Exhibit 10.8 Nu Skin Enterprises Change of Control Severance Plan






NU SKIN ENTERPRISES,
INC. CHANGE OF CONTROL SEVERANCE PLAN FOR ___________________ 



(Effective as of
August 9, 2006) 








NU SKIN ENTERPRISES,
INC. 



CHANGE OF CONTROL
SEVERANCE PLAN FOR ___________________ 



PREAMBLE 



WHEREAS, Nu Skin Enterprises, Inc.
(the “Company”) believes that, in the event it is confronted with a situation
that could result in a change in ownership or control of the Company, continuity of
management will be essential to its ability to evaluate and respond to such a situation in
the best interests of shareholders; 


WHEREAS, the Company also understands that any
such situation will present significant concerns for certain key management personnel at
the Company and designated senior officers of its subsidiaries or other affiliates with
respect to financial and job security; 



WHEREAS, the Company wants to be proactive
in assuring itself and its subsidiaries and affiliates of the services of these critical
individuals during the period in which it is confronting such a situation, and in
providing such individuals with certain financial assurances to enable them to (i) perform
their responsibilities without undue distraction and (ii) exercise their judgment without
bias due to their personal circumstances; 


WHEREAS, the Company wishes to provide
these financial assurances in a uniform and equitable manner without engaging in
negotiations with individual executives. 


NOW, THEREFORE, this Nu Skin Enterprises,
Inc. Change of Control Severance Plan for ___________________ (the “Plan”) is
effective as of August 9, 2006, to provide such assurances for ___________________. 



ARTICLE 1
DEFINITIONS 



1.1        
         "Accrued Obligations"
has the meaning set forth in Section 2.3(a)(iii). 




1.2        
“Affiliate” means any corporation, partnership, limited liability
company, business trust or other entity in which the Company owns, directly or indirectly,
more than 50% of the Voting Power in such entity. 



1.3        
           "Aggregate
Parachute Payments" has the meaning set forth in Section 3.2. 





1.4           “Annual
Compensation” shall mean the sum of (i) Participant’s annual Base Pay, and
(ii) the higher of (A) Participant’s actual annual incentive compensation payment(s)
with respect to services performed in the calendar year prior to Participant’s Year
of Termination, or (B)  Participant’s target bonus the year of Termination; provided, however, that in the case
Participant’s annual compensation for services consists in any material fashion of
commissions and/or other forms of compensation other than Base Pay and annual incentive
pay, the Compensation Committee shall determine the amount of Participant’s Annual
Compensation. 









1.5           “Base
Pay” means Participant’s annual base salary, excluding bonuses, commissions,
incentive and all other remuneration for services rendered to the Company and prior to
reduction for any salary deferrals, including but not limited to, deferrals under plans
established pursuant to Section 125 of the Code or qualified pursuant to Section 401(k) of
the Code. 



1.6                   "Board"
shall mean the Board of Directors of the Company. 





1.7           “Cause”
means any of the following: (1) the Participant’s theft, dishonesty,
misappropriation or conversion of assets or opportunities belonging to the Company or
falsification of any documents or records related to the Company or any of its Affiliates;
(2) the Participant’s improper use or disclosure of the Company’s or any of
its Affiliate’s confidential or proprietary information; (3) any action by the
Participant which has a material detrimental effect on the reputation or business of the
Company or any of its Affiliates including the commission of an act of fraud or
intentional misrepresentation; (4) the Participant’s failure or inability to
perform any reasonable assigned duties, if such failure or inability is reasonably capable
of cure, after being provided with a reasonable opportunity to cure, such failure or
inability; (5) any material breach by the Participant of any employment or service
agreement between the Participant and the Company or any of its Affiliates or applicable
policy of the Company or any of its Affiliates, including any non-disclosure agreement or
other duty of confidentiality or insider trading policy, unless such breach can be cured
and is cured pursuant to the terms of such agreement; (6) breach of any applicable
restrictive covenant evidenced by an agreement between the Participant and the Company or
any Affiliate, including breach of any applicable non-competition or non-solicitation
provision and/or improper disclosure or misuse of any confidential or proprietary
information, or (7) the Participant’s conviction (including any plea of guilty
or nolo contendere) of any criminal act which impairs the Participant’s ability to
perform his or her duties with the Company or any of its Affiliates or conduct related to
the Participant’s service for which either criminal or civil penalties may be sought.
Notwithstanding the foregoing, the definition of “Cause” in an individual
written agreement, other than an individual written agreement for stock awards, between
the Company or any of its Affiliates and the Participant shall supersede the foregoing
definition (it being understood, however, that if no definition of the term Cause is set
forth in such an individual written agreement, the foregoing definition shall apply). 



