Exhibit
10.29


 


NBTY, INC.

2009 EQUITY AWARDS PLAN


 


RESTRICTED
STOCK UNIT AGREEMENT


 


AGREEMENT (“Agreement”), dated as of               ,
20    , by and between NBTY, Inc., a Delaware
corporation (the “Company”), and                         
(the “Grantee”).


 


The Compensation and Stock Option Committee
of the Board of Directors of the Company (the “Committee”) granted this
restricted stock unit award (the “Award”) on                   ,
20     (the “Grant Date”) under the NBTY, Inc. 2009
Equity Awards Plan (the “Plan”).  Unless
otherwise indicated, any capitalized term used but not defined herein shall
have the meaning ascribed to such term in the Plan.  A copy of the Plan as in effect on the date
hereof has been delivered to the Grantee. 
By signing and returning this Agreement, the Grantee acknowledges having
received and read a copy of the Plan as in effect on the date hereof and agrees
to comply with the Plan, this Agreement and all applicable laws and
regulations.


 


Accordingly, the parties hereto agree as
follows:


 


1.             Grant of Award.  Subject in all respects to the Plan and the
terms and conditions set forth herein and therein, the Grantee is hereby
granted an Award with respect to                                   
(      ) restricted stock units (“RSUs”).  On any day, each RSU shall equal the Fair
Market Value of one share of Common Stock (each, a “Share”).


 


2.             Restriction Period and Vesting.


 


(a)      For purposes of this
Agreement, the Restriction Period is the period beginning on the Grant Date and
ending on the           
anniversary of the Grant Date (the “Restriction Period”). The Committee may, in
accordance with the Plan and to the extent permitted by section 409A of the
Code (if applicable), accelerate the expiration of the Restriction Period as to
some or all of the RSUs at any time.


 


(b)      Except as set forth in
subsection (c) of this Section 2, the following table indicates each
date upon which the Grantee shall first become vested in the percentage of the
Award indicated beside each such date, provided that the Grantee has not had a
Termination (as defined in Section 4) at any time prior to such date (each
of the dates set forth below being herein called a “Vesting Date”):


 




	
  Vesting Date

  	
   

  	
  Total

  Percentage Vested

  	
   

  
	
  1st Anniversary of Grant Date

  	
   

  	
  0

  	
  %

  
	
  2nd Anniversary of Grant Date 

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Anniversary of Grant Date

  	
   

  	
  100

  	
  %

  






 

















 


There shall be no proportionate or partial
vesting in the periods prior to each Vesting Date; vesting shall occur only on
the appropriate Vesting Date.


 


(c)           Upon the occurrence of a Change in Control, the
Award shall immediately vest with respect to all Shares subject thereto.


 


3.             Settlement of Award.


 


[Alternative 1 — use if award is to be settled in shares of Common
Stock.]


 


Provided the Award has not
been previously forfeited, as soon as administratively practicable following
the expiration of the Restriction Period, but in no event later than sixty (60)
days following the expiration of the Restriction Period, the Company shall
issue to the Grantee in a single payment the number of Shares underlying the
Awards on the date of the expiration of the Restriction Period.  Upon payout the Company shall, in its
discretion, cause such Shares as to which the Grantee is entitled pursuant
hereto (i) to be released without restriction on transfer by delivery of a
stock certificate in the name of the Grantee or his or her designee, and the
certificate shall be released to the custody of the Grantee or (ii) to be
credited without restriction on transfer to a book-entry account for the
benefit of the Grantee or his or her designee maintained by the Company’s stock
transfer agent or its designee.  The
Company may postpone  the delivery of
Shares until it is satisfied that the issuance of such Shares will not violate
any of the provisions of the Securities Act of 1933, as amended, or the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or the
requirements of applicable state law relating to authorization, issuance or
sale of securities, or until there has been compliance with the provisions of
such acts or rules.  The Grantee
understands that the Company is under no obligation to register or qualify the
Shares with the Securities and Exchange Commission, any state securities
commission or any stock exchange to effect such compliance.


