Exhibit (e)(12)
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
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Directors, in its 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 day of .
PURE WORLD, INC.
By: _________________________________
Name
Title
ATTEST:
______________________________
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