RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS
EXHIBIT
10.1
RESTRICTED
STOCK UNIT AGREEMENT FOR
DIRECTORS
THIS
RESTRICTED
STOCK UNIT AGREEMENT FOR DIRECTORS (the “Agreement”) is made effective as of
_______________ (the “Grant Date”) by and between Schiff Nutrition
International, Inc., a Delaware corporation hereinafter referred to as
“Company,” and ___________________________, a non-employee director of the
Company hereinafter referred to as “Director”:
WHEREAS,
the
Company wishes to afford the Director the opportunity to own shares of its
$0.01
par value Class A Common Stock;
WHEREAS,
the
Company wishes to carry out the automatic grant and other provisions contained
in the 2004
Incentive Award Plan, as amended
(the “Plan”), the
terms of which are hereby incorporated by reference and made a part of this
Agreement; and
WHEREAS,
the
Administrator of the Plan has determined that it would be to the advantage
and
best interest of the Company and its stockholders to issue the Units provided
for herein to the Director as an inducement to enter into or remain in the
service of the Company and as an incentive for increased efforts during such
service, and has advised the Company thereof and instructed the undersigned
officers to issue said Units.
NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereby agree as follows:
ARTICLE
I.
DEFINITIONS
Whenever
the
following terms are used in this Agreement, they shall have the meaning
specified below unless the context clearly indicates to the contrary. The
masculine pronoun shall include the feminine and neuter, and the singular
the
plural, where the context so indicates. Capitalized terms used but not defined
in this Agreement shall have the meaning ascribed to such terms in the
Plan.
Section
1.1. Administrator
“Administrator”
shall mean the entity that conducts the administration of the Plan (including
the issue of Units) as provided therein.
Section
1.2. Board
“Board”
shall
mean
the Board of Directors of the Company.
Section
1.3. Code
“Code”
shall
mean
the Internal Revenue Code of 1986, as amended.
Section
1.4. Common
Stock
“Common
Stock”
shall mean the Class A Common Stock of the Company, par value $0.01 per share,
and such other securities of the Company that may be substituted for Common
Stock pursuant to the Plan.
Section
1.5 Company
“Company”
shall
mean Schiff Nutrition International, Inc., a Delaware corporation, or any
successor corporation.
Section
1.6. Exchange
Act
“Exchange
Act”
shall mean the Securities Exchange Act of 1934, as amended.
Section
1.7. Payment
Date
“Payment
Date”
shall mean the date on which the shares of Common Stock underlying the vested
Units are issued to the Director, as provided in Section 3.5.
Section
1.8. Plan
“Plan”
shall
mean
the Schiff Nutrition International, Inc. 2004 Incentive Plan, as amended
and/or
restated from time to time.
Section
1.9. Rule
16b-3
“Rule
16b-3” shall
mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be
amended
from time to time.
Section
1.10. Secretary
“Secretary”
shall
mean the Secretary of the Company.
Section
1.11. Section
409A Change
in Control
“Section
409A
Change in Control” shall mean a Change in Control that qualifies as a “change in
the ownership or effective control,” or a “change in the ownership of a
substantial portion of assets,” of the Company (or the corporate successor
thereto), within the meaning of Code Section 409A(a)(2)(A)(v) and the Treasury
Regulations thereunder.
Section
1.12. Securities
Act
“Securities
Act”
shall mean the Securities Act of 1933, as amended.
Section
1.13. Termination
of
Directorship
“Termination
of
Directorship” shall mean Director’s “separation from service” (within the
meaning of Section 409A(a)(2)(A)(i) of the Code, as determined by the Secretary
of the Treasury) with the Company. The Administrator, in its absolute
discretion, shall determine the effect of all matters and questions relating
to
a Termination of Directorship, including without limitation, whether a
Termination of Directorship has occurred.
2
Section
1.14. Units
“Units”
shall
mean
the Restricted Stock Units, representing rights to acquire shares of Common
Stock subject to the vesting requirements and other conditions set forth
in this
Agreement, granted under this Agreement and the Plan.
ARTICLE
II.
GRAND
OF
RESTRICTED STOCK UNITS
Section
2.1. Grant
of Restricted
Stock Units
Effective
as of the
Grant Date, the Company grants to the Director ___________________ (________)
Units, with each Unit representing the right to receive one share of Common
Stock subject to the vesting requirements and other conditions set forth
in this
Agreement and the Plan. The value of the Units on the Grant Date, based on
the
Fair Market Value of the Common Stock on the Grant Date (as required by the
Plan), is [$40,000]1[$50,000]2[$60,000]3.
Section
2.2. Consideration
to
Company
In
partial consideration of the issuance of the Units by the Company, the Director
(i) agrees to render faithful and efficient services to the Company as a
member
of the Board for a period of at least one year from the Grant Date, (ii)
agrees
not to disclose or use, directly or indirectly, any proprietary or confidential
information concerning the Company so long as such information is proprietary
and/or confidential, except any disclosure or use that is for the benefit
of the
Company and is incidental to the Director's service with the Company, and
(iii)
agrees to abide by all of the terms and conditions of this Agreement and
the
Plan. Nothing in the Plan or this Agreement shall confer upon the Director
any
right to continue as a director of the Company.
Section
2.3. Rights
as a
Stockholder
Except
as otherwise provided herein, Director
shall not have any
of the rights or privileges of a stockholder of the Company with respect
to the
Units or the underlying shares of Common Stock (whether vested or unvested)
unless and until such time as the shares of Common Stock are issued to Director
following the vesting of Units.
1 Applicable
for the
Initial Non-employee Director Award granted in accordance with Section 4.3(a)
of
the Plan.
2 Applicable
for the
Annual Non-employee Director Award granted in accordance with Section 4.3(a)
of
the Plan.
3
Applicable for the
Three-Year Award granted in accordance with Section 4.3(b) of the
Plan.
3
ARTICLE
III.
VESTING
OF UNITS AND ISSUANCE OF SHARES
Section
3.1. Forfeiture
of Units
Upon
Director’s
Termination of Directorship, all unvested Units outstanding as of such
Termination of Directorship shall be automatically forfeited and cancelled,
without payment of any consideration therefore, effective as of the date
of such
Termination of Directorship.
Section
3.2. Vesting
(a) The
Units shall
vest [in three equal annual installments of 1/3 of the Units granted, with
the
first installment vesting on the first anniversary of the Grant Date, and
each
of the two subsequent annual installments vesting on the earlier of (i) the
anniversary of the Grant Date next following the last vesting date, or (ii)
the
date of the Company’s annual meeting of stockholders following the last vesting
date at which directors are elected that is held within 30 days of the
anniversary of the preceding year’s regular annual meeting of
stockholders,]4
[in full on the
last day of the Three Year Term,]5 conditioned
upon the Director’s continued service as a Board member through the applicable
vesting date. The vesting of the Units shall cease upon the Director’s
Termination of Directorship.
(b) By
resolution, the Administrator may, on such terms and conditions as it deems
appropriate, accelerated the vesting of the Units at any time or from time
to
time.
Section
3.3. General
Transfer
Restrictions
The
Director shall
not sell, exchange, transfer, alienate, hypothecate, pledge, encumber or
assign
any Units, or any rights with respect thereto. Unless otherwise permitted
by the
Administrator in accordance with the terms of the Plan, neither the Units
nor
any interest or right therein or part thereof shall be liable for the debts,
contracts, or engagements of the Director or his or her successors in interest
or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition
be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy)
and any attempted disposition thereof shall be null and void and of no
effect.
Section
3.4. Dividend
Equivalents
The
Company hereby
grants to Director dividend equivalents, representing the right to be paid
in
cash or shares of Common Stock, at the Committee’s election, with respect to
each Unit that vests pursuant to Section 3.2, in an amount equal to the
aggregate amount of normal cash dividends, if any, paid to the Company’s
stockholders on one share of Class A Common Stock where the record dates
for
such dividends paid occurred during the period from the Grant Date through
and
including the Payment Date (“Dividend Equivalents”). All Dividend Equivalents
shall terminate as of the Payment Date. Dividend Equivalents shall not be
paid
to Director for any Units that do not vest pursuant to Section 3.2.
4
Applicable for the
Initial Non-employee Director Award and the Annual Non-employee Director
Award
granted in accordance with Section 4.3(a) of the Plan.
5
Applicable for the
Three Year Award granted in accordance with Section 4.3(b) of the
Plan.
4
Section
3.5.
