EXHIBIT
10.16B

    


    SYNUTRA
INTERNATIONAL, INC.

    2008
STOCK INCENTIVE PLAN

    NONQUALIFIED
STOCK OPTION AGREEMENT

     

    THIS NONQUALIFIED STOCK OPTION
AGREEMENT (this “Option
Agreement”) dated _____________________ by and between Synutra
International, Inc., a Delaware corporation (the “Corporation”), and
___________________________ (the “Grantee”) evidences the
nonqualified stock option (the “Option”) granted by the
Corporation to the Grantee as to the number of shares of the Corporation’s
Common Stock first set forth below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Number of Shares of Common Stock:1

                                          	
                                            _______

                                          	 	
                                            Award Date:  __________________

                                          
	
                                            Exercise Price per Share:1

                                          	
                                            $________

                                          	 	
                                            Expiration Date:1,2  _____________

                                          
	
                                            Vesting1,2  [The Option
      shall become vested as to 25% of the total number of shares of Common
      Stock subject to the Option on the first anniversary of the Award
      Date.  The remaining 75% of the total number of shares of Common
      Stock subject to the Option shall become vested in 36 substantially equal
      monthly installments, with the first installment vesting on the last day
      of the month following the month in which the first anniversary of the
      Award Date occurs and an additional installment vesting on the last day of
      each of the 35 months thereafter.]

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    The
Option is granted under the Synutra International, Inc. 2008 Stock Incentive
Plan (the “Plan”) and
subject to the Terms and Conditions of Nonqualified Stock Option (the “Terms”) attached to this
Option Agreement (incorporated herein by this reference) and to the
Plan.  The Option has been granted to the Grantee in addition to, and
not in lieu of, any other form of compensation otherwise payable or to be paid
to the Grantee.  Capitalized terms are defined in the Plan if not
defined herein.  The parties agree to the terms of the Option set
forth herein.  The Grantee acknowledges receipt of a copy of the
Terms, the Plan and the Prospectus for the Plan.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              “GRANTEE”

                                            	 	
                                              SYNUTRA
      INTERNATIONAL, INC.

                                            
	  
      	 	
                                              a
      Delaware corporation

                                            
	  
      	 
      	 	 
	 
      	 
      	 
      	 
	

                                              Signature
      

                                            	 	
                                              By:

                                            	 
      
	  
      	 	 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                        
      

                                  	 
      	
                                    Print Name:

                                  	  
       


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	

                                  Print
      Name

                                	  
      	
                                      
      

                                	   
      
	  
      	 	

                                  Title: 

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        

      

    

    1     Subject
to adjustment under Section 7.1 of the Plan. 

    
      2     Subject
to early termination under Section 4 of the Terms and Section 7.2 of the
Plan.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONSENT
OF SPOUSE

     

    In
consideration of the Corporation’s execution of this Option Agreement, the
undersigned spouse of the Grantee agrees to be bound by all of the terms and
provisions hereof and of the Plan.

     

    
      
        
          
            	 
      	 
      	 
      	 
      
	
                    Signature
      of Spouse

                  	 
      	
                    Date

                  	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TERMS
AND CONDITIONS OF NONQUALIFIED STOCK OPTION

     

    
      	
              1.

            	
              Vesting; Limits on
      Exercise; Incentive Stock Option
Status.

            


    

     

    The
Option shall vest and become exercisable in percentage installments of the
aggregate number of shares subject to the Option as set forth on the cover page
of this Option Agreement.  The Option may be exercised only to the
extent the Option is vested and exercisable.

     

    
      	
               
      

            	
              ·

            	
              Cumulative
      Exercisability.  To the extent that the Option is vested
      and exercisable, the Grantee has the right to exercise the Option (to the
      extent not previously exercised), and such right shall continue, until the
      expiration or earlier termination of the
Option.

            


    

     

    
      	
               
      

            	
              ·

            	
              No Fractional
      Shares.  Fractional share interests shall be disregarded,
      but may be cumulated.

            


    

     

    
      	
               
      

            	
              ·

            	
              Minimum
      Exercise.  No fewer than 100 shares of Common Stock
      (subject to adjustment under Section 7.1 of the Plan) may be purchased at
      any one time, unless the number purchased is the total number at the time
      exercisable under the Option.

            


    

     

    
      	
               
      

            	
              ·

            	
              Nonqualified Stock
      Option.  The Option is a nonqualified stock option and is
      not, and shall not be, an incentive stock option within the meaning of
      Section 422 of the Code.

            


    

     

    
      	
              2.

            	
              Continuance of
      Employment/Service Required; No Employment/Service
      Commitment.

            


    

     

    The vesting schedule applicable to the
Option requires continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of the Option
and the rights and benefits under this Option Agreement.  Employment
or service for only a portion of the vesting period, even if a substantial
portion, will not entitle the Grantee to any proportionate vesting or avoid or
mitigate a termination of rights and benefits upon or following a termination of
employment or services as provided in Section 4 below or under the
Plan.

     

    Nothing contained in this Option
Agreement or the Plan constitutes a continued employment or service commitment
by the Corporation or any of its Subsidiaries, affects the Grantee’s status, if
he or she is an employee, as an employee at will who is subject to termination
without cause, confers upon the Grantee any right to remain employed by or in
service to the Corporation or any Subsidiary, interferes in any way with the
right of the Corporation or any Subsidiary at any time to terminate such
employment or service, or affects the right of the Corporation or any Subsidiary
to increase or decrease the Grantee’s other compensation.

     

    
      	
              3.

            	
              Method of Exercise of
      Option.

            


    

     

    The
Option shall be exercisable by the delivery to the Secretary of the Corporation
(or such other person as the Administrator may require pursuant to such
administrative exercise procedures as the Administrator may implement from time
to time) of:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ·

            	
              a
      written notice stating the number of shares of Common Stock to be
      purchased pursuant to the Option or by the completion of such other
      administrative exercise procedures as the Administrator may require from
      time to time,

            


    

     

    
      	
               
      

            	
              ·

            	
              payment
      in full for the Exercise Price of the shares to be purchased in cash,
      check or by electronic funds transfer to the Corporation, or (subject to
      compliance with all applicable laws, rules, regulations and listing
      requirements and further subject to such rules as the Administrator may
      adopt as to any non-cash payment) in shares of Common Stock already owned
      by the Grantee, valued at their fair market value (as determined under the
      Plan) on the exercise date;

            


    

     

    
      	
               
      

            	
              ·

            	
              any
      written statements or agreements required pursuant to Section 8.1 of the
      Plan; and

            


    

     

    
      	
               
      

            	
              ·

            	
              satisfaction
      of the tax withholding provisions of Section 8.5 of the
    Plan.

            


    

     

    The
Administrator also may, but is not required to, authorize a non-cash payment
alternative by notice and third party payment in such manner as may be
authorized by the Administrator, or, subject to such procedures as the
Administrator may adopt, authorize a “cashless exercise” with a third party who
provides simultaneous financing for the purposes of (or who otherwise
facilitates) the exercise of the Option.

     

    
      	
              4.

            	
              Early
      Termination of Option.

            


    

     

    4.1           Expiration
Date.  Subject to earlier termination as provided below in this
Section 4, the Option will terminate on the “Expiration Date” set forth on the
cover page of this Option Agreement (the “Expiration
Date”).

     

    4.2           Possible Termination of Option upon
Certain Corporate Events.  The Option is subject to termination
in connection with certain corporate events as provided in Section 7.2 of the
Plan.

     

    4.3           Termination of Option upon a
Termination of Grantee’s Employment or Services.  Subject to
earlier termination on the Expiration Date of the Option or pursuant to Section
4.2 above, if the Grantee ceases to be employed by or ceases to provide services
to the Corporation or a Subsidiary, the following rules shall apply (the last
day that the Grantee is employed by or provides services to the Corporation or a
Subsidiary is referred to as the Grantee’s “Severance Date”):

     

    
      	
               
      

            	
              ·

            	
              other
      than as expressly provided below in this Section 4.3, (a) the Grantee will
      have until the date that is 3 months after his or her Severance Date to
      exercise the Option (or portion thereof) to the extent that it was vested
      on the Severance Date, (b) the Option, to the extent not vested on the
      Severance Date, shall terminate on the Severance Date, and (c) the Option,
      to the extent exercisable for the 3-month period following the Severance
      Date and not exercised during such period, shall terminate at the close of
      business on the last day of the 3-month
period;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              ·

            	
              if
      the termination of the Grantee’s employment or services is the result of
      the Grantee’s death or Total Disability (as defined below), (a) the
      Grantee (or his beneficiary or personal representative, as the case may
      be) will have until the date that is 12 months after the Grantee’s
      Severance Date to exercise the Option (or portion thereof) to the extent
      that it was vested on the Severance Date, (b) the Option, to the extent
      not vested on the Severance Date, shall terminate on the Severance Date,
      and (c) the Option, to the extent exercisable for the 12-month period
      following the Severance Date and not exercised during such period, shall
      terminate at the close of business on the last day of the 12-month
      period;

            


    

     

    
      	
               
      

            	
              ·

            	
              if
      the Grantee’s employment or services are terminated by the Corporation or
      a Subsidiary for Cause (as defined below), the Option (whether vested or
      not) shall terminate on the Severance
Date.

            


    

     

    For
purposes of the Option, “Total
Disability” means a “permanent and total disability” (within the meaning
of Section 22(e)(3) of the Code or as otherwise determined by the
Administrator).

     

    For
purposes of the Option, “Cause” means that the
Grantee:

     

    
      	
               
      

            	
              (1)

            	
              has
      been negligent in the discharge of his or her duties to the Corporation or
      any of its Subsidiaries, has refused to perform stated or assigned duties
      or is incompetent in or (other than by reason of a disability or analogous
      condition) incapable of performing those
duties;

            


    

     

    
      	
               
      

            	
              (2)

            	
              has
      been dishonest or committed or engaged in an act of theft, embezzlement or
      fraud, a breach of confidentiality, an unauthorized disclosure or use of
      inside information, customer lists, trade secrets or other confidential
      information; has breached a fiduciary duty, or willfully and materially
      violated any other duty, law, rule, regulation or policy of the
      Corporation, any of its Subsidiaries or any affiliate of the Corporation
      or any of its Subsidiaries; or has been convicted of a felony or
      misdemeanor (other than minor traffic violations or similar
      offenses);

            


    

     

    
      	
               
      

            	
              (3)

            	
              has
      materially breached any of the provisions of any agreement with the
      Corporation, any of its Subsidiaries or any affiliate of the Corporation
      or any of its Subsidiaries; or

            


    

     

    
      	
               
      

            	
              (4)

            	
              has
      engaged in unfair competition with, or otherwise acted intentionally in a
      manner injurious to the reputation, business or assets of, the
      Corporation, any of its Subsidiaries or any affiliate of the Corporation
      or any of its Subsidiaries; has improperly induced a vendor or customer to
      break or terminate any contract with the Corporation, any of its
      Subsidiaries or any affiliate of the Corporation or any of its
      Subsidiaries; or has induced a principal for whom the Corporation, any of
      its Subsidiaries or any affiliate of the Corporation or any of its
      Subsidiaries acts as agent to terminate such agency
      relationship.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In all
events the Option is subject to earlier termination on the Expiration Date of
the Option or as contemplated by Section 4.2.  The Administrator shall
be the sole judge of whether the Grantee continues to render employment or
services for purposes of this Option Agreement.

     

    
      	
              5.

            	
              Non-Transferability.

            


    

     

    The
Option and any other rights of the Grantee under this Option Agreement or the
Plan are nontransferable and exercisable only by the Grantee, except as set
forth in Section 5.7 of the Plan.

     

    
      	
              6.

            	
              Notices.

            


    

     

    Any
notice to be given under the terms of this Option Agreement shall be in writing
and addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Grantee at the address last reflected on the Corporation’s
payroll records, or at such other address as either party may hereafter
designate in writing to the other.  Any such notice shall be delivered
in person or shall be enclosed in a properly sealed envelope addressed as
aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.  Any such notice shall be
given only when received, but if the Grantee is no longer employed by the
Corporation or a Subsidiary, shall be deemed to have been duly given five
business days after the date mailed in accordance with the foregoing provisions
of this Section 6.

     

    
      	
              7.

            	
              Plan.

            


    

     

    The
Option and all rights of the Grantee under this Option Agreement are subject to
the terms and conditions of the Plan, incorporated herein by this
reference.  The Grantee agrees to be bound by the terms of the Plan
and this Option Agreement (including these Terms).  The Grantee
acknowledges having read and understanding the Plan, the Prospectus for the
Plan, and this Option Agreement.  Unless otherwise expressly provided
in other sections of this Option Agreement, provisions of the Plan that confer
discretionary authority on the Board or the Administrator do not and shall not
be deemed to create any rights in the Grantee unless such rights are expressly
set forth herein or are otherwise in the sole discretion of the Board or the
Administrator so conferred by appropriate action of the Board or the
Administrator under the Plan after the date
hereof.

     

    
      	
              8.

            	
              Entire
      Agreement.

            


    

     

    This
Option Agreement (including these Terms) and the Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter
hereof.  The Plan and this Option Agreement may be amended pursuant to
Section 8.6 of the Plan.  Such amendment must be in writing and
signed by the Corporation.  The Corporation may, however, unilaterally
waive any provision hereof in writing to the extent such waiver does not
adversely affect the interests of the Grantee hereunder, but no such waiver
shall operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Governing
      Law.

            


    

     

    This
Option Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware without regard to conflict of law
principles thereunder.

     

    
      	
              10.

            	
              Effect of this
      Agreement.

            


    

     

    Subject
to the Corporation’s right to terminate the Option pursuant to Section 7.2 of
the Plan, this Option Agreement shall be assumed by, be binding upon and inure
to the benefit of any successor or successors to the Corporation.

     

    
      	
              11.

            	
              Counterparts.

            


    

     

    This
Option Agreement may be executed simultaneously in any number of counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

     

    
      	
              12.

            	
              Section
      Headings.

            


    

     

    The
section headings of this Option Agreement are for convenience of reference only
and shall not be deemed to alter or affect any provision
hereof.