Exhibit 10.1 - 17Mar2006


    EXHIBIT
      10.1

    
      

      

    

     

    
 

    SCHIFF
      NUTRITION INTERNATIONAL, INC.

    2004
      INCENTIVE AWARD PLAN

     

    RESTRICTED
      STOCK UNIT AWARD GRANT NOTICE

     

    
      	
              Section
                1: Notice of Grant

            


    

     

    Schiff
      Nutrition
      International, Inc. (the “Company”), pursuant
      to our
      2004 Incentive Award Plan (the “Plan”), hereby
      grants to
      the holder listed below (“Holder”),
the
      number of
      Restricted Stock Units set forth below (the “Restricted
      Stock
      Units”).
The
      Restricted
      Stock Units are subject to all of the terms and conditions as set forth herein
      and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit
      A
      (the “Restricted
      Stock
      Unit Agreement”)
and
      the Plan, each
      of which are incorporated herein by reference. Unless otherwise defined in
      this
      Restricted Stock Unit Award Grant Notice (the “Grant
      Notice”)
      or the
      attachments hereto, the terms defined in the Plan shall have the same defined
      meanings in this Grant Notice and the attachments hereto.

     

    Each
      Restricted
      Stock Unit represents the right to receive one share of the Company’s Class A
      common stock, par value $.01 (“Common
      Stock”),
      subject to
      certain vesting requirements.

     

    
      	
              Holder:

               

            	
              __________________________________________

            
	
              Grant
                Date:

               

            	
              ________,
                20__

               

            
	
              Total
                Number of 

              Restricted
                Stock Units:

               

            	
               

              ________________________________(____)

               

            
	
              Vesting
                Schedule:

               

            	
              The
                Restricted Stock Units will vest based on the performance of the
                Company
                over a performance period beginning on January 1, 2006 and expiring
                on May
                31, 2008, in accordance with the vesting schedule set forth on
                Exhibit
                B
                attached
                hereto. Vesting of the Restricted Stock Units will be accelerated
                upon the
                happening of certain events as specified in the Restricted Stock
                Unit
                Agreement. Except as described in Section 2.2(b) of the Restricted
                Stock
                Unit Agreement, in no event will any Restricted Stock Units vest
                following
                your Separation from Service (within the meaning of Section
                409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”),
                as
                determined by the Administrator in accordance with the Treasury
                Regulations or other guidance issued thereunder).

               

            
	
              Distribution
                Schedule:

               

            	
              The
                shares of
                stock subject to the Restricted Stock Units shall be distributable
                in
                accordance with Section 2.3 or Section 2.4 of the Restricted Stock
                Unit
                Agreement;
                provided, however, that Holder may elect to defer the distribution
                of some
                or all of the shares of Common Stock otherwise distributable shortly
                following vesting of the Restricted Stock Units by completing the
                Deferral
                Election attached as Exhibit
                C
                to this Grant Notice (the “Deferral
                Election”)
                within the timeframe set forth in Exhibit
                C.

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Section
                  2: Miscellaneous

              


      

    

     

     

    By
      my signature
      below, I hereby agree to be bound by the terms and conditions of the Plan,
      the
      Restricted Stock Unit Agreement and this Grant Notice. I have reviewed the
      Restricted Stock Unit Agreement, the Plan and this Grant Notice in their
      entirety, have had an opportunity to obtain the advice of counsel prior to
      executing this Grant Notice and fully understand all provisions of this Grant
      Notice, the Restricted Stock Unit Agreement and the Plan. I hereby agree to
      accept as final, binding, and conclusive all decisions or interpretations of
      the
      Administrator of the Plan upon any questions arising under the Plan, this Grant
      Notice or the Restricted Stock Unit Agreement.

     

    
      	
              SCHIFF
                NUTRITION 

              INTERNATIONAL,
                INC.

            	 	
              HOLDER:

            
	 	 	 
	
              By:
                      

            	 	
              By:
                      

            
	
              Print
                Name:
                     

            	 	
              Print
                Name:
                     

            
	
              Title:
                      

            	 	
              Address:
                     

            
	
              Address: 
                2002 South
                5070 West

            	 	
                    

            
	
               Salt
                Lake City, UT 84104

            	 	 


    

    


    You
      must
      return this Restricted Stock Unit Award Grant Notice to the General Counsel
      

     

    of
      Schiff Nutrition International, Inc. on or before ___________,
      2006

     

    


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      A

     

    TO
      RESTRICTED STOCK UNIT AWARD GRANT NOTICE 


     

    RESTRICTED
      STOCK UNIT AWARD AGREEMENT

     

    Pursuant
      to the
      Restricted Stock Unit Award Grant Notice (“Grant
      Notice”)
to
      which this
      Restricted Stock Unit Award Agreement (this “Agreement”)
      is attached,
      Schiff
      Nutrition International, Inc. (the “Company”)
has
      granted to
      Holder the number of Restricted Stock Units under its 2004 Incentive Award
      Plan
      (the “Plan”)
indicated
      in the
      Grant Notice.

     

    ARTICLE
      I 

     

    GENERAL

     

    1.1  Defined
      Terms.
      Wherever the
      following terms are used in this Agreement they shall have the meanings
      specified below, unless the context clearly indicates otherwise. Capitalized
      terms not specifically defined herein shall have the meanings specified in
      the
      Grant Notice or the attachments thereto or, if not defined in the Grant Notice
      or the attachments thereto, the Plan.

