Exhibit 10.5 Nu Skin Enterprises Master Form of Sotck Option Agreement






Standard Time Vested
Option 



NU SKIN ENTERPRISES,
INC. 
STOCK OPTION GRANT
NOTICE 
2006 STOCK INCENTIVE
PLAN 



        Nu
Skin Enterprises, Inc. (“Company”), pursuant to its 2006 Stock Incentive Plan
(“Plan”) and the 2006 Stock Incentive Plan Master Stock Option Agreement
(“Master Agreement”) previously entered into by the parties, hereby grants to
the “Optionholder” identified below an option to purchase the number of shares
of the Company’s common stock (“Shares”) set forth below. This option is
subject to all of the terms and conditions set forth in this Stock Option Grant Notice
(the “Grant Notice”), the Master Agreement and the Plan, all of which are
incorporated herein in their entirety. Any capitalized terms not defined herein shall have
the meaning provided to such terms in the Plan. 



Optionholder:

Date of Grant: 

Vesting Commencement Date:

Number of Shares Subject to Option:

Exercise Price (Per Share): US$

Total Exercise Price: 

Expiration Date: 




			
	Type of Grant [check one]:	 	      Incentive Stock Option(1) 	 	      Nonstatutory Stock Option	 




Exercise Schedule:      Same as Vesting Schedule.



Vesting Schedule: 



 



	Payment: 	      By cash or check

      Same day sale program (if permitted by the Board)

      Tender of Common Stock (if permitted by the
Board) 






Additional
Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and
understands and agrees that his or her Option is subject to this Grant Notice, the Master
Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant,
this Grant Notice, the Master Agreement and the Plan set forth the entire understanding
between Optionholder and the Company regarding the acquisition of Shares covered by this
Grant Notice and supersedes all prior oral and written agreements on that subject with the
exception of (i) options previously granted and delivered to Optionholder under the 1996
Stock Incentive Plan, and (ii) the agreements, if any, listed below. To the extent that
this Grant Notice varies the terms of the Master Agreement, this Grant Notice will prevail
only with respect to Options granted pursuant to this Grant Notice. 



         Other
Master Agreements: 



NU SKIN ENTERPRISES, INC. 



	By:  	  	    	  
	   	  	Signature	  
	  	  	    	  
	Title:  	  	    	  
	Date:  	  	    	  












	(1)  	  	If
this is an incentive stock option, it (plus Optionholder's other outstanding incentive
stock options) cannot be first exercisable for more             than US $100,000 in any
calendar year.  Any excess over US $100,000 is a nonstatutory stock option. 




















NU SKIN ENTERPRISES,
INC. 
2006 STOCK INCENTIVE PLAN 
MASTER STOCK OPTION
AGREEMENT 



This Master Stock Option Agreement
(the “Master Agreement”) is made and entered into effective as of
__________________ (the “Effective Date”) by and between Nu Skin Enterprises,
Inc., a Delaware corporation (the “Company” ), and ___________________ subject
to the terms and conditions of the Nu Skin Enterprises, Inc. 2006 Stock Incentive Plan
(the “Plan”). In the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Master Agreement, the terms and conditions of
the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Master Agreement. 



        1.     Master Agreement. By
executing this Master Agreement, you agree that this           Master Agreement shall
govern all Options granted to you under the Plan on or           after the Effective Date
pursuant to a Stock Option Grant Notice (“Grant           Notice”) that
incorporates by reference the terms of this Master Agreement.           Each Option grant
that is intended to be governed by this Master Agreement shall           incorporate all
of the terms and conditions of this Master Agreement and shall           contain such
other terms and conditions as the Committee shall establish for the           grant of
options covered by such Grant Notice. In the event of a conflict           between the
language of this Master Agreement and any Grant Notice, the language           of the
Grant Notice shall prevail with respect to Options granted pursuant to           that
Grant Notice. In order to be effective, the Grant Notice must be executed           by a
duly authorized executive officer of the Company. You will not be required           to
sign each Grant Notice, but you shall be deemed to have accepted the Grant
          Notice (and all of the terms and conditions set forth therein) unless you
          provide written notice to the Plan Administrator of your rejection of the Grant
          Notice and all of the Options granted pursuant to such Grant Notice within 20
          days after receipt of the Grant Notice.  



        2.     Grant of Option. The
Company grants to you, as of the Date of Grant           specified in the Grant Notice,
an Option to purchase up to the number of shares           of the Company’s Common
Stock (“Shares”) specified in the Grant           Notice.  



        3.     Vesting. 


                (a)    Each Option will
vest and become exercisable as set forth in the           applicable Grant Notice,
provided that vesting will cease upon the termination           of your Continuous
Service.  






                (b)    
Change of Control. Notwithstanding any provision in the Agreement to the contrary,
if, during the two-year period following a Change of Control, Employee’s Continuous
Service is terminated other than for Cause, or if Employee terminates his or her
Continuous Service for “Good Reason,” the vesting of the Restricted Stock Units
governed by this Agreement shall be accelerated such that all such Restricted Stock Units
shall be deemed to be vested in full immediately prior to the termination of
Employee’s Continuous Service. 



        For
purposes of this Agreement:



“Cause” shall have the
meaning set forth in the Plan. 



“Change of Control” shall
have the meaning set forth in the Plan. 



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



             (i)       
          the assignment to Employee of any duties inconsistent in any material adverse
          respect with Employee’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; 



             (ii)       
          any failure by the Company (or any successor company) to continue to provide
          Employee 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 Employee; 










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



             (iv)       
          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 Employee under this Agreement 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 Employee provides
written notice of the action(s) or omission(s) deemed to constitute Good Reason and the
Company (or any successor 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
Employee, be deemed to constitute Good Reason. 




        4.    
 Exercise Price. An Option
may be exercised, to the extent vested, prior           to the Expiration Date (unless
earlier terminated) at the Exercise Price (Per           Share) specified in the applicable Grant
Notice. The Exercise Price indicated in a Grant           Notice may be adjusted from
time to time for various adjustments in the           Company’s equity capital
structure, as provided in the Plan.  









         5.    Method
of Payment. 



                  
(a)              Payment
of the Exercise Price is due in full upon exercise of all or any part of           your
Options. You may elect to make payment of the Exercise Price in cash, by           check
or pursuant to a program developed under Regulation T as promulgated by           the
Federal Reserve Board that, prior to the issuance of Common Stock, results           in
either the receipt of cash (or check) by the Company or the receipt of
          irrevocable instructions to pay the aggregate Exercise Price to the Company
from           the sales proceeds. Notwithstanding the terms of the previous sentence,
you may           not be permitted to exercise your Options pursuant to a program
developed under           Regulation T as promulgated by the Federal Reserve Board if
such exercise would           violate the provisions of Section 402 of the Sarbanes-Oxley
Act of 2002.  



                  (b)              The
Company may permit you to make payment of the Exercise Price, in whole or in
          part, in Shares having a Fair Market Value equal to the amount of the aggregate
          Exercise Price or such portion thereof, as applicable; provided, however, that
          you must satisfy all such requirements as may be imposed by the Board including
          without limitation that you have held such shares for not less than six months
          (or such other period as established from time to time by the Board in order to
          avoid a supplemental charge to earnings for financial accounting purposes).  



                  (c)              Where
you are permitted to pay the Exercise Price of an Option by delivering           Shares,
you may, subject to procedures satisfactory to the Board, satisfy such           delivery
requirement by presenting proof that you are the Beneficial Owner of           such
Shares, in which case the Company shall treat the as exercised without           further
payment and shall withhold such number of shares from the Option Shares
          acquired by the exercise of the Option.  



                  (d)                 The
Company may permit you to make payment of the Exercise Price in any other           form
of legal consideration that may be acceptable to the Board, in its sole
          discretion.  



         6.
    Whole Shares. You
may exercise your Options only for whole Shares.  



         7.     Compliance.  



                  (a)  Securities Law
Compliance. Notwithstanding anything to the contrary                contained herein,
you may not exercise your Options unless the Shares issuable                upon such
exercise are then registered under the Securities Act or, if such                shares
are not then so registered, the Company has determined that such exercise
               and issuance would be exempt from the registration requirements of the
               Securities Act. The exercise of your Options must also comply with other
               applicable laws and regulations governing your Options, and you may not
exercise                your Options if the Company determines that such exercise would
not be in                material compliance with such laws and regulations.  



                  (b)  Plan Compliance.
Notwithstanding anything to the contrary contained                herein, you may not
exercise your Options if the terms of the Plan do not permit                the exercise
of Options, or if the Company exercises its rights under the Plan                to
suspend, delay or restrict the exercise of Options.  










         8.  Term. Subject to the
provisions of the Plan and this Master Agreement,                you may exercise all or
any part of the vested portion of an Option at any time                prior to the
earliest to occur of:  



                  (a)                 the date on
which your Continuous Service is terminated for Cause;  



                  (b)                 three (3)
months after the termination of your Continuous Service for any reason
               other than for Cause or as a result of your death or Disability;  



                  (c)                 twelve (12)
months after the termination of your Continuous Service due to your
               Disability;  



                  (d)                 twelve (12)
months after the termination of your Continuous Service due to your                death;
or  



                  (e)                 the
Expiration Date indicated in the Grant Notice.  



