General Manager Japan Employment Agreement - Takashi Bamba

EXHIBIT 10.4





This Agreement (the "Agreement"), dated as of this 1st day of May, 1993, by and between:



Nu Skin Japan, Inc., a corporation duly organized and existing under the laws of the State of Utah, U.S.A., having a branch office at Sumitomo Fudosan Shiba Building 5th Floor, 11-11, Shiba 1-Chrome, Minato-ku, Toyko, Japan (hereinafter referred to as "NSJ").





Takashi Bamba, an individual residing at 1-24-4, Soshigaya, Setagaya-ku, Toyko, 157, Japan (hereinafter referred to as "Mr. Bamba").





WITNESSETH:



WHEREAS, NSJ wishes to employ Mr. Bamba and Mr. Bamba wishes to be employed by NSJ for the successful operation of the Japan Branch of NSJ; and



WHEREAS, NSJ and Mr. Bamba wish to set forth the terms and conditions of Mr. Bamba's relationship with NSJ;



NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows:



1. Relationship

------------



NSJ agrees to retain Mr. Bamba with the operating Title of "General Manager" ("Nihon Shisha-cho" in the Japanese language) for the Term specified in paragraph 2, and Mr. Bamba agrees to accept such position upon the terms and conditions hereinafter set forth. Mr. Bamba agrees to the arrangement that, upon the decision of NSJ, he shall be registered as the Representative in Japan of NSJ with the Legal Affairs Bureau of the Ministry of Justice having jurisdiction over the Japan Branch of NSJ. In the event Mr. Bamba is terminated from NSJ for any reason whatsoever or NSJ decides to remove Mr. Bamba as Representative in Japan of NSJ for any reason whatsoever, Mr. Bamba shall immediately execute written resignation forms, in both the English and Japanese languages, stating that he is immediately resigning from the position as Representative in Japan of NSJ; such documents being necessary to delete the registration of Mr. Bamba as the Representative in Japan of NSJ with the Legal Affairs Bureau of the Ministry of Justice.

2. Term

----



This Agreement shall be for a three (3) year period commencing on May 1, 1993 and terminating on April 30, 1996 (the "Term"), and unless this Agreement is sooner terminated under the provisions hereof or unless either party shall give to the other party notice on or before January 31, 1996 that this Agreement shall not continue to remain in effect after April 30, 1996, the Term shall continue indefinitely from and after May 1, 1996 until such time as either party shall give to the other at least three (3) months' notice of termination specifying the date of termination, which notice may be given at any time before or after May 1, 1996, In lieu of giving such three months' notice of termination, NSJ may make the termination date immediate by paying Mr. Bamba severance pay equal to three months' salary at his then current rate, less applicable taxation on such severance pay pursuant to Japanese tax rules as then exist.



3. Duties and Responsibilities

---------------------------



(a) During the Term Mr. Bamba shall perform such executive duties and responsibilities compatible with his position as General Manager as may be assigned to him by the Board of Directors of NSJ and as communicated by said Directors from time to time. Mr. Bamba's relationship with NSJ shall be full- time and exclusive, and during the Term, Mr. Bamba agrees that he will devote all his business time and attention and his best efforts, skill and ability to carry out his duties in a competent and professional manner and that he shall supervise and administrate and work with other employees of NSJ in-a competent and professional manner. The area of his duties shall include, but not be limited to, the following: the maximization of profits by increasing revenues and reasonably decreasing expenses; the maximization of NSJ's growth; the harmonization of employee relations at NSJ; maximum support, administration and education of Independent Distributors, accounting, and finance; the maintenance and protection of NSJ's goodwill and reputation, the maintenance of good relationships with the relevant governmental bodies and the relevant industrial circles including the Japan Direct Selling Association.



(b) Mr. Bamba will report directly to the Regional Managing Director. Daily business operations of NSJ will be managed pursuant to the general guidelines of NSJ and any other directives, guidelines, policies, business plans, sales plans, etc. which may be issued by NSJ or its affiliated company, Nu Skin International Inc. ("NSI").



4. Compensation

------------



As compensation for services hereunder and in consideration of the provisions set forth in paragraph 9 below, NSJ shall pay



Mr. Bamba during the Term, in accordance with NSJ's normal payroll practices, a direct salary compensation at an annual rate of 31,800,000 [yen] (Thirty One Million Eight Hundred Thousand Japanese Yen) (taxes, social security or health insurance premiums, or any other deductions required by law or NSJ's regulations are the responsibility of Mr. Bamba). Such salary shall be reviewed before April 1 on an annual basis.



5. Expenses; Fringe Benefits

-------------------------



In addition to the compensation provided for under paragraph 4, NSJ agrees to pay to Mr. Bamba as follows:



(a) NSJ agrees to pay or to reimburse Mr. Bamba during the Term for all

reasonable, ordinary and necessary vouchered business or entertainment

expenses incurred in the performance of his services hereunder in

accordance with NSJ's policies as from time to time in effect, provided,

however that, if it is impossible to obtain vouchers or receipts for small

expenses as per the custom or practice in Japan, such vouchers or receipts

can be dispensed with.



(b) During the Term, Mr. Bamba shall be entitled to participate in all

retirement benefit plans as are now, or hereafter may be, established by

NSJ for the benefit of NSJ employees.



(c) NSJ shall also apply for membership in and be responsible for all fees

associated with membership in:



(i) The American Club located in Tokyo;



(ii) A golf club in the Tokyo suburbs area within a budget of

37,000,000 [yen] (Thirty Seven Million Yen) by which amount a

membership for such a golf club can be purchased and within an annual

expense of 300,000 [yen] (Three Hundred Thousand Yen) for annual

membership dues and cost of renting a locker, etc.



The above memberships are to be used solely for the purpose of promoting

NSJ in the country of Japan and all memberships will be in the name of NSJ.

Mr. Bamba will only be entitled to use the above ...