ex10_30.htm


    
      

    

    EXHIBIT
10.30


    
       

      FORM
OF

      GRANT OF
EMPLOYEE STOCK OPTION

      


      Date:


      


      
        	
                Re:

              	
                Employee Incentive
      Stock Option

              


      

      


      The Committee or, as applicable,
Subcommittee, which administers The 2008 Equity Participation Plan of Caraco
Pharmaceutical Laboratories, Ltd. (the “Plan”), hereby grants you (the
“Grantee”) an employee incentive stock option (the “Option”), pursuant to the
Plan, in consideration for your rendering faithful and efficient service to the
Company.  Certain capitalized terms used in this agreement (the
“Agreement”) are defined herein. Certain capitalized terms used in this
Agreement, which are not defined herein, have the meanings indicated for such
terms in Article I of the Plan. As used herein reference to the “Company” refers
to Caraco Pharmaceutical Laboratories, Ltd.

      


      
        	
                 
      

              	
                1.

              	
                Stock
      Option. The Option entitles the Grantee (and such Grantee’s
      permitted transferee as described in paragraph 3(a) below)(each such
      person, a “Purchaser”) to purchase up to the number of shares of the
      Company’s Common Stock, no par value (the “Option Shares”), specified
      below opposite such Grantee’s name, at an option price of  $_____ per share, the
      Fair Market Value of the Company’s Common Stock at the close of business
      on the date prior to the grant (the “Option Price”), subject to the terms
      and conditions of this Agreement:

              


      

      


      
        	
                Grantee

              	 
      	
                Number of Option Shares

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


      

      


      
        	
                 
      

              	
                2.

              	
                Additional
      Terms. The Option is also subject to the following
      provisions:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Exercisability.  The
      Option may be exercised and Option Shares may be purchased at any time and
      from time to time after the execution of this Agreement, subject to the
      vesting limitations imposed by paragraph 2(b) of this Agreement. The
      Option Price for Option Shares shall be paid in full (i) in cash or by
      check by the Purchaser of such Option Shares to the Secretary of the
      Company for the shares with respect to which the Option, or portion
      thereof, is exercised; (ii) in whole or in part, through the delivery of
      shares of Common Stock owned by the Purchaser, duly endorsed for transfer
      to the Company with a Fair Market Value on the date of delivery equal to
      the aggregate exercise price of the Option or exercised portion thereof;
      (iii) in whole or in part, through the surrender of shares of Common Stock
      then issuable upon exercise of the Option having a Fair Market Value on
      the date of Option exercise equal to the aggregate exercise price of the
      Option or exercised portion thereof; (iv) in whole or in part, through the
      delivery of a notice that the Purchaser has placed a market sell order
      with a broker with respect to shares of Common Stock then issuable upon
      exercise of the Option, and that the broker has been directed to pay a
      sufficient portion of the net proceeds of the sale to the Company in
      satisfaction of the Option exercise price (a “cashless exercise”); or (v)
      through any combination of the consideration provided in the foregoing
      subparagraphs (i), (ii), (iii) and (iv).  Option Shares acquired
      by Purchaser under this Agreement are hereinafter referred to as the
      “Exercise Shares.”

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Vesting/Exercisability.
      (i) Grantee may only exercise the Option to purchase Option Shares to the
      extent that such Option has vested and become exercisable with respect to
      such Option Shares.  Except as otherwise provided in Paragraph
      2(b)(ii) below, the Option Shares will vest and become exercisable in
      accordance with the following schedule, if as of each such date the
      Grantee is still employed with the
  Company:

              


      

      


      
        	
                Date

              	 
      	
                Cumulative
      Percentage of Option Shares Vested and
      Exercisable

              
	 
      	 
      	 
      
	
                1st
      Anniversar

              	 
      	
                33
      1/3%

              
	
                2nd
      Anniversary

              	 
      	
                33
      1/3%

              
	
                3rd
      Anniversary

              	 
      	
                33
      1/3%

              


      

      


      Option
Shares, which have become vested and exercisable, are referred to herein as
“Vested Shares” and all other Option Shares are referred to herein as “Unvested
Shares.”