 


[Alternative 2 — use if award is to be settled in cash.]


 


Provided the Award has not
been previously forfeited, as soon as administratively practicable following
the expiration of the Restriction Period, but in no event later than sixty (60)
days following the expiration of the Restriction Period, the Company shall pay
to the Grantee a single lump sum cash payment equal to the Fair Market Value of
the number of Shares underlying the Award on the date of the expiration of the
Restriction Period.


 


4.             Termination.  “Termination” shall mean the Grantee’s
termination of employment with the Company and its subsidiaries, except that if
the Grantee is an outside director, “Termination” shall mean the cessation of
the Grantee’s service on the Board and if the Holder is a consultant, “Termination”
shall mean the cessation of the Grantee’s performance of services for the
Company and its subsidiaries.


 


Subject to the terms of the Plan and this
Agreement:


 


(a)           In the event of the Grantee’s Termination by reason
of death, disability (as defined in section 22(e)(3) of the Code) or
involuntary Termination without “cause” (as defined herein), the Award, to the
extent vested at the time of the Grantee’s Termination, shall be paid in 


 


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the form specified in Section 3
within sixty (60) days following the date of the Grantee’s Termination.  For purposes of this Agreement, “cause” shall
mean:  (i) the disclosure or misuse
of confidential information or trade secrets; (ii) activities in violation
of the policies of the Company, including, without limitation, the Company’s
insider trading policy; (iii) the violation or breach of any material
provision in any employment contract or agreement among the Grantee and the
Company or any of its subsidiaries; (iv) engaging in conduct relating to
the Grantee’s employment with the Company for which either criminal or civil
penalties may be sought; and (v) willful engaging in conduct that is
demonstrably injurious to the Company or any of its subsidiaries, monetarily or
otherwise, including conduct that, in the reasonable judgment of the Committee,
does not conform to the standard of conduct expected of the Company’s
executives or employees. The determination of whether an employee’s or former
employee’s Termination was for cause shall be made by the Committee in good
faith and in its sole discretion.


 


(b)           If the Grantee experiences a Termination for any
reason other than as described in subsection (a) above, the Grantee’s
entire Award (whether or not vested) shall be forfeited and canceled in its
entirety upon such Termination.


 


(c)           Any portion of the Award that is not vested as of
the date of the Grantee’s Termination for any reason shall terminate and expire
as of the date of such Termination.


 


5.             Change in Control.


 


(a)           Notwithstanding the provisions of Section 3.6
of the Plan, in the event of a Change in Control, the Award shall be treated in
accordance with one of the following methods as determined by the Committee in
its sole discretion: (i) the Award may be cancelled for fair value (as
determined in the sole discretion of the Committee) or (ii) a new award
may be issued in substitution of the Award that will substantially preserve the
otherwise applicable terms of the Award, as determined by the Committee in its
sole discretion.


 


(b)           Notwithstanding that the Award will be deemed vested
upon a Change in Control pursuant to Section 2(c), unless the Change in
Control qualifies as a change in control event within the meaning of Treasury
Regulation § 1.409A-3(i)(5), in no event will payment of the Award be made at a
time other than the time payment would be made in the absence of a Change in
Control.


 


6.             Restriction on Transfer of Award.  No part of the Award shall be anticipated,
alienated, attached, sold, assigned, pledged, encumbered, charged, hypothecated
or otherwise transferred other than by will or by the laws of descent and
distribution. The Award shall not be subject to levy by reason of any
execution, attachment or similar process. 
Upon any attempt to anticipate, alienate, attach, sell, assign, pledge,
encumber, charge, hypothecate or otherwise transfer the Award or in the event
of any levy upon the Award by reason of any execution, attachment or similar
process contrary to the provisions hereof, the Award shall immediately and
automatically become null and void.