1.8                   "Change of Control"
shall be deemed to have occurred if any of the following events shall occur: 





          	(a) 	  	
               The sale, exchange, lease or other disposition, in one or a series of related
               transactions, of all or substantially all of the assets of the Company to a
               “person” or “group” (as such terms are defined or described
               in Sections 3(a)(9), 13(d)(3) or 14(d)(2) of the Exchange Act); 



               








          	(b) 	  	
               Any person or group is or becomes the Beneficial Owner, directly or indirectly,
               of more than 50% of the total Voting Power of the voting stock of the Company
               (or any successor to all or substantially all of the assets of the Company or
               any entity which controls the Company), including by way of merger,
               consolidation or otherwise; 



               



          	(c) 	  	
               Either a merger or consolidation of the Company with or into another person (as
               defined by Section 13(d) or 14(d) of the Exchange Act) if the shareholders of
               the Common Stock of the Company immediately prior to such transaction are not
               the Beneficial Owners of a majority of the outstanding common stock of the
               surviving company or its parent immediately after the transaction; 



               



          	(d) 	  	
               During any period of two (2) consecutive years, individuals who at the beginning
               of such period constituted the Board (together with any new Directors whose
               election by such Board or whose nomination for election by the shareholders of
               the Company was approved by a vote of a majority of the Directors of the Company
               then still in office, who were either Directors at the beginning of such period
               or whose election or nomination for election was previously so approved) cease
               for any reason to constitute a majority of the Board then in office; or 



               



          	(e) 	  	
               A dissolution or liquidation of the Company. 



               



        Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred merely as a result
of an underwritten offering of the equity securities of the Company where no Person
(including any “group” (within the meaning of Rule 13d-5(b) under the Exchange
Act)) acquires more than twenty-five percent (25%) of the beneficial ownership interests
in such securities. 



1.9                   "Code"
means the Internal Revenue Code of 1986, as amended. 





1.10                  "Company"
means Nu Skin Enterprises, Inc., a Delaware corporation, or any successor company. 





1.11           “Compensation
Committee” means a committee comprised of the persons who, prior to or at the
time of a Potential Change of Control or an actual Change of Control, are serving as the
members of the Compensation Committee of the Company’s Board. Following the
occurrence of a Potential Change of Control or Change of Control, the Company shall not
have the right to change the individuals who serve on the committee acting as the
Compensation Committee. Any vacancies on such Committee following the occurrence of a
Change of Control shall be filled, if at all, by a vote of at least 75% of the individuals
then still serving as members of the Compensation Committee. 



1.12           “Date of
Termination” means the date of receipt of a Notice of Termination or, if later,
the date of termination of Participant’s employment specified therein. 



1.13                  "ERISA" means the
Employee Retirement Income Security Act of 1974, as amended. 









1.14                  "Exchange Act" means the
Securities Exchange Act of 1934, as amended. 





1.15                    "Excise Tax" has the
meaning set forth in Section 3.1. 





1.16                  "Excise Tax Gross-Up
Payment" has the meaning set forth in Section 3.3(b). 




1.17                  "End Date" means the
18-month anniversary of the Date of Termination. 




