lfvn_keyexecutivebenefit






-1-  KEY EXECUTIVE BENEFIT PACKAGE  LifeVantage has established this Key Executive Benefit Package to attract,  motivate and retain certain key executives of the company.  An employee is considered a Key Executive upon the recommendation of the CEO and approval by  the Company's Compensation Committee.    The components of the Key Executive Benefit Package are included below.  I . Position and Responsibilities.  As of the Effective Date (your hire  date), you will commence serving as a key management executive of the Company.   You shall have the duties, responsibilities and authority that are customarily  associated with such position and such other senior management duties as may  reasonably be assigned.  You will devote your full time efforts, abilities, and energies to promote the general welfare and interests of the Company and any  related enterprises of the Company.  Unless otherwise approved in writing by the  Company's Chief Executive Office and the Chairman of the Company's Board of  Directors, your primary workplace will be located at the Company' s headquarters  located in Sandy,Utah.   Nothing herein shall preclude you from (i) serving, with the prior consent of the  President and CEO, as a member of the board of directors or advisory boards (or  their equivalents in the case of a non-corporate entity) of non-competing  businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs;  provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited  by you so as not to materially interfere, individually or in the aggregate, with the  performance of your duties and responsibilities hereunder.  2. Annual Incentive Plan.  As a key executive and during your  continued employment as a key executive, you will be eligible to participate in  the Employee Annual Incentive Plan at the level indicated in Exhibit A pursuant  to the details of Board of Directors' approved Annual Incentive Plan.  Any Annual  Incentive Award shall be paid to you during the first three months of the fiscal  year that follows the applicable performance fiscal year.  The Annual Incentive  Award will be deemed to have been earned on the date of payment of such  bonus and you must remain an employee of the Company through the date of  payment in order to receive the Award.  3. Long Term Incentive Compensation Plan.  As a key executive and  during your continued employment as a key executive, you will be eligible to  participate in the Board of Directors' approved Employee Equity Plan pursuant to  the plan details.  Such equity grants, if any, will be made in the sole discretion of the  Board of Directors and will be subject to the terms and conditions specified by the  Board of Directors, the Company's stock plan, the award agreement that you must  execute as a condition of any grant and the Company's insider trading policy.  If  required by applicable law with respect to transactions involving Company equity  securities, you agree that you shall use your best efforts to comply with any duty  that you may have to (i) timely report any such transactions and (ii) to refrain from  engaging in certain transactions from time to time.  The Company has no duty to  register under (or otherwise obtain an exemption from) the Securities Act of 1933  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-2-  (or applicable state securities laws) with respect to any Company equity securities  that may be issued to you.  4. Employee Benefit Programs.  During your employment with the  Company, and except as may be provided under an employee stock purchase  plan, you will be entitled to pai1icipate, in all Company employee benefit plans and  programs at the time or thereafter made available to Key Executives including,  without limitation, any savings or profit sharing plans, deferred compensation  plans, stock option incentive plans, group life insurance, accidental death and  dismemberment insurance, hospitalization, surgical, major medical and dental  coverage, vacation, sick leave (including salary continuation arrangements), long- term disability, holidays and other employee benefit programs sponsored by the  Company.  The Company may amend, modify or terminate these benefits at any  time and for any reason.  Any change in any employee benefit program or  programs applicable to all covered key executive employees or all covered  employees shall not constitute a material breach of the terms of the Agreement.  LifeVantage will pay all or a portion of the costs associated with the following  company employee benefit plans:  a. Life Insurance  b. Long Term Disability  c. Short Term Disability  d. Health Insurance  e. Dental Insurance  f. Vision Insurance  5. Termination of Employment.  Unless the Company requests  otherwise in writing, upon termination of your employment for any reason, you  understand and agree that you shall be deemed to have also immediately resigned  from all positions as a key executive with the Company (and its affiliates) as of your last day of employment (the "Termination Date").  Upon termination of your  employment for any reason, you shall receive payment or benefits from the  Company covering the following: (i) all unpaid salary and unpaid vacation accrued  pursuant to the paid time off policy through the Termination Date, (ii) any  payments/benefits to which you are entitled under the express terms of any applicable Company employee benefit plan, (iii) any unreimbursed valid business  expenses for which you have submitted properly documented reimbursement  requests, and (iv) your then outstanding equity compensation awards as governed  by their applicable terms (collectively, (i) through (iv) are the "Accrued Pay" ).  