Key Employee Covenants





KEY-EMPLOYEE COVENANTS 

(“AGREEMENT”) 



______________________________________("Employee") 



Nu Skin Enterprises, Inc. and its
affiliated companies (“Company”) operate in a highly competitive direct sales,
multilevel marketplace competing for product market share as well as recruitment and
retention of independent distributors. The success of Company depends on maintaining a
competitive edge in this industry through the introduction of innovative products and
attracting and retaining distributors. Accordingly, as a condition of and in consideration
of employment or continued employment with Company, the parties hereby acknowledge and
agree as follows: 



     	1. 	
          Confidential Information: Employee acknowledges that during
          the term of employment with Company he or she may develop, learn and be exposed
          to information about Company and its business, including but not limited to
          formulas, business plans, financial data, vendor lists, product and marketing
          plans, distributor lists and training in Company’s manner of doing business
          in both product categories and direct selling and multi-level marketing
          strategies, and other trade secrets which information is secret, confidential
          and vital to the continued success of Company (“Confidential
          Information”). Employee agrees that he or she will not at any Time (whether
          during employment or after termination of employment with Company), without the
          express written consent of Company, disclose, copy, retain, remove from
          Company’s premises or make any use of such Confidential Information except
          as may be required in the course of his or her employment with Company. 



          



     	2. 	
          Conflict of Interest: During employment with Company,
          Employee shall not have any personal interest that is incompatible with the
          loyalty and responsibility owed to Company. Employee must discharge his or her
          responsibility solely on the basis of what is in the best interest of Company
          and independent of personal considerations or relationships. Although it is
          difficult to identify every activity that might give rise to a conflict of
          interest, and not by way of making an all inclusive list, some of the more
          common circumstances and practices that might result in such conflicts are set
          forth below. Should Employee have any questions regarding this matter, Employee
          should consult with and receive written permission from his or her director or
          supervisor. 



          



	a.  	  	Employee
shall maintain impartial relationships with vendors, suppliers and
                    distributors.  







	b.  	  	Employee
shall not have a direct or indirect ownership interest                     in vendors of
Company nor any company doing or seeking to do business with Company.  







               	c. 	  	
                    Employee shall not have a direct or indirect ownership in any company which
                    competes with Company in any product category or any direct selling or
                    multi-level marketing company, unless such company’s securities are
                    publicly traded on either the NYSE, American or NASDAQ stock exchanges and the
                    Employee’s ownership interest is less than 1% of the total outstanding
                    securities of such company. 



                    



               	d. 	  	
                    Employee shall not perform services of any kind for any entity doing or seeking
                    to do business with Company. As to employment with or service to another
                    company, Employee shall not allow any such activity to detract from his or her
                    job performance, use Company’s time, resources, or personnel, or require
                    such long hours to affect his or her physical or mental effectiveness. 



                    



               	e. 	  	
                    While employed and for a period of three (3) months after termination of an
                    employment relationship with Company, Employee shall not directly or indirectly
                    own any interest in a Company distributorship. Additionally, during the course
                    of employment, neither the Employee’s spouse nor an immediate family member
                    living in the same household shall own any interest in a Company distributorship
                    or any other multi-level distributorship. Employee’s spouse or immediate
                    family member living in the same household will not, without the prior written
                    consent of the Company, own any interest in another direct sales distributorship
                    or be employed by another direct sales or multi-level marketing company. Any
                    pre-existing ownership interests or employment covered in this paragraph must be
                    disclosed to the Company at the time of the execution of this Agreement. 



                    



               	f. 	  	
                    Employee shall disclose to his/her immediate director or supervisor any and all
                    areas posing a potential or actual conflict of interest. Said disclosure shall
                    be made as promptly as possible after such conflict arises. 



