RELIV INTERNATIONAL INC (Form: S-8, Received: 11/19/2014 16:16:26)

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

RELIV’ INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE		37-1172197
(State of Incorporation)		(I.R.S. Employer Identification Number)

136 Chesterfield Industrial Boulevard

Chesterfield, Missouri 63005

(636) 537-9715

(Address of Principal Executive Offices)

2014 Incentive Stock Plan

(Full title of plan)

Stephen M. Merrick		with copies to:
Senior Vice President, Secretary		Leonard J. Essig, Esq.
and General Counsel		Lewis, Rice & Fingersh, L.C.
Reliv’ International, Inc.		600 Washington Ave., Suite 2500
136 Chesterfield Industrial Boulevard		St. Louis, Missouri 63012
Chesterfield, Missouri 63005		(314) 444-7600
(636) 537-9715

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b- 2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered		Amount To Be Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Proposed Maximum Aggregate Offering Price				Amount Of Registration Fee
Common Stock Par Value $0.001			1,000,000			$	1.16			$	1,160,000			$	134.79

(1) This Registration Statement also covers an indeterminate amount of additional shares that may be offered and issued under the employee benefit plan named above to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Pursuant to Rule 457(c), represents the average of the high and low reported prices for the Registrant’s common stock as quoted on the NASDAQ Global Select Market on November 14, 2014, such date being a date within five business days prior to the date of filing of this Registration Statement.

PART I – INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information.*

Item 2.

Registration Information and Employee Plan Annual Information.*

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II – INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

Information contained in the following documents of Reliv’ International, Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) is incorporated herein by reference:

(a) Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Commission on March 25, 2014, pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”);

(b) Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014;

(c) Registrant’s Current Reports on Form 8-K filed with the Commission on March 5, 2014, March 6, 2014; April 3, 2014; April 30, 2014; July 31, 2014 and October 30, 2014;

(d) All other reports filed by Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2013; and

(e) The description of the Company's capital stock as set forth in the Registrant’s Registration Statement on Form 8-A as filed with the Commission on February 25, 1993, including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded may not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

Not applicable.

Item 6.

Indemnification of Directors and Officers

As permitted by the Delaware General Corporation Law, or DGCL, the Registrant has included in its Certificate of Incorporation a provision to eliminate the personal liability of its directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases, as provided in Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. The effect of this provision is to eliminate the rights of the Registrant and its stockholders (through stockholders’ derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of the fiduciary duty of care as a director except in the situations described in (i) through (iv) above. This provision does not limit nor eliminate the rights of the Registrant or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. These provisions will not alter the liability of directors under federal securities laws.

The Certificate of Incorporation and the Bylaws of the Registrant provide that the Registrant is required and permitted to indemnify its officers and directors, employees and agents under certain circumstances. In addition, if permitted by law, the Registrant is required to advance expenses to its officers and directors as incurred in connection with proceedings against them in their capacity as a director or officer for which they may be indemnified upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to indemnification. At present, the Registrant is not aware of any pending or threatened litigation or proceeding involving a director, officer, employee or agent of the Registrant in which indemnification would be required or permitted.

Item 7.

Exemptions from Registration Claim

None.

Item 8.

Exhibits

The following exhibits are submitted herewith or incorporated by reference herein.

Opinion of Lewis, Rice & Fingersh, L.C.

10.1

2014 Stock Incentive Plan

10.2

Form of Incentive Stock Option Agreement

10.3

Form of Non-Statutory Stock Option Agreement

10.4

Form of Restricted Stock Agreement

23.1

Consent of Lewis, Rice & Fingersh, L.C. is incorporated by reference herein by reference to Exhibit 5

23.2

Consent of Ernst & Young LLP

Powers of Attorney

II- 2

Item 9.

Undertakings

(a)

Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; p rovided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II- 3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterfield, State of Missouri on November 19, 2014.

	RELIV’ INTERNATIONAL, INC.