You  may also be eligible for other post-employment payments and benefits as provided in this Agreement.  Termination shall not be made until on or after the date of a  "separation from service" within the meaning of Code Section 409A.  (a) At-Will Employment.  Your employment with the Company is  at-will and either you or the Company may terminate your employment at any time  and for any reason (or no reason), with or without Cause (as defined below), in  each case subject to the terms and provisions of this Agreement.  (b) For Cause.  For purposes of this Agreement, your employment  may be terminated by the Company for "Cause" as a result of the occurrence of one  or more of the following: a charge, through indictment or criminal complaint, entry  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-3-  of pretrial diversion or sentencing agreement, or your conviction of, or a plea of  guilty or nolo contendere to, a felony or other crime involving moral turpitude ,  dishonesty or fraud, or any other criminal arrest (for example D.U.I.) which the  Company, in its discretion considers inappropriate or harmful to its interests;  (i) your refusal, or inability to satisfactorily, in the judgment  or your supervisor, perform in any material respect your duties and responsibilities  for the Company or your failure to comply in any material respect with the terms  of this Agreement and the Confidentiality Agreement and the policies and  procedures of the Company;  (ii) fraud or deceptive or illegal conduct in your  performance of duties for the Company;  (iii) your material breach of any material term of this  Agreement; or  (iv) any conduct by you which is materially injurious to the  Company or materially injurious to the business reputation of the Company or a  Company affiliate. In the event your employment is terminated by the Company for Cause  you will be entitled only to your Accrued Pay and you will be entitled to no other  compensation from the Company.  (c) Without Cause.  The Company may terminate your  employment Without Cause at any time and for any reason with notice.  If your  employment is terminated Without Cause then, in addition to your Accrued Pay,  you will be eligible to receive payments equal, in the aggregate amount, to six  months of your base salary as of the Termination Date.  Such payments shall be  paid to you in cash, in substantially equal monthly installments payable over the six  (6) month period following your Termination Date; provided, however, the first  payment (in an amount equal to two (2) months of Base Salary) shall be made on  the sixtieth (60th) day following the Termination Date.  As a condition to receiving  (and continuing to receive) the payments provided in this Section you must: (i)  within not later than fo1iy-five (45) days after your Termination Date, execute (and  not revoke) and deliver to the Company a Separation Agreement in a form  prescribed by the Company and such Separation Agreement shall include without  limitation a release of all claims against the Company and its affiliates along with a  covenant not to sue and (ii) remain in full compliance with such Separation  Agreement and this Key Executive Benefit Package.  (d) Voluntary Termination.  In the event you voluntarily terminate  your employment with the Company, you will be entitled to receive only your  Accrued Pay.  You will be entitled to no other compensation from the Company.  (e) Death or Disability.  In the event your employment with the  Company is terminated due to your Disability, death or presumed death, then you  or your estate will be entitled to receive your Accrued Pay.  For purposes of this  plan, "Disability" is defined to occur when you are unable to engage in any  substantial gainful activity by reason of any medically determinable physical or  mental impairment which can be expected to result in death or which has lasted  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-4-  or can be expected to last for a continuous period of not less than twelve (12)  months.  6. Proprietary Information and Inventions Agreement;  Confidentiality.  You will be required, as a condition of your employment with the  Company, to timely execute the Company's form of proprietary information and inventions agreement as may be amended from time to time by the Company  ("Confidentiality Agreement").  7. Governing Law; Arbitration.  To the extent not preempted by federal  law, this Agreement will be deemed a contract made under, and for all purposes  shall be construed in accordance with, the laws of Utah.  Any controversy or claim  relating to this Agreement or any breach thereof, and any claims you may have  arising from or relating to your employment with the Company, will be settled solely and finally by arbitration in Salt Lake City, Utah before a single arbitrator and  judgment upon such award rendered by the arbitrator may be entered in any court  having jurisdiction thereof, provided that this Section shall not be construed to  eliminate or reduce any right the Company or you may otherwise have to obtain a  temporary restraining order or a preliminary or permanent injunction to enforce any of the covenants contained in this Agreement before the matter can be heard in  arbitration.  8. Taxes.  The Company shall have the right to withhold and deduct from  any payment hereunder any federal, state or local taxes of any kind required by law  to be withheld with respect to any such payment.  