Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”),
is made on this 21st day of December, 2007, by and between Nature’s
Sunshine Products, Inc., a Utah Corporation, having its principal place of
business in Provo, Utah (“the Company” or “NSP”) and Bryant J.
Yates (“Executive”).


 


The Company desires to engage Executive to provide services for NSP and
Executive desires to provide such services on the terms and conditions below.


 


1.             Employment.


 


1.1           Positions and Duties.
Executive will serve as President — International
of the Company, reporting directly to the Chief Executive Officer (“CEO”) of
the Company.  In addition, without
additional compensation, if requested by the Company, Executive will serve in
other officer positions of the Company and its subsidiaries. Executive shall
devote his best efforts and substantially all of his business time and services
to the Company to perform such duties as may be customarily incident to such
position of an enterprise of the size and nature of the Company and as may
reasonably be assigned from time to time by the CEO of the Company or the
Company, as the case may be.  Executive
will render his services hereunder to the Company, shall use his best efforts,
judgment and energy in the performance of the duties assigned to him, and shall
abide by the Company’s Code of Conduct and any other applicable Company
policies, and shall comply with any and all applicable laws, including but not
limited to insider trading/reporting requirements and the policies and
procedures as may be set forth in the employee handbook, manuals and other
materials provided by the Company.


 


1.2           Place of Performance.
Executive shall perform his services hereunder at the Company’s executive
offices in Provo, Utah; provided, however, that
Executive will be required to travel from time to time as reasonably required
for business purposes.


 


2.             Compensation and
Benefits.


 


2.1           Base Salary. Executive shall
receive an annual salary of $160,360.00
paid in accordance with the Company’s payroll practices, as in effect from time
to time. Base salary shall be subject to review on at least an annual basis by
the CEO. Executive understands that no further compensation will be given for
his/her name being used as on officer or shareholder on any corporation,
subsidiary or branch.


 


2.2           Discretionary Bonus.  Executive shall also
be eligible to participate in the executive bonus program or any successor
program (the “EBP”).  Payment of any
bonus under the EBP is in NSP’s sole discretion and such payments will be made
in accordance with section 409A.


 


2.3           Employee Benefits.  Executive will be eligible to participate in
retirement/savings, health insurance, term life insurance, long term disability
insurance and other employee benefit plans, policies or arrangements maintained
by the Company for its employees 


 


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generally and, at the discretion of the
Board, in incentive plans, stock option plans and change in control severance
plans maintained by the Company for its executives, if any, subject to the
terms and conditions of such plans, policies or arrangements, including but not
limited to those benefits outlined in the Employee Handbook.


 


2.4           Stock Options.  The Company may
from time to time grant to Executive options (the “Options”) to purchase shares
of NSP common stock pursuant to the price, terms and conditions set forth in
the then applicable Stock Option Plan, as amended from time to time, or as
otherwise set forth in a Stock Option Agreement.


 


3.             Indemnification;
D&O Insurance. The Company will indemnify Executive for and hold
Executive harmless from and against any and all losses, costs, damages or
expenses (including attorneys’ fees) arising out of any claim or legal
proceeding brought against Executive, relating in any way to services performed
by Executive for the Company.  This
indemnification provision is intended to be broadly interpreted and to provide
for indemnification to the full extent permitted by law.  The Company will maintain directors’ and
officers’ liability insurance in amounts and on terms reasonable and customary
for similarly situated companies.


 


4.             Expenses.  In accordance with the Company’s normal
policies for expense reimbursement, the Company shall reimburse Executive for
all reasonable travel, entertainment and other expenses incurred or paid by
Executive in connection with, or related to, the performance of Executive’s
duties, responsibilities or services under this Agreement, upon presentation of
documentation, including expense statements, vouchers and/or such other
supporting information as the Company may request.


 


5.             Termination.  Upon cessation of his employment with the
Company, Executive will be entitled only to such compensation and benefits as
described in this Section 5.


 


5.1           Termination
without Cause.  If Executive’s
employment by the Company is terminated by the Company without Cause (as
defined below), Executive will be entitled to:


 


5.1.1.       payment of all accrued and unpaid base
salary through the date of such termination;


 


5.1.2.       monthly severance payments equal to
one-twelfth of Executive’s base salary as of the date of such termination for a
period equal to twelve (12) months (the “Severance Period”).


 


5.1.3.   payment of the cost for continuation of Executive’s
health insurance coverage under COBRA (and for his or her family members if
Executive provided for their coverage during his or her employment) during the
Severance Period and in accord with the NSP plan applicable to NSP employees
currently in effect.


 


5.2           Release.  Notwithstanding any provision of this
Agreement, the payments and benefits described above are conditioned on
Executive’s execution and delivery to the Company of a release substantially
identical to that attached hereto as Exhibit A in a manner consistent with
the requirements of the Older Workers Benefit Protection Act, if applicable,
and 


 


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any applicable state law
(the “Release”).  The severance benefits
described in Section 5.1.2 will be paid after the Release becomes
irrevocable.


 


5.3           Termination for Cause.  If Executive’s employment with the Company is
terminated by the Company for Cause then the Company’s obligation to Executive
will be limited solely to the payment of accrued and unpaid base salary through
the date of such termination.  To
terminate Executive’s employment for Cause, the CEO, in consultation with the
Board of Directors, must determine in good faith that Cause has occurred.


 


5.3.1.       “Cause” means:


 


a)                                      continuing
performance by Executive deemed unsatisfactory to NSP acting reasonably and in
good faith or conduct by Executive deemed unacceptable by NSP acting reasonably
and in good faith;


 


b)                                     conviction of,
or the entry of a plea of guilty or no contest to, a felony or any crime that
may materially adversely affect the business, standing or reputation of the
Company;


 


c)                                      dishonesty,
fraud, embezzlement or other misappropriation of funds;


 


d)                                     material breach
of this Agreement;


 


e)                                      willful refusal
to perform the lawful and reasonable directives of the CEO or the Board.


 


5.4           Resignation by Executive.
Executive may resign his/her employment by giving the Company four weeks’
notice of said resignation; NSP may elect to pay Employee’s base salary in lieu
of notice.  If Executive resigns, then
the Company’s obligation to Executive will be limited solely to the payment of
accrued and unpaid base salary through the date of such termination.


 


5.5           Termination
upon Death or Incapacity of Executive. Executive’s employment with the
Company shall terminate upon the death or incapacity of Executive.  In the event of termination of Executive’s
employment by reason of Executive’s death or incapacity, the provisions
governing termination without cause, above, shall apply. “Incapacity” shall mean
that Executive is, for a period of 90 days or more, unable to perform Executive’s
duties effectively, for reasons such as emotional, mental or physical illness,
deficiency, or disability.


 


5.6.  Foreign Entities. Without
regard to the circumstances of Executive’s termination from employment,
Executive hereby also covenants that upon termination, if she/he is listed as
an officer, director, partner, secretary or shareholder on any corporation,
subsidiary or branch on behalf of Nature’s Sunshine Products, Inc. or any
related entity, he/she will sign over any and all rights to stock and/or resign
as an officer or director prior to departure from the Company as required by
the law applicable to the entity or by that entity’s procedural requirements.


 


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6.             Restrictive Covenants.  In recognition of the compensation and other
benefits provided to Executive pursuant to this Agreement, Executive agrees to
be bound by the provisions of this Section (the “Restrictive Covenants”).
These Restrictive Covenants will apply without regard to whether any
termination or cessation of Executive’s employment is initiated by the Company
or Executive, and without regard to the reason for that termination or
cessation.


 


6.1           Covenant Not To
Compete.  Executive covenants that,
during his employment by the Company and for a period of twelve (12) months
following immediately thereafter, (the “Restricted
Period”), Executive will not do any of the following, directly or
indirectly:


 


6.1.1.       engage, be employed
by, participate in, plan for or organize any Competing Business of the Company
or any subsidiary or joint venture of the Company; “Competing Business” means
any business enterprise that distributes through a multilevel marketing program
or that engages in any activity that competes anywhere in the world with any
activity in which the Company is then engaged, including sales or distribution
of  herbs, vitamins or nutritional
supplements or any product, which the Company sells or distributes at the time
of Executive’s termination;


 


6.1.2.       become interested in
(as owner, stockholder, lender, partner, co-venturer, director, officer,
employee, agent or consultant) any person, firm, corporation, association or
other entity engaged in a Competing Business. Notwithstanding the foregoing,
Executive may hold up to 2% of the outstanding securities of any class of any
publicly-traded securities of any company;


 


6.1.3.       influence or attempt
to influence any employee, sales leader, manager, coordinator, consultant,
supplier, licensor, licensee, contractor, agent, strategic partner,
distributor, customer or other person to terminate his or her employment with
the Company or modify any written or oral agreement, relationship, arrangement
or course of dealing the Company; or


 


6.1.4.       solicit for
employment or employ or retain (or arrange to have any other person or entity
employ or retain) any person who has been employed or retained by any member of
the Company within the preceding twelve (12) months. For this purpose,
advertisements for employment placed in newspapers of general circulation will
not be considered solicitation.


 


6.1.5        Extension of
Restrictive Covenants.  The Company
may elect to extend the twelve (12) month post-termination non-compete and non-solicitation
period by up to twelve (12) additional months by delivering written notice of
such extension to Executive at least thirty (30) days prior to the end of that
twelve (12) month period and by making monthly payments to Executive for the
number of months equal to the length of the extension specified by the Company
in its notice to the Executive.  The
amount of each such additional monthly payment will be equal to one-twelfth of
the base salary in effect at the time of Executive’s termination of employment.


 


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6.2           Confidentiality.  Executive recognizes and acknowledges that
the Proprietary Information (as defined below) is a valuable, special and
unique asset of the business of the Company. 
As a result, both during the Term and thereafter, Executive will not,
without the prior written consent of the Company, for any reason divulge to any
third-party or use for his/her own benefit, or for any purpose other than the
exclusive benefit of the Company, any Proprietary Information.  Notwithstanding the foregoing, if Executive
is compelled to disclose Proprietary Information by court order or other legal
process, to the extent permitted by applicable law, he shall promptly so notify
the Company so that it may seek a protective order or other assurance that
confidential treatment of such Proprietary Information shall be afforded, and
Executive shall reasonably cooperate with the Company in connection
therewith.  If Executive is so obligated
by court order or other legal process to disclose Proprietary Information,
Executive will disclose only the minimum amount of such Proprietary Information
as is necessary for Executive to comply with such court order or other legal
process.


 


6.3           Property of the
Company.


 


6.3.1.       Proprietary
Information.  All right, title and
interest in and to Proprietary Information will be and remain the sole and
exclusive property of the Company. 
Executive will not remove from the Company’s offices or premises any
documents, records, notebooks, files, correspondence, reports, memoranda or
similar materials of or containing Proprietary Information, or other materials
or property of any kind belonging to the Company unless necessary or
appropriate in the performance of his duties to the Company.  If Executive removes such materials or
property in the performance of his duties, he will return such materials or
property promptly after the removal has served its purpose.  Executive will not make, retain, remove
and/or distribute any copies of any such materials or property, or divulge to
any third person the nature of and/or contents of such materials or property,
except to the extent necessary to perform his/her duties on behalf of the
Company.  Upon termination of Executive’s
employment with the Company, s/he will leave with the Company or promptly
return to the Company all originals and copies of such materials or property
then in his/her possession.


 


6.3.1.1.  “Proprietary Information”  means any and all
proprietary information developed or acquired by the Company that has not been
specifically authorized to be disclosed. 
Such Proprietary Information shall include, but shall not be limited to,
the following items and information relating to the following items: (a) all
trade secrets (including research and development, know-how, formulas,
compositions, manufacturing and production processes and techniques,
methodologies, technical data, designs, drawings and specifications) as well as
all inventions (whether patentable or unpatentable and whether or not reduced
to practice) and all improvements thereto, (b) computer codes and
instructions, processing systems and techniques, inputs, and outputs
(regardless of the media on which stored or located) and hardware and software
configurations, designs, architecture and interfaces, (c) business
research, studies, procedures and costs, (d) financial data, (e) distributor
network information, the identities of actual and prospective distributors and
distribution methods, (f) marketing data, methods, plans and efforts, (g) the
identities of actual and prospective suppliers, (h) the terms of contracts
and agreements with, the needs and requirements of and the Company’s course of
dealing with, actual or prospective suppliers, (i) personnel information, (j) customer
and vendor credit information, and (k) information received from third
parties subject to obligations of non-


 


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disclosure or non-use.  Failure
by the Company to mark any of the Proprietary Information as confidential or
proprietary shall not affect its status as Proprietary Information.


 


6.3.2.       Intellectual
Property.  Executive agrees that all
the Intellectual Property (as defined below) will be considered “works made for
hire” as that term is defined in Section 101 of the Copyright Act (17
U.S.C. §  101) and that all right, title and interest in such Intellectual
Property will be the sole and exclusive property of the Company.  To the extent that any of the Intellectual
Property may not by law be considered a work made for hire, or to the extent
that, notwithstanding the foregoing, Executive retains any interest in the
Intellectual Property, Executive hereby irrevocably assigns and transfers to
the Company any and all right, title, or interest that Executive may now or in
the future have in the Intellectual Property under patent, copyright, trade
secret, trademark or other law, in perpetuity or for the longest period
otherwise permitted by law, without the necessity of further consideration.  The Company will be entitled to obtain and
hold in its own name all copyrights, patents, trade secrets, trademarks and
other similar registrations with respect to such Intellectual Property.  Executive further agrees to execute any and
all documents and provide any further cooperation or assistance reasonably
required by the Company to perfect, maintain or otherwise protect its rights in
the Intellectual Property, at no cost to Executive.  If the Company is unable after reasonable
efforts to secure Executive’s signature, cooperation or assistance in
accordance with the preceding sentence, whether because of Executive’s
incapacity or any other reason whatsoever, Executive hereby designates and
appoints the Company or its designee as Executive’s agent and attorney-in-fact to
act on his behalf solely for the purpose of executing and filing documents and
doing all other lawfully permitted acts necessary or desirable to perfect,
maintain or otherwise protect the Company’s rights in the Intellectual
Property. Executive acknowledges and agrees that such appointment is coupled
with an interest and is therefore irrevocable.


 


6.3.2.1.  “Intellectual
Property”  means (a) all
inventions (whether patentable or unpatentable and whether or not reduced to
practice), all improvements thereto, and all patents and patent applications
claiming such inventions, (b) all trademarks, service marks, trade dress,
logos, trade names, fictitious names, brand names, brand marks and corporate
names, together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations, and renewals in connection therewith, (c) all
copyrightable works, all copyrights, and all applications, registrations, and
renewals in connection therewith, (d) all mask works and all applications,
registrations, and renewals in connection therewith, (e) all trade secrets
(including research and development, know-how, formulas, compositions,
manufacturing and production processes and techniques, methodologies, technical
data, designs, drawings and specifications), (I) all computer software
(including data, source and object codes and related documentation), (g) all
other proprietary rights or (h) all copies and tangible embodiments
thereof (in whatever form or medium) which, in the case of any or all of the
foregoing, have been or are developed or created in whole or in part by
Executive at any time and at any place while Executive is employed by the
Company and have been or are created for the purpose of performing Executive’s
duties on behalf of the Company.


 


6.4           Acknowledgements.  Executive acknowledges that the Restrictive
Covenants are reasonable and necessary to protect the legitimate interests of
the Company, that the duration and geographic scope of the Restrictive
Covenants are reasonable given the nature 


 


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of this Agreement and the
position Executive holds within the Company, and that the Company would not
enter into this Agreement or otherwise employ or continue to employ Executive
unless Executive agrees to be bound by the Restrictive Covenants set forth in
this Section 6.


 


6.5           Remedies and Enforcement Upon Breach.


 


6.5.1        Intention.  It is the intention of the parties that the
foregoing restrictive covenant be enforced as written, and, in any other event,
enforced to the greatest extent (but to no greater extent) in time, territory
and degree of participation as permitted by applicable law. Accordingly, in the
event that any court to which a dispute over these restrictions may be referred
shall find any of these restrictions overly broad or unreasonable in any way,
that court must enforce the restrictions to the greatest extent deemed
reasonable.


 


6.5.2        Specific Enforcement.  Executive acknowledges that any breach by
him, willfully or otherwise, of the Restrictive Covenants will cause continuing
and irreparable injury to the Company for which monetary damages would not be
an adequate remedy.  In the event of any
such breach or threatened breach by Executive of any of the Restrictive
Covenants, the Company shall be entitled to injunctive or other similar
equitable relief in any court, without any requirement that a bond or other
security be posted, and this Agreement shall not in any way limit remedies of
law or in equity otherwise available to the Company.


