Nutrastar International Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3

NUTRASTAR INTERNATIONAL INC.

2009 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED SHARES GRANT 

Capitalized but otherwise undefined terms in this Notice of
Restricted Shares Grant and the attached Restricted Shares Grant Agreement shall
have the same defined meanings as in the Nutrastar International Inc. 2009
Equity Incentive Plan (the “Plan”). 

Grantee Name: Joshua
Kurtzig                   
 
Address:                                                          


You have been granted Restricted Shares subject to the terms
and conditions of the Plan and the attached Restricted Shares Grant Agreement,
as follows: 

	
     
	
    Date of Grant: 
	
    January 24, 2011 
	
     

	
     
	
    Vesting Commencement Date: 
	
    January 24, 2011 
	
     

	
     
	
    Exercise Price per Share: 
	
    $0 
	
     

	
     
	
    Total Number of Shares Granted: 
	
    20,000
    
	
     

	
     
	
    Total Purchase Price: 
	
    $0 
	
     

	
     
	
    Agreement Date 
	
    January 24, 2011 
	
     

	
     
	
    Vesting Schedule: 
	
    as
      follows 
	
     



The Restricted Share vests under the following schedule:


	Number of Shares 	Vesting Date 
	5,000 	July 31, 2011 
	5,000 	January 31, 2012 
	5,000 	July 31, 2012 
	5,000 	January 31, 2013













NUTRASTAR INTERNATIONAL INC. 

2009 EQUITY INCENTIVE PLAN 




RESTRICTED SHARES GRANT AGREEMENT 


This RESTRICTED SHARES GRANT AGREEMENT (“Agreement”), dated as of the Agreement Date specified on the Notice of Restricted Shares Grant is made by and between NUTRASTAR INTERNATIONAL INC., a Nevada corporation (the
“Company”), and the grantee named in the Notice of Restricted Shares Grant (the “Grantee,” which term as used herein shall be deemed to include any successor to Grantee by will or by the laws of descent and
distribution, unless the context shall otherwise require). 


BACKGROUND 


 Pursuant to the Plan, the Company, acting through the Administrator, approved the issuance to Grantee, effective as of the date set forth above, of an award of the number of Restricted Shares as is set forth in the attached Notice of Restricted
Shares Grant (which is expressly incorporated herein and made a part hereof, the “Notice of Restricted Shares Grant”) at the purchase price per share of Restricted Shares (the “Purchase Price”), if any, set forth in the
attached Notice of Restricted Shares Grant, upon the terms and conditions hereinafter set forth. 


 NOW, THEREFORE, in consideration of the mutual premises and undertakings hereinafter set forth, the parties agree as follows: 1. Grant and Purchase of Restricted Shares.  The Company hereby grants to Grantee, and Grantee hereby
accepts the number of Restricted Shares set forth in the Notice of Restricted Shares Grant, subject to the payment by Grantee of the total purchase price, if any, set forth in the Notice of Restricted Shares Grant.


2. Stockholder Rights. 


(a) Voting Rights.  Until such time as all or any part of the Restricted Shares are forfeited to the Company under this Agreement, if ever, Grantee (or any successor in interest) has the rights of a stockholder, including voting rights, with
respect to the Restricted Shares subject, however, to the transfer restrictions or any other restrictions set forth in the Plan.


(b) Dividends and Other Distributions. During the Period of Restriction, Participants holding Restricted Shares are entitled to all regular cash dividends or other distributions paid with respect to all Shares while they are so held. If any
such dividends or distributions are paid in Shares, such Shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.


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3. Vesting of Restricted Shares. 


(a) The Restricted Shares are restricted and subject to forfeiture until vested.  The Restricted Shares which have vested and are no longer subject to forfeiture are referred to as “Vested Shares.” All Restricted Shares which have not
become Vested Shares are referred to as “Nonvested Shares.” 


(b) Restricted Shares will vest and become nonforfeitable in accordance with the vesting schedule contained in the Notice of Restricted Shares Grant except that 100% of Grantee’s Nonvested Shares will vest in full upon a Change of Control. 