	By:	/s/ Robert L. Montgomery
	Name:	Robert L. Montgomery
	Title:	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date

/s/ Robert L. Montgomery	Chairman and	November 19, 2014
Robert L. Montgomery	Chief Executive Officer

/s/ Steven D. Albright	Senior Vice President and Chief	November 19, 2014
Steven D. Albright	Financial Officer (Principal Financial and Accounting Officer)

*	Senior Vice President,	November 19, 2014
Stephen M. Merrick	Secretary, Director

*	Vice Chairman, Chief Scientific	November 19, 2014
Carl W. Hastings	Officer, Director

*	Director	November 19, 2014
John M. Klimek

*	Director	November 19, 2014
John B. Akin

*	Director	November 19, 2014
Robert M. Henry

II- 4

*		Director		November 19, 2014
David Thibodeau

By:	/s/ Steven D. Albright
Attorney-in-fact

II- 5

EXHIBIT INDEX

Reg. S-K Item 601 Exhibit No.		Exhibit

5		Legal Opinion of Lewis, Rice & Fingersh, L.C.

10.1		2014 Stock Incentive Plan

10.2		Form of Incentive Stock Option Agreement

10.3		Form of Non-Statutory Stock Option Agreement

10.4		Form of Restricted Stock Agreement

23.1		Consent of Lewis, Rice & Fingersh, L.C. (included in Exhibit 5)

23.2		Consent of Ernst & Young LLP

24		Powers of Attorney

II- 6

Exhibit 5

November 19, 2014

The Board of Directors

Reliv’ International, Inc.

136 Chesterfield Industrial Boulevard

Chesterfield, Missouri 63005

Re:

Registration on Form S-8 of up to 1,000,000 Shares of Common Stock (the “Securities”) Pursuant to the Reliv’ International, Inc. (the “Company”) 2014 Equity Incentive Plan (the “Plan”)

Gentlemen:

In connection with the registration with the Securities and Exchange Commission of the Securities described above, you have requested that we furnish you with our opinion as to the legality of the issuance of the Securities.

As counsel to the Company, we have participated in the preparation of the Registration Statement on Form S-8 under the Securities Act of 1933 with respect to the Securities (the “Registration Statement”). We have examined and are familiar with the Company’s Certificate of Incorporation and Bylaws, records of corporate proceedings, the Registration Statement, the Plan and such other documents and records as we have deemed necessary for purposes of this opinion.

Based on the foregoing, we are of the opinion that the Securities have been duly and validly authorized and will, when issued as provided for in the Plan, be legally issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Lewis, Rice & Fingersh, L.C.

Exhibit 10.1

2014 INCENTIVE STOCK PLAN

SECTION 1

General Purpose of the Plan; Definitions

The name of the plan is the Reliv International, Inc. 2014 Incentive Stock Plan (the “Plan”). The purpose of the Plan is to encourage and enable officers and employees of, and other persons providing services to, Reliv International, Inc. (the “Company”) and its Affiliates to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Affiliate” means a parent corporation, if any, and each subsidiary corporation of the Company, as those terms are defined in Section 424 of the Code.

“Award” or “Awards” , except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards, and Unrestricted Stock Awards. Awards shall be evidenced by a written agreement (which may be in electronic form and may be electronically acknowledged and accepted by the recipient) containing such terms and conditions not inconsistent with the provisions of this Plan as the Committee shall determine.

“Board” means the Board of Directors of the Company.

“Cause” shall mean, with respect to any Award holder, a determination by the Company (including the Board) or any Affiliate that the Holder’s employment or other relationship with the Company or any such Affiliate should be terminated as a result of (i) a material breach by the Award holder of any agreement to which the Award holder and the Company (or any such Affiliate) are parties, (ii) any act (other than retirement) or omission to act by the Award holder that may have a material and adverse effect on the business of the Company, such Affiliate or any other Affiliate or on the Award holder’s ability to perform services for the Company or any such Affiliate, including, without limitation, the proven or admitted commission of any crime (other than an ordinary traffic violation), or (iii) any material misconduct or material neglect of duties by the Award holder in connection with the business or affairs of the Company or any such Affiliate.

“Change of Control” shall have the meaning set forth in Section 13.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” shall have the meaning set forth in Section 2.

“Disability” means disability as set forth in Section 22(e)(3) of the Code.

“Effective Date” means the date on which the Plan is approved by the Board of Directors as set forth in Section 15.

“Eligible Person” shall have the meaning set forth in Section 4.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” on any given date means the closing price per share of the Stock on such date as reported by such registered national securities exchange on which the Stock is listed, or, if the Stock is not listed on such an exchange, as quoted on NASDAQ; provided, that, if there is no trading on such date, Fair Market Value shall be deemed to be the closing price per share on the last preceding date on which the Stock was traded. If the Stock is not listed on any registered national securities exchange or quoted on NASDAQ, the Fair Market Value of the Stock shall be determined in good faith by the Committee.

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Independent Director” means any director who meets the independence requirement of NASDAQ Marketplace Rule 5605(a)(2).

“Non-Employee Director” means any director who: (i) is not currently an officer of the Company or an Affiliate, or otherwise currently employed by the Company or an Affiliate, (ii) does not receive compensation, either directly or indirectly, from the Company or an Affiliate, for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K promulgated by the SEC, (iii) does not possess an interest in any other transaction for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K, and (iv) is not engaged in a business relationship for which disclosure would be required pursuant to Rule 404(b) of Regulation S-K.

“Non-Statutory Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Normal Retirement” means retirement in good standing from active employment with the Company and its Affiliates in accordance with the retirement policies of the Company and its Affiliates then in effect.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Outside Director” means any director who (i) is not an employee of the Company or of any “affiliated group,” as such term is defined in Section 1504(a) of the Code, which includes the Company (an “Affiliated Group Member”), (ii) is not a former employee of the Company or any Affiliated Group Member who is receiving compensation for prior services (other than benefits under a tax-qualified retirement plan) during the Company’s or any Affiliated Group Member’s taxable year, (iii) has not been an officer of the Company or any Affiliated Group Member and (iv) does not receive remuneration from the Company or any Affiliated Group Member, either directly or indirectly, in any capacity other than as a director. “Outside Director” shall be determined in accordance with Section 162(m) of the Code and the Treasury regulations issued thereunder.

“Restricted Stock Award” means an Award granted pursuant to Section 6.

“SEC” means the Securities and Exchange Commission or any successor authority.

“Stock” means the common stock, no par value per share, of the Company.

“Unrestricted Stock Award” means Awards granted pursuant to Section 7.

SECTION 2

Administration of Plan; Committee Authority to

Select Participants and Determine Awards

(a) Committee. The Plan shall be administered by the Compensation Committee of the Board (the “Committee”) consisting of not less than three (3) persons each of whom qualifies as an Independent Director but the authority and validity of any act taken or not taken by the Committee shall not be affected if any person administering or taking action with respect to the Plan is not an Independent Director, an Outside Director or a Non-Employee Director. Except as the Board of Directors shall by resolution provide otherwise, the Committee shall have full and final authority to operate, manage and administer the Plan on behalf of the Company.

(b) Powers of Committee. The Committee shall have the power and authority to grant and modify Awards consistent with the terms of the Plan, including the power and authority:

(i) to select the persons to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock, and Unrestricted Stock, or any combination of the foregoing, granted to any one or more participants;

(iii) to determine the number of shares to be covered by any Award;

(iv) to determine and modify the terms and conditions, including restrictions not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and participants, and to approve the form of written instruments evidencing the Awards; provided, however, that no such action shall adversely affect rights under any outstanding Award without the participant’s consent;

(v) to accelerate the exercisability or vesting of all or any portion of any Award;

(vi) to extend the period in which any outstanding Stock Option (other than a Non-Statutory Stock Option) may be exercised; and

(vii) to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

(c) Minutes. The Compensation Committee shall keep minutes of all meetings at which Awards are made specifying the type of Award, number of shares, date and terms. Copies of such minutes shall be maintained with the minutes of the Board of Directors.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and Plan participants. No member or former member of the Committee or the Board shall be liable for any action or determination made in good faith with respect to this Plan.

SECTION 3

Shares Issuable under the Plan; Mergers; Substitution

(a) Shares Issuable. The maximum number of shares of Stock which may be issued in respect of Awards granted under the Plan, subject to adjustment upon changes in capitalization of the Company as provided in this Section 3, shall be 1,000,000 shares. For purposes of this limitation, the shares of Stock underlying any Awards which are forfeited, cancelled, reacquired by the Company or otherwise terminated (other than by exercise) shares that are tendered in payment of the exercise price of any Award and shares that are tendered or withheld for tax withholding obligations shall be added back to the shares of Stock with respect to which Awards may be granted under the Plan. Shares issued under the Plan may be authorized but unissued shares or shares reacquired by the Company.

(b) Stock Dividends, Mergers, etc. In the event that, after approval of the Plan by the stockholders of the Company in accordance with Section 15, the Company effects a stock dividend, stock split or similar change in capitalization affecting the Stock, the Committee shall make appropriate adjustments in (i) the number and kind of shares of stock or securities with respect to which Awards may thereafter be granted (including without limitation the limitations set forth in Sections 3(a) and (b) above), (ii) the number and kind of shares remaining subject to outstanding Awards, and (iii) the option or purchase price in respect of such shares. In the event of any merger, consolidation, dissolution or liquidation of the Company, the Committee in its sole discretion may, as to any outstanding Awards, make such substitution or adjustment in the aggregate number of shares reserved for issuance under the Plan and in the number and purchase price (if any) of shares subject to such Awards as it may determine and as may be permitted by the terms of such transaction, or accelerate, amend or terminate such Awards upon such terms and conditions as it shall provide (which, in the case of the termination of the vested portion of any Award, shall require payment or other consideration which the Committee deems equitable in the circumstances), subject, however, to the provisions of Section 13.

(c) Substitute Awards. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another corporation who concurrently become employees of the Company or an Affiliate as the result of a merger or consolidation of the employing corporation with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

SECTION 4

Eligibility

Awards may be granted to officers, directors and employees of, and consultants and advisers to, the Company or its Affiliates (“Eligible Persons”).

SECTION 5

Stock Options

(a) General Provisions .

The Committee may grant to Eligible Persons options to purchase Stock.

Any Stock Option granted under the Plan shall be in such form and containing such terms as the Committee may from time to time approve, not inconsistent with the provisions of this Plan, and, at a minimum, setting forth the exact number of shares subject to the Stock Option and the exercise or grant price, which must be no less than Fair Market Value.

Stock Options granted under the Plan may be either Incentive Stock Options (subject to compliance with applicable law) or Non-Statutory Stock Options. Unless otherwise so designated, an Option shall be a Non-Statutory Stock Option. To the extent that any option does not qualify as an Incentive Stock Option, it shall constitute a Non-Statutory Stock Option.

No Incentive Stock Option shall be granted under the Plan after the tenth anniversary of the date of adoption of the Plan by the Board.

The Committee may also grant additional Non-Statutory Stock Options to purchase a number of shares to be determined by the Committee in recognition of services provided by a Non-Employee Director in his or her capacity as a director, provided that such grants are in compliance with the requirements of Rule 16b-3, as promulgated under the Securities Exchange Act of 1934, as amended from time to time (“Rule 16b-3”).

The Committee in its discretion may determine the effective date of Stock Options, provided, however, that grants of Incentive Stock Options shall be made only to persons who are, on the effective date of the grant, officers or employees of the Company or an Affiliate. Stock Options granted pursuant to this Section 5 shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(b) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Committee at the time of grant but shall be not less than one hundred percent (100%) of Fair Market Value on the date of grant. If an employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any subsidiary or parent corporation and an Incentive Stock Option is granted to such employee, the option price shall be not less than one hundred ten percent (110%) of Fair Market Value on the date of grant.

(c) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than ten (10) years after the date the option is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company or any subsidiary or parent corporation and an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five (5) years from the date of grant.

(d) Exercisability; Rights of a Stockholder. Stock Options shall become vested and exercisable at such time or times, whether or not in installments, as shall be determined by the Committee. The Committee, in its discretion, may accelerate the exercisability of all or any portion of any Stock Option only in circumstances involving (i) a Change of Control of the Company, (ii) undue hardship, including, but not limited to, death or disability of the option holder, and (iii) a severance arrangement with a departing option holder. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

(e) Method of Exercise. Stock Options may be exercised in whole or in part, by delivering written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by delivery of cash or bank check or other instrument acceptable to the Committee in an amount equal to the exercise price of such Options, or, to the extent provided in the applicable Option Agreement, by one or more of the following methods:

(i) by delivery to the Company of shares of Common Stock of the Company that either have been purchased by the optionee on the open market, or have been beneficially owned by the optionee for a period of at least six months and are not then subject to restriction under any Company plan (“mature shares”); such surrendered shares shall have a fair market value equal in amount to the exercise price of the Options being exercised; or

(ii) if the class of Common Stock is registered under the Securities Exchange Act of 1934 at such time, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions to a broker to deliver promptly to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event that the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure (including, in the case of an optionee who is an executive officer of the Company, such procedures and agreements as the Committee deems appropriate in order to avoid any extension of credit in the form of a personal loan to such officer). The Company need not act upon such exercise notice until the Company receives full payment of the exercise price; or

(iii) by reducing the number of Option shares otherwise issuable to the optionee upon exercise of the Option by a number of shares of Common Stock having a fair market value equal to such aggregate exercise price; provided, however, that the optionee otherwise holds an equal number of mature shares; or

(iv) by any combination of such methods of payment.