The Company shall not be liable  to you or other persons as to any unexpected or adverse tax consequence realized  by you and you shall be solely responsible for the timely payment of all taxes arising  from this Agreement that are imposed on you.  This Agreement is intended to  comply with the applicable requirements of Code Section 409A and shall be  limited, construed and interpreted in a manner so as to comply therewith.  Each  payment made pursuant to any provision of this Agreement shall be considered a  separate payment and not one of a series of payments for purposes of Code  Section 409A.  While it is intended that all payments and benefits provided under  this Agreement to you will be exempt from or comply with Code Section 409A, the  Company makes no representation or covenant to ensure that the payments under  this Agreement are exempt from or compliant with Code Section 409A.  The  Company will have no liability to you or any other party if a payment or benefit  under this Agreement is challenged by any taxing authority or is ultimately  determined not to be exempt or compliant.  In addition, if upon your Termination  Date, you are then a " specified employee" (as defined in Code Section 409A), then  solely to the extent necessary to comply with Code Section 409A and avoid the  imposition of taxes under Code Section 409A, the Company shall defer payment  of "nonqualified deferred compensation" subject to Code Section 409A payable as  a result of and within six (6) months following your Termination Date until the earlier  of (i) the first business day of the seventh (7th) month following your Termination  Date or (ii) ten (10) days after the Company receives written confirmation of your  death.  Any such delayed payments shall be made without interest.  Additionally,  the reimbursement of expenses or in-kind benefits provided pursuant to this  Agreement shall be subject to the following conditions: (1) the expenses eligible for  reimbursement or in-kind benefits in one taxable year shall not affect the expenses  eligible for reimbursement or in-kind benefits in any other taxable year; (2) the  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-5-  reimbursement of eligible expenses or in-kind benefits shall be made promptly,  subject to the Company's applicable policies, but in no event later than the end of  the year after the year in which such expense was incurred; and (3) the right to  reimbursement or in-kind benefits shall not be subject to liquidation or exchange  for another benefit.  9. Entire Agreement.  Except as otherwise specifically provided in this  Agreement, this Agreement (and the agreements referenced herein) contains all  the legally binding understandings and agreements between you and the Company  pertaining to the subject matter of this Agreement and supersedes all such  agreements, whether oral or in writing, previously discussed or entered into  between the parties including without limitation any term sheets regarding your  potential employment with the Company.  As a material condition of this  Agreement, you represent that by entering into this Agreement or by becoming a  Company employee you are not violating the terms of any other contract or  agreement or other legal obligations that would prohibit you from performing your  duties for the Company.  You further agree and represent that in providing your  services to the Company you will not utilize or disclose any other entity's trade  secrets or confidential information or proprietary information.  You represent that  you are not resigning employment or relocating any residence in reliance on any  promise or representation by the Company regarding the kind, character, or  existence of such work, or the length of time such work will last, or the compensation  therefor.  10. Non-Competition and Non-Solicitation.  (a) Non-solicitation of employees and consultants.  During your  employment and for a period of two years after your employment terminates, you  will not directly or indirectly solicit or induce, or attempt to solicit or induce , any  employee or consultant, to include independent contractors, of the Company to  quit their employment or cease rendering services to the Company, unless you are specifically authorized to do so by the Company in writing.  (b) Non-solicitation of Independent Distributors or Customers.   To the extent permitted under applicable law, and in order to protect the  Confidential Information and preserve the Company's relationships with its  prospects and customers, you agree that for a period of two (2) years after your  employment with the Company ends for any reason, you will not directly or  indirectly solicit any Independent Distributor, Preferred Customer or Direct Retail  Customer for another competing Network Marketing Venture consisting of  nutritional supplements or any other product (any product in the same generic  product category as a Company product is deemed to be competing (e.g., any  nutritional supplement is in the same generic category as Company's nutritional  supplements, and is therefore a competing product, regardless of differences in  cost, quality, ingredients or nutrient content) or service of the Company at the time  of your termination with any prospect or customer of the Company.  By signing the  Agreement, you acknowledge and agree that the Company is trying to protect  legitimate business interests by this prohibition and such prohibition is reasonable  in its scope and duration.  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-6-  (c) Non-Competition.  