(c) Definitions. Terms used in section 3 and 4 have the following meanings: 


(i) “Cause” has the meaning ascribed to such term or words of similar import in Grantee’s written employment or service contract with the Company or its subsidiaries and, in the absence of such agreement or definition, means
Grantee’s (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company or its subsidiaries, or any affiliate, customer or vendor; (iii)
personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in
connection with Grantee’s duties or willful failure to perform Grantee’s responsibilities in the best interests of the Company or its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation of any rule, regulation,
procedure or policy of the Company or its subsidiaries; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by Grantee for the benefit of the Company or its
subsidiaries, all as determined by the Board of Directors of the Company, which determination will be conclusive.


(ii) “Retirement” means Grantee’s retirement from Company employ at age 65 as determined in accordance with the policies of the Company or its subsidiaries in good faith by the Board of Directors of the Company, which determination
will be final and binding on all parties concerned. 


(d) Nonvested Shares may not be sold, transferred, assigned, pledged, or otherwise disposed of, directly or indirectly, whether by operation of law or otherwise. The restrictions set forth in this Section will terminate upon a Change of Control. 


4. Forfeiture of Nonvested Shares. Except as provided herein, if Grantee's service with the Company ceases for any reason other than Grantee’s (a) death, (b) Disability, (c) Retirement, or (d) termination by the Company without
Cause, any Nonvested Shares will be automatically forfeited to the Company, subject to the re-payment by the Company at the lesser of (1) the original purchase price paid by the Participant pursuant to the Award Agreement or (2) the Shares’
Fair Market Value on the date of repurchase. 


(a) Legend. Each certificate representing Restricted Shares granted pursuant to the Notice of Restricted Shares Grant may bear a legend substantially as follows: 


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“THE SALE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE NUTRASTAR INTERNATIONAL INC. 2009 EQUITY
INCENTIVE PLAN AND IN A RESTRICTED SHARE GRANT AGREEMENT. A COPY OF SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED FROM NUTRASTAR INTERNATIONAL INC.” 


(b) Escrow of Nonvested Shares. The Company has the right to retain the certificates representing Nonvested Shares in the Company’s possession until such time as all restrictions applicable to such Shares have been satisfied. 


(c) Removal of Restrictions. The Participant is entitled to have the legend removed from certificates representing Vested Shares. 


5. Recapitalizations, Exchanges, Mergers, Etc. The provisions of this Agreement apply to the full extent set forth herein with respect to any and all shares of capital stock of the Company or successor of the Company which may be
issued in respect of, in exchange for, or in substitution for the Restricted Shares by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise which does not terminate
this Agreement. Except as otherwise provided herein, this Agreement is not intended to confer upon any other person except the parties hereto any rights or remedies hereunder. 


6. Grantee Representations. 


 Grantee represents to the Company the following: 


(a) Restrictions on Transfer. Grantee acknowledges that the Restricted Shares to be issued to Grantee must be held indefinitely unless subsequently registered and qualified under the Securities Act or unless an exemption from registration and
qualification is otherwise available. In addition, Grantee understands that the certificate representing the Restricted Shares will be imprinted with a legend which prohibits the transfer of such Restricted Shares unless they are sold in a
transaction in compliance with the Securities Act or are registered and qualified or such registration and qualification are not required in the opinion of counsel acceptable to the Company. 


(b) Relationship to the Company; Experience.  Grantee either has a preexisting business or personal relationship with the Company or any of its officers, directors or controlling persons or, by reason of Grantee’s business or financial
experience or the business or financial experience of Grantee’s personal representative(s), if any, who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent, directly or indirectly, has the
capacity to protect Grantee’s own interests in connection with Grantee’s acquisition of the Restricted Shares to be issued to Grantee hereunder.  Grantee and/or Grantee’s personal representative(s) have such knowledge and
experience in financial, tax and business matters to
enable Grantee and/or them to utilize the information made available to Grantee and/or them in connection with the acquisition of the Restricted Shares to evaluate the merits and risks of the prospective investment and to make an informed investment
decision with respect thereto.


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(c) Grantee’s Liquidity. In reaching the decision to invest in the Restricted Shares, Grantee has carefully evaluated Grantee’s financial resources and investment position and the risks associated with this investment, and Grantee
acknowledges that Grantee is able to bear the economic risks of the investment.  Grantee (i) has adequate means of providing for Grantee’s current needs and possible personal contingencies, (ii) has no need for liquidity in Grantee’s
investment, (iii) is able to bear the substantial economic risks of an investment in the Restricted Shares for an indefinite period and (iv) at the present time, can afford a complete loss of such investment.  Grantee’s commitment to
investments which are not readily marketable is not disproportionate to Grantee’s net worth and Grantee’s investment in the Restricted Shares will not cause Grantee’s overall commitment to become excessive. 