     

    “Cause”
shall
      mean
      Holder’s: 

     

    (a)  Gross,
      fraudulent
      or willful misconduct at any time during Holder’s employment by the Company, or
      any such misconduct during any prior period of employment in an executive or
      management capacity with any person or entity if not disclosed to the Company
      in
      writing prior to the execution hereof;

     

    (b)  Substantial
      and
      willful failure to perform specific and lawful directives of the Board or a
      superior employee of the Company or Subsidiary; 

     

    (c)  Willful
      and knowing
      violation of any rules or regulations of any governmental or regulatory body,
      which is materially injurious to the financial condition of the
      Company;

     

    (d)  Conviction
      of or
      plea of guilty or nolo contendere to a felony or fraud during Holder’s
      employment with the Company or any of its Subsidiaries; 

     

    (e)  Drug,
      alcohol or
      substance abuse (to the extent not inconsistent with the Americans with
      Disability Act or similar state law); or 

     

    (f)  Material
      breach of
      the terms of any of Holder’s employment-related or non-disclosure agreement(s)
      with the Company or any of its Subsidiaries which is not corrected after written
      notice and a reasonable cure period not to exceed 15 days.

     

    “Disabled”
shall
      have the
      meaning assigned to such term in Section 409A(2)(C) of the Code and the Treasury
      Regulations thereunder.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    “Good
      Reason”
shall
      mean any one
      of the following conduct or events which is not cured by the Company within
      15
      days after Holder’s notice in writing to the Company within 90 days of the first
      happening of the conduct or event:

     

    (a)  the
      Company’s
      material diminution of Holder’s job titles, responsibilities, duties,
      perquisites or compensation; or 

     

    (b)  any
      involuntary
      relocation of Holder’s principal place of business to a location more than 50
      miles from Holder’s current principal place of business with the
      Company.

     

    “Section
      409A
      Change in Control”
shall
      mean a
      Change in Control that qualifies as a “change in the ownership or effective
      control,” or a “change in the ownership of a substantial portion of assets,” of
      the Company (or the corporate successor thereto), within the meaning of Code
      Section 409A(a)(2)(A)(v) and the Treasury Regulations thereunder

     

    “Separation
      from
      Service”
shall
      mean a
“separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the
      Code, as determined by the Secretary of the Treasury) with the Company or
      Subsidiary employing Holder as of the Grant Date.

     

    1.2  Incorporation
      of
      Terms of Plan.
      The Restricted
      Stock Units and the shares of the Company’s Class A common stock, par value $.01
      (“Common
      Stock”),
      issuable with
      respect thereto, are subject to the terms and conditions of the Plan, which
      are
      incorporated herein by reference. In the event of any conflict between the
      terms
      of the Plan and the terms of this Agreement, the terms of the Plan shall
      control.

     

    ARTICLE
      II


     

    GRANT,
      VESTING AND DISTRIBUTION OF RESTRICTED STOCK UNITS

     

    2.1  Award
      of
      Restricted Stock Units.
      In consideration
      of Holder’s past and/or continued employment with or service to the Company or
      its Subsidiaries and for other good and valuable consideration, effective as
      of
      the grant date set forth in the Grant Notice (the “Grant
      Date”),
the
      Company
      irrevocably grants to Holder an award of the number of Restricted Stock Units
      indicated in the Grant Notice, subject to all of the terms and conditions in
      the
      Plan and this Agreement. A Restricted Stock Unit shall represent the right
      to
      receive one share of Common Stock for each Restricted Stock Unit that vests
      in
      accordance with the provisions of this Agreement, which shares may be
      distributed shortly following vesting or on a deferred basis in accordance
      with
      the terms and conditions of the Grant Notice, the Plan, this Agreement and,
      if
      applicable, the Deferral Election.

     

    2.2  Vesting
      of
      Restricted Stock Units.


     

    (a)  Subject
      to Section
      2.2(b), the Restricted Stock Units shall vest based on actual Company
      performance for certain performance criteria compared to targeted performance
      for such performance criteria, over a performance period that begins on January
      1, 2006 and expires on May 31, 2008 (the “Performance
      Period”),
      in accordance
      with the terms set forth on Exhibit
      B
      to the Grant Notice. For purposes of this Agreement, the date of vesting of
      any
      Restricted Stock Units in accordance with Exhibit
      B
      to the Grant Notice shall be the last business day of the Performance
      Period.

