sfifeexecutivebenefitspa






GDSVF&H\5569757.3  AMENDED AND RESTATED KEY EXECUTIVE BENEFIT PACKAGE  LifeVantage has established this Key Executive Benefit Package to attract, motivate and  retain certain key executives of the company.  You are considered a Key Executive upon  execution of this agreement. The components of the Key Executive Benefit Package are included  below.   1. Position and Responsibilities. As of the Effective Date, you will commence  serving as President and Chief Executive Officer of the Company.  You shall have the duties,  responsibilities and authority that are customarily associated with such position and such other  senior management duties as may reasonably be assigned.  You will devote your full time,  efforts, abilities, and energies to promote the general welfare and interests of the Company and  any related enterprises of the Company.  Unless otherwise approved in writing by the Chairman  of the Company’s Board of Directors, your primary workplace will be located at the Company’s  headquarters located in Lehi, Utah.  Nothing herein shall preclude you from (i) serving, with the  prior consent of the Board of Directors, as a member of the board of directors or advisory boards  (or their equivalents in the case of a non-corporate entity) of non-competing businesses and  charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii)  managing your personal investments and affairs; provided, however, that the activities set out in  clauses (i), (ii) and (iii) shall be limited by you so as not to materially interfere, individually or in  the aggregate, with the performance of your duties and responsibilities hereunder.  2. Annual Incentive Plan.  As a key executive and during your continued  employment as a key executive, you will be eligible to participate in the Employee Annual  Incentive Plan at the level indicated in Exhibit A pursuant to the details of Board of Directors’  approved Annual Incentive Plan.  Any Annual Incentive Award shall be paid to you during the  first three months of the fiscal year that follows the applicable performance fiscal year.  The  Annual Incentive Award will be deemed to have been earned on the date of payment of such  bonus and you must remain an employee of the Company through the date of payment in order  to receive the Award.  3. Long Term Incentive Compensation Plan.  As a key executive and during your  continued employment as a key executive, you will be eligible to participate in the Board of  Directors’ approved Employee Equity Plan pursuant to the plan details.  Such equity grants, if  any, will be made in the sole discretion of the Board of Directors and will be subject to the terms  and conditions specified by the Board of Directors, the Company’s stock plan, the award  agreement that you must execute as a condition of any grant and the Company’s insider trading  policy.  If required by applicable law with respect to transactions involving Company equity  securities, you agree that you shall use your best efforts to comply with any duty that you may  have to (i) timely report any such transactions and (ii) to refrain from engaging in certain  transactions from time to time.  The Company has no duty to register under (or otherwise obtain  an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect  to any Company equity securities that may be issued to you.   4. Employee Benefit Programs.  During your employment with the Company, and  except as may be provided under an employee stock purchase plan, you will be entitled to  participate, in all Company employee benefit plans and programs at the time or thereafter made  available to Key Executives including, without limitation, any savings or profit sharing plans,  deferred compensation plans, stock option incentive plans, group life insurance, accidental death  DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-2-  GDSVF&H\5569757.3  and dismemberment insurance, hospitalization, surgical, major medical and dental coverage,  vacation, sick leave (including salary continuation arrangements), long-term disability, holidays  and other employee benefit programs sponsored by the Company.  The Company may amend,  modify or terminate these benefits at any time and for any reason.  Any change in any employee  benefit program or programs applicable to all covered key executive employees or all covered  employees shall not constitute a material breach of the terms of the Agreement.  LifeVantage will pay all or a portion of the costs associated with the following company  employee benefit plans:  a. Life Insurance  b. Long Term Disability  c. Short Term Disability  d. Health Insurance   e. Dental Insurance   f. Vision Insurance      5. Termination of Employment.  Unless the Company requests otherwise in writing,  upon termination of your employment for any reason, you understand and agree that you shall be  deemed to have also immediately resigned from all positions as a key executive with the  Company (and its affiliates) as of your last day of employment (the “Termination Date”).  Upon  termination of your employment for any reason, you shall receive payment or benefits from the  Company covering the following: (i) all unpaid salary and unpaid vacation accrued pursuant to  the paid time off policy through the Termination Date, (ii) any payments/benefits to which you  are entitled under the express terms of any applicable Company employee benefit plan, (iii) any  unreimbursed valid business expenses for which you have submitted properly documented  reimbursement requests, and (iv) your then outstanding equity compensation awards as governed  by their applicable terms (collectively, (i) through (iv) are the “Accrued Pay”).  