G. Sumihiro Settlement and Release






SETTLEMENT AND RELEASE
AGREEMENT  




        THIS
SETTLEMENT AND RELEASE AGREEMENT is entered into in Provo, Utah, by and between Nu Skin
Enterprises, Inc., 75 West Center Street, Provo, Utah 84601, and Gary Sumihiro effective
as of the 1st day of March- 2009. 




Parties  



             1.       
          Nu Skin or Company. As used herein, Nu Skin or Company shall mean and
          refer to Nu Skin Enterprises, Inc., or any affiliate of Nu Skin Enterprises,
          Inc. Affiliate means any person or entity that controls, is controlled by or is
          under common control with Nu Skin Enterprises, Inc., including, without
          limitations, any direct or indirect parent or subsidiary of Nu Skin Enterprises,
          Inc., or any officer, director, shareholder, employee, or agent of Nu Skin
          Enterprises, Inc., or of any direct or indirect parent or subsidiary of Nu Skin
          Enterprises, Inc. 



             2.       
          Employee. As used herein, Employee shall mean and refer to Gary Sumihiro. 




Background  



        Employee
was hired on April 9, 2007 and has been an at-will employee of Nu Skin since that date.
Employee has elected to terminate his employment with the Company. As Employee and Nu Skin
sever their employment relationship, they mutually agree it is in the best interests of
both to enter into a mutual understanding, settle and compromise of all claims and
disputes, if any, between them. 




Agreement  



        Now,
therefore, in consideration of the foregoing, the mutual promises and covenants set forth
herein, and for other good and valuable consideration, the receipt, adequacy, and legal
sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 



        1.         
                                       Employee’s employment with the Company shall terminate as of March 1, 2009
                    (the “Termination Date”). As of the Termination Date, Employee shall
                    have no further rights as an employee and all rights to additional compensation
                    and benefits arising from Employee’s employment shall end. Simultaneously
                    with the execution of this Agreement Nu Skin and Employee are entering into a
                    Consulting Agreement (the “Consulting Agreement”) pursuant to which Nu
                    Skin has agreed to retain Employee as a consultant for a period of time. Except
                    as specifically set forth below in this Agreement or in the Consulting
                    Agreement, Nu Skin shall have no further obligation to provide any benefits or
                    make any payments to or on behalf of Employee. Nu Skin agrees to provide the
                    following payments or benefits to Employee as part of Employee’s
                    separation: 












               	(a) 	

                     Nu Skin shall make a one-time severance payment to Employee in the amount of
                    $224,722 plus JPY 935,000 for transportation. 


                    




               	(b) 	
                     Nu Skin agrees that it will not claw back or seek to recover any portion of
                    Employee’s signing bonus. 


                    



               	(c) 	

                     Nu Skin also agrees that nothing in this Agreement shall affect Employee’s
                    post-employment rights set forth in the agreements related to Nu Skin’s
                    deferred compensation plan, Nu Skin’s 401(k) plan, and Employee’s
                    stock option agreements. Any vested deferred compensation will be paid out in
                    accordance with the terms of such plan and Employee shall have the right to
                    exercise any vested options as of the Termination Date for a period of 90 days
                    to the extent set forth in the applicable stock option agreements. 


                    



               	(d) 	

                     Nu Skin shall pay the lease and utility payments for Employee’s
                    accommodations in Japan through July 31, 2009, it being understood that Employee
                    and his family shall continue to live in the same accommodations in Japan that
                    they are currently living in. Nu Skin also shall pay any termination and or
                    restoration costs associated with terminating the lease for these accommodations
                    if and when Employee vacates the premises provided that Employee vacates the
                    premises on or before September 30, 2009. Nu Skin will also continue to pay the
                    storage costs on Consultant’s stored items in the US, the insurance
                    coverage on items in consultant’s home in Japan, and the property
                    management fees for Consultant’s home in Keystone Colorado through July
                    2009. 


                    



               	(e) 	

                     Nu Skin shall pay the tuition costs for Consultant’s children attending
                    school in Japan consistent with what was being paid while Consultant was a Nu
                    Skin employee, through the end of the school year ending in 2009. 


                    



               	(f) 	

                     Nu Skin shall reimburse Consultant for the cost of the family membership fee to
                    the Tokyo American Club through July 2009. In addition, Employee can continue to
                    use his Roppongi Hills Club membership, which previously has been paid by Nu
                    Skin through September 2009 (it being understood that Nu Skin shall not make any
                    further payments with respect to the Roppongi Hills Club membership). 


                    



               	(g) 	

                     Nu Skin shall also pay the costs to transport Consultant’s furnishings and
                    goods back to Keystone, Colorado or such other location in the United States as
                    designated by Consultant if Consultant elects to relocate to the United States
                    prior to September 30, 2009. Nu Skin shall also pay the costs to transport
                    Consultant’s furnishings and goods currently stored in Grand Rapids to
                    Keystone, Colorado or such other location in the United States as designated by
                    Consultant if such request is made on or before September 30, 2009. Nu Skin
                    shall reimburse the reasonable travel costs (for flights in business class and
                    rental car or other public transportation expenses) for Employee and his family
                    to return to Keystone, Colorado or such other location in the United States as
                    designated by Employee if he relocates back to the United States prior to
                    September 30, 2009. All of the foregoing relocation benefits shall be subject in
                    all respects to Nu Skin’s policy for such relocation costs and Employee
                    must work with Nu Skin in making any arrangement for the shipment of furnishings
                    or goods or in making any travel arrangements. If Employee does not relocate to
                    the United States prior to September 30, 2009, then Nu Skin shall have no
                    further obligation under this Agreement to pay the for the benefits described in
                    this subparagraph (g). 