     

     

    
      
        
        

      

      
        A
          - 2

        
          

        

      

      
        
        

      

    

     

     

    (b)  As
      a condition to
      the Restricted Stock Units vesting in accordance with Section 2.2(a), Holder
      shall be employed by the Company or any Subsidiary from the Grant Date through
      the last business day of the Performance Period. Notwithstanding the preceding
      sentence, if Holder’s employment with the Company or any Subsidiary is
      terminated by the Company or Subsidiary without Cause or terminated by Holder
      for Good Reason, or if Holder becomes Disabled or if Holder’s death occurs prior
      to the last business day of the Performance Period, then Holder’s Restricted
      Stock Units will vest, if at all, on the last business day of the Performance
      Period in an amount equal to the product of (i) the number of Restricted Stock
      Units that would otherwise become vested in accordance with Section 2.2(a)
      based
      on the terms set forth on Exhibit
      B
      to the Grant Notice, multiplied by (ii) a fraction, the numerator or which
      is
      the number of full months from January 1, 2006 through the date of such
      termination, becoming Disabled, or death, and the denominator of which is 29.
      Unless
      Holder’s employment with the Company or any Subsidiary is terminated by the
      Company or Subsidiary without Cause or
      terminated by
      Holder for Good Reason, or except as otherwise provided by this Section upon
      Holder’s death or becoming Disabled, all Restricted Stock Units that are not
      vested as of the date of Holder’s termination of employment (or death or
      becoming Disabled) will
      terminate
      automatically and be forfeited
      without
      further notice or consideration to Holder.

     

    (c)  Unless
      and until
      the Restricted Stock Units vest in accordance with this Section 2.2, Holder
      will
      have no right to any distribution of Common Stock with respect to such
      Restricted Stock Units (whether pursuant to Section 2.3 or otherwise). Except
      as
      otherwise provided in Section 2.2(b) and Section 2.4(a), all
      unvested
      Restricted Stock Units that do not vest in accordance with the provisions of
      this Section 2.2 or Section 2.4(a) will
      terminate
      automatically and be forfeited
      without
      further notice or consideration to Holder immediately following the
      Certification Date.

     

    2.3  Certification
      Date; Distribution of Common Stock.

     

    (a)  Subject
      to earlier
      vesting and distribution pursuant to Section 2.4, on a date that is no later
      than 90 days following the end of the Performance Period the Administrator
      shall
      certify the Company’s actual performance against target performance, in
      accordance with Exhibit
      B
      to the Grant Notice, and the resulting number of Restricted Stock Units that
      shall vest (the “Certification
      Date”).


     

    (b)  Holder
      may elect to
      defer the distribution of some or all of the shares of Common Stock otherwise
      distributable shortly following vesting of the Restricted Stock Units by timely
      completing the Deferral Election attached as Exhibit
      C
      to this Grant Notice. Any such shares of Common Stock, the issuance of which
      has
      been properly deferred by the Holder pursuant to a timely Deferral Election,
      shall be referred to herein as “Deferred
      Shares.”
The
      Deferred
      Shares shall be distributed to Holder in equal annual or semi-annual
      installments or in a lump sum, as elected by Holder in the Deferral Election.
      If
      Holder does not affirmatively elect a distribution in installments on the
      Deferral Election, the shares of Common Stock will be distributed in a lump
      sum.

     

     

    
      
        
        

      

      
        A
          - 3

        
          

        

      

      
        
        

      

    

     

     

    (c)  Subject
      to Section
      2.4, in no event shall any shares of Common Stock be issuable prior to the
      Certification Date. Subject
      to Section
      2.3(d), shares of Common Stock shall be distributed to Holder (or in the event
      of Holder’s death, to his or her estate) with respect to the number of
      Restricted Stock Units that have been certified as vested on the Certification
      Date, following the earliest to occur of the events listed below (each, a
“Distribution
      Event”)


     

    (i)  The
      Certification
      Date or, with respect to Deferred Shares, the Distribution Commencement Date(s)
      (if any) set forth in Holder’s Deferral Election;

     

    (ii)  The
      date of
      Holder’s Separation from Service (or, in the event Holder is a “specified
      employee” within the meaning of Section 
409A(a)(2)(B)(i) of the Code, the
      date which is six months following Holder’s Separation from
      Service);

     

    (iii)  For
      the Deferred
      Shares, the day immediately preceding a Section 409A Change in Control, as
      applicable;

     

    (iv)  The
      date on which
      Holder becomes Disabled; or

     

    (v)  The
      date of
      Holder’s death.

     

    (d)  The
      distribution of
      shares of Common Stock subject to Holder’s Restricted Stock Units shall be made
      or, for Deferred Shares distributable in installments, shall commence not later
      than the thirtieth day following the Distribution Event; provided,
      however,
      that the
      distribution of shares of Common Stock subject to Holder’s vested Restricted
      Stock Units (other than the Deferred Shares) shall in all events be made on
      or
      before the later of (i) the fifteenth day of the third month following Holder’s
      first taxable year in which such Restricted Stock Unit is no longer subject
      to a
      substantial risk of forfeiture, and (ii) the fifteenth day of the third month
      following the first taxable year of the Company in which such benefit is no
      longer subject to a substantial risk of forfeiture, as determined in accordance
      with Code Section 409A and any Treasury Regulations and other guidance issued
      thereunder. 

     

    (e)  Following
      the
      commencement of the distribution of shares of Common Stock, the time for the
      distribution of the shares of Common Stock issuable with respect to Holder’s
      vested Restricted Stock Units may not be changed for any reason, other than
      as
      set forth herein; provided,
      however,
      that in the event
      of a Section 409A Change in Control prior to the distribution of all Deferred
      Shares, any remaining Deferred Shares shall be distributed to Holder in a lump
      sum on the day immediately preceding the Section 409A Change in Control. In
      the
      event of Holder’s death prior to the distribution of all Deferred Shares, any
      remaining Deferred Shares Stock shall be distributed to Holder’s beneficiary or
      estate in accordance with Section 2.3(c).

