Exhibit 10.28


 


AWARD LETTER


 


Dear _______________:


 


It is a great pleasure to advise you, on behalf of Phibro Animal
Health Corporation (the “Company”), that you have been granted, pursuant to the 2008 Incentive Plan of the Company
(the “Plan”), the Option described below. This Option will become effective upon your return to the Corporate Secretary
of the Company of this Award Letter signed by you on or before March 13, 2009.


 


	Date of Grant: March 1, 2009	 	Expiration Date: February 28, 2019
	 	 	 
	Total Option Shares:	 	 	Option Price (per share): $5.23





 


	Exercise/Vesting:	Earliest
                                    date on which Option

        can
        be exercised
	 	Number
    of

    shares
	 	 	 	 	 
	 	March 1, 2012, the third annual anniversary of the Grant Date	 	 	(50%)
	 	 	 	 	 
	 	March 1, 2013, the fourth annual anniversary of the Grant Date	 	 	(25%)
	 	 	 	 	 
	 	March 1, 2014, the fifth annual anniversary of the Grant Date	 	 	(25%)


 


No Common Shares may be purchased hereunder unless the Optionee
shall have remained in the continuous employment or other service of the Company or an affiliate up to and including the specified
date shown above from the Grant Date. Unless earlier terminated, this Option shall expire if and to the extent it is not exercised
on or prior to the Expiration Date.


 


	Type of Option:	 ̈ ISO	x Non-Qualified


 


The Option granted hereunder is granted pursuant to the provisions
of the Plan and the accompanying 2009 Stock Option Agreement, the receipt of copies of which Optionee hereby acknowledges. Optionee
is advised to consult his or her personal tax advisors with regard to all tax consequences arising with respect to this
Option.


 


The Company believes that the existence, kind and amount of an individual’s
Award is a matter to be held in the strictest confidence. No one within the Company except Optionee, his or her manager, the Company’s
Senior Executive Officers, the Corporate Secretary and the Human Resources Department of the Company is to have access to this
information. If Optionee has been shown to have revealed the existence, kind or amount of his or her Award to others (other than
Optionee’s spouse and legal, financial and tax advisors), or if Optionee has inquired about another’s Award, Optionee
will be subject to discipline, including termination of the Optionee’s Award.


 


	 	PHIBRO ANIMAL HEALTH CORPORATION
	 	 	 
	 	By:	 




 


	Agreed and Accepted:
	 
	 




	Optionee,	 	 




 




    	 



    	 



    

 


PHIBRO ANIMAL HEALTH CORPORATION


2008 INCENTIVE PLAN


 


2009 STOCK OPTION AGREEMENT


 


THIS AGREEMENT,
made as of this                                                
(the “Grant Date”), by and between Phibro Animal Health Corporation, a New York corporation (the “Company”),
and you (the “Optionee”) sets forth the terms and conditions of an Award granted to the Optionee under the Phibro Animal
Health Corporation 2008 Incentive Plan (the “Plan”).


 


W I T N E
S S E T H:


 


Pursuant to the Plan, the
Company desires to grant to the Optionee, and the Optionee desires to accept, an option to purchase the Company’s common shares,
par value $0.0001 per share (“Common Shares”), upon the terms and conditions set forth in this Agreement and the Plan.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


1.             Grant.  The Company hereby grants to the Optionee an option (the “Option”) to purchase such number of Common Shares, at the purchase
price per share, in each case, set forth in an award letter dated the date hereof delivered to Optionee together with this Agreement
(the “Award Letter”). Whether or not this Option is intended to qualify as an “incentive stock option” (“ISO”)
within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent permissible
by law, shall be indicated in the Award Letter.


 


2.             Restrictions
on Exercisability.  Except as otherwise provided herein or in the Plan or in an employment or other agreement between the Optionee
and the Company or its affiliates, this Option shall become exercisable in accordance with the schedule shown in the Award Letter
based upon the Optionee’s continuous employment or other service with the Company or its affiliates following the Grant Date. No
Common Shares may be purchased hereunder unless the Optionee shall have remained in the continuous employment or other service
of the Company or an affiliate up to and including the specified date shown in the Award Letter from the Grant Date. Unless earlier
terminated, this Option shall expire if and to the extent it is not exercised on or prior to the tenth anniversary of the Grant
Date (the “Expiration Date”).


 


3.         
   Exercise and Payment.  The Option may be exercised in whole or in part in accordance with the
schedule shown in the Award Letter by delivering to the Company a written notice of such exercise specifying the number of
Common Shares that the Optionee has elected to acquire and payment in full of the exercise price, together with the amount,
if any, deemed necessary by the Company to enable it to satisfy any tax withholding obligations with respect to the exercise
(unless other arrangements acceptable to the Company are made for the satisfaction of such withholding obligation) and/or by
delivering to the Corporate Secretary of the Company other Common Shares of the Company as herein provided.


 


(a)           Forms
of Consideration Authorized.  Except as otherwise provided below, payment of the aggregate exercise price for the number of
Common Shares for which the Option is being exercised shall be made (i) in cash or by bank or certified check, (ii) if permitted
by the Company and subject to Section 3(b)(i) below, by tender to the Company, or attestation to the ownership, of


 




    	Page 1 of 9



    	 



    

  


whole Common Shares owned by the Optionee
(in proper form for transfer and accompanied by all requisite stock transfer tax stamps or cash in lieu thereof) having a Fair
Market Value not less than the aggregate exercise price applicable to that portion of the Option being exercised by the delivery
of such shares, (iii) by means of a Cashless Exercise, as defined in Section 3(b)(ii) below, (iv) by means of a Net Exercise, as
defined in Section 3(b)(iii), or (v) by any combination of the foregoing.


 


(b)          Limitations
on Forms of Consideration.


 


(i) Tender of Common Shares.  Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership, of
Common Shares to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation
or agreement restricting the redemption of the Company’s stock. In addition, the Option may not be exercised by tender to the
Company, or attestation to the ownership, of Common Shares unless such shares have been owned by the Optionee for more than
six (6) months (or such other period, if any, required by the Company) and have not been used for another option exercise by
attestation during such period. The Fair Market Value of the Common Shares tendered as consideration for the exercise of such
Option shall be determined as of the date immediately preceding the date upon which the Option is exercised, or as may be
required in order to comply with or to conform to the requirements of any applicable laws or regulations. Restricted stock
(i.e., unregistered securities) shall be valued as if it were not subject to restrictions on transfer or possibilities of
forfeiture. If shares of restricted stock are utilized as consideration for the exercise of an Option, the number of shares
issued upon the exercise of such Option equal to the value of shares of restricted stock utilized as consideration therefore
shall be subject to the same restrictions as the restricted stock so utilized.


 


(ii) Cashless Exercise.  A “Cashless
Exercise” means the delivery of a properly executed notice together with irrevocable instructions to a broker in a form acceptable
to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the
Common Shares acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company and in accordance
with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System. The
Cashless Exercise program is available only if, at the time of exercise, the offer and sale of Common Shares pursuant to the Plan
is (A) with respect to Cashless Exercise in the United States, registered on a then effective registration statement on Form S-8
under the Securities Act of 1933, as amended, or (B) with respect to Cashless Exercise on AIM, permitted in accordance with the
rules and regulations of AIM with respect to such Common Shares of the Company. The Company reserves the right, in the Company’s sole and absolute discretion, at any and all times to establish, decline to approve or terminate any such program or procedure,
including with respect to the Optionee notwithstanding that such program or procedures may be available to others.


 


(iii) Net Exercise.  A “Net Exercise”
means a procedure by which the Optionee will be issued a number of whole Common Shares upon the exercise of an Option determined
in accordance with the following formula:


 


N = X(A-B)/A, where:


 


N = the number of Common Shares to be issued to the Optionee
upon exercise of the Option;


 




    	Page 2 of 9



    	 



    

  


X = the total number of Common Shares with respect to
which the Optionee has elected to exercise the Option;


 


A = the Fair Market Value of one (1) Common Share determined
on the exercise date; and


 


B = the exercise price per share (as defined in the applicable
Award Letter).


 


The Company reserves the right, in the Company’s sole and absolute
discretion, at any and all times, to establish, decline to approve or terminate any such program or procedure, including with respect
to the Optionee notwithstanding that such program or procedures may be available to others.


 


4.             Rights
as Shareholder.  No Common Shares shall be sold or delivered hereunder until full payment for such shares has been made. The
Optionee shall have no rights as a shareholder with respect to any shares covered by this Option until a certificate for such shares
is issued to the Optionee. Except as otherwise provided herein or in the Plan, no adjustment shall be made for dividends or distributions
of other rights for which the record date is prior to the date such stock certificate is issued.


