**Exhibit 10.14**

 

**EMPLOYMENTAGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (the **“Agreement”),**is made on this 21stday of December, 2007, by and between Nature’s Sunshine Products, Inc.,a Utah Corporation, having its principal place of business in Provo, Utah (“theCompany” or “NSP”) and **Jamon A. Jarvis**(“Executive”).

 

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

 

1.             Employment.

 

1.1           Positionsand Duties. Executive will serve as the **VicePresident — General Counsel & Chief Compliance Officer** ofthe Company, reporting directly to the Chief Executive Officer (“CEO”) of theCompany.  In addition, without additionalcompensation, if requested by the Company, Executive will serve in otherofficer positions of the Company and its subsidiaries. Executive shall devotehis best efforts and substantially all of his business time and services to theCompany to perform such duties as may be customarily incident to such position ofan enterprise of the size and nature of the Company and as may reasonably beassigned from time to time by the CEO of the Company or the Company, as thecase may be.  Executive will render hisservices hereunder to the Company, shall use his best efforts, judgment andenergy in the performance of the duties assigned to him, and shall abide by theCompany’s Code of Conduct and any other applicable Company policies, and shallcomply with any and all applicable laws, including but not limited to insidertrading/reporting requirements and the policies and procedures as may be setforth in the employee handbook, manuals and other materials provided by theCompany.

 

1.2           Placeof Performance. Executive shall perform his services hereunder at theCompany’s executive offices in Provo, Utah; *provided,however,*that Executive will be required to travel from time to timeas reasonably required for business purposes.

 

2.             Compensation and Benefits.

 

2.1           BaseSalary. Executive shall receive an annual salary of **$175,360.00**paid in accordance with the Company’s payroll practices, as in effect from timeto time. Base salary shall be subject to review on at least an annual basis bythe CEO. Executive understands that no further compensation will be given forhis/her name being used as on officer or shareholder on any corporation,subsidiary or branch.

 

2.2           DiscretionaryBonus.** **Executiveshall also be eligible to participate in the executive bonus program or anysuccessor program (the “EBP”).  Paymentof any bonus under the EBP is in NSP’s sole discretion and such payments willbe made in accordance with section 409A.

 

2.3           Employee Benefits.  Executive will be eligible to participate inretirement/savings, health insurance, term life insurance, long term disabilityinsurance and other employee benefit plans, policies or arrangements maintainedby the Company for its employees 

 

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generally and, at thediscretion of the Board, in incentive plans, stock option plans and change incontrol 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 Offer Letter toExecutive, dated February 15, 2007.

 

2.4           StockOptions**. **TheCompany may from time to time grant to Executive options (the “Options”) topurchase shares of NSP common stock pursuant to the price, terms and conditionsset forth in the then applicable Stock Option Plan, as amended from time totime, 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 andagainst 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 tobe broadly interpreted and to provide for indemnification to the full extentpermitted by law.  The Company willmaintain directors’ and officers’ liability insurance in amounts and on termsreasonable and customary for similarly situated companies.

 

4.             Expenses.  In accordance with the Company’s normalpolicies for expense reimbursement, the Company shall reimburse Executive forall reasonable travel, entertainment and other expenses incurred or paid byExecutive in connection with, or related to, the performance of Executive’sduties, responsibilities or services under this Agreement, upon presentation ofdocumentation, including expense statements, vouchers and/or such othersupporting information as the Company may request.

 

5.             Termination.  Upon cessation of his employment with theCompany, Executive will be entitled only to such compensation and benefits asdescribed in this Section 5.

 

5.1           Termination without Cause.  If Executive’s employment by the Company isterminated by the Company without Cause (as defined below), Executive will beentitled to:

 

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

 

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

 

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

 

5.2           Release.  Notwithstanding any provision of thisAgreement, the payments and benefits described above are conditioned onExecutive’s execution and delivery to the Company of a release substantiallyidentical to that attached hereto as Exhibit A in a manner consistent withthe requirements of the Older Workers Benefit Protection Act, if applicable,and 

 

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any applicablestate law (the “Release”).  The severancebenefits described in Section 5.1.2 will be paid after the Release becomesirrevocable.

 

5.3           Termination for Cause.  If Executive’s employment with the Company isterminated by the Company for Cause then the Company’s obligation to Executivewill be limited solely to the payment of accrued and unpaid base salary throughthe date of such termination.  Toterminate Executive’s employment for Cause, the CEO, in consultation with theBoard of Directors, must determine in good faith that Cause has occurred.

 

5.3.1.       “Cause” means:

 

a)             continuingperformance by Executive deemed unsatisfactory to NSP acting reasonably and ingood faith or conduct by Executive deemed unacceptable by NSP acting reasonablyand in good faith;

 

b)            conviction of, or theentry of a plea of guilty or no contest to, a felony or any crime that maymaterially adversely affect the business, standing or reputation of theCompany;

 

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

 

d)            material breach ofthis Agreement;

 

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

 

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

 

5.5**          **Terminationupon Death or Incapacity of Executive. Executive’s employment with theCompany shall terminate upon the death or incapacity of Executive.  In the event of termination of Executive’semployment by reason of Executive’s death or incapacity, the provisionsgoverning termination without cause, above, shall apply. “Incapacity” shallmean that Executive is, for a period of 90 days or more, unable to performExecutive’s duties effectively, for reasons such as emotional, mental orphysical illness, deficiency, or disability.

 

5.6.  ForeignEntities**.**Without regard to thecircumstances of Executive’s termination from employment, Executive hereby alsocovenants that upon termination, if she/he is listed as an officer, director,partner, secretary or shareholder on any corporation, subsidiary or branch onbehalf of Nature’s Sunshine Products, Inc. or any related entity, he/shewill sign over any and all rights to stock and/or resign as an officer ordirector prior to departure from the Company as required by the law applicableto the entity or by that entity’s procedural requirements.

 

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

 

6.1           Covenant Not To Compete.  Executive covenants that, during hisemployment by the Company and for a period of twelve (12) months followingimmediately thereafter, (the **“RestrictedPeriod”),**Executive will not do any of the following, directly orindirectly:

 

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

 

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 aCompeting Business. Notwithstanding the foregoing, Executive may hold up to 2%of the outstanding securities of any class of any publicly-traded securities ofany 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 toterminate his or her employment with the Company or modify any written or oralagreement, relationship, arrangement or course of dealing the Company; or

 

6.1.4.       solicit for employment or employ or retain (orarrange to have any other person or entity employ or retain) any person who hasbeen employed or retained by any member of the Company within the preceding twelve(12) months. For this purpose, advertisements for employment placed innewspapers 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 totwelve (12) additional months by delivering written notice of such extension toExecutive at least thirty (30) days prior to the end of that twelve (12) monthperiod and by making monthly payments to Executive for the number of monthsequal to the length of the extension specified by the Company in its notice tothe Executive.  The amount of each suchadditional monthly payment will be equal to one-twelfth of the base salary ineffect at the time of Executive’s termination of employment.

 

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6.2           Confidentiality.  Executive recognizes and acknowledges thatthe Proprietary Information (as defined below) is a valuable, special andunique 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 anythird-party or use for his/her own benefit, or for any purpose other than theexclusive benefit of the Company, any Proprietary Information.  Notwithstanding the foregoing, if Executiveis compelled to disclose Proprietary Information by court order or other legalprocess, to the extent permitted by applicable law, he shall promptly so notifythe Company so that it may seek a protective order or other assurance thatconfidential treatment of such Proprietary Information shall be afforded, andExecutive shall reasonably cooperate with the Company in connection therewith.  If Executive is so obligated by court orderor other legal process to disclose Proprietary Information, Executive willdisclose only the minimum amount of such Proprietary Information as isnecessary 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 toProprietary Information will be and remain the sole and exclusive property ofthe Company.  Executive will not removefrom the Company’s offices or premises any documents, records, notebooks,files, correspondence, reports, memoranda or similar materials of or containingProprietary Information, or other materials or property of any kind belongingto the Company unless necessary or appropriate in the performance of his dutiesto the Company.  If Executive removessuch materials or property in the performance of his duties, he will returnsuch materials or property promptly after the removal has served its purpose.  Executive will not make, retain, removeand/or distribute any copies of any such materials or property, or divulge toany 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 theCompany.  Upon termination of Executive’semployment with the Company, s/he will leave with the Company or promptlyreturn to the Company all originals and copies of such materials or propertythen in his/her possession.

