Exhibit 10.1


 


Amendment to the Acme United Corporation
2012 Employee Stock Option Plan 


 


 


In accordance with Section 18 of the
Acme United Corporation 2012 Employee Stock Option Plan (the “Plan”), the Plan is hereby amended as follows:


 


1.                  
 Subsection (b) of Section 3, “Shares Subject to the Plan,” is amended by adding
the following immediately preceding the last sentence of said subsection (b):


 


If either (i) the exercise price of
an Option is paid by Net Share Exercise pursuant to Section 11(b)(ii) of the Plan, or if (ii) the exercise of an Option is settled
by payment of cash to the Optionee pursuant to Section 11(b)(iii) of the Plan, the Shares otherwise deliverable to the Optionee
shall again be available for issuance under the Plan.


 


2.                  
Section 2 of the Plan, “Definitions,” is amended by adding a new subsection (o)
as follows:


 


		(o)	“Closing Price” means for purposes of a notice delivered during
or after trading hours on a particular trading day, the closing price of the Common Stock published by NYSE MKT for that day (or
if no sales were reported on that day, the closing price on the day immediately preceding such day), and with respect to delivery
of an exercise notice before the opening of trading on a particular day or on a non-trading day, the closing price of the Common
Stock published by NYSE MKT for the immediately preceding trading day.



 


3.                  
Section 10(d) of the Plan, “Termination of Employment for Any Other Reason,”
is amended to read in its entirety as follows:


 


(d) Termination of Employment for
Any Other Reason


 


Except as otherwise provided: (i)
in paragraph (e) of this section, (ii) in an Option Agreement for an Optionee, or (iii) in an employment agreement the terms of
which have been approved by the Committee, if an Optionee ceases to be employed by the Corporation or a Subsidiary for any reason
other than retirement, disability, or death, the Optionee’s Option shall terminate on the earlier of (X) the first anniversary
after the date of such cessation of employment and (Y) the date on which the term of the Option would have expired if such cessation
of employment had not occurred. During such period the option may be exercised only to the extent that the Optionee was entitled
to do so under Section 9(b) at the date of cessation of employment unless the Committee, in its sole and nonreviewable discretion,
permits exercise of the Option to a greater extent. Except to the extent required by law, the employment of an Optionee shall not
be deemed to have ceased upon his or her absence from the Corporation or a Subsidiary on a leave of absence granted in accordance
with the usual procedure of the Corporation or Subsidiary.


 



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4.                  
Section 11, “Method of Exercise,” of the Plan is amended to read in its entirety
as follows:


 


(a) When exercisable pursuant to the
terms of the Plan and the governing Option Agreement, an Option shall be exercised by the Optionee as to all or part of the shares
subject to the Option by delivering written notice of exercise to the Company at its principal business office or such other office
as the Company may from time to time direct, (i) specifying the number of shares subject to the Option (or portion thereof) being
exercised; (ii) specifying the method of payment of the total exercise price of the Option (or portion thereof), and (iii) containing
such further provisions consistent with the provisions of the Plan as the Company may from time to time prescribe. The written
notice of exercise shall be in the form and delivered in the manner prescribed by the Company from time to time.
No Option may be exercised after the expiration of the term specified in Section 9 hereof.


 


(b) Payment of the exercise price
of the Option shall be paid in full at the time the Option (or portion thereof) is exercised. Such payment shall be made:


 


(i) in cash in United States currency;


 


(ii) subject to the consent of the
Company at the time of exercise and if permitted by the Option Agreement granting such Option, the Optionee may elect in the notice
of exercise given pursuant to Section 11(a) to make such payment by reduction in the number of shares of Common Stock otherwise
deliverable upon exercise of such Option by the number of shares having an aggregate value based on the Closing Price equal to
the total exercise price of the Option (or portion thereof) (“Net Share Exercise”); or


 



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(iii) subject to the consent of the
Company at the time of exercise and if permitted by the Option Agreement granting such Option, the Optionee may elect in the notice
of exercise given pursuant to Section 11(a) to receive from the Company cash in an amount equal to the number of shares of Common
Stock subject to the Option (or portion thereof) that is being exercised multiplied by the excess of (A) the Closing Price of the
Common Stock, over (B) the exercise price per share of the Option.


 














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