0001193125-09-065667 Sample Contracts

IMMUCELL CORPORATION SECOND AMENDMENT TO RIGHTS AGREEMENT DATED AS OF JUNE 30, 2008
Rights Agreement • March 27th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

THIS AMENDMENT is entered into as of June 30, 2008, between IMMUCELL CORPORATION, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”).

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IMMUCELL CORPORATION EMPLOYMENT AGREEMENT DATED APRIL 29, 1999 BETWEEN THE REGISTRANT AND MICHAEL F. BRIGHAM EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Maine

AGREEMENT made this 29th day of April, 1999, between IMMUCELL CORPORATION, a Delaware Corporation (the “Company”), and Michael F. Brigham, of Kennebunk, Maine (“Brigham”).

IMMUCELL CORPORATION EMPLOYMENT AGREEMENT DATED APRIL 29, 1999 BETWEEN THE REGISTRANT AND JOSEPH H. CRABB EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Maine

AGREEMENT made this 29th day of April, 1999, between IMMUCELL CORPORATION, a Delaware Corporation (the “Company”), and Joseph H. Crabb, of Newfield, Maine (“Crabb”).

IMMUCELL CORPORATION FORM OF INCENTIVE STOCK OPTION AGREEMENT
Form of Incentive Stock Option Agreement • March 27th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Option is specifically subject to all of the terms and conditions of the 2000 Plan with the same force and effect as if fully set forth in this Option. In the event of any inconsistency or misunderstanding with respect to the terms of this Option, as compared with the provisions of the 2000 Plan, the provisions of the 2000 Plan shall control and prevail.

IMMUCELL CORPORATION FORM OF INCENTIVE STOCK OPTION AGREEMENT
Form of Incentive Stock Option Agreement • March 27th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Option is specifically subject to all of the terms and conditions of the 1989 Plan with the same force and effect as if fully set forth in this Option. In the event of any inconsistency or misunderstanding with respect to the terms of this Option, as compared with the provisions of the 1989 Plan, the provisions of the 1989 Plan shall control and prevail.

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