exv4w5






Exhibit 4.5




GRANT NO. ________




LIFEVANTAGE CORPORATION

2010 LONG-TERM INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT



     The Company hereby grants an Option to purchase Shares to the Optionee named below. The terms
and conditions of the Option are set forth in this cover sheet, in the attached Incentive Stock
Option Agreement and in the Lifevantage Corporation 2010 Long-Term Incentive Plan as it may be
amended from time to time. This cover sheet is incorporated into and a part of the attached
Incentive Stock Option Agreement (together, the “Agreement”).


Date of Option Grant: __________________, [YEAR]



Name of Optionee: _____________________________



Number of Shares Covered by Option: ______________



Exercise Price per Share: $____.___



Fair Market Value of a Share on Date of Option Grant: $____.___



Expiration Date: _____________, [YEAR] [DO NOT EXCEED TEN YEARS FROM GRANT OR FIVE YEARS FOR 10%
SHAREHOLDER]



Vesting Calculation Date: _____________, [YEAR]




Vesting Schedule:




     [Subject to all the terms of the Agreement and your continued Service, your right to purchase
Shares under this Option shall vest as to one-fourth (1/4) of the total number of Shares covered by
this Option, as shown above, on the first anniversary of the Vesting Calculation Date. Thereafter,
the number of Shares which you may purchase under this Option shall vest at the rate of
one-forty-eighth (1/48) of the total number of Shares covered by this Option per calendar month on
the last day of each of the thirty-five (35) months following the month of the first anniversary of
the Vesting Calculation Date and the final one-forty-eighth (1/48) of the total number of Shares
covered by this Option shall vest on the fourth anniversary of the Vesting Calculation Date.] In
all cases, the resulting aggregate number of vested Shares will be rounded down to the nearest
whole number. No Shares subject to this Option will vest after your Service has terminated for any
reason.



     By signing this cover sheet, you agree to all of the terms and conditions described in the
Agreement and in the Plan and the Plan’s prospectus. You are also acknowledging receipt of this
Agreement and a copy of the Plan and the Plan’s prospectus.



	 	 	 	 	 

	Optionee:

	 	 	 	 
	 

	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	Company:
	 	 	 	 
	 

	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





Attachment






 









 








LIFEVANTAGE CORPORATION

2010 LONG-TERM INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT



	 	 	 	 	 

	1.

	 	The Plan and
Other Agreements
	 	The text of the Plan is
incorporated in this Agreement
by reference. Certain
capitalized terms used in this
Agreement are defined in the
Plan.
	 
	 	 	 	 
	 

	 	 	 	This Agreement and the Plan
constitute the entire
understanding between you and
the Company regarding this
Option. Any prior agreements,
commitments or negotiations
concerning this Option are
superseded.
	 
	 	 	 	 
	2.

	 	Incentive Stock Option
	 	This Option is intended to be
an Incentive Stock Option under
section 422 of the Code and
will be interpreted
accordingly.
	 
	 	 	 	 
	 

	 	 	 	If you cease to be an employee
of the Company, a Subsidiary or
of a Parent but continue to
provide Service, this Option
will be treated as a
Nonstatutory Stock Option on
the day after the date that is
three (3) months after you
cease to be an employee of the
Company (and any Subsidiary or
any Parent): (i) even if you
continue to provide Service
after your employment has
terminated or (ii) if your
termination of employment was
for any reason other than due
to your death or Disability.
In addition, to the extent that
all or part of this Option
exceeds the $100,000 limitation
rule of section 422(d) of the
Code, this Option or the lesser
excess part will be treated as
a Nonstatutory Stock Option.
	 
	 	 	 	 
	 

	 	 	 	This Option is not intended to
be deferred compensation under
section 409A of the Code and
will be interpreted
accordingly.
	 
	 	 	 	 
	3.

	 	Vesting
	 	This Option is only exercisable
before it expires and only with
respect to the vested portion
of the Option. This Option
will vest according to the
Vesting Schedule described in
the cover sheet of this
Agreement.
	 
	 	 	 	 
	4.

