Exhibit
10.2

    Form of

    RELIV’
INTERNATIONAL, INC.

    INCENTIVE STOCK OPTION
AGREEMENT

     

    THIS STOCK OPTION AGREEMENT,
made and entered into this ___ day of __________, 20_____, between Reliv’
International, Inc. (hereinafter the “Company”), and ____________________
(hereinafter “Employee”).

     

    WHEREAS, the Company has
employed Employee and continues to employ Employee as of this date;
and

     

    WHEREAS, the Company, as a
further incentive to Employee to devote his best efforts on behalf of the
Company and remain in the employ of the Company, desires to grant an option to
Employee to purchase shares of the Company’s stock;

     

    NOW, THEREFORE, it is hereby
agreed:

     

    1. Grant. The Company
hereby grants to Employee, subject to the terms and conditions set forth herein
and in the Company’s 2009 Incentive Stock Plan (the “Plan”) which is
incorporated herein by reference, an Incentive Stock Option (the “Option”), as
defined in the Plan, to purchase __________ shares of Stock of the Company.
Unless otherwise defined herein, capitalized terms used in this Agreement that
are defined in the Plan have the meaning set forth in the Plan.

     

    2. Option Terms. This
Option is subject to the following terms and conditions:

     

    2.1. Exercise Price. The
exercise price for shares purchased pursuant to this Option shall be $_____ per
share. The exercise price set forth above is equal to or greater than 100% of
the Fair Market Value of a share of the Company’s Stock as of the date of this
Agreement, except that if Employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation, such exercise price is not less than 110% of
the Fair Market Value of a share of the Company’s Stock as of the date of this
Agreement. In all cases, Fair Market Value shall be determined in a manner that
satisfies the applicable requirements of Section 409A of the
Code.

     

    2.2. Transfer of
Option.  This Option is not transferable except by will or the
laws of descent and distribution, and shall not be exercisable during Employee’s
lifetime by any person other than Employee or his guardian or legal
representative.

     

    2.3. Vesting. The Options
shall become exercisable in accordance with the vesting schedule and performance
targets (each a “Performance Target”) set forth in Schedule A attached
hereto.

     

    2.4. Method of Exercise.
The Options may be exercised in whole or in part, by delivering written notice
of exercise to the Company, specifying the number of shares to be purchased.
Payment of the purchase price may be made by delivery of cash, bank check or
other instrument acceptable to the Committee in an amount equal to the exercise
price of such Options, or by one or more of the methods specified in Section 5
of the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.5. Termination of
Employment.

     

    (a) Disability.  If
Employee’s employment by, or relationship with, the Company or its subsidiaries
shall terminate as a result of Employee’s Disability, this Option (to the extent
not previously lapsed or terminated) may thereafter be exercised, to the extent
it was exercisable at the time of such termination, for a period of 90 days
(or such longer period as the Committee shall specify at any time) from the date
of such termination of employment, or until the expiration of the stated term of
the Option, if earlier.

     

    (b) Death.  In
the event of the death of Employee, this Option (to the extent not previously
lapsed or terminated) may be exercised to the extent exercisable at the date of
death, by the legal representative or legatee of Employee, for a period of three
months commencing on the date of death, or until the expiration of the stated
term of the Option, if earlier.

     

    (c) Retirement.  If
Employee’s employment by the Company shall terminate by reason of Employee’s
retirement in accordance with Company policies, this Option (to the extent not
previously lapsed or terminated) may thereafter be exercised, to the extent it
was exercisable at the time of such termination, for a period of three months
commencing on the date of such termination of employment, or until the
expiration of the stated term of the Option, if earlier.

     

    (d) Termination for
Cause. If Employee’s employment by the Company and its Affiliates has
been terminated for Cause, the Option shall immediately terminate and be of no
further force and effect; provided, however, that the Committee may, in its sole
discretion, provide that such Option can be exercised for a period of up to one
month commencing on the date of termination of employment or until the
expiration of the stated term of the Option, if earlier.

     

    (e) Other Termination.
Unless otherwise determined by the Committee, if Employee’s employment by the
Company and its Affiliates terminates for any reason other than death,
Disability, Normal Retirement or for Cause, the Option may thereafter be
exercised, to the extent it was exercisable on the date of termination of
employment, for a period of up to one month commencing on the date of
termination of employment or until the expiration of the stated term of the
Option, if earlier.

     

    2.6. Term of
Option.  This Option shall expire ten years from the date of
its issuance, except that if Employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation, this Option shall expire five years from the
date of its issuance.

     

    2.7. Lock-up Agreement.
Employee agrees that, if so requested by the Company or the underwriters
managing any underwritten offering of the Company’s securities, Employee will
not sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of, any shares issued pursuant to the exercise of such Option,
without the prior written consent of the Company or such underwriters, as the
case may be, for a period of 180 days (or such lesser time period as the
Company may establish) from the effective date of any registration of securities
of the Company under the Securities Act of 1933, as amended.


