NUTRITION 21 CHANGE OF CONTROL POLICY
1. Certain Definitions
(a) A "Change of Control" occurs when any person or group (an "Acquiring Person") first beneficially owns 25%
or more of (i) Nutrition 21's then outstanding common stock ("Common Stock") or
(ii) the total voting power represented by the outstanding Common Stock.
(b) Notwithstanding the foregoing, no person or entity shall become an "Acquiring Person" as the result of an
acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned by such person or entity to 25% or more of the shares of
Common Stock then outstanding, provided that if any person or group shall become the beneficial owner of 25%
or more of the Common Stock then outstanding by reason of share purchases by Nutrition 21 and shall, after
such share purchases by Nutrition 21, become the beneficial owner of any additional Common Stock constituting
1% or more of the Common Stock outstanding as of the close of business on the date that such person or entity
first becomes the beneficial owner of 25% or more of the Common Stock, then such person or entity shall be
deemed to be an "Acquiring Person."
2. "Covered Persons" are persons who at the time of the Change of Control serve as officers elected by the
Board, the Vice President of Technical Services and Scientific Affairs, and the Vice President of Corporate
3. If a Covered Person is terminated or resigns within 180 days after a Change in Control has occurred:
(a) the Covered Person will vest in all of his or her stock options and SAR's, and
(b) Nutrition 21 will pay to the Covered Person in a lump sum, within 30 days after termination or resignation:
i. 2.99 times the sum of his or her Base Compensation and Bonus in the calendar year prior to the Change in
ii. a gross up of all taxes on the payments in clause i. and on all successive gross-ups under this clause ii.