(b) The inability of the Corporation to obtain approval from any regulatory body having authority
deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock
pursuant to this award shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such approvals.
8. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and the Award Recipient, and
the legal representatives, heirs and legatees of the Award Recipient s estate.
9. NOTICES. Any notice required to be given or delivered to the Corporation under the
terms of this Agreement shall be in writing and addressed to the Corporation at its principal
corporate offices. Any notice required to be given or delivered to the Award Recipient shall be in
writing and addressed to the Award Recipient at the address indicated on the Corporations books
and records. All notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.
10. CONSTRUCTION. This Agreement and the award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Committee with respect to any question or issue arising under the Plan or this
Agreement shall be conclusive and binding on all persons having an interest in this award.
11. GOVERNING LAW. The interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the state in which the Corporation is incorporated without resort to
that States conflict-of-laws rules.
12. STOCKHOLDER APPROVAL. If the Shares covered by this Agreement exceed, as of the Grant
Date, the number of shares of Common Stock which may be issued under the Plan as last approved by
the stockholders, then this award shall be void with respect to such excess shares, unless
stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock
issuable under the Plan is obtained in accordance with the provisions of the Plan.
13. FORFEITURE OF SHARES. If the Award Recipient becomes obligated to return all or a
portion of the Shares of restricted stock to the Corporation due to a forfeiture of such Shares
pursuant to this award agreement, and fails to deliver the certificates representing such Shares in
accordance with the terms of this award agreement, the Corporation may, at its option, in addition
to all other remedies it may have, send to you, to the address listed on the books of the
Corporation, written notice and thereupon shall cancel on its books the certificates representing
the Shares to be returned to the Corporation. Thereupon, all of your rights in and to said Shares
shall terminate. The Corporation shall not be obligated to give notice to any holder of Shares of
restricted stock if such holder does not appear on the stock transfer ledger of the Corporation as
the registered holder of such Shares.
The following definitions shall be in effect under the Agreement:
A. Agreement shall mean this Restricted Stock Agreement.
B. Board shall mean the Corporations Board of Directors.
C. Code shall mean the Internal Revenue Code of 1986, as amended.
D. Common Stock shall mean the Corporations common stock.
E. Corporation shall mean Natural Health Trends Corp., a Delaware corporation.
F. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.
G. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.
H. Grant Notice shall mean the Notice of Grant of Restricted Stock accompanying the
Agreement, pursuant to which the Award Recipient has been informed of the basic terms of the award
I. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
J. The Award Recipient shall mean the person to whom the restricted stock is granted as
specified in the Grant Notice.
K. Parent shall mean any corporation (other than the