NU SKIN ENTERPRISES, INC.
MASTER
STOCK OPTION AGREEMENT
(Director Option Agreement)
This Master
Option Agreement (the “Agreement”) is made effective as
of ____________ (the “Effective Date”), to
__________________________ (the “Optionee”) under the
Nu Skin Enterprises, Inc. 2006 Stock Incentive Plan (the
“Plan”) by Nu Skin Enterprises, Inc., a Delaware
corporation (“Nu Skin Enterprises”), under authority of
the Plan Committee (the “Committee”). Capitalized terms
used herein without definition and defined in the Plan have the
same meanings as provided in the Plan.
| 1. |
MASTER AGREEMENT . This Agreement is a Master
Agreement and the terms of each stock option grant set forth in any
Stock Option Schedule hereto shall be subject to any and all
conditions and provisions set forth herein as this Agreement may be
amended from time to time. Each Stock Option Schedule shall
incorporate all of the terms and conditions of this Agreement and
shall contain such other terms and conditions that the Committee
shall establish for the grant of options covered by such Stock
Option Schedule. In the event of a conflict between the language of
this Master Agreement and any Stock Option Schedule, the language
of the Stock Option Schedule shall prevail with respect to that
Stock Option Schedule. In order to be effective, the Stock Option
Schedule must be executed by a duly authorized executive officer of
the Company. No signature of the Optionee shall be required and the
Optionee’s acceptance of the Stock Option Schedule shall be
deemed to be his or her acceptance of all the terms and conditions
set forth therein. Optionee shall be deemed to have accepted the
Stock Option Schedule (and all of the terms and conditions set
forth therein) unless Optionee provides written notice of his or
her rejection of the Stock Option Schedule and all of the Options
granted thereunder within 20 days after receipt of the Stock Option
Schedule.
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| 2. |
OPTION GRANTs . Each Stock Option Schedule shall
set forth the number of options (the “Options”) that
the Committee has granted to Optionee and the effective date of
such grant. Such Options are granted as an incentive to work to
increase the value of the Company for its stockholders. Each Option
shall entitle the Optionee to purchase, on the terms and conditions
of this Agreement, the respective Stock Option Schedule and the
Plan, one fully paid and non-assessable share of Class A Common
Stock, par value $ .001 per share (the “Class A Common
Stock”), of Nu Skin Enterprises at the option price set forth
in the Stock Option Schedule. The Options are subject to all the
terms and conditions of the Plan, the Stock Option Schedule and
this Agreement.
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| 3. |
NATURE OF OPTION . The Stock Option Schedule
shall designate whether the options are Nonqualifed Stock Options
or Incentive Stock Options.
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| 4. |
TERMS AND EXERCISE PERIOD .
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| (a) |
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Options awarded under this Agreement may not be exercised at
any time until such Options are vested as provided in the Stock
Option Schedule governing such Options.
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| (b) |
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Except as otherwise provided in a Stock Option Schedule or this
Agreement, the Options granted hereunder shall terminate on the
earlier of (i) the tenth anniversary of the date of this Agreement,
or (ii) the date such Options are fully exercised.
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| 5. |
VESTING . Unless expressly provided otherwise in
a Stock Option Schedule, Options granted hereunder shall vest on
the date preceding the next annual meeting of
stockholders.
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| 6. |
TERMINATION OF SERVICE .
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| (a) |
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In the event the Optionee’s service as a director is
terminated for any reason, all Options that are not vested at the
time of termination of service as a Director shall terminate and be
forfeited immediately upon termination of service as a
director.
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| (b) |
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In the event the Optionee’s service as a director is
terminated for any reason, all Options granted hereunder that are
vested but unexercised at the time of termination of service as
director shall terminate upon the earliest to occur of the
following: (i) the full exercise of the Options, (ii) the
expiration of the Options by their terms, or (iii) three years
following the date of termination of the Optionee’s service
as a director. Until such Options have been terminated pursuant to
the preceding sentence, the vested Options at the time of
termination of service shall be exercisable by the Optionee, the
estate of the Optionee, or the person or persons to whom the
Options may have been transferred by will or by the laws of descent
and distribution for the period set forth in this Section 5(b), as
the case may be.
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| (c) |
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In the event that the Optionee (a) commits an act of fraud or
intentional misrepresentation related to his or her services as a
director, (b) discloses or uses confidential information in a
manner detrimental to the Company, (c) competes with
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