     

    (f)  All
      distributions
      shall be made by the Company in the form of whole shares of Common Stock. Any
      fractional share of Common Stock otherwise distributable pursuant to this
      Agreement shall be rounded up to the next whole share; provided,
      however,
      that in lieu of
      rounding up any fractional share otherwise distributable to Holder in connection
      with the final distribution of shares of Common Stock, Holder shall receive
      a
      cash payment in an amount equal to the value of such fractional share of Common
      Stock, determined based on the Fair Market Value as of the distribution
      date.

     

     

    
      
        
        

      

      
        A
          - 4

        
          

        

      

      
        
        

      

    

     

     

    (g)  Notwithstanding
      the
      foregoing, shares of Common Stock shall be issuable pursuant to a Restricted
      Stock Unit at such times and upon such events as are specified in this Agreement
      only to the extent issuance under such terms will not cause the Restricted
      Stock
      Units or the shares of Common Stock issuable pursuant to the Restricted Stock
      Units to be includible in the gross income of Holder under Section 409A of
      the
      Code prior to such times or the occurrence of such events, as permitted by
      the
      Code and the regulations and other guidance thereunder.

     

    2.4  Accelerated
      Vesting and Distribution in Connection with a Change in Control

     

    (a)  Notwithstanding
      Section 2.2.(a) or any provision in any employment-related agreement between
      Holder and the Company or any of its Subsidiaries, if any, in the event of
      a
      Change in Control while Holder is employed by the Company or any of its
      Subsidiaries, the vesting of the Restricted Stock Units shall accelerate,
      regardless of Company performance against targeted performance, as follows:
      (i)
      seventy percent 70% of the Restricted Stock Units granted to Holder as specified
      in the Grant Notice shall vest effective as of the day immediately preceding
      any
      Change in Control that occurs on or before May 31, 2007, and the remaining
      Restricted Stock Units (30%) shall be automatically forfeited and terminated;
      or
      (ii) one hundred percent 100% of the Restricted Stock Units granted to Holder
      as
      specified in the Grant Notice shall vest effective as of the day immediately
      preceding any Change in Control that occurs during the period commending on
      June
      1, 2007 and ending on May 31, 2008. 

     

    (b)  All
      shares of
      Common Stock issuable with respect to Restricted Stock Units that vest in
      accordance with Section 2.4(a) shall be distributed to Holder on the day
      immediately preceding a Change in Control;
provided,
however,
      that any Deferred
      Shares shall only be distributed pursuant to this Section 2.4(b) if the Change
      in Control is a Section 409A Change in Control.

     

    2.5  Unforeseeable
      Emergency. 

     

    (a)  If
      Holder
      experiences an Unforeseeable Emergency (as defined below), Holder may petition
      the Administrator for the right to receive a partial or full distribution of
      the
      shares of Common Stock distributable with respect to his or her vested
      Restricted Stock Units under this Agreement. If, in the sole discretion of
      the
      Administrator, Holder’s petition is approved, the Unforeseeable Emergency shall
      be deemed a “Distribution Event” with respect to the number of shares of Common
      Stock distributable with respect to Holder’s vested Restricted Stock Units as
      are approved for distribution by the Administrator. Holder shall then be
      entitled to receive such shares of Common Stock pursuant to Section
      2.3(b).

     

    (b)  For
      purposes of
      this Section 2.5, an “Unforeseeable
      Emergency”
shall
      mean a
      severe financial hardship to Holder resulting from an illness or accident of
      Holder, Holder’s spouse, or a dependent (as defined in Section 152(a) of the
      Code) of Holder, loss of Holder’s property due to casualty, or other similar
      extraordinary and unforeseeable circumstances arising as a result of events
      beyond the control of Holder, as determined by the Administrator in accordance
      with Section 409A(a)(2)(B)(ii)(I) of the Code and the Treasury Regulations
      thereunder. The Fair Market Value of the shares of Common Stock distributed
      to
      Holder with respect to the Unforeseeable Emergency shall not exceed the amounts
      necessary to satisfy such Unforeseeable Emergency, plus amounts necessary to
      pay
      taxes reasonably anticipated as a result of the distribution, after taking
      into
      account the extent to which such Unforeseeable Emergency is or may be relieved
      through reimbursement or compensation by insurance or otherwise or by
      liquidation of Holder’s assets (to the extent liquidation of such assets would
      not itself cause severe financial hardship), as determined by the Administrator
      in accordance with Section 409A(a)(2)(B)(ii) of the Code and the Treasury
      Regulations thereunder.

     

     

    
      
        
        

      

      
        A
          - 5

        
          

        

      

      
        
        

      

    

     

     

    2.6  Dividend
      Equivalents.
      The Company
      hereby grants to Holder dividend equivalents with respect to each Restricted
      Stock Unit that vests pursuant to Section 2.2 or 2.4 above, in an amount equal
      to the aggregate amount of normal cash dividends, if any, paid to the Company’s
      stockholders on one share of Common Stock where the record dates for such
      dividends paid occurred during the period from the Grant Date through and
      including the date the share of Common Stock subject to such Restricted Stock
      Unit is distributed to Holder pursuant to Section 2.3 or 2.4, as applicable
      (“Dividend
      Equivalents”).
      The Dividend
      Equivalents shall be paid in cash or shares of Common Stock, at the Company’s
      election, at the time the share of Common Stock subject to such Restricted
      Stock
      Unit is distributed to Holder pursuant to Section 2.3 or 2.4, as applicable.
      Each Dividend Equivalent shall terminate as of the date the share of Common
      Stock subject to the Restricted Stock Unit to which such Dividend Equivalent
      relates are distributed. Dividend Equivalents shall not be paid to Holder for
      any Restricted Stock Units that do not vest pursuant to Section 2.2 or 2.4
      above.

