her employment, or from
terminating the employment of such Grantee, or from reducing or changing his
or her compensation at any time and from time to time, subject, however, to
any employment or other agreement between the Grantee and the Corporation.
(b) The Grantee shall not, by reason of the granting to him or her
of this Option, have or thereby acquire any rights of a stockholder of the
Corporation with respect to any Shares unless and until he or she has
tendered full payment of the Option Price for such Shares and such Shares
have been duly issued or transferred and delivered to the Grantee in
accordance with the terms hereof.
11. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey applicable to contracts
entered into and to be performed wholly with such state.
If the foregoing is in accordance with the Grantee's understanding
and approved by him or her, he or she may so confirm by signing and returning
the duplicate of this Agreement delivered for that purpose.
SEL-LEB MARKETING, INC.
By:
--------------------------
[Corporate Seal]
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of the Grant.
-----------------------------
Name of Grantee:
Dated:
-------------------
-5-
EXERCISE FORM
The undersigned hereby irrevocably exercises, pursuant to the Stock Option
Agreement _____________ (the "Option"), by and between Sel-Leb Marketing, Inc.
(the "Corporation") and the undersigned, the option to purchase ________ shares
of common stock (the "Subject Shares") of the Corporation at the exercise price
of $_____ per Subject Share and encloses herewith the requisite payment for the
Subject Shares. The undersigned requests that the Corporation deliver to the
undersigned at the address set forth below a certificate or certificates
representing the Subject Shares issued in the name of the undersigned. The
undersigned hereby acknowledges and agrees to the terms and conditions
applicable to the undersigned and the Subject Shares set forth in the Option,
including without limitation, the covenants and transfer restrictions set forth
therein. The undersigned further agrees to pay to the Corporation any
withholding tax required under any federal, state and local statutes and
regulations.
Dated:
-----------------
---------------------------
(Name of Option Grantee --
Please Type or Print)
---------------------------
(Signature of Option Grantee)
---------------------------
(Address)
STATE OF )
: ss.:
COUNTY OF )
On the _______ day of _______________ , 19__ before me personally came
__________________, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that (s)he executed the same.
---------------------------
Notary Public
-6-
