Exhibit (e)(11)
PURE WORLD, INC.
NON-STATUTORY STOCK OPTION
For valuable consideration, receipt whereof is hereby acknowledged, PURE
WORLD, INC., a Delaware corporation (the "Company"), hereby grants to
_______________, who resides at _____________________________________________
(the "Optionee"), a non-statutory stock option, subject to the terms and
conditions hereof, to purchase from the Company an aggregate of _________ shares
of the Common Stock of the Company, par value $.01 per share ("Common Stock"),
at the price of $_____ per share (the "Option Price"), such option to be
exercisable in its entirety on or before the day preceding the fifth anniversary
of the date hereof (the "Termination Date").
The right of the Optionee, unless the Optionee ceases to be engaged by the
Company or by a subsidiary thereof, to purchase shares subject to any such
installment may be exercised in whole at any time or in part from time to time
after the accrual of such respective installments and prior to the Termination
Date, except as otherwise expressly provided herein.
Subject to the provisions of this Option, this Option may be exercised by
written notice to the Company stating the number of shares with respect to which
it is being exercised and accompanied by payment of the Option Price (a) by
certified or bank cashier's check payable to the order of the Company in New
York Clearing House funds or (b) in any other form acceptable to the Company. As
soon as practicable after receipt of such notice and payment, the Company shall,
without transfer or issue tax or other incidental expense to the Optionee,
deliver to the Optionee at the offices of the Company at 000 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000, or such other place as may be mutually acceptable
or, at the election of the Company, by first-class insured mail addressed to the
Optionee at his address shown in the employment records of the
Company or at the location at which he is employed by the Company or any
subsidiary, a certificate or certificates for such shares out of theretofore
unissued shares or reacquired shares of its Common Stock, as the Company may
elect.
The Company may postpone the time of delivery of certificates for shares
of its Common Stock for such additional time as the Company shall deem necessary
or desirable to enable it to comply with the listing requirements of any
securities exchange upon which the Common Stock of the Company may be listed, or
the requirements of the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, or any rules or regulations of the Securities
and Exchange Commission promulgated thereunder or the requirements of applicable
state laws relating to the authorization, issuance or sale of securities.
If the Optionee fails to accept delivery of and pay for all or any part of
the number of shares specified in such notice upon tender of delivery thereof,
his right to exercise this Option with respect to such undelivered shares may be
terminated. This Option can be exercised only with respect to full shares.
This Option shall, during the Optionee's lifetime, be exercisable only by
him, and neither it nor any right hereunder shall be transferable otherwise than
by will or the laws of descent and distribution, or be subject to attachment,
execution or other similar process. In the event of any attempt by the Optionee
to alienate, assign, pledge, hypothecate or otherwise dispose of this Option or
of any right hereunder, except as provided for herein, or in the event of any
levy or any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate this Option by notice to the
Optionee, and it shall become null and void.
If, prior to the Termination Date, the Optionee shall cease to be engaged
by the Company or by a subsidiary of the Company (otherwise than by reason of
death or permanent and total
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disability (as defined below) of the Optionee), this Option, and all rights
hereunder to the extent that such rights shall not have been exercised, shall
immediately terminate and become null and void.
In the event of the death of the Optionee, prior to the Termination Date,
while employed by the Company or by a subsidiary of the Company, this Option
shall become fully exercisable and may be exercised within one year after the
date of the Optionee's death by the person or persons to whom the Optionee's
rights under this Option shall pass by will or by the applicable laws of descent
and distribution, but in no event may this Option be exercised later than the
Termination Date.
In the event of the permanent and total disability of the Optionee, prior
to the Termination Date, while employed by the Company or by a subsidiary of the
Company, this Option shall become fully exercisable within one year after the
date the Optionee ceased to be employed by the company or by a subsidiary of the
Company as a result of such disability, but in no event may this Option be
exercised later than the Termination Date. For the purposes of this Option, the
Optionee shall be considered to be permanently and totally disabled if he is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve months. The Optionee shall not be considered to be
permanently or totally disabled unless he furnishes proof of the existence of
such disability in such form and manner, and at such times, as may be required
by the Board of Directors or a committee thereof; and such proof shall be
satisfactory to the Board of Directors or committee thereof. The determination
by the Board of Directors or a committee thereof with respect to the existence
of such disability shall be conclusive and binding upon the Optionee.
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If the Company shall declare a dividend payable in cash, or shall
subdivide or combine its Common Stock, or any other event shall occur which in
the judgment of the Board of Directors necessitates action by way of adjusting
the terms of this Option, the Board of Directors shall forthwith take any such
action as in its judgment shall be necessary to preserve to the Optionee rights
substantially proportionate to the Optionee's rights existing prior to such
event. The judgment of the Board of Directors or a committee thereof with
respect to any matter referred to in this paragraph shall be conclusive and
binding upon the Optionee.
The issuance of the shares of Common Stock subject hereto and issuable
upon the exercise of the Option and the transfer or resale of such shares shall
be subject to such restrictions as are, in the opinion of Company counsel,
required to comply with the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, and the certificates representing such
shares shall, if it is deemed advisable by counsel to the Company, bear a legend
to such effect.
The right of the Company or of a subsidiary of the Company to terminate
(whether by dismissal, discharge, retirement or otherwise) the Optionee's
employment with it at any time at will, or as otherwise provided by any
agreement between the Company or any subsidiary of the Company and the Optionee,
is specifically reserved. Neither the Optionee nor any person or persons
entitled to exercise his rights in the event of his death shall have any rights
to dividends or any other rights of a stockholder with respect to any shares of
Common Stock subject to this Option, except to the extent that a certificate for
such shares shall have been issued upon the exercise of this Option as provided
for herein.
Each notice relating to this Agreement shall be in writing and delivered
in person or by certified mail to the proper address. Except as provided above,
all notices to the Company shall
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be addressed to it at its offices at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, attention of the Treasurer. All notices to the Optionee or other person
or persons then entitled to exercise this Option shall be addressed to the
Optionee or such other person or persons at the Optionee's address above
specified. Anyone to whom a notice may be given under this Agreement may
designate a new address by notice to that effect.
This Option shall be wholly void and of no effect after the Termination
Date.
IN WITNESS WHEREOF, PURE WORLD, INC. has caused this Option to be
exercised by its officers, thereunder duly authorized, as of the day of
, .
PURE WORLD, INC.
By: _______________________________
ATTEST:
__________________________________
Secretary
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