AMENDED AND RESTATED STOCK OPTION AGREEMENT
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the "Agreement")
is made and entered into as of the 23rd day of August, 1996, by and between
Agri-Nutrition Group Limited, a Delaware corporation having its principal place
of business in Maryland Heights, Missouri (the "Company"), and Xxxxxx X.
Xxxxxxxxx.
WITNESSETH:
WHEREAS, the Company and Xx. Xxxxxxxxx are parties to a Stock Option
Agreement dated as of January 10, 1994; and
WHEREAS, the Company and Xx. Xxxxxxxxx wish to amend and restate such
Stock Option Agreement in order to increase the exercise price of the options
subject to such agreement, extend the period during which such options may be
exercised, and incorporate certain terms related to the options set forth in
Section 7 of the Second Restated Employment Agreement between the Company and
Xx. Xxxxxxxxx dated as of the 1st day of November 1995;
NOW THEREFORE, for and in consideration of the premises and the
covenants contained in herein, the Company and Xx. Xxxxxxxxx agree to amend and
restate the Stock Option Agreement between the parties dated as of January 10,
1994 in its entirety as follows:
1. The Company hereby grants Xx. Xxxxxxxxx a non-assignable option (the
"Option") to purchase from it, on the terms and conditions set forth in this
Agreement, an aggregate of Three Hundred Eighty-Seven Thousand Five Hundred
(387,500) shares of the Common Stock of the Company at a price per share equal
to $1.5625 (the "Option Price").
2. The Option may be exercised in whole or in part, and if in part may
be exercised from time to time, provided, however, that the Option shall not be
exercisable after October 31, 1999 (the "Expiration Date").
3. The Option shall be exercised by written notice directed to the
Company at its principal place of business, accompanied by a check in payment of
the Option Price for the number of shares as to which the Option is being
exercised, and the Company covenants to issue or cause the transfer agent for
its Common Stock to issue certificates evidencing the shares purchased within
ten business days following its receipt of notice of exercise and payment.
4. In the event that the Company shall from and after the date of this
Agreement effect any stock dividend, stock split, combination, recapitalization
or similar transaction involving its Common Stock, the unexercised portion of
this Option shall be adjusted equitably by (i) computing the aggregate exercise
price of the unexercised portion of the Option, (ii) computing the number of
shares of Common Stock into which the unexercised portion of the Option would
have been if outstanding on the record date for such event, which number shall
be the new number of shares to which the Option relates, (iii) dividing the
price obtained in (i) by the number obtained in (ii), and (iv)
rounding the result in (iii) to the nearest cent, which shall be the adjusted
Option Price per share. In the event any transaction to which this provision
otherwise relates involves the issuance of a security other than the Company's
Common Stock as part of such recapitalization, the Board of Directors shall
effect an equitable adjustment of the number of shares subject to the Option or
the Option Price as in its discretion is deemed appropriate. In no event shall
cash dividends or distributions in respect of the Common Stock give rise to any
adjustment in the Option Price or the number of shares subject to this Option.
5. In the event of any merger or consolidation involving the Company,
the unexercised portion of the Option shall be adjusted by applying the relevant
conversion rate or other consideration to the number of shares covered by the
unexercised portion of this Option and, as appropriate, adjusting the Option
Price per share by the reciprocal of such conversion rate. In the event of any
liquidation or dissolution of the Company or in the event of any merger or
consolidation in which the Common Stock of the Company is to be converted solely
into cash, the Company (or the surviving or resulting corporation in such merger
or consolidation) shall have the right to settle and terminate this option by
paying to Xx. Xxxxxxxxx the amount, if any, by which the cash consideration per
share distributable in respect of the Common Stock exceeds the then applicable
Option Price per share.
6. The Option granted hereby is not transferrable by Xx. Xxxxxxxxx other
than by will or the laws of descent and distribution, and is exercisable during
Xx. Xxxxxxxxx'x lifetime only by Xx. Xxxxxxxxx.
7. As of the date of this Agreement and continuing through until the
Expiration Date, the Company agrees to register, at its expense, under the
Securities Act of 1933, as amended, the shares of stock underlying the Option at
the request of Xx. Xxxxxxxxx so as to permit Xx. Xxxxxxxxx to sell such shares
publicly.
8. The shares underlying this Option are subject to the lock-up
agreement by and between Xx. Xxxxxxxxx and the Company dated October 12, 1995
(and any amendments thereto) prohibiting Xx. Xxxxxxxxx from selling,
transferring or otherwise disposing of, more than five percent of the aggregate
number of shares of the Company's stock owned by Xx. Xxxxxxxxx in any quarter
through January 1, 1998.
9. This Agreement is binding upon and shall inure to the benefit of the
parties hereto and their respective voluntary and involuntary successors,
assigns, heirs, executors, administrators and personal representatives. This
Agreement constitutes the entire understanding of Xx. Xxxxxxxxx and the Company
in respect of the subject matter hereof and may not be modified or amended
except by an instrument in writing executed by Xx. Xxxxxxxxx and on behalf of
the Company pursuant to express authorization of the Board of Directors of the
Company.
10. Any notice provided for in this Agreement shall be given in writing
and shall be sent by courier or express delivery or by next-day postal service,
addressed to Xx. Xxxxxxxxx at his address given below or to the Company at its
principal executive offices. Notices shall be deemed given as of the date of
receipt.
IN WITNESS WHEREOF, this Amended and Restated Stock Option Agreement is
executed and delivered as of the date first above written.
AGRI-NUTRITION GROUP LIMITED
Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx
00000 Xxxxxxx Xxxx Xxxx Chief Financial Officer
Xxxxxxxxxxxx, XX 00000
