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: 	   Chong Shaw Cheng David 



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: 	December 22, 2015 
	 	Vesting Commencement Date: 	December 22, 2015 
	 	Exercise Price Per Share: 	$0.00
    
	 	Total Number of Shares Granted: 	40,000
      shares 
	 	Total Purchase Price: 	$0.00
    
	 	Agreement Date:	December 22, 2015
	 	 Vesting Schedule: 	as follows


The Restricted Share vests under the following schedule:


	 	Number
      of Shares 	 	Vesting Date 	 
	 	10,000 	 	June 15, 2016 	 
	 	10,000 	 	December 15, 2016 	 
	 	10,000 	 	June 15, 2017 	 
	 	10,000 	 	December 15, 2017
	 







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.
4/F
Yushan Plaza, 51 Yushan Road
Nangang District, Harbin 150090 
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. 

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/
    Robert Tick 
	 	Robert Tick 
	 	Chief Financial Officer




GRANTEE: 


	     /s/ David Chong
	Name: David Chong 



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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 


9 




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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