1.18           “Good
Reason” means the occurrence of any of the following, without the express written
consent of Participant, after the occurrence of a Change of Control: 



          	(a) 	  	
               the assignment to Participant of any duties inconsistent in any material adverse
               respect with Participant’s position, authority or responsibilities as in
               effect immediately prior to a Change of Control, or any other material adverse
               change in such position, including authority or responsibilities; 



               



          	(b) 	  	
               any failure by the Company to continue to provide Participant with Base Pay,
               incentive compensation opportunities, and other material benefits (including,
               but not limited to, savings plans, defined benefit plans, welfare benefit plans
               and perquisites) at a level which is, in the aggregate, at least equal to that
               in effect immediately prior to a Change of Control, but shall not include any
               reduction in incentive compensation opportunities or other material benefits
               that are part of an across-the-board reduction of the incentive compensation or
               other material benefits of employees who are similarly situated with respect to
               Participant; 



               



          	(c) 	  	
               the Company’s requiring Participant to be based at any office or location
               more than 49 miles from that location at which he performed his services
               immediately prior to the Change of Control, except for travel reasonably
               required in the performance of Participant’s responsibilities; or 



               



          	(d) 	  	
               any failure by the Company or an Affiliate to obtain the commitment of any
               successor in interest or failure on the part of such successor in interest to
               perform the obligations to Participant under this Plan or any employee-related
               obligations assumed by the successor in interest in connection with its
               acquisition of the Company or an Affiliate. 



               



        The
occurrence of the events or conditions in clauses (a)-(d) shall not constitute Good Reason
unless Participant provides written notice of the action(s) or omission(s) deemed to
constitute Good Reason in accordance with the provisions hereof and the Company or, if
applicable, an Affiliate fails to remedy such action(s) or omission(s) within 30 days
after the receipt of such written notice. In no event shall the mere occurrence of a
Change of Control, absent any further impact on Participant, be deemed to constitute Good
Reason. 



1.19                  "Group Welfare Benefit
Plans" has the meaning set forth in Section 2.3(b).  











1.20           “Notice of
Termination” Any termination by the Company (and/or, where applicable, an
Affiliate), whether with or without Cause, or by Participant for Good Reason shall be
communicated by Notice of Termination to Participant or the Company (or the applicable
Affiliate), as the case may be (except that such notice may be waived by the party
intended to receive such notice). A “Notice of Termination” means a written
notice given, in the case of a termination for Cause, within thirty (30) business days of
the Company’s (or the applicable Affiliate’s) having actual knowledge of the
events giving rise to such termination, and in the case of a termination for Good Reason,
within thirty (30) days of Participant’s having actual knowledge of the events giving
rise to such termination, and which (i) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Participant’s employment,
and (ii) if the termination date is other than the date of receipt of such notice,
specifies the Date of Termination (which date, in the case of any termination for other
than Good Reason, shall be not more than 15 days after the giving of such notice).
Notwithstanding any other provision hereunder, in the case of a termination for Good
Reason, the Date of Termination shall be 30 days after the Notice of Termination, provided
that Participant may not terminate his or her employment for Good Reason if the Company
(or the applicable Affiliate) cures the cause for such termination within 30 days of
receiving the Notice of Termination. The failure by Participant to set forth in the Notice
of Termination any fact or circumstance which contributes to a showing of Good Reason
shall not waive any right of Participant hereunder or preclude Participant from asserting
such fact or circumstance in enforcing his rights hereunder. A Notice of Termination shall
be given in writing and delivered by first class mail, return receipt requested (or other
form of delivery which requires signature for delivery), addressed to the Company’s
headquarters, if the notice is to the Company (or the applicable Affiliate), or to the
address of Participant on the Company’s (or the applicable Affiliate’s) records,
if addressed to Participant. 



1.21           “Nu Skin
Enterprises Deferred Compensation Plans” means the Nu Skin Enterprises, Inc.
Deferred Compensation Plan and any other deferred compensation plan sponsored by the
Company or any Affiliate that is unfunded and is maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated
employees. 



1.22        
“Participant” means ___________________. 



1.23                  "Payment Cap" has the
meaning set forth in Section 3.3(a). 






1.24           “Person”
means any person (within the meaning of Section 3(a)(9) of the Exchange Act, including any
group (within the meaning of Rule 13d-5(b) under the Exchange Act)), but excluding any of
the Company, any Affiliate or any employee benefit plan sponsored or maintained by the
Company or any Affiliate. 