The delivery of certificates representing shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the Optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Stock Option or imposed by applicable law.

(f) Non-transferability of Options. Except as the Committee may provide with respect to a Non-Statutory Stock Option, no Stock Option shall be transferable other than by will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee.

(g) Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its Affiliates become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000.

(h) Lockup Agreement. Each Option shall provide that the optionee shall agree for a period of time (not to exceed 180 days) from the effective date of any registration of securities of the Company (upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities) not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any shares issued pursuant to the exercise of such Option, without the prior written consent of the Company or such underwriters, as the case may be.

SECTION 6

Restricted Stock Awards

(a) Nature of Restricted Stock Award. The Committee in its discretion may grant Restricted Stock Awards to any Eligible Person, entitling the recipient to acquire, for such purchase price, if any, as may be determined by the Committee, shares of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement of pre-established performance goals and objectives.

(b) Acceptance of Award. A participant who is granted a Restricted Stock Award shall have no rights with respect to such Award unless the participant shall have accepted the Award within sixty (60) days (or such shorter date as the Committee may specify) following the award date by making payment to the Company of the specified purchase price, if any, of the shares covered by the Award and by executing and delivering to the Company a written instrument that sets forth the terms and conditions applicable to the Restricted Stock in such form as the Committee shall determine.

(c) Rights as a Stockholder. Upon complying with Section 6(b) above, a participant shall have all the rights of a stockholder with respect to the Restricted Stock, including voting and dividend rights, subject to non-transferability restrictions and Company repurchase or forfeiture rights described in this Section 6 and subject to such other conditions contained in the written instrument evidencing the Restricted Stock Award. Unless the Committee shall otherwise determine, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares are vested as provided in Section 6(e) below.

(d) Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein. In the event of termination of employment by the Company and its Affiliates for any reason (including death, Disability, Normal Retirement and for Cause), the Company shall have the right, at the discretion of the Committee, to repurchase shares of Restricted Stock which have not then vested at their purchase price, or to require forfeiture of such shares to the Company if acquired at no cost, from the participant or the participant’s legal representative. The Company must exercise such right of repurchase or forfeiture within ninety (90) days following such termination of employment (unless otherwise specified in the written instrument evidencing the Restricted Stock Award).

(e) Vesting of Restricted Stock. The Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” Subject to Section 11, the Committee, in its discretion, may accelerate the exercisability of all or any portion of any Restricted Stock Award only in circumstances involving (i) a Change of Control of the Company, (ii) undue hardship, including, but not limited to, death or disability of the Restricted Stock Award holder, and (iii) a severance arrangement with a departing Restricted Stock Award holder.

(f) Waiver, Deferral and Reinvestment of Dividends. The written instrument evidencing the Restricted Stock Award may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock.

SECTION 7

Unrestricted Stock Awards

(a) Grant or Sale of Unrestricted Stock. The Committee in its discretion may grant or sell to any Eligible Person shares of Stock free of any restrictions under the Plan (“Unrestricted Stock”) at a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted or sold as described in the preceding sentence in respect of past services or other valid consideration.

(b) Restrictions on Transfers. The right to receive Unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution.

SECTION 8

Termination of Stock Options

(a) Incentive Stock Options:

(i) Termination by Death. If any participant’s employment by the Company and its Affiliates terminates by reason of death, any Incentive Stock Option owned by such participant may thereafter be exercised to the extent exercisable at the date of death, by the legal representative or legatee of the participant, for a period of one hundred eighty (180) days (or such longer period as the Committee shall specify at any time) from the date of death, or until the expiration of the stated term of the Incentive Stock Option, if earlier.

(ii) Termination by Reason of Disability or Normal Retirement.