Notwithstanding the foregoing, if
the exercise of an Option is prevented by the Company within the applicable time
periods set forth in Sections 6(b) or (c) for any reason, your Option shall not expire
before the date that is thirty (30) days after the date that you are notified by the
Company that the Option is again exercisable, but in any event no later than the
Expiration Date indicated in your Grant Notice; provided, however, that if the Grant
Notice designates your Option as an Incentive Stock Option, and if any such extension
causes the term of your Option to exceed the maximum term allowable for Incentive Stock
Options, your Option shall cease to be treated as an Incentive Stock Option and instead
shall be treated thereafter as a Nonstatutory Stock Option.  



         9.    Exercise
Procedures.  



             
    (a)       
Subject
to Section 5 above and other relevant terms and conditions of the Plan           and this
Master Agreement, you may exercise the vested portion of an Option           during its
term by delivering a Notice of Exercise (in a form designated by the           Company)
specifying the number of Shares for which the Option is being           exercised,
together with the Exercise Price, to the Plan administrator, or to such other person as the Company may designate, during           regular
business hours, together with such additional documents as the Company           may then
reasonably require.  



             
    (b)       
          By exercising an Option you agree that, as a condition to any exercise of an
          Option, the Company may require you to enter into an arrangement providing for
          the payment by you to the Company of any tax withholding obligation of the
          Company (including any Affiliate) arising by reason of (1) the exercise of your
          Option, or (2) other applicable events (as described in Section 14 of this
          Master Agreement). 













                 
      (c)    
          Your participation in the Plan, including vesting in any Options, will cease
          upon termination of Continuous Service for any reason (unless otherwise provided
          in the Plan or this Master Agreement); for the purposes of this Master
          Agreement, in the event of involuntary termination of Continuous Service, the
          termination shall be effective as of the date stated in the relevant notice of
          termination and, unless otherwise required by law, will not be extended by any
          notice period or other period of leave under local law. Subject to applicable
          law, the Company shall determine the date of termination in its sole discretion. 



            
      10.         Documents Governing Issued
Common Stock. Shares that you acquire upon           exercise of an Option are
subject to the terms of the Plan, the Company’s           bylaws, the Company’s
certificate of incorporation, any applicable Master           Agreement relating to such
Shares, or any other similar document. You should           ensure that you understand
your rights and obligations as a stockholder of the           Company prior to the time
that you exercise an Option.  



            
      11.         Limitations on Transfer of
Options. Options are not transferable,           except by will or by the laws of
descent and distribution, and is exercisable           during your life only by you. Any
purported assignment, alienation, pledge,           sale, transfer or encumbrance, other
than as expressly permitted herein, shall           be void and unenforceable against the
Company and any Affiliate. Notwithstanding           the foregoing, by delivering written
notice to the Company, in a form           satisfactory to the Company, you may designate
a third party who, in the event           of your death, shall thereafter be entitled to
exercise your Options. In the           absence of such designation, your Option shall
remain exercisable by your           executor or administrator, or the person or persons
to whom your rights under           this Master Agreement shall pass by will or by the
laws of descent and           distribution, as the case may be. Any heir or legatee shall
take rights herein           granted subject to the terms and conditions hereof and in
accordance with such           requirements as may be established by the Company from
time to time.  



                  12.         Rights Upon Exercise. You
will not have any rights to dividends or other           rights of a stockholder with
respect to the Shares subject to an Option until           you have given written notice
of the exercise of the Option, paid the Exercise           Price and any applicable taxes
for such shares in full, satisfied any other           conditions imposed by the Board
pursuant to the Plan, if applicable, and become           a holder of record of the
purchased Shares.  



