JACLYN, INC. EXHIBIT 10(aa)
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION CONTRACT
THIS NON-QUALIFIED STOCK OPTION CONTRACT entered into as of the 12th day of June, 2000,
between JACLYN, INC., a Delaware corporation (the "Company"), and Norman Axelrod (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the terms and conditions of the 1996 Non-Employee Director Stock
Option Plan of the Company (the "Plan"), grants
as of June 12th, 2000 to the Optionee an option to purchase an aggregate of 2,000 shares of the Common
Stock, $1.00 par value per share, of the Company ("Common Stock"), at $2.5625 per share, being 100% of the
fair market value of such shares of Common Stock on such date.
2. The term of this option shall be 10 years, subject to earlier termination as provided in the Plan. This option
shall be exercisable immediately as to 100% of the number of shares of Common Stock subject hereto;
provided, that this option shall not be exercisable at any time in an amount less than 100 shares (or the remaining
shares covered hereby if less than 100 shares).
3. This option shall be exercised by giving written notice to the Company at its principal office, presently 635
59th Street, West New York, New Jersey 07093, Attention: Chief Financial Officer, stating that the Optionee is
exercising this option, specifying the number of shares being purchased and accompanied by payment in full of the
aggregate purchase price therefor (a) in cash or by certified check, (b) with previously acquired shares of
Common Stock having an aggregate fair market value on the date of exercise (determined in accordance with
Article 5 of the Plan) equal to the aggregate exercise price of all options being exercised, or (c) any combination
of the foregoing. In addition, the Optionee agrees to pay to the Company in cash, upon demand, the amount, if
any, which the Company determines is necessary to satisfy its obligation to withhold federal, state and local