	 	Term
	 	Your Option will expire in all
cases no later than the close
of business at Company
headquarters on the Expiration
Date, as shown on the cover
sheet. Your Option may expire
earlier if your Service
terminates, as described in
Sections 5, 6 and 7 below or on
the date on which the Option is
cancelled (and not substituted
or assumed) pursuant to a
Change in Control or merger or
acquisition or reorganization
or similar transaction
involving the Company.
	 
	 	 	 	 
	5.

	 	Termination of Service — General
	 	If, while the Option is
outstanding, your Service
terminates for any reason,
other than being terminated by
the Company for Cause or due to
your death or Disability, then
the unvested portion of your
Option shall be forfeited
without consideration and shall






 









 






	 	 	 	 	 

	 

	 	 	 	immediately expire on your
Termination Date and the vested
portion of your Option will
expire at the earlier of (i)
the close of business at
Company headquarters on the
date that is three (3) months
after your Termination Date,
(ii) the Expiration Date set
forth in the attached cover
sheet and further described in
Section 4 above, or (iii) the
date on which the Option is
cancelled (and not substituted
or assumed) pursuant to a
Change in Control or merger or
acquisition or reorganization
or similar transaction
involving the Company. In no
event is the Option exercisable
after the Expiration Date.
	 
	 	 	 	 
	6.

	 	Termination of Service for
Cause
	 	If your Service is terminated
by the Company for Cause or if
you commit an act(s) of Cause
while this Option is
outstanding, as determined by
the Committee in its sole
discretion, then you shall
immediately forfeit all rights
to your Option without
consideration, including any
vested portion of the Option,
and the entire Option shall
immediately expire, and any
rights, payments and benefits
with respect to the Option
shall be subject to reduction
or recoupment in accordance
with the Clawback Policy and
the Plan. For avoidance of
doubt, your Service shall also
be deemed to have been
terminated for Cause by the
Company if, after your Service
has otherwise terminated, facts
and circumstances are
discovered that would have
justified a termination for
Cause, including, without
limitation, your violation of
Company policies or breach of
confidentiality or other
restrictive covenants or
conditions that may apply to
you prior to or after your
Termination Date.
	 
	 	 	 	 
	7.

	 	Termination of Service due to
Death or Disability
	 	If your Service terminates
because of your death or
Disability, then the unvested
portion of your Option shall be
forfeited without consideration
and shall immediately expire on
your Termination Date and the
vested portion of your Option
will expire at the earlier of
(i) the close of business at
Company headquarters on the
date that is twelve (12) months
after your Termination Date,
(ii) the Expiration Date set
forth in the attached cover
sheet and further described in
Section 4 above, or (iii) the
date on which the Option is
cancelled (and not substituted
or assumed) pursuant to a
Change in Control or merger or
acquisition or similar
transaction involving the
Company. In no event is the
Option exercisable after the
Expiration Date. If your
Service terminated due to your
death, then your estate may
exercise the vested portion of
your Option during the
foregoing post-Service exercise
period.
	 
	 	 	 	 
	8.

	 	Leaves of Absence
	 	For purposes of this Option,
your Service does not terminate
when you go on a bona fide
leave of absence that was
approved by the Company in
writing, if the terms of the
leave provide for continued
Service crediting, or when
continued Service crediting






 









 






	 	 	 	 	 

	 

	 	 	 	is
required by applicable law.
For income tax purposes, if the
period of leave exceeds three
(3) months and your right to
reemployment is not provided
either by statute or by
contract, then this Option will
be treated as a Nonstatutory
Stock Option if the exercise of
this Option occurs after the
expiration of six (6) months
from the commencement of such
leave of absence. Your Service
terminates in any event when
the approved leave ends unless
you immediately return to
active work.
	 
	 	 	 	 
	 

	 	 	 	The Company determines which
leaves count for this purpose
(along with determining the
effect of a leave of absence on
vesting of the Option), and
when your Service terminates
for all purposes under the
Plan.
	 
	 	 	 	 
	9.