     

    2.7  Changes
      to Form
      or Time of Distribution.
      Except as
      otherwise provided herein, the time and form of distribution of shares of Common
      Stock with respect to the vested Restricted Stock Units under this Agreement
      shall be as set forth in the Grant Notice and Deferral Election and may only
      be
      changed in compliance with the requirements of Section 409A(a)(4)(C) of the
      Code
      and the Treasury Regulations thereunder, and only with the prior written consent
      of the Company’s General Counsel.

     

    2.8  Restrictions
      on
      Transfer.
      Unless otherwise
      permitted by the Administrator in accordance with the terms of the Plan, no
      Restricted Stock Units or shares of Common Stock issuable with respect thereto
      or any interest or right therein or part thereof shall be liable for the debts,
      contracts or engagements of Holder or his or her successors in interest or
      shall
      be subject to disposition by transfer, alienation, anticipation, pledge,
      encumbrance, assignment or any other means whether such disposition be voluntary
      or involuntary or by operation of law by judgment, levy, attachment, garnishment
      or any other legal or equitable proceedings (including bankruptcy), and any
      attempted disposition thereof shall be null and void and of no
      effect.

     

    2.9  Conditions
      to
      Issuance of Stock Certificates.
      The shares of
      Common Stock deliverable with respect to the Restricted Stock Units, or any
      portion thereof, may be either previously authorized but unissued shares or
      issued shares which have then been reacquired by the Company. Such shares shall
      be fully paid and nonassessable. The Company shall not be required to issue
      or
      deliver any shares of Common Stock with respect to the Restricted Stock Units
      prior to fulfillment of all of the following conditions:

     

    (a)  The
      admission of
      such shares to listing on all stock exchanges on which such Common Stock is
      then
      listed;

     

     

    
      
        
        

      

      
        A
          - 6

        
          

        

      

      
        
        

      

    

     

     

    (b)  The
      completion of
      any registration or other qualification of such shares under any state or
      federal law or under rulings or regulations of the Securities and Exchange
      Commission or of any other governmental regulatory body, which the Administrator
      shall, in its absolute discretion, deem necessary or advisable;

     

    (c)  The
      obtaining of
      any approval or other clearance from any state or federal governmental agency
      which the Administrator shall, in its absolute discretion, determine to be
      necessary or advisable;

     

    (d)  The
      lapse of such
      reasonable period of time following the applicable Distribution Event as the
      Administrator may from time to time establish in good faith for reasons of
      administrative convenience; and

     

    (e)  The
      receipt by the
      Company of full payment of all amounts required to be withheld under federal,
      state, local and foreign tax laws, with respect to the issuance of such shares
      or any other taxable event arising out of or relating to this Agreement and
      the
      Grant Notice in accordance with Section 15.3 of the Plan.

     

    2.10  Rights
      as
      Stockholder.
      Except as
      otherwise provided herein, Holder shall not be, nor have any of the rights
      or
      privileges of, a stockholder of the Company in respect of any shares of Common
      Stock issuable pursuant
      to the
      Restricted Stock Units (whether vested or unvested) unless and until such shares
      of Common Stock shall have been issued by the Company to Holder.

     

    ARTICLE
      III


     

    OTHER
      PROVISIONS

     

    3.1  Adjustment
      for
      Stock Split, Other Events.
      In the event of
      any stock dividend, stock split, reverse stock split, distribution of Company
      assets to stockholders (other than normal cash dividends), recapitalization,
      combination, reclassification, or similar change in the capital structure of
      the
      Company, appropriate adjustments may be made in the Dividend Equivalents,
      Restricted Stock Units and/or the shares of Common Stock issuable with respect
      thereto, consistent with any adjustment under Section 11.1 of the Plan. The
      provisions of this Agreement shall apply, to the full extent set forth herein
      with respect to the Dividend Equivalents, Restricted Stock Units and the shares
      of Common Stock issuable with respect thereto, to any and all shares of capital
      stock or other securities which may be issued in respect of, or in exchange
      for,
      in substitution of the Dividend Equivalents, Restricted Stock Units and the
      shares of Common Stock issuable with respect thereto, and shall be appropriately
      adjusted for any stock dividends, splits, reverse splits, combinations,
      recapitalizations and the like occurring after the date hereof.