                    



     	3. 	
          Work Product: Company shall have the sole proprietary
          interest in the work product of Employee during his or her employment with
          Company (“Work Product”), and Employee expressly assigns to Company or
          its designee all rights, title and interest in and to all copyrights, patents,
          trade secrets, improvements, inventions, sketches, models and all documents
          related thereto, manufacturing processes and innovations, special calibration
          techniques, software, service code, systems designs and any other Work Product
          developed by Employee, either solely or jointly with others, where said Work
          Product relates to any business activity or research and development activity in
          which Company is involved or plans to be involved at the time of or prior to
          Employee’s creating such Work Product, or where such Work Product is
          developed with the use of Company’s time, material, or facilities; and
          Employee further agrees to disclose any and all such Work Product to Company
          without delay. 



          



     	4. 	
          Ethical Standards: Employee agrees to maintain the highest
          ethical and legal standards in his or her conduct, to be scrupulously honest and
          straight-forward in all of his or her dealings and to avoid all situations which
          might project the appearance of being unethical or illegal. 



          



     	5. 	
          Product Resale: As an employee of Company, Employee may
          receive Company products and materials either at no charge or at a discount as
          specified from time to time by Company in its sole discretion. Employee agrees
          that the products received from Company are strictly limited to Employee’s
          personal use and that of Employee’s immediate family and may not be resold,
          given or disposed of to any other person or entity in a manner inconsistent with
          the personal use herein described. 



          



     	6. 	
          Gratuities: Employee shall neither seek nor retain gifts,
          gratuities, entertainment or other forms of compensation, benefit, or persuasion
          from suppliers, distributors, vendors or their representatives without the
          consent of a Company Vice President with the exception of meals provided in the
          ordinary course of business on an infrequent basis. 



          



     	7. 	
          Non-Solicitation: Employee shall not in any way, directly or
          indirectly, at any time during employment or within two (2) years after either a
          voluntary or involuntary employment termination: (a) solicit, divert, or take
          away Company’s distributors; (b) solicit in any manner Company’s
          employees, or vendors; or (c) assist any other person in any manner or persons
          in an attempt to do any of the foregoing. 



          



     	8. 	
          Non-Disparagement: Employee shall not in any way, directly
          or indirectly at any time during employment or after either voluntary or
          involuntary employment termination, commercially disparage Company, Company
          products or Company Distributors. 



          



     	9. 	
          Non-Endorsement: Employee shall not in any way, directly or
          indirectly, at any time during employment or within one (1) year after either a
          voluntary or involuntary employment termination endorse any product that
          competes with products of Company, promote or speak on behalf of any company
          whose products compete with those of Company, allow Employee’s name or
          likeness to be used in any way to promote any company or product that competes
          with products of Company. 



          



     	10. 	
          Non-Competition: In exchange for the benefits of continued
          employment by the Company, Employee shall not accept employment with, engage in
          or participate, directly or indirectly, individually or as an officer, director,
          employee, shareholder, consultant, partner, joint venturer, agent, equity owner,
          distributor or in any other capacity whatsoever, with any direct sales or
          multi-level marketing company that competes with the business of the Company
          whether for market share of products or for independent distributors in a
          territory in which the Company is doing business. The restrictions set forth in
          this paragraph shall remain in effect during the Employee’s employment with
          the Company and during a period of six months following the Employee’s
          termination of  employment. Within fifteen days of termination of
          Employee’s employment, the Company shall notify Employee whether it elects
          to release the Employee from the obligations set forth in this paragraph. For
          the period following the termination of employment during which the restrictive
          covenants in this paragraph remain in effect, the Company shall pay Employee a
          sum equal to seventy-five percent of the Employee’s base salary at
          termination of employment, less applicable withholding taxes and excluding all
          incentive compensation and other benefit payments. Payment may be made in
          periodic installments in accordance with the Company’s regular payroll
          practices. 



