KEY EXECUTIVE BENEFITS AGREEMENT
LifeVantage Corporation (the "Company") has established this Key Executive Benefits Agreement (the "Agreement") to attract, motivate and retain certain key executives of the Company. An employee is considered a Key Executive upon approval by the Company's Compensation Committee. You shall be considered a Key Executive of the Company. This Agreement is entered into between the Company and Terrence Moorehead (“Key Executive” or “you”) effective as of August 5, 2026.
The terms and conditions of this Agreement are as follows:
1.Position and Responsibilities.
a.No later than August 5, 2026, you will commence serving as a key management executive of the Company as its President and Chief Executive Officer. You shall be a member of the Company’s Board of Directors. You shall have the duties, responsibilities, and authority that are customarily associated with such position and such other senior management duties as may reasonably be assigned consistent with your position. You will devote your full time, efforts, abilities, and energies to promote the general welfare and interests of the Company and any related enterprises of the Company. Unless otherwise approved in writing by the Chairman of the Company's Board of Directors, your primary workplace will be located at the Company's headquarters located in Lehi, Utah; provided, however, that you may be required to travel from time to time as reasonably required for business purposes.
b.Your salary will be $850,000 annually paid semi-monthly through the Company’s normal payroll process, less customary taxes and any voluntary deductions. Your pay will be evaluated by the Company as part of the Company’s annual compensation review process.
c.Nothing herein shall preclude you from (i) serving, with the prior written consent of a member of the board of directors on advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations as determined by the Company in its reasonable discretion, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by you so as not to materially interfere, individually or in the aggregate, with the performance of your duties and responsibilities hereunder.
2.Annual Incentive Plan. As a key executive, during your continued employment as a key executive, you will be eligible to participate in the Board of Directors' approved Employee Annual Incentive Plan, as amended from time to time in the Company's sole discretion, at the level indicated in Exhibit “A” hereto pursuant to the plan details. The Board shall set reasonable goals to be achieved for each fiscal year by no later than 60 days following the beginning of a fiscal year. If the Board fails to set forth criteria prior to September 15 of the fiscal year of performance, you shall be paid at target (meaning 100% of your base salary) for the applicable performance year. Any Annual Incentive Award (the "Award') shall be paid to you during the first three months of the fiscal year that follows the applicable performance fiscal year. The Award will be deemed to have been earned on the date of payment of such Award and, other than as set forth herein, you must remain an employee of the Company through the date of payment in order to receive the Award. Your guaranteed Annual Incentive Award for fiscal year 2027 shall be $425,000, with eligibility for a bonus up to 200% of the target payout rate, by reaching maximum plan metrics, to be pro-rated from your start date to June 30, 2027. In the event that you resign without Good Reason or your employment is terminated For Cause prior to June 30, 2027, you shall not receive the Annual Incentive Guarantee.
3.Long Term Incentive Compensation Plan. As a key executive and during your continued employment as a key executive, you will participate in the Board of Directors' approved annual Employee Equity Plan pursuant to the plan details as amended prospectively from time to time in the Company's sole discretion. Such equity grants, if any, will be made in the sole discretion of the Board of Directors and will be subject to the terms and conditions specified by the Board of Directors, the Company's stock plan, the award agreement that you must execute as a condition of any grant, and the Company's insider trading policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall use your best efforts to comply with any duty that you may have to (i) timely report any such transactions, and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Your new hire long term incentive award and fiscal year 2027 long term incentive award are detailed in Exhibit “B” hereto and will be awarded within 30 days or your start date.
4.Employee Benefit Programs.
a.During your employment with the Company, and except as may be provided under an employee stock purchase plan, you will be entitled to participate, in all Company employee benefit plans and programs at the time or thereafter made available to Key Executives including, without limitation, any savings or profit sharing plans, deferred compensation plans, stock option incentive plans, group life insurance, accidental death and dismemberment insurance, hospitalization, surgical, major medical and dental coverage, vacation, sick leave (including salary continuation arrangements), long-term disability, holidays and other employee benefit programs sponsored by the Company.
b.LifeVantage will pay all or a portion of the costs associated with the following Company employee benefit plans:
iii.Short Term Disability
In addition to the employee benefits provided to similarly situated employees, the Company shall provide the following benefits to you: (i) reimbursement of the cost of an annual executive physical examination; and (ii) $1,000,000 in additional term life insurance coverage above what the Company provides to similarly situated employees, subject to underwriter requirements and approval, as well as limitations or conditions set by the underwriter of such policy, and as permitted by law.
c.The Company may amend, modify, or terminate these benefits in its sole discretion at any time and for any reason. Any change in any employee benefit program or programs applicable to all covered key executive employees or all covered employees shall not constitute a material breach of this Agreement.
5.Termination of Employment.