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EXHIBIT 10.11    
    


NUTRACEUTICAL INTERNATIONAL CORPORATION

1995 STOCK OPTION PLAN  


Article I  


Purpose of Plan  


        The 1995 Stock Option Plan (the "Plan") of Nutraceutical International Corporation (the "Company"), for executive and other key employees of the Company, is
intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth with additional incentives by allowing them to
acquire an ownership interest in the Company and thereby encouraging them to contribute to the success of the Company and to remain in its employ. The availability and offering of stock options under
the Plan also increases the Company's ability to attract and retain individuals of exceptional managerial talent upon whom, in large measure, the sustained progress, growth and profitability of the
Company depends. 


Article II  


Definitions  


        For purposes of the Plan, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below: 


        "Act" shall mean the Securities and Exchange Act of 1934, as amended. 


        "Board" shall mean the Board of Directors of the Company. 


        "Cause" shall mean (i) the willful failure by a Participant to perform duties reasonably requested by the board of directors or
president of the Company, (ii) the engaging by a Participant in conduct which is materially injurious to the Company or its Subsidiaries, (iii) gross negligence or willful misconduct by
a Participant in the performance of such Participant's duties which results in, or causes harm to the Company or any of its Subsidiaries, (iv) any breach by a Participant of any covenant in an
option agreement with the Company, or (v) a Participant's conviction of a crime involving fraud or misrepresentation or a felony; provided, that
with respect to clauses (i) and (iv) above, if such failure or breach is capable of cure, such failure or breach shall not be deemed to constitute "Cause" unless such failure or breach
remains uncured after the expiration of 15 days following delivery of written notice to Participant by the Company. 



        "Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor statute. 


        "Committee" shall mean the committee of the Board which may be designated by the Board to administer the Plan. The members of the
Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. At all times during which the Company has a class of securities registered under
Section 12 of the Act, the Committee shall consist of not less than two directors who are "disinterested persons" under Rule 16b-3 promulgated under the Act. 



        "Common Stock" shall mean the Company's Common Stock, par value $.01 per share. 


        "Company" shall mean Nutraceutical International Corporation, a Delaware corporation, and any subsidiary corporation of Nutraceutical
International Corporation as such term is defined in Section 425(f) of the Code. 


        "Disability" shall mean the inability (as determined by the Board in its sole discretion) of such Participant, as a result of incapacity
due to physical or mental illness, to perform his duties with the Company for more than six months in aggregate during any twelve-month period. 



        "Fair Market Value" of the Common Stock shall be determined by the Committee or, in the absence of the Committee, by the Board.

 


        "Participant" shall mean any executive or other key employee of the Company who has been selected to participate in the Plan by the
Committee or the Board. 


        "Sale of the Company" shall mean a merger or consolidation effecting a change in control of the Company, a sale of all or substantially
all of the Company's assets or a sale of a majority of the Company's outstanding voting securities. 


Article III  


Administration; Qualification under Section 16  


        The Plan shall be administered by the Committee; provided, however, that if for any reason the Committee shall not have been appointed by the Board, all authority
and duties of the Committee under the Plan shall be vested in and exercised by the Board. Subject to the limitations of the Plan, the Committee shall have the sole and complete authority to:
(i) select Participants, (ii) grant Options (as defined in Article IV below) to Participants in such forms and amounts as it shall determine, (iii) impose such limitations,
restrictions and conditions upon such Options as it shall deem appropriate, (iv) interpret the Plan and adopt, amend and rescind administrative guidelines and other rules and regulations
relating to the Plan, (v) correct any defect or omission or reconcile any inconsistency in the Plan or in any Option granted hereunder and (vi) make all other determinations and take all
other actions necessary or advisable for the implementation and administration of the Plan. The Committee's determinations on matters within its authority shall be conclusive and binding upon the
Participants, the
Company and all other persons. All expenses associated with the administration of the Plan shall be borne by the Company. The Committee may, as approved by the Board and to the extent permissible by
law, delegate any of its authority hereunder to such persons as it deems appropriate. 


        With
respect to persons subject to Section 16 of the Act ("Section 16 Persons"), transactions under this Plan are intended to comply with all applicable conditions of
Rule 16b-3 or its successors promulgated under the Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee. Moreover, in the event the Plan does not include a provision required by Rule 16b-3 to be stated therein, such
provision (other than one relating to eligibility requirements, or the price and amount of awards) shall be deemed automatically to be incorporated by reference into the Plan insofar as Participants
who are Section 16 Persons are concerned. 


