SERVICE AGREEMENT
This Service Agreement (the "Agreement") is entered into as of the ___ day
of __________ , 1997 by and between Nu Skin Asia Pacific, Inc., a corporation
organized and existing under the laws of the State of Delaware, U.S.A., with its
principal office located at 75 West Center Street, Provo, Utah 84601, or its
successor (hereinafter referred to as "NSAP"), and Mr. Grant F. Pace, a U.S.
citizen residing at #3 Dapdap Street, Makati, Philippines (hereinafter referred
to as "Pace").
WITNESSETH:
WHEREAS, Pace wishes to provide certain services to NSAP as Vice
President, Southeast Asia and Greater China, upon the terms and conditions set
forth hereinafter;
WHEREAS, NSAP wishes to obtain the services of Pace as Vice President,
Southeast Asia and Greater China;
NOW, THEREFORE, in consideration of the mutual promises, undertakings
and covenants set forth hereinafter, the parties hereto mutually agree as
follows:
1. Appointment - NSAP hereby agrees to appoint Pace as Vice President,
Southeast Asia and Greater China, and Pace hereby agrees to such
appointment to perform the functions and carry out the duties and
responsibilities as the Vice President, Southeast Asia and Greater China on
the terms and conditions set forth hereinafter.
The duties and responsibilities of Pace's positions will include but are
not limited to the Position Specifications attached hereto as Exhibit A.
Pace will be notified verbally or in writing of changes or additions in his
responsibilities during the course of this Agreement.
In the event Pace is asked to assume responsibilities with NSAP that differ
materially from those set forth on Exhibit A hereto, the terms of this
Agreement may be renegotiated at the election of either party.
The parties agree that if Pace is asked to assume a role with NSAP or
another Nu Skin affiliate outside the scope of his role as Vice President,
Southeast Asia and Greater China, then this Agreement will be terminated
and renegotiated.
2. Direction - Pace will be subject to and act in accordance with the
directions, rules, regulations and instructions issued from time to time by
the Board of Directors and the President, Chief Executive Officer, and
Chief Operating Officer of NSAP.
3. Compensation - Pace will receive the following compensation and benefits
for services rendered to NSAP. No other compensation or benefit, direct or
indirect, other than allowances specifically mentioned in this Agreement,
will be paid to or received by Pace.
a. Base Salary: Pace will receive a gross annual salary of US$200,000
divided into twenty-six (26) equal bi-weekly installments, effective
September 22, 1997.
b. Foreign Service Supplement. Pace will receive a foreign service
supplement of US$100,000 divided into twelve (12) equal monthly or
bi-weekly installments, effective September 22, 1997. The foreign
service supplement will be paid simultaneously with payment of the
base salary.
c. Adjustments to Base Salary and Foreign Service Supplement. The base
salary and foreign service supplement will be increased by no less
than twelve percent (12%) per year for calendar years 1999, 2000 and
2001. The increases will be effective on January 1 of each year.
Thereafter, the base salary and foreign service supplement will be
reviewed and adjusted annually by the NSAP Board of Directors.
d. Incentive Bonus: Pace will be eligible to participate in a Bonus
Incentive Plan (based on profitability, cost efficiencies, sales,
etc.), as such plan may be employed by NSAP from time to time (the
"Bonus Plan"). The extent of the incentive bonus and the factors and
measurements used to determine the incentive bonus will be determined
from time to time by the Board of Directors of NSAP and will be based
upon the performance of those operations which Pace oversees, the
attainment of specified goals within each such operation, and the
attainment of specified bonus levels for the country general managers
supervised by Pace under the general manager Long-Term Incentive Bonus
Plan. The Bonus Plan will enable Pace to qualify for annual cash
bonuses of up to 50% of his then applicable combined base salary and
foreign service supplement, with no deferred bonuses.
e. Signing Bonus. Upon execution of this Agreement, NSAP will pay to Pace
the sum of $55,250 in lieu of any other bonus payments for calendar
year 1997.
f. Stock Grant. NSAP hereby agrees to make a stock bonus award of that
number of shares of NSAP Class A Common Stock as has a fair market
value (as quoted on the New York Stock Exchange) of $50,000 per year
for three years, with the shares being awarded on September 22, 1998,
1999 and 2000.
g. Stock Option Plan. Pace shall be eligible to participate in a Stock
Option Plan implemented for key employees of NSAP. The initial stock
option shall be to
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acquire 19,000 shares of Class A Common Stock at a purchase price of
$20.875/share, which option shall vest over a four-year period.
