0001144204-08-039977 Sample Contracts

Confidentiality and Non-Compete Agreement
Non-Compete Agreement • July 15th, 2008 • Nutrition 21 Inc • Biological products, (no disgnostic substances) • New York

Effective July 14, 2008 Michael A. Zeher (the “Executive”) will become President and Chief Executive Officer of Nutrition 21, Inc., a New York corporation (the “Company”).

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NUTRITION 21, INC. AWARD AGREEMENT
Award Agreement • July 15th, 2008 • Nutrition 21 Inc • Biological products, (no disgnostic substances)

THIS AGREEMENT, made as of _________, by and between Nutrition 21, Inc., a New York corporation (the “Company”), and Michael A. Zeher (the “Grantee”).

July 2, 2008 Michael A. Zeher Missoula, Montana 59808 Dear Mr. Zeher: This Letter Agreement (“Agreement”) sets forth the terms on which you are to be employed by Nutrition 21, Inc. (the “Company”).
Letter Agreement • July 15th, 2008 • Nutrition 21 Inc • Biological products, (no disgnostic substances)

Notwithstanding any of the foregoing, in the event the Company or a controlling interest in the Company is sold, majority control in the Company changes for any reason, or the Company is liquidated or is subject to an assignment for the benefit of creditors or files for protection under the United States Bankruptcy code, all of the Stock Options referred to above shall immediately vest to you without regard to the length of time you may have been employed.

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