Aceto Corporation Nonqualified Stock Option Agreement (Employee Grant, 2004)

Summary

This agreement is between Aceto Corporation and an employee, granting the employee the right to purchase a specified number of shares of Aceto's common stock at a set price under the company's 1980 Stock Option Plan. The option is fully vested on the grant date, must be exercised within 10 years, and is nontransferable except by will or legal order. If employment ends, the option generally expires immediately, except in cases of death, where it may be exercised within 90 days. The agreement is subject to the terms of the company's stock option plan.

EX-10.1 2 tex10_1-3705a.txt EX-10.1 Exhibit 10.1 ACETO CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT - -------------------------------- ------------------------------------ Name of Option Holder No. of Stock Option Agreement September 9, 2004 - -------------------------------- ------------------------------------ Total Number of Shares Date of Grant Subject to Option $ September 9, 2014 ---------------- ------------------------------------ Exercise Price Expiration Date Per Share NONQUALIFIED STOCK OPTION granted by Aceto Corporation, a New York corporation (the "Company") to the above-named option holder (the "Optionee"), an employee of the Company or one of its subsidiaries, pursuant to the Company's 1980 Stock Option Plan, as amended (the "Plan"). 1. GRANT AND VESTING OF OPTION The Company hereby grants to the Optionee an option to purchase on the terms herein provided a total of the number of shares of common stock. $.01 par value, of the Company set forth above, at an exercise price per share as set forth above. The Optionee's right to exercise this option is fully vested as of the date of grant set forth above. This option shall expire, however, and not be exercisable after the expiration of 10 years from this date of grant. 2. STOCK TO BE DELIVERED Stock to be delivered upon the exercise of this option may constitute an original issue of authorized stock or may consist of treasury stock. 3. EXERCISE OF OPTION The Optionee, or the person authorized to exercise this option under Paragraph 7 herein, may exercise this option, and access information regarding the Optionee's account, through the duly authorized administrator of the Plan, The Bank of New York, either via the Internet at WWW.BNYMYSTOCK.COM/ACETO, or by calling ###-###-#### or ###-###-####. 4. PAYMENT FOR AND DELIVERY OF STOCK Full payment shall be made for all shares of which this option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made. Payment may be made by check or by exchanging mature shares of the Company's common stock owned by the Optionee, or by a combination of the foregoing, provided that the combined value of all cash and the fair market value, of any such exchanged shares is at least equal to the full exercise price. Certificates for exchanged shares, if any, shall be accompanied by the appropriate documentation as required by the Company and/or the administrator of the Plan. The fair market value of the exchanged shares shall mean with respect to any given day, the last reported sale price per share of the common stock on the principal stock exchange on which the common stock is traded, or if such exchange was closed on such day, or if it was open but the common stock was not traded on such day, then on the preceding day that the common stock was traded on such exchange. The Company shall not be obligated to deliver any stock unless and until all applicable federal and state laws and regulations have been complied with, nor in the event the outstanding common stock is at the time listed upon the Nasdaq National Market or any stock exchange, unless and until the shares to be delivered have been listed, or authorized to be added to the list by the Nasdaq National Market or the exchanges where it is listed, nor unless and until all legal matters in connection with the issuance and delivery of the shares have been approved by counsel for the Company. 5. NONTRANSFERABILITY OF OPTION This option may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution, or pursuant to a Qualified Domestic Relations Order ( a "QDRO"). 6. TERMINATION OF EMPLOYMENT In the event of the termination of the Optionee's employment with the Company due to any reason other than death, including retirement in good standing, and disability, as determined in good faith by the Company, this option, to the extent it has not previously been exercised, shall expire as of such termination date. Nothing herein shall be construed as extending the exercisability of this option to a date more than 10 years after the date this option is granted. 7. DEATH In the event of the death of the Optionee while employed by the Company, this option, to the extent it has not previously been exercised, shall be exercisable at any time within 90 days of the Optionee's death. Nothing herein shall be construed as extending the exercisability of this option to a date more than 10 years after the date this option is granted. In the event an option is exercised by the executor or administrator of a deceased Optionee's estate, or by the person or persons to whom the option has been transferred by the Optionee's will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock thereunder unless and until the Company is satisfied that the person or person exercising the option is or are the duly appointed executor or administrator of the deceased Optionee's estate, or the person to whom the option has been transferred by the Optionee's will or by the applicable laws of descent and distribution. 8. CHANGES IN STOCK In the event of a stock dividend, recapitalization, forward stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of the Company's common stock, or other similar corporate transaction or event affects the shares such that an adjustment is appropriate in order to prevent dilution or enlargement of benefits intended to be made available, then the number and kind of shares of stock of the Company covered by this option, the option price and other relevant provisions shall be appropriately adjusted by the Board of Directors of the Company whose determination shall be binding on all persons. 9. CONTINUANCE OF EMPLOYMENT This option shall not be deemed to obligate the Company or any of its subsidiaries to retain the Optionee in its employ for any period. 10. PROVISIONS OF THE PLAN This nonqualified stock option agreement incorporates by reference the terms of the Plan and is subject to the provisions thereof. This stock option agreement shall be construed in accordance with the Plan, and any provision of this agreement held to be inconsistent therewith shall be severable and of no force or effect. IN WITNESS WHEREOF, the Company has caused this stock option agreement to be executed by a duly authorized officer of the Company. By: ----------------------------- Leonard S. Schwartz Chairman, CEO and President