Exhibit
10.2


 


NATURE’S
SUNSHINE PRODUCTS, INC.


SUPPLEMENTAL ELECTIVE DEFERRAL PLAN


(restated January 1, 2008)


 


This is the
Supplemental Elective Deferral Plan of Nature’s Sunshine Products, Inc. as
restated effective January 1. 2008. 
It is effective as of January 1, 2008 except as otherwise provided
in this Plan.


 


This Plan as
herein restated shall govern the benefits of any Member whose employment
terminates on or after January 1, 2008 and the terms of this Plan as it
existed prior to its restatement effective January 1, 2008 shall be
disregarded.


 


This Plan is
intended to comply with the provisions of Code Section 409A.  For the period from January 1, 2005
through December 31, 2007, the Plan shall be administered and interpreted
in accordance with a good faith interpretation of Code Section 409A and
the guidance issued by the government relating thereto so as to avoid adverse
tax consequences to participants in the Plan, including any transitional
provisions of such guidance, notwithstanding the provisions of the Plan as it
existed previous to this restatement. 
Subject to the foregoing sentences of this paragraph, the benefits of a
Member whose employment terminates prior to January 1, 2008 shall be
governed by the Plan as it existed at the time the employment terminated.


 


ARTICLE I


 


NAME


 


1.1          Name.  The Plan shall be known as the “NATURE’S
SUNSHINE PRODUCTS, INC. SUPPLEMENTAL ELECTIVE DEFERRAL PLAN” and is hereinafter
sometimes referred to as the “Plan”.


 


ARTICLE II


 


PURPOSE


 


2.1          Purpose.  This Plan has been created for the primary
purpose of providing certain selected employees and non-employee directors of
the Employer with the ability to defer the receipt of income, including amounts
that cannot be deferred under the Tax Deferred Retirement Plan of the Employer
due to limitations in the law.  The Plan
is intended to be an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees for purposes of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) and shall be administered as such.


 

















 


ARTICLE III


 


DEFINITIONS


 


When used herein,
the following words shall have the meanings indicated, unless the context
clearly indicates otherwise:


 


3.1          Account.  The words “ACCOUNT” shall mean the Deferral
Account described in Section 5.2 and the Employer Contribution Account
described in Section 5.3.


 


3.2          Beneficiary.  The word “BENEFICIARY” shall mean the person
or persons entitled to receive benefits upon the death of a Member under this
Plan.


 


3.3          Code.  The word “CODE” shall mean the Internal
Revenue Code of 1986, as amended.


 


3.4          Commencement Date.  The
words “Commencement Date” with respect to benefits payable on account of the
Termination Date of the Member shall mean the Termination Date of the Member,
provided, however, if the Member is a Specified Employee as of the Termination
Date, then the Commencement Date shall be the date that is six months after the
Termination Date.


 


(a)           “Specified Employee” means a Member who as of the
Termination Date of the Member is considered a Key Employee of the Employer or
a Related Employer, any stock of which is publicly traded (whether on an
established securities market or otherwise) as of the Termination Date.


 


(b)           A Member is
considered a “Key Employee”
for the entire 12 month period beginning on a January 1
(this January 1 is referred to herein as the applicable effective date) if
the Member meets the requirements of Code Section 416(i)(1)(A)(i), (ii),
or (iii) (applying the applicable regulations thereunder but disregarding
Code Section 416(i)(5)) at anytime during the 12-month period ending on
the September 30 immediately preceding the applicable effective date.  For example, if the Member met the applicable
requirements of Code Section 416(i) listed above at anytime during
the 12 month period from October 1, 2006 to September 30, 2007, then
for the entire 2008 calendar year the Member will be considered a Key Employee.


 


(c)           “Related Employer” means (i) a corporation which is a member of a
controlled group of corporations (within the meaning of Section 1563(a) of
the Code determined without regard to Sections 1563(a)(4) and (e)(3)(C) thereof)
which includes the Employer, and (ii) any trade or business (whether or
not incorporated) which is under common control (as defined in Section 414(c) of
the Code and regulations thereunder) with the Employer.


 


The words “Commencement
Date” with respect to benefits payable on account of the Disability of the
Member shall mean the date as of which the Plan Administrator determines that
the Member has suffered a Disability.  “Disability”
for this purpose and for purposes of Article VII means an impairment which



 


2

















 


results in the
Member being disabled within the meaning of Section 409A(a)(2)(C) of
the Code as determined by the Plan Administrator.


 


3.5          Compensation.  The word “COMPENSATION” with respect to
employees of the Employer has the following meaning:


 


(a)           “Compensation”
shall mean the total of all amounts paid by the Employer by reason of services
performed by the Member, including any bonus pay.


 


(b)           Notwithstanding
the foregoing, the Member’s Compensation shall be determined without taking
into account any of the following:


 


(1)                                  Contributions
or payments by the Employer for or on account of the Member under any employee
benefit plan, including but not limited to any qualified pension plan and any
health or welfare plan;


 


(2)                                  Compensation
that is not subject to employer income tax withholding under Code Section 3402
(or any successor thereof);


 


(3)                                  Income
caused by the exercise of stock options;


 


(4)                                  Income
attributable to benefits received under any long term disability plan
maintained by the Company; and


 


(5)                                  Automobile,
moving or entertainment allowances; reimbursements for medical, professional or
transportation expenses; excess group term life insurance coverage or other
life insurance coverage; tuition refunds; expense reimbursements and other
fringe benefits including such things as physical exams, Christmas gifts and
service awards.


 


(c)           Notwithstanding the foregoing, a
Member’s Compensation shall include contributions made on behalf of the Member
under a salary reduction agreement to any plan of the Employer qualifying under
Code Sections 125, 401(k), or 408(k), and any amounts deferred at the election
of the Member pursuant to the terms of this Plan.


 


The word “COMPENSATION”
with respect to members of the Board of Directors of the Employer who are not
employees of the Employer shall mean the total amount paid for services as a
member of the Board of Directors of the Employer.


 


3.6          Deferral Account.  The words “DEFERRAL ACCOUNT” means the
account maintained on the books of the Employer as described in Section 5.2.


 


3.7          Effective Date.  The original “EFFECTIVE DATE” of this Plan
was May 15, 1998.  The effective
date of this restatement is January 1, 2008.


 


3

















 


3.8          Eligible Person.  The word “Eligible Person”
means any member of the Board of Directors of the Employer who is not an
employee of the Employer, each employee who is an officer of the Employer, and
each employee who is in an employment position that has the title of
director.  In addition, Eligible Person
includes any other employee who is a member of a select group of management or
highly compensated employee for purposes of ERISA designated as eligible by the
Plan Administrator; provided, however, such employee shall be an Eligible
Person only so long as so designated by the Plan Administrator which
designation can be changed by the Plan Administrator at anytime in its sole
discretion.


 


If the Plan
Administrator determines that an employee who is a Member hereunder is no
longer a member of a select group of management or highly compensated employees
described in Section 201(2) of ERISA, such Member shall cease to be
an Eligible Person hereunder and any deferral elections of the Member hereunder
shall cease at the end of the year during which the determination is made.


 


3.9          Employer.  The word “EMPLOYER” shall mean Nature’s
Sunshine Products, Inc. or any successor thereof, if its successor shall
adopt this Plan.


 


3.10        Employer Contribution Account.  The words “EMPLOYER CONTRIBUTION ACCOUNT”
shall mean the account maintained on the books of the Employer as described in Section 5.3.


 


3.11        Member.  The word “MEMBER” means a person who has
become a participant in the Plan.


 


3.12        Plan.  The word “PLAN” shall mean the Supplemental
Elective Deferral Plan set forth in and by this document, as the same may be
amended from time to time.


 


3.13        Plan Administrator.  The words “Plan Administrator” shall mean the
person or committee designated by the Employer to administer this Plan.  In the absence of an effective designation,
it shall mean the Employer.


 


3.14        Plan Year.  The words “PLAN YEAR” shall mean the calendar
year.


 


3.15        Tax Deferred Retirement Plan.  The words “TAX DEFERRED
RETIREMENT PLAN” shall mean the Nature’s Sunshine Products, Inc. Tax
Deferred Retirement Plan, and any successor to that Plan.


 


3.16        Termination Date.  The words “TERMINATION DATE” mean the date as of which the Plan
Administrator reasonably determines that no further personal services to the
Employer or any Affiliate, whether as an employee or otherwise, will be provided
by the Member (or reasonably determines that the anticipated level of bona fide
services by the Member to be performed after such date is no more than 20
percent of the average level of services provided during the immediately
preceding 36-month period (or the full period during which services were
rendered if less than 36 months)).  For
purposes of this determination, the Member shall be treated as continuing to
provide personal services for purposes of this Plan during the period up to six
months that the Member is on military leave, sick leave or other bona fide
leave of absence, or treated as continuing to provide personal service during
the entire 


 


4

















 


period of such leave if the Member retains the right to reemployment
under applicable law or by contract at the end of such leave.


 


“Affiliate” means (i) a corporation which is a member of a
controlled group of corporations (within the meaning of Section 1563(a) of
the Code determined without regard to Sections 1563(a)(4) and (e)(3)(C) thereof)
which includes the Employer, provided that the phrase “more than 50 percent”
shall be substituted for the phrase “at least 80 percent” in Section 1563(a)(1) of
the Code, and (ii) any trade or business (whether or not incorporated)
which is under common control (as defined in Section 414(c) of the
Code as modified by Section 415(h) of the Code and regulations
thereunder) with the Employer.


 


3.16      Year of Employment.  The words “Year of Employment” from a date
shall mean a period of service for the Employer of one full year from such
date.  Periods of service will be
aggregated, whether or not such periods were completed consecutively, using a
decimal date chart selected by the Plan Administrator.


 


3.17        Unforeseeable Emergency.  The words “Unforeseeable Emergency” of a
Member mean a severe financial hardship
to the Member resulting from an illness or accident of the Member, the spouse
of the Member, the beneficiary of the Member or a dependent of the Member (as
defined in Code Section 152, without regard to Code Sections 152(b)(1),
(b)(2) and (d)(1)(B)), loss of the Member’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Member that is determined by the Plan
Administrator to be an “unforeseeable emergency” within the meaning of Code Section 409A(a)(2)(B)(ii).


 


ARTICLE IV


 


ELIGIBILITY


 


4.1          Participation.  An Eligible Person shall be entitled to make
elective deferrals in accordance with the terms of this Plan.  A Member shall cease to be eligible to make
further elective deferrals under this Plan as of the end of the year during
which the Member ceases to be an Eligible Person.


 


ARTICLE V


 


ACCOUNTS


 


5.1          Deferral Election.


 


(a)           To the extent permitted by (b) below,
each Member may elect to defer the receipt of a portion of his or her
Compensation.  The Plan Administrator may provide for
separate elections with respect to regular salary and bonus payments.  The election for a year must be made
prior to the beginning of that year during which the services are performed to
which the Compensation relates and it cannot be modified on or after the
beginning of such year 


 


5

















 


with respect to that
year.  An election that is made or is
effective for the immediately preceding year shall remain effective for the
next year (and cannot be modified on or after the beginning of that next year
with respect to that next year) if it is not affirmatively cancelled or amended
by the Member in writing under the applicable rules and procedures
established by the Plan Administrator prior to the first day of that next year.


 


Notwithstanding
the forgoing, a Member who first becomes a Member during a year may make an
election within 30 days of the date he or she first becomes a Member which
election shall apply to Compensation relating to services performed after the
election is made. For purposes of determining when a Member first becomes a
Member of the Plan, any other plan of the Employer that must be aggregated with
this Plan for purposes of applying the requirements of Code Section 409A
shall be treated as part of this Plan.


 


An election shall
be in writing and shall conform to the applicable rules and procedures
established by the Plan Administrator.


 


(b)           A Member who is an employee of the
Employer may not elect to defer more than 75 percent of the regular salary of
the Member which relates to the year to which the election relates and may not
elect to defer more than 75 percent of the bonus payments which relate to the
year to which the election relates.


 


(c)           Notwithstanding the
restrictions on the modification of elections of (a) above, the deferral
elections of a Member who elects under Section 6.5 to receive a
distribution upon an Unforeseeable Emergency shall be cancelled as of the date
of the distribution under Section 6.5. 
The cancellation shall be applicable to all payroll periods of the year
ending after the cancellation.  Following
a cancellation, no further elections of deferral may be made with respect to
Compensation for services rendered during that year.


 


5.2          Establishment and Determination of
Elective Account.  The
Employer shall establish an Elective Deferral Account on its books for each
Member. The Deferral Account balance of a Member shall be adjusted as follows:


 


(a)           Under rules established by the
Plan Administrator, the Employer shall credit to the Deferral Account of the
Member the amount specified in a proper election of the Member under Section 5.1
at the time such amount is removed from the Compensation of the Member and
invested by the Employer. The Compensation actually paid to the Member for the
period by the Employer shall be reduced by the amount credited to the Deferral
Account under this Section 5.2(a).


 


(b)           As of the end of each applicable
period as established by the Plan Administrator (which may be daily or monthly
or some other period selected from time to time by the Plan Administrator), and
as of the date the benefit is payable under Article VII, the Employer
shall adjust the Deferral Account of a Member under rules established by
the Plan Administrator to reflect the increase or decrease that would have been
incurred by the account during that applicable period if the account had been
invested for the applicable period in the investments selected in advance by
the Member from those made available by the Plan Administrator, or to 


 


6

















 


the extent no
selection has properly been made, by adjusting the account to reflect the
increase or decrease that would have been incurred by the account for the
applicable period if the account had been invested for the applicable period in
the fixed income fund selected in its sole discretion by the Plan
Administrator.


 


(c)           The Plan Administrator shall
prescribe such rules as it deems necessary or appropriate regarding the
adjustments to be made to the Deferral Accounts to reflect the timing of
investment elections made by the Member and the timing of amounts being
credited or debited to the Deferral Accounts.


 


The Deferral
Account balance of a Member shall be debited with the amount paid to or on
behalf of the Member under this Plan related to that account.


 


5.3          Establishment and Determination of Employer
Contribution Account. 
The Employer shall establish an Employer Contribution Account on its
books for each Member. The Employer Contribution Account of a Member shall be
adjusted as follows:


 


(a)           At the end of each Plan Year (and at
such other times, if any, during a Plan Year as the Employer in its discretion
shall select), the Employer shall credit to the Employer Contribution Account
of a Member such amount, if any, as the Employer in its sole discretion may
determine, which credit for a Plan Year for a Member may be zero and which
credit for a Plan Year may vary among the Members as the Employer in its sole
discretion may determine (including the possibility of no credit for some
Members and varying amounts for other Members).


 


(b)           As of the end of each applicable
period as established by the Plan Administrator (which may be daily or monthly
or some other period selected from time to time by the Plan Administrator), and
as of the date the benefit is payable under Article VII, the Employer
shall adjust the Employer Contribution Account of a Member under rules established
by the Plan Administrator to reflect the increase or decrease that would have
been incurred by the account for the applicable period if the account had been
invested for the applicable period in the investments selected in advance by
the Member from those made available by the Plan Administrator, or to the
extent no selection has properly been made, by adjusting the account to reflect
the increase or decrease that would have been incurred by the account for the
applicable period if the account had been invested for the applicable period in
the fixed income fund selected in its sole discretion by the Plan
Administrator.


 


(c)           The Plan Administrator shall
prescribe such rules as it deems necessary or appropriate regarding the
adjustments to be made to the Employer Contribution Account to reflect the
timing of investment elections made by the Member and the timing of amounts
being credited or debited to the Employer Contribution Account.


 


The Employer
Contribution Account balance of a Member shall be debited with the amount paid
to or on behalf of the Member under this Plan related to that account.


 


7

















 


5.4          Statement of Accounts.  The Plan Administrator shall provide to each
Member within one hundred twenty (120) days after the close of each Plan Year,
a statement in such form as the Plan Administrator selects setting forth the
balance, if any, in the Accounts of the Member as of the last day of the Plan
Year just ended.


 


5.5          Accounting Device Only.  The Deferral Account and the Employer
Contribution Account shall be utilized solely as a device for the measurement
and determination of the amounts to be paid to the Member under this Plan.  The Accounts shall not constitute or be
treated as a trust fund of any kind.


 


ARTICLE VI


 


VESTING IN EMPLOYER CONTRIBUTIONS


 


6.1          Vesting in Employer Contributions.  The Employer Contribution Account of a Member
will be subject to a vesting schedule.  A
Member shall be vested in his or her Employer Contribution Account in
accordance with the following schedule based upon Years of Employment from January 1,
2008:


 




	
  Years of
  Employment

  	
   

  	
  Vesting
  Percent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 1

  	
   

  	
  -0-

  	
   

  
	
  1

  	
   

  	
  33

  	
  %

  
	
  2

  	
   

  	
  67

  	
  %

  
	
  3 or more

  	
   

  	
  100

  	
  %

  






 


Notwithstanding
the foregoing, a Member shall be fully vested in all amounts credited to his or
her Employer Contribution Account in the event of:


 


(a) Death of
the Member; or


 


(b) Termination
of the employment of the Member on account of Disability or after attainment of
age 65.


