Common use of 280G Clause in Contracts

280G. In the event that the severance and all other benefits provided for in this Agreement or otherwise payable to Executive (but excluding any payments that may be made under this Section 8.5(c)) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive shall receive a payment from Company sufficient to pay such excise tax. Notwithstanding the foregoing, Executive may elect, in her sole discretion and by written notice to the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by the Company and Executive (the "Accountants") and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection.

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 11.16, all determinations required to be made under this Section 8.5(c11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Code Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. [This space left blank intentionally; signature page follows] NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxxx X. Xxxxxxxxx Title: President and Chief Executive (the "Accountants") and such amount shall be paid to Executive promptlyOfficer XXXXX XXXXX, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection.an individual /s/ Xxxxx Xxxxx Schedule A Employment Agreement

280G. In the event that the severance and all other benefits provided for in this Agreement or otherwise payable to Executive (but excluding any payments that may be made under this Section 8.5(c)) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive shall receive a payment from Company sufficient to pay such excise tax. Notwithstanding the foregoing, Executive may elect, in her his sole discretion and by written notice to the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she he would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by the Company and Executive (the "Accountants") and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection.

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 11.16, all determinations required to be made under this Section 8.5(c11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Code Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. NATR202209 15 / 18 [This space left blank intentionally; signature page follows] NATR202209 16 / 18 NATURE’S SUNSHINE PRODUCTS, INC. By:____/s/ Xxxxxxxx X. Xxxxxxxxx______ Title: President and Chief Executive (the "Accountants") Officer XXXXXX XXXXXX /s/ Xxxxxx Xxxxxx NATR202209 17 / 18 Schedule A Amended and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection.Restated Employment Agreement

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 11.4, all determinations required to be made under this Section 8.5(c9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: Chief Financial Officer EXECUTIVE /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx EXHIBIT A RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxxxxxx X. Xxxxxxx (the "Accountants"“Executive”) and such amount shall be paid to Executive promptlyNature Sunshine Products, but not before 10 days after such determination. In Inc. (the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection“Company”).

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 8.5(c9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. EXECUTIVE /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer EXHIBIT A RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between (the "Accountants"“Executive”) and such amount shall be paid to Executive promptlyNature Sunshine Products, but not before 10 days after such determination. In Inc. (the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection“Company”).

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 12.16, all determinations required to be made under this Section 8.5(c12.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 12.16 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Code Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive (the "Accountants") and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsectionExecutive.

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 8.5(c9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: CFO XXX XXXXXXXXX /s/ Xxx Xxxxxxxxx Executive EXHIBIT A RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxx Xxxxxxxxx (the "Accountants"“Executive”) and such amount shall be paid to Executive promptlyNature Sunshine Products, but not before 10 days after such determination. In Inc. (the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection“Company”).

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 11.16, all determinations required to be made under this Section 8.5(c11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Code Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxxx X. Xxxxxxxxx Title: President and Chief Executive (the "Accountants") and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection.Officer Xxx Xxxxx /s/ Xxxxxxxx Xxxxx 16 Schedule A Employment Agreement

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 8.5(c9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer XXXXXXX X. XXXXX /s/ Xxxxxxx X. Xxxxx Executive EXHIBIT A RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxxxxxx X. Xxxxx (the "Accountants"“Executive”) and such amount shall be paid to Executive promptlyNature Sunshine Products, but not before 10 days after such determination. In Inc. (the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection“Company”).

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 8.5(c9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxx Xxxxxx Title: Executive (the "Accountants") Vice President, Chief Financial Officer and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection.Treasurer /s/ Xxxxxxx X. Xxxxxxxx Executive

280G. In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the severance and all other benefits provided Company to or for in this Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise payable to (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (but excluding any payments the “Net After-Tax Amount”) that may Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 8.5(c9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) constitute "business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments" within the meaning of ” under Section 280G of the Internal Revenue Code of 1986, as amended Code; (the "Code"b) and will only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to the excise tax imposed by Section 4999 409A of the Code, then Executive shall receive a payment from Company sufficient until those payments have been reduced to pay such excise tax. Notwithstanding zero; and (d) in reverse chronological order, to the foregoing, Executive may electextent that any Parachute Payments subject to reduction are made over time (e.g., in her sole discretion installments). In no event, however, shall any Parachute Payments be reduced if and by written notice to the extent such reduction would cause a violation of Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company, (i) to not receive the payment provided for in this subsection or (ii) to reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the . Any determination by the Accountants of the amount of Executive's excise tax liability, as described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid under this subsection Accounting Firm shall be made promptly in writing by Company's independent public accountants or such other tax experts as reasonably agreed to by binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer, and Treasurer XXXXX XXXXX XXXXXXX /s/ D. Xxxxx Xxxxxxx Executive EXHIBIT A RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between Xxxxx Xxxxx Xxxxxxx (the "Accountants"“Executive”) and such amount shall be paid to Executive promptlyNature Sunshine Products, but not before 10 days after such determination. In Inc. (the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this subsection. Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this subsection“Company”).