 


5.             Nontransferability.  The Option is not assignable or transferable except upon the Optionee’s death to a Beneficiary or, if no Beneficiary shall
survive the Optionee, pursuant to Optionee’s will or the laws of descent and distribution. During an Optionee’s lifetime,
this Option may be exercised only by the Optionee.


 


6.             Termination
of Employment or other Service


 


(a)           Disability
or Death.  Except as otherwise provided in an employment or other agreement between the Optionee and the Company or its affiliates,
if the Optionee’s employment or other service with the Company and its affiliates terminates due to optionee’s death or Disability,
then: (i) that portion of this Option that is not exercisable on the date of termination shall immediately terminate, and (ii)
subject to Section 6(b) below, that portion of this Option that is exercisable on the date of termination shall remain exercisable,
but only to the extent exercisable on the date of termination, by the Optionee (or the Optionee’s designated beneficiary or legal
representative) until the Expiration Date and, to the extent not exercised during such period, shall immediately terminate thereafter.


 


For purposes of this Agreement,
“Disability” shall mean, unless otherwise defined in an employment or other agreement between the Optionee and the
Company or its affiliates (in which case, such meaning shall apply), the inability of an Optionee to perform the customary duties
of his or her employment or other service for the Company or its affiliates by reason of a physical or mental incapacity which
is expected to result in death or to be of indefinite duration.


 


(b)          Termination for
Cause or at a Time when Cause Exists.  If the Optionee’s employment or other service is terminated by the Company or an affiliate
for Cause (as defined below), which in the determination of the Committee justifies termination of this Option, or if, at the time
of the Optionee’s termination, grounds for a termination for such Cause exist, then this Option (whether or not then exercisable)
shall immediately terminate and cease to be exercisable.


 


For purposes of this Agreement, “Cause” shall mean either (or both) of (1) the Optionee’s dishonesty, fraud, intentional mistrepresentation, insubordination, willful misconduct,
failure to


 




    	Page 3 of 9



    	 



    

  


perform services,
unsatisfactory performance of services, or material breach of the Company’s policies or code of conduct or any written agreement
between the Optionee and the Company or any of its affiliates, and (2) in the case where there is an employment or consulting agreement
between the Optionee and the Company or an affiliate at the time of grant which defines “cause” (or words of like import),
the meaning ascribed to such term under such agreement. Cause shall be determined by the Company.


 


(c)           Other
Termination.  Except as otherwise provided in an employment or other agreement between the Optionee and the Company or its affiliates,
if the Optionee’s employment or other service with the Company and its affiliates terminates for any reason not covered by Section
6(a) or 6(b) above, then: (i) that portion of this Option that is not exercisable on the date of termination shall immediately
terminate, and (ii) subject to Section 6(b) above, that portion of this Option that is exercisable on the date of termination shall
remain exercisable, but only to the extent exercisable on the date of termination, by the Optionee until the Expiration Date and,
to the extent not exercised during such period, shall immediately terminate thereafter.


 


7.             Cancellation
of Option.  Notwithstanding anything herein to the contrary, the Committee may cancel, rescind, suspend, withhold or otherwise
limit or restrict this Option at any time if the Optionee is not in compliance with all material applicable provisions of this
Agreement or the Plan, or if the Optionee engages in a Detrimental Activity. Upon exercise of the Option, if requested by the Company,
the Optionee shall certify in a manner acceptable to the Company that he or she is in compliance with the terms and conditions
of this Agreement and the Plan and has not engaged in any Detrimental Activity. In the event the Optionee engages in any Detrimental
Activity prior to or after any exercise, payment, delivery, receipt or settlement, such exercise, payment, delivery, receipt or
settlement may be rescinded within two (2) years thereafter. In the event of any such rescission, the Optionee shall pay to the
Company, in the form of Company Common Shares, the amount of any gain realized as a result of the rescinded exercise, payment,
delivery, receipt or settlement, in such manner and on such terms and conditions as may be required. In the event the Optionee
engages in any Detrimental Activity prior to or after any exercise of this Option and sale or other disposition of securities acquired
upon such exercise, the amount of any gain realized as a result of such sale or other disposition, in such manner and on such terms
and conditions as may be required. In any such situation, the Company and its affiliates shall be entitled to set off against the
amount of any such gain, any amount owed to the Optionee by the Company or its affiliates.


 


For purposes of this Agreement,
“Detrimental Activity” shall mean any of the following, unless authorized or consented to in writing by the Company:
(1) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive
with the Company or its affiliates, or which organization or business, or the rendering of services to such organization or business,
is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its affiliates, at any time during Optionee’s
employment with or service to the Company or within twelve (12) months thereafter, (2) the disclosure to anyone outside the Company
or its affiliates, or the use in other than the Company’s or its affiliates’ business, of any confidential information or material
relating to the business of the Company or its affiliates, acquired by the Optionee either during or after employment or other
service with the Company or its affiliates, (3) the failure or refusal to disclose promptly and to assign to the Company or its
affiliates all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee during
employment by or other service with the Company or its affiliates, relating in any manner to the actual or anticipated business,
research or development work of the Company or its affiliates or the failure or refusal to do anything reasonably necessary


 




    	Page 4 of 9



    	 



    

 


to enable the Company
or its affiliates to secure a patent where appropriate in the United States and in other countries insofar as any matter referred
to in this clause (3) violates any obligation of the Optionee to the Company or its affiliates, including but not limited to, any
obligation or agreement under a proprietary information, invention assignment, or non-competition or other agreement of the Optionee
with or for the benefit of the Company or an affiliate, (4) any attempt directly or indirectly to induce any employee of the Company
or its affiliates to be employed or perform services elsewhere or any attempt directly or indirectly to solicit the trade or business
of any current or prospective customer, supplier, partner, licensor or licensee of the Company or an affiliate, (5) the material
breach of any non-competition, non-solicitation, confidentiality or other written agreement between the Optionee and the Company
or any of its affiliates, or (6) the making of any disparaging, derogatory or defamatory remarks about the Company or any of its
affiliates, or products, business practices or activities; provided nothing contained in clause (6) is intended to prohibit Optionee
from providing truthful information about Optionee’s employment or the Company’s or an affiliate’s business practices to any governmental
entity or regulatory or self-regulatory agency upon written request thereof.


 


8.             Corporation’s
Right of First Refusal


 


(a)            Exercise
of Right.  If Optionee desires to sell all or any part of the shares acquired under this Option including any securities received
in respect thereof pursuant to any stock dividend, stock split, reclassification, reorganization, recapitalization and the like
(“Option Shares”), and an offeror (the “Offeror”) has made an offer therefor, which offer Optionee desires
to accept, Optionee shall, prior to accepting any offer or making any commitment with respect to such Option Shares: (i) obtain
in writing an irrevocable and unconditional bona fide offer (the “Bona Fide Offer”) for the purchase thereof from the
Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth his or her desire to sell such
shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at
least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the
Company shall have the first and prior right to purchase, and an assignable option to purchase, any or all of such Option Shares
specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written
counter-notice to Optionee. If the Company elects to purchase any or all of such Option Shares, it shall be obligated to purchase,
and Optionee shall be obligated to sell to the Company, such Option Shares at the price and terms indicated in the Bona Fide Offer
within 60 days from the date of receipt by the Company of the Option Notice.


 


(b)            Sale
of Option Shares to Offeror.  Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such Option Shares
not purchased or agreed to be purchased by the Company for 60 days after the expiration of the 30-day period during which the
Company may give the aforesaid counter-notice; provided, however, that Optionee shall not sell such Option Shares
to the Offeror if the Offeror is a competitor of the Company and the Company gives written notice to Optionee, within 30 days
of its receipt of the Option Notice, stating that Optionee shall not sell his Option Shares to the Offeror; and provided, further,
that prior to the sale of such Option Shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant
to which the Offeror agrees to be subject to the restrictions set forth in this Section 8. If any or all of such Option Shares
are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold Option Shares shall remain subject to the
terms of this Section 8.


 




    	Page 5 of 9



    	 



    

  


(c)           Adjustments
for Changes in Capital Structure.  If there shall be any change in the Common Shares of the Company through merger, consolidation,
reorganization, recapitalization, stock dividend, split-up, combination or exchange or shares, or the like, the restrictions contained
in this Section 8 shall apply with equal force to additional and/or substitute securities, if any, received by Optionee in exchange
for, or by virtue of his or her ownership of, Option Shares.


 


(d)           Expiration
of Corporation’s Right of First Refusal.  The refusal rights of the Company set forth above shall remain in effect with respect
to the sale or other disposition of Option Shares by the Optionee unless both of the following shall occur, at which time such
sale or other disposition (but only such sale or other disposition) in accordance with the Option Notice may be made free of such
refusal rights pursuant to Section 8(b):


 


		(i)	the amount of Option Shares to be sold, together with all sales of Common Shares of
the Company sold for the account of such person within the preceding three (3) months, shall not exceed the greater of the average
weekly reported volume of trading in such shares on all national securities exchanges, AIM and/or reported through the automated
quotation system of a registered securities association, or reported pursuant to an effective transaction reporting plan or an
effective national market system plan, in each case during the four calendar weeks preceding the date of delivery to the Company
of the Option Notice; and



 


		(ii)	the aggregate amount of Option Shares to be sold by all optionees under the Plan,
together with all sales of Common Shares of the Company sold for the account of all such persons within the preceding three (3)
months, shall not be greater than two (2) times the amount determined in accordance with clause (i) of this Section 8(d).



 


9.           Company’s
Right to Repurchase


 


(a)    Rights
of Repurchase.  If any of the events specified in Section 9(b) below occur (a “Triggering Event”), then:


 


		(i)	with respect to Option Shares acquired upon exercise of this Option prior to the occurrence of such event, within 60 days after
the Company receives actual knowledge of the event, and



 


		(ii)	with respect to Option Shares acquired upon exercise of the Option after the occurrence of such event, within 60 days following
the later of the date of such exercise or the date the Company received actual knowledge of such event





 


(in either case, the “Repurchase
Period”), the Company shall have the option, but not the obligation, to repurchase all, but not a portion of, the Option Shares
from Optionee, or his or her legal representatives, as the case may be (the “Repurchase Option”). The Repurchase Option
shall be exercisable by the Company by giving Optionee, or his or her legal representative, written notice of its intention to
exercise the Repurchase Option on or before the last day of the Repurchase Period, and, together with such notice, tendering to
Optionee, or his or her legal representative, (a) with respect to Triggering Events set forth in (b)(i) and (ii) below, an amount


 




    	Page 6 of 9



    	 



    

  


equal to the higher of
the Option Price or the Fair Market Value of the shares and (b) with respect to Triggering Events set forth in (b)(iii) below,
an amount equal to the Option Price. The Company may, in exercising the Repurchase Option, designate one or more nominees to purchase
the shares either within or without the Company. Upon timely exercise of the Repurchase Option in the manner provided in this Section
9(a), Optionee, or his or her legal representative, shall deliver to the Company the stock certificate or certificates representing
the shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not
purchased under the Repurchase Option, Optionee and his or her successor in interest, if any, will hold any such shares in his
or her possession subject to all of the provisions of this Agreement.


 


(b)   Repurchase
Option Triggering Events.  The Company shall have the right to exercise the Repurchase Option in the event that any of the
following shall occur (each a “Triggering Event”):


 


		(i)	Prior to a Public Offering, the receivership, bankruptcy or other creditor’s
proceeding regarding Optionee or the taking of any of Optionee’s shares acquired upon exercise of the Option by legal process,
such as a levy of execution;



 


		(ii)	Prior to a Public Offering, distribution of shares held by Optionee to his or her
spouse as such spouse’s joint or community interest pursuant to a decree of dissolution, operation of law, divorce, property
settlement agreement or for any other reason, except as may be otherwise permitted by the Company;



 


		(iii)	The termination of Optionee’s employment by or service with the Company for
Cause or at a time when Cause exists (as defined in Section 6(b) hereof); or Optionee shall commit or do or cause to be committed
or done, directly or indirectly, any of the Detrimental Activities.



 


10.           Failure
to Deliver Option Shares.  In the event Optionee fails or refuses to deliver on a timely basis duly endorsed certificates representing
Option Shares to be sold to the Company pursuant to this Agreement, the Company shall have the right to deposit the purchase price
for the Option Shares in a special account with any bank or trust company in the State of New York, giving notice of such deposit
to Optionee, whereupon such Option Shares shall be deemed to have been purchased by the Company. All such monies shall be held
by the bank or trust company for the benefit of Optionee. All monies deposited with the bank or trust company but remaining unclaimed
for two (2) years after the date of deposit shall be repaid by the bank or trust company to the Company on demand, and Optionee
shall thereafter look only to the Company for payment. The Company may place a legend on any stock certificates delivered to Optionee
reflecting the restrictions on transfer provided in this Agreement.


 


11.            Early
Disposition.  If this Option is intended to qualify as an ISO, as set forth in the Award Letter: Optionee agrees
to notify the Company in writing immediately after Optionee makes a “Disqualifying Disposition” of the Option Shares
received pursuant to the exercise of this Option. A “Disqualifying Disposition” is any disposition (including any
sale) of such shares issued upon exercise of an ISO before the later of (a) two years after the Grant Date


 




    	Page 7 of 9



    	 



    

  


or (b) one year after the date
Optionee acquired Option Shares by exercising this Option. If Optionee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur thereafter. Optionee also agrees to provide the
Company with any information which it shall request concerning any such disposition. Optionee acknowledges that he or she
will forfeit the favorable income tax treatment otherwise available with respect to the exercise of this Option, if an ISO,
if he or she makes a Disqualifying Disposition of the stock received upon exercise of this Option.


 


12.            Withholding
Taxes.  If the Company in its discretion determines that it is obligated to withhold tax with respect to a Disqualifying Disposition
(as defined in Section 11) of stock received by Optionee on exercise of this Option, Optionee hereby agrees that the Company may
withhold from Optionee’s wages the appropriate amount of federal, state and local withholding taxes attributable to such Disqualifying
Disposition. If any portion of the Option is treated as an option that is not an ISO, Optionee hereby agrees that the Company may
withhold from Optionee’s wages that appropriate amount of federal, state and local withholding taxes attributable to Optionee’s
exercise of such non-ISO Option. If the Company in its discretion determines that it is obligated to withhold tax with respect
to a transfer by Optionee of this Option, Optionee hereby agrees that the Company may withhold from Optionee’s wages the appropriate
amount of federal, state and local withholding taxes attributable to such transfer. At the Company’s discretion, the amount required
to be withheld may be withheld in cash from such wages, or (with respect to compensation income attributable to the exercise of
this Option) in kind from the Option Shares otherwise deliverable to Optionee on exercise of this Option having a Fair Market Value
equal to the amount of such income tax withholding obligations (or so much thereof as shall not be paid by the Optionee in connection
with such exercise). Optionee further agrees that, if the Company does not withhold an amount from Optionee’s wages and/or the
Option Shares sufficient to satisfy the Company’s withholding obligation, Optionee will pay or reimburse the Company on demand,
in cash (including by means of a Cashless Exercise program), if available), for the amount underwithheld.


 


13.          Securities
Restrictions.  This Option shall not be exercisable for such period as may be required to comply with the Federal securities
laws, state “blue sky” laws, an applicable requirement of any AIM or any other applicable securities exchange and any
other law or regulation applicable to the exercise of this Option, and the Company shall not be obligated to issue or deliver Common
Shares hereunder if the issuance or delivery of such shares would constitute a violation of any law or any regulation of any governmental
authority or applicable securities exchange.


 


14.          No
Employment or Other Service Rights.  Nothing in this Agreement shall confer the Optionee any right to continue in the employment
or other service of the Company or its affiliates, or in any way interfere with the right of the Company or its affiliates to terminate
the employment or other service of the Optionee at any time.


 


15.          Provisions
of the Plan.  The provisions of the Plan, the terms of which are incorporated in this Agreement, shall govern if and to the
extent that there are inconsistencies between those provisions and the provisions hereof. The Optionee acknowledges that he or
she received a copy of the Plan prior to the execution of this Agreement.


 


16.          Miscellaneous.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of


 




    	Page 8 of 9



    	 



    

  


Delaware, without regard
to its principles of conflicts of law. This Agreement, together with the Award Letter and the Plan, constitutes the entire agreement
between the parties with respect to the subject matter hereof and, except as otherwise provided in the Plan, may not be modified
other than by written instrument executed by the parties.


 


IN WITNESS WHEREOF, this Agreement has been executed as
of the date first above written.


 


	 	PHIBRO ANIMAL HEALTH CORPORATION
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 


 






    	Page 9 of 9