Although it is intended that a similar option grant shall be made
annually, additional stock option grants shall be made in the
discretion of the NSAP Board of Directors.
h. International Assignment Policy for Expatriates. Pace will participate
in NSAP's standard benefits available under its International
Assignment Policy for Expatriates ("IAPE"). The standard IAPE shall be
modified for Pace, however, in accordance with the terms set forth on
Exhibit B hereto, which shall supersede NSAP's standard IAPE.
i. Employee Benefit Plans. As an employee of NSAP, Pace will be entitled
to participate in any employee benefit plans made available to NSAP
employees generally, including health, dental, life and disability
insurance, and 401(k) profit sharing plans. Pace acknowledges,
however, that as an expatriate employee, his right to participate in
such plans may be limited. The benefits made available to Pace under
the IAPE are intended to offset any limitation on Pace's ability to
participate in any other standard employee benefit plan.
j. Severance. In the event Pace's employment hereunder is terminated
"without cause," as defined in Section 8b. below, he shall be entitled
to the severance benefits set forth in Section 8c. below.
4. Service Hours - Pace's regular service hours are 40 hours per week Monday
through Friday. It is understood that in light of his positions, he will
likely be required to provide services or engage in travel that will extend
well beyond normal service hours. It is further agreed that Pace's
remuneration has been set with this fact in mind and that Pace has no right
to ask for additional compensation for such extra services.
5. Confidentiality - Without the written approval of NSAP, Pace will not copy,
use or disclose to others (or cause any copying, use or disclosure), for
Pace's own benefit or otherwise, any information, knowledge or data that
Pace receives or develops during his period of employment which is
proprietary to NSAP or any of their affiliates or which is confidential,
including information contained in formulas, business plans, financial
data, vendor lists, product and marketing plans, distributor lists and
other trade secrets or information that any of NSAP or its affiliates has
generated or which is has received in confidence from others. The
confidentiality obligation set forth herein shall survive termination of
this Agreement and shall therefore be applicable to Pace after termination
of his employment. In addition to this provision, Pace agrees to execute
and become bound by the terms of any Confidentiality Agreement used by NSAP
with its employees generally. A copy of the current form of Confidentiality
Agreement is attached hereto as Exhibit C.
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6. Non-Competition - Pace hereby agrees that he will not, during the term of
this Agreement, and until the earlier of (i) one year immediately after the
termination of this Agreement, or (ii) the date as of which NSAP ceases to
pay to Pace, either as an employee or an independent contractor, a sum
equal to the monthly base salary and foreign service supplement payable to
Pace hereunder (unless Pace is terminated "for cause," as defined in
Section 8b below, in which case only the one-year period set forth in
clause (i) above shall apply) directly or indirectly, by any means or
device whatsoever, for himself or on behalf of or in conjunction with any
person, partnership, or corporation, do any one or more of the following:
a. provide services to, or be affiliated with any enterprise which
provides services or products similar to NSA's services or products
through multi-level marketing channels;
b. divert, take away, or attempt to take away any NSAP or other Nu Skin
distributors, employees with whom NSAP or another Nu Skin affiliate
has a non-competition agreement, or accounts which Pace may have
become aware of through information furnished to or generated by Pace
in connection with his employment or by any employee or agent or
former employee or agent of NSAP or its affiliates; or
c. compete with NSAP or render services for a competitor of NSAP involved
in multi-level marketing.
This non-competition provision shall not relate to those companies
specifically identified on Exhibit D hereto within the scope of
activities described for each company. Pace acknowledges that the
one-year period during which he cannot be involved in any activities
which compete directly or indirectly with NSAP after termination of
this Agreement is a justifiable and acceptable period of time in light
of the significance of the scope of Pace's employment hereunder, and
that the terms of this Agreement and the remuneration and benefits
payable to Pace hereunder are sufficient consideration for such
agreement. Should NSAP elect to enforce this non-competition provision
following termination, it shall inform Pace of such election within
thirty days of termination of Pace's employment.