(d) Access to Data. Grantee acknowledges that during the course of this transaction and before deciding to acquire the Restricted Shares, Grantee has been provided with financial and other written information about the Company. Grantee has
been given the opportunity by the Company to obtain any information and ask questions concerning the Company, the Restricted Shares, and Grantee’s investment that Grantee felt necessary; and to the extent Grantee availed himself of that
opportunity, Grantee has received satisfactory information and answers concerning the business and financial condition of the Company in response to all inquiries in respect thereof. 


(e) Risks.  Grantee acknowledges and understands that (i) an investment in the Company constitutes a high risk, (ii) the Restricted Shares are highly speculative, and (iii) there can be no assurance as to what investment return, if any, there
may be. Grantee is aware that the Company may issue additional securities in the future which could result in the dilution of Grantee’s ownership interest in the Company. 


(f) Valid Agreement. This Agreement when executed and delivered by Grantee will constitute a valid and legally binding obligation of Grantee which is enforceable in accordance with its terms. 


(g) Residence.  The address set forth on the Notice of Restricted Shares Grant is Grantee’s current address and accurately sets forth Grantee’s place of residence. 


(h) Tax Consequences. Grantee has reviewed with Grantee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement.  Grantee is relying solely on such
advisors and not on any statements or representations of the Company or any of its agents.  Grantee understands that Grantee (and not the Company) is responsible for Grantee’s own tax liability that may arise as a result of the transactions
contemplated by this Agreement. Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the purchase price for the Restricted Shares and the fair
market value of the Restricted Shares as of the date any restrictions on the Restricted Shares lapse.  Grantee understands that Grantee may elect to be taxed at the time the Restricted Shares is purchased rather than when and as the restrictions lapse by filing an
election under Section 83(b) of the Code with the Internal Revenue Service
within 30 days from the date of purchase. The form for making this election is
attached as Exhibit A hereto. 


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GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY
AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
GRANTEE’S BEHALF. 

7. No Employment Contract Created. The issuance
of the Restricted Shares is not be construed as granting to Grantee any right
with respect to continuance of employment or any service with the Company or any
of its subsidiaries. The right of the Company or any of its subsidiaries to
terminate at will Grantee's employment or terminate Grantee’s service at any
time (whether by dismissal, discharge or otherwise), with or without cause, is
specifically reserved, subject to any other written employment or other
agreement to which the Company and Grantee may be a party. 

8. Tax Withholding. The Company has the power and
the right to deduct or withhold, or require Grantee to remit to the Company, an
amount sufficient to satisfy Federal, state and local taxes (including the
Grantee’s FICA obligation) required by law to be withheld with respect to the
grant and vesting of the Restricted Shares. 

9. Interpretation. The Restricted Shares are
being issued pursuant to the terms of the Plan, and are to be interpreted in
accordance therewith. The Administrator will interpret and construe this
Agreement and the Plan, and any action, decision, interpretation or
determination made in good faith by the Administrator will be final and binding
on the Company and Grantee. 

10. Notices. All notices or other
communications which are required or permitted hereunder will be in writing and
sufficient if (i) personally delivered or sent by telecopy, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows: 

if to Grantee, to the address (or telecopy number) set forth on
the Notice of Restricted Shares Grant; and 

if to the Company, to the attention of the President at the
address set forth below: 

Nutrastar International Inc.

7/F Jinhua Mansion 
41 Hanguang
Street
Nangang District, Harbin 150080 
People's Republic of China



or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication will be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on
the first Business Day (as hereinafter defined) after dispatch, if sent by nationally-recognized overnight courier and (iii) on the fifth Business Day following the date on which the piece of mail containing such communication is posted, if sent by
mail. As used herein, “Business Day” means a day that is not a Saturday, Sunday or a day on which banking institutions in the city to which the notice or communication is to be sent are not required to be open. 

