
Executive	Appointed Office	2013 - 2014 Base Salary ($)		2014 - 2015 Base Salary ($)*
David A. Wentz	Chief Executive Officer	$	575,000		$	300,000
Kevin G. Guest	President, USANA Health Sciences, Inc.	$	583,495		$	600,000
Deborah Woo	President of Asia and Greater China	$	580,378		$	580,378
Paul A. Jones	Chief Financial Officer	$	320,000		$	340,000
James H. Bramble	Chief Legal Officer	$	371,527		$	382,673

~~The following table sets forth information regarding outstanding awards and shares reserved for future issuance under our equity compensation plans as of January 3, 2015.~~

PROPOSAL #2—~~APPROVAL OF THE COMPANY'S 2015~~
~~EQUITY INCENTIVE AWARD PLAN~~

The Board of Directors has adopted, subject to shareholder approval, the USANA 2015 Equity Incentive Award Plan (the "2015 Plan" or the "Plan"). The 2015 Plan is being adopted in anticipation of the expiration of the Company's 2006 Equity Incentive Award Plan (the "2006 Plan") and will allow us to continue to provide equity awards to directors, executive officers, employees and consultants in connection with the Company's long-term incentive compensation philosophy. Our directors and Named Executive Officers may have an interest in the approval of the 2015 Plan because they are eligible for awards under the 2015 Plan.

If approved by the shareholders at the Annual Meeting, the 2015 Plan would govern future grants of stock-based awards ("stock awards") to our employees, directors, and consultants. This proposal will not affect existing equity awards granted under our 2006 Plan. All outstanding options under the 2006 Plan will remain outstanding, but no further grants will be made under the 2006 Plan if the 2015 Plan is approved. As of March 2, 2015, there were 1,555,402 SSARs and 12,886 DSUs outstanding under the 2006 Plan.

Under the NYSE rules, we are required to obtain shareholder approval of the 2015 Plan. Shareholder approval of the 2015 Plan also will constitute approval of (i) the performance criteria upon which performance-based awards that are intended to be deductible by us under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") may be based under the 2015 Plan; (ii) the one-year per participant limit of 500,000 shares of common stock underlying stock options and stock appreciation rights awards that may be made under the 2015 Plan; (iii) the one-year per participant limit of 500,000 shares of common stock for awards that are intended to be "performance-based compensation" under Section 162(m) of the Code; (iv) the one-year per participant limit of $3,000,000 for awards that are intended to be "performance based compensation" under Section 162(m) of the Code; and (v) the one-year per director limit of $500,000 for awards granted to directors under the 2015 Plan.

Shareholders are requested in this Proposal #2 to approve the 2015 Plan. The affirmative vote of a majority of the shares cast on this Proposal #2 either present in person or represented by proxy and entitled to vote at the meeting will be required to approve this Proposal #2. Shares present but not voted because of abstention will have the same effect on the results of this vote as a vote against. Shares subject to a broker non-vote will not be considered entitled to vote with respect to this Proposal and will have no effect on the outcome. The Board believes that the adoption of the 2015 Plan is in the best interest of the Company. The appropriate use of equity awards remains an essential component of our overall compensation philosophy. The Board believes that the 2015 Plan is necessary for us to continue to attract and retain well-qualified employees and directors who will contribute to our success, and to provide incentives to motivate such employees and directors that are directly linked to increases in shareholder value and will therefore benefit all of our shareholders.

A summary of the principal features of the 2015 Plan is provided below, but is qualified in its entirety by reference to the full text of the Plan as proposed to be amended, which is attached as Annex A to this Proxy Statement.

The Compensation Committee of the Board of Directors administers the 2015 Plan. The Compensation Committee may delegate to a committee of one or more members of the Board the authority to grant or amend awards to participants other than senior executives of the Company who are subject to Section 16 of the Exchange Act, or employees who are "covered employees" within the

meaning of Section 162(m) of the Code. The Compensation Committee includes at least two directors, each of whom qualifies as a non-employee director pursuant to Rule 16b-3 of the Exchange Act, and an "outside director" pursuant to Section 162(m).

The Compensation Committee has the exclusive authority to administer the 2015 Plan, including the power to determine eligibility, the types and sizes of awards, the price and timing of awards and the acceleration or waiver of any vesting restriction, provided that the Compensation Committee does not have the authority to accelerate vesting or waive the forfeiture of any performance-based awards.

Persons eligible to participate in the 2015 Plan include non-employee members of the Board, consultants to the Company, and all of the employees of the Company (including executive officers) and its subsidiaries, as determined by the Compensation Committee.

If approved by the shareholders at the Annual Meeting, the maximum number of shares of common stock available for issuance under the 2015 Plan is 5,000,000 (the "Available Shares"). The Available Shares, however, will be made up entirely of shares that were previously made available under the Company's 2006 Equity Incentive Award Plan and not utilized. As such, the Company will not allocate any additional authorized but unissued shares of common stock to fund the Available Shares under the 2015 Plan.

To the extent that an award terminates, expires or lapses for any reason, any shares subject to the award may be used again for new grants under the 2015 Plan. In addition, shares tendered or withheld to satisfy the grant or exercise price or any tax withholding obligation may be used for grants under the 2015 Plan. Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any of its subsidiaries will not be counted against the shares available for issuance under the 2015 Plan. Notwithstanding the foregoing, no shares will become available (a) upon the cancellation of existing awards or any similar transactions following the 10^th anniversary of shareholder approval of the 2015 Plan or (b) if the return of shares would require additional shareholder approval of the 2015 Plan pursuant to applicable rules of the NYSE. The shares of common stock covered by the 2015 Plan may be authorized but unissued shares, or shares purchased in the open market.

The 2015 Plan provides for the grant of incentive stock options and nonqualified stock options, restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, restricted stock units, other stock-based awards and performance-based awards. The Compensation Committee has the discretion to determine the types and amounts of awards that will be granted to specific individuals pursuant to the 2015 Plan.

Stock options, including incentive stock options, as defined under Section 422 of the Code, and nonqualified stock options may be granted pursuant to the 2015 Plan. The option exercise price of all stock options granted pursuant to the 2015 Plan will be at least 100% of the fair market value of the common stock on the date of grant. Stock options may be exercised as determined by the Compensation Committee, but in no event earlier than six months after the date of grant or after the 10^th anniversary of the date of grant. The aggregate fair market value of the shares with respect to which options intended to be incentive stock options are exercisable for the first time by an employee in any calendar year may not exceed $100,000, or such other amount as the Code provides.

Upon the exercise of a stock option, the purchase price must be paid in full in either cash or its equivalent, by delivering a promissory note bearing interest at no less than such rate as shall then preclude the imputation of interest under the Code, or by tendering previously acquired shares of common stock with a fair market value at the time of exercise equal to the exercise price or other property acceptable to the Compensation Committee (including through the delivery of a notice that the participant has placed a market sell order with a broker with respect to shares then issuable upon exercise of the option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale). However, no participant who is a member of the Board or an executive officer of the Company will be permitted to pay the exercise price of an option in any method in violation of Section 13(k) of the Exchange Act.

Restricted stock may be granted pursuant to the 2015 Plan. A restricted stock award is the grant of shares of common stock that is nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. Conditions may be based on continuing employment or achieving performance goals. During the period of restriction, participants holding shares of restricted stock may have full voting and dividend rights with respect to such shares. The restrictions will lapse in accordance with a schedule or other conditions determined by the Compensation Committee.

A stock appreciation right (an "SAR") is the right to receive payment of an amount equal to the excess of the fair market value of a share of common stock on the date of exercise of the SAR over the fair market value of a share of common stock on the date of grant of the SAR. Payments will be made by the Company in cash or common stock.

~~The other types of awards that may be granted under the 2015 Plan include performance shares, performance stock units, deferred stock, restricted stock units, and other stock-based awards.~~

In the event of a stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization, distribution of assets or any other corporate event affecting the common stock or the share price of the common stock in a manner that causes dilution or enlargement of benefits or potential benefits under the 2015 Plan, then the Compensation Committee will make proportionate adjustments to: (i) the aggregate number of, and types of, shares of stock subject to the 2015 Plan, (ii) the terms and conditions of any outstanding awards (including any applicable performance targets) and (iii) the grant or exercise price for any outstanding awards. In addition, in such a case or in the event of any unusual or nonrecurring transactions or events affecting the Company or of changes in applicable laws, the Compensation Committee, may, subject to the terms of the 2015 Plan, take any of the following actions if it determines that such action is appropriate in order to prevent the dilution or enlargement of benefits or potential benefits intended to be made available under the 2015 Plan or with respect to any award: (i) provide for either the termination, purchase or replacement of the awards, (ii) provide that the awards shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, (iii) make adjustments in the number and type of shares of stock (or other securities or property) subject to outstanding awards and/or in the terms and conditions of (including the exercise price), and the criteria included in, outstanding awards which may be granted in the future, (iv) provide for the acceleration of vesting or exercisability of the awards and (v) provide that the awards cannot vest or be exercised after the event that triggers the action.

The Compensation Committee, subject to approval of the Board, may terminate, amend, or modify the 2015 Plan at any time; provided, however, that shareholder approval must be obtained for any amendment to the extent necessary or desirable to comply with any applicable law, regulation or stock exchange rule, to increase the number of shares available under the 2015 Plan or to allow a material increase in the benefits or change the eligibility requirements under the 2015 Plan. In addition, without approval of the Company's shareholders, no option or SAR may be amended to reduce the per share exercise price of the shares subject to such option or SAR below the per share exercise price as of the date the option or SAR was granted and, except to the extent permitted by the 2015 Plan in connection with changes in the Company's capital structure, no option or SAR may be granted in exchange for, or in connection with, the cancellation or surrender of an option or SAR having a higher per share exercise price.

~~In no event may an award be granted pursuant to the 2015 Plan on or after the 10~~^th ~~anniversary of the effectiveness of the Plan.~~

The 2015 Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the SEC thereunder, including without limitation Rule 16b-3. The 2015 Plan will be administered, and awards will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the 2015 Plan and all awards granted thereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

The tax consequences of the 2015 Plan under current federal law are summarized in the following discussion which deals with the general tax principles applicable to the 2015 Plan, and is intended for general information only. Alternative minimum tax and state and local income taxes are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The tax information summarized is not tax advice.

~~Nonqualified Stock Options.~~ For federal income tax purposes, an optionee generally will not recognize taxable income on the grant of a nonqualified stock option (an "NQSO") under the 2015 Plan, but upon the exercise of an NQSO will recognize ordinary income, and the Company generally will be entitled to a deduction. The amount of income recognized (and the amount deductible by the Company) generally will be equal to the excess, if any, of the fair market value of the shares at the time of exercise over the aggregate exercise price paid for the shares, regardless of whether the exercise price is paid in cash or in shares or other property. An optionee's basis for the stock for purposes of determining his or her gain or loss upon a subsequent disposition of the shares generally will be the fair market value of the stock on the date of exercise of the NQSO, and any subsequent gain or loss will generally be taxable as capital gains or losses.

~~Incentive Stock Options.~~ An optionee generally will not recognize taxable income upon either the grant or exercise of an Incentive Stock Option (an "ISO"); however, the amount by which the fair market value of the shares at the time of exercise exceeds the exercise price will be an "item of tax preference" for the optionee for purposes of the alternative minimum tax. Generally, upon the sale or other taxable disposition of the shares of the common stock acquired upon exercise of an ISO, the optionee will recognize income taxable as capital gains in an amount equal to the excess, if any, of the amount realized in such disposition over the option exercise price, provided that no disposition of the shares has taken place within either (a) two years from the date of grant of the ISO or (b) one year from the date of exercise. If the shares of common stock are sold or otherwise disposed of before the

end of the one-year and two-year periods specified above, the difference between the ISO exercise price and the fair market value of the shares on the date of exercise generally will be taxable as ordinary income; the balance of the amount realized from such disposition, if any, generally will be taxed as capital gain. If the shares of common stock are disposed of before the expiration of the one-year and two-year periods and the amount realized is less than the fair market value of the shares at the date of exercise, the optionee's ordinary income generally is limited to excess, if any, of the amount realized in such disposition over the option exercise price paid. The Company (or other employer corporation) generally will be entitled to a tax deduction with respect to an ISO only to the extent the optionee has ordinary income upon sale or other disposition of the shares of common stock.

~~Stock Appreciation Rights.~~ No taxable income is generally recognized upon the receipt of an SAR, but upon exercise of the SAR the fair market value of the shares (or cash in lieu of shares) received generally will be taxable as ordinary income to the recipient in the year of such exercise. The Company generally will be entitled to a compensation deduction for the amount the recipient recognizes as ordinary income.

~~Restricted Stock and Deferred Stock.~~ A participant to whom restricted or deferred stock is issued generally will not recognize taxable income upon such issuance and the Company generally will not then be entitled to a deduction, unless, in the case of restricted stock, an election is made by the participant under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse, such that the shares are no longer subject to a substantial risk of forfeiture, the employee generally will recognize ordinary income and the Company generally will be entitled to a deduction for an amount equal to the excess of the fair market value of the shares at the date such restrictions lapse over the purchase price therefore. Similarly, when deferred stock vests and is issued to the employee, the employee generally will recognize ordinary income and the Company generally will be entitled to a deduction for the amount equal to the fair market value of the shares at the date of issuance. If an election is made under Section 83(b) with respect to restricted stock, the employee generally will recognize ordinary income at the date of issuance equal to the excess, if any, of the fair market value of the shares at that date over the purchase price therefore and the Company will be entitled to a deduction for the same amount. The Code does not permit a Section 83(b) election to be made with respect to deferred stock.

~~Dividend Equivalents.~~ A recipient of a dividend equivalent award generally will not recognize taxable income at the time of grant, and the Company will not be entitled to a deduction at that time. When a dividend equivalent is paid, the participant generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction.

~~Performance Awards.~~ A participant who has been granted a performance award generally will not recognize taxable income at the time of grant, and the Company will not be entitled to a deduction at that time. When an award is paid, whether in cash or common stock, the participant generally will recognize ordinary income, and the Company will be entitled to a corresponding deduction.

~~Stock Payments.~~ A participant who receives a stock payment in lieu of a cash payment that would otherwise have been made will generally be taxed as if the cash payment has been received, and the Company generally will be entitled to a deduction for the same amount.

~~Section 162(m) Limitation.~~ In general, under Section 162(m), income tax deductions of publicly held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises, transfers of property and benefits paid under nonqualified retirement plans) for certain executive officers exceeds $1 million (less the amount of any "excess parachute payments" as defined in Section 280G of the Code) in any one year. However, under Section 162(m), the deduction limit does not apply to certain "performance-based compensation." Under Section 162(m), stock options and SARs will satisfy the "performance-based compensation" exception if the awards of the

options or SARs are made by a committee of the Board of Directors consisting solely of two or more "outside directors," the plan sets the maximum number of shares that can be granted to any person within a specified period, and the compensation is based solely on an increase in the stock price after the grant date (i.e., the option or SAR exercise price is equal to or greater than the fair market value of the stock subject to the award on the grant date). Other types of awards may only qualify as "performance-based compensation" if such awards are granted or payable only to the recipients based upon the attainment of objectively determinable and pre-established performance targets established by a qualifying committee of the Board and related to performance goals approved by our shareholders.

The 2015 Plan has been designed in order to permit the Compensation Committee to grant stock options and SARs that will qualify as "performance-based compensation" under Section 162(m). In addition, in order to permit awards other than stock options and SARs to qualify as "performance-based compensation," the 2015 Plan allows the Compensation Committee to designate as "Section 162(m) Participants" employees whose compensation for a given fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m). The Compensation Committee may grant awards to Section 162(m) Participants that vest or become exercisable upon the attainment of specific performance targets that are related to one or more of the performance goals set forth in the 2015 Plan.

If the 2015 Plan under Proposal #2 is approved by our shareholders, the Compensation Committee in its sole discretion will determine the number and types of awards that will be granted under the Plan going forward and will also determine the persons to whom awards will be granted. Therefore, the number of shares to be issued under the 2015 Plan and the net values to be realized upon such issuances are discretionary, and therefore, not determinable.

~~The Board of Directors unanimously recommends a vote FOR the Company's 2015 Equity Incentive Award Plan.~~

~~PROPOSAL #3—~~RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has ~~selected~~appointed KPMG LLP ("KPMG") as ~~the~~our independent registered public accounting firm ~~to audit the financial statements of the Company and its subsidiaries~~ for the fiscal year ending ~~January 2, 2016.~~December 29, 2018. KPMG has served as our independent registered public accounting firm since September 16, ~~2013 and audited~~2013. Services provided to the ~~Company's financial statements for~~Company by KPMG in the fiscal year ended ~~January 3, 2015.~~

~~Change in Independent Registered Public Accounting Firm~~
December 30, 2017, and the fiscal year ended December 31, 2016 are described below.

~~As previously disclosed,~~We are asking our shareholders to ratify the selection of KPMG ~~was engaged as the Company's independent registered public accounting firm on September 16, 2013 following the Audit Committee's dismissal of PricewaterhouseCoopers LLP ("PWC")~~ as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification because we believe it is a sound corporate governance practice. If our shareholders do not ratify the selection, the Audit Committee will consider whether or not to retain KPMG but may retain them.

The ~~reports~~ratification of ~~PWC on our~~the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Representatives of KPMG will be present at the Annual Meeting and will have an opportunity to make a statement and/or to respond to appropriate questions from shareholders.

KPMG has advised us that it has no direct or indirect financial interest in the Company or in any of its subsidiaries and that during 2017, it had no connection with the Company or any of its subsidiaries, other than as its independent registered public accounting firm or in connection with certain other services, as described below.

During fiscal year 2017, we entered into an engagement agreement with KPMG, which set forth the terms by which KPMG agreed to perform audit services for the Company. Those services consisted of the audit of the annual consolidated financial statements as of the Company, and the effectiveness of our internal control over financial reporting, review of the quarterly financial statements, stand-alone audits of subsidiaries, and accounting consultations, consents, other services related to SEC filings by the Company and its subsidiaries, tax compliance services and transfer pricing services. KPMG did not perform any financial information systems design and implementation services for the Company for fiscal year ended December 29, 2012 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the year ended December 29, 2012, and through September 16, 2013, there were no: (i) disagreements with PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PWC's satisfaction, would have caused PWC to make reference to the2017.

During fiscal year 2016, KPMG performed services consisting of the audit of the annual consolidated financial statements of the Company, and the effectiveness of our internal control over financial reporting, review of the quarterly financial statements, stand-alone audits of subsidiaries, and accounting consultations, consents, other services related to SEC filings by the Company and its subsidiaries, tax compliance services and transfer pricing services. KPMG did not perform any financial information systems design and implementation services for the Company for fiscal year 2016.

The following table summarizes the fees paid by us to KPMG during fiscal years 2016 and 2017.

The Audit Committee is composed of five directors, all of whom meet the independence standards contained in the NYSE Listed Company rules, SEC rules, and USANA's Corporate Governance Principles, and operates under a written charter adopted by the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the Company's system of internal control over financial reporting.

The Audit Committee selects, subject ~~matter thereof~~to shareholder ratification, the Company's independent registered public accounting firm, and oversees and monitors the Company's financial reporting process on behalf of the Board of Directors. The Audit Committee selected KPMG as the Company's independent registered public accounting firm for fiscal year 2017. KPMG is responsible for performing independent audits of the Company's consolidated financial statements and internal control over financial reporting and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in ~~connection~~the United States of America and on the effectiveness of the Company's internal control over financial reporting KPMG is also responsible for communicating its judgments as to the quality and the acceptability of the Company's financial reporting, and such other matters as are required to be discussed with the Committee under the standards of the Public Company Accounting Oversight Board (PCAOB).

The Committee discussed with KPMG its ~~reports~~independence from management and the Company, including the impact of any non-audit-related services provided to the Company, the matters in KPMG's written disclosures, and the letter from KPMG to the Committee pursuant to the applicable requirements of the PCAOB regarding the firm's communications with the Audit Committee concerning its independence. The Committee also discussed with KPMG the matters required to be discussed by PCAOB Auditing Standard No. 1301,Communications with Audit Committees.

Further, the Committee discussed with the Company's internal audit executive and KPMG the overall scope and plans for ~~such years; or (ii) reportable events,~~their respective audits. The Committee meets periodically with the internal audit executive and representatives of the independent registered public accounting firm, with and without management present, to discuss the results of the examinations, their evaluations of the Company's internal controls (including internal control over financial reporting), and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in USANA's Annual Report on Form 10-K for the fiscal year ended December 30, 2017 filed with the Securities and Exchange

Commission. The Committee also evaluated and reappointed KPMG as ~~described under Item 304(a)(1)(v)~~the Company's independent registered public accounting firm for fiscal 2018.

Respectfully submitted by the members of ~~Regulation S-K.~~the Audit Committee:

It is the policy of the Audit Committee, as set forth in the Audit Committee's Charter, to pre-approve, consistent with the requirements of the federal securities laws, all auditing services and permissible non-audit services provided to the Company by its independent registered public accounting firm. The Audit Committee pre-approves any engagement of KPMG and has the ultimate authority and responsibility to select, evaluate, and where appropriate, replace the independent registered public accounting firm and nominate an independent registered public accounting firm for shareholder approval. While ratification of the selection of accountants by the shareholders is not required and is not binding upon the Audit Committee or the Company, in the event of a negative vote on such ratification, the Audit Committee might choose to reconsider its selection.