     

    3.2  Taxes.

     

    (a)  Notwithstanding
      anything to the contrary in this Agreement, the Company shall be entitled to
      require payment to the Company or any of its Subsidiaries any sums required
      by
      federal, state or local tax law to be withheld with respect to the issuance
      of
      the Restricted Stock Units, the distribution of shares of Common Stock with
      respect thereto, or any other taxable event related to the Restricted Stock
      Units. The Company may permit Holder to make such payment in one or more of
      the
      forms specified below:

     

     

    
      
        
        

      

      
        A
          - 7

        
          

        

      

      
        
        

      

    

     

     

    (i)  by
      cash or check
      made payable to the Company;

     

    (ii)  by
      the deduction of
      such amount from other compensation payable to Holder;

     

    (iii)  by
      requesting that
      the Company withhold a net number of vested shares of Common Stock otherwise
      issuable having a then current Fair Market Value not exceeding the amount
      necessary to satisfy the withholding obligation of the Company and its
      Subsidiaries based on the minimum applicable statutory withholding rates for
      federal, state, local and foreign income tax and payroll tax
      purposes;

     

    (iv)  with
      the consent of
      the Administrator, by tendering vested shares of Common Stock having a then
      current Fair Market Value not exceeding the amount necessary to satisfy the
      withholding obligation of the Company and its Subsidiaries based on the minimum
      applicable statutory withholding rates for federal, state, local and foreign
      income tax and payroll tax purposes;

     

    (v)  in
      any combination
      of the foregoing.

     

    (b)  In
      the event Holder
      fails to provide timely payment of all sums required by the Company pursuant
      to
      Section 3.2(a), the Company shall have the right and option, but not obligation,
      to treat such failure as an election by Holder to satisfy all or any portion
      of
      his or her required payment obligation pursuant to Section 3.2(a)(ii) or
      3.2(a)(iii) above, or any combination of the foregoing as the Company may
      determine to be appropriate. The Company shall not be obligated to deliver
      any
      new certificate representing shares of Common Stock issuable with respect to
      the
      Restricted Stock Units to Holder or his legal representative unless and until
      Holder or his legal representative shall have paid or otherwise satisfied in
      full the amount of all federal, state, local and foreign taxes applicable to
      the
      taxable income of Holder resulting from the grant of the Restricted Stock Units,
      the distribution of the shares of Common Stock issuable with respect thereto,
      or
      any other taxable event related to the Restricted Stock Units.

     

    3.3  Limitations
      Applicable to Section 16 Persons.
      Notwithstanding
      any other provision of the Plan or this Agreement, if Holder is subject to
      Section 16 of the Exchange Act, the Plan, the Restricted Stock Units and the
      shares of Common stock issuable with respect thereto and this Agreement shall
      be
      subject to any additional limitations set forth in any applicable exemptive
      rule
      under Section 16 of the Exchange Act (including any amendment to Rule 16b-3
      of
      the Exchange Act) that are requirements for the application of such exemptive
      rule. To the extent permitted by applicable law, this Agreement shall be deemed
      amended to the extent necessary to conform to such applicable exemptive
      rule.

     

    3.4  Administration.
      The Administrator
      shall have the power to interpret the Plan and this Agreement and to adopt
      such
      rules for the administration, interpretation and application of the Plan as
      are
      consistent therewith and to interpret, amend or revoke any such rules. All
      actions taken and all interpretations and determinations made by the
      Administrator in good faith shall be final, binding, and conclusive upon Holder,
      the Company and all other interested persons. No member of the Administrator
      shall be personally liable for any action, determination or interpretation
      made
      in good faith with respect to the Plan, this Agreement or the Restricted Stock
      Units. 

     

     

    
      
        
        

      

      
        A
          - 8

        
          

        

      

      
        
        

      

    

     

     

    3.5  Notices.
      Any notice to be
      given under the terms of this Agreement to the Company shall be addressed to
      the
      Company in care of the Secretary of the Company, and any notice to be given
      to
      Holder shall be addressed to Holder at the address given beneath Holder’s
      signature on the Grant Notice. By a notice given pursuant to this Section 3.5,
      either party may hereafter designate a different address for notices to be
      given
      to that party. Any notice shall be deemed duly given when sent via email or
      when
      sent by certified mail (return receipt requested) and deposited (with postage
      prepaid) in a post office or branch post office regularly maintained by the
      United States Postal Service.

     

    3.6  Titles.
      Titles are
      provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of this Agreement.

     

    3.7  Governing
      Law;
      Severability.
      This Agreement
      and all disputes arising out of or relating to it shall be administered,
      interpreted and enforced in accordance with the laws of the State of Delaware,
      without regard to the law that might be applied under principles of conflicts
      of
      laws. Should any provision of this Agreement be determined by a court of law
      to
      be illegal or unenforceable, the other provisions shall nevertheless remain
      effective and shall remain enforceable.

     

    3.8  Conformity
      to
      Securities Laws.
      Holder
      acknowledges that the Plan is intended to conform to the extent necessary with
      all provisions of the Securities Act and the Exchange Act and any and all
      regulations and rules promulgated by the Securities and Exchange Commission
      thereunder, and state securities laws and regulations. Notwithstanding anything
      herein to the contrary, the Plan shall be administered, and the Restricted
      Stock
      Units are granted, only in such a manner as to conform to such laws, rules
      and
      regulations. To the extent permitted by applicable law, the Plan and this
      Agreement shall be deemed amended to the extent necessary to conform to such
      laws, rules and regulations.

     

    3.9  Amendments.
      This Agreement
      may be amended without the consent of the Holder provided that such amendment
      would not impair any rights of the Holder under this Agreement. No amendment
      of
      this Agreement shall, without the consent of the Holder, impair any rights
      of
      the Holder under this Agreement.

     

    3.10  Not
      a Contract
      of Employment.
      As partial
      consideration for the grant of the Restricted Stock Units by the Company, the
      Holder agrees to remain in the employ of the Company or any Subsidiary
      (whichever is applicable) with such duties and responsibilities as the Company
      or any Subsidiary (as applicable) shall from time to time prescribe, for a
      period of at least one year after the Grant Date. Nothing in this Agreement
      shall confer upon the Holder any right to continue in the employ of the Company
      or any Subsidiary, or shall interfere with or restrict in any way any otherwise
      existing rights of the Company and any Subsidiary, which are hereby expressly
      reserved, to discharge the Holder at any time for any reason whatsoever, with
      or
      without cause, except to the extent expressly provided otherwise in a written
      agreement between the Company and Holder.

     

     

    
      
        
        

      

      
        A
          - 9

        
          

        

      

      
        
        

      

    

     

     

    3.11  Successors
      and
      Assigns.
      The Company may
      assign any of its rights under this Agreement to single or multiple assignees,
      and this Agreement shall inure to the benefit of the successors and assigns
      of
      the Company. Subject to the restrictions on transfer herein set forth, this
      Agreement shall be binding upon Holder and his or her heirs, executors,
      administrators, successors and assigns.

     

    3.12  Unfunded,
      Unsecured Obligations.
      The obligations
      of the Company under the Plan and this Agreement shall be unfunded and
      unsecured, and nothing contained herein shall be construed as providing for
      assets to be held in trust or escrow or any other form of segregation of the
      assets of the Company for the benefit of Holder or any other person. Holder
      shall have only the rights of a general, unsecured creditor of the Company
      with
      respect to the Restricted Stock Units, unless and until shares of Common Stock
      shall be distributed to Holder under the terms and conditions of this
      Agreement.

     

    3.13  Compliance
      in
      Form and Operation.
      This Agreement
      and the Restricted Stock Units are intended to comply with Section 409A of
      the
      Code and the Treasury Regulations thereunder and shall be interpreted in a
      manner consistent with that intention.

     

    


    
      
        
        

      

      
        A
          - 10

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

     

    TO
      RESTRICTED STOCK UNIT AWARD GRANT NOTICE


     

    VESTING
      SCHEDULE

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      C

     

    TO
      RESTRICTED STOCK UNIT AWARD GRANT NOTICE 


     

    DEFERRAL
      ELECTION

     

    
      	
               

              Name
                of Participant:

            	
               

              Social
                Security No.:

            
	
               

              Address:

            	
               

              RSU
                Grant Date:

            


    

     

    Unless
      otherwise
      defined herein or in the Restricted Stock Unit Award Grant Notice evidencing
      the
      Restricted Stock Units granted to you on the date set forth above (the
“Grant
      Notice”)
      or the
      Restricted Stock Unit Award Agreement attached to the Grant Notice (the
“Restricted
      Stock
      Unit Agreement”),
      the terms
      defined in our 2004 Incentive Award Plan (the “Plan”)
      shall have the
      same defined meanings in this Deferral Election. Please
      complete Section 1, 2, and 3 and sign where indicated in Section
      4.

    

      
        	
                Section
                  1: Deferral Election

              


      

    

     

    Please
      select
      whether you would like to defer the issuance of all or a portion of the shares
      of Common
      Stock
      subject to
      your Restricted Stock Units beyond their vesting date.

     

    
      	    □  	
              I
                elect to
                defer the issuance of the following portion of the shares of Common
                Stock
                that become issuable to me upon the vesting of my Restricted Stock
                Units:

            


    

     

    Specify
      Deferral Percentage:
      _____%

     

    (The
      specified percentage must be a whole percentage from 0% to 100%.)


     

    I
      understand that
      unless I elect to defer the issuance of 100% of the shares of Common Stock
      subject to my vested Restricted Stock Units, the shares of Common Stock subject
      to my Restricted Stock Units that are not deferred will be issued to me shortly
      following the Certification Date in accordance with the terms of the Grant
      Notice (including Exhibit
      B
      thereto) and the Restricted Stock Unit Agreement.

     

    For
      purposes of
      this Deferral Election, the Grant Notice and the Restricted Stock Unit
      Agreement, the shares of Common Stock to be issued on a deferred basis in
      accordance with this Section 1 shall be referred to as “Deferred
      Shares”.


     

    


     

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      of
      page intentionally left blank.

     

     


    
      
        


        


         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Section
                2: Distribution Event Election - Deferred
                Shares

            


    

     

    You
      may elect
      either to have the issuance of the Deferred Shares commence upon the earlier
      of
      (1) a specified date not earlier than August 30, 2008 or (2) the
      30th
      day following
      your Separation from Service (within the meaning of Section 409A(a)(2)(A)(i)
      of
      the Code, as determined by the Secretary of the Treasury) with the Company
      or
      Subsidiary employing you as of the date hereof. Dates and methods of issuance
      may not be accelerated or changed.

     

    
      	    □  	
              Distribution
                Commencement Date Election:


            


    

    I
      hereby
      irrevocably elect the following Distribution Commencement Date for the
      commencement of the issuance of the Deferred Shares.

