PURE WORLD, INC.
STOCK OPTION
Option granted as of _________________,20____ (the "Date of Grant") by Pure
World, Inc. (the "Company") to _______________________ (the "Grantee").
1. The Option. The Company 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, _____________shares (the "Shares") of the Company's fully
paid, nonassessable shares of common stock (the "Common Stock"), at a purchase
price for the Shares set forth in Section 2 below.
2. The Purchase Price. The purchase price of the Shares shall be $_______
per Share.
3. Exercise of Option.
(a) The Option is exercisable over a period of ten years from the
Date of Grant (the "Option Period"). The Option may be exercised
______________________________________as to the total number of
Shares subject to this Option as determined under Section 1, or
any lesser amount thereof.
(b) In the event the holder of the Option elects to exercise all or
any portion of the Option, such holder shall deliver to the
Company written notice (the "Notice") of such election, which
Notice shall specify the number of Shares being acquired pursuant
to the Option (the "Option Shares"), along with payment of the
Option Price for the Option Shares. The Option Price shall be
paid in full in United States dollars at the time of purchase. If
the Option is exercised, the Company shall deliver a soon as
practicable, but no later than three (3) days, to the holder a
certificate or certificates representing the number of Option
Shares.
4. Transferability. This Option shall not be assignable or transferable
except by will and/or by the laws of descent and distribution and, during the
life of the Grantee, may be exercised only by the Grantee.
5. Termination of Service.
(a) In the event the Grantee leaves the employ or service of the
Company or its subsidiaries, whether voluntarily or otherwise but
other than by reason of his death or "disability" (as such term
is defined in section 22(e)(3) of the Internal Revenue Code of
1986, as amended) this Option shall terminate forthwith.
(b) In the event the Grantee's employment or service with the Company
or its subsidiaries terminates by reason of his death or
disability, this option shall terminate upon the expiration of
the period of one year after the date of the Grantee's death or
disability.
6. Sale of Option Shares. The holder of this Option 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, 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. Prior to
offering of selling the Option Shares upon claim of exemption, the holder shall
obtain a written opinion from counsel reasonably satisfactory to the Company to
the effect that such exemption is available or shall deliver a "no-action"
letter from the Securities and Exchange Commission with respect to the proposed
sale, transfer or distribution of the Option Shares.
7. Successors and Assigns. This agreement shall be binding upon and shall
inure to the benefit of the parties' respective successors and assigns.
8. Expiration of Options. This Option is not exercisable after the
expiration of ten years from the Date of Xxxxx.
9. Rights. The Grantee shall not, by reason of the granting to him/her of
this Option, have or thereby acquire any rights of a stockholder of the Company
with respect to any Shares unless and until he/she has tendered full payment of
the Option Price for such Shares.
10. Adjustment of Number of Shares. In the event that a dividend shall be
declared upon the Shares payable in shares of Common Stock, the number of Shares
then subject to the Option shall be adjusted by adding to each of such Shares
the number of shares of Common Stock which would be distributable thereon if
such Share had been outstanding on the date fixed for determining the
stockholders entitled to receive such stock dividend. In the event that the
outstanding Shares shall be changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
company, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, then there shall be substituted
for each Share subject to the Option the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchanged; provided, however, that
in the event that such change or exchange results from a merger or
consolidation, and in the judgment of the Board of Directors such substitution
cannot be effected or would be inappropriate, or if the Company shall sell all
of substantially all of its assets, the Company shall use reasonable efforts to
effect some other adjustment of the Option which the Board of Directors, in its
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sole discretion, shall deem equitable. In the event that there shall be any
change, other than as specified above in this Section 10 in the number or kind
of outstanding Shares or of any stock or other securities into which such Shares
shall have been changed or for which they have shall have been exchanged, then,
if the Board of Directors shall determine that such change equitably requires an
adjustment in the number or kind of Shares then subject to the Option, such
adjustment shall be made by the Board of Directors and shall be effective and
binding for all purposes of this Option. In the case of any such substitution or
adjustment as provided for in this Section, the Option Price will be the option
price for all shares of stock or other securities which shall have been
substituted for each Share or to which such Share shall have been adjusted
pursuant to this Section 10. No adjustment of substitution provided for in this
Section 10 shall require the Company to sell a fractional Share, and the total
substitution or adjustment shall be limited accordingly.
Each notice relating to this Option shall be in writing and delivered in
person or by certified mail to the proper address. All notices to the Company
shall be addressed to it at its offices at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000, attention of the Treasurer. All notices to the Grantee or other
person or persons then entitled to exercise this Option shall be addressed to
the Grantee or such other person or persons entitled to receive such notice.
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to that effect.
IN WITNESS WHEREOF, the Company has caused this Option to be exercised by
its officers, thereunto duly authorized, as of the 1st day of July 2004.
PURE WORLD, INC.
By:/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Chairman
ATTEST:
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