    
      
         


      

      
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    2.8. Adjustment Upon Certain
Financing or Changes in Capitalization. As provided in the Plan,
(a) the number of shares of Stock subject to this Option and the exercise
price shall be adjusted as the Committee shall determine to be appropriate in
the event of a stock dividend, stock split or similar change in capitalization
affecting the Stock and (b) in the event of any merger, consolidation,
dissolution or liquidation of the Company, the Committee in its sole discretion
may make such substitution or adjustment in the number of shares of Stock
subject to the Option and the exercise price of the Option as it may determine
and as may be permitted by the terms of such transaction, or accelerate, amend
or terminate the Option upon such terms and conditions as it shall provide
(which, in the case of the termination of the vested portion of the Option,
shall require payment or other consideration that the Committee deems equitable
in the circumstances), subject, however, to the provisions of Section 13 of
the Plan.

     

    2.9. No Fractional
Shares.  In no event shall the  Company be required
to issue fractional shares upon the exercise of this Option, and in lieu thereof
may issue numbers of shares rounded up or down to the nearest whole
share.

     

    3. Tax
Matters.

     

    3.1. Incentive Stock Option.
The Option is intended to qualify as an “incentive stock option” under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
Notwithstanding the foregoing, the Option will not qualify as an “incentive
stock option,” among other events, (a) if Employee disposes of the Stock
acquired pursuant to the Option at any time during either of the two year period
following the date of this Agreement or the one year period following the date
on which the Option is exercised, (b) except in the event of Employee’s
death or disability, as defined in Section 22(e)(3) of the Code, if the
Employee is not employed by the Company (or any Affiliate) at all times during
the period beginning on the date of this Agreement and ending on the day three
months before the date of exercise of the Option or (c) to the extent the
aggregate fair market value (determined as of the time the Option is granted) of
the Stock subject to “incentive stock options” that become exercisable for the
first time in any calendar year exceeds $100,000. To the extent that the Option
does not qualify as an “incentive stock option,” it shall not affect the
validity of the Option and shall constitute a separate non-qualified stock
option.

     

    3.2. Disqualifying
Disposition. Employee agrees to notify the Company in writing immediately
after making a disqualifying disposition (as defined in Section 421(b) of
the Code) of any Stock purchased upon exercise of the Option.

     

    3.3. Withholding. Employee
shall, no later than the date as of which the value of the Option or any Stock
or other amounts received under the Option first becomes includable in the gross
income of Employee for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income. The Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant. Employee may elect, with the consent
of the Committee, to have such tax withholding obligation satisfied, in whole or
in part, by (a) authorizing the Company to withhold from shares of Stock to
be issued pursuant to the Option a number of shares with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award or (b) delivering
to the Company a number of mature shares of Stock with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due.

     

    4. Change of Control.
Upon the occurrence of a Change of Control as defined in Section 13 of the
Plan:


    
      
         


      

      
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    4.1. Subject to the provisions
of Section 4.3 below, after the effective date of such Change of Control,
Employee shall be entitled, upon exercise of the Option, to receive, in lieu of
shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of
Control.

     

    4.2. The Committee may
accelerate, fully or in part, the time for exercise of, and waive any or all
conditions and restrictions on, the Option (to the extent the Option is
unexercised and unexpired) effective upon a date prior or subsequent to the
effective date of such Change of Control, as specified by the
Committee.

     

    4.3. The Option may be cancelled
by the Committee as of the effective date of any such Change of Control provided
that (a) prior written notice of such cancellation shall be given to
Employee and (b) Employee shall have the right to exercise the Option to
the extent that the same is then exercisable or, in full, if the Committee shall
have accelerated the time for exercise of the Option (to the extent unexercised
and unexpired), during the 30 day period preceding the effective date of
such Change of Control.

     

    5. General.

     

    5.1. Shareholder Rights.
Employee has no rights as a shareholder of the Company unless and until the
Stock relating to the exercise of the Option has been issued (or an appropriate
book entry has been made). Except as described in the Plan, no adjustments are
made for dividends or other rights if the applicable record date occurs before
Employee’s Stock is issued (or an appropriate book entry has been
made).

     

    5.2. Employment Rights.
The adoption of the Plan or the Option do not confer upon Employee any right to
continued employment with the Company or any Affiliate.

     

    5.3. Consent to Electronic
Delivery. Certain statutory materials relating to the Plan may be
delivered to Employee in electronic form. By accepting this Option, Employee
consents to electronic delivery and acknowledge receipt of these materials,
including the Plan and the Plan prospectus.

     

    5.4. Governing Law. The
Agreement shall be governed by and shall be construed according to the laws of
the State of Missouri.

     

    5.5. Entire Agreement. The
foregoing, together with and subject to all the terms and conditions of the
Plan, is the entire agreement between the Company and Employee with respect to
this Option and may not be altered, modified, changed or discharged except in a
writing signed by a duly authorized officer or director of the
Company.


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above
written.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            RELIV’
      INTERNATIONAL, INC.

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	
                            Name:

                          	 
      	 
      
	 
      	
                            Title:

                          	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            EMPLOYEE:

                          
	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                            Name:

                          	 
      	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
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