Prior to the performance of any services, the Audit Committee approves all audit and non-audit services to be provided by the Company's independent registered public accounting firm and the fees to be paid therefor. Although the Sarbanes-Oxley Act ~~of 2002~~ permits the Audit Committee to pre-approve some types or categories of services to be provided by the independent registered public accounting firm, it is the current practice of the Audit Committee to specifically approve all services provided by the independent registered public accounting firm in advance, rather than to pre-approve any type of service. In connection with this practice, the Audit Committee has considered whether the provision of non-audit services is compatible with maintaining KPMG's ~~independence.~~

~~KPMG has advised us that it has no direct or indirect financial interest in~~independence established policies and procedures for the pre-approval of audit, audit related, tax and permissible other services to be provided to the Company ~~or in any of its subsidiaries and that during 2014 it had no connection with the Company or any of its subsidiaries, other than as~~by its independent registered public accounting ~~firm or~~firm. All fees listed in ~~connection with certain other activities, as described below.~~

~~The financial statements of~~ the Company for the year ended January 3, 2015, and the report of the independent registered public accounting firm will be presented at the Annual Meeting. KPMG will have a representative present at the meeting who will have an opportunity to make a statement, if he or she so desires, and to respond to appropriate questions from shareholders.

During the fiscal year 2014, KPMG performed services consisting of the audit of the annual consolidated financial statements of the Company, and the effectiveness of our internal controls over financial reporting, review of the quarterly financial statements for the quarters ended March 29, 2014, June 28, 2014 and September 27, 2014, stand-alone audits of subsidiaries, and accounting consultations, consents, other services related to SEC filingstable above were pre-approved by the Company and its subsidiaries, tax compliance services and transfer pricing srevices. KPMG did not perform any financial information systems design and implementation services for the Company for the fiscal year 2014.Audit Committee.

During fiscal year 2013, KPMG performed services consisting of the audit of the annual consolidated financial statements of the Company, and the effectiveness of our internal controls over financial reporting, review of the quarterly financial statements for the quarters ended September 28, 2013, stand-alone audits of subsidiaries, and accounting consultations, consents, and other services related to SEC filings by the Company and its subsidiaries. KPMG did not perform any financial information systems design and implementation services for the Company for the fiscal year 2013.

Also, during fiscal year 2013, PWC provided services consisting of reviews of the quarterly financial statements for the quarters-ended March 31, 2013 and June 30, 2013, stand-alone audits of subsidiaries,

and accounting consultations, consents, and other services related to SEC filings and registration statements that were filed by the Company and its subsidiaries. PWC also provided other services to the Company in fiscal year 2013, consisting primarily of tax consultation and related services. PWC did not perform any financial information systems design and implementation services for the Company for the fiscal year 2013.

~~The following table summarizes the fees that were paid to KPMG and PWC by the Company during fiscal years 2014 and 2013.~~

The Board of Directors unanimously recommends a voteFOR ratification of the appointment of KPMG LLP, as the Company's independent registered public accounting firm for fiscal year ~~2015.~~2018.

~~REPORT~~SECURITY OWNERSHIP OF ~~THE AUDIT COMMITTEE~~
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The ~~Audit Committee is responsible for monitoring~~following table sets forth certain information regarding the ~~Company's financial auditing, accounting~~beneficial ownership of our common stock, as of March 7, 2018, by (1) each person known by us to be the beneficial owner of more than 5% of the issued and ~~financial reporting processes~~outstanding common stock based upon their most recent filings or correspondence with the SEC, (2) our Named Executive Officers and the ~~Company's system of internal controls,~~directors individually, and ~~selecting~~(3) the ~~independent registered public accounting firm on behalf~~Named Executive Officers and directors as a group. Except as indicated in the footnotes below, each of the ~~Board~~persons listed below is believed to exercise sole voting and investment power over the shares of ~~Directors. Management has the primary responsibility~~common stock that are listed for the financial statements and the reporting process, including the systems of internal controls. The independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of the Company's consolidated financial statements and the effectiveness of internal controls over financial reportingsuch individual or entity in ~~accordance with standards of the Public Company Accounting Oversight Board (United States) and issuing an opinion thereon. In~~ this context, the Audit Committee met regularly and held discussions with management, the internal audit department and KPMG LLP. Management represented to the Audit Committee that the consolidated financial statements for the fiscal year 2014 were prepared in accordance with U.S. generally accepted accounting principles.

Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements of the Company be included in the Company's Annual Report on Form 10-K for the year ended January 3, 2015, for filing with the Securities and Exchange Commission.

table.

Name and Address
Number of
Shares(1) Percent of
Class(2)
Beneficial Owners of More Than 5%

Gull Global, Ltd.

11,522,053
47.9
%
PO Box N-4899, 2/F Bahamas Financial Ctr.

Shirley & Charlotte Streets

Nassau, C5 BH1-1000

Renaissance Technologies LLC(3)

1,930,966
8.0
%
800 Third Avenue

New York, New York 10022

FMR LLC(4)

1,549,638
6.4
%
245 Summer Street

Boston, MA 02210

Directors and Executive Officers

Myron W. Wentz, Ph.D.(5)
11,522,053 47.9 %
Chairman of the Board

Kevin G. Guest(6)

2,169
*
Chief Executive Officer

Jim Brown(7)

2,971
*
President & COO

G. Douglas Hekking(8)

2,289
*
Chief Financial Officer

Paul A. Jones(9)

10,702
*
Chief Leadership Development Officer

David Mulham(10)

6,000
*
Chief Field Development Officer

Dan Macuga(11)

1,941
*
Chief Communications and Marketing Officer

Robert Anciaux, Director(12)

10,630
*
Gilbert A. Fuller, Director(13)

4,822
*
Feng Peng(14)

3,660
*
Frederic Winssinger(15)

3,660
*
J. Scott Nixon(16)

859
*
Directors and Officers as a group (12 persons)

11,571,756
48.0
%


		~~Jerry G. McClain (Chair)~~ ~~Robert Anciaux~~ ~~Gilbert A. Fuller~~ ~~Ronald S. Poelman~~

*: Less than one percent.

Table of Contents
(1)
All entries exclude beneficial ownership of shares that are issuable pursuant to SSARs that have not vested or that are not otherwise exercisable as of the date hereof and which will not become vested or exercisable within 60 days of March 7, 2018.
~~EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS~~
        ~~The Company has no employment agreements with~~
(2)
Percentages are rounded to nearest one—tenth of one percent. Percentages are based on 24,066,524 shares outstanding on March 7, 2018. Shares of common stock subjected to SSARs that are presently exercisable or exercisable within 60 days of March 7, 2018 are deemed to be beneficially owned by the person holding the SSARs for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person.

(3)
Reflects the number of ~~its executive officers.~~
shares held at year-end, as reported on Form SC 13G/A filed on February 14, 2018.

(4)
Reflects the number of shares held at year-end, as reported on Form SC 13G/A filed on February 13, 2018.

(5)
Includes 11,522,053 shares held of record by Gull Global, Ltd., a Bahamas company, which is 100% owned by Dr. Wentz. Because of his control of Gull Global, Ltd, Dr. Wentz is deemed to be the beneficial owner of the shares that are owned of record by Gull Global, Ltd.

(6)
Includes 791 shares that are held of record and 1,378 shares that are held in the executive's 401(k) account.

(7)
Includes 791 shares that are held of record and 2,180 shares that are held in the executive's 401(k) account.

(8)
Includes 1,403 shares that are held in the executive's 401(k) account and 886 shares that are issuable pursuant to RSUs, which vest within 60 days of March 7, 2018.

(9)
Includes 10,702 shares that are issuable pursuant to SSARs, which are presently exercisable or which become exercisable within 60 days of March 7, 2018. This share count assumes settlement of this individual's SSARs at the closing market price on March 7, 2018.

(10)
Includes 873 shares that are held of record and 5,127 shares that are issuable pursuant to SSARs, which are presently exercisable or which become exercisable within 60 days of March 7, 2018. This share count assumes settlement of this individual's SSARs at the closing market price on March 7, 2018.

(11)
Includes 503 shares that are held of record and 1,438 shares that are held in the executive's 401(k) account.

(12)
Includes 10,630 shares that are issuable pursuant to DSUs, which are presently vested or which become vested within 60 days of March 7, 2018.

(13)
Includes 4,822 shares that are issuable pursuant to DSUs, which are presently vested or which become vested within 60 days of March 7, 2018.

(14)
Includes 3,660 shares that are issuable pursuant to DSUs, which are presently vested or which become vested within 60 days of March 7, 2018.

(15)
Includes 3,660 shares that are issuable pursuant to DSUs, which are presently vested or which become vested within 60 days of March 7, 2018.

(16)
Includes 859 shares that are issuable pursuant to DSUs, which are presently vested or which become vested within 60 days of March 7, 2018.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
        Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file ~~reports~~statements reporting their initial beneficial ownership of ~~ownership~~common stock and any subsequent changes in beneficial ownership, with the SEC, ~~and with the NYSE. Officers, directors, and greater-than-ten-percent shareholders are also required~~by specified due dates that have been established by the ~~SEC to furnish us with copies of all Section 16(a) forms that they file.~~SEC.
        Based solely upon aour review of (a) Section 16(a) statements filed on behalf of these ~~forms~~persons for their respective transactions during our 2017 fiscal year and (b) representations received from these

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persons that no other Section 16(a) statements were furnished to the Company, and based on representations made by certain persons who were subject to this obligation that such filings were not required to be made, the Company believes that all reports that are required to be filed by ~~these individuals~~them for their respective transactions during fiscal year 2017, we believe that all Section 16(a) filing requirements applicable to our directors and executive officers and persons ~~under Section 16(a)~~beneficially holding more than 10% of our outstanding common stock were ~~filed on time in fiscal year 2014, except that the SSAR award to each of the Named Executive Officers and Directors in fiscal 2014 was reported late on Form 4.~~complied with by these individuals.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies and Procedures Regarding Related Party Transactions
        In the ordinary course of business, we may engage in transactions which have the potential to create actual or perceived conflicts of interest between USANA and our directors and officers or their immediate family members. The Audit Committee charter requires that the Audit Committee review and approve any related party transaction or, in the alternative, that it notify and request action on the related party transaction by the full Board of Directors. While we have not adopted formal written procedures for reviewing such transactions, in deciding whether to approve a related party transaction, the Audit Committee may consider, among other things, the following factors:
•
information regarding the goods or services that are proposed to be provided, or that are being provided, by or to the related party;

•
the nature of the transaction and the costs to be incurred by the Company;

•
an analysis of the costs and benefits that are associated with the transaction and a comparison of alternative goods or services that are available to the Company from unrelated parties;

•
an analysis of the significance of the transaction to the Company;

•
whether the transaction would be in the ordinary course of our business;

•
whether the transaction is on terms that are comparable to those that could be obtained in an arm's-length dealing with an unrelated third party; and

•
whether the transaction could result in an independent director no longer being considered to be independent under the NYSE rules.
        After considering these and other relevant factors, the Audit Committee either (1) approves or disapproves the related party transaction, or (2) requests that the full Board of Directors consider the matter. The Audit Committee will not approve any related party transaction which is not on terms that it believes are both fair and reasonable to USANA.

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Related Party ~~Transaction~~Transactions
        The Company's Founder and Chairman of the Board, Myron W. Wentz, PhD is the sole beneficial owner of ~~Gull Holdings, Ltd., which is~~ the largest shareholder of the ~~Company.~~Company, Gull ~~Holdings,~~Global, Ltd. As of March 7, 2018, Gull Global, Ltd. owned ~~51.5%~~47.9% of ~~our~~the Company's issued and outstanding ~~shares as of January 3, 2015.~~shares. Dr. Wentz devotes much of his personal time, expertise, and resources to a number of business and professional activities outside of USANA. The most significant of these is the Sanoviv Medical Institute, which is a unique, fully integrated health and wellness center located near Rosarito, Mexico that Dr. Wentz founded in 1998. Dr. Wentz's private entity, Sanoviv S.A. DEde C.V. ("Sanoviv"), contracts with Amarevita S DE RL DE CV (formerly Medicis, S.C.) ("~~Medicis"~~Amarevita"), an entity that is owned and operated independently of Dr. Wentz, to conduct the operations of the Sanoviv Medical Institute. Sanoviv leases the medical building to ~~Medicis~~Amarevita and ~~Medicis~~Amarevita carries out all of the operations of the medical institute, which include employing all of the medical and healthcare professionals who provide services at the medical institute. The ~~Medicis~~Amarevita medical and healthcare professionals possess expertise in the fields of human health, digestive health, nutritional medicine, lifestyle medicine and other medical fields that are important to USANA.

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        ~~In 2014, Medicis performed a variety of contract research services on behalf of USANA, which included: (i)~~Amarevita performs research and development of novel product formulations for future development and production by ~~USANA;~~USANA, and ~~(ii)~~they also perform research and development of improvements in existing USANA product formulations. ~~Also, in 2014, Medicis performed heath~~In addition to providing contract research services, Amarevita provides physicians and other medical staff to speak at USANA Associate events. Finally, Amarevita performs health assessments and physical examinations for ~~certain of our executives.~~the Company's Executives. In ~~exchange~~consideration for these services, USANA paid ~~Medicis approximately $314,000 during 2014.~~Amarevita $383,000, $322,000, and $337,000 in 2015, 2016, and 2017, respectively. The Company's agreements with ~~Medicis~~Amarevita were approved by the Audit Committee in advance of the Company's entry into the agreements. ~~Our~~USANA's collaboration with ~~Medicis~~Amarevita is terminable at will by usUSANA at ~~anytime,~~any time, without any continuing commitment by USANA.
        The Company has had a long-standing relationship with Drive Marketing, a promotional product distributor located in Sandy, Utah. Drive Marketing provides the Company with customized products for Associate recognition. The Company paid Drive Marketing $420,000, $523,000. and $781,000, in 2015, 2016 and 2017, respectively. During 2016, Drive Marketing hired Nathan Guest as a sales representative for its various network marketing accounts, including the Company's account. Nathan Guest is the son of Kevin Guest, our Chief Executive Officer. Drive Marketing is one of many promotional product distributors utilized by the Company. The Company's relationship with Drive Marketing is terminable at will by the Company at any time without any continuing commitment.
        The Company has had a long standing contractual relationship with Shane Farmer, the sole owner of Dark Horse Rowing, LLC located in San Diego, California. Mr. Farmer provides consulting and other advisory services to the Company related to its development of nutritional products. The Company paid Dark Horse Rowing, LLC $129,000, $136,000, and $135,000, in 2015, 2016 and 2017, respectively. During 2017, Shane Farmer became the stepson of Dr. Wentz, the Company's founder and Chairman of the Board. Mr. Farmer is one of many consultants and experts utilized by the Company to advise on nutrition. The Company's relationship with Dark Horse Rowing is terminable at will by the Company at any time without any continuing commitment.

EXECUTIVE OFFICERS
        Our executive officers at December 30, 2017 and as of the date of this Proxy Statement were:
Name
Position
Kevin G. Guest Chief Executive Officer and Director
Jim Brown President and Chief Operating Officer
G. Douglas Hekking Chief Financial Officer
Paul A. Jones Chief Leadership Development Officer
James H. Bramble Chief Legal Officer and Corporate Secretary
Daniel A. Macuga Chief Communications and Marketing Officer
Robert Sinnott Chief Scientific Officer
Walter Noot Chief Information Officer
David Mulham Chief Field Development Officer
        The following information is provided to us by our executive officers.
Kevin G. Guest, 55, Chief Executive Officer. Mr. Guest's biographical and business background information are provided for you in the section above titled "Director Nominees," where he is listed as a nominee for director.

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Jim Brown, 49, President and Chief Operating Officer. Mr. Brown joined USANA in 2006 as Vice President of Operations. In July 2011, he was appointed Vice President of Global Operations and served in that role until July 2012, when he was appointed Chief Production Officer. He served in that role until November 2013 when he was appointed Chief Operating Officer. He served in that role until November 2016 when he was appointed President and Chief Operating Officer. Prior to joining USANA, Mr. Brown was employed at Sonoco as a plant manager where he was responsible for safety, quality, finance, production, and maintenance. Mr. Brown received a bachelor's degree with a double major in computer science and math as well as an M.B.A. from Francis Marion University in Florence, South Carolina.
G. Douglas Hekking, 48, was promoted from Executive Vice President of Finance, a position that he has held since May 2016, to Chief Financial Officer in May 2017. Mr. Hekking joined USANA in 1992 and served in several management positions until March 1996, when he was appointed as Controller. Mr. Hekking served as Controller from March 1996 until February 2005, when he was appointed as Vice President of Finance. He served as Vice President of Finance until July 2007, when he transitioned to our operations group and was appointed as Executive Director of Special Projects. He served in this position until May 2011, when he was promoted to Chief Financial Officer. Mr. Hekking served in this role until December 2012, when he stepped aside to attend to certain family health matters. In December 2012, Mr. Hekking was appointed as Vice President of Finance until May 2016, when he was appointed as Executive Vice President of Finance. Mr. Hekking received a B.S. in accounting from the University of Utah and an M.B.A. from Brigham Young University.
Paul A. Jones, 54, Chief Leadership Development Officer. Mr. Jones joined USANA in 2005 as Vice President of Human Resources and served in this role until June 2007, when he left to complete a three-year service mission. Mr. Jones returned as Vice President of Human Resources in July 2010, and served in this role until December 2012, when he was appointed Chief Financial Officer. In August 2015, Mr. Jones was also appointed Chief Leadership Development Officer. Prior to joining USANA, Mr. Jones was Vice President of Human Resources and later Vice President of Operations for Associated Food Stores, Inc. Mr. Jones received a B.S. in finance from Utah State University and M.A. in organizational management from the University of Phoenix. Mr. Jones is also a Certified Management Accountant.
James H. Bramble, 48, Chief Legal Officer and Corporate Secretary. Mr. Bramble joined USANA in March 1998 to manage the Compliance and Legal Departments. In April 2006, he was appointed Vice President and General Counsel. In July 2008, Mr. Bramble was also appointed Corporate Secretary, and served in these roles until May 2011, when he was appointed Chief Legal Officer and Corporate Secretary. Prior to joining USANA, Mr. Bramble was employed with Novus Services. Mr. Bramble received a B.S. in political science with a minor in Spanish from the University of Utah in Salt Lake City, Utah. He received his J.D. from the S.J. Quinney College of Law at the University of Utah.
Daniel A. Macuga, Jr., 48, Chief Communications and Marketing Officer. Mr. Macuga joined USANA in 2007 as Vice President of Network Development and Public Relations. In July 2008, he was appointed as Vice President of Marketing, Public Relations and Social Media and served in that role until December 2011, when he was appointed Chief Communications Officer. He served in that role until February 2014 when he was appointed Chief Communications Officer and Executive Vice President of Field Development for the Americas. He served in that role until November 2016 when he was appointed Chief Communications Officer. Prior to joining USANA, Mr. Macuga was employed at the Chrysler Corporation, where he spent 15 years working closely with independent dealership entrepreneurs to help them build their businesses, increase awareness for their products, and keep them focused on effective customer relationship management. Mr. Macuga received a B.A. in communications from the University of California, San Diego.

