On May 22, 2017, Nutraceutical International Corporation (the
Company) entered into change in control protection agreements
(the CIC Protection Agreements) with each of its named executive
officers providing that (i) upon a change in control, and subject
to such executive officers continued employment through such
change in control, his award of performance stock units (PSUs)
will be cancelled and converted into a right to receive an amount
in cash (the PSU Payout Amount) equal to the product obtained by
multiplying (a) the target number of PSUs as set forth in the
grant notice for such PSUs multiplied by (b) 210% multiplied by
(c) the price per share of common stock paid by the acquirer in
such change in control. The PSU Payout Amount will become payable
as follows: (i) the greater of (A) 50% of the PSU Payout Amount
and (B) the amount equal to the product of (x) the number of PSUs
that would otherwise vest to the grant notice multiplied by (y)
the price per share of common stock paid by the acquirer in such
change in control, will be payable in a lump sum on the date of
the consummation of the change in control (the Closing Payment);
and (ii) the excess of the PSU Payout Amount over the Closing
Payment (the Second Payment) will become payable to the named
executive officer on the first anniversary of the change in
control, subject to his continued employment through such date
(provided, that if his employment with the Company and its
affiliates is terminated upon or within one year following such
change in control by the Company without cause or by him with
good reason (each as defined in the CIC Protection Agreement),
the Second Payment shall become immediately payable upon such
termination of employment).

In addition, if, upon or at any time within one year following a
change in control, the named executive officers employment with
the Company and its affiliates is terminated by the Company
without cause or by the named executive officer with good reason,
then such executive officer will be entitled to receive, subject
to the executive officers execution of an effective release of
claims, severance pay in an amount equal to 100% of his annual
base salary in a single lump sum.

As a condition to the named executive officers receipt of the PSU
Payout Amount and the severance amount, he agrees to execute and
deliver, and be bound by, the covenants and obligations set forth
in a restrictive covenant agreement, including restrictions on
competition and solicitation of employees for one year following
termination of employment.

The foregoing summary of the terms of the CIC Protection
Agreements is qualified in its entirety by reference to the form
of CIC Protection Agreement, which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits