2006 Stock Incentive Plan





NU SKIN ENTERPRISES,
INC. 
2006 STOCK INCENTIVE PLAN 
(DIRECTOR) 



MASTER RESTRICTED STOCK
UNIT AGREEMENT 



        This
Master Restricted Stock Unit Agreement (the “Agreement”) is made and
entered into effective as of __________________ by and between Nu Skin Enterprises, Inc.,
a Delaware corporation (the “Company” ), and ___________________
(“Director”) subject to the terms and conditions of the Nu Skin Enterprises,
Inc. 2006 Stock Incentive Plan (the “Plan”). In the event of a conflict between
the terms and conditions of the Plan and the terms and conditions of this Agreement, the
terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Agreement. 



	1.  	  	Grant
of Restricted Stock Units.  






                1.1
Master Agreement. By executing this Agreement, Director agrees that this Agreement
shall govern the term of all Restricted Stock Units granted to you under the Plan pursuant
to a Restricted Stock Unit Grant Notice (“Grant Notice”) that incorporates by
reference the terms of this Agreement. Each Restricted Stock Unit grant that is intended
to be governed by this Agreement shall incorporate all of the terms and conditions of this
Agreement and shall contain such other terms and conditions as the Committee shall
establish for the grant of Restricted Stock Units covered by such Grant Notice. In the
event of a conflict between the language of this Agreement and any Grant Notice, the
language of the Grant Notice shall prevail with respect to that Grant Notice. In order to
be effective, the Grant Notice must be executed by a duly authorized executive officer of
the Company. Director will not be required to sign each Grant Notice, but you shall be
deemed to have accepted the Grant Notice (and all of the terms and conditions set forth
therein) unless Director provides written notice to the Plan Administrator of
Director’s rejection of the Grant Notice and all of the Restricted Stock Units
granted thereunder within 20 days after receipt of the Grant Notice. 



                1.2
Grant of Restricted Stock Units. The Company grants to Director an award of the
number of Restricted Stock Units as set forth in each applicable Grant Notice. Each
Restricted Stock Unit is a bookkeeping entry representing the Company’s unfunded
promise to deliver one (1) share of the Company’s Common Stock (the
“Share”), on the terms provided herein and in the Plan. 



                1.3
Vesting of Restricted Stock Units. Unless other vesting dates and schedules are
provided in the Grant Notice, the Restricted Stock Units shall vest in full on the date
immediately preceding the next annual meeting of stockholders (the “Vesting
Dates”) provided that Director remains in the Continuous Service of the Company or
one of its Affiliates during the period commencing on the date of grant and ending on each
of the respective Vesting Dates (the “Vesting Period”) except as otherwise
provided in Section 4. 



                1.4
Settlement of Restricted Stock Units. Subject to the terms of the Plan and this
Agreement, Restricted Stock Units shall be settled in Shares, provided that Director has
satisfied any tax withholding obligations, if any, pursuant to Section 9 below. Shares
will be issued to Director within a reasonable time following each Vesting Date (as
evidenced by the appropriate entry in the books of the Company or a duly authorized
transfer agent of the Company), but in no event shall the Shares be issued after the
period ending on the later to occur of the date that is 2 1/2 months from the end of (i)
Director’s tax year that includes the applicable Vesting Date, or (ii) the
Company’s tax year that includes the applicable Vesting Date. 



                1.5
Stockholder Rights. Unless and until the Shares are issued by the Company after the
Vesting Date, Director shall have none of the rights or privileges of a shareholder of the
Company (including voting, dividend and liquidation rights) with respect to the Shares
covered by the Restricted Stock Units. 



	2. 	  	Securities
Law Compliance. Director represents that           Director has received
and carefully read a copy of the Prospectus for the Plan,           together with the
Company’s most recent Annual Report to Stockholders.           Director hereby
acknowledges that Director is aware of the risks associated with           the Shares and
that there can be no assurance the price of the Common Stock will           not decrease
in the future. Director hereby acknowledges no representations or           statements
have been made to Director concerning the value or potential value of           the
Common Stock. Director acknowledges that Director has relied only on
          information contained in the Prospectus and has received no representations,
          written or oral, from the Company or its Directors, attorneys or agents, other
          than those contained in the Prospectus or this Agreement. Director acknowledges
          that the Company has made no representations concerning the tax and other
          effects of the Restricted Stock Units and Director represents that Director has
          consulted with Director’s own tax and other advisors concerning the tax
and           other effects of the Restricted Stock Units.  






	3. 	  	Transfer
Restrictions. Director shall not transfer, assign,           sell,
encumber, pledge, grant a security interest in or otherwise dispose of the
          Restricted Stock Units subject to this Agreement in any manner other than by
the           laws of descent or distribution. Any such transfer, assignment, sale,
          encumbrance, pledge, security interest or disposition shall be void and shall
          result in the automatic termination of the Restricted Stock Units and this
          Agreement.  






	4 	  	Termination
of Employment.In the event           Director’s
Continuous Service is terminated for any reason prior to the           full vesting of
the Restricted Stock Units, the Restricted Stock Units granted           hereunder shall
terminate to the extent they are not vested as of the           termination of Director’s
Continuous Service (as described in Section           10.8), and Director shall not have
any right to receive any Shares subject to           such unvested Restricted Stock
Units.  






	5. 	  	Forfeiture.
If at any time during Director’s           employment or at any time during the
12-month period following termination of           Director’s Continuous Service, a
Forfeiture Event (as defined below)           occurs, then at the election of the
Committee, (a) this Agreement and all           unvested Restricted Stock Units granted
hereunder shall terminate, and (b)           Director shall return to the Company for
cancellation all Shares held by           Director plus pay the Company the amount of any
proceeds received from the sale           of any Shares to the extent such Shares were
issued pursuant to Restricted Stock           Units granted under this Agreement that
vested (i) during the 12-month period           immediately preceding the Forfeiture
Event, or (ii) on the date of or at any           time after such Forfeiture Event. “Forfeiture
Event” means the           following: (a) an act of fraud or intentional
misrepresentation related to his           or her services as a director, (b) disclosure
or use of confidential information           in a manner detrimental to the Company, (c)
competing with the Company, or (d)           any other action of Director that is
materially harmful to the interests of the           Company. The Committee, in its sole
discretion, may waive at any time in writing           this forfeiture provision and
release Director from liability hereunder.  






	6. 	  	Governing
Plan Document. This Agreement incorporates by reference           all of the
terms and conditions of the Plan, as presently existing and as           hereafter
amended. Director expressly acknowledges and agrees that the terms and
          provisions of this Agreement are subject in all respects to the provisions of
          the Plan. Director also expressly acknowledges, agrees and represents as
          follows:  






                     a.    
          Acknowledges receipt of the Plan, a copy of which is attached hereto as Exhibit
          A, and represents that Director is familiar with the provisions of the Plan, and
          that Director enters into this Agreement subject to all of the provisions of the
          Plan. 



                     b.    
          Recognizes that the Committee has been granted complete authority to administer
          the Plan in its sole discretion, and agrees to accept all decisions related to
          the Plan and all interpretations of the Plan made by the Committee as final and
          conclusive upon Director and upon all persons at any time claiming any interest
          through Director in the Restricted Stock Units or the Shares subject to this
          Agreement. 



                     c.    
          Acknowledges and understands that the establishment of the Plan and the
          existence of this Agreement are not sufficient, in and of themselves, to exempt
          Director from the requirements of Section 16(b) of the Exchange Act and any
          rules or regulations promulgated thereunder, and that Director (to the extent
          Section 16(b) applies to Director) shall not be exempt from such requirements
          pursuant to Rule 16b-3 unless and until Director shall comply with all
          applicable requirements of Rule 16b-3, including without limitation, the
          possible requirement that Director must not sell or otherwise dispose of any
          Share acquired hereby unless and until a period of at least six months shall
          have elapsed between the date upon which such Restricted Stock Unit was granted
          to Director and the date upon which Director desires to sell or otherwise
          dispose of any Share acquired under this award. 



	7 	  	Representations
And Warranties. As a condition to the           receipt of any Shares upon
vesting, the Company may require Director to make any           representations and
warranties to the Company that legal counsel to the Company           may determine to be
required or advisable under any applicable law or           regulation, including without
limitation, representations and warranties that           the Shares are being acquired
only for investment and without any present           intention or view to sell or
distribute any such shares.  






	8 	  	Compliance
With Law And Regulations. The obligations of the           Company
hereunder are subject to all applicable federal and state laws and to           the
rules, regulations and other requirements of the Securities and Exchange
          Commission, any stock exchange upon which the Common Stock is then listed and
          any other government or regulatory agency.  






	9. 	  	Taxes.
Regardless of any action the Company           or, if different, the
Director’s employer (the “Employer”) takes           with respect to any
or all income tax (including federal, state and other           taxes), social insurance,
payroll tax or other tax-related withholding           (“Tax-Related Items”),
Director acknowledges that the ultimate           liability for all Tax-Related Items
legally due by Director is and remains his           or her responsibility and that the
Company and/or the Employer (i) make no           representations or undertakings
regarding the treatment of any Tax-Related Items           in connection with any aspect
of the Restricted Stock Units, including the grant           of the Restricted Stock
Units, the vesting of the Restricted Stock Units, the           settlement of the
Restricted Stock Units, the subsequent sale of any Shares           acquired at
settlement and the receipt of any dividends; and (ii) do not commit           to
structure the terms of the grant or any aspect of the Restricted Stock Units           to
reduce or eliminate the Director’s liability for Tax-Related Items.  






                Prior
to vesting of the Restricted Stock Units, Director agrees to make arrangements
satisfactory to the Company and/or the Employer to satisfy any applicable Tax-Related
Items in connection with the Restricted Stock Units. In this regard, if permissible under
local law and regulations, Director authorizes the Company and/or the Employer, at their
discretion, to satisfy the obligations with respect to Tax-Related Items by one or a
combination of the following: (i) selling or arranging for the sale of Shares otherwise
deliverable to Director in settlement of the Restricted Stock Units; (ii) withholding from
Director’s wages or other cash compensation payable to Director by the Company or the
Employer; (iii) withholding from proceeds of the sale of Shares acquired upon vesting of
the Restricted Stock Units; or (iv) withholding in Shares, provided that the Company only
withholds the amount of Shares necessary to satisfy the minimum withholding amount.
Finally, Director will pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold as a result of
Director’s participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse to deliver any of the Shares if Director fails to comply
with his or her obligations in connection with the Tax-Related Items described in this
Section. 



	10. 	  	Nature
of Grant. In accepting the Restricted Stock Units and           signing this
Agreement, Director acknowledges that:  






	  	  	                        10.1  	  	 the
Plan is established voluntarily by the Company, it is discretionary in nature and may be
modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan;  






	  	  	                        10.2  	  	 the
grant of Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future awards of Restricted Stock Units, or
benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been
awarded repeatedly in the past;  






	  	  	                        10.3  	  	 nothing
in this Agreement or in the Plan shall confer upon Director any right to continue in the
service of the Company as a director or in any other capacity;  






	  	  	                        10.4  	  	 all
decisions with respect to future grants of Restricted Stock Units, if any, will be at the
sole discretion of the Company;  






	  	  	                        10.5  	  	 Director's
participation in the Plan is voluntary;  






	  	  	                        10.7  	  	 in
consideration of the grant of Restricted Stock Units, no claim or entitlement to
compensation or damages arises from termination of the Restricted Stock Units or
diminution in value of the Restricted Stock Units or Shares received upon vesting of
Restricted Stock Units resulting from termination of the Director’s employment or
other service-providing relationship with the Company or Employer (for any reason
whatsoever and whether or not in breach of local labor laws) and Director irrevocably
releases the Company and the Employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by signing this Agreement, Director shall be deemed
irrevocably to have waived his or her entitlement to pursue such claim; and  






	  	  	                        10.8  	  	 in
the event of the termination of Director's Continuous Service (whether or not in breach
of local labor laws), Director’s right to receive Restricted Stock Units and vest
under the Plan, if any, will terminate effective as of the date that Director is no
longer actively employed or providing service and will not be extended by any notice
period mandated under local law (e.g., active employment or service would not
include a period of “garden leave” or similar period pursuant to local law);
the Committee shall have the exclusive discretion to determine when Director is no longer
providing Continuous Service for purposes of the Plan.  






	11.  	  	General
Provisions.  






                11.1
Notices. Any notice required to be given under this Agreement shall be in writing
and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail,
registered or certified, postage prepaid and properly addressed to the party entitled to
such notice at the address indicated below such party’s signature line on this
Agreement or at such other address as such party may designate by ten (10) days advance
written notice under this Section to all other parties to this Agreement. 



