Exhibit 10.1


 


FORM OF INCENTIVE STOCK OPTION AGREEMENT


 


(Officer)


 


THIS INCENTIVE STOCK OPTION AGREEMENT is
entered into and effective as of this day of , "Date of Grant"), by and between ANI Pharmaceuticals, Inc. (the "Company")
and (the "Optionee").


 


A.The Company has adopted the ANI Pharmaceuticals,
Inc. Third Amended and Restated 2008 Stock Incentive Plan (the "Plan") authorizing the Board of Directors (the "Board")
of the Company, or a committee as provided for in the Plan (the Board or such a committee to be referred to as the "Committee"),
to grant incentive stock options to employees of the Company and its Subsidiaries (as defined in the Plan).


 


B.The Company desires to give the Optionee
an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by
granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.


 


Accordingly, the parties agree as follows:


 


1.Grant of Option.


 


The Company hereby grants to the Optionee
the right, privilege, and option (the "Option") to purchase ( ) shares (the "Option Shares") of the Company’s
common stock, $0.0001 par value (the "Common Stock"), according to the terms and subject to the conditions hereinafter
set forth and as set forth in the Plan. Subject to Section ‎9 of this Agreement, the Option is intended to be an "incentive
stock option," as that term is used in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").


 


2.Option Exercise Price.


 


The per share price to be paid by Optionee
in the event of an exercise of the Option will be $ , which represents 100% of the Fair Market Value of a share of Common Stock
on the Date of Grant, as determined in accordance with the Plan.


 


3.Duration of Option and Time of Exercise.


 


3.1Initial Period of Exercisability.
The Option will become exercisable with respect to the Option Shares [immediately/in installments]. [The following table sets forth
the initial dates of exercisability of each installment and the number of Option Shares as to which this Option will become exercisable
on such dates:


 


	Exercisability	 	Available for Exercise
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


[The foregoing rights to exercise this Option will be
cumulative with respect to the Option Shares becoming exercisable on each such date.] In no event will this Option be exercisable
after, and this Option will become void and expire as to all unexercised Option Shares at 5:00 p.m. Central time on (the "Time
of Termination").


 


3.2Termination of Employment.


 


(a)Termination Due to Death,
Disability or Retirement. In the event the Optionee’s employment with the Company and all Subsidiaries is terminated
by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of
such termination, for a period of one year after such termination (but in no event after the Time of Termination).


 






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(b)Termination for Reasons
Other Than Death, Disability or Retirement. In the event that the Optionee’s employment with the Company and all Subsidiaries
is terminated for any reason other than death, Disability or Retirement, or the Optionee is in the employ of a Subsidiary and the
Subsidiary ceases to be a Subsidiary of the Company (unless the Optionee continues in the employ of the Company or another Subsidiary),
all rights of the Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, and this Option
will no longer be exercisable; provided, however, that if such termination is due to any reason other than termination by the Company
or any Subsidiary for "cause" (as defined in the Plan), this Option will remain exercisable to the extent exercisable
as of such termination for a period of three months after such termination (but in no event after the Time of Termination).


 


(c)Breach of Employment,
Consulting, Confidentiality or Non-Compete Agreements. Notwithstanding anything in this Agreement to the contrary and in addition
to the rights of the Committee under Section ‎12.4 of the Plan, in the event that the Optionee materially breaches the
terms of any employment, consulting, confidentiality or non-compete agreement entered into with the Company or any Subsidiary (including
an employment, consulting, confidentiality or non-compete agreement made in connection with the grant of the Option), whether such
breach occurs before or after termination of the Optionee’s employment with the Company or any Subsidiary, the Committee
in its sole discretion may require the Optionee to surrender shares of Common Stock received, and to disgorge any profits (however
defined by the Committee), made or realized by the Optionee in connection with this Option or any shares issued upon the exercise
or vesting of this Option.


 


3.3Change in Control.
If a Change in Control (as defined in the Plan) of the Company occurs, this Option will become immediately exercisable in full
and will remain exercisable until the Time of Termination. In addition, if a Change in Control of the Company occurs, the Committee,
in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some
or all of the Option Shares, as of the effective date of any such Change in Control of the Company, cash in an amount equal to
the excess of the Fair Market Value (as defined in the Plan) of such Option Shares immediately prior to the effective date of such
Change in Control of the Company over the option exercise price per share of this Option (or, in the event that there is no excess,
that this Option will be terminated.


 


4.Manner of Option Exercise.


 


4.1Notice.
This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the
Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company
at its principal executive office in Baudette, Minnesota, of a written notice of exercise. Such notice must be in a form satisfactory
to the Committee, must identify the Option, must specify the number of Option Shares with respect to which the Option is being
exercised, and must be signed by the person or persons so exercising the Option.


 


Except as otherwise provided in Section ‎4.2 below, such
notice must be accompanied by payment in full of the total purchase price of the Option Shares purchased. In the event that the
Option is being exercised, as provided by the Plan and Section ‎3.2 above, by any person or persons other than the Optionee,
the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option. As soon as practicable
after the effective exercise of the Option, the Optionee will be recorded on the stock transfer books of the Company as the owner
of the Option Shares purchased, and the Company will deliver to the Optionee certificated or uncertificated ("book entry")
shares. In the event that the Option is being exercised, as provided by resolutions of the Committee and Section ‎4.2 below,
by tender of a Broker Exercise Notice, the Company will deliver such shares directly to the Optionee’s broker or dealer or
their nominee.


 


4.2Payment.


 


(a)At the time of exercise
of this Option, the Optionee must pay the total purchase price of the Option Shares to be purchased entirely in cash (including
check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions
established by the Committee, may allow such payments to be made, in whole or in part, by (i) tender of a Broker Exercise Notice;
(ii) by tender, or attestation as to ownership, of Previously Acquired Shares that are acceptable to the Committee; (iii) by a
"net exercise" of the Option (as described below); or (iv) by a combination of such methods.


 






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(b)In the event the Optionee
is permitted to pay the total purchase price of this Option in whole or in part with Previously Acquired Shares, the value of such
shares will be equal to their Fair Market Value on the date of exercise of this Option.


 


(c)In the case of a "net
exercise" of an Option, the Company will not require a payment of the exercise price of the Option from the Optionee but will
reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market
Value on the exercise date that does not exceed the aggregate exercise price for the shares exercised under this method.


 


(d)Shares of Common Stock
will no longer be issuable under this Option (and this Option will therefore not thereafter be exercisable) following the exercise
of such Option to the extent of (i) shares used to pay the exercise price of an Option under the "net exercise," (ii)
shares actually delivered to the Optionee as a result of such exercise and (iii) any shares withheld for purposes of tax withholding.


 


5.Rights of Optionee; Transferability.


 


5.1Employment.
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment
of the Optionee at any time, nor confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary
at any particular position or rate of pay or for any particular period of time.


 


5.2Rights as a Stockholder.
The Optionee will have no rights as a stockholder of the Company unless and until all conditions to the effective exercise of this
Option (including, without limitation, the conditions set forth in Sections ‎4 and ‎6 of this Agreement) have been satisfied
and the Optionee has become the holder of record of such shares. No adjustment will be made for dividends or distributions with
respect to this Option as to which there is a record date preceding the date the Optionee becomes the holder of record of such
shares, except as may otherwise be provided in the Plan or determined by the Committee in its sole discretion.


 


5.3Restrictions on Transfer.
Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no
right or interest of the Optionee in this Option prior to exercise may be assigned or transferred, or subjected to any lien, during
the lifetime of the Optionee, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. The
Optionee will, however, be entitled to designate a beneficiary to receive this Option upon such Optionee’s death, and, in
the event of the Optionee’s death, exercise of this Option (to the extent permitted pursuant to Section ‎3.2(a) of this
Agreement) may be made by the Optionee’s legal representatives, heirs and legatees.


 


6.Withholding Taxes.


 


The Company is entitled to (a) withhold
and deduct from future wages of the Optionee (or from other amounts that may be due and owing to the Optionee from the Company
or a Subsidiary), or make other arrangements for the collection of, all amounts the Company reasonably determines are necessary
to satisfy any and all federal, foreign, state and local withholding and employment-related tax requirements attributable to the
Option, including, without limitation, the grant, exercise or vesting of, this Option or a disqualifying disposition of any Option
Shares; (b) withhold cash paid or payable or shares of Common Stock from the shares issued or otherwise issuable to the Optionee
in connection with this Option; or (c) require the Optionee promptly to remit the amount of such withholding to the Company before
taking any action, including issuing any shares of Common Stock, with respect to this Option. Shares of Common Stock issued or
otherwise issuable to the Optionee in connection with this Option that gives rise to the tax withholding obligation that are withheld
for purposes of satisfying the Optionee’s withholding or employment-related tax obligation will be valued at their Fair Market
Value on the Tax Date.


 


7.Adjustments.


 


In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering,
divestiture or extraordinary dividend (including a spin-off), or any other similar change in the corporate structure or shares
of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors
of the surviving corporation), in order to prevent dilution or enlargement of the rights of the Optionee, will make appropriate
adjustment (which determination will be conclusive) as to the number and kind of securities or other property (including cash)
subject to, and the exercise price of, this Option.


 






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8.Stock Subject to Plan.


 


The Option and the Option Shares granted
and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms
of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement,
acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with
the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of
this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.


 


9.Incentive Stock Option Limitations.


 


9.1Limitation on Amount.
To the extent that the aggregate Fair Market Value (determined as of the date of grant) of the shares of Common Stock with respect
to which incentive stock options (within the meaning of Section 422 of the Code) are exercisable for the first time by the Optionee
during any calendar year (under the Plan and any other incentive stock option plans of the Company or any subsidiary or parent
corporation of the Company (within the meaning of the Code)) exceeds $100,000 (or such other amount as may be prescribed by the
Code from time to time), such excess incentive stock options will be treated as non-statutory stock options in the manner set forth
in the Plan.


 


9.2Limitation on Exercisability;
Disposition of Option Shares. Any incentive stock option that remains
unexercised more than one year following termination of employment by reason of death or disability or more than three months following
termination for any reason other than death or disability will thereafter be deemed to be a non-statutory stock option. In addition,
in the event that a disposition (as defined in Section 424(c) of the Code) of shares of Common Stock acquired pursuant to the exercise
of an incentive stock option occurs prior to the expiration of two years after its date of grant or the expiration of one year
after its date of exercise (a "disqualifying disposition"), such incentive stock option will, to the extent of such disqualifying
disposition, be treated in a manner similar to a non-statutory stock option.


 


9.3No Representation or Warranty.
Section 422 of the Code and the rules and regulations thereunder are complex, and neither the Plan nor this Agreement purports
to summarize or otherwise set forth all of the conditions that need to be satisfied in order for this Option to qualify as an incentive
stock option. In addition, this Option may contain terms and conditions that allow for exercise of this Option beyond the periods
permitted by Section 422 of the Code, including, without limitation, the periods described in Section ‎9.2 of this Agreement.
Accordingly, the Company makes no representation or warranty regarding whether the exercise of this Option will qualify as the
exercise of an incentive stock option, and the Company recommends that the Optionee consult with the Optionee’s own advisors
before making any determination regarding the exercise of this Option or the sale of the Option Shares.


 


10.Miscellaneous.


 


10.1Binding Effect.
This Agreement will be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.


 


10.2Governing Law.
This Agreement and all rights and obligations under this Agreement will be construed in accordance with the Plan and governed by
the laws of the State of Delaware, without regard to conflicts of laws provisions. Any legal proceeding related to this Agreement
will be brought in an appropriate Delaware court and the parties to this Agreement consent to the exclusive jurisdiction of the
court for this purpose.


 


10.3Entire Agreement.
This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the
grant and exercise of this Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and
understandings relating to the grant and exercise of this Option and the administration of the Plan.


 


10.4Amendment and Waiver.
Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed
by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.


 


10.5Construction.
Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision
of this Agreement is to any extent invalid under the applicable law, that provision will still be effective to the extent it remains
valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other
jurisdictions.


 






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10.6Counterparts.
For convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart to be
deemed an original instrument, and all such counterparts together to constitute the same agreement.


 


 


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The parties to this Agreement have executed
this Agreement effective the day and year first above written.


 













	 	ANI PHARMACEUTICALS,
    INC.
	 	 
	 	By: 	
	 	 	
	 	Its	 
	 	 	 
	 	OPTIONEE
	 	 
	By execution
    of this Agreement,	 
	the Optionee
    acknowledges having	Signature)
	received
    a copy of the Plan.	 	 
	 	 
	 	(Name and Address)
	 	 
	 	 
	 	 



 




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