AMENDMENT dated as of September 2 2005 (this
"AMENDMENT"), by and among Elite
Pharmaceuticals, Inc., a Delaware
corporation (the "COMPANY"), and Xxxxxxx
Xxxx (the "EXECUTIVE") to the Stock Option
Agreement, dated as of July 23, 2003.
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The Company and the Optionee are parties to a Stock Option
Agreement, dated as of June 23, 2003 (the "ORIGINAL STOCK OPTION AGREEMENT").
The parties desire to amend the Original Stock Option
Agreement to reduce the number of options granted to the Executive.
AMENDMENT
1. Each of the Company and the Executive agree that the number
of options to purchase shares of Common Stock pursuant to the Original Stock
Option Agreement is hereby reduced from options to purchase 300,000 shares of
common stock, par value $0.01 per share (the "COMMON STOCK"), of the Company to
options to purchase 225,000 shares of Common Stock.
2. Each party agrees to execute such other documents,
instruments, agreements and consents, and take such other actions as may be
reasonably requested by the other parties hereto to effectuate the purposes of
this Amendment.
3. No modification, amendment or waiver of any provision of,
or consent required by, this Amendment, nor any consent to any departure
herefrom, shall be effective unless it is in writing and signed by each of the
parties hereto. Such modification, amendment, waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
4. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original instrument, but all of which
collectively shall constitute one and the same Amendment.
5. This Amendment shall inure to the benefit of each of the
parties hereto and all their respective successors and permitted assigns.
Nothing in this Amendment is intended or shall be construed to give to any other
person, firm or corporation any legal or equitable right, remedy or claim under
or in respect of this Amendment or any provision herein contained.
6. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAWS PROVISIONS).
7. This Amendment supersedes all prior amendments or
understandings among the parties relating to this Amendment. Except as set forth
above, the provisions of the
Original Stock Option Agreement shall remain in full force and effect as
originally stated therein.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
ELITE PHARMACEUTICALS, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Director
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
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