 

6.3.1.1.**  “**ProprietaryInformation”****meansany and all proprietary information developed or acquired by the Company thathas not been specifically authorized to be disclosed.  Such Proprietary Information shall include,but shall not be limited to, the following items and information relating tothe following items: (a) all trade secrets (including research anddevelopment, know-how, formulas, compositions, manufacturing and productionprocesses and techniques, methodologies, technical data, designs, drawings andspecifications) as well as all inventions (whether patentable or unpatentableand whether or not reduced to practice) and all improvements thereto, (b) computercodes 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 networkinformation, the identities of actual and prospective distributors anddistribution methods, (f) marketing data, methods, plans and efforts, (g) theidentities of actual and prospective suppliers, (h) the terms of contractsand agreements with, the needs and requirements of and the Company’s course ofdealing with, actual or prospective suppliers, (i) personnel information, (j) customerand vendor credit information, and (k) information received from thirdparties subject to obligations of non-disclosure

 

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

 

6.3.2.       Intellectual Property.  Executive agrees that all the IntellectualProperty (as defined below) will be considered “works made for hire” as thatterm is defined in Section 101 of the Copyright Act (17 U.S.C. § 101) and that all right, title andinterest in such Intellectual Property will be the sole and exclusive propertyof the Company.  To the extent that anyof the Intellectual Property may not by law be considered a work made for hire,or to the extent that, notwithstanding the foregoing, Executive retains anyinterest in the Intellectual Property, Executive hereby irrevocably assigns andtransfers to the Company any and all right, title, or interest that Executivemay now or in the future have in the Intellectual Property under patent,copyright, trade secret, trademark or other law, in perpetuity or for thelongest period otherwise permitted by law, without the necessity of further consideration.  The Company will be entitled to obtain andhold in its own name all copyrights, patents, trade secrets, trademarks andother similar registrations with respect to such Intellectual Property.  Executive further agrees to execute any andall documents and provide any further cooperation or assistance reasonablyrequired by the Company to perfect, maintain or otherwise protect its rights inthe Intellectual Property, at no cost to Executive.  If the Company is unable after reasonableefforts to secure Executive’s signature, cooperation or assistance inaccordance with the preceding sentence, whether because of Executive’sincapacity or any other reason whatsoever, Executive hereby designates andappoints the Company or its designee as Executive’s agent and attorney-in-factto act on his behalf solely for the purpose of executing and filing documentsand 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 aninterest and is therefore irrevocable.

 

6.3.2.1. **“**Intellectual Property”****means(a) all inventions (whether patentable or unpatentable and whether or notreduced to practice), all improvements thereto, and all patents and patentapplications claiming such inventions, (b) all trademarks, service marks,trade dress, logos, trade names, fictitious names, brand names, brand marks andcorporate names, together with all translations, adaptations, derivations, andcombinations thereof and including all goodwill associated therewith, and allapplications, registrations, and renewals in connection therewith, (c) allcopyrightable works, all copyrights, and all applications, registrations, andrenewals 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, technicaldata, designs, drawings and specifications), (I) all computer software(including data, source and object codes and related documentation), (g) allother proprietary rights or (h) all copies and tangible embodimentsthereof (in whatever form or medium) which, in the case of any or all of theforegoing, have been or are developed or created in whole or in part byExecutive at any time and at any place while Executive is employed by theCompany and have been or are created for the purpose of performing Executive’sduties on behalf of the Company.

 

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

 

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of this Agreement and the position Executiveholds within the Company, and that the Company would not enter into thisAgreement or otherwise employ or continue to employ Executive unless Executiveagrees 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 theforegoing restrictive covenant be enforced as written, and, in any other event,enforced to the greatest extent (but to no greater extent) in time, territoryand degree of participation as permitted by applicable law. Accordingly, in theevent that any court to which a dispute over these restrictions may be referredshall find any of these restrictions overly broad or unreasonable in any way,that court must enforce the restrictions to the greatest extent deemedreasonable.

 

6.5.2        Specific Enforcement.  Executive acknowledges that any breach byhim, willfully or otherwise, of the Restrictive Covenants will cause continuingand irreparable injury to the Company for which monetary damages would not bean adequate remedy.  In the event of anysuch breach or threatened breach by Executive of any of the RestrictiveCovenants, the Company shall be entitled to injunctive or other similarequitable relief in any court, without any requirement that a bond or othersecurity be posted, and this Agreement shall not in any way limit remedies oflaw or in equity otherwise available to the Company.

 

6.5.3.       Enforceability.  If any court holds the Restrictive Covenantsunenforceable by reason of their breadth or scope or otherwise, it is theintention of the parties hereto that such determination not bar or in any wayaffect the right of the Company to the relief provided above in the courts ofany other jurisdiction within the geographic scope of such RestrictiveCovenants.

 

6.5.4.       Disclosure ofRestrictive Covenants.  Executive agrees to disclose the existenceand terms of the Restrictive Covenants to any employer that Executive may workfor during the Restricted Period.

 

6.5.5.*      *Extension ofRestrictedPeriod.  If the Executive breaches Section 6.1in any respect, the restrictions contained in that section will be extended fora period equal to the period that the Executive was in breach.

 

7.             Miscellaneous.

 

7.1           Other Agreements.  Executive represents and warrants to theCompany that there are no restrictions, agreements or understandings whatsoeverto which Executive is a party that would prevent or make unlawful his/herexecution of this Agreement, that would be inconsistent or in conflict withthis Agreement or Executive’s obligations hereunder, or that would otherwiseprevent, limit or impair the performance of Executive’s duties under thisAgreement.

 

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

 

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same manner and to the same extent that theCompany 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 continueto employ Executive under the terms hereof.  As used in this Agreement, the “Company” shall mean the Companyand any successor to its business and/or assets, which assumes or is obligatedto perform this Agreement by contract, operation of law or otherwise.  This Agreement shall inure to the benefit ofand be enforceable by Executive and his personal or legal representatives,executors, estate, trustee, administrators, successors, heirs, distributees,devisees and legatees.  The duties ofExecutive hereunder are personal to Executive and may not be assigned byhim.  If Executive dies and any amountsbecome payable under this Agreement, the Company will pay those amounts to hisestate.

 

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

 

7.4*          *Waivers.  The waiver by either party of any righthereunder or of any breach by the other party will not be deemed a waiver ofany other right hereunder or of any other breach by the other party.  No waiver will be deemed to have occurredunless set forth in writing. No waiver will constitute a continuing waiverunless specifically stated, and any waiver will operate only as to the specificterm or condition waived.

 

7.5           Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable law.  However, if anyprovision of this Agreement is held to be invalid, illegal or unenforceable inany respect, such invalidity, illegality or unenforceability will not affectany other provision, and this Agreement will be reformed, construed andenforced as though the invalid, illegal or unenforceable provision had neverbeen herein contained.

 

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

 

7.7           Notices.  Any notice or communication required orpermitted under this Agreement shall be made in writing and shall be sufficientif 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 whendelivered if delivered personally, or, if sent by registered or certified mail,at the earlier of actual receipt or three days after mailing in United Statesmail, addressed as aforesaid with postage prepaid.

 

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

 

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Executive’s employment or engagement with, orcompensation by, the Company and any of its affiliates or subsidiaries or anyof their predecessors, including, without limitation, the ExistingAgreement.  This Agreement may not be changedor modified, except by an agreement in writing signed by each of the partieshereto.

 

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

 

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

 

7.11         Counterparts; Facsimile.  This Agreement may be executed in multiplecounterparts (including by facsimile signature), each of which will be deemedto be an original, but all of which together will constitute one and the sameinstrument.

 

7.12         Third Party Beneficiaries.  Subject to Section 7.2, thisAgreement will be binding on, inure to the benefit of and be enforceable by theparties and their respective heirs, personal representatives, successors andassigns.  This Agreement does not conferany rights, remedies, obligations or liabilities to any entity or person otherthan Executive and the Company and Executive’s and the Company’s permittedsuccessors and assigns, *although* thisAgreement will inure to the benefit of the Company.

 

*[This spaceleft blank intentionally; signature page follows]*

 

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| Employee:            |       | Employer:                                 |
|----------------------|------------|-------------------------------------------|
|                 |       |                                      |
| **JAMON A. JARVIS**  | ** ** | **NATURE’S SUNSHINE PRODUCTS, INC.** |
|                 |       |                                      |
| /s/  Jamon A. Jarvis |       | By                                        | /s/  Douglas Faggioli |
| Signature            |       |                                      |
|                 |       | Name                                      | Douglas  Faggioli |
|                 |       |                                      |
|                 |       | Title                                     | President/CEO |
|                      |            |                                           |  |  |  |

 

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**EXHIBIT A**

 

**RELEASE AGREEMENT**

 

THIS RELEASE AGREEMENT (this “**Release**”) ismade as of the day of           day of                  ,                    by and between                                      (the “**Executive**”) and Nature SunshineProducts, Inc. (the “**Company**”).

 

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

 

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

 

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

 

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

 

2.                                       Release andCovenant Not to Sue.

 

2.1                                 Executive andthe 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 eachreferred 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 ornature, direct or indirect, in law, equity or otherwise, whether known orunknown, arising through the date of this Release, including those arising outof 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 AgeDiscrimination in Employment Act, 29 U.S.C. §621 et seq., or any otherfederal, state or local statute, ordinance or regulation regardingdiscrimination in employment and any claims, demands or actions based uponalleged wrongful or retaliatory discharge or breach of contract under any stateor federal law.

 

2.2                                 Executive andthe Company expressly represent that they have not filed a lawsuit or initiatedany other administrative proceeding against a Released Person and that neitherhas assigned any claim against a Released Person. Executive and the Companyeach

 

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further promise not toinitiate a lawsuit or to bring any other claim against the other or anyReleased Person arising out of or in any way related to Executive’s employmentby the Company or the termination of that employment.  This Release will not prevent Executive fromfiling a charge with the Equal Employment Opportunity Commission (or similarstate agency) or participating in any investigation conducted by the EqualEmployment Opportunity Commission (or similar state agency); *provided, however,*that any claims byExecutive 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’srights under the Age Discrimination in Employment Act or the Older WorkersBenefit Protection Act to have a judicial determination of the validity of thisrelease and waiver.

 

3.                                       RestrictiveCovenants.  Executiveacknowledges that the restrictive covenants contained in Section 6of the Agreement will survive the termination of his employment. Executiveaffirms that those restrictive covenants are reasonable and necessary toprotect the legitimate interests of the Company, that he received adequateconsideration in exchange for agreeing to those restrictions and that he willabide by those restrictions.

 

4.                                       Non-Disparagement.  Neither Executive nor the Company willdisparage the other or any of their respective Released Persons or otherwisetake any action which could reasonably be expected to adversely affect thepersonal or professional reputation of the other or their respective ReleasedPersons.

 

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

 

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

 

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

 

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8.                                       Miscellaneous.

 

8.1                                 No Admission ofLiability.  This Release is not to be construed as anadmission of any violation of any federal, state or local statute, ordinance orregulation or of any duty owed by the Company to Executive. There have been nosuch violations, and the Company specifically denies any such violations.

 

8.2                                 NoReinstatement. Executive agrees that he will not without theconsent of the Company apply for reinstatement with the Company or seek in anyway to be reinstated, re-employed or hired by the Company in the future,

 

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

 

8.4                                 Severability. Wheneverpossible, each provision of this Release will be interpreted in such manner asto be effective and valid under applicable law. However, if any provision ofthis Release is held to be invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability will not affect any otherprovision, and this Release will be reformed, construed and enforced as thoughthe invalid, illegal or unenforceable provision had never been hereincontained.

 

8.5                                 EntireAgreement: Amendments. Except as otherwise provided herein, thisRelease contains the entire agreement and understanding of the parties heretorelating to the subject matter hereof, and merges and supersedes all prior andcontemporaneous discussions, agreements and understandings of every naturerelating to the subject matter hereof This Release may not be changed ormodified, except by an agreement in writing signed by each of the partieshereto.

 

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

 

8.7                                 Counterpartsand Facsimiles. This Release may be executed, including executionby facsimile signature, in multiple counterparts, each of which shall be deemedan original, and all of which together shall be deemed to be one and the sameinstrument.

 

*[SIGNATURE PAGE FOLLOWS]*

 

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| Employee:           |       | Employer:                                 |
|---------------------|------------|-------------------------------------------|
|                |       |                                      |
| **JAMON A. JARVIS** | ** ** | **NATURE’S SUNSHINE PRODUCTS, INC.** |
|                |       |                                      |
|                |       | By                                        |   |
| Signature           |       |                                      |
|                |       | Name                                      |   |
|                |       |                                      |
|                |       | Title                                     |   |
|                     |            |                                           |  |  |  |

 

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