 


The word “Disability”
for purposes of this Article VI shall mean any medically determinable
physical or mental impairment which is considered a “disability” under the
terms of the most recent long term disability plan or policy of the Employer.


 


ARTICLE VII


 


PAYMENT OF ACCOUNTS


 


7.1          Benefit Payment.  Upon the earlier of the Disability of the
Member or the Termination Date of a Member, the Member shall be entitled to: (1) a
payment equal to the amount 


 


8

















 


credited to
his/her Elective Deferral Account as of his or her Commencement Date, and (2) a
payment equal to the vested portion of his/her Employer Contribution Account as
of the Commencement Date.  The payment shall commence to be paid within
60 days of the Commencement Date on a date selected by the Plan Administrator
in its sole discretion.


 


7.2          Form of Payment.  The amount due the Member shall be paid in
one of the following forms as selected by the Member in his or her initial
election form or in a subsequent election that is valid in accordance with the
terms of the Plan as it existed at the time the election was made:


 


(a)  substantially equal monthly installments
over three years; or


 


(b)  substantially equal monthly installments over
five years; or


 


(c)  a single lump sum payment.


 


In the event
payment is made in installments, the Account used to measure the amount due the
Member shall continue to be adjusted for interest under rules prescribed
by the Plan Administrator in accordance with the provisions of Section 5.2(b) and
Section 5.3(b).  In the event no
form of payment is properly elected, the amount due the Member shall be paid in
the form of installment payments over five years.  Notwithstanding the foregoing, in the event
the sum of the accounts of the Member at the Commencement Date does not exceed
the limit of Code Section 402(g)(1)(B), determined as of the Commencement
Date, such benefits shall be paid in the form of a single lump sum payment to
the Member without regard to the form of payment elected by the Member.


 


7.3          Changes
in Form of Payment.  Prior to January 1, 2009, a
Member may change his or her election of the form of payment for a Commencement
Date to another form available under Section 7.2 by submitting a written
election form to the Plan Administrator; provided such election shall not be
effective for a Commencement Date that is less than 12 months from the date the
election form was received by the Plan Administrator unless it is received at
least 30 days before the Termination Date and the Plan Administrator, in its
sole discretion, approves the form of payment selected.  Notwithstanding the forgoing, a Member may
not change a form of election on or after January 1, 2008 with respect to
payments that would otherwise be received in 2008 or to cause payments to be
made in 2008.


 


On and after January 1,
2009, a Member may change
his or her election of the form of payment to another form available under Section 7.2
by submitting a written election form to the Plan Administrator; provided


 


(a)           such election shall not take effect for a Commencement
Date that is less than 12 months from the date the election form was received
by the Plan Administrator; and


 


(b)           if the Commencement Date is based upon a Termination Date,
then notwithstanding any other provisions of this Plan the payment or payments
to which the Member is entitled shall not commence to be paid to the Member
until 5 years from the date that the payment or payments would otherwise have
commenced if the election to change the form of payment had not been made.


 


9

















 


7.4          Payment
to Beneficiary.  In the event
a Member dies before receiving his or her full benefit under this Plan, the
Employer shall pay any remaining amount due on behalf of the Member hereunder
to the Beneficiary of the Member.  Such
payment shall be in the form of a single cash payment.  The payment shall be paid within 60 days of
the date of death on such date as the Plan Administrator in its sole discretion
shall select.  A Member may designate a
Beneficiary on the form prescribed by and delivered to the Plan
Administrator.  If no Beneficiary is
properly designated under this Plan, then the Beneficiary shall be the person
entitled under the terms of the Tax Deferred Retirement Plan to receive any
death benefits payable under the Tax Deferred Retirement Plan on account of the
death of that Member.  If there is no
Beneficiary after application of the foregoing provisions of this Section, then
the payment shall be made to the estate of the Member.  If under these rules the benefits are
payable to the estate of the Member, and either the Plan Administrator cannot
locate a qualified representative of the deceased Member’s estate, or if
administration of the estate is not otherwise required, the Plan Administrator
in its discretion may make the distribution to the deceased Member’s heirs at
law, determined in accordance with the law of the State of the Member’s
domicile in effect as of the date of the Member’s death.


 


7.5          Distribution
During Employment.   Prior
to the Commencement Date, a Member may request a distribution of the amount
credited to his or her Account in the event of an Unforeseeable Emergency.  The Plan Administrator shall determine, in a
non-discriminatory manner, whether a Member has an Unforeseeable
Emergency.  A distribution may be made
under this Section only if such distribution does not exceed the amount
required to meet the immediate financial need created by the Unforeseeable
Emergency as determined by the Plan
Administrator applying the provisions of the applicable regulations under Code Section 409A
(taking into account the tax costs of the distribution) and is not
reasonably available from other resources of the Member as determined by the Plan Administrator applying the provisions of the
applicable regulations under Code Section 409A, including
reimbursement or compensation from insurance, liquidation of assets to the
extent the liquidation does not cause severe financial hardship, and the
cancellation of deferrals under this Plan and any other plan of the Employer.


 


7.6          Discretionary Distribution for Taxes. The Plan is intended to comply with the
provisions of Code Section 409A.  In the event the Plan fails to meet
the requirements of Code Section 409A and the regulations promulgated
thereunder, the Plan Administrator may, in the Plan Administrator’s sole
discretion, distribute to the affected Member(s) the amount(s) such
Member(s) are required to include in income as a result of such failure of
the Plan to comply with Code Section 409A and such regulations.  In the event of such a distribution, the
affected Member(s)’s benefits hereunder shall be adjusted to reflect the value
of the amount so distributed.


 


At
the discretion of the Plan Administrator, the amount necessary to pay the:  (A) Federal Insurance Contributions Act
tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) (the “FICA
Amount”), and/or (B) Railroad Retirement Act tax imposed under Code
Sections 3201, 3211, 3231(e)(1) and 3231(e)(8) (the “RRTA Amount) on
compensation deferred under the Plan, may be distributed to the affected Member
and the benefits of such Member hereunder shall be adjusted to reflect the
value of the amount so distributed.  
Additionally, in its discretion, the Plan Administrator may provide for
the distribution to the affected Member of the amount necessary to pay the
income tax at source on wages imposed under Code Section 3401 or the
corresponding withholding provisions of applicable state, local, or foreign tax
laws as a result of the distribution of the FICA Amount or RRTA 


 


10

















 


Amount, and to pay the additional income tax
at source on wages attributable to the pyramiding Code Section 3401 wages
and taxes.  In no event however, shall
the total amount distributed pursuant to this paragraph to a particular Member
with respect to the Member’s deferrals under the Plan exceed the aggregate of
the FICA Amount and the RRTA Amount with respect to such deferrals, and the
income tax withholding related to such FICA Amount or RRTA Amount.  The benefits of such Member hereunder shall
be adjusted to reflect the value of the amount so distributed.


 


ARTICLE  VIII


 


ADMINISTRATION OF THE PLAN


 


8.1          Plan Administration.  The Plan Administrator shall have the
authority to interpret the Plan and issue such administrative procedures as it
deems appropriate.  The Plan
Administrator shall have the duty and responsibility of maintaining records,
making the requisite calculations and disbursing the payments hereunder.  The Plan Administrator’s interpretations,
determinations, regulations and calculations shall be final and binding on all
persons and parties concerned.


 


8.2          Claims Procedure.  The Plan Administrator shall establish
reasonable procedures for the submission and review of claims with respect to
benefits under the Plan.  A copy of the
claims procedures for the Plan shall be available from the Plan Administrator.  The failure of a claimant to follow the
claims procedures with respect to a claim, including the review procedures,
shall result in the loss of the right to bring an action in court with respect
to the claim.


 


8.3          Amendment and
Termination.  The Employer may amend or terminate the Plan
at any time, provided, however, that (1) no such amendment or termination
shall adversely affect the benefit to which a Member is entitled under Article VII
prior to the date of such amendment or termination unless the change is
necessary to keep the Plan in compliance with the applicable provisions of the
law, including Code Section 409A, and (2) no such amendment or
termination shall cancel or revoke an election made by the Member under Section 5.2
for the year in which the amendment or termination occurs prior to the end of
that year unless to do so is determined by the Employer in good faith not to
violate Code Section 409A.  In the
event of a termination, benefits shall be retained under the terms of the Plan
until the Member reaches his or her Commencement Date under the Plan (or the
earlier death of the Member); provided, however, the Employer may elect to make
distribution earlier to the Member if the Employer determines in good faith
that such distribution does not constitute a violation of  Code Section 409A.  The liabilities of this Plan relating to a
Member may in the discretion of the Employer be transferred to another plan or
program of the Employer, provided that the Employer determines in good faith
that the transfer and the provisions of the plan or program receiving the
transfer applicable to the transfer do not result in any change to the benefits
being transferred that would cause such benefits to be subject to income
taxation under the Code prior to distribution to the Member.


