exv10w1



 








Exhibit 10.1




VISKASE COMPANIES, INC.




FORM OF STOCK OPTION AGREEMENT





     THIS STOCK OPTION AGREEMENT (the “Agreement”) is made by and between Viskase Companies, Inc.,
a Delaware corporation (the “Company”), and [Name], an officer or employee of the Company or a
subsidiary of the Company (the “Participant”) effective as of January 13, 2005.



     In consideration of the mutual covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the Company and the Participant hereby
agree as follows:



     1. Grant of Option. The Company hereby irrevocably grants to the Participant the
option (the “Option”) to purchase [Total Shares] shares (the “Option Shares”) of common stock, par
value $.01 per share, of the Company (the “Common Stock”). This Option is granted pursuant to and
is subject to the terms and conditions of the Viskase Companies, Inc. 2005 Stock Option Plan (the
“Plan”). A copy of the Plan is attached as an exhibit hereto and the terms and conditions thereof
are incorporated herein by this reference and are expressly made part of this Agreement. All terms
used herein and defined in the Plan shall, unless otherwise defined herein, have the same means
herein as they have in the Plan. The Option granted hereby is non-transferable except as otherwise
permitted under the Plan.



     2. Option Price. The Option price (the “Option Price”) with respect to the Option
Shares shall be $2.90 per share without commission or other charge.



     3. Exercisability. This Option shall become exercisable as follows:



	 	 	 
	 	 	Cumulative Number of Option Shares
	Date Option Becomes Exercisable	 	as to Which Option is Exercisable
	January 13, 2006

	 	33-1/3% or [One-Third] Shares
	January 13, 2007

	 	66-2/3% or [Two-Thirds] Shares
	January 13, 2008

	 	100% or [Total Shares]
	

	 	 
	Total

	 	100% or [Total Shares]






     The effects upon the Option by reason of the Participant’s termination of employment with the
Company or any of its subsidiaries due to death, Retirement, Cause or Disability are provided for
in Section 6(e) of the Plan.



     4. Term. This Option shall expire on and not be exercisable after January 13, 2015.



     5. Manner of Exercise. This Option may be exercised solely by written notice to the
Chief Financial Officer of the Company at least three (3) business days in advance of such exercise
and by full payment of the purchase price in accordance with Section 6(c) of the Plan for the
Option Shares with respect to which Option or portion thereof is exercised, together with payment
or arrangement for payment of any Federal Income or other tax required to be withheld by the
Company with respect to such Common Stock and such other documents as may be requested by the
Company pursuant to the Plan.



     The Company may postpone the time of delivery of certificate for Common Stock for such
additional time as may be necessary to comply with the listing requirements of any securities
exchange upon which the Common Stock of the Company listed, or the requirements of the Securities
Act of 1933 or the Securities Exchange Act of 1934 or any rules or regulations of the Securities
and Exchange Commission promulgated thereunder or the requirements of applicable state laws
relating to the authorization, issuance or sale of securities.



     6. Modification and Waiver. Except as expressly provided in the Plan, neither this
Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or
waived orally or by any course of dealing or purported course of dealing, but only by an agreement
in writing signed by the Participant and the Company. No such agreement shall extend to or affect
any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or
waived or impair any right consequent on such provision. The waiver



 









 







of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or
acquiescence in any other breach thereof.



     7. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois.



     8. Participant Acknowledgment. The Participant hereby acknowledges receipt of a copy
of the Plan.



     IN WITNESS WHEREOF, Viskase Companies, Inc. has caused this Agreement to be duly executed by
its duly authorized officer and said Participant has hereunto signed this Agreement on his own
behalf, as of the day and year first above written.



	 	 	 	 	 
	 
	 	VISKASE COMPANIES, INC.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Title:
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 
	 
	 	[Name], Participant