1.25           “Potential Change
of Control” shall be deemed to have occurred if any of the following events shall
have occurred: 



          	(a) 	  	
               a Person commences a tender offer (with adequate financing) for securities
               representing at least 10% of the Voting Power of the Company’s securities; 



               



          	(b) 	  	
               the Company enters into an agreement the consummation of which would constitute
               a Change of Control; 



               










          	(c) 	  	
               at a time at which the Company is subject to the proxy disclosure rules of
               Section 14 of the Exchange Act, proxies for the election of directors of the
               Company are solicited by anyone other than the Company; or 



               



          	(d) 	  	
               any other event occurs which is deemed to be a Potential Change of Control by
               the Board. 



               



1.26                  "Plan" means the Nu Skin
Enterprises, Inc. Change of Control Severance Plan for ___________________. 





1.27                  "Section 280G
PlaceNameplaceSafe PlaceTypeHarbor Amount" has the meaning set forth in Section 3.2. 





1.28           “Separation
Agreement and General Release” means a written document that includes, but is not
limited to, a release of rights and claims from Participant, a confidentiality agreement,
a non-compete agreement, and an agreement not to solicit employees of the Company and its
Affiliates, in a form substantially similar to Exhibit A, as the same may be amended by
the Compensation Committee from time to time. 



1.29                  "Severance Amount" has
the meaning set forth in Section 2.3(a)(iv). 






1.30           “Voting
Power” means such number of the Voting Securities as shall enable the holders
thereof to cast such percentage of all the votes which could be cast in an annual election
of directors. 



1.31           “Voting
Securities” means all securities of a company entitling the holders thereof to
vote in an annual election of directors. 



1.32           “Year of
Termination” means the calendar year during which Participant’s employment
with the Company or any Affiliate is terminated. 



ARTICLE II  
BENEFITS PAYABLE 



2.1           Death; Disability or
Retirement. If Participant’s employment with the Company and/or any Affiliate is
terminated by reason of Participant’s death, voluntary retirement or termination of
employment as a result of Participant’s inability to perform the basic requirements
of his or her position due to physical or mental limitations, no benefits will be payable
under this Plan. 



2.2           Cause and Voluntary
Termination. If Participant’s employment with the Company and/or any Affiliate is
terminated for Cause or is voluntarily terminated by Participant (other than on account of
Good Reason), no benefits will be payable under this Plan. 



2.3           Termination by the
Company other than for Cause. If, during the two-year period following a Change of
Control, Participant’s employment is terminated by the Company and/or any Affiliate
other than for Cause, the Company shall provide (or the Company shall cause an Affiliate
to provide) Participant with the following compensation and benefits: 










               	(a) 	  	
                    Severance and Other Termination Payments. Participant shall be entitled
                    to receive the following upon the execution of a Separation Agreement and
                    General Release: 



                    



               	(i) 	  	
                    Participant’s full Base Pay through the Date of Termination; 



                    



               	(ii) 	  	
                    an amount (the “Pro-Rated Annual Incentive”) equal to the target
                    annual incentive compensation opportunity applicable to Participant for the
                    fiscal year in which the Date of Termination occurs (or, if there is no target
                    opportunity stated for such year, an amount equal to the average of the annual
                    incentive compensation payments made to Participant for the three calendar years
                    (or, if less, the number of calendar years during which Participant was employed
                    by the Company or any Affiliate) ended immediately prior to Participant’s
                    Year of Termination), multiplied by a fraction, the numerator of which is the
                    number of completed months in such fiscal year which have elapsed on or before
                    (and including) the Date of Termination and the denominator of which is 12; 



                    



               	(iii) 	  	
                    any vested amounts or benefits owing to Participant under any otherwise
                    applicable employee benefit plans and programs, both qualified and nonqualified,
                    and not yet paid and any accrued vacation pay not yet paid by the Company (the
                    “Accrued Obligations”); and 



                    



               	(iv) 	  	
                    a severance payment (the “Severance Amount”) equal to 1.5 times
                    Participant’s Annual Compensation. 



                    



        The
Base Pay, Pro-Rated Annual Incentives, and Severance Amount shall be paid in cash in a
single lump sum as soon as practicable, but in no event more than 30 days (or at such
earlier date required by law) following the later of (a) the Date of Termination or (b)
the execution of a Separation Agreement and General Release. The Pro-Rated Annual
Incentive shall be paid in cash as soon as practicable after the amount of each such
payment (or any portion thereof) can be determined. Accrued Obligations shall be paid in
accordance with the terms of the applicable plan, program or arrangement. 



          	(b) 	  	
               Continuation of Benefits. After the Date of Termination, Participant
               (and, to the extent applicable, his or her dependents) shall be entitled to
               continue participation in all of the group health and group life employee
               benefit plans of the Company or any Affiliate in which he or she participated
               (the “Group Welfare Benefit Plans”) during Participant’s (or if
               applicable, his or her dependents’) applicable coverage period under the
               Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, to the
               degree such participation is permitted under the terms of the applicable plan,
               program or policy and in accordance with the requirements of the Code, ERISA or
               otherwise applicable law. The Company or the appropriate Affiliate shall pay
               Participant, as soon as reasonably practical, a lump-sum payment equal to the
               excess of the cost of the medical coverage and life insurance provided to
               Participant (and to the extent applicable, Participant’s dependents)
               hereunder over the cost that Participant (or his dependents) would have paid for
               such coverage if Participant had remained employed. 



               











        Notwithstanding
the above, to the extent Section 409A of the Code applies to any payment amount under this
Section, payment to Participant will begin no earlier than six months following
Participant’s termination to the extent required by Section 409A of the Code. 



2.4           Termination by
Participant for Good Reason. If, after a Change of Control and prior to the second
anniversary of such Change of Control, Participant terminates his employment for Good
Reason, the Company or the appropriate Affiliate shall provide to Participant the same
amounts and benefits as would be payable to Participant if such termination were a
termination by the Company or such Affiliate without Cause. 



2.5           Termination of
Employment by the Company Following a Potential Change of Control. If the Company or
Affiliate terminates Participant’s employment other than for Cause after the
occurrence of a Potential Change of Control, and within six months after such Potential
Change of Control a Change of Control actually occurs, Participant shall be treated,
solely for purposes of this Plan, to have continued in employment until the occurrence of
the Change of Control and to have been terminated thereafter by the Company and such
Affiliate, without Cause, in which case he or she shall be entitled to the benefits
described in Section 2.3 above, reduced by the amount of any other severance benefits
previously provided to him in connection with such termination (other than any such
benefits payable pursuant to the terms of a plan which is intended to meet the
requirements of Section 401(a) of the Code). 



2.6           Discharge of the
Company’s Obligations. Except as expressly provided herein, the amounts payable
to Participant pursuant to this Plan (whether or not reduced as provided below) shall be
conditioned upon Participant’s executing a Separation Agreement and General Release
in favor of the Company and each Affiliate and certain other parties designated therein of
any claims Participant may have in respect of his employment by any of the Company or any
Affiliate. Any payment under this Plan shall be null and void upon Participant’s
failure to sign, or subsequent revocation of, such Separation Agreement and General
Release. Any breach by Participant of a Separation Agreement and General Release upon
which any payment under this Plan has been conditioned shall give the Company the right to
terminate any payment otherwise due and/or to the return of such amounts already paid
under this Plan, in addition to any other remedy the Company may have. Notwithstanding the
foregoing, nothing in this Plan shall be construed to: 



          	(a) 	  	
               affect, limit or modify in any way or release any claim Participant may have
               with respect to any amounts payable pursuant to this Plan or any vested amounts
               or benefits owing to Participant under any otherwise applicable employee benefit
               plans and programs maintained or contributed by any of the Company or any
               Affiliate (except that this Plan will supersede any otherwise applicable
               severance policy), including any compensation previously deferred by Participant
               (together with any accrued earnings thereon) and not yet paid and any accrued
               vacation pay not yet paid, or 



               










          	(b) 	  	
               release the Company or any Affiliate from its commitment to indemnify
               Participant and hold Participant harmless from and against any claim, loss or
               cause of action arising from or out of Participant’s performance as an
               officer, director or employee of the Company or any such Affiliate or in any
               other capacity, including any fiduciary capacity, in which Participant served at
               the request of the Company or any Affiliate. 