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Robert A. Sinnott, M.N.S., Ph.D., 53, joined USANA as our Chief Scientific Officer in August 2016. From 2005 to 2016, he was Chief Science officer of Mannatech, Inc. From 2009 to 2012, he also served as Co-Chief Executive Officer and from 2012 to 2016 as CEO of Mannatech. During his tenure at Mannatech, Dr. Sinnott has served to further the company's proprietary science, research and development, and initiated independent clinical trials, was responsible for oversight of quality assurance/quality control, global regulatory affairs, legal department, human resources, and global supply chain. Dr. Sinnott has held scientific and business positions in both industry and government over the past 25 years with experience in life sciences, chemistry, biotechnology and nutrition. For the past 18 years, he has worked directly in the dietary supplement industry both in the United States and internationally. From 2006 to 2011, Dr. Sinnott held a seat on the Board of Directors of the Council of Responsible Nutrition's (the "CRN"), the leading trade association representing ingredient suppliers and manufacturers of dietary supplements. From 2009 to 2011, Dr. Sinnott also served as chair of the Senior Scientific Advisory Committee (SSAC) for the CRN. The SSAC is comprised of the highest-ranking scientific officers of member companies. Its role is to assist the CRN with development and implementation of scientific strategy relating to scientific publications, scientific policies and programs by government agencies. Dr. Sinnott holds a B.S. degree in Biological Sciences, a Masters in Natural Science, and a Ph.D. in Plant Sciences from Arizona State University, in Tempe, Arizona. His focus was on applied biological sciences, including biotechnology and plant medicinal chemistry.
Walter Noot, 52, joined USANA as Chief Information Officer in December 2016. Mr. Noot has more than two decades of executive leadership experience and has worked with a wide range of businesses in many industries, from start-ups to multibillion-dollar companies. From 2014 until 2016, he was an executive officer of Young Living Essential Oils, LC, where he served as Chief Information Officer and Senior Vice President of Operations before joining USANA. While at Young Living he oversaw improvements to the supply chain, implementation of a new ERP, and a software systems rebuild. Prior to joining Young Living, Mr. Noot was COO of MonaVie, another direct sales company from 2012 to 2014 and has held leadership positions with Computer Associates, Canon (Oce), and Onyx Graphics. He holds a B.S. degree in mechanical engineering from Brigham Young University.
David Mulham, 57, Chief Field Development Officer. Mr. Mulham joined USANA in 2009 as Field Development, Marketing and Customer Service Manager for Australia and New Zealand. In February 2011, he was appointed General Manager, for Australia and New Zealand and served in that role until June 2011, when he was appointed Vice President, Pacific Region (Australia, New Zealand and Philippines). In February 2014 he was appointed Executive Vice President of Field Development, Pacific Region and then in May 2015 he was appointed Executive Vice President, Pacific Region. He served in that role until January 2016 when he was appointed Executive Vice President, Pacific and Europe and then in September 2016, he was appointed Executive Vice President, the Americas, Pacific and Europe. He served in that role until February 2017, when he was appointed Chief Field Development Officer. Prior to joining USANA, Mr. Mulham had extensive experience in the Direct Selling Industry having worked for Amway, Mary Kay, Nutri Metics and Dorling Kindersley Family Learning. He subsequently worked in property development as Director of both Hunter Valley Gardens and Tempus Two Winery. Mr. Mulham has a post graduate diploma from Macquarie Graduate School of Management, Sydney, and received the Silver Stevie Award in 2015, for Executive of the Year—Health Products & Services and Pharmaceuticals.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction and Executive Summary
        The following Compensation Discussion and Analysis describes our executive compensation philosophy, the structure of our executive compensation programs, the factors that we consider when making decisions regarding the compensation for the executive officers named in the Summary Compensation Table (referred to in this Proxy Statement as our "Named Executive Officers" and included in the group referenced below by the terms "executive" and "executives" in the Compensation Discussion and Analysis), and certain changes we made to our executive compensation program during 2017.
Executive Summary
        We believe that our executives and employees, as well as the compensation programs that incent them, are key factors in driving strong financial and operational performance and creating shareholder value. With that in mind, our executive compensation program is designed to, among other things, (i) provide a competitive and equitable compensation and benefits package for our executives; (ii) promote a pay-for-performance philosophy, and (iii) motivate and retain effective executives. Proposal Number 3 of this Proxy Statement provides you the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers as set forth in this Proxy Statement. At our 2017 Annual Meeting of Shareholders held on May 3, 2017, shareholders had the opportunity to provide an advisory vote on the compensation paid to our Named Executive Officers. Over 82% of the votes cast by our shareholders were in favor of the non-binding resolution approving executive compensation paid in fiscal year 2016 to our Named Executive Officers. The Compensation Committee believes that those results generally affirm shareholder support of our approach to executive compensation. Indeed, none of the changes made to our compensation structure in 2017 were in response to the vote, but are part of continuous efforts to evaluate and improve our compensation programs.
        During 2017, the Compensation Committee evaluated the financial and non-financial performance delivered by the Company and the executives, as well as each component of our executive compensation program. As noted below, the Compensation Committee utilized the services of a compensation consultant to help facilitate this evaluation. The Compensation Committee's objective in conducting this evaluation was to determine whether the Company's executive compensation program is successful in accomplishing the objectives of the program (as noted below in the paragraph titled "Compensation Philosophy and Objectives"). In particular, the Compensation Committee continued the review it began in 2016 of the equity component of our executive compensation program. In light of this review, and the recommendations by the Committee's Compensation Consultant, the Committee made certain changes to our equity compensation program in 2017 as described below.
Summary of 2017 Accomplishments
        In fiscal 2017, we generated our 15^th consecutive year of record sales and concluded the year with a record number of active Customers. Customer growth is our highest priority as we strive to improve the health and nutrition of individuals and families around the world. During the year, we:
•
Introduced Celavive®, our innovative skincare system formulated with the USANA InCelligence Technology®. Celavive® offers a comprehensive skin care regimen benefiting multiple skin care types and ethnicities, with upgraded science and more noticeable user benefit;

•
Announced our planned entry into four new European markets; Germany, Spain, Italy, and Romania, by mid-2018.

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•
Utilized a variety of product promotions in specific markets around the world, which were successful in generating demand for our products from our existing customer base and incremental customer growth;

•
Expanded our international brand ambassador and athlete sponsorship program known as "Team USANA" with additional athlete sponsorships around the world. Under this program, USANA is designated as the exclusive supplement provider for over 1,000 elite athletes around the world. These athletes represent the USANA brand as they compete at the highest levels of their sport; and

•
Continued to improve our information technology systems and infrastructure to support our growing customer base and improve the online and social media interaction of our customers with the Company.
Compensation Philosophy and Objectives
        Our compensation philosophy, as approved by the Compensation Committee, is to establish and maintain executive compensation programs that are designed to accomplish the following objectives:
•
To attract and retain, through a fair and competitive compensation plan, executives who have the intelligence, education, and experience that is required to effectively administer the affairs of the Company;

•
To motivate our executives to achieve certain financial and non-financial performance objectives for the benefit of our shareholders by tying components of their total compensation to individual and Company performance; and

•
To ensure that compensation practices do not impair our financial strength or future success.
        The Compensation Committee acts to meet these objectives by utilizing and maintaining a balance among three major components of compensation: base salary, short-term incentive compensation (cash bonus), and long-term incentive compensation (in the form of equity awards). The Compensation Committee believes that these three components provide an appropriate framework to attract, retain and motivate our executives, and align a significant portion of executive compensation with short-and long-term performance objectives that drive shareholder value.
Overview of Components of Executive Compensation Program
        Our executive compensation program includes base salary, short-term incentive compensation (in the form of a cash bonus), and long-term incentive compensation (in the form of equity awards). Short-term incentive compensation is performance-based and designed to motivate our Executives to achieve annual financial and non-financial performance objectives. To minimize potential risk, the potential for short-term incentive compensation has historically been capped at 100% of an Executive's base salary. Long-term incentive compensation utilizes equity awards, which vest over several years. These awards reward the executive for sustainable corporate performance and are intended to align the financial interests of our executives with those of our shareholders.
        Other than as described in this Compensation Discussion and Analysis, we typically do not provide benefits to our executives that are different from, or in addition to, those that are provided to our general employees. As shown in the compensation tables included in this Proxy Statement, our executives do not currently receive retirement benefits, pre-determined severance arrangements, deferred compensation opportunities, or other perquisites that are commonly provided to executives of similarly sized companies.

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Role of Compensation Committee
        Our executive compensation philosophy and practice has been developed through a collaborative effort of the Compensation Committee, the Chief Executive Officer, and the Chief Leadership Development Officer. In addition, the Compensation Committee has engaged the services of an independent, outside compensation consulting firm Frederic W. Cook & Co. (the "Compensation Consultant" or "FW Cook"). The Compensation Committee regularly seeks input in its meetings from these officers and, in its discretion, the Compensation Consultant, including their ideas, opinions, and proposals regarding executive compensation; however, the Compensation Committee functions and votes independently and is responsible for all changes to the executive compensation philosophy and program.
Role of Corporate Management in Assisting Compensation Committee
        The Compensation Committee has the primary authority to determine the Company's compensation philosophy and to establish compensation for our Named Executive Officers. It is responsible for ensuring that executive compensation decisions are thoroughly researched and implemented. All of our executives and employees participate in an annual performance review with their immediate supervisor, during which the executive or employee receives input about his or her performance and contributions to our results for the period being assessed. The Compensation Committee seeks input from the Chief Executive Officer and the Chief Leadership Development Officer to identify key factors and to obtain information related to executive compensation. These key factors and information generally involve an executive's level of responsibility, years of experience, current overall compensation level in relation to external market studies and internal equity analysis between executives, the impact of current compensation practices on our financial statements and condition, the relationship between executive compensation and performance of the Company, and other relevant data.
        Our Chief Leadership Development Officer takes direction from and makes suggestions to the Chairman of the Compensation Committee in establishing the quarterly committee meeting agenda and preparing the materials to be presented to the Compensation Committee. These materials contain minutes from prior meetings, key items to be addressed, and background information to help the Compensation Committee in its decision-making process.
Compensation Consultant
        The Compensation Committee has historically retained and utilized FW Cook to assess the Company's executive compensation program. In late 2016 and early 2017, the Compensation Committee again engaged FW Cook to advise it regarding executive compensation, including total compensation benchmarking, aggregate equity compensation, and various other incentive practices. Prior to engaging FW Cook, the Compensation Committee considered and assessed FW Cook's independence. To ensure FW Cook's continued independence and to avoid any actual or apparent conflict of interest, the Compensation Committee does not permit FW Cook to be engaged to perform any services for the Company beyond those services provided to the Compensation Committee. To that end, in 2017 FW Cook did not perform any work for the Company outside of the services it performed for the Compensation Committee. The Compensation Committee has sole authority to retain or terminate FW Cook as its executive compensation consultant and to approve its fees and other terms of engagement. The Compensation Committee regularly considers the independence of the Compensation Consultant and determines whether any related conflicts of interest require disclosure.
        Representatives of the Compensation Consultant delivered a report (the "2017 Report") to the Compensation Committee at its February 2017 meeting and discussed the report with the Committee. In its 2017 Report, FW Cook presented the practices of a peer group of 20 publicly-traded multi-level

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marketing, nutritional, or personal product companies to benchmark the Company's position in its use of cash and equity compensation for executives. These companies were all within a reasonable range of our revenue, operating income, and market capitalization. This information was gathered and analyzed for the 25^th, 50^th, and 75^th percentiles for annual salary, short-term incentive and long-term incentive pay elements. Where possible, the Compensation Committee matched our executives to appropriate proxy and survey positions based on job duties and level of responsibility to their counterparts in this peer group. The peer group in the 2017 Report included:
Coty, Inc. Nu Skin Enterprises, Inc.
GNC Holdings, Inc. Nutraceutical International Corporation
The Hain Celestial Group, Inc. NutriSystem Inc.
Herbalife, Ltd. Prestige Brands Holdings, Inc.
International Flavors and Fragrances Inc. Primerica, Inc.
Inter Parfums, Inc. Revlon, Inc.
LifeVantage Corporation Tupperware Brands Corporation
Mannatech, Incorporated Vitamin Shoppe, Inc.
Medifast Weight Watchers International, Inc
Natural Health Trends Corp.
Nature's Sunshine Products, Incorporated
Compensation Risk Assessment
        Our Compensation Committee considers the risk to the Company associated with each component of our executive compensation program, namely base salary, executive bonuses, and short-and-long term incentive compensation. In considering these risks, the Compensation Committee believes that the following factors, among others, reduce the likelihood of excessive risk taking in connection with executive compensation at USANA:
•
Our compensation components provide a balanced mix of (i) cash and equity compensation, (ii) short-term and long-term incentive compensation, and (iii) financial performance metrics;

•
Our executives generally all participate in the same short-term incentive program with similar performance metrics;

•
Maximum pay-out levels for short-term incentive compensation are generally capped at 100% of an executive's base salary;

•
Our equity awards generally vest over several years and generate incremental value (over the value at the grant date, if any) only if the Company performs well financially and our stock price increases over time;

•
We maintain strict internal controls over the determination and payout of each component of executive compensation;

•
We do not typically enter into employment or other management agreements with any of our executive officers that contain post-termination or change-in-control payments; and

•
We generally do not provide significant perquisites or personal benefits to our executive officers.
        Based on the Compensation Committee's review of these factors and on the results of the risk assessment, the Committee determined that our executive compensation is designed according to its stated philosophy and does not create risks that are reasonably likely to have a material adverse effect on the Company.

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Components of Compensation
Base Salary
        Base salary represents the fixed component of executive compensation and is intended to compensate executives for their qualifications and the value of their job in the competitive market. Our goal is to target the market median as our strategic target for base salary. We review each executive's salary and performance every year to determine whether base salary should be adjusted. Along with individual performance, we also consider movement of salary in the market, as well as our financial results from the prior year to determine appropriate salary adjustments. While the Compensation Committee applies general compensation concepts when determining the competitiveness of our executives' salaries, the Compensation Committee generally considers base salaries as being competitive when they are within approximately 10% of the stated market target (in this case, the market 50^th percentile).
        Fiscal Year 2017 Review.    The 2017 Report provided by the Compensation Consultant indicated that USANA's base salaries and total target cash opportunities (base salary plus target short-term cash incentive) fall between the competitive 25^th percentile and median of the peer compensation group. Our Compensation Consultant recommended that individual adjustments should be considered for executives positioned well outside of the competitive ranges. As a result, the Compensation Committee adjusted the base salary of our Named Executive Officers and other executive officers' compensation to bring it to a level that is approximately equal to 50^th percentile of the peer group for fiscal year 2017. Adjustments to the base salary of certain Named Executive Officers in 2017 were also reflective of promotions in title and responsibility for the respective executive (as reflected in the Summary Compensation Table).
Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation)
        We offer our Named Executive Officers non-equity incentive plan compensation in the form of a cash bonus that is based on our achievement of certain financial performance objectives during the fiscal year. Cash bonuses are based on a percentage of the executive's base salary. Each year, the Compensation Committee sets the range of the cash bonus for which each executive is eligible and sets the performance objectives on which cash bonuses for that year will be based.
        2017 Executive Bonus Plan.    For fiscal year 2017, the Compensation Committee approved the 2017 Executive Bonus Plan (the "2017 Bonus Plan"), based on the following performance objectives: growth in net sales and profitability. As part of its determination to utilize this bonus criteria and structure, the Compensation Committee noted that the Company has used this bonus structure for several years and, under this structure, the Company has generated strong operating results and internal equity has been achieved amongst executives.
        Under the 2017 Bonus Plan, a cash bonus based on 9% of the Company's adjusted operating profits in excess of 10% of net sales is paid to executives in the form of a cash bonus. Payments are equal to a percentage of the executive's base salary, between zero and 100% of base salary, depending on the performance of the Company under the criteria of the plan. Each executive's target bonus percentage under the 2017 Bonus Plan was 50% of the executive's base salary, with the exception that the target bonus percentages for Mr. Guest, our Chief Executive Officer, and Mr. Brown, our President and Chief Operating Officer, were 75% of their respective base salaries. The Compensation Committee set the bonus targets under the 2017 Bonus Plan pursuant to recommendations of the Compensation Consultant and other market resources.

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        Shortly after the end of fiscal year 2017, the Compensation Committee reviewed the performance objectives established under the 2017 Bonus Plan and evaluated the actual performance delivered by the Company during fiscal year 2017. The Compensation Committee noted the following:
•
We achieved fiscal 2017 net sales of $1.047 billion, which is a 4.1% increase compared to fiscal year 2016;

•
Our fiscal year 2017 adjusted operating profit was $162.1 million; and

•
We had 2017 adjusted operating profit in excess of 10% of net sales of $57.3 million.
        Based on the Company's performance, and the criteria of the 2017 Bonus Plan, the Compensation Committee determined that each Executive had earned a cash bonus equal to 35.2% of the Executive's base salary under the 2017 Bonus Plan. Consequently, the Compensation Committee awarded this bonus amount to each Executive. The actual cash bonuses paid to our Named Executive Officers under the 2017 Bonus Plan are reflected in column (g) of the Summary Compensation Table of this Proxy Statement.
        2018 Executive Bonus Plan.    In February 2018, the Compensation Committee approved the 2018 Executive Bonus Plan and again designated growth in net sales and profitability as the performance objectives under the plan. The 2018 Executive Bonus Plan, however, will utilize 9.5% of the Company's operating profits in excess of 10% of consolidated net sales as the basis for the cash bonus in 2018. The change to 9.5% from 9% is to bring the results of the short-term incentive plan closer to the target for executive bonuses at 50% of base salary. Additionally, as a pilot program for potential structural adjustments to the executive bonus plan in the future, in 2018 the Compensation Committee will perform a parallel executive bonus calculation (for hypothetical purposes only), which includes certain individual executive performance objectives established by the Committee. Estimated payouts for the 2018 Bonus Plan are included in the section below in the table titled "Grants of Plan-Based Awards."
2017 Discretionary Cash Bonus
        As part of the Compensation Committee's review of the financial and non-financial performance delivered by the Company and executives during 2017, the Committee noted several areas of extraordinary non-financial performance delivered by executives during 2017 that was not adequately recognized by, and rewarded under, the Company's 2017 Bonus Plan. The areas of extraordinary non-financial performance included: (i) the introduction of Celavive®, the Company's new skincare line, (ii) the Company's announcement and preparation to enter four new markets in Europe by mid-2018; (iii) implementation of key information technology and social media enhancements during the year, (iv) the restructuring of executive leadership in many of the Company's major functions during the year, and (iv) the implementation of strategies by executives to effectively address regulatory and operating challenges domestically and internationally during the year. In light of the foregoing non-financial performance delivered by the Company and executives, the Compensation Committee approved a one-time, discretionary cash bonus for fiscal year 2017, in the total amount of $1.75 million for executives and employees. The actual discretionary cash bonuses paid to our Named Executive Officers in 2017 are reflected in column (d) of the Summary Compensation Table of this Proxy Statement.
Equity Compensation
        Overview and Historical Practice.    Equity compensation has been an integral part of USANA's compensation philosophy. We believe that equity grants that vest over a period of years tie a portion of our Executives' compensation to the Company's long-term performance and, thereby, align the interest of our Executives with the interests of our shareholders. Our historical practice has been to make periodic grants of long-term incentive awards to executives in the form of stock settled appreciation

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rights or SSARs. These awards typically vest over a period of years and tie a significant portion of our executives' compensation to the Company's long-term performance, aligning the interests of our executives with the interests of our shareholders. This practice delivers additional compensation to executives when the Company performs and the value of our stock increases. The Compensation Committee awards equity compensation to supplement our executives' cash compensation to ensure that total compensation is competitive in the marketplace and to align compensation with our long-term goals and objectives.
        The Compensation Committee's philosophy has been to issue intermittent SSAR awards to executives to drive long-term Company performance as well as individual executive performance. In general, SSAR awards are granted to executives as they enter into a qualifying position and vest annually in equal installments over a five-year period. Additional grants have been awarded periodically to executives as seen necessary by the Compensation Committee to maintain sufficient long-term incentive to accomplish the objectives outlined above. These additional grants typically do not vest in the first two years, but only at the end of years three, four and five, and such vesting for a particular Executive commences when the vesting schedule of that executive's particular SSAR award ends. The grant price for equity awards is the fair market value of the award as of the date of grant as determined by the closing price of the Company's common stock on the date of grant.
        2016 and 2017 Review.    In fiscal year 2016, the Compensation Committee made no equity grants to the Named Executive Officers as it reviewed potential changes to the long-term incentive component of executive compensation with the advice of the Compensation Consultant. As the Compensation Committee and the Compensation Consultant reviewed our program in 2016, they made the following observations:
•
Most of the peer group companies make regular annual grants in comparison to our practice of infrequent, periodic grants vesting over a long period of time.

•
Within the peer group companies, the mix of equity awards includes time-vested Restricted Stock Units (RSUs) and other awards in addition to SSARs and options.

•
Annualizing the grant value of SSARs used by us over the last three years for competitive comparisons, the annualized grant date value of long-term incentive ("LTI") awards made to our executives has been on the high end of the competitive range, above the peer 75^th percentile.

•
Both our (i) share usage rate (the aggregate LTI shares granted as a percentage of common shares outstanding) and (ii) shareholder value transfer rate (the cost of LTI shares granted each year as a percentage of our market cap) have been on the high end of the competitive range, above the peer 75^th percentile.

•
When there are significant declines in the price of our common stock, there is substantial risk that a significant portion of our executives' compensation (that portion represented by the LTI awards) will be underwater, as was the situation for example in October 2016 when, at the Company's then-current stock price, the SSAR awards previously granted to nearly all executives were underwater.
        2017 Changes to Equity Compensation Program.    In light of the foregoing information, and based on the recommendations of the Compensation Consultant, in 2017 the Compensation Committee adopted changes to the equity component of our executive compensation program as follows:
•
The Compensation Committee will now make smaller, annual equity awards to exeutives in lieu of larger intermittent equity awards to, among other things, help ensure each award has potential value if the Company performs;

•
Awards will vest and become exercisable in four equal annual installments of twenty-five percent (25%) of the total award on each of the first through fourth anniversary of the grant date;

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•
The value of the annual equity award to an executive will be (i) in-line with the market for each executive's title and position, and (ii) calculated to generate total compensation for the respective executive at approximately the 50th percentile of the peer group;

•
The Compensation Committee will utilize awards of RSU's in addition to SSARs to diversify the mix of equity granted to executives; and

•
Each of the grant value, share usage rate and shareholder value transfer rate associated with annual grants to executives will be managed to be in-line with the market and, more specifially, between the 50^th and 75^th percentile of the peer group.
        The grant price for equity awards will continue to be the fair market value of the award as of the date of grant as determined by the closing price of the Company's common stock on the date of grant.
        Excutive Stock Ownersip Policy.    In 2017, the Compensation Committee also adopted a formal executive stock ownership policy. Under this policy, executive officers identified by the Compensation Committee are required to hold a percentage of their annual base salary in USANA common stock as follows: (i) The Chief Executive Officer is required to hold a minimum of 1.5 times the value of his annual base salary; and (ii) all other officers are required to hold a minimum of 1 times the value of their annual base salary. Unexercised SSAR's, whether or not vested, unvested RSU's, and unearned and unvested DSU's will also be considered as held in satisfaction of this policy. The amount of an officer's personal stock holdings will be reviewed by the Compensation Committee annually and each officer will be allowed two years from the implementation date of the policy to achieve compliance with the policy.
Other Compensation
        Other than as described above, we do not provide benefits to our Named Executive Officers that are different from or in addition to those that we provide to our general employees. Those benefits are described below.
        Retirement:    Executives may participate in our company-sponsored 401(k) retirement plan on the same terms and conditions, including employer-matching provisions, as other employees. For the year ended December 30, 2017, we contributed matching funds totaling $1,794,411 to our 401(k) plan in which all eligible employee participants shared. During 2017, each of our eligible executives participated in our 401(k) plan and shared matching funds totaling $140,525. Except as disclosed in this paragraph, we provide no other retirement benefits to our executives.
        Severance:    We do not have any pre-arranged severance agreements or contracts with any of our executives that contain post-termination or change-in-control payment provisions. From time to time, we have provided severance benefits to executives on a case-by-case basis.
        Perquisites:    It is our general practice not to provide significant perquisites or personal benefits to our executives. The Compensation Committee, however, retains the discretion to consider and award reasonable perquisites or personal benefits to executives as necessary to accomplish the objectives under our compensation philosophy. In this regard, please note that we do not currently provide pension arrangements, post-retirement health coverage, or similar benefits for our executives or employees. In 2017, we paid health, life, and disability insurance premiums on behalf of our executives, all on the same terms as those that we provide to all of our employees.
        Insurance Plans and Other Benefits:    We provide insurance plans and other benefits to our executives that are similar to those plans and benefits that we customarily provide to our general employees.

