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IN THE PLAN.
NO SHARES OF COMMON STOCK SHALL BE ISSUED UNLESS AND UNTIL PAYMENT
THEREFOR HAS BEEN MADE OR PROVIDED.
(B)
THE COMMITTEE WILL ADJUST THE TERMS OF THE OPTION (INCLUDING,
WITHOUT LIMITATION, THE NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE OPTION,
THE TYPE OF PROPERTY TO WHICH THE OPTION RELATES AND THE OPTION PRICE), IN SUCH
MANNER AS IT DEEMS APPROPRIATE (INCLUDING, WITHOUT LIMITATION, BY PAYMENT OF
CASH) 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 OF
COMMON STOCK (OR ISSUANCE OF SHARES OF STOCK OTHER THAN SHARES OF COMMON STOCK)
RESULTING FROM A RECAPITALIZATION, STOCK SPLIT, REVERSE STOCK SPLIT, STOCK
DIVIDEND, SPINOFF, SPLITUP, COMBINATION, RECLASSIFICATION OR EXCHANGE OF SHARES
OF COMMON STOCK, 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 9(B), THE
NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE OPTION WILL BE ROUNDED DOWN TO
THE NEAREST WHOLE NUMBER.
10.
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 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 HOLDER
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
11.
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.
90 Orville Drive
Bohemia, New York 11716
Attention:
General Counsel
If to the Holder, to:
the address for the Holder 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).
12.
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
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SUBSIDIARIES WILL EMPLOY, RETAIN OR CONTINUE TO EMPLOY OR RETAIN THE HOLDER
DURING THE ENTIRE TERM OF THIS AGREEMENT (OR ANY PORTION THEREOF), INCLUDING BUT
NOT LIMITED TO