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11. Specific Performance. Grantee expressly agrees that the Company will be irreparably damaged if the provisions of this Agreement and the Plan are not specifically enforced. Upon a breach or threatened breach of the terms, covenants
and/or conditions of this Agreement or the Plan by Grantee, the Company will, in addition to all other remedies, be entitled to a temporary or permanent injunction, without showing any actual damage, and/or decree for specific performance, in
accordance with the provisions hereof and thereof. The Administrator has the power to determine what constitutes a breach or threatened breach of this Agreement or the Plan. Any such determinations will be final and conclusive and binding upon
Grantee. 


12. No Waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 


13. Grantee Undertaking. Grantee hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions imposed on Grantee pursuant to the express provisions of this Agreement. 


14. Modification of Rights.  The rights of Grantee are subject to modification and termination in certain events as provided in this Agreement and the Plan. 


15. Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to its conflict or choice of law principles that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.


16. Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. Facsimile
execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. 


17. Entire Agreement. This Agreement (including the Notice of Restricted Shares Grant) and the Plan, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previously
written or oral negotiations, commitments, representations and agreements with respect thereto. 


18. Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not
affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 


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19. WAIVER OF JURY TRIAL.  THE GRANTEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 


[Signature Page Follows] 


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IN WITNESS WHEREOF, the parties hereto have executed
this Restricted Share Grant Agreement as of the date first written above. 

NUTRASTAR INTERNATIONAL INC.


By:/s/ Lianyun
Han                                          

Name: Lianyun Han 
Title: Chief Executive Officer


GRANTEE: 

/s/ Joshua
Kurtzig                                            
               

Name: Joshua Kurtzig  


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SPOUSE'S CONSENT TO AGREEMENT 
(Required where
Grantee resides in a community property state) 


I acknowledge that I have read the Agreement and the Plan and
that I know and understand the contents of both. I am aware that my spouse has
agreed therein to the imposition of certain forfeiture provisions and
restrictions on transferability with respect to the Restricted Shares that are
the subject of the Agreement, including with respect to my community interest
therein, if any, on the occurrence of certain events described in the Agreement.
I hereby consent to and approve of the provisions of the Agreement, and agree
that I will abide by the Agreement and bequeath any interest in the Restricted
Shares which represents a community interest of mine to my spouse or to a trust
subject to my spouse's control or for my spouse's benefit or the benefit of our
children if I predecease him. 

	Dated:	 	 	 
	 	 	Signature 	 
	 	 	  	 
	 	 	  	 
	 	 	  	 
	 	 	Print Name 	 


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Exhibit A 

ELECTION UNDER SECTION 83(b) 
OF THE INTERNAL REVENUE CODE
OF 1986 

The undersigned taxpayer hereby elects, pursuant to Sections 55
and 83(b) of the Internal Revenue Code of 1986, as amended, to include in
taxpayer’s gross income or alternative minimum taxable income, as the case may
be, for the current taxable year the amount of any compensation taxable to
taxpayer in connection with taxpayer’s receipt of the property described below.


1. The name, address, taxpayer identification number and
taxable year of the undersigned are as follows: 

	 	                                                                                 	TAXPAYER: 	SPOUSE: 
	 	NAME: 	 	  
	 	ADDRESS: 	 	  
	 	IDENTIFICATION NO.: 	 	  
	 	TAXABLE YEAR: 	 	  


2. The property with respect to which the election is made is
described as follows: ____ shares (the “Shares”) of the Common Stock of
Nutrastar International Inc. (the “Company”). 

3. The date on which the property was transferred
is:___________________,______. 

4. The property is subject to the following restrictions: 

The Shares may not be transferred and
are subject to forfeiture under the terms of an agreement between the taxpayer
and the Company. These restrictions lapse upon the satisfaction of certain
conditions contained in such agreement. 

5. The fair market value at the time of transfer, determined
without regard to any restriction other than a restriction which by its terms
will never lapse, of such property is: $_________________. 

6. The amount (if any) paid for such property is:
$_________________. 

The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. The transferee of such property is the
person performing the services in connection with the transfer of said property.


The undersigned understands that the foregoing election may
not be revoked except with the consent of the Commissioner. 

	Dated: ______________________, ______	 		 
	  	 	Taxpayer 	 
	 	 	 	 
	The undersigned spouse of taxpayer joins in this
      election. 
	  	 	  	 
	Dated: ______________________, ______	 		 
	  	 	Spouse of Taxpayer 	 


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