          



     	11. 	
          Acknowledgement: Employee acknowledges that his or her position
          and work activities with the company are “key” and vital to the
          on-going success of Company’s operation in each product category and in
          each geographic location in which Company operates. In addition, Employee
          acknowledges that his or her employment or involvement with any other direct
          selling or multi-level marketing company in particular would create the
          impression that Employee has left Company for a “better opportunity,”
          which could damage Company by this perception in the minds of Company’s
          employees or independent distributors. Therefore, Employee acknowledges that his
          or her confidentiality, non-solicitation, non-disparagement, non-endorsement,
          and non-competition covenants hereunder are fair and reasonable and should be
          construed to apply to the fullest extent possible by applicable laws. Employee
          has carefully read this Agreement, has consulted with independent legal counsel
          to the extent Employee deems appropriate, and has given careful consideration to
          the restraints imposed by the Agreement. Employee acknowledges that the terms of
          this Agreement are enforceable regardless of the manner in which Employee’s
          employment is terminated, whether voluntary or involuntary. In the event that
          Employee is to be employed as an attorney for a competitive business, Company
          and Employee acknowledge that paragraph 10 is not intended to restrict the right
          of the Employee to practice law in violation of any applicable rules of
          professional conduct. 



          



     	12. 	
          Terminations: Upon termination of employment, Employee
          shall return to the company all assets and equipment of the Company along with
          any Confidential Information and Work Product including any distributor and
          vendor contact information and notes or summaries of all of the above. 



          



     	13. 	
          Remedies: The Employee acknowledges: (a) that compliance
          with the restrictive covenants contained in this Agreement are necessary to
          protect the business and goodwill of Company and (b) that a breach will result
          in irreparable and continuing damage to Company, for which money damages may not
          provide adequate relief. Consequently, Employee agrees that, in the event that
          he/she breaches or threatens to breach these restrictive covenants, Company
          shall be entitled to both: (1) a preliminary or permanent injunction to prevent
          the continuation of harm and (2) money damages insofar as they can be
          determined. Nothing in this agreement shall be construed to prohibit the Company
          from also pursuing any other remedy, the parties having agreed that all remedies
          are cumulative. It is further recognized and agreed that the covenants set forth
          herein are for the purpose of restricting Employee’s activities to the
          extent necessary for the protection of the legitimate business interests of
          Company and that Employee agrees that said covenants do not and will not
          preclude him from engaging in activities sufficient for the purposes of earning
          a living. 



          



     	14. 	
          Attorney’s Fees: If any party to this Agreement
          breaches any of the terms of this Agreement, then that party shall pay to the
          non-defaulting party all of the non-defaulting party’s costs and expenses,
          including reasonable attorney’s fees, incurred by that party in enforcing
          the terms of this Agreement. 



          



     	15. 	
          Court’s Right to Modify Restriction: The parties have
          attempted to limit Employee’s right to compete only to the extent necessary
          to protect Company from unfair competition. The parties recognize, however, that
          reasonable people may differ in making such a determination. Consequently, the
          parties agree that, if the scope or enforceability of the restrictive covenants
          contained in this Agreement are in any way disputed at any time, a court or
          other trier of fact may modify and enforce the covenants to the extent that it
          believes to be reasonable under the circumstances existing at that time. 



          



     	16. 	
          Severability: If any provision, paragraph, or subparagraph of this
          Agreement is adjudged by any court or administrative agency to be void or
          unenforceable in whole or in part, this adjudication shall not affect the
          validity of the remainder of the Agreement, including any other provision,
          paragraph, or subparagraph. Each provision, paragraph, and subparagraph of this
          Agreement is severable from every other provision, paragraph, and subparagraph
          and constitutes a separate and distinct covenant. 



          



     	17. 	
          Governing Law and Forum: This Agreement shall be governed
          and enforced in accordance with the laws of the State of Utah, and any
          litigation between the parties relating to this Agreement shall be conducted in
          the courts of Utah County or Salt Lake City where necessary for federal court
          matters. 



          



     	18. 	
          Employment at Will: Employee understands that employment
          with Company is at will, meaning that employment with the Company is completely
          voluntary and for an indefinite term and that either Employee or Company is free
          to terminate the employment relationship at any time, with or without cause or
          advance notice, provided that termination is not done for an unlawful or
          discriminatory purpose. 



          



THIS AGREEMENT HAS BEEN READ,
UNDERSTOOD AND FREELY ACCEPTED BY: 



"Employee" __________________ Dated: __________________