Exhibit
10.3

    Form of

    RELIV’
INTERNATIONAL, INC.

    NON-STATUTORY STOCK OPTION
AGREEMENT

     

    THIS NON-STATUTORY STOCK OPTION
AGREEMENT is made and entered into this ___ day of __________, 20_____,
by and 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, a Non-Qualified Stock Option (the “Option”),
as defined in the Plan, to __________ shares of the authorized and unissued
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. 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
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 six
months (or such longer period as the Committee shall specify at any time)
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
(or such longer period as the Committee shall specify at any time) 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 30 days (or such other period as the Committee shall
specify) from 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 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.

     

    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.


    
      
         


      

      
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    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
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:

     

    4.1. Subject to the provisions
of Section 4.2 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.


    
      
         


      

      
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    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.

     

    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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