	 	Notice of Exercise
	 	When you wish to exercise this
Option, you must notify the
Company by filing a “Notice of
Exercise” form at the address
given on the form. Your notice
must specify how many Shares
you wish to purchase. Your
notice must also specify how
your Shares should be
registered (in your name only
or in your and your spouse’s
names as community property or
as joint tenants with right of
survivorship). The notice will
be effective when it is
received by the Company.
	 
	 	 	 	 
	 

	 	 	 	If someone else wants to
exercise this Option after your
death, that person must prove
to the Company’s satisfaction
that he or she is entitled to
do so.
	 
	 	 	 	 
	10.

	 	Form of Payment
	 	When you submit your notice of
exercise, you must include
payment of the Exercise Price
for the Shares you are
purchasing. Payment may be
made in one (or a combination)
of the following forms:
	 
	 	 	 	 
	 

	 	 	 	•   Cash, your personal
check, a cashier’s check or a
money order.

	 
	 	 	 	 
	 

	 	 	 	•   Shares which have
already been owned by you for
more than six (6) months and
which are surrendered to the
Company. The Fair Market Value
of the Shares, determined as of
the effective date of the
Option exercise, will be
applied to the Exercise Price.

	 
	 	 	 	 
	 

	 	 	 	•   To the extent a public
market for the Shares exists as
determined by the Company, by
Cashless Exercise through
delivery (on a form prescribed
by the Company) of an
irrevocable direction to a
securities broker to sell
Shares and to deliver all or
part of the sale proceeds to
the Company in payment of the
aggregate Exercise Price.







 









 






	 	 	 	 	 

	11.

	 	Withholding Taxes
	 	You will be solely responsible
for payment of any and all
applicable taxes associated
with this Option.
	 
	 	 	 	 
	 

	 	 	 	You will not be allowed to
exercise this Option unless you
make acceptable arrangements to
pay any withholding or other
taxes that may be due as a
result of the Option exercise
or sale of Shares acquired
under this Option.
	 
	 	 	 	 
	12.

	 	Restrictions on Exercise and
Resale
	 	By signing this Agreement, you
agree not to (i) exercise this
Option (“Exercise
Prohibition”), or (ii) sell,
transfer, dispose of, pledge,
hypothecate, make any short
sale of, or otherwise effect a
similar transaction of any
Shares acquired under this
Option (each a “Sale
Prohibition”) at a time when
applicable laws, regulations or
Company or underwriter trading
policies prohibit the exercise
or disposition of Shares. The
Company will not permit you to
exercise this Option if the
issuance of Shares at that time
would violate any law or
regulation. The Company shall
have the right to designate one
or more periods of time, each
of which generally will not
exceed one hundred eighty (180)
days in length (provided
however, that such period may
be extended in connection with
the Company’s release (or
announcement of release) of
earnings results or other
material news or events), and
to impose an Exercise
Prohibition and/or Sale
Prohibition, if the Company
determines (in its sole
discretion) that such
limitation(s) is needed in
connection with a public
offering of Shares or to comply
with an underwriter’s request
or trading policy, or could in
any way facilitate a lessening
of any restriction on transfer
pursuant to the Securities Act
or any state securities laws
with respect to any issuance of
securities by the Company,
facilitate the registration or
qualification of any securities
by the Company under the
Securities Act or any state
securities laws, or facilitate
the perfection of any exemption
from the registration or
qualification requirements of
the Securities Act or any
applicable state securities
laws for the issuance or
transfer of any securities.
The Company may issue
stop/transfer instructions
and/or appropriately legend any
stock certificates issued
pursuant to this Option in
order to ensure compliance with
the foregoing. Any such
Exercise Prohibition shall not
alter the vesting schedule set
forth in this Agreement other
than to limit the periods
during which this Option shall
be exercisable.
	 
	 	 	 	 
	 

	 	 	 	If the sale of Shares under the
Plan is not registered under
the Securities Act, but an
exemption is available which
requires an investment or other
representation, you shall
represent and agree at the time
of exercise that the Shares
being acquired upon exercise of
this Option are being acquired
for investment, and not with a
view to the sale or
distribution thereof, and shall
make such other representations
as are deemed necessary or
appropriate by the Company and
its counsel.