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        Indemnification:    Article VI of our Amended and Restated Articles of Incorporation and Article 5 of our Bylaws provide for indemnification of our directors, officers, employees, and other agents to the extent and under the circumstances permitted by the Utah Revised Business Corporation Act. We have entered into agreements with our directors and officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent allowed. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons under the foregoing provisions, the SEC has stated that such indemnification is against public policy, as expressed in the Securities Act, and, therefore, such indemnification provisions may be unenforceable.
Accounting Considerations and Tax Deductibility of Executive Compensation
        In designing compensation programs, we consider the effects that accounting and taxation may have on us, the Named Executive Officers, or other employees as a group. We account for compensation arrangements in accordance with FASB ASC Topic 718. All share-based payments to employees are measured at fair value on the date of grant and recognized in the statement of operations as compensation expense over their requisite service periods.
        Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), generally imposes a $1 million limit on the amount of compensation paid to certain executive officers that a public corporation may deduct for federal income tax purposes in any year. During 2017, the Code provided an exception to the Section 162(m) deduction limitation for compensation qualifying as "performance-based compensation" within the meaning of the Code and the applicable Treasury Regulations.
        The "Tax Cuts and Jobs Act," enacted in December 2017, repealed the performance-based compensation exception to the Section 162(m) deduction limitation for tax years beginning after December 31, 2017. While we will continue to monitor our compensation programs in light of the deduction limitation imposed by Section 162(m) of the Code, our Compensation Committee considers it important to retain the flexibility to design compensation programs that are in the best long-term interests of the Company and our shareholders. As a result, we have not adopted a policy requiring that all compensation be deductible. The Compensation Committee may conclude that paying compensation at levels that are subject to limits under Section 162(m) of the Code is nevertheless in the best interests of the Company and our shareholders. Given changes made to Section 162(m) by the Tax Cuts and Jobs Act, it is likely that the Company will not be able to deduct for federal income tax purposes a portion of the compensation paid to our Named Executive Officers in 2018.
        Many other Code provisions and accounting rules affect the payment of executive compensation and are generally taken into consideration as our compensation arrangements are developed. Our goal is to create and maintain compensation arrangements that are efficient, effective and in full compliance with these requirements.

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REPORT OF THE COMPENSATION COMMITTEE
The material in this report is not "soliciting material," is not deemed "filed" with the SEC, and is not to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.
        The Compensation Committee of the Board of Directors of USANA Health Sciences, Inc. has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management of the Company and, based on such review and discussion in this proxy statement, has recommended to the Board of Directors that it be included in this proxy statement and incorporated into USANA's Annual Report on Form 10-K for the year ended December 30, 2017 by reference from this proxy statement.
        Submitted by the members of the Compensation Committee
D. Richard Williams (Chair)
J. Scott Nixon
Feng Peng
Frederic Winssinger

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SUMMARY COMPENSATION TABLE
        The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities during the fiscal years 2017, 2016 and 2015.
Name and principal position Year Salary
($) Bonus
($)(1) Equity awards
($)(2) Non-equity
incentive
plan
compensation
($)(3) All other
compensation
($)(4) Total
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)

Kevin G. Guest,
2017 $ 811,317 $ 58,613 $ 754,769 $ 428,542 $ 9,450 $ 2,062,691
Chief Executive Officer
2016 $ 626,628 — — $ 306,923 $ 9,275 $ 942,826
2015 $ 608,516 $ 75,000 $ 3,035,676 $ 350,383 $ 9,100 $ 4,078,675
Jim Brown,

2017
$
523,335
$
62,808
$
552,205
$
294,113
$
9,450
$
1,424,227
President and Chief
2016 $ 401,122 $ 83,333 — $ 196,469 $ 9,275 $ 690,199
Operating Officer
2015 — — — — — —
G. Douglas Hekking

2017
$
372,981
$
17,964
$
362,274
$
111,496
$
9,450
$
894,009
Chief Financial Officer(5)
2016 — — — — — —
2015 — — — — — —
Paul A. Jones,

2017
$
357,000
$
17,194
$
134,188
$
119,943
$
9,450
$
638,545
Chief Leadership
2016 $ 357,000 — — $ 174,859 $ 9,275 $ 541,134
Development Officer(6)
2015 $ 348,042 — $ 1,517,838 $ 188,403 $ 9,100 $ 2,063,383
Dan Macuga,

2017
$
416,170
$
20,044
$
351,011
$
149,399
$
9,450
$
943,224
Chief Communications &
2016 $ 371,110 — — $ 181,770 $ 9,275 $ 562,155
Marketing Officer
2015 — — — — — —
David Mulham,

2017
$
411,718
$
20,124
$
351,011
$
148,990
$
64,924
$
996,688
Chief Field Development
2016 — — — — — —
Officer(7)
2015 — — — — — —
(1)
Amounts in this column reflect a discretionary cash bonus paid to our Named Executive Officers for fiscal year 2017, and approved by the Compensation Committee as noted in the section above under the caption "2017 Discretionary Cash Bonus." Additionally, the amount reflected for Jim Brown includes a $25,000 bonus for a period when he assumed additional responsibilities for the Company's China operations.

(2)
Amounts in this column reflect the grant date fair value of stock-settled stock appreciation rights ("SSARs") and restricted stock units (RSUs) computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. These amounts do not represent the actual amounts paid to or realized by the Executive for these awards during the applicable fiscal year. Assumptions used in the calculation of these amounts are included in the Equity Based Compensation footnote to the Company's consolidated financial statements that are included in the Company's Annual Report on Form 10-K for the year ended December 30, 2017.

(3)
Amounts paid as cash bonus in subsequent fiscal year for performance realized in prior fiscal year (e.g., results of 2017 executive bonus paid out in first quarter of 2018), under the Company's short-term incentive plan discussed in the Compensation Discussion and Analysis section of this Proxy Statement.

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(4)
Amounts in this column reflect employer's matching contributions to the Executive's 401(k) plan, except in the case of the compensation paid to Mr. Mulham, which is retirement compensation paid pursuant to local law in his country of residence.

(5)
Mr. Hekking was appointed Chief Financial Officer in May 2017. Prior to his appointment, he was Executive Vice President of Finance.

(6)
Mr. Jones was appointed Chief Leadership Development Officer in August 2015, in addition to his position as Chief Financial Officer. He transitioned solely to Chief Leadership Development Officer in May 2017.

(7)
Mr. Mulham, who resides in Australia, was appointed Chief Field Development Officer in February 2017.

FISCAL YEAR 2017 CEO PAY RATIO
        As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual compensation of our employees and the annual total compensation of Kevin G. Guest, our Chief Executive Officer ("CEO") for the fiscal year 2017. The Compensation Committee reviewed a comparison of our CEO annual total compensation in fiscal year 2017 to that of all other Company employees for the same period. This is the first year we are disclosing the ratio of the pay of our CEO to the annual pay of our "median employee"(the "pay ratio") under the rule.
        We identified the median employee by examining the 2017 total compensation for all full-time and part-time employees, excluding our CEO, who were employed by us on December 30, 2017. We calculated annual total compensation using the same methodology we use for our Named Executive Officers as set forth in the 2017 Summary Compensation Table above. We adjusted estimates with respect to total compensation by annualizing the compensation for any newly-hired, full-time employees who were not employed by us for all of 2017. We have a global workforce, with employees in 21 countries. Compensation paid in foreign currencies was converted to U.S. dollars based on average exchange rates in effect on December 30, 2017.
        The annual total compensation for fiscal year 2017 for our CEO was $2,062,691 as noted in the table above and annual total compensation for our median employee was $41,349. The pay ratio of our Chief Executive Officer's pay to the pay of our median employee for fiscal year 2017 is 50 to 1.
        Under the SEC's rules and guidance, there are numerous ways to determine the compensation of a company's median employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans differ by country even within the same company. As a result of our methodology for determining the pay ratio, which is described above, our pay ratio may not be comparable to the pay ratios of other companies in our industry or in other industries because other companies may rely on different methodologies or assumptions, or may make adjustments that we do not make.

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GRANTS OF PLAN-BASED AWARDS
        The table below summarizes estimated or targeted payouts to the Named Executive Officers under the 2018 Bonus Plan described in the Compensation Discussion and Analysis section of this Proxy Statement.

Estimated future payouts under
non-equity incentive plan
awards Estimated future payouts
under
equity incentive plan awards All Other
Stock Awards;
Number of
Shares of
Stock or
Units (#)(2)

Grant Date
Fair Value
of Stock
Awards
($)(3)
Name
Grant
date Threshold
($)(1) Target
($)(1) Maximum
($)(1) Threshold
($) Target
($) Maximum
($)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)

Kevin G. Guest,
N/A — $ 618,000 $ 824,000 — — — — —
Chief Executive
05-01-17 — — — — — — 5,493 $ 306,784
Officer
10-23-17 — — — — — — 7,338 $ 447,985
Jim Brown,

N/A

—
$
401,700
$
535,600
—
—
—
—
—
President and Chief
05-01-17 — — — — — — 5,493 $ 306,784
Operating Officer
10-23-17 — — — — — — 4,020 $ 245,421
G. Douglas Hekking,

N/A

—
215,800
$
431,600
—
—
—
—
—
Chief Financial Officer
05-01-17 — — — — — — 3,545 $ 197,988
10-23-17 — — — — — — 2,691 $ 164,286
Paul A. Jones,

N/A

—
$
185,600
$
371,200
—
—
—
—
—
Chief Leadership
10-23-17 — — — — — — 2,198 $ 134,188
Development Officer

Dan Macuga,

N/A

—
$
213,725
$
427,450
—
—
—
—
—
Chief Communications
05-01-17 — — — — — — 3,492 $ 195,028
and Marketing Officer
10-23-17 — — — — — — 2,555 $ 155,983
David Mulham,

N/A

—
$
213,725
$
427,450
—
—
—
—
—
Chief Field
05-01-17 — — — — — — 3,492 $ 195,028
Development Officer
10-23-17 — — — — — — 2,555 $ 155,983
(1)
There is no guaranteed payment to our Named Executive Officers under the 2018 Executive Bonus Plan. If the minimum performance objectives are not achieved, they will receive no payout under the 2018 Executive Bonus Plan. The amounts shown in column (d) reflect the target payout, which is 75% of base salary for Mr. Guest and Mr. Brown and 50% of base salary for each of the other Executives. The amounts shown in column (e) reflect 100% of the Executive's base salary, which is the maximum payout that can be obtained under the 2018 Executive Bonus Plan.

(2)
All equity awards granted to the Named Executive Officers were RSUs and granted under the 2015 Equity Incentive Award Plan.

(3)
All Equity Awards granted to the Named Executive Officers were granted at the closing stock price on the date of grant.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
        The following table includes certain information with respect to the value of all equity awards previously granted to the Named Executive Officers outstanding as of December 30, 2017.
Outstanding Equity Awards at Fiscal Year-End

Option awards Restricted Stock Unit awards

Number Of Securities
Underlying Unexercised
Options (#)

Number of
shares or units
of stock that
have not vested
(#) Market value
of shares or
units that
have not vested
($)(1)

Grant
Date Option
exercise price ($) Option
expiration
date
Name
Exercisable Unexercisable
Kevin G. Guest,
09-01-15 — 120,000 $ 70.75 03-01-2020 — —
Chief Executive Officer(2)(3)(4)
05-01-17 — — — — 5,493 $ 406,757
10-23-17 — — — — 7,338 $ 543,379
Jim Brown,

09-01-15
—
60,000
$
70.75
03-01-2020
—
—
President and Chief
05-01-17 — — — — 5,493 $ 406,757
Operating Officer(2)(3)(4)
10-23-17 — — — — 4,020 $ 297,681
G. Douglas Hekking,

09-01-15
20,000
30,000
$
70.75
03-01-2020
—
—
Chief Financial
05-01-17 — — — — 3,545 $ 262,507
Officer(4)(5)(6)
10-23-17 — — — — 2,691 $ 199,269
Paul A. Jones,

12-17-12
14,000
—
$
19.12
06-17-2018
—
—
Chief Leadership Development
09-01-15 — 60,000 $ 70.75 03-01-2020 — —
Officer(2)(4)(7)
10-23-17 — — — — 2,198 $ 162,762
Dan Macuga,

09-01-15
—
60,000
$
70.75
03-01-2020
—
—
Chief Communications and
05-01-17 — — — — 3,492 $ 258,583
Marketing Officer(2)(3)(4)
10-23-17 — — — — 2,555 $ 189,198
David Mulham,

09-01-15
40,000
60,000
$
70.75
03-01-2020
—
—
Chief Field Development
05-01-17 — — — — 3,492 $ 258,583
Officer(3)(4)(5)
10-23-17 — — — — 2,555 $ 189,198
(1)
The market value of the RSUs that have not vested is calculated by multiplying the number of units shown in the table by $74.05, the closing stock price on December 30, 2017.

(2)
The SSAR grants to Mr. Guest, Mr. Brown, Mr. Jones, and Mr. Macuga which expire on March 1, 2020, vest 50% in September 2018 and 50% in September 2019.

(3)
The RSU grants to Mr. Guest, Mr. Brown, Mr. Mulham and Mr. Macuga on May 1, 2017, vest 25% annually beginning on February 6, 2018.

(4)
The RSU grants that Mr. Guest, Mr. Brown, Mr. Hekking, Mr. Jones, and Mr. Mulham, received on October 23, 2017, vest 25% annually, beginning on the first anniversary of the date of grant.

(5)
The SSAR grants to Mr. Mulham and Mr. Hekking which expire on March 1, 2020, vest 40% in September 2017, 30% in September 2018 and 30% in September 2019.

(6)
The RSU grant that Mr. Hekking, received on May 1, 2017, vests 25% annually, beginning on the first anniversary of the date of grant.

(7)
The SSAR grant to Mr. Jones, which expires on June 16, 2018, vests 20% annually, beginning on the first anniversary of the date of grant.

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OPTION EXERCISES AND STOCK VESTED
        The following table summarizes information regarding the exercise of SSARs and each vesting of RSUs, for each of the Named Executive Officers on an aggregated basis during the fiscal year ended December 30, 2017.

Option awards Restricted stock
unit awards
(a)
Name
(b)
Number of
shares
acquired on
exercise
(#) (c)
Value
realized on
exercise ($) (d)
Number of
shares
acquired on
vesting
(#) (e)
Value
realized on
vesting ($)
Kevin G. Guest
58,500 $ 1,766,115 — —
Jim Brown
32,500 $ 974,635 — —
G. Douglas Hekking
— — — —
Paul A. Jones
14,000 $ 635,390 — —
Dan Macuga
34,500 $ 1,052,619 — —
David Mulham
— — — —

EQUITY COMPENSATION PLAN INFORMATION
        The following table sets forth information regarding outstanding awards and shares reserved for future issuance under our equity compensation plans as of December 30, 2017.
Plan Category
Number of securities to
be issued upon exercise
of outstanding awards(1) Weighted-average
exercise price of
outstanding awards Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities reflected
in column (a))

(a)
(b)
(c)

Equity compensation plans approved by security holders
2,408,907 (2) $ 62.49 (3) 7,980,479
Equity compensation plans not approved by security holders
N/A N/A N/A

Total
2,428,907 (2) $ 62.49 (3) 7,980,479
(1)
Consists of shares of common stock issuable under the USANA 2015 Equity Incentive Award Plan.

(2)
Includes (i) 91,938 RSUs and 27,291 DSUs that will entitle each holder to the issuance of one share of common stock for each unit, and (ii) 2,289,678 SSARs. A SSAR is the right to receive the appreciation in fair market value of common stock between the exercise date and the date of grant in shares of common stock. Based on the closing stock price of $74.05 on the last trading day of fiscal 2017 and the exercise price of SSARs that were in-the-money, 360,607 shares of common stock would be issued upon the exercise of these SSAR awards.

(3)
Calculated without taking into account 119,229 shares of common stock subject to outstanding RSUs & DSUs, which are issuable without any cash consideration or other payment required for such shares.

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EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS
        We do not have written employment agreements with any of our Named Executive Officers.

PROPOSAL #3—ANNUAL ADVISORY "SAY ON PAY" VOTE TO APPROVE OUR
NAMED EXECUTIVE OFFICERS' COMPENSATION
        We are required under Section 14A of the Exchange Act, enacted pursuant to The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated by the SEC, to conduct a non-binding advisory vote of our shareholders to approve the compensation paid to our Named Executive Officers as disclosed in this Proxy Statement. This is sometimes referred to as a "say-on-pay proposal."
        We ask that you indicate your support for our executive compensation policies and practices as described in the Compensation Discussion and Analysis and in the accompanying "Executive Compensation Tables" and related disclosures in this Proxy Statement for a more detailed discussion of our compensation programs and policies, the compensation governance measures undertaken and implemented by our Board of Directors, and the compensation awarded to our Named Executive Officers during fiscal year 2017.
        This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers, and the policies and practices described in this Proxy Statement. Your vote is advisory and will not be binding on the Compensation Committee or the Board. However, the Board will review the voting results and take them into consideration when structuring future executive compensation arrangements. The affirmative vote of the holders of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote on the proposal will be required for approval of the resolution.
        Our Board of Directors believes that our compensation philosophy and program design are essential elements of our culture. Executive compensation is important in providing us with a competitive advantage in successfully attracting talent in a highly competitive industry. Our Compensation Committee has carefully considered the elements of executive compensation as it looks to appropriately incentivize our executive management and align their interests with shareholder value creation.
RECOMMENDATION OF THE BOARD OF DIRECTORS
        The Board of Directors recommends that you voteFOR the approval of the following resolution:
"RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative discussion."

SHAREHOLDER PROPOSALS FOR 2019 ANNUAL MEETING OF SHAREHOLDERS
        Shareholder proposals must be received by our Corporate Secretary at USANA Health Sciences, Inc., Attention: Corporate Secretary, 3838 West Parkway Blvd., Salt Lake City, Utah 84120-6336, no later than November 15, 2018 to be eligible for inclusion in our form of proxy, notice of meeting and proxy statement relating to the 2019 Annual Meeting of Shareholders. We are not be required to include in our proxy materials a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by applicable SEC rules. The SEC has promulgated rules relating to the exercise of discretionary voting authority pursuant to proxies solicited by the Board. If a shareholder intends to present a proposal at the 2019 Annual Meeting without including that proposal in our proxy materials and written notice of the

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proposal is not received by us as described above, or if we meet other requirements of the applicable SEC rules, then the proxies solicited by the Board for use at the 2019 Annual Meeting will confer discretionary authority to the individuals acting under the proxies to vote on the proposal at the 2019 Annual Meeting. Our 2019 Annual Meeting is currently scheduled to be held on May 1, 2019.

OTHER ~~MATTERS~~BUSINESS
~~Shareholder Proposals~~.        As of the date of this Proxy Statement, the Board of Directors ~~does not intend to present, and has not been informed~~knows of no matter that ~~any other person intends to present, any matter~~will be properly presented for action at the Annual Meeting other than ~~as set forth herein and~~those matters discussed in ~~the Notice of Annual Meeting. If~~this Proxy Statement. However, if any other matter requiring a vote of the shareholders properly comes before the ~~meeting, it is intended that~~Annual Meeting, the ~~holders of~~individuals acting under the proxies solicited by the Board will vote and act ~~in accordance with~~according to their best judgment ~~on these matters. Shareholders who intend to present proposals at the 2016 Annual Meeting under SEC Rule 14a-8 must ensure that such proposals are received by the Secretary~~in light of the ~~Company not later than November 26, 2015. Such proposals must meet~~conditions then prevailing, to the ~~requirements of the SEC to be eligible for inclusion in our 2016 proxy materials.~~extent permitted under applicable law.

ANNUAL REPORT ON FORM 10-K
        ~~A copy~~        Audited consolidated financial statements for the Company and its subsidiaries for the fiscal year ended December 30, 2017, are included in our Annual Report on Form 10-K filed with the SEC. Copies of the ~~our~~ Annual Report on Form 10-K for the 2017 fiscal year ~~ended January 3, 2015, as filed with the SEC, will~~(excluding exhibits, unless such exhibits have been specifically incorporated by reference therein) may be ~~made available on our website~~obtained without charge by writing to USANA Health Sciences, Inc., Attention: Investor Relations, 3838 West Parkway Blvd., Salt Lake City, Utah 84120-6336. Our reports and ~~to each shareholder of record at March 2, 2015 who requests such materials, mailed concurrently with,~~other public filings, including this Proxy ~~Statement. The~~Statement, also may be obtained from the SEC's on-line database, located atwww.sec.gov.
        Our Annual Report on Form 10-K ~~is not deemed a part of the proxy soliciting material~~ for the ~~Annual Meeting.~~
2017 fiscal and other SEC filings are also available on the Investor page of our website atwww.usana.com and can be viewed the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Notwithstanding any general language that may be to the contrary in any document filed with the SEC, the information in this Proxy Statement under the captions "Audit Committee Report" and "Compensation Committee Report" shall not be incorporated by reference into any document filed with the SEC. The Annual Report on Form 10-K is not deemed a part of the proxy soliciting material for the Annual Meeting.

~~FURTHER INFORMATION~~ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
        ~~Additional~~        Registered shareholders can further save us expense by consenting to receive all future proxy statements, forms of proxy and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please access the websitewww.proxyvote.com when transmitting your voting instructions and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. Your choice will remain in effect unless and until you revoke it.
        To revoke your decision to receive or access shareholder communications electronically, access the website www.proxyvote.com, enter your current PIN, select "Cancel my Enrollment," and click on the Submit button. After submitting your entry, the Cancel Enrollment Confirmation screen will be displayed. This screen will show your current Enrollment Number. To confirm your enrollment cancellation, click on the Submit button. Otherwise, click on the Back button to return to the Enrollment Maintenance screen. After submitting your entry, the Cancel Enrollment Complete screen will be displayed. This screen will indicate that your enrollment has been cancelled. You may be asked to complete a brief survey to help us understand why you opted out of electronic delivery. You will be sent an e-mail message confirming the cancellation of your enrollment. No further electronic communications will be conducted for your account and your Enrollment Number will be marked as "Inactive." You may reactivate your enrollment at any time. You will be responsible for any fees or charges that you would typically pay for access to the Internet.

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HOUSEHOLDING OF ANNUAL MEETING MATERIALS
        The SEC has implemented rules regarding the delivery of proxy materials (i.e., annual reports to shareholders, proxy statements, and Notices of Internet Availability of Proxy Materials) to households. This method of delivery, often referred to as "householding," permits us to send: (a) a single annual report and/or a single proxy statement or (b) a single Notice of Internet Availability of Proxy Materials to multiple registered shareholders who share an address. In each case, each registered shareholder at the shared address must consent to the householding process in accordance with applicable SEC rules. Each registered shareholder would continue to receive a separate proxy card with proxy materials delivered by mail or e-mail.
        Only one copy of this Proxy Statement and our 2017 Annual Report or one copy of the Notice of Internet Availability of Proxy Materials is being delivered to multiple registered shareholders at a shared address, who have affirmatively consented, in writing, to the householding process, unless we have subsequently received contrary instructions from one or more of such registered shareholders. A separate proxy card is being included for each account at the shared address to which paper copies of ~~the~~this Proxy Statement and our 2017 Annual Report ~~on Form 10-K for~~have been delivered. We will promptly deliver, upon written or oral request, a separate copy of this Proxy Statement and the ~~year ended January 3, 2015 (including financial statements and financial statement schedules) that has been filed with~~2017 Annual Report or a separate copy of the ~~SEC~~Notice of Internet Availability of Proxy Materials to a registered shareholder at a shared address to which a single copy of these documents was delivered. A registered shareholder at a shared address may ~~be obtained without charge~~contact us by ~~writing~~mail addressed to USANA Health Sciences, Inc., Attention: Investor Relations, 3838 West Parkway Blvd., Salt Lake City, Utah ~~84120-6336. Our reports and other public filings,~~

~~Table~~84120-6336, or by phone at (801) 954-7100, to: (a) request additional copies of ~~Contents~~
~~including~~ this Proxy Statement and our 2017 Annual Report or the Notice of Internet Availability of Proxy Materials; or (b) notify us that the registered shareholder wishes to receive a separate annual report to shareholders, proxy statement or Notice of Internet Availability of Proxy Materials, as applicable, in the future.
        Registered shareholders who share an address may request delivery of a single copy of annual reports to shareholders, proxy statements, or Notices of Internet Availability of Proxy Materials, as applicable, in the future, if they are currently receiving multiple copies, by contacting us as described in the preceding paragraph. Many brokerage firms and other holders of record have also instituted householding. If your family or others with a shared address have one or more "street name" accounts under which you beneficially own common stock, you may ~~be obtained~~have received householding information from your broker/dealer, financial institution or other nominee in the ~~SEC's on-line database, located at~~~~www.sec.gov~~.past. Please contact the holder of record directly if you have questions, require additional copies of this Proxy Statement and our Annual Report or the Notice of Internet Availability of Proxy Materials, or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding.
By Order of the Board of Directors,

James H. Bramble,
Corporate Secretary
Date: March ~~25, 2015~~23, 2018

~~Table~~VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of ~~Contents~~

~~ANNEX A~~

information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. USANA HEALTH SCIENCES, INC.
~~2015 EQUITY INCENTIVE AWARD PLAN~~

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ATTN: JOSHUA FOUKAS 3838 W. PARKWAY BLVD. SALT LAKE CITY, UT 84120 During The Meeting - Go to www.virtualshareholdermeeting.com/USNA You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E39136-P04226 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. USANA HEALTH SCIENCES, INC.
~~2015 EQUITY INCENTIVE AWARD PLAN~~
The Board of Directors recommends you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Directors Nominees: 01) Myron W. Wentz, Ph.D. 02) Robert Anciaux 03) Gilbert A. Fuller 04) Kevin G. Guest 05) Feng Peng 06) J. Scott Nixon 07) Frederic Winssinger For Against Abstain The Board of Directors recommends you vote FOR proposals 2 and 3. ! ! ! ! ! ! 2. Ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2018. 3. Approve on an advisory basis the Company's executive compensation, commonly referred to as a "Say on Pay" proposal. NOTE: To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
~~ARTICLE 1~~

~~PURPOSE~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The ~~purposes~~Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E39137-P04226 USANA HEALTH SCIENCES, INC. Annual Meeting of Shareholders May 2, 2018 11:00 AM MDT This proxy is solicited by the Board of Directors The shareholder executing and delivering this Proxy hereby appoints Kevin G. Guest and G. Douglas Hekking and each of them as Proxies, with full power of substitution, and hereby authorizes them to represent and vote, as designated on the reverse side, all shares of common stock of the ~~USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (the "~~~~Plan~~~~") are to:~~
        ~~(1)   Closely associate~~Company held of record by the ~~interests~~undersigned as of ~~management, employees, directors and consultants~~March 7, 2018, at the Annual Meeting of Shareholders of USANA Health Sciences, Inc., ~~a Utah corporation (the "~~~~Company~~~~"), with the shareholders of the Company by reinforcing the relationship between participants' rewards and shareholder gains;~~
        ~~(2)   Provide management and employees with an equity ownership in the Company commensurate with Company performance, as reflected in increased shareholder value;~~
        ~~(3)   Maintain competitive compensation levels; and~~
        ~~(4)   Provide an incentive to management and employees to remain in continuing employment with the Company and to put forth maximum efforts for the success of its business.~~
The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent.

~~ARTICLE 2~~

~~DEFINITIONS AND CONSTRUCTION~~
        Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
        ~~2.1~~   ~~"Award"~~ means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance Share award, a Performance Unit award, a Dividend Equivalents award, a Stock Payment award, a Deferred Stock award, a Restricted Stock Unit award, an Other Stock-Based Award, or a Performance-Based Award granted to a Participant pursuant to the Plan.
        ~~2.2~~   ~~"Award Agreement"~~ ~~means any written or electronic agreement, contract, or other instrument or document evidencing an Award.~~
        ~~2.3~~   ~~"Board"~~ ~~means the Board of Directors of the Company.~~
        ~~2.4~~   ~~"Change in Control"~~ means the occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) under the Exchange Act) of more than thirty percent (30%) of the voting rights or equity interests in the Company;~~provided~~,~~however~~~~, that any of the following acquisitions shall not be deemed~~ to be ~~a Change in Control: (A)~~held at www.virtualshareholdermeeting.com/USNA, on Wednesday, May 2, 2018, at 11:00 a.m., Mountain Daylight Time, or at any acquisition by the Company or any Subsidiary, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) any acquisition by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) any acquisition by any person of the voting rights or equity interests in the Company from the Company, if a majority of the Incumbent Directors approves in advance such acquisition; (ii) a replacement, during a 24-month period, of more than one-half of the members of the Board thatadjournment thereof. This Proxy is ~~not approved by those individuals who are members of the Board on the date hereof (or other directors previously approved by such individuals) (collectively "the Incumbent Directors");~~~~provided~~,~~however~~~~, that no individual initially elected or nominated as a member of the Board as a result of an actual or threatened election contest with respect to members of the Board or~~

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as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; (iii) consummation of a merger or consolidation of the Company or any Subsidiary or a sale of more than one-half of the assets of the Company in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least one-half of the voting rights and equity interests of the surviving entity or acquirer of such assets and such voting rights among the holders thereof is in substantially the same proportion as the voting rights of such among the holders thereof immediately prior to the transaction; (iv) a recapitalization, reorganization or other transaction involving the Company or any Subsidiary that constitutes or results in a transfer of more than one-half of the voting rights or equity interests in the Company; or (v) consummation of a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act with respect to the Company.
        ~~2.5~~   ~~"Code"~~ ~~means the Internal Revenue Code of 1986, as amended.~~
        ~~2.6~~   ~~"Committee"~~ ~~means the committee of the Board described in Article 12.~~
        ~~2.7~~   ~~"Consultant"~~ ~~means any consultant or adviser if:~~
        ~~(a)   The consultant or adviser renders bona fide services to the Company;~~
        (b)   The services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company's securities; and
        ~~(c)   The consultant or adviser is a natural person who has contracted directly with the Company to render such services.~~
        ~~2.8~~   ~~"Covered Employee"~~ ~~means an Employee who is, or may be, as determined by the Committee, a "covered employee" within the meaning of Section 162(m) of the Code.~~
        ~~2.9~~   ~~"Deferred Stock"~~ ~~means a right to receive a specified number of shares of Stock during specified time periods pursuant to Article 8.~~
        ~~2.10~~ ~~"Disability"~~ ~~means that the Participant qualifies to receive long-term disability payments under the Company's long-term disability insurance program, as it may be amended from time to time.~~
        ~~2.11~~ ~~"Dividend Equivalents"~~ ~~means a right granted to a Participant pursuant to Article 8 to receive the equivalent value (in cash or Stock) of dividends paid on Stock.~~
        ~~2.12~~ ~~"Effective Date"~~ ~~shall have the meaning set forth in Section 13.1.~~
        ~~2.13~~ ~~"Eligible Individual"~~ ~~means any person who is an Employee, a Consultant or a member of the Board, as determined by the Committee.~~
        ~~2.14~~ ~~"Employee"~~ ~~means any officer or other employee (as defined~~given in accordance with ~~Section 3401(c) of~~ the ~~Code) of the Company or any Subsidiary.~~
        ~~2.15~~ ~~"Exchange Act"~~ ~~means the Securities Exchange Act of 1934, as amended.~~
        ~~2.16~~ ~~"Fair Market Value"~~ means, as of any given date, the fair market value of a share of Stock on the date determined by such methods or procedures as may be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of a share of Stock as of any date shall be (i) the closing price of a share of Stock on the principal exchange on which shares of Stock are then trading, if any, on such date, or if shares were not traded on such date, then on the closest preceding date on which a trade occurred; or (ii) if Stock is not traded on an exchange, the mean between the closing representative bidinstructions indicated and ~~asked prices for the Stock on such date as reported by NASDAQ or, if NASDAQ is not then in existence, by its successor quotation system; or~~

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~~(iii) if Stock is not publicly traded, the Fair Market Value of a share of Stock as established by the Committee acting in good faith.~~
        ~~2.17~~ ~~"Incentive Stock Option"~~ ~~means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.~~
        ~~2.18~~ ~~"Independent Director"~~ ~~means a member of the Board who is not an Employee of the Company.~~
        ~~2.19~~ ~~"Non-Employee Director"~~ ~~means a member of the Board who qualifies as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.~~
        ~~2.20~~ ~~"Non-Qualified Stock Option"~~ ~~means an Option that by its terms does not qualify or is not intended to be an Incentive Stock Option.~~
        ~~2.21~~ ~~"Option"~~ means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of shares of Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.
        ~~2.22 "~~~~Optionee"~~ ~~means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.~~
        ~~2.23~~ ~~"Other Stock-Based Award"~~ ~~means an Award granted or denominated in Stock or units of Stock pursuant to Section 8.7 of the Plan.~~
        ~~2.24~~ ~~"Participant"~~ ~~means any Eligible Individual who, as a member of the Board or Employee or Consultant, has been granted an Award pursuant to the Plan.~~
        ~~2.25~~ ~~"Performance-Based Award"~~ means an Award granted to selected Covered Employees pursuant to Articles 6 and 8, but which is subject to the terms and conditions set forth in Article 9. All Performance-Based Awards are intended to qualify as Qualified Performance-Based Compensation.
        ~~2.26~~ ~~"Performance Criteria"~~ means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for a Participant for a Performance Period. The Performance Criteria that will be used to establish Performance Goals are limited to the following: net earnings (either before or after interest, taxes, depreciation and amortization), economic value-added (as determined by the Committee), sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on net assets, return on shareholders' equity, return on assets, return on capital, shareholder returns, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, customer growth, customer satisfaction, working capital, earnings per share, price per share of Stock, and market share, any of which may be measured either in absolute terms or as comparedcarries discretionary authority related to any incremental increase or as compared to results of a peer group. The Committee shall, within the time prescribed by Section 162(m) of the Code, define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Participant.
        ~~2.27~~ ~~"Performance Goals"~~ means, for a Performance Period, the goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual. The Committee, in its discretion, may, adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (b) in recognition of, or in anticipation of, any other unusual or

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nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.
        ~~2.28~~ ~~"Performance Period"~~ ~~means the one or more periods of time, which may be of varying~~ and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's right to, and the payment of, a Performance-Based Award.
        ~~2.29~~ ~~"Performance Share"~~ means a right granted to a Participant pursuant to Article 8, to receive Stock, the payment of which is contingent upon achieving certain Performance Goals or other performance-based targets established by the Committee.
        ~~2.30~~ ~~"Performance Unit"~~ means a right granted to a Participant pursuant to Article 8, to receive units of value, including dollar value of shares of Stock, the payment of which is contingent upon achieving certain Performance Goals or other performance-based targets established by the Committee.
        ~~2.31~~ ~~"Plan"~~ ~~means this USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan, as it may be amended from time to time.~~
        ~~2.32~~ ~~"Qualified Performance-Based Compensation"~~ ~~means any compensation that is intended to qualify as "qualified performance-based compensation" as described in Section 162(m)(4)(C) of the Code.~~
        ~~2.33~~ ~~"Restricted Stock"~~ ~~means Stock awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.~~
        ~~2.34~~ ~~"Restricted Stock Unit"~~ ~~means an Award granted pursuant to Section 8.6.~~
        ~~2.35~~ ~~"Section 409A Award"~~ ~~shall have the meaning set forth in Section 15.1.~~
        ~~2.36~~ ~~"Securities Act"~~ ~~shall mean the Securities Act of 1933, as amended.~~
        ~~2.37~~ ~~"Stock"~~ ~~means the common stock of the Company, par value $.001 per share, and such other securities of the Company that may be substituted for Stock pursuant to Article 11.~~
        ~~2.38~~ ~~"Stock Appreciation Right"~~ ~~or "~~~~SAR~~" means a right granted pursuant to Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR was granted as set forth in the applicable Award Agreement.
        ~~2.39~~ ~~"Stock Payment"~~ means (a) a payment in the form of shares of Stock, or (b) an option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.
        ~~2.40~~ ~~"Subsidiary"~~ means any "subsidiary corporation" as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.
        ~~2.41~~ ~~"Substitute Awards~~" shall mean Awards granted or shares of Stock issued by the Company in assumption of, or in substitution or exchange for, Awards previously granted, or the right or obligation to make future Awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

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~~ARTICLE 3~~

~~SHARES SUBJECT TO THE PLAN~~
        ~~3.1~~    ~~Number of Shares.~~
        (a)   Subject to Article 11 and Section 3.1(b), the aggregate number of shares of Stock which may be issued, transferred or reserved for issuance pursuant to Awards under the Plan shall be five million (5,000,000) shares. In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of shares of Stock that may be delivered upon exercise of Incentive Stock Options shall be the number specified in this Section 3.1(a). Shares of Stock that may be issued upon exercise of Options under the Plan shall be authorized and unissued shares of Stock. In the absence of an effective registration statement under the Securities Act of 1933 (the "~~Act~~~~"), all Options granted and shares of Stock subject to their exercise will be restricted as to subsequent resale or transfer, pursuant to the provisions of Rule 144, promulgated under the Act.~~
        (b)   To the extent that an Award terminates, expires, or lapses for any reason, or an Award is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the shares of Stock subject to such Award (including on payment in shares of Stock on exercise of a Stock Appreciation Right), any shares of Stock subject to the Award, to the extent of such termination, expiration, lapse, cash settlement or non-issuance, shall again be available for the grant of an Award pursuant to the Plan. Additionally, any shares of Stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted by applicable law or any exchange rule, shares of Stock subject to Substitute Awards shall not be counted against shares of Stock available for grant pursuant to this Plan nor shall shares of Stock subject to a Substitute Award be added to the shares of Stock available for Awards under the Plan as provided above in this paragraph. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Stock authorized for grant under the Plan (and shares of Stock subject to such Awards shall not be added to the shares of Stock available for Awards under the Plan as provided above in this paragraph; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or a member of the Board prior to such acquisition or combination. The payment of Dividend Equivalents in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan.
        ~~3.2~~    ~~Stock Distributed.~~    ~~Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.~~
        ~~3.3~~    ~~Limitation on Number of Shares Subject to Awards.~~    Notwithstanding any provision in the Plan to the contrary, and subject to Article 11, (a) the maximum number of shares of Stock with respect to one or more Options or Stock Appreciation Rights that may be granted to any one Participant during a one-year period (measured from the date of any grant) shall be 500,000, (b) the maximum number of shares of Stock with respect to one or more Performance-Based Awards that may be granted to any one Participant during a one-year period (measured from the date of any grant) shall be 500,000 and (c) the maximum dollar value payable to any one Participant during a one-year period with respect to awards of Performance Units shall be $3,000,000.

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        ~~3.4~~    ~~Limit on Awards to Independent Directors.~~    Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Independent Director during any single calendar year shall not exceed $500,000.