You shall not, for a period of six (6) months  after your employment with the Company ends for any reason, engage in, advise  or consult with, or accept employment with any company, business or any entity,  or contribute your knowledge to any work or activity that involves a product,  process, provision of services or distribution channel (network marketing) as  offered by the company, the development and/or sales of nutritional supplements,  or any other product or service of the Company which is competitive with and the  same as or similar to a product, process, or provision of services or distribution  channel (network marketing) on which you worked or with respect to which you had  access to confidential info1mation while with the Company.  Following expiration  of said six month period, you shall continue to be obligated under the confidential  provisions of this Agreement and of your proprietary information and inventions  agreement not to disclose and/or use confidential information so long as it shall  remain proprietary or protectable as confidential or trade secret information.  You  acknowledge that this restraint is reasonable as to time and geographic limits and  is necessary to protect the Company's Confidential Information, and that it will not  unduly restrict your ability to secure suitable employment after leaving the  Company.  (d) Modification By Court.  If any court or arbitrator determines  that any post-employment restrictive covenant is unreasonable in any respect,  you agree that the Court may modify any unreasonable terms and enforce the  agreement as modified.  (e) Extension of Non-Compete.  For any period of time in  which you are found to be in violation of any of the above non-compete or non- solicitation agreements, that period of time shall be added on to the length of the restriction or period of protection for the Company.  (f) Notice to Subsequent Employers.  You agree that the  Company may provide notice of your obligations under any provision of this  Agreement to any company or future employer of yours should the Company  consider it necessary for the enforcement of those obligations.  11. Covenants.  As a condition of this Agreement and to your receipt  of any post- employment benefits, you agree that you will fully and timely  comply with all of the covenants set forth in this subsection (which shall survive your termination of employment and termination or expiration of this  Agreement):  (a) You will fully comply with all obligations under the  Confidentiality Agreement and further agree that the provisions of the  Confidentiality Agreement shall survive any termination or expiration  of this Agreement or termination of your employment or any  subsequent service relationship with the Company;  (i) Within five (5) days of the Termination Date, you  shall return to the Company all Company confidential info1mation including,  but not limited to, intellectual property, etc., and you shall not retain any  copies, facsimiles or summaries of any Company proprietary information;  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-7-  (ii) You will not at any time make (or direct anyone to  make) any disparaging statements (oral or written) about the Company, or any  of its affiliated entities, officers, directors, employees, stockholders,  representatives or agents, or any of the Company's products or services or  work-in-progress, that are harmful to their businesses, business reputations  or personal reputations.;  (iii) You agree that during the period of your employment  with the Company and thereafter, you will not utilize any trade secrets of the  Company in order to solicit, either on behalf of yourself or any other person or  entity, the business of any client or customer of the Company, whether past,  present or prospective.  The Company considers the following, without  limitation, to be its trade secrets: Financial information, administrative and  business records, analysis, studies, governmental licenses, employee records  (including but not limited to counts and goals), prices, discounts, financials,  electronic and written files of Company policies, procedures, training, and forms,  written or electronic work product that was authored, developed, edited,  reviewed or received from or on behalf of the Company during period of  employment; Company developed technology, software, or computer  programs, process manuals , products, business and marketing plans and or  projections, Company sales and marketing data, Company technical  information, Company strategic plans, Company financials, vendor affiliations,  proprietary information, technical data, trade secrets, know-how, copyrights,  patents, trademarks, intellectual property, and all documentation related to or  including any of the foregoing; and  (iv) You agree that, upon the Company's request and  without any payment therefore, you shall reasonably cooperate with the  Company (and be available as necessary) after the Termination Date in  connection with any matters involving events that occurred during your  period of employment with the Company.  (b) You also agree that you will fully and timely comply with  all of the covenants set forth in this subsection (which shall survive your  termination of employment and termination or expiration of this Agreement):  (i) You will fully pay off any outstanding amounts owed  to the Company no later than their applicable due date or within thirty days of  your Termination Date (if no other due date has been previously established);  (ii) Within five (5) days of the Termination Date, you shall  return to the Company all Company property including, but not limited to,  computers, cell phones, pagers, keys, business cards, etc.;  (iii) Within thirty (30) days of the Termination Date, you  will submit any outstanding expense reports to the Company for expenses  incurred prior to the Termination Date; and  (iv) As of the Termination Date, you will no longer  represent that you are an officer, director or employee of the Company and you  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-8-  will immediately discontinue using your Company mailing address, telephone,  facsimile machines, voice mail and e-mail;  (c) You agree that you will strictly adhere to and obey all  Company rules, policies, procedures, regulations and guidelines, including but  not limited to those contained in the Company's employee handbook, as well  any others that the Company may establish including without limitation any  policy the Company adopts on the recoupment of compensation ("Clawback  Policy").  12. Offset.  Any severance or other payments or benefits made to  you under this Agreement may be reduced, in the Company's discretion,  by any amounts you owe to the Company provided that any such offsets  do not violate Code Section 409A.  13. Notice.  Any notice that the Company is required to or may desire  to give you shall be given by personal delivery, recognized overnight courier  service, email, telecopy or registered or certified mail, return receipt  requested, addressed to you at your address of record with the Company, or  at such other place as you may from time to time designate in writing.  Any  notice that you are required or may desire to give to the Company hereunder  shall be given by personal delivery, recognized overnight courier service,  email, telecopy or by registered or certified mail, return receipt requested,  addressed to the Company's General Counsel at its principal office, or at such  other office as the Company may from time to time designate in writing.  The  date of actual delivery of any notice under this Section shall be deemed to be  the date of delivery thereof.  14. Waiver; Severability.  No provision of this Agreement may be  amended or waived unless such amendment or waiver is agreed to by you and the  Company in writing and such amendment or waiver expressly references this  Section.  No waiver by you or the Company of the breach of any condition or  provision of this Agreement will be deemed a waiver of a similar or dissimilar  provision or condition at the same or any prior or subsequent time.  Except as  expressly provided herein to the contrary, failure or delay on the part of either party  hereto to enforce any right, power, or privilege hereunder will not be deemed to  constitute a waiver thereof.  In the event any portion of this Agreement is  determined to be invalid or unenforceable for any reason, the remaining portions  shall be unaffected thereby and will remain in full force and effect to the fullest  extent permitted by law. 15. Voluntary Agreement.  You acknowledge that you have been  advised to review this Agreement with your own legal counsel and other advisors  of your choosing and that prior to entering into this Agreement, you have had the  opportunity to review this Agreement with your attorney and other advisors and  have not asked (or relied upon) the Company or its counsel to represent you or  your counsel in this matter.  You further represent that you have carefully read and  understand the scope and effect of the provisions of this Agreement and that you  are fully aware of the legal and binding effect of this Agreement.  This Agreement  is executed voluntarily by you and without any duress or undue influence on the  Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






-9-  part or behalf of the Company.  16. Key-Man Insurance.  The Company shall have the right to insure your  life for the sole benefit of the Company, in such amounts, and with such terms, as it  may determine.  All premiums payable thereon shall be the obligation of the  Company.  You shall have no interest in any such policy, but you agree to cooperate  with the Company in taking out such insurance by submitting to physical  examinations, supplying all information required by the insurance company, and  executing all necessary documents, provided that no financial obligation is  imposed on you by any such documents.  ACKNOWLEDGED AND AGREED:  Date: . Date:     LIFEVANTAGE CORPORATION          ________________________  BY:  Steven R. Fife  TITLE: President &CEO    KEY EXECUTIVE          ________________________  BY: Carl Aure  TITLE: CFO  09 / 19 / 2021 09 / 19 / 2021 Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






- EXHIBIT A  TARGET ANNUAL INCENTIVE  Name Title Target Annual Incentive  Carl Aure CFO 50%   Doc ID: 0160a23c9fd5b609e83a6319d49e90e534d8899f 





 






Audit Trail Title  File Name  Document ID  Audit Trail Date Format  Status LFVN Offer Offer Letter-Updated.pdf and 1 other 0160a23c9fd5b609e83a6319d49e90e534d8899f MM / DD / YYYY Completed 09 / 18 / 2021 03:50:38 UTC Sent for signature to Carl Aure (carlaure@msn.com) and Steven R. Fife (sfife@lifevantage.com) from moborn@lifevantage.com IP: 50.205.85.137 09 / 18 / 2021 22:33:25 UTC Viewed by Carl Aure (carlaure@msn.com) IP: 75.169.134.243 09 / 20 / 2021 00:54:19 UTC Signed by Carl Aure (carlaure@msn.com) IP: 75.169.134.243 09 / 20 / 2021 01:21:06 UTC Viewed by Steven R. Fife (sfife@lifevantage.com) IP: 98.32.72.235 09 / 20 / 2021 01:21:36 UTC Signed by Steven R. Fife (sfife@lifevantage.com) IP: 98.32.72.235 The document has been completed.09 / 20 / 2021 01:21:36 UTC