EXHIBIT 10.16B
SYNUTRA INTERNATIONAL,
INC.
2008 STOCK INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED STOCK OPTION
AGREEMENT (this “
Option Agreement ”) dated _____________________ by and
between Synutra International, Inc., a Delaware corporation (the
“ Corporation ”), and
___________________________ (the “ Grantee ”)
evidences the nonqualified stock option (the
“Option” ) granted by the Corporation to the
Grantee as to the number of shares of the Corporation’s
Common Stock first set forth below.
|
Number of Shares of Common Stock
: 1
|
_______
|
|
Award Date: __________________
|
|
Exercise Price per Share
: 1
|
$________
|
|
Expiration Date:
1,2
_____________
|
|
Vesting 1,2 [ The Option shall become vested as to 25% of the
total number of shares of Common Stock subject to the Option on the
first anniversary of the Award Date. The remaining 75%
of the total number of shares of Common Stock subject to the Option
shall become vested in 36 substantially equal monthly installments,
with the first installment vesting on the last day of the month
following the month in which the first anniversary of the Award
Date occurs and an additional installment vesting on the last day
of each of the 35 months thereafter. ]
|
The Option is granted under the Synutra
International, Inc. 2008 Stock Incentive Plan (the “
Plan ”) and subject to the Terms and Conditions of
Nonqualified Stock Option (the “ Terms ”)
attached to this Option Agreement (incorporated herein by this
reference) and to the Plan. The Option has been granted
to the Grantee in addition to, and not in lieu of, any other form
of compensation otherwise payable or to be paid to the
Grantee. Capitalized terms are defined in the Plan if
not defined herein. The parties agree to the terms of
the Option set forth herein. The Grantee acknowledges
receipt of a copy of the Terms, the Plan and the Prospectus for the
Plan.
|
“GRANTEE”
|
|
SYNUTRA INTERNATIONAL,
INC.
|
|
|
|
a Delaware
corporation
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
By:
|
|
|
|
|
|
|
1 Subject to
adjustment under Section 7.1 of the Plan.
2 Subject to early
termination under Section 4 of the Terms and Section 7.2 of the
Plan.
CONSENT OF SPOUSE
In consideration of the Corporation’s
execution of this Option Agreement, the undersigned spouse of the
Grantee agrees to be bound by all of the terms and provisions
hereof and of the Plan.
TERMS AND CONDITIONS OF
NONQUALIFIED STOCK OPTION
|
|
Vesting;
Limits on Exercise; Incentive Stock Option Status
.
|
The Option shall vest and become exercisable in
percentage installments of the aggregate number of shares subject
to the Option as set forth on the cover page of this Option
Agreement. The Option may be exercised only to the
extent the Option is vested and exercisable.
|
|
|
Cumulative
Exercisability . To the extent that the Option is
vested and exercisable, the Grantee has the right to exercise the
Option (to the extent not previously exercised), and such right
shall continue, until the expiration or earlier termination of the
Option.
|
|
|
|
No
Fractional Shares . Fractional share interests shall be
disregarded, but may be cumulated.
|
|
|
|
Minimum
Exercise . No
fewer than 100 shares of Common Stock (subject to adjustment under
Section 7.1 of the Plan) may be purchased at any one time, unless
the number purchased is the total number at the time exercisable
under the Option.
|
|
|
|
Nonqualified
Stock Option . The Option is a nonqualified stock
option and is not, and shall not be, an incentive stock option
within the meaning of Section 422 of the Code.
|
|
|
Continuance of Employment/Service Required; No
Employment/Service Commitment .
|
The vesting
schedule applicable to the Option requires continued employment or
service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Option and the rights
and benefits under this Option Agreement. Employment or
service for only a portion of the vesting period, even if a
substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or
services as provided in Section 4 below or under the
Plan.
Nothing
contained in this Option Agreement or the Plan constitutes a
continued employment or service commitment by the Corporation or
any of its Subsidiaries, affects the Grantee’s status, if he
or she is an employee, as an employee at will who is subject to
termination without cause, confers upon the Grantee any right to
remain employed by or in service to the Corporation or any
Subsidiary, interferes in any way with the right of the Corporation
or any Subsidiary at any time to terminate such employment or
service, or affects the right of the Corporation or any Subsidiary
to increase or decrease the Grantee’s other
compensation.
|
|
Method of
Exercise of Option .
|
The Option shall be exercisable by the delivery
to the Secretary of the Corporation (or such other person as the
Administrator may require pursuant to such administrative exercise
procedures as the Administrator may implement from time to time)
of:
|
|
|
a written
notice stating the number of shares of Common Stock to be purchased
pursuant to the Option or by the completion of such other
administrative exercise procedures as the Administrator may require
from time to time,
|
|
|
|
payment in full
for the Exercise Price of the shares to be purchased in cash, check
or by electronic funds transfer to the Corporation, or (subject to
compliance with all applicable laws, rules, regulations and listing
requirements and further subject to such rules as the Administrator
may adopt as to any non-cash payment) in shares of Common Stock
already owned by the Grantee, valued at their f
|