                  13.         Forfeiture of Options and
Related Gains. If at any time during your           Continuous Service or following
the termination of your Continuous Service until           the later of (i) the
twelve (12) month anniversary of the termination of           your Continuous Service for
any reason, and (ii) the six (6) month anniversary           of the date you exercise any
outstanding Options, a Forfeiture Event occurs,           then the Company may, in its
sole discretion: (A) direct that you return for           cancellation (without the
payment of any consideration) any Shares which you           hold that were issued to you
under the Plan, and/or (B) direct that you pay           back, in cash or in shares, or
any combination thereof, an amount equal to the           gain realized or payment
received upon the exercise of any of your Options           and/or the sale of any
underlying Shares obtained under the Plan (whether or not           pursuant to the
exercise of Options) during the 12 month period immediately           preceding the
Forfeiture Event or upon or after the occurrence of any such           Forfeiture Event.
The Company shall determine the manner of the recovery of any           such amounts
which may be due and which may include, without limitation, set-off           against any
amounts which may be owed by the Company or any of its Affiliates to           you. For
purposes of determining whether a “Forfeiture Event”          has
occurred, the term “Cause” shall mean the following: (i) conduct
          related to your employment for which criminal penalties may be sought, (ii) the
          commission of an act of fraud or intentional misrepresentation, (iii)
          embezzlement or misappropriation or conversion of assets or opportunities of
the           Company, (iv) any breach of the non-competition or non-solicitation
provisions           of the Key Employee Covenants previously provided to you, (v)
disclosing or           misusing any confidential or proprietary information of the
Company in violation           of the Key Employee Covenants, or any other non-disclosure
Master Agreement with           the Company or other duty of confidentiality, or (vi) any
other material breach           of the Key Employee Covenants. The Committee, in its sole
discretion, may waive           at any time in writing this forfeiture provision and
release you from liability           hereunder.  











         
         14.         Responsibility for Taxes and
Notice Requirement.  



           
               (a)                   Regardless of any
action the Company or, if different, your employer (the           “Employer”)
takes with respect to any or all income tax (including           federal, state and other
taxes), social insurance, payroll tax or other           tax-related withholding (“Tax-Related
Items”), you acknowledge that           the ultimate liability for all Tax-Related
Items legally due by you is and           remains your responsibility and that the
Company and/or the Employer (i) make no           representations or undertakings
regarding the treatment of any Tax-Related Items           in connection with any aspect
of the Options, including the grant of the           Options, the vesting of the Options,
the exercise of the Options, the subsequent           sale of any Shares acquired upon
exercise and the receipt of any dividends; and           (ii) do not commit to structure
the terms of the grant or any aspect of the           Options to reduce or eliminate your
liability for Tax-Related Items.  



          
                (b)   
                You may not exercise
an Option unless and until the tax withholding           obligations of the Company
and/or any Affiliate are satisfied or appropriate           arrangements (acceptable to
the Company) are made therefor, and you authorize           the Company and its
Affiliates to take such action as may be necessary to           satisfy any such tax
withholding obligations.  



                          (c)                   If permissible under
local law and regulations, you authorize the Company and/or           the Employer, at
their discretion, to satisfy the obligations with respect to           Tax-Related Items
by one or a combination of the following: (i) selling or           arranging for the sale
of Shares otherwise deliverable to you upon exercise of           the Options; (ii)
withholding from your wages or other cash compensation payable           to you by the
Company or the Employer (whether in cash, securities or other           property); (iii)
withholding from proceeds of the sale of Shares purchased upon           exercise of the
Options (including by means of a “same day sale”          program developed
under Regulation T as promulgated by the Federal Reserve Board           to the extent
permitted by the Company and applicable law, including, but not           limited to,
Section 402 of the Sarbanes-Oxley Act of 2002); or (iv) withholding           in Shares,
provided that the Company only withholds the amount of Shares           necessary to
satisfy the minimum withholding amount. Finally, you will pay to           the Company or
the Employer any amount of Tax-Related Items that the Company or           the Employer
may be required to withhold as a result of your participation in           the Plan that
cannot be satisfied by the means previously described.  








                          (d)        
The
Company may permit you to make provision for the payment of any tax withholding obligation
by delivering shares, or authorizing the Company to withhold shares, of Common Stock
having a Fair Market Value equal to the amount of such taxes or a portion thereof, as
applicable. Where you are permitted to pay the taxes relating to the exercise of an Option
by delivering shares of Common Stock, you may, subject to procedures satisfactory to the
Board, satisfy such delivery requirement by presenting proof that you are the Beneficial
Owner of such shares of Common Stock, in which case the Company shall treat the taxes as
paid without further payment and shall withhold such number of shares from the shares
acquired by the exercise of the Option. 



                          (e)        The Company may refuse
to deliver any of the Shares if you fail to comply with           your obligations in
connection with the Tax-Related Items described in this           Section.  



                        (f)        
           You agree to promptly
notify the Company of any disposition of shares issued           pursuant to the exercise
of an Incentive Stock Option that results in a           “disqualifying disposition” for
purposes of Section 421 of the Code.  



