**Exhibit 10.11**

** **

**NATURE’S SUNSHINE PRODUCTS, INC.**

**STOCK OPTION AGREEMENT**

 

THIS STOCK OPTION AGREEMENT (this “Agreement”) is dated as of the    thday of199   (the “Award Date”), between NATURE’S SUNSHINEPRODUCTS, INC., a Utah corporation (the “Corporation”), and                                            (“Employee”).

 

A.           The Corporation has adopted, subject to theapproval of the shareholders of the Corporation, the Nature’s Sunshine Products, Inc.1995 Stock Option Plan (the “Plan”); and

 

B.             Pursuant to the Plan and as evidenced bythis Agreement, the Corporation has granted to Employee a certain stock option,defined in Section 1, hereof, which option is not intended as and shallnot be deemed to be an incentive stock option within the meaning of Section 422of the Internal Revenue Code, as may be amended.

 

NOW, THEREFORE, in consideration of services rendered and to berendered by Employee for the Corporation, the Corporation and Employee herebyagree to the provisions set forth herein.

 

1.              Option Granted. This Agreement evidencesthe grant to Employee, as of the Award Date, subject to shareholder approval ofthe Plan, of an option to purchase an aggregate of      (      ) shares of Common Stock under the Plansubject to adjustment as provided in the Plan (the “Option”).

 

2.              Exercise Price. The Option entitlesEmployee to purchase all or any portion of the Option shares at a price pershare of       Dollars and       Cents ($       ), exercisable from time totime, subject to the provisions of this Agreement and the Plan. Such price isthe Fair Market Value of the shares on the Award Date.

 

3.              Exercisability of Option. The Option maybe exercised beginning on         .To the extent Employee does not in any year purchase all or any portion of theshares to which Employee is entitled to purchase, Employee has the cumulativeright thereafter to purchase any shares not so purchased and such right shallcontinue until the Option terminates. When the Option terminates for anyreason, no additional shares may be purchased under this Option.

 

4.              Acceleration in Exercisability of Option.Notwithstanding anything to the contrary contained herein, the date ofexercisability of the Option or a portion of the shares thereof as providedherein shall be accelerated to the later of (i) the date of shareholderapproval of the Plan, (ii) July 20, 1996 or (iii) the twentiethday following the end of any quarter (beginning with the quarter of 199    ),where the Corporation achieves (i) an increase in consolidated net incomein such quarter of 25 percent over consolidated net income for thecorresponding quarter in the 

 

----

 

preceding year, and (ii) an increase inconsolidated sales revenue of 25 percent over consolidated sales for thecorresponding quarter in the preceding year. The amount of shares subject toacceleration of exercisability shall be as follows:    shares for each full percent over 25 percent that consolidated net income insuch quarter is increased over consolidated net income for the corresponding quarterfor the preceding year. For example, if consolidated net income in the secondquarter of 1996 is 28% higher than consolidated net income in the secondquarter of 1995, then    shares subject to the Option shallbe exercisable on July 20, 1996, the twentieth day following such quarter.For purposes of this Agreement, increases in consolidated net income andconsolidated sales revenue shall be conclusively determined by the Committeeapplying generally accepted accounting principles consistently applied.

 

5.      Termination of Option. The Option shall terminateand be of no further force or effect upon *any* of thefollowing:

 

(i)                      the tenth annual anniversary ofthe Award Date;

 

(ii)                  three months (orsuch later date as the Committee may in its sole discretion specify) aftertermination of Employee’s employment with the Corporation for any reason otherthan for cause (as determined by the Committee in its sole discretion), orEmployee’s death or disability (as determined by the Committee in its solediscretion);

 

(iii)               on the date oftermination of Employee’s employment with the Corporation if such terminationis for cause (as determined by the Committee in its sole discretion);

 

(iv)               twelve months after termination ofEmployee’s employment with the Corporation because of Employee’s disability (asdetermined by the Committee in its sole discretion); or

 

(vi)               twelve months after Employee’s death.

 

6.               Securities Laws. The Committee may fromtime to time impose such conditions on the exercise of the Option as it deemsnecessary or advisable to ensure that rights granted under the Plan satisfy therequirements of applicable federal and state securities laws. Such conditionsmay include, without limitation, the partial or complete suspension of theright to exercise the Option.

 

7.               Nontransferabilityof Option. The Option may not be transferred or assigned by Employee orexercised by anyone other than Employee except pursuant to (i) Employee’swill, (ii) applicable laws of descent and distribution, or (iii) aQDRO.

 

----

 

8.               Interpretation.The Option and this Agreement are subject to, and the Corporation and Employeehereby agree to be bound by, all of the provisions of the Plan. Such provisionsare incorporated herein and made a part hereof by this reference. Employeeacknowledges receiving a copy of the Plan. Capitalized terms not otherwisedefined in this Agreement shall have the meaning assigned to such terms in thePlan.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the datefirst above written.

 

 
| Corporation: | Nature’s  Sunshine Products, Inc. |   |
|--------------|---------------------------------------------|--------|
|         |                                        |
|         | By                                          |   |   |
|         |                                        |
|         | Title                                       |   |   |
|         |                                        |
|         |                                        |
|         | Employee:                                   |   |   |
|         | (Signature)                                 |   |
|         |                                        |   |
|         | (Address)                                   |   |
|         |                                        |
|         |                                        |   |
|         | (City, State, Zip Code)                     |   |
|              |                                             |        |  |  |  |  |  |

 

----