 


6.5.3.       Enforceability.  If any court holds the Restrictive Covenants
unenforceable by reason of their breadth or scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the right of the Company to the relief provided above in the courts of
any other jurisdiction within the geographic scope of such Restrictive
Covenants.


 


6.5.4.       Disclosure of  Restrictive
Covenants.  Executive agrees to
disclose the existence and terms of the Restrictive Covenants to any employer
that Executive may work for during the Restricted Period.


 


6.5.5.       Extension of  Restricted Period.  If the Executive breaches Section 6.1
in any respect, the restrictions contained in that section will be extended for
a period equal to the period that the Executive was in breach.


 


7.             Miscellaneous.


 


7.1           Other Agreements.  Executive represents and warrants to the
Company that there are no restrictions, agreements or understandings whatsoever
to which Executive is a party that would prevent or make unlawful his/her
execution of this Agreement, that would be inconsistent or in conflict with
this Agreement or Executive’s obligations hereunder, or that would otherwise
prevent, limit or impair the performance of Executive’s duties under this
Agreement.


 


7.2           Successors and Assigns.  This Agreement shall be binding upon any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, and the Company shall require any such successor to expressly assume
and agree in writing to perform this Agreement in the 


 


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same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place, or, in the event the Company remains in existence,
the Company shall continue to employ Executive under the terms hereof.   As used in this Agreement, the “Company”
shall mean the Company and any successor to its business and/or assets, which
assumes or is obligated to perform this Agreement by contract, operation of law
or otherwise.  This Agreement shall inure
to the benefit of and be enforceable by Executive and his personal or legal
representatives, executors, estate, trustee, administrators, successors, heirs,
distributees, devisees and legatees.  The
duties of Executive hereunder are personal to Executive and may not be assigned
by him.  If Executive dies and any amounts
become payable under this Agreement, the Company will pay those amounts to his
estate.


 


7.3           Governing Law and Enforcement;
Disputes.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Utah,
without regard to the principles of conflicts of laws.  Any legal proceeding arising out of or
relating to this Agreement will be instituted in a state or federal court in
the State of Utah, and Executive and the Company hereby consent to the personal
and exclusive jurisdiction of such court(s) and hereby waive any objection(s) that
they may have to personal jurisdiction, the laying of venue of any such
proceeding and any claim or defense of inconvenient forum.


 


7.4           Waivers.  The waiver by
either party of any right hereunder or of any breach by the other party will
not be deemed a waiver of any other right hereunder or of any other breach by
the other party.  No waiver will be
deemed to have occurred unless set forth in writing. No waiver will constitute
a continuing waiver unless specifically stated, and any waiver will operate
only as to the specific term or condition waived.


 


7.5           Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law.  However, if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect
any other provision, and this Agreement will be reformed, construed and enforced
as though the invalid, illegal or unenforceable provision had never been herein
contained.


 


7.6           Survival.  Section 6
of this Agreement will survive termination of this Agreement and/or the
cessation of Executive’s employment by the Company.


 


7.7           Notices.  Any notice or communication required or
permitted under this Agreement shall be made in writing and shall be sufficient
if personally delivered or sent by registered or certified mail and addressed,
if to Employee, to Employee’s address set forth in NSP’s records, or if to NSP,
to its principal office, to the attention of the CEO.  Such notice shall be deemed given when
delivered if delivered personally, or, if sent by registered or certified mail,
at the earlier of actual receipt or three days after mailing in United States
mail, addressed as aforesaid with postage prepaid.


 


7.8           Entire Agreement: Amendments.  This Agreement, the attached exhibits, the
Plan, and the Award Agreement contain the entire agreement and understanding of
the parties hereto relating to the subject matter hereof; and merge and
supersede all prior and contemporaneous discussions, agreements and
understandings of every nature relating to 


 


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Executive’s
employment or engagement with, or compensation by, the Company and any of its
affiliates or subsidiaries or any of their predecessors, including, without
limitation, the Existing Agreement.  This
Agreement may not be changed or modified, except by an agreement in writing
signed by each of the parties hereto.


 


7.9           Withholding.  All payments to Executive will be subject to
tax withholding in accordance with applicable law.


 


7.10         Section Headings.  The headings of sections and paragraphs of
this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.


 


7.11         Counterparts;
Facsimile.  This Agreement may be
executed in multiple counterparts (including by facsimile signature), each of
which will be deemed to be an original, but all of which together will
constitute one and the same instrument.


 


7.12         Third Party
Beneficiaries.  Subject to Section 7.2,
this Agreement will be binding on, inure to the benefit of and be enforceable
by the parties and their respective heirs, personal representatives, successors
and assigns.  This Agreement does not
confer any rights, remedies, obligations or liabilities to any entity or person
other than Executive and the Company and Executive’s and the Company’s
permitted successors and assigns, although this
Agreement will inure to the benefit of the Company.


 


[This space left blank
intentionally; signature page follows]


 


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  Employee:

  	
   

  	
  Employer:

  
	
   

  	
   

  	
   

  	
   

  
	
  BRYANT J. YATES

  	
   

  	
  NATURE’S SUNSHINE PRODUCTS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Bryant J. Yates

  	
   

  	
  By

  	
  /s/
  Douglas Faggioli

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
  Douglas
  Faggioli

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
  CEO/President

  
					



 


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EXHIBIT A


 


RELEASE AGREEMENT


 


THIS RELEASE AGREEMENT (this “Release”) is
made as of the day of
           day of
                  ,
                    
by and between
                                      
(the “Executive”) and Nature Sunshine
Products, Inc. (the “Company”).


 


WHEREAS, Executive’s employment as an executive of the Company has
terminated; and


 


WHEREAS, pursuant to Section 5 of the Employment Agreement
by and between the Company and Executive dated
                                          
(the “Agreement”), the Company has agreed to pay Executive certain amounts and
to provide him with certain rights and benefits, subject to the execution of
this Release.


 


NOW THEREFORE, in consideration of these premises and the mutual
promises contained herein, and intending to be legally bound hereby, the
parties agree as follows:


 


1.             Consideration. Executive acknowledges that: (i) the
payments, rights and benefits set forth in Section 5 of the
Agreement constitute full settlement of all his/her rights under the Agreement,
and (ii) except as otherwise provided specifically in this Release, the
Company does not and will not have any other liability or obligation to
Executive under the Agreement. Executive further acknowledges that, in the
absence of his execution of this Release, the benefits and payments specified
in the Agreement (other than those specified) would not otherwise be due to
him/her.


 


2.             Release and Covenant Not to Sue.


 


2.1           Executive and the
Company each hereby fully and forever releases and discharges the other, and
all of their respective predecessors and successors, assigns, stockholders,
subsidiaries, parents, affiliates, officers, directors, trustees, employees,
agents and attorneys, past and present and in their respective capacities as
such (the Company and Executive and each such respective person or entity is
each referred to as a “Released Person”)
from any and all claims, demands, liens, agreements, contracts, covenants,
actions, suits, causes of action, obligations, controversies, debts, costs,
expenses, damages, judgments, orders and liabilities, of whatever kind or
nature, direct or indirect, in law, equity or otherwise, whether known or
unknown, arising through the date of this Release, including those arising out
of Executive’s employment by the Company or the termination thereof, including,
but not limited to, any claims for relief or causes of action under the Age
Discrimination in Employment Act, 29 U.S.C. §  621 et seq., or any other
federal, state or local statute, ordinance or regulation regarding
discrimination in employment and any claims, demands or actions based upon
alleged wrongful or retaliatory discharge or breach of contract under any state
or federal law.


 


2.2           Executive and the
Company expressly represent that they have not filed a lawsuit or initiated any
other administrative proceeding against a Released Person and that neither has
assigned any claim against a Released Person. Executive and the Company each
further promise not to initiate a lawsuit or to bring any other claim against
the other or any Released Person arising out of or in any way related to
Executive’s employment by the Company 


 

















 


or the termination of that
employment.  This Release will not
prevent Executive from filing a charge with the Equal Employment Opportunity
Commission (or similar state agency) or participating in any investigation
conducted by the Equal Employment Opportunity Commission (or similar state
agency); provided, however, that
any claims by Executive for personal relief in connection with such a charge or
investigation (such as reinstatement or monetary damages) would be barred.  This Release shall not affect Executive’s
rights under the Age Discrimination in Employment Act or the Older Workers
Benefit Protection Act to have a judicial determination of the validity of this
release and waiver.


 


3.             Restrictive Covenants.  Executive acknowledges that the restrictive
covenants contained in Section 6 of the Agreement will survive the
termination of his employment. Executive affirms that those restrictive
covenants are reasonable and necessary to protect the legitimate interests of
the Company, that he received adequate consideration in exchange for agreeing
to those restrictions and that he will abide by those restrictions.


 


4.             Non-Disparagement.  Neither Executive nor the Company will
disparage the other or any of their respective Released Persons or otherwise
take any action which could reasonably be expected to adversely affect the
personal or professional reputation of the other or their respective Released
Persons.


 


5.             Cooperation.  Executive further agrees that, subject to
reimbursement of his reasonable expenses, he will cooperate fully with the
Company and its counsel with respect to any matter (including litigation,
investigations, or governmental proceedings) in which Executive was in anyway
involved during his employment with the Company. Executive shall render such
cooperation in a timely manner on reasonable notice from the Company.


 


6.             Rescission Right. 
Executive expressly acknowledges and recites that (a) he has read
and understands the terms of this Release in its entirety, (b) he has
entered into this Release knowingly and voluntarily, without any duress or
coercion; (c) he has been advised orally and is hereby advised in writing
to consult with an attorney with respect to this Release before signing it; (d) he
was provided twenty-one (21) calendar days after receipt of the Release to
consider its terms before signing it; (e) should he nevertheless elect to
execute this Agreement sooner than 21 days after he has received it, he
specifically and voluntarily waives the right to claim or allege that he has
not been allowed by the Company or by any circumstances beyond his control to
consider this Agreement for a full 21 days; and (f) he is provided seven (7) calendar
days from the date of signing to terminate and revoke this Release, in which
case this Release shall be unenforceable, null and void. Executive may revoke
this Release during those seven (7) days by providing written notice of
revocation to the Company at the address specified in Section 7.8
of the Agreement.


 


7.             Challenge. 
If Executive violates or challenges the enforceability of any provisions
of the Restrictive Covenants or this Release, no further payments, rights or
benefits under Section 5  of the Agreement will be due to Executive
(except where such provision would be prohibited by applicable law, rule or
regulation).


 


8.             Miscellaneous.


 


8.1           No Admission of
Liability.  This Release is not to
be construed as an admission of any violation of any federal, state or local
statute, ordinance or regulation or of any 


 

















 


duty
owed by the Company to Executive. There have been no such violations, and the
Company specifically denies any such violations.


 


8.2           No Reinstatement.
Executive agrees that he will not without the consent of the Company apply for
reinstatement with the Company or seek in any way to be reinstated, re-employed
or hired by the Company in the future,


 


8.3           Successors and
Assigns. This Release shall inure to the benefit of and be binding upon the
Company and Executive and their respective successors, permitted assigns,
executors, administrators and heirs. Executive shall not may make any
assignment of this Release or any interest herein, by operation of law or
otherwise. The Company may assign this Release to any successor to all or
substantially all of its assets and business by means of liquidation,
dissolution, merger, consolidation, transfer of assets, or otherwise.


 


8.4           Severability.
Whenever possible, each provision of this Release will be interpreted in such
manner as to be effective and valid under applicable law. However, if any
provision of this Release is held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect
any other provision, and this Release will be reformed, construed and enforced
as though the invalid, illegal or unenforceable provision had never been herein
contained.


 


8.5           Entire Agreement:
Amendments. Except as otherwise provided herein, this Release contains the
entire agreement and understanding of the parties hereto relating to the
subject matter hereof, and merges and supersedes all prior and contemporaneous
discussions, agreements and understandings of every nature relating to the
subject matter hereof This Release may not be changed or modified, except by an
agreement in writing signed by each of the parties hereto.


 


8.6           Governing Law.
This Release shall be governed by, and enforced in accordance with, the laws of
the State of Utah, without regard to the application of the principles of conflicts
of laws.


 


8.7           Counterparts and
Facsimiles. This Release may be executed, including execution by facsimile
signature, in multiple counterparts, each of which shall be deemed an original,
and all of which together shall be deemed to be one and the same instrument.


 


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  Employee:

  	
   

  	
  Employer:

  
	
   

  	
   

  	
   

  	
   

  
	
  BRYANT J. YATES

  	
   

  	
  NATURE’S SUNSHINE PRODUCTS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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