~~ARTICLE 4~~

~~ELIGIBILITY AND PARTICIPATION~~
        ~~4.1~~    ~~Eligibility.~~    ~~Each Eligible Individual shall be eligible to be granted one or more Awards pursuant to the Plan.~~
        ~~4.2~~    ~~Participation.~~    Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible Individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right to be granted an Award pursuant to this Plan.
        ~~4.3~~    ~~Foreign Participants.~~    In order to assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose;~~provided, however~~~~, that no such supplements, amendments, restatements, or alternative versions shall increase the share limitations contained in Sections 3.1 and 3.3 of the Plan.~~

~~ARTICLE 5~~

~~STOCK OPTIONS~~
        ~~5.1~~    ~~General.~~    ~~The Committee is authorized to grant Options to Participants on the following terms and conditions:~~
        ~~(a)~~    ~~Exercise Price.~~    The exercise price per share of Stock subject to an Option (other than in connection with Substitute Awards) shall be not less than 100% of the Fair Market Value of a share of Stock on the date of the grant. Other than pursuant to Section 11.1, the Committee shall not without the approval of the Company's shareholders (a) lower the exercise price per share of Stock of an Option after it is granted, (b) cancel an Option when the exercise price per share of Stock exceeds the Fair Market Value of one share of Stock in exchange for cash or another Award (other than in connection with a Change in Control), or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the shares of Stock are listed.
        ~~(b)~~    ~~Time and Conditions of Exercise.~~    Each Option shall be fully exercisable at any time within the period beginning not earlier than six months after the date of the option grant and ending not later than ten years after the date of such grant, unless the Committee specifies otherwise (the "~~Option Term~~"). In no event, however, shall the Option Term extend beyond ten years after the date of the grant. No Option shall be exercisable after the expiration of the Option Term. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) (i) the exercise of the Option is prohibited by applicable law or (ii) shares of Stock may not be purchased or sold by certain employees or directors of the Company due to the "black-out period" of a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of

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thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement. Notwithstanding the foregoing, an Award Agreement may provide that if on the last day of the term of an Option the Fair Market Value of one share of Stock exceeds the option price per share of Stock, the Participant has not exercised the Option (or a tandem Stock Appreciation Right, if applicable) and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding shares of Stock otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the number of shares of Stock for which the Option was deemed exercised, less the number of shares of Stock required to be withheld for the payment of the total purchase price and required withholding taxes;~~provided~~,~~however~~~~, any fractional share of Stock shall be settled in cash.~~
        ~~(c)~~    ~~Payment~~    The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation: (i) cash, (ii) promissory note bearing interest at no less than such rate as shall preclude the imputation of interest under the Code, (iii) shares of Stock having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iv) other property acceptable to the Committee (including through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price;~~provided~~ that payment of such proceeds is then made to the Company upon settlement of such sale), and the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a member of the Board or an "executive officer" of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option by means of a personal loan or other credit extended by the Company or in any other method which would violate Section 13(k) of the Exchange Act.
        ~~(d)~~    ~~Evidence of Grant.~~    All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include the number of shares of Stock subject to the Option, the exercise date, the Option Term, and such additional provisions as may be specified by the Committee.
        ~~5.2~~    ~~Incentive Stock Options.~~    ~~The terms of any Incentive Stock Options granted pursuant to the Plan must comply with the conditions and limitations contained Section 13.2 and this Section 5.2.~~
        ~~(a)~~    ~~Eligibility.~~    The Committee may grant one or more Incentive Stock Options to employees of the Company or any "subsidiary corporation" thereof (within the meaning of Section 424(f) of the Code and the applicable regulations promulgated thereunder). The date an Incentive Stock Option is granted shall mean the date selected by the Committee as of which the Committee shall allot a specific number of shares to a Participant pursuant to the Plan.
        ~~(b)~~    ~~Individual Dollar Limitation.~~    The aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. Multiple Incentive Stock Options may be granted to an Optionee in any calendar year.
        ~~(c)~~    ~~Ten Percent Owners.~~    The Committee may determine to grant an Incentive Stock Option to an Employee who is also an individual who owns, at the date of grant, directly or indirectly according to the stock ownership attribution rules of Section 424(d) of the Code, Stock possessing more than ten percent of the total combined voting power of all classes of Stock of the Company. However, the exercise price of such Option granted shall not be less than 110% of Fair Market

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~~Value on the date of grant. Furthermore, the Option may be exercisable for no more than five years from the date of grant.~~
        ~~(d)~~    ~~Notice of Disposition.~~    The Participant shall give the Company prompt notice of any disposition of shares of Stock acquired by exercise of an Incentive Stock Option within (i) two years from the date of grant of such Incentive Stock Option or (ii) one year after the transfer of such shares of Stock to the Participant. In order to obtain the favorable tax treatment available for Incentive Stock Options under Section 422 of the Code, the Optionee is prohibited from the sale, exchange, transfer, pledge, hypothecation, gift or other disposition of the shares of Stock underlying the Incentive Stock Options until the later of either two (2) years after the date of grant of the Incentive Stock Option, or one (1) year after the transfer to the Optionee of such underlying Stock after the Optionee's exercise of such Incentive Stock Option. Should Optionee choose to make a premature disposition of such underlying shares of Stock contrary to such restrictions, the Options related to such share of Stock shall be treated as Non-qualified Stock Options pursuant to the terms of the Plan.
        ~~(e)~~    ~~Right to Exercise.~~    ~~During a Participant's lifetime, an Incentive Stock Option may be exercised only by the Participant.~~
        ~~5.3~~    ~~Substitution of Stock Appreciation Rights.~~    The Committee may provide in the Award Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option, subject to the provisions of Section 7.2 hereof;~~provided~~ ~~that such Stock Appreciation Right shall be exercisable with respect to the same number of shares of Stock for which such substituted Option would have been exercisable.~~
        ~~5.4~~    ~~Paperless Exercise.~~    In the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of Options, such as a system using an internet website or interactive voice response, then the paperless exercise of Options by a Participant may be permitted through the use of such an automated system.
        ~~5.5~~    ~~Granting of Options to Independent Directors.~~    ~~The Committee may from time to time, in its sole discretion, and subject to the limitations of the Plan:~~
        ~~(a)   Select from among the Independent Directors (including Independent Directors who have previously been granted Options under the Plan) such of them as in its opinion should be granted Options;~~
        ~~(b)   Subject to Section 3.3, determine the number of shares of Stock that may be purchased upon exercise of the Options granted to such selected Independent Directors; and~~
        ~~(c)   Subject to the provisions of this Article 5, determine the terms and conditions of such Options, consistent with the Plan.~~
        ~~Options granted to Independent Directors shall be Non-Qualified Stock Options.~~

~~ARTICLE 6~~

~~RESTRICTED STOCK AWARDS~~
        ~~6.1~~    ~~Grant of Restricted Stock.~~    The Committee is authorized to make Awards of Restricted Stock to any Participant selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be evidenced by a written Restricted Stock Award Agreement.
        ~~6.2~~    ~~Issuance and Restrictions.~~    ~~Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation,~~

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limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Notwithstanding the provisions of this Section, cash dividends, Stock and any other property (other than cash) distributed as a dividend or otherwise with respect to any Restricted Stock that vests based upon Performance Criteria or other specific performance criteria (a) shall either (i) not be paid or credited or (ii) be accumulated, (b) shall be subject to restrictions and risk of forfeiture to the same extent as the Restricted Stock with respect to which such cash, stock or other property has been distributed and (c) shall be paid at the time such restrictions and risk of forfeiture lapse.
        ~~6.3~~    ~~Forfeiture.~~    Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited;~~provided, however~~, that the Committee may (a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.
        ~~6.4~~    ~~Certificates for Restricted Stock.~~    Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable restrictions lapse.

~~ARTICLE 7~~

~~STOCK APPRECIATION RIGHTS~~
        ~~7.1~~    ~~Grant of Stock Appreciation Rights.~~    A Stock Appreciation Right may be granted to any Participant selected by the Committee. A Stock Appreciation Right may be granted (a) in connection and simultaneously with the grant of an Option, (b) with respect to a previously granted Option, or (c) independent of an Option. A Stock Appreciation Right shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement.
        ~~7.2~~    ~~Coupled Stock Appreciation Rights.~~
        ~~(a)   A Coupled Stock Appreciation Right ("~~~~CSAR~~~~") shall be related to a particular Option and shall be exercisable only when and to the extent the related Option is exercisable,~~~~provided~~,~~however~~~~, that the exercise price for any CSAR shall not be less than 100% of the Fair Market Value on the date of grant; and~~~~provided~~,~~further~~, that, the Committee in its sole and absolute discretion may provide that the CSAR may be exercised subsequent to a termination of employment or service, as applicable, or following a Change in Control of the Company, or because of the Participant's retirement, death or disability, or otherwise.
        ~~(b)   A CSAR may be granted to a Participant for no more than the number of shares subject to the simultaneously or previously granted Option to which it is coupled.~~
        (c)   A CSAR shall entitle the Participant (or other person entitled to exercise the Option pursuant to the Plan) to surrender to the Company the unexercised portion of the Option to which the CSAR relates (to the extent then exercisable pursuant to its terms) and to receive from the Company in exchange therefor an amount determined by multiplying the difference obtained by subtracting the Option exercise price from the Fair Market Value of a share of Stock on the date

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~~of exercise of the CSAR by the number of shares of Stock with respect to which the CSAR shall have been exercised, subject to any limitations the Committee may impose.~~
        ~~7.3~~    ~~Independent Stock Appreciation Rights.~~
        ~~(a)   An Independent Stock Appreciation Right ("~~~~ISAR~~") shall be unrelated to any Option and shall have a term set by the Committee. An ISAR shall be exercisable in such installments as the Committee may determine. An ISAR shall cover such number of shares of Stock as the Committee may determine. The exercise price per share of Stock subject to each ISAR shall be set by the Committee;~~provided~~,~~however~~~~, that the exercise price for any ISAR shall not be less than 100% of the Fair Market Value on the date of grant; and~~~~provided~~,~~further~~, that, the Committee in its sole and absolute discretion may provide that the ISAR may be exercised subsequent to a termination of employment or service, as applicable, or following a Change in Control of the Company, or because of the Participant's retirement, death or disability, or otherwise. Other than pursuant to Section 11.1, the Committee shall not, without the approval of the Company's shareholders, (a) lower the exercise price per share of Stock subject to each ISAR after it is granted, (b) cancel an ISAR when the exercise price per share of Stock exceeds the Fair Market Value of one share of Stock in exchange for cash or another Award (other than in connection with a Change in Control), or (c) take any other action with respect to an ISAR that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the shares of Stock are listed.
        (b)   An ISAR shall entitle the Participant (or other person entitled to exercise the ISAR pursuant to the Plan) to exercise all or a specified portion of the ISAR (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the ISAR from the Fair Market Value of a share of Stock on the date of exercise of the ISAR by the number of shares of Stock with respect to which the ISAR shall have been exercised, subject to any limitations the Committee may impose.
        (c)   Notwithstanding anything to the contrary in this Section 7.3, in the event that on the last business day of the term of an ISAR (x) the exercise of the ISAR is prohibited by applicable law or (y) shares of Stock may not be purchased or sold by certain employees or directors of the Company due to the "black-out period" of a Company policy or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement. In addition, an Award Agreement for an ISAR may provide that if on the last day of the term of the Fair Market Value of one share of Stock exceeds the grant price per share of Stock of the ISAR, the Participant has not exercised the ISAR, and the ISAR has not otherwise expired, the ISAR shall be deemed to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance with this Section, reduced by the number of shares of Stock (or cash) required for withholding taxes;~~provided~~,~~however~~~~, any fractional share of Stock shall be settled in cash.~~
        ~~7.4~~    ~~Payment and Limitations on Exercise.~~
        (a)   Subject to Section 7.4(b) and (c), payment of the amounts determined under Sections 7.2(c) and 7.3(b) above shall be in cash, in shares of Stock (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee.
        (b)   To the extent payment for a Stock Appreciation Right is to be made in cash, the Award Agreement shall, to the extent necessary to comply with the requirements of Section 409A of the Code, specify the date of payment, which may be different than the date of exercise of the Stock

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Appreciation Right. If the date of payment for a Stock Appreciation Right is later than the date of exercise, the Award Agreement may specify that the Participant be entitled to earnings on such amount until paid.
        ~~(c)   To the extent any payment under Section 7.2(c) or 7.3(b) is effected in Stock it shall be made subject to satisfaction of any applicable provisions of Article 5 above pertaining to Options.~~

~~ARTICLE 8~~

~~OTHER TYPES OF AWARDS~~
        ~~8.1~~    ~~Performance Share Awards.~~    Any Participant selected by the Committee may be granted one or more Performance Share awards which shall be denominated in a number of shares of Stock and which may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Participant.
        ~~8.2~~    ~~Performance Units.~~    Any Participant selected by the Committee may be granted one or more Performance Unit awards which shall be denominated in units of value, including dollar value of shares of Stock, and which may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Participant.
        ~~8.3~~    ~~Dividend Equivalents.~~
        (a)   Any Participant selected by the Committee may be granted Dividend Equivalents based on the dividends declared on the shares of Stock that are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Stock by such formula and at such time and subject to such limitations as may be determined by the Committee. Notwithstanding the foregoing, Dividend Equivalents credited in connection with an Award that vests based on the achievement of Performance Criteria or other specific performance criteria shall be subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which such Dividend Equivalents have been credited.
        ~~(b)   Dividend Equivalents granted with respect to Options or SARs shall be payable, with respect to pre-exercise periods, regardless of whether such Option or SAR is subsequently exercised.~~
        ~~8.4~~    ~~Stock Payments.~~    Any Participant selected by the Committee may receive Stock Payments in the manner determined from time to time by the Committee. The number of shares of Stock shall be determined by the Committee and may be based upon the Performance Criteria or other specific performance criteria determined appropriate by the Committee, determined on the date such Stock Payment is made or on any date thereafter.
        ~~8.5~~    ~~Deferred Stock.~~    Any Participant selected by the Committee may be granted an award of Deferred Stock in the manner determined from time to time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and may be linked to the Performance Criteria or other specific performance criteria determined to be appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. Shares

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of Stock underlying a Deferred Stock award will not be issued until the Deferred Stock award has vested, pursuant to a vesting schedule or performance criteria set by the Committee. Unless otherwise provided by the Committee, a Participant awarded Deferred Stock shall have no rights as a Company shareholder with respect to such Deferred Stock until such time as the Deferred Stock Award has vested and the shares of Stock underlying the Deferred Stock Award have been issued.
        ~~8.6~~    ~~Restricted Stock Units.~~    The Committee is authorized to make Awards of Restricted Stock Units to any Participant selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. At the time of grant, the Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate. At the time of grant, the Committee shall specify the maturity date applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the grantee. On the maturity date, the Company shall, subject to Section 10.5(b), transfer to the Participant one unrestricted, fully transferable share of Stock for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited. The Committee shall specify the purchase price, if any, to be paid by the grantee to the Company for such shares of Stock.
        ~~8.7~~    ~~Other Stock-Based Awards.~~    Any Participant selected by the Committee may be granted one or more Awards that provide Participants with shares of Stock or the right to purchase shares of Stock or that have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in shares of Stock and which may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and other compensation of the particular Participant.
        ~~8.8~~    ~~Term.~~    Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted Stock Units or Other Stock-Based Award shall be set by the Committee in its discretion.
        ~~8.9~~    ~~Exercise or Purchase Price.~~    The Committee may establish the exercise or purchase price, if any, of any Award of Performance Shares, Performance Units, Deferred Stock, Stock Payments, Restricted Stock Units or Other Stock-Based Award;~~provided, however~~~~, that such price shall not be less than the par value of a share of Stock on the date of grant, unless otherwise permitted by applicable state law.~~
        ~~8.10~~    ~~Exercise Upon Termination of Employment or Service.~~    An Award of Performance Shares, Performance Units, Dividend Equivalents, Deferred Stock, Stock Payments, Restricted Stock Units and Other Stock-Based Award shall only be exercisable or payable while the Participant is an Employee, a Consultant, or a member of the Board, as applicable;~~provided, however~~, that the Committee in its sole and absolute discretion may provide that an Award of Performance Shares, Performance Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted Stock Units or Other Stock-Based Award may be exercised or paid subsequent to a termination of employment or service, as applicable, or following a Change in Control of the Company, or because of the Participant's retirement, death or disability, or otherwise;~~provided, however~~, that any such provision with respect to Performance Shares or Performance Units shall be subject to the requirements of Section 162(m) of the Code that apply to Qualified Performance-Based Compensation.
        ~~8.11~~    ~~Form of Payment.~~    ~~Payments with respect to any Awards granted under this Article 8 shall be made in cash, in shares of Stock or a combination of both, as determined by the Committee.~~
        ~~8.12~~    ~~Award Agreement.~~    ~~All Awards under this Article 8 shall be subject to such additional terms and conditions as determined by the Committee and shall be evidenced by an Award Agreement.~~

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~~ARTICLE 9~~

~~PERFORMANCE-BASED AWARDS~~
        ~~9.1~~    ~~Purpose.~~    The purpose of this Article 9 is to provide the Committee the ability to qualify Awards other than Options and SARs and that are granted pursuant to Articles 6 and 8 as Qualified Performance-Based Compensation. If the Committee, in its discretion, decides to grant a Performance-Based Award to a Covered Employee, the provisions of this Article 9 shall control over any contrary provision contained in Articles 6 or 8;~~provided, however~~~~, that the Committee may in its discretion grant Awards to Covered Employees that are based on Performance Criteria or Performance Goals but that do not satisfy the requirements of this Article 9.~~
        ~~9.2~~    ~~Applicability.~~    This Article 9 shall apply only to those Covered Employees selected by the Committee to receive Performance-Based Awards. The designation of a Covered Employee as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award for the period. Moreover, designation of a Covered Employee as a Participant for a particular Performance Period shall not require designation of such Covered Employee as a Participant in any subsequent Performance Period and designation of one Covered Employee as a Participant shall not require designation of any other Covered Employees as a Participant in such period or in any other period.
        ~~9.3~~    ~~Procedures with Respect to Performance-Based Awards.~~    To the extent necessary to comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under Articles 6 and 8 which may be granted to one or more Covered Employees, no later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (a) designate one or more Covered Employees, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period.
        ~~9.4~~    ~~Payment of Performance-Based Awards.~~    Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company or a Subsidiary on the day a Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a Participant shall be eligible to receive payment pursuant to a Performance-Based Award for a Performance Period only if the Performance Goals for such period are achieved.
        ~~9.5~~    ~~Additional Limitations.~~    Notwithstanding any other provision of the Plan, any Award which is granted to a Covered Employee and is intended to constitute Qualified Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such requirements.

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~~ARTICLE 10~~

~~PROVISIONS APPLICABLE TO AWARDS~~
        ~~10.1~~    ~~Stand-Alone and Tandem Awards.~~    Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.
        ~~10.2~~    ~~Award Agreement.~~    Awards under the Plan shall be evidenced by Award Agreements that shall set forth the terms, conditions, limitations and award type for each Award which may include the term of an Award, the provisions applicable in the event the Participant's employment or service terminates, and the Company's authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.
        ~~10.3~~    ~~Limits on Transfer.~~    Except as provided below, no right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, during the life of the recipient, such award shall be exercisable only by such person or by such person's guardian or legal representative. To the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award without consideration (each transferee thereof, a "~~Permitted Assignee~~") (a) to the Participant's spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (b) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (a), (c) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (a) are the only partners, members or shareholders or (d) for charitable donations;~~provided~~ that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and~~provided further~~ ~~that such Participant shall remain bound by the terms and conditions of the Plan.~~
        ~~10.4~~    ~~Death of Optionee.~~
        ~~(a)~~    ~~Options.~~    Notwithstanding Section 10.3, upon the death of the Optionee while either in the Company's employ or within six months after termination of Optionee's employment, any rights to the extent exercisable on the date of death may be exercised by the Optionee's estate, or by a person who acquires the right to exercise such Option by bequest or inheritance or by reason of the death of the Optionee,~~provided~~ that such exercise occurs within both the remaining effective term of the Option and one year after the Optionee's death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant's will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.
        ~~(b)~~    ~~Incentive Stock Options.~~    Upon the death of the Optionee while in the Company's employ or within not more than six months after termination of Optionee's employment, any Incentive Stock Option exercisable on the date of death may be exercised by the Optionee's estate or by a person who acquires the right to exercise such Incentive Stock Option by bequest or inheritance or by reason of the death of the Optionee, provided that such exercise occurs within

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~~both the remaining Option Term of the Incentive Stock Option and one year after the Optionee's death.~~
        ~~10.5~~    ~~Retirement or Disability.~~
        ~~(a)~~    ~~Options.~~    Upon termination of the Optionee's employment by reason of retirement or permanent disability, the Optionee may, within 36 months from the date of termination, exercise any Options to the extent such Options are exercisable during such 36-month period.
        ~~(b)~~    ~~Incentive Stock Options.~~    Upon termination of the Optionee's employment by reason of retirement or permanent disability, the Optionee may, within 36 months from the date of termination, exercise any Incentive Stock Options to the extent such Incentive Stock Options are exercisable during such 36-month period. However, the tax treatment available pursuant to Section 422 of the Code will not be available to an Optionee who exercises any Incentive Stock Option more than (i) 12 months after the date of termination of employment due to permanent disability, or (ii) three months after the date of termination of employment due to retirement.
        ~~10.6~~    ~~Termination for Other Reasons.~~    ~~Except as provided herein or except as otherwise determined by the Committee, all Options shall terminate ninety (90) days after the termination of the Optionee's employment with the Company.~~
        ~~10.7~~    ~~Leaves of Absence and Performance Targets.~~    The Committee shall be entitled to make such rules, regulations and determinations as it deems appropriate under the Plan in respect of any leave of absence taken by the recipient of any Award. Without limiting the generality of the foregoing, the Committee shall be entitled to determine (a) whether or not any such leave of absence shall constitute a termination of employment within the meaning of the Plan and (b) the impact, if any, of such leave of absence on Awards under the Plan theretofore made to any recipient who takes such leave of absence. The Committee shall also be entitled to make such determination of performance targets, if any, as it deems appropriate.
        ~~10.8~~    ~~Newly Eligible Employees.~~    The Committee shall be entitled to make such rules, regulations, determinations and Awards as it deems appropriate in respect of any Employee who becomes eligible to participate in the Plan or any portion thereof, after the commencement of an Award or incentive period.
        ~~10.9~~    ~~Stock Certificates; Book Entry Procedures.~~    As soon as practicable after receipt of payment, the Company shall deliver to the Optionee a certificate(s) for such shares of Stock. Upon receipt of such certificate(s), the Optionee shall become a shareholder of the Company with respect to shares of Stock represented by share certificates so issued and as such shall be fully entitled to receive dividends, to vote and to exercise all other rights of a shareholder. All Stock certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the shares of Stock are listed, quoted, or traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the shares of Stock. In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

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~~ARTICLE 11~~

~~CHANGES IN CAPITAL STRUCTURE~~
        ~~11.1~~    ~~Adjustments.~~
        (a)   In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off, recapitalization, distribution of Company assets to shareholders (other than normal cash dividends), or any other corporate event affecting the shares of Stock or the share price of the shares of Stock, the Committee shall make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such changes with respect to (i) the aggregate number and type of shares of Stock that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3); (ii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (iii) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Qualified Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code.
        (b)   In the event of any transaction or event described in Section 11.1(a) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (including without limitation any Change in Control), or of changes in applicable laws, regulations or accounting principles, and whenever the Committee determines that action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles, the Committee, in its sole discretion and on such terms and conditions as it deems appropriate, either by amendment of the terms of any outstanding Awards or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant's request, is hereby authorized to take any one or more of the following actions:
          (i)  To provide for either (A) termination of any such Award in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant's rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 11.1(b) the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant's rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Committee in its sole discretion;
         (ii)  To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; and
        (iii)  To make adjustments in the number and type of shares of Stock (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding options, rights and awards and options, rights and awards which may be granted in the future;
        (iv)  To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and

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         ~~(v)  To provide that the Award cannot vest, be exercised or become payable after such event.~~
        ~~11.2~~    ~~Outstanding Awards—Other Changes.~~    In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 11, the Committee may, in its absolute discretion, make such adjustments in the number and kind of shares or other securities subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.
        ~~11.3~~    ~~No Other Rights.~~    Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award.