 


7.             Rights as a Stockholder; Adjustments.  (a)  The Grantee shall have no rights as
a stockholder with respect to the Shares underlying the Award unless and until
the Grantee has become the holder of record of such Shares.  No adjustments shall be made to the Award or
the 


 


3

















 


Shares underlying the Award
for dividends in cash or other property, distributions or other rights in respect
of any such Shares, except as otherwise may be specifically provided in the
Plan. During the Restriction Period, all ordinary cash dividends paid upon any
Shares underlying the Award shall be retained by the Company for the account of
the Grantee.  Such dividends shall be
paid to the Company if for any reason the Shares subject to the Award upon
which such dividends were paid are forfeited. 
Upon the expiration of the Restriction Period (but in no event later than sixty (60) days following the expiration of
the Restriction Period), all dividends made on Shares not forfeited and
retained by the Company shall be paid to the Grantee. Extraordinary dividends,
additional shares and other property distributed to the Grantee in respect of
the Shares underlying the Award, as dividends or otherwise, shall be subject to
the same restrictions applicable to the Award.


 


(b)           The Committee will adjust the terms of the Award
(including, without limitation, the number of Shares underlying the Award and
the type of property to which the Award relates), in such manner as it deems
appropriate (including, without limitation, the cancellation of awards in
exchange for cash amounts determined by the Committee) to prevent the
enlargement or dilution of rights, or otherwise as it deems appropriate, for
any increase or decrease in the number of issued Shares (or issuance of shares
of stock other than Shares) resulting from a recapitalization, stock split,
reverse stock split, stock dividend, spinoff, split-up, combination, reclassification
or exchange of Shares, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure
or shares of the Company, including any extraordinary dividend or extraordinary
distribution.  After any adjustment made
pursuant to this Section 7(b), the number of Shares subject to the Award
will be rounded down to the nearest whole number.  Any adjustment to the Award by the Committee
pursuant to this Section 7(b) shall be final, binding and conclusive.


 


8.             Tax Withholding.


 


As a condition to the
delivery of any shares of Common Stock, cash or other securities or property
pursuant to the Award or the lifting or lapse of restrictions on the Award, or
in connection with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of the Company relating to
the Award (including, without limitation, FICA tax), (a) the Company may
deduct or withhold (or cause to be deducted or withheld) from any payment or distribution
to the Holder shares of Common Stock otherwise deliverable, (b) the
Committee shall be entitled to require that the Holder remit cash to the
Company (through payroll deduction or otherwise) or (c) the Company may
enter into any other suitable arrangements to withhold, in each case in an
amount sufficient in the opinion of the Company to satisfy such withholding
obligation.  In each case, the shares of
Common Stock deducted or withheld from any payment or distribution shall not
have an aggregate Fair Market Value in excess of the minimum amount required to
be withheld.  Any fraction of a share of
Common Stock which would be required to satisfy such obligation shall be
disregarded and the remaining amount due shall be paid in cash by the Holder.


 


9.             Provisions of Plan Control.  This Agreement is subject to all the terms,
conditions and provisions of the Plan, including, without limitation, the
amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Plan as may be adopted by the Committee and as
may be in effect from time to time.  The
Plan is incorporated herein by 


 


4

















 


reference.  If and to the extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the
Plan, the Plan shall control, and this Agreement shall be deemed to be modified
accordingly.  This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof
and supersedes any prior agreements between the Company and the Grantee with
respect to the subject matter hereof.


 


10.           Notices.  Any notice or communication given hereunder
(each a “Notice”) shall be in writing and shall be sent by personal delivery,
by courier or by United States mail (registered or certified mail, postage
prepaid and return receipt requested), to the appropriate party at the address
set forth below:


 


If to the Company, to:


 


NBTY, Inc.


2100
Smithtown Avenue


Ronkonkoma,
New York 11779


Attention:  General Counsel


 


If to the Grantee, to:  the address for the Grantee on file with the
Company;


 


or
such other address or to the attention of such other person as a party shall
have specified by prior Notice to the other party.  Each Notice will be deemed given and effective
upon actual receipt (or refusal of receipt).


 


11.           No Obligation to Continue Service.  This Agreement is not an agreement of
employment or retention.  This Agreement
does not guarantee that the Company or its subsidiaries will employ, retain or
continue to employ or retain the Grantee during the entire term of this
Agreement (or any portion thereof), including but not limited to any period
during which the Award is outstanding, nor does it modify in any respect the
Company’s or its subsidiaries’ right to terminate or modify the Grantee’s
employment or retention or compensation.