(A) Any Incentive Stock Option held by a participant whose employment by the Company and its Affiliates has terminated by reason of Disability may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of ninety (90) days (or such longer period as the Committee shall specify at any time) from the date of such termination of employment, or until the expiration of the stated term of the Option, if earlier.

(B) Any Incentive Stock Option held by a participant whose employment by the Company and its Affiliates has terminated by reason of Normal Retirement may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of ninety (90) days (or such longer period as the Committee shall specify at any time) from the date of such termination of employment, or until the expiration of the stated term of the Option, if earlier.

(C) The Committee shall have sole authority and discretion to determine whether a participant’s employment has been terminated by reason of Disability or Normal Retirement.

(iii) Termination for Cause. If any participant’s employment by the Company and its Affiliates has been terminated for Cause, any Incentive Stock Option held by such participant shall immediately terminate and be of no further force and effect; provided, however, that the Committee may, in its sole discretion, provide that such Option can be exercised for a period of up to thirty (30) days from the date of termination of employment or until the expiration of the stated term of the Option, if earlier.

(iv) Other Termination. Unless otherwise determined by the Committee, if a participant’s employment by the Company and its Affiliates terminates for any reason other than death, Disability, Normal Retirement or for Cause, any Incentive Stock Option held by such participant may thereafter be exercised, to the extent it was exercisable on the date of termination of employment, for thirty (30) days (or such other period as the Committee shall specify) from the date of termination of employment or until the expiration of the stated term of the Option, if earlier.

(b) Non-Statutory Stock Options. Any Non-Statutory Stock Option granted under the Plan shall contain such terms and conditions with respect to its termination as the Committee, in its discretion, may from time to time determine.

SECTION 9

Tax Withholding

(a) Payment by Participant. Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any Federal, state, local and/or payroll taxes of any kind required by law to be withheld with respect to such income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant.

(b) Payment in Shares. A Participant may elect, with the consent of the Committee, to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due with respect to such Award, or (ii) delivering to the Company a number of mature shares of Stock with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

(c) Notice of Disqualifying Disposition. Each holder of an Incentive Option shall agree to notify the Company in writing immediately after making a disqualifying disposition (as defined in Section 421(b) of the Code) of any Stock purchased upon exercise of an Incentive Stock Option.

SECTION 10

Transfer and Leave of Absence

For purposes of the Plan, the following events shall not be deemed a termination of employment:

(a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another; and

(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.

SECTION 11

Amendments and Termination

The Board may at any time amend or discontinue the Plan and the Committee may at any time amend or cancel any outstanding Award (or provide substitute Awards at the same or reduced exercise or purchase price or with no exercise or purchase price, but such price, if any, must satisfy the requirements which would apply to the substitute or amended Award if it were then initially granted under this Plan) for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent.

This Plan shall terminate as of the tenth anniversary of its effective date. The Board may terminate this Plan at any earlier time for any reason. No Award may be granted after the Plan has been terminated. No Award granted while this Plan is in effect shall be altered or impaired by termination of this Plan, except upon the consent of the holder of such Award. The power of the Committee to construe and interpret this Plan and the Awards granted prior to the termination of this Plan shall continue after such termination.

SECTION 12

Status of Plan

With respect to the portion of any Award which has not been exercised and any payments in cash, Stock or other consideration not received by a participant, a participant shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provision of the foregoing sentence.

SECTION 13

Change of Control Provisions

(a) Upon the occurrence of a Change of Control as defined in this Section 13:

(i) subject to the provisions of clause (iii) below, after the effective date of such Change of Control, each holder of an outstanding Stock Option, or Restricted Stock Award shall be entitled, upon exercise of such Award, to receive, in lieu of shares of Stock (or consideration based upon the Fair Market Value of Stock), shares of such stock or other securities, cash or property (or consideration based upon shares of such stock or other securities, cash or property) as the holders of shares of Stock received in connection with the Change of Control;

(ii) the Committee may accelerate, fully or in part, the time for exercise of, and waive any or all conditions and restrictions on, each unexercised and unexpired Stock Option, and Restricted Stock Award, effective upon a date prior or subsequent to the effective date of such Change of Control, as specified by the Committee; or

(iii) each outstanding Stock Option and Restricted Stock Award, may be cancelled by the Committee as of the effective date of any such Change of Control provided that (x) prior written notice of such cancellation shall be given to each holder of such an Award and (y) each holder of such an Award shall have the right to exercise such Award to the extent that the same is then exercisable or, in full, if the Committee shall have accelerated the time for exercise of all such unexercised and unexpired Awards, during the thirty (30) day period preceding the effective date of such Change of Control.