     

     

    Specify
      Distribution Commencement Date: ___________,
      20___
      (insert date).

     

    (The
      specified date must be no earlier than August 30,
      2008.)

     

    I
      understand that
      if I do not make a Distribution Commencement Date Election (or, if my Separation
      from Service occurs prior to the specified date), the Deferred Shares will
      be
      issued to me following my Separation from Service (or, in the event I am a
      “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code,
      the date which is six months following my Separation from Service).


     

    I
      understand that
      in the event of my death, or in the event I become Disabled (as defined in
      the
      Restricted Stock Unit Agreement), prior to the issuance of the first installment
      of my Deferred Shares, the issuance of my Deferred Shares will be accelerated
      in
      accordance with Section 2.3 of the Restricted Stock Unit Agreement. I also
      understand that in the event of a Section 409A Change in Control (as defined
      in
      the Restricted Stock Unit Agreement), whether before or after the issuance
      of
      the first installment of my Deferred Shares, the issuance of my Deferred Shares
      will be accelerated in accordance with Section 2.3 of the Restricted Stock
      Unit
      Agreement.

     

    I
      understand that
      the distribution of shares to me will result in a tax liability and I have
      considered this and the Company’s policies regarding trading blackout periods in
      electing my Distribution Commencement Date. I further understand that in general
      I will not be able to make any change to my Distribution Commencement Date
      Election.

     

     

    


     

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        C
          - 2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              
                Section
                  3: Lump Sum Payment or Installments - Deferred
                  Shares

              

            


    

     

    You
      may elect
      either to have the Deferred Shares issued to you in a single lump sum or in
      equal installments. In the event that you do not elect a distribution form
      in
      accordance with this Section 3, the Deferred Shares will be issued to you in
      a
      single lump sum. PLEASE
      SELECT ONE:

     

    
      	    □  	
              Lump
                Sum:
                I hereby
                irrevocably elect to have the vested shares of Common Stock subject
                to my
                Deferred Shares issued to me in a single lump
                sum.

            


    

     

    
      	    □  	
              Equal Annual
                or Semi-Annual Installments:
                I hereby
                irrevocably elect to have the Deferred Shares issued to me in (check
                one)

            


    

     

    
      	        □  	
              equal
                annual
                installments, or 

            


    

     

    
      	        □  	
              equal
                semi-annual installments

            


    

     

    
      over
        the following
        number of years: 

    

     

    Specify
      Number of Years:
      _____ years, with
      the first installment occurring following my Distribution Event (as determined
      in accordance with this Deferral Election and Section 2.3 of the Plan) and
      installments thereafter occurring on the last business day of each additional
      12-month or 6-month period measured from the date of my Distribution
      Event.

     

    (The
      specified number of years must be a whole number of years equal or greater
      than
      2.)

     

    I
      understand that
      in the event of my death or in the event I become Disabled (as defined in the
      Restricted Stock Unit Agreement) prior to the date of the first distribution
      of
      Deferred Shares, the Deferred Shares will be distributed to me, my beneficiary,
      or my estate, as the case may be, in a single lump sum in accordance with
      Section 2.3 of the Restricted Stock Unit Agreement. I also understand that
      in
      the event of a Section 409A Change in Control (as defined in the Restricted
      Stock Unit Agreement), whether before or after the issuance of the first
      installment of my Deferred Shares, the issuance of my Deferred Shares will
      be
      accelerated in accordance with Section 2.3 of the Restricted Stock Unit
      Agreement and distributed in a single lump sum.

     

    I
      understand that
      my elections set forth in this Deferral Election apply only with respect to
      the
      Deferred Shares relating to the vested Restricted Stock Units evidenced by
      the
      Restricted Stock Unit Agreement and that such elections will not effect the
      issuance of any other shares of Common Stock pursuant to any other award I
      may
      have received in the past or may receive in the future. 

     

    


     

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      of
      page intentionally left blank.

     

    


     

    
      
        
        

      

      
        C
          - 3

        
          

        

      

      
        
        

      

    

     

    
      	
              
                Section
                  4: Authorization

              

            


    

     

    I
      acknowledge that
      I have reviewed the Plan, the Grant Notice, the Restricted Stock Unit Agreement,
      and this Deferral Election in their entirety, have had an opportunity to obtain
      the advice of counsel prior to executing this Deferral Election, and fully
      understand all provisions of the Plan, the Grant Notice, the Restricted Stock
      Unit Agreement and this Deferral Election. On behalf of myself, my successors
      in
      interest and my assigns and all persons claiming under me, I agree to be bound
      by the statements contained herein and by the provisions of the Plan and this
      Deferral Election as they now exist and as they may be amended from time to
      time. I hereby agree to accept as final, binding, and conclusive all decisions
      or interpretations of the Administrator of the Plan upon any questions arising
      under the Plan, the Grant Notice, the Restricted Stock Unit Agreement or this
      Deferral Election.

     

    


    
      	
              HOLDER:

            
	
               

              By:
                      

            
	
              Print
                Name:
                     

            
	
              Address:
                     

            
	 
	
               

              Date:
                 

            


    

    


    You
      must
      return this Deferral Election to the
      General Counsel

    of
      Schiff Nutrition International, Inc. on or before ____________ ,
      20____

     

     

     

     

    
      
        
        

      

      
        C
          - 4