      


      (ii) Upon
the occurrence of a Change in Control of the Company, each Option shall vest and
all Unvested Shares shall become Vested Shares if, but only if, the Grantee is
employed by the Company or any of its subsidiaries on the date of such
occurrence.

      


      
        	
                 
      

              	
                (c)

              	
                Procedure
      For Exercise. Subject to the vesting limitation of Paragraph 2(b)
      above, a Purchaser may exercise all or any portion of the Option, so long
      as it is valid and outstanding, at any time and from time to time prior to
      its termination by delivering written notice to the Company as provided in
      Section 5.2 of the Plan and written acknowledgement substantially in the
      form of Exhibit “A” hereto that such Purchaser has read, and has been
      afforded an opportunity to ask questions of the Company’s management
      regarding all financial and other information provided to Purchaser
      concerning the Company, together with payment of the Option Price times
      the number of Option Shares
purchased.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                3.

              	
                Transferability
      Of The Option.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Grantee shall not sell, transfer, assign, pledge or otherwise dispose of
      (a “Transfer”) any interest in any Option with respect to any Unvested
      Shares. Any Option with respect to any Vested Shares of the Grantee shall
      not be Transferred other than as a result of the death of such Grantee,
      testate or intestate, and the restrictions herein shall apply to any
      Transfer by any such permitted
transferee.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company may assign its rights and delegate its duties under this
      Agreement.

              


      

      


      
        	
                 
      

              	
                4.

              	
                Transferability
      Of Exercise Shares. 

              


      

      


      (a)  No Purchaser
shall Transfer any Exercise Shares or any interest therein except in accordance
with the provisions of this Agreement.  Purchaser shall promptly
notify the Company of any disposition of shares of common stock acquired upon
the exercise of the Option within (i) two years from the date of grant
(including the date the Option is modified, extended or renewed for purposes of
Section 424(h) of the Code), or (ii) one year after the exercise of the
Option.

      


      (b)  No holder of any
Exercise Shares may Transfer any such shares (except pursuant to an effective
registration statement and/or re-offer prospectus or Rule 144, as applicable,
under the Securities Act) without first delivering to the Company an opinion of
counsel (reasonably acceptable in form and substance to the Company) that
neither registration nor qualification under the Securities Act and applicable
state securities law is required in connection with such Transfer.

      


      
        	
                 
      

              	
                5.

              	
                Conformity
      With Plan. The Option is intended to conform in all respects with,
      and is subject to all applicable provisions of, the Plan, which is
      incorporated herein by reference.  Inconsistencies between this
      Agreement and the Plan shall be resolved in accordance with the terms of
      the Plan, except as modified by Paragraph 2(b)(ii) of this Agreement. By
      executing this Agreement, the Grantee acknowledges receipt of the Plan and
      agrees to be bound by all of the other terms of the
  Plan.

              


      

      


      
        
          	
                	
                  6.

                	
                  Employment.
      Notwithstanding
      any contrary oral representation or promises made to the Grantee prior to
      or after the date hereof, the Grantee and the Company acknowledge that
      such Grantee’s employment with the Company is and will continue to be
      subject to the willingness of each to continue such employment and nothing
      set forth herein or otherwise confers any right or obligation on such
      Grantee to continue in the employ of the Company or shall affect in any
      way such Grantee’s right or the right of the Company to terminate such
      Grantee’s employment at any time, for any reason, with or without cause,
      subject to any applicable employment agreement between Grantee and the
      Company.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                7.