~~ARTICLE 12~~

~~ADMINISTRATION~~
        ~~12.1~~    ~~Committee.~~    Pursuant to Utah Code Annotated Section 16-10a-624, and consistent with the provisions of Section 12.3 below, the Board may appoint a Committee consisting of two or more Non-Employee Directors to administer the Plan, as constituted from time to time.
        ~~12.2~~    ~~Committee Appointee Duration.~~    Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase or change the size of the Committee, and appoint new members thereof, remove members (with or without cause) and appoint new members in substitution, fill vacancies, however caused, or remove all members of the Committee;~~provided~~,~~however~~~~, that at no time shall any person administer the Plan who is not otherwise a Non-Employee Director.~~
        ~~12.3~~    ~~Action by the Board.~~    Unless and until the Board delegates administration of the Plan to a Committee as set forth below, the Plan shall be administered by the full Board, and for such purposes the term "Committee" as used in this Plan shall be deemed to refer to the Board. The Board, at its discretion or as otherwise necessary to comply with the requirements of Section 162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act or to the extent required by any other applicable rule or regulation, shall delegate administration of the Plan to a Committee. The Committee shall consist solely of two or more members of the Board each of whom is an "outside director," within the meaning of Section 162(m) of the Code and any other applicable rules and regulations, a Non-Employee Director and an "independent director" for purpose of the rules of the principal U.S. national securities exchange on which the Shares are traded, to the extent required by such rules. Notwithstanding the foregoing: (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to all Awards granted to Independent Directors and, for purposes of such Awards, the term "Committee" as used in this Plan shall be deemed to refer to the Board and (b) the Committee may delegate its authority hereunder to the extent permitted by Section 12.5. Appointment of Committee members shall be effective upon acceptance of appointment. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may only be filled by the Board.

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        ~~12.4~~    ~~Action by the Committee.~~    A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company's independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.
        ~~12.5~~    ~~Authority of Committee.~~    ~~Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion to:~~
        ~~(a)   Designate Participants to receive Awards;~~
        ~~(b)   Determine the type or types of Awards to be granted to each Participant;~~
        ~~(c)   Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate;~~
        (d)   Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;
        (e)   Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;
        ~~(f)    Prescribe the form of each Award Agreement, which need not be identical for each Participant;~~
        ~~(g)   Decide~~ all other matters that ~~must be determined in connection with an Award;~~
        ~~(h)   Establish, adopt, or revise any rules and regulations as it~~ may ~~deem necessary or advisable to administer~~come before the ~~Plan;~~
        ~~(i)    Interpret the terms of,~~meeting and any ~~matter arising pursuant to, the Plan or any Award Agreement; and~~
        ~~(j)    Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.~~
~~The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable.~~
        ~~12.6~~    ~~Decisions Binding.~~    The Committee's interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.
        ~~12.7~~    ~~Delegation of Authority.~~    To the extent permitted by applicable law, the Committee may from time to time delegate to a committee of one or more members of the Committee or the Board or one or more officers of the Company the authority to grant or amend Awards to Participants other than (a) senior executives and Independent Directors of the Company who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or members of the Board) to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation, and the Committee may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.7 shall serve in such capacity at the pleasure of the Committee.

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        ~~12.8~~    ~~Committee Administration.~~    One member of the Committee shall be elected by the Board as chairman. The Committee shall hold its meetings at such times and places as it shall deem advisable. The Committee may appoint a secretary and make such rules and regulations for the conduct of its business as it shall deem advisable, and shall keep minutes of its meetings.
        ~~12.9~~    ~~Liability.~~    ~~No member of the Board or Committee shall be liable for any action taken or decision or determination made in good faith with respect to any Option, the Plan, or any award thereunder.~~

~~ARTICLE 13~~

~~EFFECTIVE AND EXPIRATION DATE~~
        ~~13.1~~    ~~Effective Date.~~    ~~The Plan is effective as of the date the Plan is approved by a majority of the Board (the "~~~~Effective Date~~~~"). The Plan, however, shall be subject to approval by the shareholders. The Plan~~adjournments thereof. This proxy, when properly executed, will be ~~deemed to~~voted in the manner directed herein. If no such direction is made, this proxy will be ~~approved by the shareholders if it receives the affirmative vote of the holders of a majority of the shares of stock of the Company present or represented and entitled to vote at a meeting duly held~~voted in accordance with the ~~applicable provisions~~Board of ~~the Company's Bylaws, but, in any event, held no later than 12 months after the Effective Date.~~Directors' recommendations. PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN CO-TENANTS HOLD SHARES, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Continued and to be signed on reverse side
        ~~13.2~~    ~~Expiration Date.~~    The Plan will expire on, and no Incentive Stock Option or other Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

~~ARTICLE 14~~

~~AMENDMENT, MODIFICATION, AND TERMINATION~~
        ~~14.1~~    ~~Amendment, Modification, And Termination.~~    The Committee may at any time and from time to time terminate or modify or amend the Plan in any respect, except that (a) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange rule, the Company shall obtain shareholder approval of any Plan amendment or any modification of any Options or ISARs that would (i) cancel the Award in exchange for cash or another Award, (ii) reduce the exercise price of the Award, or (iii) otherwise be deemed a re-pricing under applicable rules, in such a manner and to such a degree as required, and (b) without shareholder approval the Committee may not (i) increase the maximum number of shares of Stock which may be issued under the Plan (other than increases pursuant to Section 11.1), (ii) increase the limitations in Sections 3.3 and 3.4 (other than increases pursuant to Section 11.1), (iii) amend to the Plan to permit the Committee to grant Options or ISARs with an exercise price that is below Fair Market Value on the date of grant, (iv) extend the term of the Plan, or (v) add Performance Criteria to Section 2.25 . The termination or any modification or amendment of the Plan, except as provided in subsection (a), shall not without the consent of a Participant, affect his or her other rights under an Award previously granted to him or her.
        ~~14.2~~    ~~Awards Previously Granted.~~    No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant.

~~ARTICLE 15~~

~~COMPLIANCE WITH SECTION 409A OF THE CODE~~
        ~~15.1~~    ~~Awards subject to Code Section 409A.~~    ~~Any Award that constitutes, or provides for, a deferral of compensation subject to Section 409A of the Code (a "~~~~Section 409A Award~~~~") shall satisfy the requirements of Section 409A of the Code and this Article 15, to the extent applicable. The Award~~

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~~Agreement with respect to a Section 409A Award shall incorporate the terms and conditions required by Section 409A of the Code and this Article 15.~~
        ~~15.2~~    ~~Distributions under a Section 409A Award.~~
        (a)   Subject to subsection (b), any shares of Stock or other property or amounts to be paid or distributed upon the grant, issuance, vesting, exercise or payment of a Section 409A Award shall be distributed in accordance with the requirements of Section 409A(a)(2) of the Code, and shall not be distributed earlier than:
         ~~��(i)  the Participant's separation from service;~~
         ~~(ii)  the date the Participant becomes disabled;~~
        ~~(iii)  the Participant's death;~~
        ~~(iv)  a specified time (or pursuant to a fixed schedule) specified under the Award Agreement at the date of the deferral compensation;~~
         ~~(v)  a change in the ownership or effective control of the Company or a Parent or Subsidiary, or in the ownership of a substantial portion of the assets of the Company or a Parent or Subsidiary; or~~
        ~~(vi)  the occurrence of an unforeseeable emergency with respect to the Participant.~~
        (b)   In the case of a Participant who is a "specified employee," the requirement of paragraph (a)(i) shall be met only if the distributions with respect to the Section 409A Award may not be made before the date which is six months after the Participant's separation from service (or, if earlier, the date of the Participant's death). For purposes of this subsection (b), a Participant shall be a "specified employee" if such Participant is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of a corporation any stock of which is publicly traded on an established securities market or otherwise, as determined under Section 409A(a)(2)(B)(i) of the Code and the Treasury Regulations thereunder.
        (c)   The requirement of paragraph (a)(vi) shall be met only if, as determined under Treasury Regulations under Section 409A(a)(2)(B)(ii) of the Code, the amounts distributed with respect to the unforeseeable emergency do not exceed the amounts necessary to satisfy such unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such unforeseeable emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).
        ~~(d)   For purposes of this Section, the terms specified therein shall have the respective meanings ascribed thereto under Section 409A of the Code and the Treasury Regulations thereunder.~~
        ~~15.3~~    ~~Prohibition on Acceleration of Benefits.~~    The time or schedule of any distribution or payment of any shares of Stock or other property or amounts under a Section 409A Award shall not be accelerated, except as otherwise permitted under Section 409A(a)(3) of the Code and the Treasury Regulations thereunder.
        ~~15.4~~    ~~Elections under Section 409A Awards.~~
        (a)   Any deferral election provided under or with respect to an Award to any Eligible Individual, or to the Participant holding a Section 409A Award, shall satisfy the requirements of Section 409A(a)(4)(B) of the Code, to the extent applicable, and, except as otherwise permitted under paragraph (i) or (ii) below, any such deferral election with respect to compensation for

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~~services performed during a taxable year shall be made not later than the close of the preceding taxable year, or at such other time as provided in Treasury Regulations.~~
          (i)  In the case of the first year in which an Eligible Individual or a Participant holding a Section 409A Award, becomes eligible to participate in the Plan, any such deferral election may be made with respect to services to be performed subsequent to the election with thirty days after the date the Eligible Individual, or the Participant holding a Section 409A Award, becomes eligible to participate in the Plan, as provided under Section 409A(a)(4)(B)(ii) of the Code.
         (ii)  In the case of any performance-based compensation based on services performed by an Eligible Individual, or the Participant holding a Section 409A Award, over a period of at least twelve months, any such deferral election may be made no later than six months before the end of the period, as provided under Section 409A(a)(4)(B)(iii) of the Code.
        (b)   In the event that a Section 409A Award permits, under a subsequent election by the Participant holding such Section 409A Award, a delay in a distribution or payment of any shares of Stock or other property or amounts under such Section 409A Award, or a change in the form of distribution or payment, such subsequent election shall satisfy the requirements of Section 409A(a)(4)(C) of the Code, and:
          ~~(i)  such subsequent election may not take effect until at least twelve months after the date on which the election is made,~~
         (ii)  in the case such subsequent election relates to a distribution or payment not described in Section 10.2(a)(ii), (iii) or (vi), the first payment with respect to such election may be deferred for a period of not less than five years from the date such distribution or payment otherwise would have been made, and
        (iii)  in the case such subsequent election relates to a distribution or payment described in Section 10.2(a)(iv), such election may not be made less than twelve months prior to the date of the first scheduled distribution or payment under Section 10.2(a)(iv).
        ~~15.5~~    ~~Compliance in Form and Operation.~~    A Section 409A Award, and any election under or with respect to such Section 409A Award, shall comply in form and operation with the requirements of Section 409A of the Code and the Treasury Regulations thereunder.

~~ARTICLE 16~~

~~GENERAL PROVISIONS~~
        ~~16.1~~    ~~No Rights to Awards.~~    No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Eligible Individuals, Participants or any other persons uniformly.
        ~~16.2~~    ~~No Shareholders Rights.~~    ~~The recipient of any Award under the Plan shall have no rights as a shareholder with respect thereto unless and until certificates for shares of Stock are issued to him or her.~~
        ~~16.3~~    ~~Withholding.~~    The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant's FICA obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold shares of Stock otherwise issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value equal to the sums required to be

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withheld. Notwithstanding any other provision of the Plan, the number of shares of Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award within six months (or such other period as may be determined by the Committee) after such shares of Stock were acquired by the Participant from the Company) in order to satisfy the Participant's federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.
        ~~16.4~~    ~~No Right to Employment or Services.~~    Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant's employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of the Company or any Subsidiary.
        ~~16.5~~    ~~Unfunded Status of Awards.~~    The Plan is intended to be an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.
        ~~16.6~~    ~~Indemnification.~~    To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her;~~provided~~ he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company's Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
        ~~16.7~~    ~~Relationship to other Benefits.~~    No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
        ~~16.8~~    ~~Expenses.~~    ~~The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.~~
        ~~16.9~~    ~~Titles and Headings.~~    ~~The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.~~
        ~~16.10~~    ~~Fractional Shares.~~    No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as appropriate.
        ~~16.11~~    ~~Limitations Applicable to Section 16 Persons.~~    Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by

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~~applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.~~
        ~~16.12~~    ~~Financial Restatements.~~    In the event of a restatement of the Company's financial statements, the Committee shall have the right to review any Award, the amount, payment or vesting of which was based on an entry in the financial statements that are the subject of the restatement. If the Committee determines that based on the results of the restatement, a lesser amount or portion of an Award should have been paid or vested, it may (i) cancel all or any portion of any outstanding Awards and (ii) require the Participant or other person to whom any payment has been made or shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the period beginning twelve months preceding the date of the restatement and ending with the date of cancellation of any outstanding Awards
        ~~16.13~~    ~~Government and Other Regulations.~~    The obligation of the Company to make payment of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register pursuant to the Securities Act of 1933, as amended, any of the shares of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act of 1933, as amended, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.
        ~~16.14~~    ~~Governing Law.~~    ~~The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Utah.~~
~~*    *    *    *    *~~
        ~~I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of USANA Health Sciences, Inc. on                        , 2015.~~
~~*    *    *    *    *~~
        ~~I hereby certify that the foregoing Plan was approved by the shareholders of USANA Health Sciences, Inc. on                        , 2015.~~
        ~~Executed on this      day of                        , 2015.~~
~~Corporate Secretary~~

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0000236729_1 R1.0.0.51160 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01 Robert Anciaux 02 Gilbert A. Fuller 03 Jerry G. McClain 04 Ronald S. Poelman 05 Myron W. Wentz, Ph.D. USANA HEALTH SCIENCES, INC. ATTN: Joshua Foukas 3838 W. PARKWAY BLVD. Salt Lake City, UT 84120 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2 To approve the Companys 2015 Equity Incentive Award Plan. 3 To ratify the selection of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year 2015. NOTE: To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

0000236729_2 R1.0.0.51160 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com . USANA HEALTH SCIENCES, INC. Annual Meeting of Shareholders May 6, 2015 11:00 AM This proxy is solicited by the Board of Directors The shareholder executing and delivering this Proxy hereby appoints David A. Wentz and Paul A. Jones and each of them as Proxies, with full power of substitution, and hereby authorizes them to represent and vote, as designated below, all shares of common stock of the Company held of record by the undersigned as of March 2, 2015, at the Annual Meeting of Shareholders of USANA Health Sciences, Inc., to be held at the Corporate headquarters, 3838 West Parkway Blvd., Salt Lake City, Utah 84120, on Wednesday, May 6, 2015, at 11:00 a.m., Mountain Daylight Time, or at any adjournment thereof. This Proxy is given in accordance with the instructions indicated and carries discretionary authority related to any and all other matters that may come before the meeting and any adjournments thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN CO-TENANTS HOLD SHARES, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Continued and to be signed on reverse side


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USANA Health Sciences, Inc.
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~~TIME:~~	~~11:00 a.m. MDT~~
~~DATE:~~	~~Wednesday, May 6, 2015~~
~~PLACE:~~	~~The offices of USANA Health Sciences, Inc.~~ ~~3838 West Parkway Boulevard, Salt Lake City, Utah 84120~~
~~PURPOSES:~~	1.	~~To elect five directors to serve for one year each, until the next Annual Meeting of Shareholders and until a successor is elected and shall qualify;~~
	2.	~~To approve the Company's 2015 Equity Incentive Award Plan;~~
	3.	~~To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2015; and~~
	4.	~~To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof.~~


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT			1
~~QUESTIONS AND ANSWERS~~PROXY STATEMENT			1
—Summary			1
—Voting and Quorum, Abstentions and Broker Non-Votes			1
—Shareholder of Record			1
—Beneficial Owner			2
—Quorum			2
—Broker Non-Votes			2
—Required Votes			2
—Revocation and Voting of Proxies			3
—Proxy Solicitations			3
—Attending the Virtual Annual Meeting			3
—Voting Results			3
PROPOSAL ~~#1:~~ #1—ELECTION OF DIRECTORS			3
—Director Nominees			4
RECOMMENDATION OF THE BOARD OF DIRECTORS			6
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			96
—~~Board Leadership Structure~~Independent Directors			96
—~~Director Independence~~Communicating with the Board of Directors			107
—~~Communications with~~Principles of Corporate Governance			7
—Stock Ownership Requirements			7
—Lead Independent Director			7
—Separation of Chairman and Chief Executive Officer Roles			8
—Term Limits and Mandatory Retirement Age			8
—Executive Sessions of Non-Management Directors			108
—Prohibition Against Pledging USANA Securities and Hedging Transactions			8
—Code of Ethics			9
—Committees of the Board of Directors			109
—Annual Assessment of Board Effectiveness			9
—Risk Oversight and Management			129
—Audit Committee			10
—Compensation ~~Risk Analysis~~Committee			1210
—~~Board~~Governance, Risk & Nominating Committee ~~Charters~~			1310
—~~Corporate Governance Guidelines~~Composition and Meetings of the Board of Directors and its Committees			1311
—~~Code of Ethics~~Audit Committee			1311
—Governance, Risk & Nominating Committee			11
—Compensation Committee			12
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			13
~~EXECUTIVE OFFICERS~~DIRECTOR COMPENSATION			13
—Fiscal Year 2017 Board Compensation			13
—Cash Compensation			13
—Equity Compensation			13
—Director Compensation Table			14
~~EXECUTIVE COMPENSATION~~PROPOSAL #2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			15


~~Proposal #1: Election of Directors~~		Under Utah law, a nominee who receives a plurality of the votes cast at the Annual Meeting will be elected as a director. The "plurality" standard means the nominees who receive the largest number of "for" votes (also known as a "plurality" of the votes) will be elected. The number of shares not voted for the election of a nominee (and the number of "withhold" votes cast with respect to that nominee) are not counted and will not affect the determination of whether that nominee has received the necessary votes for election under Utah law. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Broker non-votes will have no effect on the results of this vote.
~~Proposal #2: Approval of the Company's 2015 Equity Incentive Award Plan~~		The affirmative vote of the shareholders representing a majority of the shares present and entitled to vote at the Annual Meeting is required to approve the Company's 2015 Equity Incentive Award Plan. A shareholder who signs and submits a proxy is "present," so an abstention will have the same effect as a vote "Against" this Proposal. Broker non-votes will not be considered entitled to vote with respect to this Proposal and will have no effect on the outcome.
~~Proposal #3: Ratification of Independent Registered Public Accounting Firm~~		The affirmative vote of the shareholders representing a majority of the shares present and entitled to vote at the Annual Meeting is required to ratify the selection of KPMG LLP as our independent registered public accounting firm for our 2015 fiscal year. Shares present but not voted because of abstention will have the same effect on the results of this vote as a vote "Against." We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2015 fiscal year, our Audit Committee of our Board of Directors may reconsider its selection.