Article IV  


Limitation on Aggregate Shares  


        The number of shares of Common Stock with respect to which options may be granted under the Plan (the "Options") and which may be issued upon the exercise thereof
shall not exceed, in the aggregate, 26,000 shares; provided, however, that the type and the aggregate number of shares which may be subject to Options shall be subject to adjustment in accordance with
the provisions of paragraph 6.8 below, and further provided that to the extent any Options expire unexercised or are cancelled, terminated or forfeited in any manner without the issuance of
Common Stock thereunder, such shares shall again be available under the Plan. The 26,000 shares of Common Stock available under the Plan may be either authorized and unissued shares, treasury shares
or a combination thereof, as the Committee shall determine. 


Article V  


Awards  


        5.1   Options. The Committee may grant Options to Participants in accordance with this Article V.

 


        5.2   Form of Option. Options granted under this Plan may be nonqualified stock options or "incentive stock options"
within the meaning of Section 422A of the Code or any successor provision. 


        5.3   Exercise Price. The option exercise price per share of Common Stock shall be fixed by the Committee at not less than 100%
of the Fair Market Value of a share of Common Stock on the date of grant. 


        5.4   Exercisability. Options shall be exercisable at such time or times as the Committee shall determine at or subsequent to
grant. 


        5.5   Payment of Exercise Price. Options shall be exercised in whole or in part by written notice to the Company (to the
attention of the Company's Secretary) accompanied by payment in full of the option exercise price. Payment of the option exercise price shall be made in cash (including check, bank draft or money
order) or, in the discretion of the Committee, by delivery of a promissory note (if in accordance with policies approved by the Board). 


        5.6   Terms of Options. The Committee shall determine the term of each Option, which term shall in no event exceed
ten years from the date of grant. 


Article VI  


General Provisions  


        6.1   Conditions and Limitations on Exercise. Options may be made exercisable in one or more installments, upon the happening
of certain events, upon the passage of a specified period of time, upon the fulfillment of certain conditions or upon the achievement by the Company of certain performance goals, as the Committee
shall decide in each case when the Options are granted. 


        6.2   Sale of the Company. In the event of a Sale of the Company, the Committee may provide, in its discretion, that the
Options shall become immediately exercisable by any Participants who are employed by the Company at the time of the Sale of the Company and that such Options shall terminate if not exercised as of the
date of the Sale of the Company or other prescribed period of time. 


        6.3   Written Agreement. Each Option granted hereunder to a Participant shall be embodied in a written agreement (an "Option
Agreement") which shall be signed by the Participant and by the Chairman or the President of the Company for and in the name and on behalf of the Company and shall be subject to the terms and
conditions prescribed herein (including, but not limited to, (i) the right of the Company and such other persons as the Committee shall designate ("Designees") to repurchase from each
Participant, and such Participant's transferees, all shares of Common Stock issued or issuable to such Participant on the exercise of an Option in the event of such Participant's termination of
employment, (ii) rights of first refusal granted to the Company and Designees, (iii) holdback and other registration right restrictions in the event of a public registration of any
equity securities of the Company and (iv) any other terms and conditions which the Committee shall deem necessary and desirable). 


        6.4   Listing, Registration and Compliance with Laws and Regulations. Options shall be subject to the requirement that if at
any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Options upon any securities exchange or under any state or
federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of the
Options or the issuance or purchase of shares thereunder, no Options may be granted or exercised, in whole or in part, unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Committee. The holders of such Options will supply the Company with such certificates, representations and information as the

 
Company shall request and shall otherwise cooperate with the Company in obtaining such listing, registration, qualification, consent or approval. In the case of officers and other persons subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended, the Committee may at any time impose any limitations upon the exercise of an Option that, in the Committee's discretion,
are necessary or desirable in order to comply with such Section 16(b) and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds
it desirable because of federal or state regulatory requirements to reduce the period during which any Options may be exercised, the Committee, may, in its discretion and without the Participant's
consent, so reduce such period on not less than 15 days' written notice to the holders thereof. 


        6.5   Nontransferability. Options may not be transferred other than by will or the laws of descent and distribution and, during
the lifetime of the Participant, may be exercised only by such Participant (or his legal guardian or legal representative). In the event of the death of a Participant, exercise of Options granted
hereunder shall be made only: 




          (i)  by
the executor or administrator of the estate of the deceased Participant or the person or persons to whom the deceased Participant's rights under the Option shall
pass by will or the laws of descent and distribution; and 


         (ii)  to
the extent that the deceased Participant was entitled thereto at the date of his death, unless otherwise provided by the Committee in such Participant's Option
Agreement. 





        6.6   Expiration of Options. 



        (a)   Normal Expiration. In no event shall any part of any Option be exercisable after the date of expiration thereof (the
"Expiration Date"), as determined by the Committee pursuant to paragraph 5.6 above. 


        (b)   Early Expiration Upon Termination of Employment. Except as otherwise provided by the Committee in the Option Agreement,
any portion of a Participant's Option that was not vested and exercisable on the date of the termination of such Participant's employment for whatever reason shall expire and be forfeited as of such
date; provided, however, that: (i) if any Participant dies or becomes subject to any Disability, such Participant's Option will expire 90 days after the date of his death or Disability,
but in no event after the Expiration Date, (ii) if any Participant retires (with the approval of the Committee or the Board), his Option will expire 90 days after the date of his
retirement, but in no event after the Expiration Date, and (iii) if any Participant is discharged for any reason other than for Cause, such Participant's Option will expire 30 days after
the date of his discharge, but in no event after the Expiration Date. 




        6.7   Withholding of Taxes. The Company shall be entitled, if necessary or desirable, to withhold from any Participant from any
amounts due and payable by the Company to such Participant (or secure payment from such Participant in lieu of withholding) the amount of any withholding or other tax due from the Company with respect
to any Option Shares issuable under the Plan, and the Company may defer such issuance unless indemnified to its satisfaction. 


        6.8   Adjustments. In the event of a reorganization, recapitalization, stock dividend or stock split, or combination or other
change in the shares of Common Stock, the Board or the Committee may, in order to prevent the dilution or enlargement of rights under outstanding Options, make such adjustments in the number and type
of shares authorized by the Plan, the number and type of shares covered by outstanding Options and the exercise prices specified therein as may be determined to be appropriate and equitable. 


        6.9   Rights of Participants. Nothing in the Plan shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time (with or without Cause), nor confer upon any Participant any right to continue in the employ of the Company for any period of time


 
or to continue his present (or any other) rate of compensation and, except as otherwise provided under this Plan or by the Committee in the Option Agreement, in the event of any Participant's
termination of employment (including, but not limited to, the termination of a Participant's employment by the Company without Cause) any portion of such Participant's Option that was not previously
vested and exercisable will expire and be forfeited as of the date of such termination. No employee shall have a right to be selected as a Participant or, having been so selected, to be selected again
as a Participant. 


        6.10   Amendment, Suspension and Termination of Plan. The Board or the Committee may suspend or terminate the
Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board or the Committee may deem advisable; provided, however, that no such amendment shall be made
without stockholder approval to the extent such approval is required by law, agreement or the rules of any exchange upon which the Common Stock is listed, and no such amendment, suspension or
termination shall impair the rights of Participants under outstanding Options without the consent of the Participants affected thereby. No Options shall be granted hereunder after the tenth
anniversary of the adoption of the Plan. 


        6.11   Amendment, Modification and Cancellation of Outstanding Options. The Committee may amend or modify any
Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option; provided that no such amendment or modification shall impair the
rights of any Participant under any Option without the consent of such Participant. With the Participant's consent, the Committee may cancel any Option and issue a new Option to such Participant. 


        6.12   Indemnification. In addition to such other rights of indemnification as they may have as members of the
Board or the Committee, the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding;
provided, however, that any such Committee member shall be entitled to the indemnification rights set forth in this paragraph 6.12 only if such member has acted in good faith and in a manner
that such member reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such
conduct was unlawful, and further provided that upon the institution of any such action, suit or proceeding a Committee member shall give the Company written notice thereof and an opportunity, at its
own expense, to handle and defend the same before such Committee member undertakes to handle and defend it on his own behalf. 


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EXHIBIT 10.11