NUTRITION 21, INC.
2001 STOCK OPTION PLAN
There is hereby established a 2001 Stock Option Plan (the "Plan"). The Plan provides for the grant to employees,
consultants and others who perform services for Nutrition 21, Inc. (the "Company") or its subsidiaries, other than
directors of the Company and officers elected by the board of directors of the Company, of options ("Options")
to purchase shares of common stock of the Company ("Common Stock").
1. PURPOSE. The purpose of the Plan is to provide additional incentive to the employees, consultants and
others who render services to the Company, other than directors of the Company and officers elected by the
board of directors of the Company, who are responsible for the management or growth of the Company, or
otherwise contribute to the conduct and direction of its business, operations and affairs. It is intended that
Options granted under the Plan strengthen the desire of such persons to join and remain in the employ of (or in
the rendering of services to) the Company and stimulate their efforts on behalf of the Company.
2. THE STOCK. The aggregate number of shares of Common Stock which may be subject to Options shall not
exceed 2,500,000. Such shares may be either authorized and unissued shares, or treasury shares. If any Option
granted under the Plan shall expire, terminate or be canceled for any reason without having been exercised in full,
the corresponding number of unpurchased shares shall again be available for the purposes of the Plan. The
preceding sentence shall apply only for purposes of determining the aggregate number of shares of Common
Stock subject to options, but shall not apply for purposes of determining the maximum number of shares of
Common Stock with respect to which Options that may be granted to any person participating in the Plan.
3. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by a committee or committees (the "Committee") which shall be appointed by
the Board of Directors of the C