Issuance
of Shares
of Common Stock; Deferral Election.
(a) Subject
to Section
4.4, the Company shall issue to Director one share of Common Stock for each
Unit
that vests pursuant to Section 3.2 above.
(b) Subject
to
paragraph (c) of this Section 3.5, the shares of Common Stock issuable to
Director as a result of the vesting of Units in accordance with Section 3.1
shall be issued on a payment date determined by the Company that is within
5
days following the vesting date for such Units.
(c) Notwithstanding
paragraph (b) of this Section 3.5, Director shall have the right to make
a
timely election to defer the issuance of all or a portion of the shares of
Common Stock otherwise issuable to Director as a result of the Units vesting
pursuant to Section 3.2 in the form of the Deferral Election attached hereto
as
Schedule A (the “Deferral
Election”).
Any shares of
Common Stock, the issuance of which has been properly deferred by the Director
pursuant to a timely Deferral Election, shall be referred to herein as “Deferred
Shares.” Subject to compliance with Section 4.4, in the event Director makes a
timely Deferral Election, the Payment Date for such shares specified on the
Deferral Election shall be a date selected by the Company that is within
5
business days following the first to occur (unless otherwise specified in
the
Deferral Election as to (i) and/or (iv) below) of the following distribution
events:
(i) The
date
which is one hundred and twenty (120) days following the date of
the Director’s
Termination of Directorship (or, in the event Director is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, the date which
is
six months following Director’s Termination of Directorship);
(ii) The
date on which
Director becomes disabled (within the meaning of Treasury Regulation Section
1.162-27(e)(2)(v) or any successor regulation thereto);
(iii) The
date of
Director’s death;
(iv) The
date certain
specified by the Director on the Deferral Election; or
(v) For
the Deferred
Shares, the day immediately preceding a Section 409A Change in Control, as
applicable (and provided that a Termination of Directorship has occurred
in
connection with the Change in Control as set forth in Section 3.7(b)).
A
Deferral Election is only valid as to those shares of Common Stock as to
which
Director becomes entitled as a result of the vesting of Units.
Also
on each Payment Date,
in satisfaction
of all Dividend Equivalents granted to Director under this Agreement, the
Company shall pay to Director in cash or shares of Common Stock, at the election
of the Company, an amount equal to the Dividend Equivalents relating to the
number of shares of Common Stock actually paid and issued to Director on
such
Payment Date in respect of Director’s vested Units.
Section
3.6.
Changes
to Form or
Time of Distribution
Except
as otherwise
provided herein, the time and form of distribution of shares of Common Stock
with respect to the vested Units under this Agreement shall be as set forth
in
the this Agreement and if applicable, the Deferral Election, and may only
be
changed in compliance with the requirements of Section 409A(a)(4)(C) of the
Code
and the Treasury Regulations thereunder, and only with the prior written
consent
of the Company’s General Counsel.
5
Section
3.7.
Accelerated
Vesting
and Distribution in Connection with a Change in Control
(a) Notwithstanding
Section 3.2., in the event of a Change in Control while Director continues
to
serve as a director of the Company, the vesting of the Units shall accelerate
and shall vest in full effective as of the day immediately preceding any
Change
in Control.
(b) All
shares of
Common Stock issuable with respect to Units that vest in accordance with
Section
3.7(a) shall be distributed to Director on the day immediately preceding
a
Change in Control;
provided,
however,
that any Deferred
Shares shall only be distributed pursuant to this Section 3.7(b) if the Change
in Control is a Section 409A Change in Control and a Termination of Directorship
has occurred in connection with the Change in Control.
ARTICLE
IV.
OTHER
PROVISIONS
Section
4.1. Administration
The
Administrator
shall have the power to interpret the Plan and this Agreement and to adopt
such
rules for the administration, interpretation and application of the Plan
as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Administrator
in
good faith shall be final and binding upon the Director, the Company and
all
other interested persons. No member of the Administrator nor the General
Counsel
or Secretary of the Company shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,
this Agreement or the Units.
Section
4.2. Withholding
Taxes
Director
agrees
that in the event the issuance of the Units or the shares of Common Stock
underlying the Units, or the vesting of the Units, results in the Director’s
realization of income which for federal, state or local income or employment
tax
purposes is, in the opinion of the Company, subject to withholding of tax
at
source by the Company, the Director will pay to the Company an amount equal
to
such withholding tax or the Company may withhold such amount from the Director’s
fees. The Administrator, in its sole discretion, may also permit the surrender
to the Company of shares of Common Stock issuable pursuant to this Agreement
in
payment of the tax withholding obligation to the extent permitted by law
and the
Plan and provided such surrender will not result in any adverse accounting
consequences to the Company.
Section
4.3. Adjustment
for
Stock Split, etc.
In
the event of any stock
dividend,
stock split, reverse stock split, distribution of Company assets to stockholders
(other than normal cash dividends), recapitalization, combination,
reclassification, or similar change in the capital structure of the
Company,
the Administrator
shall make appropriate and equitable adjustments in the Dividend Equivalents,
Units, and/or shares of Common stock issuable with respect thereto, consistent
with the terms of the Plan. The provisions of this Agreement shall apply,
to the
full extent set forth herein with respect to the Dividend Equivalents, Units
and
the shares of Common Stock issuable with respect thereto, to any and all
shares
of capital stock or other securities which may be issued in respect of, in
exchange for, or in substitution of the Units, and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.
6
Section
4.4. Conditions
to
Issuance of Stock Certificates or Electronic Delivery of the
Shares
The
shares of
Common Stock issuable under this Agreement, or any portion thereof, may be
either previously authorized but unissued shares or issued shares of Common
Stock that have then been reacquired by the Company. The Company shall not
be
required to issue, deliver any certificate or certificates or electronically
deliver any shares of Common Stock with respect to the Units or any portion
thereof prior to fulfillment of all of the following conditions:
(a) The
admission of
such shares to listing on all stock exchanges on which such class of stock
is
then listed;
(b) The
completion and
continued availability of any registration or other qualification of such
shares, or an exemption for issuance of such shares, under any state or federal
law or under rulings or regulations of the Securities and Exchange Commission
or
of any other governmental regulatory body, which the Administrator shall,
in its
absolute discretion, deem necessary or advisable;
(c) The
obtaining of
any approval or other clearance from any state or federal governmental agency
which the Administrator shall, in its absolute discretion, determine to be
necessary or advisable;
(d) The
receipt by the
Company of all amounts which, under federal, state or local (or applicable
foreign) tax laws, it is required to withhold upon the issuance of such shares;
and
(e) The
lapse of such
reasonable period of time following the Payment Date as the Administrator
may
from time to time establish for reasons of administrative
convenience.
Section
4.5. Limitations
Applicable to Section 16 Persons.
Notwithstanding
any
other provision of the Plan or this Agreement, the Units and this Agreement
shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including any amendment
to
Rule 16b-3) that are requirements for the application of such exemptive rule.
To
the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive
rule.
Section
4.6. Notices
Any
notice to be
given under the terms of this Agreement to the Company shall be addressed
to the
Company in care of its Secretary, and any notice to be given to the Director
shall be addressed to the Director at the address given beneath his signature
hereto. By a notice given pursuant to this Section 4.6 either party may
hereafter designate a different address for notices to be given. Any notice,
which is required to be given to the Director, shall, if the Director is
then
deceased, be given to the Director’s personal representative if such
representative has previously informed the Company of such status and address
by
written notice under this Section 4.6. Any notice shall be deemed duly given
when delivered in person or enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office
or
branch post office regularly maintained by the United States Postal
Service.
Section
4.7. Titles
Titles
are provided
herein for convenience only and are not to serve as a basis for interpretation
or construction of this Agreement.
7
Section
4.8. Construction
This
Agreement
shall be administered, interpreted and enforced under the laws of the State
of
Delaware.
Section
4.9. Conformity
to
Securities Laws
Director
acknowledges that the Plan and this Agreement are intended to conform to
the
extent necessary with all provisions of the Securities Act and the Exchange
Act
and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, and state securities laws and regulations.
Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the Units and shares of Common Stock issuable with respect thereto are
to be
issued, only in such a manner as to conform to such laws, rules and regulations.
To the extent permitted by applicable law, the Plan and this Agreement shall
be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.
Section
4.10. Amendments
This
Agreement may
not be modified or amended in any way that adversely affects the Director’s
rights hereunder, except by an instrument in writing signed by the Director
and
by a duly authorized representative of the Company.
Section
4.11. Successors
and
Assigns
The
Company may
assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement shall inure to the benefit of the successors and assigns
of
the Company. Subject to the restrictions on transfer herein set forth, this
Agreement shall be binding upon Director and his or her heirs, executors,
administrators, successors and assigns.
Section
4.12. Compliance
in Form
and Operation with 409A of the Code
This
Agreement, the
Deferral Election and the Units are intended to comply with Section 409A
of the
Code and the Treasury Regulations thereunder, and Section 162(m) of the Code
and
the Treasury Regulations thereunder, and shall be interpreted in a manner
consistent with that intention.
Section
4.13. Unfunded
Obligations
The
obligations of
the Company under the Plan and this Agreement shall be unfunded and unsecured,
and nothing contained herein shall be construed as providing for assets to
be
held in trust or escrow or any other form of segregation of the assets of
the
Company for the benefit of Director or any other person. Director shall have
only the rights of a general, unsecured creditor of the Company with respect
to
the Units, unless and until shares of Common Stock shall be distributed to
Director under the terms and conditions of this Agreement.
[Signature
Page
Follows]
8
IN
WITNESS WHEREOF, this RESTRICTED STOCK UNIT AGREEMENT FOR DIRECTORS has been
executed and delivered by the parties hereto.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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DIRECTOR
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Name:
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Address:
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9
SCHEDULE
A
DEFERRAL
ELECTION
REGARDING
RECEIPT OF RESTRICTED SHARES OR RESTRICTED STOCK UNITS
AND
THE
DEFERRAL TERMS OF ANY RESTRICTED STOCK UNITS
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Name
of Director:______________________________________
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Grant
Date: _________________________
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I
understand that
in accordance with the terms of the Schiff Nutrition International, Inc.
2004
Incentive Award Plan, as amended (the “Plan”),
I will be
awarded either shares of Restricted Stock (“Restricted Shares”) or Restricted
Stock Units (“Units”),
as elected by
me, by Schiff Nutrition International, Inc. (the “Company”)
on the Grant
Date specified above. The Restricted Shares and the Units will have a value
on
the Grant Date equal to [$40,000]6[$50,000]7[$60,000]8,
based on the Fair
Market Value of the Common Stock on the Grant Date (as required by the Plan),
and will vest based on my continued service on the Board of the Company.
Capitalized terms used but not defined in this Deferral Election shall have
the
meaning ascribed to such terms in the Plan or the Agreement.
I
understand that
this form is to be completed and executed by me: (i) to specify my election
as
to whether to receive Restricted Shares or Units on the Grant Date; and (ii)
if
I elect to receive Units, to specify my election (the “Deferral Election”) to
defer the receipt of any shares of Class A Common Stock of Schiff Nutritional
International, Inc. issuable as a result of the vesting of the Units, including
shares issuable from the Dividend Equivalents, if any, granted in connection
with such Units. Reference herein to Units includes reference to the Dividend
Equivalents granted in connection with the Units.
I
have been
provided with the form of Restricted Stock Unit Agreement for Directors that
would evidence the Units and the form of Restricted Stock Agreement for
Directors that would evidence the Restricted Shares (collectively, the
“Agreement”),
and I
understand that the Agreement contains important terms and conditions concerning
my Units or Restricted Shares, as applicable, and I am familiar with such
terms
and conditions.
I
understand that
in order for my Deferral Election to be effective, I
must make
my election no later than ____________________.
If I do not timely
complete and return this Deferral Election form within such time period,
then I
will be issued Restricted Shares on the Grant Date.
I
understand that
my election as to whether to receive Restricted Shares or Units, and my election
regarding my deferred receipt of the shares of Class A Common Stock issuable
upon vesting of the Units (the “Deferred
Shares”),
if applicable,
will result in varying taxable events and effects and I have considered this
and
the Company’s policies regarding trading blackout periods in making this
election. I further understand that in general I will not be able to make
any
change to my Deferral Elections set forth in this form.
6 Applicable
for the
Initial Non-employee Director Award granted in accordance with Section 4.3(a)
of
the Plan.
7 Applicable
for the
Annual Non-employee Director Award granted in accordance with Section 4.3(a)
of
the Plan.
8 Applicable
for the
Three Year Award granted in accordance with Section 4.3(b) of the
Plan.
10
I
understand that
my elections set forth in this Deferral Election regarding Units apply only
with
respect to the shares of Common Stock issuable to me as result of the vesting
of
my Units, as elected, and that such election will not effect the issuance
of any
other shares of Class A Common Stock pursuant to any other award I may have
received in the past or may receive in the future.
| Deferral |
Election
Regarding Receipt of Restricted Shares or Units
|
I
hereby
elect to receive the following award on the Grant Date:
(please
place an
x
next to one
choice):
______
Restricted Shares; or
______ Units
(Please
complete
the following section entitled “Deferral Election Regarding Units” if you have
elected to receive Units. If you elected to receive Restricted Shares, no
further elections are required and you are to please sign the form and return
it
as indicated).
| Deferral |
Election
Regarding Units
|
(The
following
deferral elections are only applicable, and need to be completed, if you
have
elected to receive Units. Please complete Sections 1 and 2 below and then
sign
the form and return it as indicated.)
1.
Number
of shares to be Deferred:
____
I
herby elect to defer the issuance of the following percentage of the shares
of
Class A Common Stock that become issuable to me upon the vesting of my Units:
Deferral
Percentage:
_________%
(The
Deferral
Percentage is the percentage of the Units that vest and become issuable as
shares of Class A Common Stock, the receipt of which shares is being deferred
by
this election. This percentage must be a whole percentage from 0% to 100%.)
2.
Date
when Deferred Shares are to be Issued:
I
hereby
elect that the Deferred Shares shall be issued to me within five (5) business
days following:
(please
place an
x
next to one
choice):
____
The
date which is one hundred and twenty (120) days following the date
of my
Termination of Directorship (or,
in the event I
am a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Code, the date which is six months following my Termination of
Directorship);
or
11
____
The
following date __________________________, (please
specify the
date you would like the Deferred Shares issued to you; this date must be
after
the vesting date for the Units); or
____
The
date which is the earlier of (A) the date which is one hundred and twenty
(120)
days following the date of my
Termination of Directorship (or,
in the event I
am a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Code, the date which is six months following my Termination of
Directorship);
or
(B) the
following date __________________________, (please
specify the
date you would like the Deferred Shares issued to you; this date must be
after
the vesting date for the Units);
or
____
The
date which is the later of (A) the date which is one hundred and twenty (120)
days following the date of my
Termination of Directorship (or,
in the event I
am a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Code, the date which is six months following my Termination of
Directorship);
or
(B) the
following date __________________________, (please
specify the
date you would like the Deferred Shares issued to you; this date must be
after
the vesting date for the Units).
I
understand that
if I do not make an election as to when the Deferred Shares are to be issued,
the Deferred Shares will be issued to me within five (5) business days following
the date which is one hundred and twenty (120) days following my Termination
of
Directorship (or, in the event I am a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Code, the date which is six months following
my
Termination of Directorship).
I
understand,
however, that my Deferred Shares will be issued to me sooner than elected
above,
in the event I die or become disabled (within the meaning of Treasury Regulation
Section 1.162-27(e)(2)(v) or any successor regulation thereto) prior to the
date
elected above, in which case the Deferred Shares will be issued to me on
the
date of my death or on the date as of which I become disabled (within the
meaning of Treasury Regulation Section 1.162-27(e)(2)(v) or any successor
regulation thereto), as applicable. I also understand that in the event of
a
Section 409A Change in Control (as defined in the Restricted Stock Unit
Agreement) prior to the issuance of my Deferred Shares, the issuance of my
Deferred Shares will be accelerated in accordance with the provisions of
the
Restricted Stock Unit Agreement.
| Authorization |
|
I
acknowledge
that I
have reviewed the Plan, the Agreement, and this Deferral Election in
their
entirety, have had an opportunity to obtain the advice of counsel prior
to
executing this Deferral Election, and fully understand all provisions
of the
Plan, the Agreement and this Deferral Election and agree to be bound
by them.
|
DIRECTOR:
|
|
|
By:
|
|
|
Print
Name:
|
|
|
Address:
|
|
|
Date:
|
Reminder:
You must
return this Deferral Election to the General Counsel of
Schiff Nutrition
International, Inc. on or before _____________.
12