NUTRITION 21, INC. AWARD AGREEMENT
Exhibit
10.03
NUTRITION
21, INC.
THIS
AGREEMENT,
made as
of «Grant_Date»,
by and
between Nutrition 21, Inc., a New York corporation, 0 Xxxxxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000 (the “Company”), and «First_Last_Name
and address»
(the
“Grantee”).
WITNESSETH:
WHEREAS,
the
Grantee is now an employee or consultant 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. [Stock Option Plan
or 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 «Total_Options»
shares
of Common Stock ($.005 par value) of the Company at the purchase price of
«Grant_Price» 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 anniversary of «Grant_Date»
(the
“Grant Date”), and as to an additional one-third of such shares on the second
and third anniversaries of the Grant Date.
(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. 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).
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.
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.
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.
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.
| By ______________________________ | |
|
General
Counsel
|
|
|
______________________________
|
|
|
Grantee/Employee
Signature
|