 


Except
as otherwise expressly provided in other sections of this Plan, the payment of
any benefits under the Plan may not be accelerated, including upon the
amendment or termination of the Plan or a person ceasing to be an Eligible
Person, except in a manner that the Employer determines in good faith does not
violate Code Section 409A.


 


11

















 


8.4          Payments.  Subject to Section 8.9, the Employer
will pay all benefits arising under this Plan. 
There shall be deducted from each payment any federal, state or local
withholding or taxes or charges which may be required under applicable law as
determined by the Employer.


 


8.5          Non-assignability of Benefits.  The benefits payable hereunder or the right
to receive future benefits under the Plan may not be anticipated, alienated,
pledged, encumbered, or subjected to any charge or legal process, and if any
attempt is made to do so, or a person eligible for any benefits becomes
bankrupt, the interest under the Plan of the person affected may be terminated
by the Plan Administrator which, in its sole discretion, may cause the same to
be held or applied for the benefit of one or more of the dependents of such
person or make any other disposition of such benefits that it deems
appropriate.


 


8.6          Status of Plan.  Nothing contained herein shall be construed
as providing for assets to be held in trust or escrow or any other form of
asset segregation for the Member or for any other person or persons to whom
benefits are to be paid pursuant to the terms of this plan, the Member’s only
interest hereunder being the right to receive the benefits set forth
herein.  To the extent any person
acquires a right to receive benefits under this Plan, such right shall be no
greater than the right of any unsecured general creditor of the Employer.


 


8.7          Indemnification.  To the extent permitted by law, the Employer
shall indemnify each member of the Board of Directors and any other employee of
the Employer to whom duties are assigned with respect to this Plan, against
expenses (including any amount paid in settlement) reasonably incurred by
him/her in connection with any claims against him/her by reason of his/her
conduct in the performance of his/her duties under the Plan, except in relation
to matters as to which he/she acted fraudulently or in bad faith in the
performance of such duties.  This right
of indemnification shall be in addition to any other right to which the Board
or other person may be entitled as a matter of law or otherwise, and shall pass
to the estate of a deceased person.


 


8.8          Reports and Records.  The Plan Administrator and those to whom the
Plan Administrator has delegated duties under the Plan shall keep records of
all their proceedings and actions and shall maintain books of account, records,
and other data as shall be necessary for the proper administration of the Plan
and for compliance with applicable law.


 


8.9          Finances.  The costs of the Plan shall be borne by the
Employer.  The rights of the Member (or
of his Beneficiary) to benefits under the Plan shall be solely those of an
unsecured general creditor of the Employer. 
Any assets acquired by or held by the Employer or set aside in a trust
that may be established by the Employer shall not be deemed to be held as
security for the performance of the obligations of the Employer under this
Plan.  Notwithstanding the foregoing, to
the extent under the terms of any trust set up by an Employer payments are made
by the Trustee of said Trust to the Member with respect to benefits under this
Plan, such payments shall satisfy the obligations of the Employer hereunder to
the extent of the payments made.


 


8.10        Nonguarantee of Employment.  Nothing contained in this Plan shall be
construed as a contract of employment between the Employer and any Member, or
as a right of any 


 


12

















 


Member to be
continued in employment of the Employer, or as a limitation on the right of the
Employer to discharge any of its employees, with or without cause.


 


8.11        Applicable Law.  All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the United States and to the extent not pre-empted by such laws, by the laws
of the State of Utah.


 


8.12        Headings.  The headings of Sections and Articles in this
Plan are for convenience purposes only and shall in no way control or be used
in the interpretation of the content of the Sections or Articles or this Plan
as a whole.


 


8.13        Number and Gender.  Where the context requires, the singular
shall include the plural and the plural shall include the singular, and any
gender shall include both other genders.


 


Dated this 4th day
of September, 2008.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NATURE’S SUNSHINE
  PRODUCTS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Stephen M. Bunker

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Stephen M. Bunker

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer

  
											



 


13