 









 






	 	 	 	 	 

	 

	 	 	 	You may also be required, as a
condition of exercise of this
Option, to enter into any
Company shareholder agreement
or other agreements that are
applicable to shareholders.
	 
	 	 	 	 
	 

	 	 	 	If you sell or otherwise
dispose of any of the Shares
acquired pursuant to the
exercise of this Option on or
before the later of (i) the
date that is two years after
the Date of Option Grant or
(ii) the date that is one year
after the applicable exercise
of this Option, then you shall
within ten days of any and all
such sales or dispositions
provide the Company with
written notice of such
transactions including without
limitation the date of each
disposition, the number of
Shares that you disposed of in
each transaction and their
original Date of Option Grant,
and the amount of proceeds you
received from each disposition.
	 
	 	 	 	 
	13.

	 	Transfer of Option
	 	Prior to your death, only you
may exercise this Option. You
cannot transfer, assign,
alienate, pledge, attach, sell,
or encumber this Option. If
you attempt to do any of these
things, this Option will
immediately become invalid.
You may, however, dispose of
this Option in your will or it
may be transferred by the laws
of descent and distribution.
Regardless of any marital
property settlement agreement,
the Company is not obligated to
honor a notice of exercise from
your spouse, nor is the Company
obligated to recognize your
spouse’s interest in your
Option in any other way.
	 
	 	 	 	 
	14.

	 	Retention Rights
	 	Your Option or this Agreement
does not give you the right to
be retained by the Company (or
any Parent or any Subsidiaries
or Affiliates) in any capacity.
The Company (or any Parent and
any Subsidiaries or Affiliates)
reserves the right to terminate
your Service at any time and
for any reason.
	 
	 	 	 	 
	 

	 	 	 	This Option and the Shares
subject to the Option are not
intended to constitute or
replace any pension rights or
compensation and are not to be
considered compensation of a
continuing or recurring nature,
or part of your normal or
expected compensation, and in
no way represent any portion of
your salary, compensation or
other remuneration for any
purpose, including but not
limited to, calculating any
severance, resignation,
termination, redundancy,
dismissal, end of service
payments, bonuses, long-service
awards, pension or retirement
benefits or similar payments.
	 
	 	 	 	 
	15.

	 	Shareholder Rights
	 	You, or your estate, shall have
no rights as a shareholder of
the Company with regard to the
Option until you have been
issued the applicable Shares by
the Company and have satisfied
all other






 









 






	 	 	 	 	 

	 

	 	 	 	conditions specified
in Section 4(g) of the Plan.
No adjustment shall be made for
cash or stock dividends or
other rights for which the
record date is prior to the
date when such applicable
Shares are issued, except as
provided in the Plan.
	 
	 	 	 	 
	16.

	 	Adjustments
	 	In the event of a stock split,
a stock dividend or a similar
change in the Company stock,
the number of Shares covered by
this Option (rounded down to
the nearest whole number) and
the Exercise Price per Share
may be adjusted pursuant to the
Plan. Your Option shall be
subject to the terms of the
agreement of merger,
liquidation or reorganization
in the event the Company is
subject to such corporate
activity.
	 
	 	 	 	 
	17.

	 	Legends
	 	All certificates representing
the Shares issued upon exercise
of this Option may, where
applicable, have endorsed
thereon the following legends
and any other legend the
Company determines appropriate:
	 
	 	 	 	 
	 

	 	 	 	“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON
TRANSFER AND OPTIONS TO
PURCHASE SUCH SHARES SET FORTH
IN AN AGREEMENT BETWEEN THE
COMPANY AND THE REGISTERED
HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY
OF SUCH AGREEMENT IS ON FILE AT
THE PRINCIPAL OFFICE OF THE
COMPANY AND WILL BE FURNISHED
UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY BY THE
HOLDER OF RECORD OF THE SHARES
REPRESENTED BY THIS
CERTIFICATE.”
	 