                11.2
No Waiver. The failure of the Company in any instance to exercise any rights under
this Agreement, including the forfeiture rights under Section 5, shall not constitute a
waiver of any other rights that may subsequently arise under the provisions of this
Agreement or any other agreement between the Company and Director. No waiver of any breach
or condition of this Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition, whether of like or different nature. 



	12.  	  	Miscellaneous
Provisions.  






                12.1
Director Undertaking. Director hereby agrees to take whatever additional action and
execute whatever additional documents the Company may deem necessary or advisable in order
to carry out or effect one or more of the obligations or restrictions imposed on either
Director or the Shares pursuant to the provisions of this Agreement. 



                12.2
Entire Contract. This Agreement and the Plan constitute the entire understanding
and agreement of the parties with respect to the subject matter contained herein. This
Agreement is made pursuant to, and incorporates by reference, the provisions of the Plan
and shall in all respects be construed in conformity with the terms of the Plan (which is
attached as Exhibit A). 



                12.3
Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and the same
instrument. 



                12.4
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to participation in the Plan, Restricted Stock Units granted under the
Plan or future Restricted Stock Units that may be granted under the Plan by electronic
means or to request Director’s consent to participate in the Plan by electronic
means. Director hereby consents to receive such documents by electronic delivery and, if
requested, to agree to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the
Company. 



                12.5
Successors and Assigns. The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Company and its successors and assigns and upon Director,
Director’s permitted assigns and the legal representatives, heirs and legatees of
Director’s estate, whether or not any such person shall have become a party to this
Agreement and have agreed in writing to join herein and be bound by the terms hereof.
Director may not assign this Agreement other than by the laws of decent and distribution. 



                12.6
Severability. In the event that any provision in this Agreement will be held
invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of
this Agreement. 



                12.7
Governing Law. Restricted Stock Units and the provisions of this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Utah without
resort to that State’s conflict-of-laws rules, as provided in the Plan. In the event
of any legal proceeding involving this Agreement, the prevailing party shall be entitled
to recover its legal fees and expenses (including reasonable attorneys’ fees). 



                By
Director’s signature and the signature of the Company’s representative below,
Director and the Company agree that this Restricted Stock Unit is granted under and
governed by the terms and conditions of the Plan and this Agreement. Director has read and
understands the Plan and this Agreement. Director hereby agrees to accept as binding and
conclusive all decisions or interpretations of the Board and/or the Committee related to
the Plan. 



                IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective
as of the date and year first indicated above. 



      Nu
Skin Enterprises, Inc. 



      By:
______________________________ 



      Title:
______________________________ 




      Date:
______________________________ 



      Director 



      By:
______________________________ 



      Date:
______________________________ 



      Address:
______________________________ 







NU SKIN ENTERPRISES,
INC. 
RESTRICTED STOCK UNIT
GRANT NOTICE 
2006 STOCK INCENTIVE
PLAN 



        Nu
Skin Enterprises, Inc. (“Company”), pursuant to its 2006 Stock Incentive Plan
(“Plan”) and the 2006 Stock Incentive Plan Master Restricted Stock Unit
Agreement (“Master Restricted Stock Unit Agreement”) previously entered into by
the parties, hereby grants to the “Director” identified below ______ Restricted
Stock Units. The Restricted Stock Units are subject to all of the terms and conditions as
set forth herein and in the Master Restricted Stock Unit Agreement and the Plan, both of
which are incorporated herein in their entirety. Any capitalized terms not defined herein
shall have the meaning provided to such terms in the Plan. 



Direcotor:
Date of
Grant: 
Number of Restricted Stock
Units: 



Vesting Schedule: 



Additional
Terms/Acknowledgements: The Director acknowledges receipt of, and understands and
agrees to, this Grant Notice, the Master Restricted Stock Unit Agreement and the Plan.
Director further acknowledges that as of the Date of Grant, this Grant Notice, the Master
Restricted Stock Unit Agreement and the Plan set forth the entire understanding between
Employee and the Company regarding the Restricted Stock Units granted pursuant hereto and
supersede all prior oral and written agreements on that subject with the exception of the
agreements, if any, listed below. To the extent that this Grant Notice varies the terms of
the Master Agreement, this Grant Notice will prevail only with respect to Restricted Stock
Units granted pursuant to this Grant Notice. 



      Other
Agreements: 



NU SKIN ENTERPRISES, INC. 



By:________________________________

        Signature 



Title: ________________________________

Date: