NSE 2002 Truman Hunt Offer Letter (CEO)






January 17, 2003 


Mr. Truman Hunt
75 West Center Street
Provo, Utah 84601


Dear Truman: 


     It is with great pleasure that we
offer you the position of President and Chief Executive Officer of Nu Skin
Enterprises, Inc. The President/CEO reports to the Chairman of the Board of
Directors. 


     This position is offered on the
following terms: 


	1. 	 Effective
Dates. You would assume the title and responsibilities of the Company's President
effective immediately. Your
responsibilities and those retained by Mr. Lund will be determined between the two of
you. Upon Mr. Lund's departure to serve a mission, currently anticipated to be June 2003,
you will assume the additional title and responsibilities of the CEO. 








	2.	Base
Salary. Your annual base salary will be immediately increased to $425,000. Upon your
assumption of CEO responsibilities, your annual base salary will be increased to
$550,000. Your base salary will be evaluated annually by the Compensation Committee of
the Board of Directors and will be subject to adjustments based on company performance,
market conditions and any other relevant data. 






	3. 	 Cash
Bonus Plan. You will participate in the company's standard cash incentive plan, as may be
amended time from to time, and you will be eligible to receive cash bonuses at the "60%-level"
within that incentive plan.







	4.	Stock
Award. You will receive a restricted stock award immediately of 250,000 shares.
These shares will vest at a rate of 25% per calendar year, with the first 25% vesting on
January 1, 2004, and on January 1 of each year thereafter. The company recognizes that,
upon vesting, the tax consequences of the stock award will require that you sell shares
of stock to cover tax liabilities associated with the award. Therefore, the shares
subject to the award will be registered by the company. 












	 	In addition,
in connection with the stock award, you shall be entitled to receive a cash payment upon
the Company’s payment of any cash dividends to shareholders generally in an amount
equal to 250,000 times the amount of the cash dividends paid per share. 






	5. 	 Stock
Options. You will receive an immediate grant of 250,000 stock options at current fair
market value. These stock options will vest 25% per calendar year, with the first 25%
vesting on December 31, 2003. 






	 	In addition,
beginning in 2004, you will participate in the company’s standard stock option
awards at a level to be determined annually by the Compensation Committee, but at a
level not to be less than 50,000 shares of common stock per year, vesting ratably over
a four-year period. 






	6. 	 Change
of Control. In the event of a change in voting control of the Company, the following
shall occur: 







	 	A. 	 All
outstanding stock awards and stock options shall be considered vested immediately prior
to the announcement of any such transaction. 





	 	B. 
	If within 24 months of a change of control your employment is terminated involuntarily
or you are asked to assume a lesser position with the company for any reason except for
cause (as defined below), you shall be entitled to terminate your employment if you so
choose and accept (i) a lump sum severance payment equal to three times your annual
target compensation then in effect (base plus cash bonus at 60% of base), (ii)
continuation of health insurance benefits for a period of 36 months following
termination or until similar benefits are obtained through other employment, and (iii)
tax protection to offset the impact of any excise tax imposed on the above termination
benefits as a result of any applicable IRS or state regulations on excessive
compensation payments. A request to relocate to an office with located at a distance
greater than a radius of 60 miles from the Provo, Utah office, will constitute
involuntary termination. 
 





	7. 	 Other
Benefits. You shall be eligible to participate in all of the benefit plans offered by the
company to members of senior management at the highest level authorized the Compensation
Committee for any member of management. 






	8.	Termination.
In the event your employment is terminated for any reason other than for cause, your
resignation, death or disability, you shall be entitled to (i) a lump sum severance
payment equal to two times your annual target compensation then in effect, and (ii) tax
protection to offset the impact of any excise tax imposed on the above termination
benefit as a result of any applicable IRS or state regulations on excessive compensation
payments. In addition, you shall be allowed to exercise any vested stock options that
have 










2 









	  	vested as
the date of your termination for a period of 1 year following termination of your
employment. 






	 	A.
	As used herein, “cause” shall mean (i) any act or omission that constitutes a
material breach by you of your obligations as CEO and which breach is materially
injurious to the Company, (ii) your willful and continued failure or refusal to
substantially perform the duties required of you in you position with the Company, which
failure is not cured within twenty (20) days following written notice of such failure,
(iii) any willful violation by you of any material law or regulation applicable to the
business of the Company or any of its subsidiaries or affiliates, or your conviction of,
or a plea of nolo contendre to, a felony, or any willful perpetration by
you of a common law fraud, or (iv) any other willful misconduct by you that is
materially injurious to the financial condition or business reputation of, or is
otherwise materially injurious to, the Company or any of its subsidiaries or affiliates.

 





	9. 	 Key
Employee Covenants. You shall continue to be subject to and bound by the Company's Key
Employee Covenants that apply generally to members of senior management, including
covenants of confidentiality, assignment of work product, and non-competition and
non-solicitation. 






     Please confirm your willingness to
accept the employment terms set forth above by signing and returning a copy of
this letter. We look forward to a rich and rewarding professional relationship
with you. 


	  	Very truly
yours, 












	 	/s/  Steven J.
Lund          
           
        

Steven J. Lund

President and Chief Executive Officer









	 	/s/  Blake M. Roney          
           
        

Blake M. Roney

Chairman













Accepted this 17th day of January, 2003 




/s/  Truman Hunt          
           
        

Truman Hunt








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