               



        Except
as otherwise expressly provided herein, the obligation of the Company or any Affiliate to
make the payments provided for in this Plan shall not be affected by any circumstances,
including, without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company or any such Affiliate may have against Participant or others
whether by reason of the subsequent employment of Participant or otherwise. 



ARTICLE III
LIMIT ON PAYMENTS BY
THE COMPANY 



3.1           Application of this
Article III. In the event that any amount or benefit paid or distributed to
Participant pursuant to this Plan, taken together with any amounts or benefits otherwise
paid or distributed to Participant by the Company or any Affiliate (the “Covered
Payments”), would be an “excess parachute payment” as defined in Section
280G of the Code and would thereby subject Participant to the tax (the “Excise
Tax”) imposed under Section 4999 of the Code (or any similar tax that may hereafter
be imposed), the provisions of this Article III shall apply to determine the amounts
payable to Participant pursuant to this Plan. 



3.2 Calculation of
Aggregate Parachute Payments. Immediately following delivery of any Notice of
Termination, the Company shall notify Participant of the aggregate present value of all
“parachute payments” (within the meaning of Section 280G of the Code) to which
Participant would be entitled under this Plan and any other plan, program or arrangement
as of the projected Date of Termination (the “Aggregate Parachute Payments”).
  



3.3                     Best  Alternative
 Payment.  The Aggregate  Parachute  Payments shall be reduced if such reduction  would
maximize the  Participant's  after-tax retention.  For this purpose, the Company shall
perform two calculations, as follows: 





          	(a) 	  	
               the first being the amount the Participant would retain net after all taxes,
               including excise taxes, if all of the Participant’s Aggregate Parachute
               Payments are made; and 



               



          	(b) 	  	
               the second being the amount the Participant would retain net after all taxes if
               the Aggregate Parachute Payments are reduced until no portion of the Aggregate
               Parachute Payments is not deducible by reason of Section 280G of the Code. 



               



        The
Participant will receive the greater of (a) or (b) above, whichever maximizes the
Participant’s net after tax retention. 











3.4           Application of Section
280G. For purposes of determining whether any of the Covered Payments will be subject
to the Excise Tax and the amount of such Excise Tax: 



          	(a) 	  	
               such Covered Payments will be treated as “parachute payments” within
               the meaning of Section 280G of the Code, and all “parachute payments”
               in excess of the “base amount” (as defined under Section 280G(b)(3) of
               the Code) shall be treated as subject to the Excise Tax, unless, and except to
               the extent that, in the good faith judgment of an independent certified public
               accountant other than the Company’s normal independent certified public
               accountants or tax counsel selected by such accountants (the
               “Accountants”), relying on the best authority available at the time of
               such determination (including, but not limited to, any proposed Treasury
               regulations upon which taxpayers may rely), that the Company or any otherwise
               applicable Affiliate has a reasonable basis to conclude that such Covered
               Payments (in whole or in part) either do not constitute “parachute
               payments” or represent reasonable compensation for personal services
               actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in
               excess of the “base amount,” or such “parachute payments”
               are otherwise not subject to such Excise Tax, and 



               



          	(b) 	  	
               the value of any non-cash benefits or any deferred payment or benefit shall be
               determined by the Accountants in accordance with the principles of Section 280G
               of the Code. 



               



3.5           Adjustments in
Respect of the Payment Cap. 



          	(a) 	  	
               If Participant receives reduced payments and benefits under this Article III (or
               this Article III is determined not to be applicable to Participant because the
               Accountants conclude that Participant is not subject to any Excise Tax) and it
               is established pursuant to a final determination of a court or an Internal
               Revenue Service proceeding (a “Final Determination”) that,
               notwithstanding the good faith of the parties in applying the terms of this
               Plan, the aggregate “parachute payments” within the meaning of Section
               280G of the Code paid to Participant or for his benefit are in an amount that
               would result in Participant being subject an Excise Tax and Participant would
               still be subject to the payment cap under the provisions of Section 3.3(b), then
               the amount equal to such excess parachute payments shall be deemed for all
               purposes to be a loan to Participant made on the date of receipt of such excess
               payments, which Participant shall have an obligation to repay to the entity
               making such payment on demand, together with interest on such amount at the
               applicable Federal rate (as defined in Section 1274(d) of the Code) from the
               date of the payment hereunder to the date of repayment by Participant. 



               



          	(b) 	  	
               If Participant receives reduced payments and benefits by reason of this Article
               III and it is established pursuant to a Final Determination that Participant
               could have received a greater amount without exceeding the payment cap under the
               provisions of Section 3.3(b), then the Company or the appropriate Affiliate
               shall promptly thereafter pay Participant the aggregate additional amount which
               could have been paid without exceeding the cap, together with interest on such
               amount at the applicable Federal rate (as defined in Section 1274(d) of the
               Code) from the original payment due date to the date of actual payment. 



               










ARTICLE IV  
DISPUTES 



        Any
dispute or controversy arising under or in connection with this Plan shall be resolved by
binding arbitration. The arbitration shall be held in the State of Utah (or such other
location as the parties shall mutually agree to in writing) and shall be conducted in
accordance with the Expedited Employment Arbitration Rules of the American Arbitration
Association then in effect at the time of the arbitration (or such other rules as the
parties may agree to in writing), and otherwise in accordance with principles which would
be applied by a court of law or equity. The arbitrator shall be acceptable to both the
Company and Participant. If the parties cannot agree on an acceptable arbitrator, the
dispute shall be heard by a panel of three arbitrators, one appointed by each of the
parties and the third appointed by the other two arbitrators. If Participant asserts any
claim as to his or her eligibility for benefits under this Plan, Participant’s
employer shall pay Participant’s legal expenses (or cause such expenses to be paid)
including, without limitation, his or her reasonable attorney’s fees, on a quarterly
basis, upon presentation of proof of such expenses in a form acceptable to the Company,
provided that Participant shall reimburse such amounts, plus simple interest thereon at
the 90-day United States Treasury Bill rate as in effect from time to time, compounded
annually, if Participant does not prevail as to at least one material issue presented to
the arbitrator(s). 



ARTICLE V  
GENERAL INFORMATION 



5.1           Administration. The
Plan is sponsored solely by the Company, and will be payable from the general assets of
the Company and, as applicable, an Affiliate. The Plan will be administered by the
Compensation Committee. The Compensation Committee shall have full and complete authority
to interpret this Plan, and to make all determinations hereunder, but not limited to,
making determinations as to eligibility for benefits or to participate in the Plan, the
amount of benefits payable, the time at which benefits cease to be payable, and other
comparable issues. In addition, the Compensation Committee may delegate any of its
authority and responsibilities, subject to Compensation Committee review and to the extent
permitted by law, to any officer or committee of officer(s) of the Company. The
determinations made by the Compensation Committee or its delegate shall be final, binding
and conclusive on all persons affected thereby, including, but not limited to,
Participant, the Company and each Affiliate. The Company and/or the Compensation
Committee, as the case may be, shall maintain such procedures and records as each deems
necessary or appropriate. Participant shall receive a copy of the Plan. 










