AWARD AGREEMENT
Exhibit
4.1
THIS
AGREEMENT,
made as
of December 1, 2005,
by and
between Nutrition 21, Inc., a New York corporation, 0 Xxxxxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000 (the “Company”), and Xxxx X. XxXxxxx, 0 Xxxx Xxxxx
Xxxxx Xxxx, Xxxxx Xxxx, XX 00000 (the “Grantee”).
WITNESSETH:
WHEREAS,
the
Grantee is now an employee of the Company and the Company desires to afford
the
Grantee an opportunity to acquire, or enlarge, stock ownership in the Company
so
that the Grantee may have a direct proprietary interest in the Company’s
success:
NOW,
THEREFORE, in
consideration of the covenants and agreements herein contained, the parties
hereto hereby agree as follows:
1. |
Grant
of Award. Pursuant to the provisions of the Nutrition 21, Inc. 2005
Stock
Options Plan (the “Plan”), the Company hereby grants to the Grantee,
subject to the terms and conditions of the Plan and subject further
to the
terms and conditions herein set forth, the
following:
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(a) |
The
right, pursuant to the Plan, to purchase from the Company all or
any part
of an aggregate of 160,000 shares of Common Stock ($.005 par value)
of the
Company at the purchase price of $0.69 per share (the “Stock Options”).
The Stock Options are intended to be Incentive Stock Options under
Section
422 of the Internal Revenue Code of 1986, as
amended.
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(i) |
Such
Stock Options shall vest and be exercisable as to 1/4 of such
shares on
December 1, 2005 (the “Grant Date”), and an additional 1/4 of such shares
on the first, second and third anniversaries of the Grant Date
of such
Stock Options.
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(ii) |
Such
Stock Options shall expire ten (10) years from the date of grant
or 89
days after termination of employment, whichever is earlier.
|
(iii) |
Any
exercise of such Stock Options shall be accompanied by a written
notice to
the Company specifying the number of shares as to which the Stock
Options
are being exercised.
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(iv) |
At
the time of any exercise, the purchase price shall be paid in
cash, unless
the Company offers a cashless exercise alternative. In that event,
Grantee
may elect to pay in cash or use the cashless exercise alternative.
The
purchase price equals the number of shares as to which the Stock
Options
are being exercised multiplied by the purchase price per share.
The
Company will make all necessary tax withholding at the time of
exercise,
in the manner and to the extent provided for by
law.
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(v) |
The
Stock Options are not transferable other than by will or by the
laws of
descent and distribution. During the lifetime of Grantee, the
Stock
Options shall be exercisable only by the
Grantee.
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(vi) |
The
Grantee shall have no rights as a stockholder with respect to
any shares
of Common Stock subject to the Stock Options prior to the date
of issuance
of a certificate or certificates for such
shares.
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2. |
Sale
of Shares. Employee agrees to advise the company of the sale of shares
acquired by exercise of Stock Options, including the date(s) of sale,
number of shares and price(s).
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3. |
Compliance
With Law and Regulations. This award and the obligations of the Company
hereunder, shall be subject to all governmental laws, rules and
regulations and to such approvals by any government or regulatory
agency
as may be required.
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4. |
Grantee
Bound By Plan. The Grantee hereby acknowledges receipt of a copy
of the
Plan and agrees to be bound by all the terms and provisions thereof.
To
the extent that this agreement is silent with respect to, or in any
way
inconsistent with the terms of the Plan, the provisions of the Plan
shall
govern.
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5. |
Notices.
Any notices hereunder to the Company shall be sent to the following
address: Nutrition 21, Inc., 0 Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, XX
00000,
XXX, Attention: General Counsel; and any notice hereunder to the
Grantee
shall be sent to Grantee at Grantee’s residence or work
location.
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6. |
This
Agreement is subject to Grantee’s actual start of employment with the
Company in
accordance with the terms and conditions of employment between the
Company
and Grantee.
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IN
WITNESS WHEREOF, Nutrition
21, Inc. has caused this Agreement to be executed by an authorized officer
of
the Company and the Grantee has executed this Agreement, both as of the day
and
year first above written.
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By: | /s/ Xxxxxxxx X. Xxxxx | |
General Counsel |
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By: | /s/ Xxxx XxXxxxx | |
Grantee |
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