7. Assignment of Work Product. Pace agrees to promptly disclose to NSAP, and
hereby assigns to NSAP, free from any obligation to Pace, all right, title
and interest in and to any and all ideas, concepts, processes,
improvements, and inventions made, conceived or disclosed or developed by
Pace during the term of this Agreement which relate to the business of NSAP
or resulting from or suggested by any work Pace may do for NSAP. Pace shall
have the right to retain the copyright to any books, articles or
publications unrelated to NSAP's business of multi-level marketing
generally.
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8. Term of Agreement
a. This Agreement will be effective as of September 22, 1997, and
continue in full force and effect until August 31, 2000 (with annual
renewals thereafter prior to the expiration of the previous term of
the Agreement) or until terminated as set forth in section 8b below.
b. NSAP may terminate this Agreement for any reason at any time by giving
Pace 60 days advance notice. The Agreement may be terminated without
notice by NSAP "for cause" if Pace (1) breaches his duties as set
forth in this Agreement, or (2) has been negligent or dishonest in the
discharge of his duties, or (3) has become incapable of carrying out
his duties for any reason, or (4) is subject to any event or activity
outside the scope of his employment, which event or activity is not in
keeping with the image and values of NSAP. The decision as to whether
to terminate Pace for cause will be made in the sole discretion of the
NSAP Board of Directors.
c. In the event NSAP terminates this Agreement for cause, it will be
liable only for compensating Pace through the date of his termination,
unless termination for cause is the result of an accident or illness
that has rendered Pace incapable of carrying out his duties (i.e.,
Pace will not be eligible to receive any contractual severance
benefits nor the payments that might otherwise be payable to him
hereunder during the one-year non-competition period). In the event
NSAP terminates this Agreement without cause, NSAP will be liable only
for compensating Pace for remuneration specified in Section 3a and 3b
above, with additional monthly payments equal to the value of the IAPE
benefits received by Pace (the "Additional Severance Payment") for a
period of six months following the date of termination, provided that
NSAP may elect to continue to pay Pace the sums due under Sections 3a
and 3b above along with the Additional Severance Payment to enforce
the one-year non-competition provision set forth in Section 6 above.
The Additional Severance Payment is intended to replace the IAPE and
other employee benefits generally. Therefore, Pace shall not be
entitled to any of the IAPE or other employee benefits after
termination.
d. This Agreement shall be automatically terminated in the event Pace
accepts employment with a Nu Skin affiliate other than NSAP. The terms
of employment with the Nu Skin affiliate shall be negotiated and
confirmed in a replacement Service Agreement.
9. Tax Returns - Filing annual income tax returns with the relevant tax
authorities, and with any other authorities to which Pace may be subject,
shall be handled in the manner set forth in NSAP's IAPE, as clarified in
the attached Exhibit B.
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10. Entire Agreement - This Agreement contains the entire agreement between the
parties relating to the subject matter hereof. No modification, alteration
or amendment of this Agreement and no waiver of any provision hereof may be
made unless such modification, alteration, amendment, or waiver is set
forth in writing signed by the parties hereto.
11. Governing Law - This Agreement will be construed in accordance with and
governed by the laws of Utah. Any action brought hereunder shall be brought
in an appropriate state or federal court located within the State of Utah,
to which both parties hereto consent to jurisdiction.
12. Prevailing Language - This Agreement may be executed in counterparts, in
the English language, each of which will be deemed an original but which,
taken together, will constitute one and the same instrument.
[This space intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto and/or their duly authorized
representatives have executed this Agreement as of the date first above written.
Nu Skin Asia Pacific, Inc. Grant F. Pace
By /s/
Name: (Signature)
Title:
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EXHIBIT A
DUTIES AND RESPONSIBILITIES AS VICE PRESIDENT, SOUTHEAST ASIA AND GREATER CHINA:
1. Report to and assist the NSAP Chief Operating Officer and other appropriate
personnel in developing the strategic and operational plans for Taiwan,
Hong Kong, Thailand, the Philippines, the People's Republic of China,
Indonesia, Malaysia, Singapore and Vietnam which, with other country plans,
forms the basis of the NSAP operational strategy.
2. Develop and implement the operating and capital budget necessary to support
the NSAP strategic plan in the region.
3. Oversee and support local GMs in their efforts to train, motivate, support,
encourage and monitor the activities of all distributors working within the
local markets. Focus on developing relationships with distributor leaders
operating in the local country to engender confidence in the company's
commitment to their success. Plan distributor activities and training
including event time-line calendars, list of participants, activities,
courtesy calls, open-houses, press conferences, etc.
4. Proactively manage the development and introduction of appropriate
products, sales aids, and distributor incentive programs for local
distributors.
5. Direct the design and implementation of quality assurance and performance
measurement standards for the region.
6. Design and implement methods and strategies for improving market share and
profitability.
7. Ensure that the strategic plan is implemented in the region in an efficient
and effective manner which will maximize a return on investment.
8. Ensure that all aspects of local operations comply with appropriate
government regulations and all aspects of licensing, wholesale distribution
and other intercompany agreements.
9. Conduct quality assurance and personal performance appraisals as needed.
10. Meet with government and senior business or DSA officials and with the
press as needed with a view to maintaining healthy and favorable
relationships with regulators, the business community and the press.
11. Keep COO informed at all time of trends.
12. Oversee the hiring, training and performance of all GMs in the region.
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13. Follow established Nu Skin and regional policies and procedures in ensuring
that an efficient, profitable and service-oriented company is being
operated.
14. Assist the General Managers and Regional Controller in the development of
operating budgets for the region annually.
15. Ensure that each country within the Greater China Region is following
corporate policies and procedures. Where unclear, work with NSAP to develop
necessary policies and procedures.
16. Approve all non-capital and non-asset/liability expenditures for each
country within the region that exceed the approved budget by less than 10%.
For those expenses exceeding 10% of the approved amount, seek COO or CFO
approval.
17. For corporate and regional cash flow concerns, approve all capital and
asset/liability expenditures, which may or may not have been previously
budgeted within the region up to US$20,000, insuring that all corporate
assets are properly managed and proper turnover and profitability ratios
are maintained.
18. Ensure that the local operations are properly complying with all relevant
government regulations.
19. Report status, in a timely manner, of all relevant matters for each country
entity, the regional office and any trends, concerns, changes in
regulations or operations which might affect Nu Skin operations,
competitors, or significant others within the region to NSAP headquarters.
20. Conduct personal performance appraisals on at least an annual basis with
all general managers in the region and relevant regional staff in
connection with NSAP corporate.
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EXHIBIT B
ADDENDUM TO SERVICE AGREEMENT WITH GRANT F. PACE
Modifications to the Nu Skin "International Assignment
Policy for Expatriates (IAPE)"
By mutual agreement, the following take precedent over the provisions in the
IAPE and will govern in tone as well as in enumerated specifics. [Numbered
section headings are from relevant IAPE sections. References in brackets refer
to changes, modifications, or enhancements of IAPE policies.]
I. INTRODUCTION
Long Term Assignment: The full IAPE (as modified herein) will be available for
the duration of your time abroad. (We recognize that your appointment overseas
is open ended and is expected to be of an extended duration, possibly beyond 5
years, and that this differs from IAPE Introduction, page 2.)
5. SHIPMENT AND STORAGE OF HOUSEHOLD GOODS
Storage of Household Goods: Nu Skin will continue storage of your household
goods for so long as you remain overseas. Should you choose to remove these from
storage, Nu Skin will reimburse you the cost of their removal and transportation
to Salt Lake/Provo, or arrange for their shipment to Salt Lake/Provo at Nu Skin
expense. (Nu Skin understands and accepts that some of the items stored and
shipped may be among those listed on IAPE page 6 but will not include a car.)
Shipment of Goods: Nu Skin agrees to ship, at a time convenient to you, one
container to the Philippines for which Nu Skin will cover the cost of shipping,
handling, and insurance charges. You will use your best efforts to arrange for
duty free importation of these goods. (Nu Skin understands and accepts that some
of the items shipped may be among those listed on IAPE page 6 but that in no
event will it include a car.) This benefit will not foreclose the possibility of
a later shipment as provided on IAPE page 9 to address needs arising out of an
extended stay abroad or relocation to another place of assignment (e.g. Latin
America).
9. HOME COUNTRY HOUSING
Home Management Program: Nu Skin will pay the usual fees of a home management
service (PPH) for rental and other management of your home in Boston, with a
stop loss provision in the event the home remains unrented for more than 2
months. Please arrange to have PPH invoices sent directly to Nu Skin for
payment. As a result of direct payment by Nu Skin, there will be no Property
Management Fee reimbursement to your paycheck. (This differs from some items on
IAPE pages 12, 13, 16.)
Home Sale Assistance: In addition to the Home Management Program, you may elect
at any time for Nu Skin assistance in selling your home through reimbursement of
customary seller's closing costs, excluding Realtor's fees. [This differs from
IAPE page 13.] Nu Skin
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will pay no repurchase expenses should you wish to buy a replacement home.
However, consistent with IAPE policy, we encourage you to retain a home in the
U.S. and will apply the Home Management Program to a replacement home.
10. PHYSICAL EXAMINATIONS/MEDICAL EXPENSES
Annual Physical Examinations: In view of the extended nature of your stay
abroad, Nu Skin will reimburse reasonable expenses (beyond medical insurance
coverage) for you and each member of your family to have complete physical and
dental examinations annually, during your annual home leave if feasible. [This
is consistent with, but a modification of IAPE page 13.]
12. INTERNATIONAL SALARY
International Salary (U.S. plus Asian Salary): The agreed Asian salary
(international service premium) will be included with your U.S. base salary for
the purpose of determining pension, life insurance or other employee benefits.
(Page 2, 14, 15.) The international service premium will be discontinued upon
your repatriation to the U.S., but will instead be replaced through a
renegotiated base U.S. salary together with other matters related to your
compensation. [This differs from IAPE pages 15 & 24.]
13. GOODS AND SERVICES (G&S) DIFFERENTIAL
Goods and Services Differential: This will be such percentage as determined by
ORC, but will be paid on 100% of your International Salary (U.S. plus Asian
salary). [This differs from IAPE page 16.]
Method of Pay: You will be paid out of Hong Kong, in U.S. dollars (or its
equivalent in any other currency you may direct) to Citibank or such other bank
as you may direct. [This is an enlargement of IAPE page 17.]
14. HOUSING DIFFERENTIAL
Housing: Nu Skin will pay directly all rental and related fees (home owner
association dues, etc.) At #3 Dapdap Street, Makati, Philippines, including
utilities and air conditioning maintenance, (and other repairs or maintenance
not covered by the landlord in the Lease Agreement.) Utilities include
charges/expenses for electricity, gas, telephone (except non-business related
long distance calls), water and sewage, garbage removal, water treatment, yard
maintenance, and pest control (as necessary). [Nu Skin acknowledges that this
differs from and is an enlargement upon IAPE pages 18-22, and that the rental
paid is beyond the policies of Runzheimer.] We understand that in the
Philippines rent is generally paid two years in advance, and that Nu Skin will
be expected to reimburse Sara Lee Philippines Inc. for the remaining period of
your home lease. A hypothetical housing deduction will be calculated by
Runzheimer and withheld from your base pay.
Home Appliances: We understand that many appliances in the home at #3 Dapdap
were purchased for you by Sara Lee (or previously Avon). Nu Skin agrees to
purchase these from Sara Lee at a fair value recognizing the years of use, or to
replace them. Please provide a schedule of these items recommending purchase
from Sara Lee or elsewhere.
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15. INCOME TAX POLICIES
Tax Equalization: A hypothetical tax will be calculated as provided on IAPE page
23, except that Nu Skin will assess you no state tax (zero) and withhold no
state tax. Assumptions used in the calculation of the hypothetical tax will be
shared with you and will include 7 dependents, and at your request the payment
of a full 10% tithing and 2% fast offering as charitable contributions to the
LDS church. Actual tax liability will be paid by Nu Skin as calculated by an
outside accounting firm acceptable to Nu Skin and me, which will prepare and
file foreign and Federal U.S. returns at Nu Skin expense. Nu Skin will also
protect you from incremental taxes on any non-U.S. NSAP income or benefits that
results from expatriation.
Medicare and FICA: These will be withheld during the expatriate assignment,
except that Nu Skin will consider legal alternative structures which would
permit both Nu Skin and you to avoid this withholding.
16. INCENTIVE PREMIUMS AND ALLOWANCES
Mobility Premium: Because you are already resident in the Philippines, no
mobility premium will be paid, however, a premium will be paid in the event you
are relocated to another assignment.
Hardship Allowance: This is to clarify that the hardship allowance calculated by
Runzheimer will be paid on the full international salary (U.S. plus Asian) and
will be net of taxes.
17. TRAVEL EXPENSES
Travel Expenses: Travel for all trips will be at business class fare, except for
the Christmas trip home of college students which will be economy class fare.
[This is a modification from the economy class fare referred to on Pages 4 & 25
of the IAPE.] Business travel for Nu Skin in Asia is also at business class fare
and is pre-approved with your employment. Travel outside the region should be
cleared with the Chief of International Operations in Provo.
19. RELOCATION ALLOWANCE
Relocation Allowance: The relocation allowance specified in this section, IAPE
page 26 will not be paid since you are already settled in your home. However, Nu
Skin will cover any ancillary expenses arising out of your settlement with Sara
Lee as adjustments are made in appliances, furnishings, etc.
20. EDUCATION ASSISTANCE
Dependent Education: Nu Skin will pay for the elementary and secondary education
of your children at the International School Manila, and will reimburse tuition,
lab fees, textbooks, uniforms, supplies, and other miscellaneous educational
related items. Nu Skin will also pay directly or reimburse all school related
transportation expenses.
College Student Christmas Trip: Dependent children attending school outside the
host country will be entitled to travel home for Christmas at Nu Skin expense at
economy class fare.
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Should the family gather elsewhere for Christmas, the equivalent amount in
airfare may be applied to travel expenses elsewhere. [This is a modification of
the IAPE page 28.]
21. PROVISION OF AN AUTOMOBILE
Automobile: Nu Skin will lease (or purchase if lease is not available) an
automobile for my position (e.g. Mercedes, BMW, Toyota Crown, etc.) for business
related purposes. The replacement period for the car will be 3 years, although
you may opt to defer replacement for an additional year. Nu Skin will also pay
directly for insurance, gasoline, oil and all maintenance. Accordingly, the
concept of "transportation allowance" will not be applied. [This is a
modification of IAPE pages 28, 29.]
Driver: Instead of a "Driver Allowance" (which will not be paid to you), a
driver of your choosing will be employed by Nu Skin in the Philippines and
assigned to you as your personal driver.
22. CLUB MEMBERSHIPS
Club Memberships: In recognition of your position as a senior executive of Nu
Skin, Nu Skin will pay the entrance fees and monthly subscriptions/dues to one
club of your choosing. As an alternative, you may elect to submit for direct
payment all reasonable fees, dues, usage charges, and purchases at any club or
clubs to which you belong in the Philippines, not to exceed an annual average of
$1500 per month (adjusted annually for local inflation). Business use of any
such clubs should of course be charged to the correct Nu Skin budget.
25. HOME LEAVE AND VACATION
Home Leave: Home leave will be provided annually for all family members, the
first of which you will be entitled to beginning in June 1998. Home leave travel
will be at business class airfare round trip from Manila to Boston, which fare
may if you choose, be used for travel related expenses elsewhere and at other
times. (This is a modification of IAPE pages 30-33.)
Vacation: By virtue of your seniority and position, you are formally entitled to
20 working days vacation (inclusive of home leave), plus travel time. Nu Skin
understands, however, that the demands and pressures of your assignment may
necessitate other "time off" from time to time. This should be handled
informally with the Chief of International Operations.
34. RETURN SHIPMENT OF GOODS
Return Shipment of Goods: Upon conclusion of your assignment abroad for whatever
reason, (whether voluntary or involuntary), Nu Skin will ship all of your
household goods and personal belongings back to the U.S., or other location of
your choosing. The only exception to this benefit is if you should voluntarily
leave Nu Skin to work with another company, in which case you should expect that
your new employer would relocate your household goods to the U.S. Since you are
now already resident in the Philippines, the weight and space limitations of the
IAPE will not apply.
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EXHIBIT C
CONFIDENTIALITY AGREEMENT
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EXHIBIT D
PRE-EXISTING RELATIONSHIPS AND IDEAS
The following are pre-existing ideas, concepts, and relationships that belong to
Grant F. Pace:
1. All products or concepts or sales opportunities arising out of the
laboratories of independent contractors of Cooke Pharma Inc. or any
affiliates or related companies.
2. All products or concepts in conjunction with or related to the Solex
product of Bayer A.G. laboratories wherever located, or any related insect
termination products.
3. All relationships or products opportunities arising from or in relationship
with Cutco International, or Vector Marketing, as long as no such products
or opportunities compete directly with Nu Skin in Nu Skin's product
categories or in multi-level marketing generally.
Nothing herein shall relieve Pace of his fiduciary duties of loyalty as an
officer of Nu Skin Asia Pacific.