EXHIBIT 10.10
NATURE'S SUNSHINE PRODUCTS, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is dated as of the
__th day of _________________, 199_ (the "Award Date"), between NATURE'S
SUNSHINE PRODUCTS, INC., a Utah corporation (the "Corporation"), and
("Employee").
A. The Corporation has adopted, subject to the approval of the
shareholders of the Corporation, the Nature's Sunshine Products,
Inc. 1995 Stock Option Plan (the "Plan"); and
B. Pursuant to the Plan and as evidenced by this Agreement, the
Corporation has granted to Employee a certain stock option,
defined in Section 1, hereof, which option is not intended as
and shall not be deemed to be an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code, as may
be amended.
NOW, THEREFORE, in consideration of services rendered and to be
rendered by Employee for the Corporation, the Corporation and Employee hereby
agree to the provisions set forth herein.
1. Option Granted. This Agreement evidences the grant to Employee,
as of the Award Date, subject to shareholder approval of the
Plan, of an option to purchase an aggregate of ______________
(______) shares of Common Stock under the Plan subject to
adjustment as provided in the Plan (the "Option").
2. Exercise Price. The Option entitles Employee to purchase all or
any portion of the Option shares at a price per share of ____
Dollars and ____ Cents ($____), exercisable from time to time,
subject to the provisions of this Agreement and the Plan. Such
price is the Fair Market Value of the shares on the Award Date.
3. Exercisability of Option. The Option may be exercised beginning
on ______________. To the extent Employee does not in any year
purchase all or any portion of the shares to which Employee is
entitled to purchase, Employee has the cumulative right
thereafter to purchase any shares not so purchased and such
right shall continue until the Option terminates. When the
Option terminates for any reason, no additional shares may be
purchased under this Option.
4. Acceleration in Exercisability of Option. Notwithstanding anything
to the contrary contained herein, the date of exercisability of
the Option or a portion of the shares thereof as provided herein
shall be accelerated to the later of (i) the date of shareholder
approval of the Plan, (ii) July 20, 1996 or (iii) the twentieth
day following the end of any quarter (beginning with the quarter
of 199_), where the Corporation achieves (i) an increase in
consolidated net income in such quarter of 25 percent over
consolidated net income for the corresponding quarter in the
preceding year, and (ii) an increase in consolidated sales
revenue of 25 percent over consolidated sales for the
corresponding
quarter in the preceding year. The amount of shares subject to
acceleration of exercisability shall be as follows: ____ shares
for each full percent over 25 percent that consolidated net
income in such quarter is increased over consolidated net income
for the corresponding quarter for the preceding year. For
example, if consolidated net income in the second quarter of
1996 is 28% higher than consolidated net income in the second
quarter of 1995, then ____ shares subject to the Option shall be
exercisable on July 20, 1996, the twentieth day following such
quarter. For purposes of this Agreement, increases in
consolidated net income and consolidated sales revenue shall be
conclusively determined by the Committee applying generally
accepted accounting principles consistently applied.
5. Termination of Option. The Option shall terminate and be of no
further force or effect upon any of the following:
(i) the tenth annual anniversary of the Award Date;
(ii) three months (or such later date as the Committee may in
its sole discretion specify) after termination of
Employee's employment with the Corporation for any reason
other than for cause (as determined by the Committee in
its sole discretion), or Employee's death or disability
(as determined by the Committee in its sole discretion);
(iii) on the date of termination of Employee's employment with
the Corporation if such termination is for cause (as
determined by the Committee in its sole discretion);
(iv) twelve months after termination of Employee's employment
with the Corporation because of Employee's disability (as
determined by the Committee in its sole discretion); or
(vi) twelve months after Employee's death.
6. Securities Laws. The Committee may from time to time impose such
conditions on the exercise of the Option as it deems necessary
or advisable to ensure that rights granted under the Plan
satisfy the requirements of applicable federal and state
securities laws. Such conditions may include, without
limitation, the partial or complete suspension of the right to
exercise the Option.
7. Nontransferability of Option. The Option may not be transferred
or assigned by Employee or exercised by anyone other than
Employee except pursuant to (i) Employee's will, (ii) applicable
laws of descent and distribution, or (iii) a QDRO.
8. Interpretation. The Option and this Agreement are subject to, and
the Corporation and Employee hereby agree to be bound by, all of
the provisions of the Plan. Such provisions are incorporated
herein and made a part hereof by this reference. Employee
acknowledges receiving a copy of the Plan. Capitalized terms
not otherwise defined in this Agreement shall have the meaning
assigned to such terms in the Plan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
Corporation: Nature's Sunshine Products, Inc.
By ___________________________________________
Title ________________________________________
Employee: ____________________________________
(Signature)
______________________________________________
(Address)
______________________________________________
