NUTRITION 21, INC. STOCK AWARD AGREEMENT
Exhibit
10.02
NUTRITION
21, INC.
This
Stock Award Agreement (the “Agreement”) is made as of _______________ (the
“Effective Date”), by and between Nutrition 21, Inc., a New York corporation
(the “Company”), and
________________________________________________________________ (the
“Awardee”).
In
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Grant
of Shares.
The
Company hereby grants to Awardee ____________ restricted shares of the Company's
common stock (the “Award Shares”), subject to the terms and conditions of this
Agreement.
2. Vesting.
Unless
the Award Shares have been forfeited earlier pursuant to Section 3 hereof,
one-third of the Award Shares shall vest on each of the first three
anniversaries of the Effective Date.
3. Forfeiture.
All
Award
Shares which have not vested prior to the date on which Awardee’s employment has
been terminated for any reason (including Awardee’s resignation, death or
disability, or termination by the Company with or without cause) shall be
automatically forfeited on the date of termination.
4. Issuance
of Award Shares Upon Vesting. The
Company shall deliver to the Awardee one or more stock certificates representing
Award Shares within 30 days of the date on which such shares become vested.
Such
stock certificates shall not include any fractional shares and shall not be
issued for any Award Shares which have not vested in accordance with the terms
and upon the conditions of this Agreement.
5. Stock
Certificates.
The
stock certificates evidencing the Award Shares shall be registered on the
Company’s books in the name of the Awardee. The Company shall retain physical
possession of such certificates until the Award Shares represented by such
certificates become vested. If the Award Shares are forfeited, the Company
will
cause the Award Shares to be canceled or retired. Except as otherwise provided
in Section 6, the Awardee shall be entitled to all rights of a stockholder
of
the Company, including the right to vote the Award Shares and to receive
dividends and/or other distributions declared on such shares, prior to the
date
or dates on which such shares vest.
6. Transferability
Restrictions.
(a)
To
the extent that the Award Shares have not vested, they are not transferable
by
the Awardee, whether by sale, assignment, exchange, pledge, or hypothecation,
or
by operation of law or otherwise.
(b)
Awardee represents that Awardee will on vesting acquire the Award Shares for
his
or her own account and not on behalf of others. Federal and state securities
laws govern and restrict the right to offer, sell or otherwise dispose of any
Award Shares (even if vested) unless otherwise covered by a Form S-8 or unless
the offer, sale or other disposition thereof is otherwise registered under
the
Securities Act of 1933, as amended, (the "1933 Act") and state securities laws
or, in the opinion of the Company's counsel, such offer, sales or other
disposition is exempt from registration thereunder. The Company is not required
to file a Form S-8 or any other registration statement. Awardee will in no
event
offer, sell or otherwise dispose of any Award Shares in any manner which would:
(i) require the Company to file any registration statement (or similar filing
under state laws) with the Securities and Exchange Commission or to amend or
supplement any such filing or (ii) violate or cause the Company to violate
the
1933 Act, the rules and regulations promulgated thereunder or any other state
or
federal law.
(c)
Stock
certificates representing the Award Shares shall bear legends in substantially
the following form, in addition to any other legends that may be required under
federal or state securities laws:
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"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RESTRICTED
STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED OWNER
OF THIS
CERTIFICATE (OR HIS PREDECESSOR IN INTEREST). COPIES OF SAID AGREEMENT
MAY
BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY
BY THE
REGISTERED OWNER HEREOF."
|
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“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED
OR
OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED
IN
ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR IN
THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SUCH REGISTRATION
AND
QUALIFICATION ARE NOT REQUIRED.”
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(d)
The
Company shall not be required to transfer on its books any of the Award Shares
that shall have been sold or transferred in violation of any of the provisions
set forth in this Agreement, or to treat any transferee to whom such shares
have
been so sold or transferred as a stockholder of the Company.
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7. Not
a Contract for Employment. No
rights
to continued employment with the Company shall be construed as arising under
the
terms of this Agreement.
8. Tax
Matters.
Awardee
should immediately discuss the grants in this Agreement with their personal
tax
advisors. These advisors may advise that Awardee file a “Section 83 Election.”
These advisors may determine that the Election can only be filed within the
first 30 days after the date of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
| NUTRITION 21, INC. | |
| By: | |
| Name: | |
| Title: | |
| AWARDEE: | |
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