5.2           Plan Amendment Or
Termination. This Plan may be amended or terminated at any time by the Board, subject
to the following limitations. Any amendment or termination that adversely affects
Participant shall not be given any effect until the expiration of one year from the date
that Participant is given written notice of such amendment or termination. Upon a Change
of Control or any Potential Change of Control, the Plan may not be terminated or amended
in a manner that adversely affects Participant. In the event a Change of Control occurs
during the one-year notice period required with respect to a termination or amendment that
adversely affects Participant, such termination or amendment shall be rendered void and
without effect. The Compensation Committee may terminate Participant’s participation
in the Plan at any time, provided that (i) such termination shall not be given effect
until the expiration of six months from the date that Participant is given notice thereof,
and (ii) Participant’s participation hereunder may not be terminated after a Change
of Control or a Potential Change of Control (even if notice of termination had been given
prior to the occurrence of any such event). Notwithstanding anything else contained herein
to the contrary, no Participant shall be or become entitled to benefits hereunder upon the
termination of his or her employment by the Company, or as a result of any event that
would otherwise have constituted Good Reason hereunder, if such termination or event first
occurs after the second anniversary of the Change of Control occurring during the term of
this Plan. This Plan shall automatically terminate at the later of two years after a
Change of Control or the satisfaction of all Plan liabilities to Participant. 



5.3           No Contract Of
Employment. The existence of this Plan, as in effect at any time or from time to time,
shall not be deemed to constitute a contract of employment between the Company or any
Affiliate and Participant, nor shall it constitute a right to remain in the employ of the
Company or any Affiliate. Employment with the Company or any Affiliate is
employment-at-will and either party may terminate Participant’s employment at any
time, for any reason, with or without cause or notice. 



5.4           Limitation On
Liability. The liability of the Company or any Affiliate under this Plan is limited to
the obligations expressly set forth in the Plan, and no term or provision of this Plan may
be construed to impose any further or additional duties, obligations, or costs on the
Company, any Affiliate or the Compensation Committee not expressly set forth in the Plan. 



5.5           Exclusivity Of
Benefits. Except as otherwise expressly provided herein with respect to a termination
occurring prior to a Change of Control but after a Potential Change of Control,
Participant who receives benefits under this Plan shall not be entitled to any severance
benefits under any other severance plan, program, or arrangement sponsored or adopted by
the Company. 



5.6           Impact on Other
Benefits. Amounts paid under the Plan shall not be included in Participant’s
compensation for purposes of calculating benefits under any other plan, program or
arrangement sponsored by the Company or a Participating Company, unless such plan, program
or arrangement expressly provides that amounts paid under the Plan shall be included. 



5.7           Taxes. The Company
or the appropriate Affiliate shall have the right to deduct from all payments any federal,
state, or local taxes or other obligations required by law to be withheld with respect to
such payments. 










5.8                   Third Parties.  Nothing
 express or implied in this Plan is intended or may be construed to give any person other
than eligible  Participant any rights or remedies under this Plan.  






5.9                   Captions.  The headings
and captions  appearing herein are inserted only as a matter of convenience.  They do not
define,  limit,  construe,  or describe the scope or intent of the provisions of the Plan. 






5.10           Choice Of Law.
Except to the extent that they may be preempted by the operation of Federal law, this Plan
shall be governed by the laws of the State of StateplaceUtah, other than the provisions
thereof relating to conflict of laws. 



5.11           No Limitations On
Corporate Actions. Except to the extent expressly provided in Section 5.2, nothing
contained in this Plan shall be construed to prevent the Company, or any Affiliate, from
taking any corporate action which is deemed by it to be appropriate, or in its best
interest, whether or not such action would have an adverse effect on this Plan. No
employee, beneficiary, or other person, shall have any claim against the Company or any
Affiliate as a result of any such action. 



5.12           Non-Alienation
Provision. Subject to the provisions of applicable law, no interest of any person or
entity in any benefit under the Plan shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any
kind; nor may such benefit be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such person or
entity, including (but not limited to) claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.   



5.13           Successors. All
obligations of the Company and any Affiliate under the Plan shall be binding upon and
inure to the benefit of any successor to the Company or such Affiliate, whether the
existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, demutualization or otherwise. 



        To
signify its adoption of this Plan document, the Company has caused this Plan document to
be executed by a duly authorized officer of the Company on this August 9, 2006. 



	  	  	NU SKIN
ENTERPRISES, INC.  
	  	  	   
	  	  	   
	  	By:	      
	  	  	   
	  	Its: