NUTRITION 21, INC. AWARD AGREEMENT
NUTRITION
21, INC.
THIS
AGREEMENT,
made as
of _________,
by and
between Nutrition 21, Inc., a New York corporation (the “Company”), and Xxxxxxx
X. Xxxxx (the “Grantee”).
WITNESSETH:
WHEREAS,
the
Company desires to induce Grantee to become employed by the Company as its
President and Chief Executive Officer and to join the Company’s Board of
Directors, and the Company desires to afford the Grantee an opportunity to
acquire 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. 2002
Inducement Stock Option 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:
(a) the
right, pursuant to the Plan, to purchase from the Company all or any part of
an
aggregate of 1,000,000 shares of Common Stock ($.005 par value) of the Company
at the purchase price of $0.36 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,
to
the extent permitted by law.
(i) The
Stock
Options will vest (i) one-third on each anniversary of July 14, 2008 so long
as
on such anniversary the Grantee continues to be employed by the Company, or
(ii), if earlier, on the Grantee’s death or permanent disability.
(ii) Whether
or not vested, the Stock Options will expire on the earlier of 89 days after
termination of Grantee’s employment (for any reason or for no reason and whether
or not for cause) or 10 years after the date of grant.
(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.
(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.
(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.
(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
such
shares.
2. |
Sale
of Shares. Grantee 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.
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Notices.
Any notices hereunder to the Company shall be sent to the following
address: Nutrition 21, Inc., 0 Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, XX
00000,
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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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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General
Counsel
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______________________________
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Grantee
Signature
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