SHALL PREVAIL.
IN PARTICULAR, THE PARTIES AGREE THAT SECTION 5.4
OF THE EMPLOYMENT AGREEMENT, "RESIGNATION BY EXECUTIVE" IS VOID BY VIRTUE OF
THIS AMENDMENT AND SUPERSEDED BY THE TERMS HEREIN; AND THAT THE PROVISIONS OF
SECTION 6 OF THE EMPLOYMENT AGREEMENT WILL REMAIN IN EFFECT EXCEPT FOR THE
EXTENSION OF THE RESTRICTED PERIOD TO 24 MONTHS AS REFERENCED IN SECTION 1,
ABOVE.
9.
LEGAL COUNSEL AND CODE SECTION 409A.
EXECUTIVE ACKNOWLEDGES THAT HE HAS
CONSULTED WITH AN ATTORNEY REGARDING THE TERMS OF THIS AMENDMENT, THE RELEASE
AND THE CONSULTING AGREEMENT, AND ANY ANCILLARY ISSUES RELATED TO THESE
AGREEMENTS, INCLUDING, BUT NOT LIMITED, ISSUES RELATED TO COMPLIANCE WITH
INTERNAL REVENUE CODE SECTION 409A ("CODE SECTION 409A").
THE PARTIES INTEND
THAT THIS AMENDMENT COMPLY WITH THE REQUIREMENTS OF CODE SECTION 409A.
TO THE
EXTENT THERE IS ANY AMBIGUITY AS TO WHETHER ANY PROVISION OF THE AMENDMENT WOULD
OTHERWISE CONTRAVENE ONE OR MORE REQUIREMENTS OR LIMITATIONS OF CODE
SECTION 409A, SUCH PROVISION SHALL BE INTERPRETED AND APPLIED IN A MANNER THAT
DOES NOT RESULT IN A VIOLATION OF THE APPLICABLE REQUIREMENTS OR LIMITATIONS OF
CODE SECTION 409A AND THE TREASURY REGULATIONS THEREUNDER.
FOR PURPOSES OF
SECTION 409A, THE RIGHT TO RECEIVE ONE OR MORE PAYMENTS OR BENEFITS UNDER THIS
AMENDMENT SHALL BE TREATED AS A RIGHT TO A SERIES OF SEPARATE PAYMENTS.
10.
DELAYED COMMENCEMENT DATE.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
IN THE EMPLOYMENT AGREEMENT, THIS AMENDMENT, THE RELEASE, OR THE CONSULTANT
AGREEMENT (TOGETHER, THE "AGREEMENTS"), NO PAYMENTS OR BENEFITS TO WHICH
EXECUTIVE BECOMES ENTITLED IN ACCORDANCE WITH THE AGREEMENTS SHALL BE MADE OR
PAID TO EXECUTIVE PRIOR TO THE EARLIER OF (I) THE FIRST DAY OF THE SEVENTH (7TH)
MONTH FOLLOWING THE DATE OF HIS SEPARATION FROM SERVICE OR (II) THE DATE OF HIS
DEATH, IF EXECUTIVE IS DEEMED, PURSUANT TO THE PROCEDURES ESTABLISHED BY THE
COMPANY'S COMPENSATION COMMITTEE IN ACCORDANCE WITH THE APPLICABLE STANDARDS OF
CODE SECTION 409A AND THE TREASURY REGULATIONS THEREUNDER AND APPLIED ON A
CONSISTENT BASIS FOR ALL NON-QUALIFIED DEFERRED COMPENSATION PLANS OF THE
EMPLOYER GROUP SUBJECT TO CODE SECTION 409A, TO BE A "SPECIFIED
EMPLOYEE"
WITHIN THE MEANING OF CODE SECTION 409A AT THE TIME OF SUCH SEPARATION FROM
SERVICE AND SUCH DELAYED COMMENCEMENT IS OTHERWISE REQUIRED IN ORDER TO AVOID A
PROHIBITED DISTRIBUTION UNDER CODE SECTION 409A(A)(2). UPON THE EXPIRATION OF
THE APPLICABLE DEFERRAL PERIOD, ALL PAYMENTS DEFERRED PURSUANT TO THIS
SECTION 10 SHALL BE PAID TO EXECUTIVE IN A LUMP SUM, AND ANY REMAINING PAYMENTS
DUE UNDER THE AGREEMENTS SHALL BE PAID IN ACCORDANCE WITH THE NORMAL PAYMENT
DATES SPECIFIED IN THE AGREEMENTS.
11.
AUTHORIZATION.
EACH PERSON EXECUTING THIS AGREEMENT REPRESENTS AND
WARRANTS THAT THEY HAVE BEEN DULY AUTHORIZED AND DIRECTED TO EXECUTE, DELIVER,
AND PERFORM THE TERMS OF THIS AMENDMENT, AND THAT THEY HAVE THE AUTHORITY TO
BIND THE ENTITY ON WHOSE BEHALF THE AGREEMENT IS EXECUTED.
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Nature's Sunshine Products, Inc.
/s/ Stephen M. Bunker
By:
Stephen M. Bunker
Its:
Chief Financial Officer
Executive
/s/ Douglas Faggioli
Douglas Faggioli
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