Master Stock Option Agreement






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. 



          



     	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. 



          



     	3. 	
          NATURE OF OPTION. The Stock Option Schedule shall designate
          whether the options are Nonqualifed Stock Options or Incentive Stock Options. 



          



     	4. 	
          TERMS AND EXERCISE PERIOD. 



          



     	(a) 	
          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. 



          



     	(b) 	
          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. 



          







     	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. 



          



     	6. 	
          TERMINATION OF SERVICE. 



          



     	(a) 	
          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. 



          



     	(b) 	
          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) [one (for options granted
          before January 1, 2007)] [three (for options granted on or after January 1,
          2007)] year 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. 



          



     	(c) 	
          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 the Company, or (d) takes any other actions that are harmful to
          the interests of the Company, then the Committee shall have the right to
          terminate this Agreement at their discretion, in which case all Options granted
          hereunder shall terminate and be forfeited. 



          



     	7. 	
          STOCK CERTIFICATES. Within a reasonable time after the
          exercise of an Option, and the satisfaction of the Optionee’s obligations
          hereunder, the Company shall cause to be delivered to the person entitled
          thereto a certificate for the shares purchased pursuant to the exercise of such
          Option. 



          



     	8. 	
          TRANSFERABILITY OF OPTIONS. This Agreement and the Options
          granted hereunder shall not be transferable otherwise than by will or by the
          laws of descent and distribution, and shall be exercised, during the lifetime of
          the Optionee, only by the Optionee. 



          



     	9. 	
          EXERCISE OF OPTIONS. Options shall become exercisable at
          such time, as may be provided herein and shall be exercisable by written notice
          of such exercise, in the form prescribed by the Committee, to the person
          designated by the Committee at the corporate offices of Nu Skin Enterprises. The
          notice shall specify the number of Options that are being exercised. The Option
          Price shall be payable on the exercise of the Options and shall be paid in cash,
          in shares of Class A Common Stock, including shares of Class A Common Stock
          acquired pursuant to the Plan, part in cash and part in shares, or such other
          manner as may be approved by the Committee consistent with the terms of the Plan
          as it may be amended from time to time. Shares of Class A Common Stock
          transferred in payment of the Option Price shall be valued as of the date of
          transfer based on the Fair Market Value of the Company’s Class A Common
          Stock which for purposes hereof, shall be considered to be the average closing
          price of the Company’s Class A Common Stock as reported on the New York
          Stock Exchange for the ten (10) trading days just prior to the date of exercise.
          Only shares of the Company’s Class A Common Stock which have been held for
          at least six (6) months may be used to exercise the Option. 



          



     	10. 	
          NO RIGHTS AS SHAREHOLDER. This Agreement shall not entitle
          the Optionee to any rights as a stockholder of the Company until the date of the
          issuance of a stock certificate to the Optionee for shares pursuant to the
          exercise of Options covered hereby. 



          









     	11. 	
          GOVERNING PLAN DOCUMENT. This Agreement incorporates by
          reference all of the terms and conditions of the Plan as presently existing and
          as hereafter amended. The Optionee expressly acknowledges and agrees that the
          terms and provisions of this Agreement are subject in all respects to the
          provisions of the Plan. The Optionee also hereby expressly acknowledges, agrees
          and represents as follows: 



          



     	(a) 	
          Acknowledges receipt of a copy of the Plan and represents that the Optionee is
          familiar with the provisions of the Plan, and that the Optionee 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 the Optionee and upon all persons at any time claiming any
          interest through the Optionee in any Option granted hereunder. 



          



     	(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
          the Optionee from the requirements of Section 16(b) of the Exchange Act and any
          rules or regulations promulgated thereunder, and that the Optionee (to the
          extent Section 16(b) applies to Optionee) shall not be exempt from such
          requirements pursuant to Rule 16b-3 unless and until the Optionee shall comply
          with all applicable requirements of Rule 16b-3, including without limitation,
          the possible requirement that the Optionee must not sell or otherwise dispose of
          any share of Class A Common Stock acquired upon exercise of an Option unless and
          until a period of at least six months shall have elapsed between the date upon
          which such Option was granted to the Optionee and the date upon which the
          Optionee desires to sell or otherwise dispose of any share of Class A Common
          Stock acquired upon exercise of such Option. 



          



     	(d) 	
          Acknowledges and understands that the Optionee’s use of Class A Common
          Stock owned by the Optionee to pay the Option Price of an Option could have
          substantial adverse tax consequences to the Optionee, and that the Company
          recommends that the Optionee consult with a knowledgeable tax advisor before
          paying the Option Price of any Option with Class A Common Stock. 



          



     	12. 	
          REPRESENTATIONS AND WARRANTIES. As a condition to the
          exercise of any Option granted pursuant to the Plan, the Company may require the
          person exercising such Option 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 of Class A Common Stock being
          acquired through the exercise of such Option are being acquired only for
          investment and without any present intention or view to sell or distribute any
          such shares. 



          



     	13. 	
          NO SERVICE CONTRACT. Nothing in this Agreement or in the
          Plan shall confer upon Optionee any right to be retained in the service of the
          Company, or to interfere in any way with the right of the Company at any time to
          discontinue using the services of the Optionee as an independent consultant or
          other capacity or to remove Optionee as a director. 



          



     	14. 	
          WITHHOLDING OF TAXES. The Optionee authorizes the Company
          to withhold, in accordance with applicable laws and regulations, from any
          compensation or other payment payable to the Optionee, all federal, state and
          other taxes attributable to taxable income realized by the Optionee as a result
          of the grant or exercise of any Options. As a condition to the exercise of any
          Option, Optionee shall remit to the Company the amount of cash necessary to pay
          any withholding taxes associated therewith or make other arrangements acceptable
          to the Company, in the Company’s sole discretion, for the payment of any
          withholding taxes. 



          



     	15. 	
          EFFECTIVE DATE OF GRANT. Each Option granted pursuant to
          this Agreement shall be effective as of the date first written above. 



          










     	16. 	
          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 Class A Common Stock is then
          listed and any other government or regulatory agency. 



          



     	17. 	
          SECTION REFERENCES. The references to Plan sections shall
          be to the sections as in existence on the date hereof unless an amendment to the
          Plan specifically provides otherwise. 



          



     	18. 	
          QUESTIONS. All questions regarding this Agreement shall be
          addressed to D. Matthew Dorny. 



          









        IN
WITNESS WHEREOF, these parties hereby execute this Agreement to be effective as of the
Effective Date. 



NU SKIN ENTERPRISES, INC., a
Delaware corporation 

By:    ______________________________
Its:




 ______________________________

Optionee


 ______________________________


 ______________________________

Optionee's Address