                    









               	(g) 	

                     Nu Skin shall provide tax equalization with respect to the income and benefits
                    provided hereunder (and any compensation payable under the Consulting Agreement
                    entered concurrently herewith) consistent with Nu Skin’s policies regarding
                    tax equalization for expatriate employees. Nu Skin shall also pay for tax
                    equalization for income outside of Nu Skin during the Consulting Term in an
                    amount not to exceed $50,000. Nu Skin shall also pay to have Consultant’s
                    tax returns prepared for 2008 and 2009 using Ernst & Young. Foreign tax
                    credits accrued while Consultant resides in Japan shall be the property of
                    Consultant. 


                    



               	(h) 	

                     In the event Employee competes with Nu Skin on or prior to December 31, 2009,
                    Nu Skin shall have the right to stop making payments for any of the foregoing
                    and seek reimbursement of any expenses related to the period that Employee was
                    competing with Nu Skin. 


                    



        2.         
                                        In consideration of the payments and benefits to be provided by Nu Skin as set
                    forth in Section 1, Employee, all persons and entities claiming by, through, or
                    under Employee, hereby completely releases Nu Skin from all claims, charges,
                    demands, grievances, and/or causes of action which Employee had, has, or may
                    claim to have based on, arising from, or relating to Employee’s employment
                    with Nu Skin or the termination thereof, including, without limitation, any
                    claims, charges, demands, grievances, and/or causes of action under: 




         (a)       
          Title VII of the Civil Rights Acts of 1964 and 1991, as amended, which prohibit
          discrimination on the basis of race, color, sex, religion, or national origin; 



         (b)       
          Section 1981 of the Civil Rights Act of 1866, which prohibits discrimination on
          the basis of race; 



         (c)       
          The Employee Retirement Income Security Act as of the effective date of this
          Agreement; 



         (d)       
          any state laws against discrimination; or 










         (e)       
          any other foreign (including any national, local or other law or regulation
          applicable in Japan), federal, state, or local statute or common law relating to
          employment. 



        The
foregoing release also includes, without limitation, release of any claims for wrongful
discharge, breach of express or implied contract of employment, employment-related torts,
personal injury (whether physical or mental), or any other claims in any way related to
Employee’s employment with or separation from Nu Skin. Employee acknowledges and
agrees that Employee has not been discriminated against in any manner prohibited by law
during Employee’s employment with Nu Skin or with regard to Employee’s
separation from employment with Nu Skin. 



        Notwithstanding
the foregoing, Employee does not waive any rights to unemployment insurance benefits or
worker’s compensation benefits. Employee further understands that nothing in this
Paragraph 2 prohibits Employee from paying COBRA premiums to maintain Employee’s
participation in Nu Skin’s group health plan to the extent allowed by law and subject
to the terms, conditions, and limitations set forth in Nu Skin’s group health plan. 



        Employee
will continue to be covered by Nu Skin’s medical and dental benefits through the last
day of the month in which the employment terminates. Except as expressly set forth herein,
all employee benefits available to Employee under current policies of Nu Skin will cease
at 11:59 p.m. on the Termination Date. 



             3.        
          Employee acknowledges that Employee is waiving and releasing any rights Employee
          may have under the Age Discrimination in Employment Act of 1967
          (“ADEA”) and that this waiver and release is knowing and voluntary.
          Employee and Nu Skin agree that this waiver and release does not apply to any
          rights or claims that may arise under ADEA after the effective date of this
          Agreement. Employee acknowledges that the consideration given for this waiver
          and release agreement is in addition to anything of value to which Employee was
          already entitled. Employee further acknowledges that Employee has been advised
          by this writing that: 






          	a. 	  	
               Employee should consult with an attorney prior to executing this Agreement; 



               



          	b. 	  	
               Employee has at least twenty-one (21) days within which to consider this
               Agreement, although Employee may accept the terms of this Agreement at any time
               within those 21 days; 



               



          	c. 	  	
               Employee has at least seven (7) days following the execution of this Agreement
               by the parties to revoke this Agreement; and 



               



          	d. 	  	
               This Agreement will not be effective until the revocation period has expired. 



               



        4.                        Employee
acknowledges that Nu Skin does not have a formal severance policy and                that
Nu Skin has no obligation to pay severance to Employee except as required
               by this Agreement.  