              	
                Adjustment.
      There shall be made appropriate and proportionate adjustments to the terms
      of the Option to reflect any stock dividend, stock split, combination or
      exchange of shares, merger, consolidation, other change in the
      capitalization of the Company which is similar, in its substantive effect
      upon the Plan or the Option, spin-off, spin-out or other distribution of
      assets to shareholders or any acquisition of the Company’s stock or assets
      similar in its substantive effect upon the Plan or Option. In the event of
      any adjustments described in the preceding sentence, any and all new,
      substituted, or additional securities or other property to which any
      Purchaser is entitled by reason of the Option shall be immediately subject
      to such Option and be included in the word “Option Shares” for all
      purposes of such Option with the same force and effect as the Option
      Shares presently subject to such Option. After each such event, the number
      of Option Shares and/or the Option Price shall be appropriately
      adjusted.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Share
      Legend. Unless the Exercise Shares are the subject of an effective
      registration statement and/or re-offer prospectus, as applicable, all
      certificates representing any Exercise Shares subject to the provisions of
      this Agreement shall have endorsed thereon the following
      legend:

              


      

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF
_______________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN A
GRANT OF EMPLOYEE STOCK OPTION BETWEEN THE COMPANY AND EMPLOYEE OF THE COMPANY
DATED ____________. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER
HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT
CHARGE.”

      


      In
addition, all certificates representing any Exercise Shares of affiliates of the
Company (generally, directors, executive officers and holders of more than 10%
of the outstanding shares of the Company) shall have endorsed thereon the
following legend:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THE
REGISTERED HOLDER OF THE SHARES REPRESENTED BY THE CERTIFICATE MAY BE AN
AFFILIATE (AS SUCH TERM IS DEFINED BY RULE 144 (“RULE 144”) PROMULGATED UNDER
THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”)) OF THE
COMPANY.  IF SUCH HOLDER IS AN AFFILIATE OF THE COMPANY, THESE SHARES
MAY ONLY BE SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR IN ACCORDANCE WITH THE TERMS OF RULE 144
OR ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

       

      
        	
                 
      

              	
                9.

              	
                Investment
      Representations. Upon the purchase of Option Shares hereunder, the
      Purchaser thereof shall execute and deliver to the Company a letter,
      substantially in the form attached hereto as Exhibit “A”, confirming such
      Purchaser’s investment
representation.

              


      

      


      
        	
                 
      

              	
                10.

              	
                Expiration.
      Grantee’s Option shall expire (a) with respect to Vested/Unvested Shares,
      at the earlier of (i) a determination by the Committee or, as applicable,
      Subcommittee, that the Grantee has been grossly negligent in the
      performance of his duties to the Company; (ii) termination of Grantee’s
      employment with the Company;  or (iii) at 5:00 p.m., Detroit
      time, on the sixth Anniversary of the date
  hereof.

              


      

      


      Further,
notwithstanding the above, with respect to Vested Shares, if the termination of
Grantee’s employment is due to death, disability or Termination Without Cause,
then the Option shall expire on the earlier of (i) the 90th day
following the termination of Grantee’s employment; or (ii) until 5:00 p.m.,
Detroit time, on the sixth anniversary of the date hereof.

      


      Further,
notwithstanding the above, with respect to Vested Shares, if, following
cessation of Grantee’s service to the Company for whatever reason, the Company
discovers that Grantee engaged in conduct that would have justified Removal for
Cause, Grantee’s Option shall expire immediately on the date of such discovery
and any proceeds, gains or other economic benefit actually or constructively
received by Grantee upon any exercise of the Option or upon the receipt or
resale of any Common Stock underlying the Option, must and shall be paid to the
Company.

      


      
        	
                 
      

              	
                11.

              	
                Definitions.

              


      

      


      “Disability”
means permanent and total disability as such term is defined in Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended.

      


      “Fully  Diluted
Basis” means, without duplication, (i) all shares of Common Stock
outstanding at the time of determination plus (ii) all shares of Common Stock
issuable upon conversion of any convertible securities or the exercise of any
option, warrant or similar right, whether or not such conversion, right or
option, warrant or similar right is then exercisable.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Termination
for Cause” means termination by the Company of Grantee’s employment
because of Grantee’s personal dishonesty, willful misconduct, breach of
fiduciary duty involving personal profit, intentional or continued failure to
perform stated duties, the unlawful violation of any law, rule or regulation
(other than minor traffic violations or similar offenses).

