Exhibit
10.4

    Form of

    RELIV’
INTERNATIONAL, INC.

    RESTRICTED STOCK
AGREEMENT

     

    THIS RESTRICTED STOCK
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 to Employee to
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, the right to purchase __________ shares (the
“Restricted Stock”) 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. Restricted Stock
Terms. The Restricted Stock is subject to the following terms and
conditions:

     

    2.1. Purchase
Price.  The purchase price for the Restricted Stock shall be
$_____ per share. Employee shall have no rights with respect to such Restricted
Stock unless Employee shall have accepted executed this Agreement and paid the
aggregate purchase price per share of the Restricted Stock within 60 days
following the date set forth above. Subject to the restrictions set forth in
this Agreement (including Sections 2.2, 2.3 and 2.5), upon complying with the
preceding sentence, Employee shall have all the rights of a shareholder with
respect to the Restricted Stock. Unless the Committee shall otherwise determine,
any certificate evidencing shares of the Restricted Stock shall remain in the
possession of the Company until such shares are vested as provided in Section
2.4 below.

     

    2.2. Transfer of Restricted
Stock.  The Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein.

     

    2.3. Repurchase or
Forfeiture. In the event of termination of employment by the Company and
its Affiliates for any reason (including death, Disability, Normal Retirement
and for Cause), the Company shall have the right, at the discretion of the
Committee, to repurchase at their purchase price from Employee or Employee’s
legal representative any shares of the Restricted Stock that have not then
vested, or to require forfeiture of such shares to the Company if the Restricted
Stock was acquired at no cost. No additional shares of Restricted Stock will
vest after termination of employment for any reason. The Company must exercise
such right of repurchase or forfeiture within 90 days following such termination
of employment.

     

    2.4. Vesting. The
Restricted Stock shall vest in accordance with the vesting schedule and
performance targets (each a “Performance Target”) set forth in Schedule A attached
hereto. Upon vesting, the restrictions on transfer set forth in Section 2.2 and
the Company’s right of repurchase or forfeiture set forth in Section 2.3 shall
lapse. Subject to Section 11 of the Plan, the Committee, in its discretion,
may accelerate the vesting of all or any portion of the Restricted Stock in the
circumstances set forth in the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.5. Dividends. [Dividends
on the Restricted Stock shall be paid to Employee without regard to whether the
Restricted Stock or any portion thereof shall have vested as provided in this
Agreement.] [OR]
[Dividends on the Restricted Stock shall be paid to Employee only with
respect to those shares of Restricted Stock that are vested as provided herein.
Employee hereby waives his or her right to receive any dividends declared and
paid by the Company with respect to any shares of Restricted Stock that have not
vested as provided in this Agreement.]

     

    2.6. Certificate; Book Entry
Form; Legend. The Company shall issue the shares of Restricted Stock
either (a) in certificate form or (ii) in book entry form, registered
in the name of Employee, with legends, or notations, as applicable, referring to
the terms, conditions, and restrictions applicable to such Restricted Stock. Any
certificate issued for Restricted Stock prior to vesting will be inscribed with
the following legend:

     

    “The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) relating to
Restricted Stock contained in the Reliv’ International, Inc. 2009 Incentive
Stock Plan and an Agreement entered into between the registered owner and Reliv’
International, Inc. Copies of such Plan and Agreement are on file at the
principal office of Reliv’ International, Inc.”

     

    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 of the Restricted Stock, 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 Restricted Stock and the purchase 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 Restricted Stock and the
purchase price as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate this Agreement and any unvested
Restricted Stock upon such terms and conditions as it shall provide (which, in
the case of the termination of the vested portion of the Restricted Stock, 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.

     

    3. Tax
Matters.

     

    3.1. Section 83(b)
Election. Employee acknowledges that he or she may file an election
pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market
Value of the shares of Restricted Stock (less any purchase price paid for the
shares), provided that such election must be filed with the Internal Revenue
Service no later than 30 days after the date of this Agreement. Employee will
seek the advice of his or her own tax advisors as to the advisability of making
such a Section 83(b) election, the potential consequences of making such an
election and the other tax consequences of the award made pursuant to this
Agreement under federal, state, and any other laws that may be applicable. The
Company and its affiliates and agents have not and are not providing any tax
advice to Employee.


    
      
         


      

      
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    3.2. Withholding. Employee
shall, no later than the date as of which the value of the Restricted Stock or
other amounts received under this Agreement 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 delivered to Employee pursuant to this Agreement 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 4.3 below, after the effective date of such Change of Control and
provided Employee has timely paid the purchase price as provided in 2.1,
Employee shall be entitled 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 other 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 vesting of, and waive any or all
conditions and restrictions on such vesting, the Restricted Stock) effective
upon a date prior or subsequent to the effective date of such Change of Control,
as specified by the Committee.

     

    4.3. This Agreement 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 his
or her rights under this Agreement and the Restricted Stock to the extent that
the same is then exercisable or, in full, if the Committee shall have
accelerated the time for exercise of such unexercised and unexpired Restricted
Stock 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
Restricted Stock has been issued (or an appropriate book entry has been
made).

     

    5.2. Employment Rights.
The adoption of the Plan or the award of Restricted Stock 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 the Restricted Stock,
Employee consents to electronic delivery and acknowledge receipt of these
materials, including the Plan and the Plan prospectus.


    
      
         


      

      
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    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
the Restricted Stock 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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