        15.         Nature of Grant. In
accepting the Options and signing this Master           Agreement, you acknowledge that:  



                        (a)                   the Plan is
established voluntarily by the Company, it is discretionary in           nature and may
be modified, amended, suspended or terminated by the Company at           any time,
unless otherwise provided in the Plan;  



                        (b)                   the grant of Options
is voluntary and occasional and does not create any           contractual or other right
to receive future awards of Options, or benefits in           lieu of Options even if
Options have been awarded repeatedly in the past;  



                        (c)                   nothing in this
Agreement or in the Plan shall confer upon you any right to           continue in the
employment or service of the Employer or the Company for any           period of specific
duration or interfere with or otherwise restrict in any way           the rights of the
Employer or the Company, which rights are hereby expressly           reserved, to
terminate your employment or service at any time for any reason,           with or
without cause except as may otherwise be provided pursuant to a separate
          written employment agreement. In addition, nothing in this Agreement or the
Plan           shall obligate the Company or your Employer or any of its Affiliates,
their           respective stockholders, Boards of Directors, officers or employees to
continue           any relationship that you might have as a Director or Consultant or
otherwise           for your Employer or the Company or any of its Affiliates;  



                        (d)                   all decisions with
respect to future grants of Options, if any, will be at the           sole discretion of
the Company;  



                        (e)                   your participation in
the Plan is voluntary;  



                        (f)                   Options are not part
of normal or expected compensation or salary for any           purpose, including, but
not limited to, calculation of any severance,           resignation, termination,
redundancy, end of service payments, bonuses,           long-service awards, pension or
retirement benefits or similar payments;  










                        (g)                   in consideration of
the grant of Options, no claim or entitlement to           compensation or damages arises
from termination of the Options or diminution in           value of the Options or Shares
received upon vesting of Options resulting from           termination of your employment
or other service-providing relationship with the           Company or Employer (for any
reason whatsoever and whether or not in breach of           local labor laws) and you
irrevocably releases the Company and the Employer from           any such claim that may
arise; if, notwithstanding the foregoing, any such claim           is found by a court of
competent jurisdiction to have arisen, then, by signing           this Agreement, you
shall be deemed irrevocably to have waived your entitlement           to pursue such
claim; and  



                        (h)           in the event of the
termination of your Continuous Service (whether or not in           breach of local labor
laws), your right to receive Options and vest under the           Plan, if any, will
terminate effective as of the date that you are no longer           actively employed or
providing service and will not be extended by any notice           period mandated under
local law (e.g., active employment or service would           not include a period
of “garden leave” or similar period pursuant to           local law); the
Committee shall have the exclusive discretion to determine when           you are no
longer providing Continuous Service for purposes of the Plan  



        16.         Severability. If any one
or more terms, provisions, covenants or           restrictions contained herein shall be
determined by a court of competent           jurisdiction to be invalid, void or
unenforceable, then the remainder of the           terms, provisions, covenants and
restrictions shall remain in full force and           effect and shall in no way be
affected, impaired or invalidated.  



        17.         Notices. Any notices
provided for in this Master Agreement (including the           Notice of Exercise
required under Section 9 of this Master Agreement) or the           Plan shall be given
in writing and shall be deemed effectively given upon           receipt, or in the case
of notices delivered by mail, five (5) days after           deposit in the United States
mail (or with another delivery service), certified           or registered mail, return
receipt requested or postage prepaid. Notices from           the Company will be provided
to you at the last address you provided to the           Company and will be deemed
effectively given to you at that address.  



        18.         Signature in Counterparts.
This Master Agreement may be signed in           counterparts, each of which shall be an
original, with the same effect as if the           signatures thereto and hereto were
upon the same instrument.  



        19.         Electronic Delivery. The
Company may, in its sole discretion, decide to           deliver any documents related to
participation in the Plan, Options granted           under the Plan or future Options
that may be granted under the Plan by           electronic means or to request your
consent to participate in the Plan by           electronic means. You hereby consent to
receive such documents by electronic           delivery and, if requested, to agree to
participate in the Plan through an           on-line or electronic system established and
maintained by the Company or           another third party designated by the Company.  



        20.         Option Subject to Plan
Document. By entering into this Master Agreement,           you agree and acknowledge
that you have received and read a copy of the Plan and           this Master Agreement.
The Option is subject to the terms and provisions of the           Plan, this Master
Agreement and the applicable Grant Notice.  









        21.         Choice of Law. The
interpretation, performance and enforcement of hits           Master Agreement shall be
governed by the laws of the State of Utah, without           regard to principles of
conflicts of laws.  



        IN
WITNESS WHEREOF, the parties have executed this Master Agreement on the day
and year first indicated above. 



	  	 	Nu Skin Enterprises, Inc.
	  	 	 
	  	 	 
	  	By:	      
	  	 	 
	  	Title:	      
	  	 	 
	  	 	 
	  	 	 
	  	 	Employee
	  	 	 
	  	 	 
	  	Name:	      
	  	 	 
	  	Address: