NUTRITION 21, INC. 2005 STOCK PLAN
1. ARTICLE I General
1.1. Purpose. The purpose of the Plan is to provide additional incentive to officers, directors, employees and
others who render services to NUTRITION 21, INC. ("Corporation"). It is intended that Awards granted under
the Plan strengthen the desire of such persons to join and remain in the employ of the Corporation, or otherwise
render services to the Corporation, and stimulate their efforts on behalf of the Corporation.
1.2. Term. No Award shall be granted under the Plan after the close of business on the day immediately
preceding the 10-year anniversary of the adoption of the plan. Subject to other applicable provisions of the Plan,
all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have
been satisfied or terminated in accordance with the Plan and the terms of such Awards.
1.3. Shares Subject to the Plan. Subject to adjustments as provided in Article IX, the number of shares of Stock
that may be delivered, purchased or used for reference purposes (with respect to SARs or Stock Units) with
respect to Awards granted under the Plan shall be 5,000,000 shares. If any Award, or portion of an Award,
under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated,
surrendered or canceled as to any shares without the delivery of shares of Stock or other consideration, the
shares subject to such Award shall thereafter be available for further Awards under the Plan.
2. ARTICLE II Definitions; For purposes of the Plan, the following terms shall be defined as set forth below.
2.1. Administrator means the Special Stock Option Committee or any other committee of one or more persons
which is designated by the Board as the "Administrator."
2.2. Award means any Stock Options (including ISOs and NSOs), SARs (including free-standing and tandem
SARs), Restricted Stock Awards, Stock Units, or any combination of the foregoing grant