 


12.           Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the state of Delaware, without regard
to principles of conflict of laws.


 


13.           Waiver of Jury Trial.  The Grantee waives any right it may have to
trial by jury in respect of any litigation based on, arising out of, under or
in connection with this Agreement or the Plan.


 


14.           Choice of Forum.


 


(a)           Jurisdiction.  The Company and the Grantee, as a condition
to the Grantee’s receipt of the Award, hereby irrevocably submit to the
exclusive jurisdiction of any state or federal court located in Suffolk County,
New York over any suit, action or proceeding arising out of or relating to or concerning
the Plan or this Agreement.  The Company
and the Grantee, as a condition to the Grantee’s receipt of the Award,
acknowledge that the forum designated by this Section 14(a) has a
reasonable relation to the Plan and this Agreement and to the relationship 


 


5

















 


between the Grantee and the
Company.  Notwithstanding the foregoing,
nothing herein shall preclude the Company from bringing any action or
proceeding in any other court for the purpose of enforcing the provisions of Section 14.


 


(b)           Acceptance of Jurisdiction.  The agreement by the Company and the Grantee
as to forum is independent of the law that may be applied in the action, and
the Company and the Grantee, as a condition to the Grantee’s receipt of the
Award, (i) agree to such forum even if the forum may under applicable law
choose to apply non-forum law, (ii) hereby waive, to the fullest extent
permitted by applicable law, any objection which the Company or the Grantee now
or hereafter may have to personal jurisdiction or to the laying of venue of any
such suit, action or proceeding in any court referred to in Section 14(a),
(iii) undertake not to commence any action arising out of or relating to
or concerning the Plan or this Agreement in any forum other than the forum
described in this Section 14 and (iv) agree that, to the fullest
extent permitted by applicable law, a final and non-appealable judgment in any
such suit, action or proceeding in any such court shall be conclusive and
binding upon the Company and the Grantee.


 


(c)           Service of Process.  The Grantee, as a condition to the Grantee’s
receipt of the Award, hereby irrevocably appoints the General Counsel of the
Company as the Grantee’s agent for service of process in connection with any action,
suit or proceeding arising out of or relating to or concerning the Plan or this
Agreement, who shall promptly advise the Grantee of any such service of
process.


 


(d)           Confidentiality.  The Grantee, as a condition to the Grantee’s
receipt of the Award, agrees to keep confidential the existence of, and any
information concerning, a dispute, controversy or claim described in Section 14,
except that the Grantee may disclose information concerning such dispute,
controversy or claim to the court that is considering such dispute, controversy
or claim or to the Grantee’s legal counsel (provided that such counsel agrees
not to disclose any such information other than as necessary to the prosecution
or defense of the dispute, controversy or claim).


 


15.           Counterparts.  This Agreement may be executed with
counterpart signature pages or in separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same agreement.


 


16.           Section 409A.


 


(a)           Notwithstanding any provision to the contrary herein, to the
extent any payment to be made pursuant to this Award in connection with a
Termination would be subject to the additional tax of section 409A of the Code,
the payment shall be delayed until six months after such Termination (or, if
earlier, the Grantee’s death).


 


(b)           It
is intended that this Agreement comply with the provisions of section 409A of
the Code, to the extent applicable thereto. 
This Agreement shall be administered and interpreted in a manner
consistent with this intent. 
Notwithstanding the foregoing, no particular tax result for the Grantee
with respect to any income recognized by the Grantee in connection with the
Award is guaranteed under the Plan or this Agreement, and the Grantee solely
shall be 


 


6

















 


responsible for
any taxes, interest, penalties or other amounts imposed on the Grantee in
connection with the Agreement or Award.


 


IN WITNESS WHEREOF, the parties
have executed this Agreement on the date and year first above written.


 


 


	
  GRANTEE

  	
  NBTY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
  [Name]

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  



 


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