        5.                        Employee is
reminded that the Key-Employee Covenants Agreement signed by                Employee will
remain in force following termination of employment ( exclusive of                the
non-compete provision in paragraph 10 which shall be superseded by the terms
               of the Consulting Agreement, and the return of assets and equipment
provision in                paragraph 12 thereof, which shall be superseded by the
provisions of paragraph 6                below) including but not limited to the
following clauses:  



          	a. 	  	
               Confidentiality 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. 



               




          	b. 	  	
               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 take any of the following actions designed
               to encourage or entice Company distributors, employees or vendors to leave,
               change, or otherwise reduce their interactions with the Company: (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 of persons in an attempt to do any of the foregoing. (Dave- I want to
               make sure we are in agreement. I am not going to compete with NS but if I start
               an entirely new business that is not competitive with NS and the people I know
               may be interested in seeing what I am doing I want to make sure this is ok.) 



               




          	c. 	  	
               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 including any contact with Distributors with purpose of
               diminishing the reputation of the Company or any of its employees. 



               



          	d. 	  	
               Non-Endorsement: Employee shall not in any way, directly or indirectly,
               at any time during employment or within one (1) year after either 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. 



               









        6.                       At the time
of termination of employment, Employee shall return to Nu Skin all
               confidential information, computers, cell phones, or other equipment or
               materials owned by Nu Skin that are in the possession of Employee or his
family                except as set forth in this paragraph 6. Employee may retain in his
possession,                during the pendency of the Consulting Term under the
Consulting Agreement                entered into contemporaneously herewith, one laptop
computer and one cell                phone/PDA. Both the cell phone/PDA and the laptop
shall be returned to Nu Skin                at the conclusion of the Consulting Term.
Consultant shall have the option of                purchasing the computers and other
related equipment from Nu Skin at a price to                be established by Nu Skin
provided that all Nu Skin information data and                information is cleaned off
such equipment and as well as any software that is                covered by a Nu Skin
license.  




        7.                       Employee
promises not to file or allow to be filed on Employee’s behalf any
               lawsuit, charge, or complaint against Nu Skin regarding the claims
released in                Paragraph 2 and 3 above.  



        8.                        This
Agreement is a negotiated settlement of all claims, charges, demands,
               grievances, and/or causes of action, if any, between the parties. This
Agreement                does not constitute an admission by Nu Skin, and Nu Skin
specifically denies                that Nu skin has violated any contract, law, or
regulation or that it has                discriminated against Employee or otherwise
infringed upon Employee’s                rights and privileges or done any other
wrongful act.  






             9.        
          This Agreement is confidential information owned by Nu Skin. No party may
          disclose the contents of this Agreement except to the extent required by law.
          Notwithstanding the foregoing, Employee may disclose the terms of the Agreement
          to Employee’s attorney or to Employee’s immediate family (spouse and
          children). If Employee discloses the terms of this Agreement to Employee’s
          attorney or to Employee’s immediate family, Employee will advise them that
          they must not disclose the terms of this Agreement except to the extent required
          by law. 



             10.        
          If Employee violates or breaches this Agreement, then this Agreement shall
          remain in full force and effect except that Nu Skin will be entitled to recover
          from Employee the monies paid pursuant to Paragraph 1 above, attorney’s
          fees and any other remedy available to Nu Skin pursuant to this Agreement or
          otherwise. 




             11.        
          Should Employee return to work for the Company as an employee prior to the
          elapse of time being compensated for under this Agreement, there will be a
          pro-rata return of such severance payment in a lump sum by the Employee to the
          Company before any re-employment will be permitted to take place. 



             12.        
          The provisions of this Agreement are severable. Should any provision hereof be
          voidable or unenforceable under applicable law, such voidable, or unenforceable
          provision shall not affect the validity of any other clause or provision, which
          shall remain in full force and effect. In addition, it is the intention and
          agreement of the parties that all of the terms and conditions hereof be enforced
          to the fullest extent permitted by law. 










             13.        
          The validity of this Agreement and the interpretation and performance of all of
          its terms shall be governed by the substantive and procedural laws of the State
          of Utah. Each party expressly submits and consents to exclusive personal
          jurisdiction and venue in the courts of Utah County, State of Utah or in any
          Federal District Court in Utah. 



             14.        
          This Settlement and Release Agreement, together with the Consulting Agreement
          entered into simultaneously herewith, the Key-Employee Covenants Agreement as
          amended by this Agreement, and the agreements related to Nu Skin’s deferred
          compensation plan, Nu Skin’s 401(k) plan, and Consultant’s stock
          option agreements (hereinafter the “Sole Agreements”), constitute the
          entire and sole agreements between the parties. No other promises or agreements
          have been made to Employee or Nu Skin other than those contained in the Sole
          Agreements. Employee and Nu Skin acknowledge that they have read this Settlement
          and Release Agreement carefully, fully understand the meaning of the terms of
          this Settlement and Release Agreement, and are signing this Settlement and
          Release Agreement knowingly and voluntarily. This Settlement and Release
          Agreement may not be modified except by an instrument in writing signed by all
          of the parties hereto. 





	DATED: 2/27/09 	  	/s/Gary Sumihiro

Employee  








	DATED: 3/17/09 	  	NU SKIN ENTERPRISES, INC
/s/Ritch N. Wood

Chief Financial Officer