      


      “Termination
Without Cause” means any termination by the Company of Grantee’s
employment which is not a termination for Cause, including but not limited to a
voluntary quit by Grantee.

      


      
        	
                 
      

              	
                12.

              	
                Further
      Actions. The Parties agree to execute such further instruments and
      to take such further actions as may reasonably be required to carry out
      the intent of this Agreement.

              


      

      


      
        	
                 
      

              	
                13.

              	
                Severability.
      Whenever possible, each provision of this Agreement will be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of this Agreement is held to be prohibited by or invalid under
      applicable law, such provision will be ineffective only to the extent of
      such prohibition or invalidity, without invalidating the remainder of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                14.

              	
                Counterparts.
      This Agreement may be executed simultaneously in two or more counterparts,
      any one of which need not contain the signatures of more than one party,
      and all such counterparts taken together will constitute one and the same
      Agreement.

              


      

      


      
        	
                 
      

              	
                15.

              	
                Notices.
      Any notices, consent, approval or other communications given pursuant to
      the provision of this Agreement shall be in writing and shall be (a)
      mailed by certified mail or registered mail, return receipt requested,
      postage prepaid, or (b) delivered by a nationally recognized overnight
      courier, U.S. Post Office Express Mail, or similar overnight courier, and
      addressed as follow:

              


      

      


      Grantor’s
Address

      


      Caraco
Pharmaceutical Laboratories, Ltd.

      1150
Elijah McCoy Drive

      Detroit,
Michigan 48202

      Attention:
CEO or Secretary of the Company

      


      Grantee’s
Address


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The time
of giving of any notice shall be the time of delivery by the applicable
overnight courier or with respect to registered or certified mail, the time of
receipt thereof by the addressee or any agent of the addressee, except that in
the event the addressee or such agent of the addressee shall refuse to receive
any notice given by registered mail or certified mail as above provided or there
shall be no person available at the time of the delivery thereof to receive such
notice, the time of the giving of such notice shall be the time of such refusal
or the time of such delivery, as the case may be. Any party hereto may, giving
five (5) days written notice to the other party hereto, designate any other
address in substitution of the foregoing address to which notice shall be
given.

      


      
        	
                 
      

              	
                16.

              	
                Successors
      And Assigns. This Agreement shall be binding upon and inure to the
      benefit of the successors and assigns of the Company and, subject to the
      restrictions on transfer herein set forth, be binding upon Grantee’s
      heirs, executors, administrators, successors and permitted
      assigns.

              


      

      


      
        	
                 
      

              	
                17.

              	
                Governing
      Law. This Agreement and all documents contemplated hereby, and all
      remedies in connection therewith and all questions or transactions
      relating thereto, shall be construed in accordance with and governed by
      the laws of the state of Michigan, and jurisdiction and venue shall
      properly lie in the courts of the state of
  Michigan.

              


      

      


      
        	
                 
      

              	
                18.

              	
                Entire
      Agreement. This Agreement and the Plan constitute the entire
      understanding between the Grantee and the Company with respect to the
      Option granted hereunder.

              


      

      


      Please
sign as Grantee in the space provided below and return the Agreement to the CEO
or Secretary of the Company to confirm your understanding and acceptance of the
agreements contained in this letter.

      


      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	
                CARACO
      PHARMACEUTICAL LABORATORIES, LTD.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                CEO
      or Secretary

              
	 
      	
                Dated:

              


      

      


      THE UNDERSIGNED hereby
acknowledges having read this Agreement and the other enclosures to this
Agreement, and hereby agrees to be bound by all provisions set forth herein and
in the Plan.

      


      
        	 
      	
                GRANTEE: