Exhibit 10.60 NSE 2003 Form 10-K Executive Incentive PLan






Nu Skin Enterprises,
Inc.
Amended and Restated 
Executive Incentive
Plan 



I.         Purpose 



	  	
This Amended and Restated Executive Incentive Plan (the “Plan”) is
adopted by Nu Skin Enterprises (the “Company”) to reward its executives through
the payment of cash incentive awards (the “Incentive Awards”) for
outstanding performance related to the accomplishment of strategic objectives and
individual goals. 






II.         Objectives 



	  	
The
objectives of the Plan are to: i) attract, motivate, and retain an executive by
emphasizing pay for performance incentives that provide the opportunity to earn total
compensation competitive with the current market; ii) reward an executive for the
achievement of the Company’s strategic business objectives and goals; iii) promote
teamwork within and across divisions, regions, countries and departments; iv) enhance
operational efficiency; v) generate new revenue while maintaining the current revenue
base; vi) increase operating profit; and vii) motivate the achievement of individual
goals. 






III.         Administration 



	  	
The
Plan shall be administered under the direction of the Compensation Committee. The Plan and
all changes to the Plan are subject to the approval of the Compensation Committee of the
Board of Directors of the Company. 






IV.         Terms of Plan 



      A.    
Eligibility 



          	  	(1)	
               Participants. Executives who are to participate in the Plan shall be
               recommended by the CEO and approved by the Compensation Committee. Attached as
               Schedule I to this Plan is a schedule of the initial participants in the Plan
               (the “Participants”). Schedule I shall be amended from time to
               time to reflect the addition or deletion of Participants. 



               



          	  	(2)	
               Participant Eligibility. To be eligible to receive an Incentive Award
               under this Plan, a Participant must, unless otherwise approved by the
               Compensation Committee: 



               



	a.     	       
   be
employed at the time of the payment of Incentive Award;  






     	b.     	
           be actively employed (not on a leave-of-absence) by the Company or its
          affiliates for a minimum of six weeks during the applicable Incentive Period. In
          the event a Participant is not actively employed during the entire Incentive
          Period, the Incentive Award for such Incentive Period will be prorated based on
          the number of days the executive was actively employed during the Incentive
          Period divided by the total number of days in the Incentive Period. 


          






      B.    
Effective Date 



	  	
The
effective date of the Plan is January 1, 2004. The Plan shall remain in effect until
terminated by the Compensation Committee. This Plan supercedes the Executive Incentive
Plan adopted July 1, 2001, and all subsequent amendments thereto. 






      C.    
Modifications 



	  	
The
Plan can be terminated or modified by the Compensation Committee at any time. The Company
shall provide written notification of any such termination or modification to all
Participants. 






      D.    
Incentive Periods 



          	 	(1)	
               Semi-Annual Incentive Periods. The Plan shall have two six-month
               incentive periods (the “Semi-Annual  Incentive Periods”)
               each year commencing on January 1st and July 1st, respectively. 



               



          	 	(2)	
                Quarterly Incentive Periods. In addition, the Plan shall have four
               quarterly incentive periods (the “Quarterly Incentive Periods”)
               commencing on the first day of each of the Company’s fiscal quarters. The
               Semi Annual Incentive Periods and the Quarterly Incentive Periods are
               collectively referred to as the “Incentive Periods,” and
               individually as an “Incentive Period.” 



               



      E.    
Incentive Targets 



          	 	(1)	
               Critical Success Factors. Operating profit and revenue shall be the
               critical success factors used to determine whether an Incentive Award shall be
               paid for an Incentive Period and the amount of any such Incentive Awards to be
               paid to a Participant under the Plan. 



               



          	 	(2)	
               Establishment of Incentive Targets. An operating profit target (the
               “OP Target”) and a revenue target (the “Rev
               Target”) shall be established for each Incentive Period. The targets
               established under this Plan for purposes of determining the achievement of
               Incentive Awards are referred to in this Plan as the “Targets.”
               Targets shall be established for the Company on a consolidated basis. In
               addition, the Compensation Committee may approve the adoption of Targets for
               specified Participants based on revenue or operating profit for any region or
               division. In the event Targets are established for a region, they shall be
               determined by taking the sum of the Targets for each of the countries in such
               region except as otherwise provided by this Plan. The Compensation Committee
               must approve all Targets for each Incentive Period. 



               



          	 	(3)	
               New Markets. Typically, a newly opened market will be treated outside
               this Plan in determining regional or country specific targets and results due to
               the uncertainty and volatility associated with the new market. Incentives for
               new markets will be determined by the CEO and the CFO and approved by the
               Compensation Committee, including the appropriate time for the new market to be
               included in the regional or country calculation for the Plan. 



               



          	 	(4)	
               Calculation of Revenue and Operating Profit. For purposes of determining
               the achievement and amount of the Incentive Awards under this Plan, actual
               revenue and operating profit shall be the actual consolidated revenue and
               operating profit during the Incentive Period determined in accordance with GAAP,
               subject to the following exceptions: In translating local currency amounts to US
               dollars, the exchange rates used to establish the Targets shall be used in place
               of the weighted average exchange rates required by GAAP in order to eliminate
               the effect of foreign currency fluctuations. In the event Targets for a region
               are established, actual revenue and operating profit shall be determined by
               taking the sum of the revenue and operating profit for each of the countries in
               such region determined in accordance with GAAP with the same exception as set
               forth above to eliminate the impact of foreign currency fluctuations. The
               definition of operating profit may vary from region to region and will be
               defined by the CEO and the CFO. Subject to the approval of the Compensation
               Committee, adjustments can be made at any time to the method for calculating
               operating profit for purposes of this Plan by the CEO and CFO, to eliminate
               one-time charges, adjust for changes in transfer pricing, adjust for unjustified
               differences between operating expenditures and budgeted expenditures, and to
               adjust for any other factors that the CEO and CFO determine to be relevant. 



               







      F.    
Incentive Award Thresholds 



          	 	(1)	
                Operating Profit Threshold. In the event that the actual operating
               profit for the Company is less than 90% of the OP Target for the applicable
               Incentive Period, no Incentive Award shall be paid to any Participant for such
               Incentive Period; provided, however, if a Participant has a regional OP Target,
               the portion of the Incentive Award for based on regional Targets may still be
               paid to such Participant if actual operating profit for such region is equal to
               or greater than 90% of the OP Target for such region. 



               



          	 	(2)	
               Other Thresholds. In the event actual performance is less than 90% of a
               specified Target for a Participant in any given Incentive Period, the portion of
               the Incentive Award tied to such Target shall not be paid for such Incentive
               Period, but this shall not affect the payment of the portion of the Incentive
               Award tied to other Targets in which performance is equal to or greater than 90%
               of the applicable Target except as provide in Paragraph (1) above; provided,
               however, that Participants who have regional OP Targets shall not be paid any
               portion of the Incentive Award based on regional Targets if the operating profit
               for the region is less than 90% of the applicable OP Target for the region. 



               



          	 	(3)	
               Performance Rating Threshold. A Participant must also be performing at a
               “competent” performance level as determined in accordance with the
               Company’s annual and semi-annual performance evaluations. 



               






      G.    
Incentive Awards 



          	 	(1)	
               Incentive Awards. In the event the relevant operating profit threshold
               has been satisfied, the total Incentive Award for a Participant for any
               Incentive Period shall be determined by multiplying the Participant’s Base
               Salary, as in effect on the date the final Incentive Award is calculated, by the
               sum of all of the Adjusted Bonus Percentages applicable for such Incentive
               Period with respect to the Targets where the required performance thresholds
               have been met. 



               



          	 	(2)	
                Bonus Percentages. Each Participant shall be assigned a specific Bonus
               Percentage for each Target for each Incentive Period. A schedule of the Targets
               and Bonus Factors shall be delivered to each Participant. Assigned Bonus
               Percentages shall be adjusted (the “Adjusted Bonus
               Percentages”) as set forth in Paragraphs (3) and (4) below for each
               Incentive Period based on actual performance in such Incentive Period. 



               



          	 	(3) 	
                Downward Adjustment of Bonus Percentages. In the event that actual
               performance is less than the specified Target, the Bonus Percentage for such
               Target for such Incentive Period shall be adjusted downward linearly in
               accordance with the following formula: 



               



Initial Bonus Percentage * [1.0 -(5*
(Actual Performance/Target))] 



	  	
The
formula results in 50% of the portion of the incentive award being paid to the executive
at the threshold level (90% of Target), with the Incentive Award increasing linearly from
the threshold level up to 100% of the Target, at which point 100% of that portion of the
incentive award being achieved and paid. 









          	 	(4)	
               Upward Adjustment of Bonus Percentages. In the event that actual
               performance is greater than the specified Target, the Bonus Percentage for such
               Target for such Incentive Period shall be increased by in accordance with the
               following formula: 



               



Bonus Percentage * [1+ (Bonus
Multiplier *({Actual Performance-Target}/Target))] 



	  	
The
Bonus Multiplier(s) shall be established for each Participant. A different Bonus
Multiplier may be adopted for higher performance. If two or more Bonus Multipliers are
established for a Participant, then the Bonus Percentage shall be adjusted by applying
each Bonus Multiplier to that portion of the percentage increase applicable to such Base
Multiplier. For example, in the event the Bonus Multiplier is 5 for performance from 0 to
5% above target, and 10 for performance greater than 5% above target, and actual
performance is 9% above target, then the Bonus Percentage would be multiplied by 1.65 (1
plus the sum of (.05* 5) plus (.04 *10). In the absence of a designation of a Bonus
Multiplier for a Participant, the Bonus Multiplier shall be 5, which is equal to the
factor used to adjust the Bonus Percentage downward if a Target is not achieved. 






          	  	(5)	
               Reduction of Incentive Award. In addition to the Targets, individual
               performance goals for each Participant shall also be established for each
               semi-annual incentive period. The goals for each Participant shall be
               established by his or her supervisor. The goals are intended to focus on
               aligning the Participant’s activities with the strategic objectives and
               priorities of the Company, the region, the country and/or the division. Some
               individual goals may stretch for periods longer than the period under review.
               Performance levels for individual goals shall be determined based on evaluation
               by the supervisor of the Participant as approved by the CEO. In the event a
               Participant fails to meet any of his or her performance goals, the Incentive
               Awards otherwise payable under this Plan for such Incentive Period shall be
               reduced by 25%. 



               



          	  	(6)	
              Nu Skin
shall pay any Incentive awards within such time frames as established           and
approved by the Compensation Committee, which shall generally be within 60           days
of the close of each quarter. Incentive Awards shall be paid net of           applicable
State and/or Federal tax withholdings.  



               




      H.    
Targeted Bonus Levels 



	  	
The
Plan is intended to provide Participant’s with annual aggregate bonuses equal to a
set percentage of base salary if actual performance is equal to targeted performance. This
aggregate Bonus Percentages assigned to a Participant is based upon the Participant’s
scope of job responsibility and the position’s ability to impact the Company’s
overall financial performance. The following are guidelines for the aggregate annual Bonus
Percentages, prior to the upward and downward adjustments required by the Plan based on
performance, for each executive group: 











		
	60% of salary
 
 	 	Chairman, CEO, CFO, Senior Vice Presidents, Members of the Executive Committee	 
	50% of salary
 
 
	 	CAO, CIO, CLO, Division Presidents, Regional Vice Presidents, US General Manager	 
	30% - 40% of salary
 
 
	 	Country Vice Presidents, Division Vice Presidents, Other Vice Presidents	 










Nu Skin Enterprises,
Inc.
Amended and Restated 

Executive Incentive
Plan 



Schedule I
List of
Participants 



Blake
Roney – Chairman

Brooke Roney – Sr. Vice President

Sandie Tillotson
– Sr. Vice President

Truman Hunt – CEO and President

Ritch
Wood – CFO

Corey
Lindley – Regional Vice President and President, Greater China

 Robert Conlee –
Regional Vice President, North Asia 

Joe Chang – President, Pharmanex Division 

Lori
Bush – President, Nu Skin Division 

Larry Macfarlane – President, Big Planet
Division 

Mark Wolfert – Regional Vice President, Americas and Europe

 Mike Smith
– Regional Vice President, Southeast Asia and Pacific

 Mark Adams – CAO

 Matt
Dorny – General Counsel 

Richard King – CIO 

Scott Schwerdt – General
Manager, United States

 Gary Garrett – Vice President, Administration

 Brad Morris
– Vice President, Distribution

 Sid Henderson – Vice President, Materials
Management 

Claire Averett – Vice President, Human Resources

 Jodi Durrant – Vice
President, Events and Recognition

 Charlie Allen – Vice President, Communications 

Rob
Young – Vice President, Pharmanex Marketing 

Jack Peterson – Vice President,
Pharmanex

 Carsten Schmidt – Vice President, Pharmanex Development

 Bart Mangum –
Vice President, Nu Skin Operations

 Joe Ford – Vice President, Americas and Europe


Elizabeth Thibadeau – Vice President, Nu Skin Marketing

 Luis Cerqueria – Vice
President, Pharmanex Operations 

John Fralick – Vice President, IT Development

 Jim
Frary – Vice President , IT Operations and Infrastructure 

Brent Ririe – Vice
President, IT Legacy Systems 

Brian Lords – Vice President, Treasurer 

Chris Nielson
– Vice President, Controller 

Dane Van Pelt – Vice President, Tax 

Keith Howe
– Vice President, Internal Audit 

Brett Nelson – Vice President, US market 

Dan
Chard – Vice President, Big Planet

 Alex Treharne – Vice President, North Asia

Rich Hartvigsen – Vice President, Regulatory Affairs 
Owen Messick – Vice
President, Greater China, Finance