		~~Sincerely,~~

		~~David A. Wentz~~ ~~Chief Executive Officer~~


		By Order of the Board of Directors,

		James H. Bramble
		Chief Legal Officer, General Counsel and Corporate Secretary


—Independence			15
—Audit Fees			15
REPORT OF THE AUDIT COMMITTEE			16
~~—Compensation Discussion~~Policy on Pre-Approval of Audit and ~~Analysis~~			16
~~—Compensation Philosophy and Objectives~~Permissible Non-Audit Services			17
~~—Role of Compensation Committee~~			17
~~—Role of Corporate Leadership in Assisting Compensation Committee~~			18
~~—Compensation Consultants~~			18
~~—Components of Compensation~~			19
~~—Other Compensation~~			21
~~REPORT~~RECOMMENDATION OF THE ~~COMPENSATION COMMITTEE~~			24
~~SUMMARY COMPENSATION TABLE~~			25
~~GRANTS OF PLAN-BASED AWARDS~~			26
~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~			27
~~OPTION EXERCISES AND STOCK VESTED~~			28
~~COMPENSATION~~BOARD OF DIRECTORS			2917
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			30
~~EQUITY COMPENSATION PLAN INFORMATION~~			33
~~PROPOSAL #2: APPROVAL OF THE USANA 2015 EQUITY INCENTIVE AWARD PLAN~~			34
~~PROPOSAL #3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~			3918
—~~Policy on Pre-Approval~~Five-Percent Beneficial Owners of ~~Audit and Permissible Non-Audit Services~~Common Stock			4018
—~~Independence~~Director and Executive Officer Beneficial Ownership			40
~~—Financial Statements and Reports~~			40
~~—Services~~			40
~~REPORT OF THE AUDIT COMMITTEE~~			42
~~EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS~~			4318
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			4319
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			4320
—Policies and Procedures Regarding Related Party Transactions			20
—Related Party Transactions			20
EXECUTIVE OFFICERS			21
EXECUTIVE COMPENSATION			24
—Compensation Discussion and Analysis			24
—Introduction			24
—Executive Summary and Overview			24
—Summary of 2017 Accomplishments			24
—Compensation Philosophy and Objectives			25
—Overview of Components of Executive Compensation Program			25
—Role of Compensation Committee			26
—Role of Corporate Management in Assisting Compensation Committee			26
—Compensation Consultant			26
—Compensation Risk Assessment			27
—Components of Compensation			28
—Base Salary			28
—Non-Equity Incentive Plan Compensation			28
—2017 Discretionary Cash Bonus			29
—Equity Compensation			29
—Other Compensation			31
—Accounting Considerations and Tax Deductibility of Executive Compensation			32
REPORT OF THE COMPENSATION COMMITTEE			33
SUMMARY COMPENSATION TABLE			34
FISCAL YEAR 2017 CEO PAY RATIO			35
GRANTS OF PLAN-BASED AWARDS FOR 2017			36
—Grants of Plan-Based Awards Table			36
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			37
—Outstanding Equity Awards at Fiscal Year-End Table			37
OPTION EXERCISES AND STOCK VESTED			38
EQUITY COMPENSATION PLAN INFORMATION			38
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS			39
PROPOSAL #3 ANNUAL ADVISORY "SAY ON PAY" VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			39
RECOMMENDATION OF THE BOARD OF DIRECTORS			39
SHAREHOLDER PROPOSALS FOR 2019 ANNUAL MEETING OF SHAREHOLDERS			39
OTHER ~~MATTERS~~BUSINESS			4440
ANNUAL REPORT ON FORM 10-K			4440
~~FURTHER INFORMATION~~ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS			4440
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			41

Position		Stock Ownership Requirement

Chief Executive Officer		1.5 times base salary
All other executive officers		1 times base salary

~~Name~~		~~Position~~

~~Myron W. Wentz, Ph.D.~~		~~Chairman of the Board~~
~~David A. Wentz~~		~~Chief Executive Officer~~
~~Paul A. Jones~~		~~Chief Financial Officer~~
~~Kevin G. Guest~~		~~President, USANA Health Sciences, Inc.~~
~~Deborah Woo~~		~~President, Asia and Greater China~~
~~James H. Bramble~~		~~Chief Legal Officer~~
~~Jim Brown~~		~~Chief Operating Officer~~
~~Daniel A. Macuga~~		~~Chief Communications Officer and Executive Vice President of Field Development for the Americas~~
~~Doug Braun~~		~~Chief Marketing Officer~~
~~Rick Stambaugh~~		~~Chief Information Officer~~


~~Blyth, Inc.~~		~~Nature's Sunshine Products, Incorporated~~
~~Coty, Inc.~~		~~Nu Skin Enterprises, Inc.~~
~~Elizabeth Arden, Inc.~~		~~Nutraceutical International Corporation~~
~~GNC Holdings, Inc.~~		~~NutriSystem Inc.~~
~~The Hain Celestial Group, Inc.~~		~~Perrigo Company plc~~
~~Herbalife, Ltd.~~		~~Prestige Brands Holdings, Inc.~~
~~International Flavors and Fragrances Inc.~~		~~Primerica, Inc.~~
~~Inter Parfums, Inc.~~		~~Revlon, Inc.~~
~~LifeVantage Corporation~~		~~Tupperware Brands Corporation~~
~~Mannatech, Incorporated~~		~~Vitamin Shoppe, Inc.~~
~~Natural Health Trends Corp.~~		~~Weight Watchers International, Inc.~~


		~~Ronald S. Poelman (Chair)~~ ~~Jerry G. McClain~~ ~~Robert Anciaux~~

(a) Name and Principal Position		(c) Salary ($)				(f) Option Awards ($)(2)		(g) Non-Equity Incentive Plan Compensation ($)(3)			(i) All Other Compensation ($)(4)		(j) Total ($)

Myron W. Wentz	2014		—	—	—		—		—	—		—		—
Chairman	2013		—	—	—		—		—	—		—		—
	2012		—	—	—		—		—	—		—		—
David A. Wentz	2014	$	469,231	—	—	$	1,018,958	$	218,096	—	$	9,100	$	1,715,385
Chief Executive Officer	2013	$	530,769	—	—		—	$	289,360	—	$	8,575	$	828,704
	2012	$	565,289	—	—		—	$	284,275	—	$	8,575	$	858,139
Paul A. Jones	2014	$	329,534	—	—		—	$	148,666	—	$	9,100	$	487,300
Chief Financial Officer	2013	$	317,688	—	—		—	$	153,192	—	$	8,575	$	479,455
	2012	$	189,697	—	—	$	486,045	$	95,396	—	$	8,575	$	779,713
Kevin G. Guest(5)	2014	$	589,843	25,000	—	$	1,036,679	$	274,156	—	$	9,100	$	1,934,778
President of USANA	2013	$	583,495	—	—		—	$	318,104	—	$	8,575	$	910,174
	2012	$	574,671	—	—		—	$	288,993	—	$	8,575	$	872,239
Deborah Woo(6)	2014	$	583,546	—	—	$	1,027,818	$	271,229	—	$	87,580	$	1,970,173
President of Asia &	2013	$	575,052	—	—		—	$	262,696	—	$	83,513	$	921,261
& Greater China	2012	$	555,657	—	—		—	$	279,266	—	$	76,879	$	911,802
James H. Bramble	2014	$	376,843	—	—	$	655,677	$	175,155	—	$	9,100	$	1,216,775
Chief Legal Officer &	2013	$	365,909	—	—		—	$	199,483	—	$	8,575	$	573,967
Corporate Secretary	2012	$	355,251	—	—		—	$	178,650	—	$	8,575	$	542,476

Name	Fees earned or paid in cash ($)(1)		Stock awards ($)(2)			Total ($)

Myron W. Wentz		—		—	—		—
Robert Anciaux(4)	$	105,000	$	52,444	—	$	157,444
Gilbert A. Fuller(5)	$	116,400	$	52,444	—	$	168,844
J. Scott Nixon(6)	$	22,850	$	52,442	—	$	75,292
D. Richard Williams(7)	$	102,600	$	104,998	—	$	207,598
Feng Peng(8)	$	91,400	$	104,998	—	$	196,398
Frederick J. Winssinger(9)	$	91,400	$	104,998	—	$	196,398



		Estimated future payouts under non-equity incentive plan awards(1)						Estimated future payouts under equity incentive plan awards						(i) All other stock awards: Number of shares of stock or units (#)			(k) Exercise or base price of option awards ($/Sh)(3)		(l) Grant date fair value of stock and option awards ($)
(a) Name	(b) Grant Date	(c) Threshold ($)(1)		(d) Target ($)		(e) Maximum ($)		(f) Threshold ($)		(g) Target ($)		(h) Maximum ($)					(k) Exercise or base price of option awards ($/Sh)(3)		(l) Grant date fair value of stock and option awards ($)
Myron W. Wentz			—		—		—		—		—		—		—	—		—		—
David A. Wentz	N/A		—	$	150,000	$	300,000		—		—		—		—	57,500		57.62		1,018,958
Paul A. Jones	N/A		—	$	170,000	$	340,000		—		—		—		—	—		—		—
Kevin G. Guest	N/A		—	$	300,000	$	600,000		—		—		—		—	58,500		57.62		1,036,679
Deborah Woo	N/A		—	$	290,189	$	580,378		—		—		—		—	58,000		57.62		1,027,818
James H. Bramble	N/A		—	$	191,336	$	382,673		—		—		—		—	37,000		57.62		655,677

	Option awards										Stock Awards

(a) Name	(b) Number of securities underlying unexercised options (#) exercisable		(c) Number of securities underlying unexercised options (#) unexercisable		(d) Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		(e) Option exercise price ($)		(f) Option expiration date		(g) Number of shares or units of stock that have not vested (#)		(h) Market value of shares or units of stock that have not vested ($)		(i) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		(j) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Myron W. Wentz		—		—		—	$	—		—		—		—		—		—
		—		—		—	$	—		—
David A. Wentz(1)		—		30,000		—	$	35.47		27-Oct-15		—		—		—		—
		—		57,500		—	$	57.62		15-Mar-18
Paul A. Jones(2)		—		10,200		—	$	39.40		26-Jan-16		—		—		—		—
		7,000		21,000		—	$	38.23		16-Jun-18
Kevin G. Guest(1)		—		25,250		—	$	35.47		27-Oct-15		—		—		—		—
		—		58,500		—	$	57.62		15-Mar-18
Deborah Woo(1)		—		32,000		—	$	35.47		27-Oct-15		—		—		—		—
		—		58,000		—	$	57.62		15-Mar-18
James H. Bramble(1)		—		15,000		—	$	35.47		27-Oct-15		—		—		—		—
		—		37,000		—	$	57.62		15-Mar-18

	Option awards				Stock awards

(a) Name	(b) Number of shares acquired on exercise (#)		(c) Value realized on exercise ($)		(d) Number of shares acquired on vesting (#)		(e) Value realized on vesting ($)
Myron W. Wentz		343,805	$	22,500,244		—		—
David A. Wentz		22,484	$	1,627,148		—		—
Paul A. Jones		10,823	$	1,136,510		—		—
Kevin G. Guest		12,635	$	897,133		—		—
Deborah Woo		15,875	$	1,117,979		—		—
James H. Bramble		7,895	$	619,950		—		—

(a) Name	(b) Fees earned or paid in cash ($)(1)			(d) Option awards ($)(2)					(h) Total ($)

Robert Anciaux	$	126,600	—	$	213,264	—	—	—	$	339,864
Jerry G. McClain	$	143,950	—	$	213,264	—	—	—	$	357,214
Ronald S. Poelman	$	150,250	—	$	213,264	—	—	—	$	363,514
Gilbert A. Fuller	$	133,050	—	$	213,264	—	—	—	$	346,314

Name and Address

Beneficial Owners of More Than 5%
Gull Holdings, Ltd.	6,498,110	51.3	%
4 Finch Road
Douglas, Isle of Man
FMR LLC(3)	1,146,907	9.1	%
82 Devonshire Street
Boston, MA 02109
Renaissance Technologies LLC(4)	797,883	6.3	%
800 Third Avenue
New York, NY 10022
Directors and Named Executive Officers
Myron W. Wentz, Ph.D.(5)	6,498,110	51.3	%
Chairman of the Board
David A. Wentz,(6)	478,591	3.8	%
Chief Executive Officer
Paul A. Jones(7)	4,351	*
Chief Financial Officer
Kevin G. Guest(8)	16,995	*
President
Deborah Woo(9)	20,762	*
President of Asia and Greater China
James H. Bramble(10)	10,354	*
Chief Legal Officer
Robert Anciaux, Director(11)	3,626	*
Jerry G. McClain, Director(12)	7,166	*
Ronald S. Poelman, Director(13)	5,702	*
Gilbert A. Fuller, Director(14)	1,443	*
Directors and Officers as a group (10 persons)	7,047,100	55.3	%

Plan Category	Number of securities to be issued upon exercise of outstanding awards(1)			Weighted-average exercise price of outstanding awards			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

	(a)			(b)			(c)
Equity compensation plans approved by security holders		1,568,288	(2)	$	49.20	(3)		7,457,733
Equity compensation plans not approved by security holders		None			N/A			None



Total		1,568,288	(2)	$	49.20	(3)		7,457,733

Type of Service and Fee	Fiscal Year 2016		Fiscal Year 2017

Audit Fees	$	1,958,641	$	2,074,116
Audit Related Fees		—		—
Tax Fees	$	64,650	$	111,300
All Other Fees		—		—

Total Fees	$	2,023,291	$	2,185,416



		Gilbert A. Fuller, Chairman J. Scott Nixon Feng Peng D. Richard Williams Frederic Winssinger

	Fiscal Year 2013

	Fiscal Year 2013				Fiscal Year 2014
			PricewaterhouseCoopers LLP		Fiscal Year 2014
Type of Service and Fee	KPMG LLP		PricewaterhouseCoopers LLP		KPMG LLP
Audit Fees	$	1,706,462	$	181,110	$	1,423,415
Audit Related Fees		—	$	37,293	$	—
Tax Fees		—	$	127,259	$	43,050
All Other Fees		—	$	—	$	—

Total Fees	$	1,706,462	$	345,662	$	1,466,465

Name and Address

Beneficial Owners of More Than 5%
Gull Global, Ltd.	11,522,053	47.9	%
PO Box N-4899, 2/F Bahamas Financial Ctr.
Shirley & Charlotte Streets
Nassau, C5 BH1-1000
Renaissance Technologies LLC(3)	1,930,966	8.0	%
800 Third Avenue
New York, New York 10022
FMR LLC(4)	1,549,638	6.4	%
245 Summer Street
Boston, MA 02210
Directors and Executive Officers
Myron W. Wentz, Ph.D.(5)	11,522,053	47.9	%
Chairman of the Board
Kevin G. Guest(6)	2,169	*
Chief Executive Officer
Jim Brown(7)	2,971	*
President & COO
G. Douglas Hekking(8)	2,289	*
Chief Financial Officer
Paul A. Jones(9)	10,702	*
Chief Leadership Development Officer
David Mulham(10)	6,000	*
Chief Field Development Officer
Dan Macuga(11)	1,941	*
Chief Communications and Marketing Officer
Robert Anciaux, Director(12)	10,630	*
Gilbert A. Fuller, Director(13)	4,822	*
Feng Peng(14)	3,660	*
Frederic Winssinger(15)	3,660	*
J. Scott Nixon(16)	859	*
Directors and Officers as a group (12 persons)	11,571,756	48.0	%

Name		Position

Kevin G. Guest		Chief Executive Officer and Director
Jim Brown		President and Chief Operating Officer
G. Douglas Hekking		Chief Financial Officer
Paul A. Jones		Chief Leadership Development Officer
James H. Bramble		Chief Legal Officer and Corporate Secretary
Daniel A. Macuga		Chief Communications and Marketing Officer
Robert Sinnott		Chief Scientific Officer
Walter Noot		Chief Information Officer
David Mulham		Chief Field Development Officer


Coty, Inc.		Nu Skin Enterprises, Inc.
GNC Holdings, Inc.		Nutraceutical International Corporation
The Hain Celestial Group, Inc.		NutriSystem Inc.
Herbalife, Ltd.		Prestige Brands Holdings, Inc.
International Flavors and Fragrances Inc.		Primerica, Inc.
Inter Parfums, Inc.		Revlon, Inc.
LifeVantage Corporation		Tupperware Brands Corporation
Mannatech, Incorporated		Vitamin Shoppe, Inc.
Medifast		Weight Watchers International, Inc
Natural Health Trends Corp.
Nature's Sunshine Products, Incorporated

Name and principal position	Year		Salary ($)		Bonus ($)(1)		Equity awards ($)(2)		Non-equity incentive plan compensation ($)(3)		All other compensation ($)(4)		Total ($)

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
Kevin G. Guest,		2017	$	811,317	$	58,613	$	754,769	$	428,542	$	9,450	$	2,062,691
Chief Executive Officer		2016	$	626,628		—		—	$	306,923	$	9,275	$	942,826
		2015	$	608,516	$	75,000	$	3,035,676	$	350,383	$	9,100	$	4,078,675
Jim Brown,		2017	$	523,335	$	62,808	$	552,205	$	294,113	$	9,450	$	1,424,227
President and Chief		2016	$	401,122	$	83,333		—	$	196,469	$	9,275	$	690,199
Operating Officer		2015		—		—		—		—		—		—
G. Douglas Hekking		2017	$	372,981	$	17,964	$	362,274	$	111,496	$	9,450	$	894,009
Chief Financial Officer(5)		2016		—		—		—		—		—		—
		2015		—		—		—		—		—		—
Paul A. Jones,		2017	$	357,000	$	17,194	$	134,188	$	119,943	$	9,450	$	638,545
Chief Leadership		2016	$	357,000		—		—	$	174,859	$	9,275	$	541,134
Development Officer(6)		2015	$	348,042		—	$	1,517,838	$	188,403	$	9,100	$	2,063,383
Dan Macuga,		2017	$	416,170	$	20,044	$	351,011	$	149,399	$	9,450	$	943,224
Chief Communications &		2016	$	371,110		—		—	$	181,770	$	9,275	$	562,155
Marketing Officer		2015		—		—		—		—		—		—
David Mulham,		2017	$	411,718	$	20,124	$	351,011	$	148,990	$	64,924	$	996,688
Chief Field Development		2016		—		—		—		—		—		—
Officer(7)		2015		—		—		—		—		—		—

		Estimated future payouts under non-equity incentive plan awards						Estimated future payouts under equity incentive plan awards						All Other Stock Awards; Number of Shares of Stock or Units (#)(2)

								Estimated future payouts under equity incentive plan awards								Grant Date Fair Value of Stock Awards ($)(3)
Name	Grant date	Threshold ($)(1)		Target ($)(1)		Maximum ($)(1)		Threshold ($)		Target ($)		Maximum ($)				Grant Date Fair Value of Stock Awards ($)(3)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Kevin G. Guest,	N/A		—	$	618,000	$	824,000		—		—		—		—		—
Chief Executive	05-01-17		—		—		—		—		—		—		5,493	$	306,784
Officer	10-23-17		—		—		—		—		—		—		7,338	$	447,985
Jim Brown,	N/A		—	$	401,700	$	535,600		—		—		—		—		—
President and Chief	05-01-17		—		—		—		—		—		—		5,493	$	306,784
Operating Officer	10-23-17		—		—		—		—		—		—		4,020	$	245,421
G. Douglas Hekking,	N/A		—		215,800	$	431,600		—		—		—		—		—
Chief Financial Officer	05-01-17		—		—		—		—		—		—		3,545	$	197,988
	10-23-17		—		—		—		—		—		—		2,691	$	164,286
Paul A. Jones,	N/A		—	$	185,600	$	371,200		—		—		—		—		—
Chief Leadership	10-23-17		—		—		—		—		—		—		2,198	$	134,188
Development Officer
Dan Macuga,	N/A		—	$	213,725	$	427,450		—		—		—		—		—
Chief Communications	05-01-17		—		—		—		—		—		—		3,492	$	195,028
and Marketing Officer	10-23-17		—		—		—		—		—		—		2,555	$	155,983
David Mulham,	N/A		—	$	213,725	$	427,450		—		—		—		—		—
Chief Field	05-01-17		—		—		—		—		—		—		3,492	$	195,028
Development Officer	10-23-17		—		—		—		—		—		—		2,555	$	155,983

	Option awards										Restricted Stock Unit awards

			Number Of Securities Underlying Unexercised Options (#)								Number of shares or units of stock that have not vested (#)		Market value of shares or units that have not vested ($)(1)
	Grant Date		Number Of Securities Underlying Unexercised Options (#)				Option exercise price ($)		Option expiration date
Name	Grant Date		Exercisable		Unexercisable		Option exercise price ($)		Option expiration date
Kevin G. Guest,		09-01-15		—		120,000	$	70.75		03-01-2020		—		—
Chief Executive Officer(2)(3)(4)		05-01-17		—		—		—		—		5,493	$	406,757
		10-23-17		—		—		—		—		7,338	$	543,379
Jim Brown,		09-01-15		—		60,000	$	70.75		03-01-2020		—		—
President and Chief		05-01-17		—		—		—		—		5,493	$	406,757
Operating Officer(2)(3)(4)		10-23-17		—		—		—		—		4,020	$	297,681
G. Douglas Hekking,		09-01-15		20,000		30,000	$	70.75		03-01-2020		—		—
Chief Financial		05-01-17		—		—		—		—		3,545	$	262,507
Officer(4)(5)(6)		10-23-17		—		—		—		—		2,691	$	199,269
Paul A. Jones,		12-17-12		14,000		—	$	19.12		06-17-2018		—		—
Chief Leadership Development		09-01-15		—		60,000	$	70.75		03-01-2020		—		—
Officer(2)(4)(7)		10-23-17		—		—		—		—		2,198	$	162,762
Dan Macuga,		09-01-15		—		60,000	$	70.75		03-01-2020		—		—
Chief Communications and		05-01-17		—		—		—		—		3,492	$	258,583
Marketing Officer(2)(3)(4)		10-23-17		—		—		—		—		2,555	$	189,198
David Mulham,		09-01-15		40,000		60,000	$	70.75		03-01-2020		—		—
Chief Field Development		05-01-17		—		—		—		—		3,492	$	258,583
Officer(3)(4)(5)		10-23-17		—		—		—		—		2,555	$	189,198

Plan Category	Number of securities to be issued upon exercise of outstanding awards(1)			Weighted-average exercise price of outstanding awards			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

	(a)			(b)			(c)
Equity compensation plans approved by security holders		2,408,907	(2)	$	62.49	(3)		7,980,479
Equity compensation plans not approved by security holders		N/A			N/A			N/A



Total		2,428,907	(2)	$	62.49	(3)		7,980,479


		By Order of the Board of Directors,

		James H. Bramble, Corporate Secretary