	 	 	 	 
	 

	 	 	 	“THE SHARES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF
UNDER SUCH ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT
REQUIRED.”






 









 






	 	 	 	 	 

	18.

	 	Applicable Law
	 	This Agreement will be
interpreted and enforced under
the laws of the State of
Colorado without reference to
the conflicts of law provisions
thereof and any action relating
to this Agreement must be
brought in state or federal
courts located in San Diego
County, California.
	 
	 	 	 	 
	19.

	 	Binding Effect; No Third Party
Beneficiaries
	 	This Agreement shall be binding
upon and inure to the benefit
of the Company and you and any
respective heirs,
representatives, successors and
permitted assigns. This
Agreement shall not confer any
rights or remedies upon any
person other than the Company
and you and any respective
heirs, representatives,
successors and permitted
assigns. The parties agree
that this Agreement shall
survive the settlement or
termination of the Award.
	 
	 	 	 	 
	20.

	 	Voluntary Participant
	 	You acknowledge that you are
voluntarily participating in
the Plan.
	 
	 	 	 	 
	21.

	 	No Rights to Future Awards
	 	Your rights, if any, in respect
of or in connection with this
Option or any other Awards are
derived solely from the
discretionary decision of the
Company to permit you to
participate in the Plan and to
benefit from a discretionary
future Award. By accepting
this Option, you expressly
acknowledge that there is no
obligation on the part of the
Company to continue the Plan
and/or grant any additional
Awards to you or benefits in
lieu of Options or any other
Awards even if Awards have been
granted repeatedly in the past.
All decisions with respect to
future Awards, if any, will be
at the sole discretion of the
Committee.
	 
	 	 	 	 
	22.

	 	Future Value
	 	The future value of the
underlying Shares is unknown
and cannot be predicted with
certainty. If the underlying
Shares do not increase in value
after the Date of Option Grant,
the Option will have little or
no value. If you exercise the
Option and obtain Shares, the
value of the Shares acquired
upon exercise may increase or
decrease in value, even below
the Exercise Price.
	 
	 	 	 	 
	23.

	 	No Advice Regarding Grant
	 	The Company has not provided
any tax, legal or financial
advice, nor has the Company
made any recommendations
regarding your participation in
the Plan, or your acquisition
or sale of the underlying
Shares. You are hereby advised
to consult with your own
personal tax, legal and
financial advisors regarding
your participation in the Plan
before taking any action
related to the Plan.






 









 






	 	 	 	 	 

	24.

	 	No Right to Damages
	 	You will have no right to bring
a claim or to receive damages
if any portion of the Option is
cancelled or expires
unexercised. The loss of
existing or potential profit in
the Option will not constitute
an element of damages in the
event of the termination of
your Service for any reason,
even if the termination is in
violation of an obligation of
the Company or a Parent or a
Subsidiary or an Affiliate to
you.
	 
	 	 	 	 
	25.

	 	Data Privacy
	 	You hereby explicitly and
unambiguously consent to the
collection, use and transfer,
in electronic or other form, of
your personal data as described
in this document by the Company
for the exclusive purpose of
implementing, administering and
managing your participation in
the Plan. You understand that
the Company holds certain
personal information about you,
including, but not limited to,
name, home address and
telephone number, date of
birth, social security or
insurance number or other
identification number, salary,
nationality, job title, any
shares of stock or
directorships held in the
Company, details of all Awards
or any other entitlement to
Shares awarded, cancelled,
purchased, exercised, vested,
unvested or outstanding in your
favor for the purpose of
implementing, managing and
administering the Plan
(“Data”). You understand that
the Data may be transferred to
any third parties assisting in
the implementation,
administration and management
of the Plan, that these
recipients may be located in
your country or elsewhere and
that the recipient country may
have different data privacy
laws and protections than your
country. You may request a
list with the names and
addresses of any potential
recipients of the Data by
contacting the Company. You
authorize the recipients to
receive, possess, use, retain
and transfer the Data, in
electronic or other form, for
the purposes of implementing,
administering and managing your
participation in the Plan,
including any requisite
transfer of such Data, as may
be required to a broker or
other third party with whom you
may elect to deposit any Shares
acquired under the Plan. You
understand that Data will be
held only as long as is
necessary to implement,
administer and manage
participation in the Plan. You
understand that you may view
your Data, request additional
information about the storage
and processing of the Data,
require any necessary
amendments to the Data or
refuse or withdraw the consents
herein, in any case without
cost, by contacting the
Committee in writing. You
understand that refusing or
withdrawing consent may affect
your ability to participate in
the Plan.
	 
	 	 	 	 
	26.

	 	Other Information
	 	You agree to receive
shareholder information,
including copies of any annual
report, proxy statement and
periodic report, from the
Company’s website at
www.lifevantage.com, if the
Company wishes to provide such
information through its
website. You acknowledge that
copies of the Plan, Plan
prospectus, Plan






 









 






	 	 	 	 	 

	 

	 	 	 	information
and stockholder information are
also available upon written or
telephonic request to the
Committee and/or the Board.
	 
	 	 	 	 
	27.

	 	Nondisclosure of Confidential
Information
	 	You acknowledge that the
businesses of the Company is
highly competitive and that the
Company’s strategies, methods,
books, records, and documents,
technical information
concerning their products,
equipment, services, and
processes, procurement
procedures and pricing
techniques, the names of and
other information (such as
credit and financial data)
concerning former, present or
prospective customers and
business affiliates, all
comprise confidential business
information and trade secrets
which are valuable, special,
and unique assets which the
Company uses in their business
to obtain a competitive
advantage over competitors.
You further acknowledge that
protection of such confidential
business information and trade
secrets against unauthorized
disclosure and use is of
critical importance to the
Company in maintaining its
competitive position. You
acknowledge that by reason of
your duties to and association
with the Company, you have had
and will have access to and
have and will become informed
of confidential business
information which is a
competitive asset of the
Company. You hereby agree that
you will not, at any time
during or after employment,
make any unauthorized
disclosure of any confidential
business information or trade
secrets of the Company, or make
any use thereof, except in the
carrying out of services
responsibilities. You shall
take all necessary and
appropriate steps to safeguard
confidential business
information and protect it
against disclosure,
misappropriation, misuse, loss
and theft. Confidential
business information shall not
include information in the
public domain (but only if the
same becomes part of the public
domain through a means other
than a disclosure prohibited
hereunder). The above
notwithstanding, a disclosure
shall not be unauthorized if
(i) it is required by law or by
a court of competent
jurisdiction or (ii) it is in
connection with any judicial,
arbitration, dispute resolution
or other legal proceeding in
which your legal rights and
obligations as a service
provider or under this
Agreement are at issue;
provided, however, that you
shall, to the extent
practicable and lawful in any
such events, give prior notice
to the Company of your intent
to disclose any such
confidential business
information in such context so
as to allow the Company an
opportunity (which you will not
oppose) to obtain such
protective orders or similar
relief with respect thereto as
may be deemed appropriate. Any
information not specifically
related to the Company would
not be considered confidential
to the Company.
	 
	 	 	 	 
	 

	 	 	 	The Company will be entitled to
enforce its rights under this
Agreement specifically, to
recover damages by reason of
any






 









 






	 	 	 	 	 

	 

	 	 	 	breach of any provision of
this Agreement and to exercise
all other rights to which it
may be entitled. You agree and
acknowledge that money damages
may not be an adequate remedy
for breach of the provisions of
this Agreement and that the
Company may in its sole
discretion apply to any court
of law or equity of competent
jurisdiction for specific
performance and/or injunctive
relief in order to enforce or
prevent any violations of the
provisions of this Agreement.
	 
	 	 	 	 
	28.

	 	Further Assistance
	 	You agree to provide assistance
reasonably requested by the
Company in connection with
actions taken by you while
providing services to the
Company, including but not
limited to assistance in
connection with any lawsuits or
other claims against the
Company arising from events
during the period in which you
rendered service to the
Company.
	 
	 	 	 	 
	29.

	 	Notice
	 	All notices, requests, demands,
claims, and other
communications under this
Agreement shall be in writing.
Any notice, request, demand,
claim, or other communication
under this Agreement shall be
deemed duly given if (and then
two business days after) it is
sent by registered or certified
mail, return receipt requested,
postage prepaid, and addressed
to the intended recipient at
the address set forth below the
recipient’s signature to this
Agreement. Either party to
this Agreement may send any
notice, request, demand, claim,
or other communication under
this Agreement to the intended
recipient at such address using
any other means (including
personal delivery, expedited
courier, messenger service,
telecopy, ordinary mail, or
electronic mail), but no such
notice, request, demand, claim,
or other communication shall be
deemed to have been duly given
unless and until it actually is
received by the intended
recipient. Either party to
this Agreement may change the
address to which notices,
requests, demands, claims, and
other communications hereunder
are to be delivered by giving
the other party notice in the
manner set forth in this
section.






 






In consideration of the Company granting you this Option, please acknowledge your

agreement to fully comply with all of the terms and conditions described above and in the Plan

and Plan prospectus by signing this Agreement in the space provided in the cover sheet and

returning it promptly to:




LIFEVANTAGE CORPORATION

Attention: Corporate Secretary

11545 WEST BERNARDO COURT, SUITE 301

SAN DIEGO CA 92127





 









 








LIFEVANTAGE CORPORATION

NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION BY OPTIONEE




Lifevantage Corporation

11545 West Bernardo Court, Suite 301

San Diego, California 92127

Attention: Secretary




Re:     Exercise of Incentive Stock Option to Purchase Shares of Company Stock





	 	 

	 

	[PRINT NAME OF OPTIONEE]






          Pursuant to the Incentive Stock Option Agreement dated ___________________, ______
between Lifevantage Corporation, a Colorado corporation, (the “Company”) and me, made pursuant to
the 2010 Long-Term Incentive Plan (the “Plan”), I hereby request to purchase _______ Shares (whole
number only and must be not less than twenty-five Shares or the remaining number of vested Shares
subject to this Option) of common stock of the Company (the “Shares”), at the exercise price of
$__________ per Share. I am hereby making full payment of the aggregate exercise price by one or
more of the following forms of payment in accordance with the whole number percentages that I have
provided below. I further understand and agree that I will timely satisfy any and all applicable
tax withholding obligations as a condition of this Option exercise.




	 	 	 
	Percentage	 	 
	of Payment	 	Form of Payment As Provided In the Incentive Stock Option Agreement
	_____%

	 	Cash/My Personal Check/Cashier’s Check/Money Order (payable to
“Lifevantage Corporation”)
	 
	 	 
	_____%
100%

	 	Surrender of vested Shares (Valued At Their Fair Market Value) Owned
By Me For More Than Six (6) Months






	 	 	 	 	 

	Check one:

	 	o
	 	The Shares certificate is to be issued and registered in my name only.
	 
	 	 	 	 
	 

	 	o
	 	The Shares certificate is to be issued and registered in my name
and my spouse’s name.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	[PRINT SPOUSE’S NAME, IF CHECKING SECOND BOX]

	 
	 	 	 	 
	 

	 	 	 	Check one (if checked second box above):
	 
	 	 	 	 
	 

	 	 	 	o Community Property or o Joint Tenants With Right of
Survivorship






          I acknowledge that I have received, understand and continue to be bound by all of the terms
and conditions set forth in the Plan, Plan prospectus and in the Incentive Stock Option Agreement.




Dated: __________________




	 	 	 
	 	 	 

	 

	 	 
	(Optionee’s Signature)

	 	(Spouse’s Signature)**
	 
	 	 
	 

	 	**Spouse must sign this Notice of Exercise if
listed above.
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	(Full Address)

	 	(Full Address)








 




			
	*	 	THIS NOTICE OF EXERCISE MAY BE REVISED BY THE COMPANY AT ANY TIME WITHOUT NOTICE.