You may also  be eligible for other post-employment payments and benefits as provided in this Agreement.  Termination shall not be made until on or after the date of a “separation from service” within the  meaning of Code Section 409A.  (a) At-Will Employment.  Your employment with the Company is at-will  and either you or the Company may terminate your employment at any time and for any reason  (or no reason), with or without Cause (as defined below), in each case subject to the terms and  provisions of this Agreement.   (b) For Cause.  For purposes of this Agreement, your employment may be  terminated by the Company for “Cause” as a result of the occurrence of one or more of the  following:   (i) a charge, through indictment or criminal complaint, entry of  pretrial diversion or sentencing agreement, or your conviction of, or a plea of guilty or nolo  contendere to, a felony or other crime involving moral turpitude, dishonesty or fraud, or any  other criminal arrest (for example D.U.I.) which the Company, in its discretion considers  inappropriate or harmful to its interests;  (ii) your refusal, or inability to satisfactorily, in the judgment or your  supervisor, perform in any material respect your duties and responsibilities for the Company or  DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-3-  GDSVF&H\5569757.3  your failure to comply in any material respect with the terms of this Agreement and the  Confidentiality Agreement and the policies and procedures of the Company;   (iii) fraud or deceptive or illegal conduct in your performance of duties  for the Company;   (iv) your material breach of any material term of this Agreement; or  (v) any conduct by you which is materially injurious to the Company  or materially injurious to the business reputation of the Company or a Company affiliate.    In the event your employment is terminated by the Company for Cause you will be  entitled only to your Accrued Pay and you will be entitled to no other compensation from the  Company.    (c) Without Cause.  The Company may terminate your employment Without  Cause at any time and for any reason with notice.  If your employment is terminated Without  Cause then, in addition to your Accrued Pay, you will be eligible to receive payments equal, in  the aggregate amount, to six months of your base salary as of the Termination Date.  Such  payments shall be paid to you in cash, in substantially equal monthly installments payable over  the six (6) month period following your Termination Date; provided, however, the first payment  (in an amount equal to two (2) months of Base Salary) shall be made on the sixtieth (60th) day  following the Termination Date.  As a condition to receiving (and continuing to receive) the  payments provided in this Section you must: (i) within not later than forty-five (45) days after  your Termination Date, execute (and not revoke) and deliver to the Company a Separation  Agreement in a form prescribed by the Company and such Separation Agreement shall include  without limitation a release of all claims against the Company and its affiliates along with a  covenant not to sue and (ii) remain in full compliance with such Separation Agreement and this  Key Executive Benefit Package.   (d) Voluntary Termination.  In the event you voluntarily terminate your  employment with the Company, you will be entitled to receive only your Accrued Pay.  You will  be entitled to no other compensation from the Company.    (e) Death or Disability.  In the event your employment with the Company is  terminated due to your Disability, death or presumed death, then you or your estate will be  entitled to receive your Accrued Pay.  For purposes of this plan, “Disability” is defined to occur  when you are unable to engage in any substantial gainful activity by reason of any medically  determinable physical or mental impairment which can be expected to result in death or which  has lasted or can be expected to last for a continuous period of not less than twelve (12) months.  6. Proprietary Information and Inventions Agreement; Confidentiality.  You will  be required, as a condition of your employment with the Company, to timely execute the  Company’s form of proprietary information and inventions agreement as may be amended from  time to time by the Company (“Confidentiality Agreement”).   7. Governing Law; Arbitration.  To the extent not preempted by federal law, this  Agreement will be deemed a contract made under, and for all purposes shall be construed in  accordance with, the laws of Utah.  Any controversy or claim relating to this Agreement or any  DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-4-  GDSVF&H\5569757.3  breach thereof, and any claims you may have arising from or relating to your employment with  the Company, will be settled solely and finally by arbitration in Salt Lake City, Utah before a  single arbitrator and judgment upon such award rendered by the arbitrator may be entered in any  court having jurisdiction thereof, provided that this Section shall not be construed to eliminate or  reduce any right the Company or you may otherwise have to obtain a temporary restraining order  or a preliminary or permanent injunction to enforce any of the covenants contained in this  Agreement before the matter can be heard in arbitration.  8. Taxes.  The Company shall have the right to withhold and deduct from any  payment hereunder any federal, state or local taxes of any kind required by law to be withheld  with respect to any such payment.  The Company shall not be liable to you or other persons as to  any unexpected or adverse tax consequence realized by you and you shall be solely responsible  for the timely payment of all taxes arising from this Agreement that are imposed on you.  This  Agreement is intended to comply with the applicable requirements of Code Section 409A and  shall be limited, construed and interpreted in a manner so as to comply therewith.  Each payment  made pursuant to any provision of this Agreement shall be considered a separate payment and  not one of a series of payments for purposes of Code Section 409A.  While it is intended that all  payments and benefits provided under this Agreement to you will be exempt from or comply  with Code Section 409A, the Company makes no representation or covenant to ensure that the  payments under this Agreement are exempt from or compliant with Code Section 409A.  The  Company will have no liability to you or any other party if a payment or benefit under this  Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or  compliant.  In addition, if upon your Termination Date, you are then a “specified employee” (as  defined in Code Section 409A), then solely to the extent necessary to comply with Code Section  409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer  payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a  result of and within six (6) months following your Termination Date until the earlier of (i) the  first business day of the seventh (7th) month following your Termination Date or (ii) ten (10)  days after the Company receives written confirmation of your death. Any such delayed payments  shall be made without interest.  Additionally, the reimbursement of expenses or in-kind benefits  provided pursuant to this Agreement shall be subject to the following conditions: (1) the  expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the  expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the  reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the  Company’s applicable policies, but in no event later than the end of the year after the year in  which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not  be subject to liquidation or exchange for another benefit.  9. Entire Agreement.  Except as otherwise specifically provided in this Agreement,  this Agreement, the offer letter between you and the Company dated the date hereof (and the  agreements referenced herein) contains all the legally binding understandings and agreements  between you and the Company pertaining to the subject matter of this Agreement and supersedes  all such agreements, whether oral or in writing, previously discussed or entered into between the  parties including without limitation any term sheets regarding your potential employment with  the Company.  As a material condition of this Agreement, you represent that by entering into this  Agreement or by becoming a Company employee you are not violating the terms of any other  contract or agreement or other legal obligations that would prohibit you from performing your  duties for the Company.  You further agree and represent that in providing your services to the  DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-5-  GDSVF&H\5569757.3  Company you will not utilize or disclose any other entity's trade secrets or confidential  information or proprietary information.  You represent that you are not resigning employment or  relocating any residence in reliance on any promise or representation by the Company regarding  the kind, character, or existence of such work, or the length of time such work will last, or the  compensation therefor.  10. Non-Competition and Non-Solicitation.    (a) Non-solicitation of employees and consultants.  During your  employment and for a period of two years after your employment terminates, you will not  directly or indirectly solicit or induce, or attempt to solicit or induce, any employee or consultant,  to include independent contractors, of the Company to quit their employment or cease rendering  services to the Company, unless you are specifically authorized to do so by the Company in  writing.  (b) Non-solicitation of Independent Distributors or Customers.  To the  extent permitted under applicable law, and in order to protect the Confidential Information and  preserve the Company’s relationships with its prospects and customers, you agree that for a  period of two (2) years after your employment with the Company ends for any reason, you will  not directly or indirectly solicit any Independent Distributor, Preferred Customer or Direct Retail  Customer for another competing Network Marketing Venture consisting of nutritional  supplements or any other product (any product in the same generic product category as a  Company product is deemed to be competing (e.g., any nutritional supplement is in the same  generic category as Company’s nutritional supplements, and is therefore a competing product,  regardless of differences in cost, quality, ingredients or nutrient content) or service of the  Company at the time of your termination with any prospect or customer of the Company. By  signing the Agreement, you acknowledge and agree that the Company is trying to protect  legitimate business interests by this prohibition and such prohibition is reasonable in its scope  and duration.   (c) Non-Competition.  You shall not, for a period of one (1) year after your  employment with the Company ends for any reason, engage in, advise or consult with, or accept  employment with any company, business or any entity, or contribute your knowledge to any  work or activity that involves a product, process, provision of services or distribution channel  (network marketing) as offered by the Company, the development and/or sales of nutritional  supplements, or any other product or service of the Company which is competitive with and the  same as or similar to a product, process, or provision of services or distribution channel (network  marketing) on which you worked or with respect to which you had access to confidential  information while with the Company. Following expiration of said one-year period, you shall  continue to be obligated under the confidential provisions of this Agreement and of your  proprietary information and inventions agreement not to disclose and/or use confidential  information so long as it shall remain proprietary or protectable as confidential or trade secret  information.  You acknowledge that this restraint is reasonable as to time and geographic limits  and is necessary to protect the Company’s Confidential Information, and that it will not unduly  restrict your ability to secure suitable employment after leaving the Company.  (d) Modification By Court.  If any court or arbitrator determines that any  post-employment restrictive covenant is unreasonable in any respect, you agree that the Court  may modify any unreasonable terms and enforce the agreement as modified.  DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-6-  GDSVF&H\5569757.3  (e) Extension of Non-Compete.  For any period of time in which you are  found to be in violation of any of the above non-compete or non-solicitation agreements, that  period of time shall be added on to the length of the restriction or period of protection for the  Company.  (f) Notice to Subsequent Employers.  You agree that the Company may  provide notice of your obligations under any provision of this Agreement to any company or  future employer of yours should the Company consider it necessary for the enforcement of those  obligations.  11. Covenants.  As a condition of this Agreement and to your receipt of any post- employment benefits, you agree that you will fully and timely comply with all of the covenants  set forth in this subsection (which shall survive your termination of employment and termination  or expiration of this Agreement):  (a) You will fully comply with all obligations under the Confidentiality  Agreement and further agree that the provisions of the Confidentiality Agreement shall  survive any termination or expiration of this Agreement or termination of your  employment or any subsequent service relationship with the Company:  (i) Within five (5) days of the Termination Date, you shall return to  the Company all Company confidential information including, but not limited to, intellectual  property, etc., and you shall not retain any copies, facsimiles or summaries of any Company  proprietary information;  (ii) You will not at any time make (or direct anyone to make) any  disparaging statements (oral or written) about the Company, or any of its affiliated entities,  officers, directors, employees, stockholders, representatives or agents, or any of the Company’s  products or services or work-in-progress, that are harmful to their businesses, business  reputations or personal reputations;  (iii) You agree that during the period of your employment with the  Company and thereafter, you will not utilize any trade secrets of the Company in order to solicit,  either on behalf of yourself or any other person or entity, the business of any client or customer  of the Company, whether past, present or prospective.  The Company considers the following,  without limitation, to be its trade secrets:  Financial information, administrative and business  records, analysis, studies, governmental licenses, employee records (including but not limited to  counts and goals), prices, discounts, financials, electronic and written files of Company policies,  procedures, training, and forms, written or electronic work product that was authored, developed,  edited, reviewed or received from or on behalf of the Company during period of employment,  Company developed technology, software, or computer programs, process manuals, products,  business and marketing plans and or projections, Company sales and marketing data, Company  technical information, Company strategic plans, Company financials, vendor affiliations,  proprietary information, technical data, trade secrets, know-how, copyrights, patents, trademarks,  intellectual property, and all documentation related to or including any of the foregoing; and  (iv) You agree that, upon the Company’s request and without any  payment therefore, you shall reasonably cooperate with the Company (and be available as  DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-7-  GDSVF&H\5569757.3  necessary) after the Termination Date in connection with any matters involving events that  occurred during your period of employment with the Company.  (b) You also agree that you will fully and timely comply with all of the  covenants set forth in this subsection (which shall survive your termination of employment and  termination or expiration of this Agreement):  (i) You will fully pay off any outstanding amounts owed to the  Company no later than their applicable due date or within thirty days of your Termination Date  (if no other due date has been previously established);   (ii) Within five (5) days of the Termination Date, you shall return to  the Company all Company property including, but not limited to, computers, cell phones, pagers,  keys, business cards, etc.;  (iii) Within thirty (30) days of the Termination Date, you will submit  any outstanding expense reports to the Company for expenses incurred prior to the Termination  Date; and  (iv) As of the Termination Date, you will no longer represent that you  are an officer, director or employee of the Company and you will immediately discontinue using  your Company mailing address, telephone, facsimile machines, voice mail and e-mail;   (c) You agree that you will strictly adhere to and obey all Company rules,  policies, procedures, regulations and guidelines, including but not limited to those contained in  the Company’s employee handbook, as well any others that the Company may establish  including without limitation any policy the Company adopts on the recoupment of compensation  (“Clawback Policy”).  12. Offset.  Any severance or other payments or benefits made to you under this  Agreement may be reduced, in the Company’s discretion, by any amounts you owe to the  Company provided that any such offsets do not violate Code Section 409A.  13. Notice.  Any notice that the Company is required to or may desire to give you  shall be given by personal delivery, recognized overnight courier service, email, telecopy or  registered or certified mail, return receipt requested, addressed to you at your address of record  with the Company, or at such other place as you may from time to time designate in writing.   Any notice that you are required or may desire to give to the Company hereunder shall be given  by personal delivery, recognized overnight courier service, email, telecopy or by registered or  certified mail, return receipt requested, addressed to the Company’s General Counsel at its  principal office, or at such other office as the Company may from time to time designate in  writing.  The date of actual delivery of any notice under this Section shall be deemed to be the  date of delivery thereof.  14. Waiver; Severability.  No provision of this Agreement may be amended or  waived unless such amendment or waiver is agreed to by you and the Company in writing and  such amendment or waiver expressly references this Section.  No waiver by you or the Company  of the breach of any condition or provision of this Agreement will be deemed a waiver of a  similar or dissimilar provision or condition at the same or any prior or subsequent time.  Except  DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-8-  GDSVF&H\5569757.3  as expressly provided herein to the contrary, failure or delay on the part of either party hereto to  enforce any right, power, or privilege hereunder will not be deemed to constitute a waiver  thereof.  In the event any portion of this Agreement is determined to be invalid or unenforceable  for any reason, the remaining portions shall be unaffected thereby and will remain in full force  and effect to the fullest extent permitted by law.  15. Voluntary Agreement.  You acknowledge that you have been advised to review  this Agreement with your own legal counsel and other advisors of your choosing and that prior to  entering into this Agreement, you have had the opportunity to review this Agreement with your  attorney and other advisors and have not asked (or relied upon) the Company or its counsel to  represent you or your counsel in this matter.  You further represent that you have carefully read  and understand the scope and effect of the provisions of this Agreement and that you are fully  aware of the legal and binding effect of this Agreement.  This Agreement is executed voluntarily  by you and without any duress or undue influence on the part or behalf of the Company.  16. Key-Man Insurance.  The Company shall have the right to insure your life for the  sole benefit of the Company, in such amounts, and with such terms, as it may determine.  All  premiums payable thereon shall be the obligation of the Company.  You shall have no interest in  any such policy, but you agree to cooperate with the Company in taking out such insurance by  submitting to physical examinations, supplying all information required by the insurance  company, and executing all necessary documents, provided that no financial obligation is  imposed on you by any such documents.  ACKNOWLEDGED AND AGREED:    This ____ day of ______________, 2021.  This ____ day of ______________, 2021.    LIFEVANTAGE CORPORATION KEY EXECUTIVE                     BY:  Michael Beindorff  Name: Steven R. Fife  TITLE:  Chairman, Compensation Committee  of the Board of Directors     DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C 





 






-9-  GDSVF&H\5569757.3  EXHIBIT A  TARGET ANNUAL INCENTIVE    Name Title Target Annual  Incentive  Date  Steven Fife Chief Financial Officer 50%  7/1/2020 - 8/31/2020  Steven Fife President and CEO 70% Beginning 9/1/2020            DocuSign Envelope ID: 831D03D8-7992-4038-AFEA-409E2E20977C