NUTRITION 21, INC. AWARD AGREEMENT
Exhibit
10.2
NUTRITION
21, INC.
THIS
AGREEMENT,
made as
of December 17, 2007 by and between Nutrition 21, Inc., a New York corporation
(the “Company”) and ________________
(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 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 ______ shares of Common Stock ($.005 par value) of the Company
at
the purchase price of $0.72 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.
(i) Such
Stock Options shall vest and be exercisable as to one-third of such shares
on
the first anniversary of December 17, 2007 (the “Grant Date”), and as to an
additional one-third of such shares on the second and third anniversaries of
the
Grant Date of such Stock Options.
(ii) Such
Stock Options shall expire ten (10) years from the Grant Date 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.
(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
a
certificate or certificates for 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).
2. 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.
3. 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.
4. 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:
Vice President Legal; and any notice hereunder to the Grantee shall be sent
to
Grantee at Grantee’s residence or work location.
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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Grantee/Employee Signature |
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