Exhibit 10.61 NSE 2003 Form 10-K Contingent Stock Award Agreement







Contingent Stock Award
Agreement 



THIS AGREEMENT is entered into
effective as of January 17, 2003 by and between Nu Skin Enterprises, Inc., a Delaware
corporation, and M. Truman Hunt ("Employee"). 



     1.        
          Definitions. All capitalized terms in this Agreement shall have the meaning
          assigned to them in this Agreement. 



            1.1
      Agreement shall mean this
Contingent Stock Award Agreement. 



            1.2
            Award Shares shall have the
meaning assigned to such term in Section 2.1. 



            1.3
            Code shall mean the
Internal Revenue Code of 1986, as amended. 



            1.4
           Committee shall mean the
committee of the Board of Directors that administers the Plan. 



            1.5
            Common Stock shall mean the
Class A Common Stock of Nu Skin Enterprises, Inc. 



            1.6
           Contingent Stock Award
shall mean the contingent stock award represented by this Agreement. 



            1.7
            Corporation shall mean Nu
Skin Enterprises, Inc. and each of its Subsidiaries (as defined in the Plan). 



            1.8
          Employee shall mean the
employee identified in the first paragraph of this Agreement. 



            1.9
          Forfeiture Event shall have
the meaning set forth in Section 6. 



            1.10
      
Key Employee Covenants shall mean the Key Employment Covenants entered into by Employee in
the form attached hereto as Exhibit A, as they may be amended from time to time by mutual
written agreement. 



            1.11
         Plan shall mean the
Corporation's Second Amended and Restated 1996 Stock Incentive Plan. 



            1.12
           Vesting Period shall have
the meaning set forth in Section 2.1. 



     2.    
          Grant of Contingent Stock Award. 




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        2.1    
Grant of Stock Award. The Corporation hereby grants to Employee the right to receive
250,000 shares of Common Stock (the “Award Shares”). The Award Shares shall vest
on the following dates (the “Vesting Dates”) and in the following amounts
provided that Employee remains in the continuous employment of the Corporation during the
period commencing on the date of this Agreement and ending on each of the respective
Vesting Dates (the “Vesting Period”) except as otherwise provided in Section 5: 




	Date
	Number of Award Shares

	January 1, 2004	 	62,500	 
	January 1, 2005	 	62,500	 
	January 1, 2006	 	62,500	 
	January 1, 2007	 	62,500	 





In the event of a change in voting
control of the Company, all outstanding Award Shares shall be considered vested
immediately prior to the announcement of any such transaction. The foregoing shall be in
addition to any rights set forth in the Plan 



        2.2    
Delivery of Certificates. Within a reasonable time following each Vesting Date, the
Corporation shall issue and deliver a certificate or certificates for the Award Shares
that vested on such Vesting Date in the name of Employee if Employee has remained in the
continuous employment of the Corporation during the Vesting Period with respect to such
Award Shares or if Employee or Employee’s personal representative is otherwise
entitled to Award Shares pursuant to Sections 5.2 (in which event a certificate for the
number of Award Shares required to be issued pursuant to Section 5.2 shall be issued). 



        2.3    
Stockholder Rights. Until such time as a certificate for the Award Shares is actually
issued following the Vesting Date, the Award Shares shall not be treated as issued and
outstanding and Employee shall have no rights (including voting, dividend and liquidation
rights) with respect to the Award Shares or as a stockholder. 




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     3.        
          Securities Law Compliance. Employee represents that Employee is familiar with
          the Company’s filings with the SEC and has received a copy of the
          prospectus. Employee hereby acknowledges that Employee is aware of the risks
          associated with the Award Shares and that there can be no assurance the price of
          the Common Stock will not decrease in the future. Employee hereby acknowledges
          no representations or statements have been made to Employee concerning the value
          or potential value of the Common Stock. Employee acknowledges that Employee has
          relied only on information contained in the Prospectus and has received no
          representations, written or oral, from the Corporation or its employees,
          attorneys or agents, other than those contained in the Prospectus or this
          Agreement. Employee acknowledges that the Company has made no representations
          concerning the tax and other effects of this Contingent Stock Award and Employee
          represents that Employee has consulted with Employee’s own tax and other
          advisors concerning the tax and other effects of the Contingent Stock Award. 



     4.        
          Transfer Restrictions. Employee shall not transfer, sell, assign, encumber,
          pledge, grant a security interest in or otherwise dispose of this Contingent
          Stock Award, any rights under this Agreement, or any of the Award Shares that
          are subject to this Contingent Stock Award. Any such transfer, sale, assignment,
          encumbrance, pledge, security interest or disposition shall be void and shall
          result in the automatic termination of this Contingent Stock Award and this
          Agreement. The restrictions on the Award Shares set forth in this Section 4
          shall terminate upon receipt of a certificate for such shares following the
          vesting of such shares in accordance with the vesting schedule set forth in
          Section 2.1. 



     5.        
          Termination of Employment. 



        5.1    
Termination of Employment. In the event the employment of Employee is terminated for any
reason other than the death or long-term disability of Employee prior to the full vesting
of the Contingent Stock Award, the Contingent Stock Award granted hereunder shall
immediately terminate in full with respect to any Award Shares which have not vested and
Employee shall not receive any of such Award Shares. 



        5.2    
Death and Disability. Subject to Section 6 below, in the event the employment of Employee
is terminated as a result of death or long-term disability prior to the full vesting of
the Contingent Stock Award, then a portion of the Award Shares that would otherwise become
vested on the next Vesting Dated shall be treated as vested and shall be issued following
the next Vesting Date to Employee or his/her legal representative. The number of Award
Shares to be treated as vested shall be equal to the product of (A) the total number of
Award Shares scheduled to vest on the next Vesting Date multiplied by (B) a fraction, the
numerator of which is the number of days that have elapsed from the date of the previous
Vesting Date through the date of death or disability, and the denominator of which is 365,
rounded down to the nearest whole share. Certificates for any Award Shares treated as
vested shall be issued following the next Vesting Date in accordance with Section 2.2. All
rights to the remaining Award Shares that are not treated as vested shall terminate in
full upon the date of death or long-term disability, and neither Employee nor
Employee’s legal representative shall have any rights with respect to such shares.
For purposes of Section 5.2 and Section 5.1, the term “long-term disability”
means any  



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 long-term disability that qualifies Employee to receive long-term disability
payments from the Corporation’s governing long-term disability plan. 




     6.        
          Forfeiture. If at anytime during Employee’s employment or at any time
          during the 12 month period following termination of Employee’s employment,
          a Forfeiture Event occurs, then Employee shall return to the Corporation for
          cancellation all Award Shares held by Employee plus pay the Corporation the
          amount of any proceeds received from (i) the sale of any Award Shares during the
          12 month period immediately preceding the Forfeiture Event, and (ii) the sale of
          any Award Shares on the date of or at anytime after such Forfeiture Event.
          “Forfeiture Event” means the following: (i) conduct related to
          Employee’s employment for which either criminal or civil penalties may be
          sought, (ii) the commission of an act of fraud or intentional misrepresentation,
          (iii) embezzlement or misappropriation or conversion of assets or opportunities
          of the Corporation, (iv) any breach of the non-competition or non-solicitation
          provisions of the Key Employee Covenants, (v) disclosing or misusing any
          confidential or proprietary information of the Corporation in violation of the
          Key Employee Covenants, or any other non-disclosure agreement with the
          Corporation or other duty of confidentiality or the Corporation’s insider
          trading policy, or (vi) any other material breach of the Key Employee Covenants.
          The Committee, in its sole discretion, may waive at any time in writing this
          forfeiture provision and release Employee from liability hereunder. 



     7.        
          Governing Plan Document. This Agreement incorporates by reference all of the
          terms and conditions of the Plan as presently existing and as hereafter amended.
          Employee expressly acknowledges and agrees that the terms and provisions of this
          Agreement are subject in all respects to the provisions of the Plan. Employee
          also hereby expressly acknowledges, agrees and represents as follows: 



                 (a)    
          Acknowledges receipt of a copy of the Plan and represents that Employee is
          familiar with the provisions of the Plan, and that Employee enters into this
          Agreement subject to all of the provisions of the Plan. 



                 (b)    
          Recognizes that the Committee has been granted complete authority to administer
          the Plan in its sole discretion, and agrees to accept all decisions related to
          the Plan and all interpretations of the Plan made by the Committee as final and
          conclusive upon Employee and upon all persons at any time claiming any interest
          through Employee in this Contingent Stock Award or any Award Shares granted
          hereunder. 



                 (c)    
          Acknowledges and understands that the establishment of the Plan and the
          existence of this Agreement are not sufficient, in and of themselves, to exempt
          Employee from the requirements of Section 16(b) of the Exchange Act and any
          rules or regulations promulgated thereunder, and that Employee (to the extent
          Section 16(b) applies to Employee) shall not be exempt from such requirements
          pursuant to Rule 16b-3 unless and until Employee shall comply with all
          applicable requirements of Rule 16b-3, including without limitation, the
          possible requirement that Employee must not sell or otherwise dispose of any
          share of Common Stock acquired hereby unless and until a period of at least six
          months shall have elapsed between the date upon which such Contingent Stock
          Award was granted to Employee and the date upon which Employee desires to sell
          or otherwise dispose of any share of Common Stock acquired






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      under this award. 






     8.        
          Representations And Warranties. As a condition to the receipt of any Award
          Shares upon vesting, the Corporation may require Employee to make any
          representations and warranties to the Corporation that legal counsel to the
          Corporation may determine to be required or advisable under any applicable law
          or regulation, including without limitation, representations and warranties that
          the shares of Common Stock are being acquired only for investment and without
          any present intention or view to sell or distribute any such shares. 



     9.        
          Compliance With Law And Regulations. The obligations of the Corporation
          hereunder are subject to all applicable federal and state laws and to the rules,
          regulations and other requirements of the Securities and Exchange Commission,
          any stock exchange upon which the Common Stock is then listed and any other
          government or regulatory agency. 



     10.        
          Taxes. Employee authorizes the Corporation to withhold, in accordance with
          applicable laws and regulations, from any compensation or other payment payable
          to Employee, all federal, state and other taxes attributable to taxable income
          realized by Employee as a result of the grant of this Contingent Stock Award or
          the vesting of any Award Shares. As a condition to the issuance of any Award
          Shares upon vesting, Employee shall remit to the Corporation the amount of cash
          necessary to pay any withholding taxes associated therewith or make other
          arrangements acceptable to the Corporation, in the Corporation’s sole
          discretion, for the payment of any withholding taxes. 



     11.        
          General Provisions. 



        11.1    
     Assignment. Employee may
not assign any of his/her rights under this Agreement. 



        11.2    
No Employment or Service Contract. Nothing in this Agreement or in the Plan shall confer
upon Employee any right to continue in the employment or service of the Corporation for
any period of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation, which rights are hereby expressly reserved, to terminate
Employee’s employment or service at any time for any reason, with or without cause
except as may otherwise be provided pursuant to a separate written employment agreement. 



        11.3    
Notices. Any notice required to be given under this Agreement shall be in writing and
shall be deemed effective upon personal delivery or upon deposit in the U.S. mail,
registered or certified, postage prepaid and properly addressed to the party entitled to
such notice at the address indicated below such party’s signature line on this
Agreement or at such other address as such party may designate by ten (10) days advance
written notice under this section to all other parties to this Agreement. 



        11.4    
No Waiver. The failure of the Corporation in any instance to exercise any rights under
this Agreement, including the forfeiture rights under Section 6, shall not constitute a
waiver of any other rights that may subsequently arise under the provisions of this
Agreement or any other agreement between the Corporation and Employee. No waiver of any
breach or 




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condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature. 



     12.        
          Miscellaneous Provisions. 



        12.1    
Employee Undertaking. Employee hereby agrees to take whatever additional action and
execute whatever additional documents the Corporation may deem necessary or advisable in
order to carry out or effect one or more of the obligations or restrictions imposed on
either Employee or the Award Shares pursuant to the provisions of this Agreement. 



        12.2    
Agreement is Entire Contract. This Agreement constitutes the entire contract between the
parties hereto with regard to the subject matter hereof. This Agreement is made pursuant
to the provisions of the Plan and shall in all respects be construed in conformity with
the terms of the Plan. 



        12.3    
Governing Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Utah without resort to that State’s conflict-of-laws rules. In
the event of any legal proceeding involving this Agreement, the prevailing party shall be
entitled to recover its legal fees and expenses (including reasonable attorneys’
fees). 



        12.4    
Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument. 



        12.5    
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and upon Employee,
Employee’s permitted assigns and the legal representatives, heirs and legatees of
Employee’s estate, whether or not any such person shall have become a party to this
Agreement and have agreed in writing to join herein and be bound by the terms hereof.
Employee may not assign this Agreement other than by the laws of decent and distribution. 






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        IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above. 



Nu
Skin Enterprises, Inc. 



/s/  D. Matthew Dorny

By:    D. Matthew Dorny

Title:    Vice President





Employee



/s/  M. Truman Hunt

Name:    M. Truman Hunt