(b) “Change of Control” shall mean the occurrence of any one of the following events:

(i) any “person” (as such term is used in Sections 11(d) and 12(d)(2) of the Exchange Act) becomes, after the Effective Date of this Plan, a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or

(ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

SECTION 14

General Provisions

(a) No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof.

No shares of Stock shall be issued pursuant to an Award until all applicable securities laws and other legal and stock exchange requirements have been satisfied. The Committee may require the placing of such stop orders and restrictive legends on certificates for Stock and Awards as it deems appropriate.

(b) Delivery of Stock Certificates. Delivery of stock certificates to participants under this Plan shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company shall have delivered such certificates in the United States mail, addressed to the participant, at the participant’s last known address on file with the Company.

(c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan or any Award under the Plan does not confer upon any employee any right to continued employment with the Company or any Affiliate.

SECTION 15

Effective Date of Plan

This Plan shall become effective upon its adoption by the Company’s Board of Directors. If the Plan shall not be approved by the stockholders of the Company within twelve months following its adoption, this Plan shall terminate and be of no further force or effect.

SECTION 16

Governing Law

This Plan shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Missouri without regard to its principles of conflicts of laws.

Approved by the Board of Directors February 27, 2014.

Approved by the Stockholders May 22, 2014.

Exhibit 10.2

Form of

RELIV' INTERNATIONAL, INC.

INCENTIVE STOCK OPTION AGREEMENT

Grant of Option

This Incentive Stock Option Agreement constitutes and evidences the grant by Reliv International, Inc. (the “Company”) on __________ (the “Grant Date”) to _________________________, an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2014 Incentive Stock Plan (the “Plan”), a total of ______ shares (the “Shares”) of common stock, par value $_____ per share, of the Company (“Common Stock”) at the price of $____ per Share, which is the fair market value of a share of Common Stock on the Grant Date. The term of this option shall be, and shall expire, _______ years after the Grant Date (the “Final Exercise Date”). Acceptance of this option signifies acceptance of the terms of this agreement and the Plan, a copy of which has been provided to Participant.

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant” as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

Vesting Schedule

This option will become exercisable (“vest”) as to the Shares which are subject to the option in accordance with the following terms or schedule:

[vesting schedule and conditions]

Except as otherwise specifically provided herein, the Participant must be employed by the Company on the vesting date for vesting to occur. There shall be no proportionate or partial vesting in the period prior to each vesting date and all vesting shall occur only on the appropriate vesting date.

The right of exercise shall be cumulative so that, to the extent the option is not exercised at any time to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

Exercise of Option

a. Form of Exercise . Each election to exercise this option shall be accompanied by a completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A , signed by the Participant, and received by the Company at its principal office, accompanied by this agreement and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

b. Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

c. Termination of Relationship with the Company . If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate 30 days after such cessation (but in no event after the Final Exercise Date); provided that, this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates any restrictive covenant or confidentiality provisions of any employment agreement, confidentiality or non-disclosure agreement or other agreement between Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

d. Exercise Period Upon Death, Disability or Retirement . If the Participant dies prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of 180 days following the date of death of the Participant, by the legal representative or legatee of the Participant. If the Participant becomes disabled (within the meaning of Section 22(e)(3) of the Code) or retires from the Company pursuant to a Normal Retirement (as defined in the Plan) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable by the Participant, within the period of 90 days following the date of disability or Normal Retirement of the Participant. Notwithstanding the foregoing, this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death, disability or Normal Retirement and this option shall not be exercisable after the Final Exercise Date.

f. Exercise by Delivery of Shares or Other Means . Participant may exercise this option by delivering to the Company whole shares of Common Stock which have an aggregate fair market value on the date of payment equal to the aggregate of the purchase price of the Shares as to which this option is then being exercised, otherwise known as a “cashless exercise.” Such shares delivered to the Company in satisfaction of the purchase price shall be “mature” shares; that is, have been owned by the Participant for a minimum of six (6) months.

The Company may make available, in its sole discretion, a special sale and remittance procedure pursuant to which the Participant, upon exercising the option, concurrently provides irrevocable written instructions (i) to a Company-designated brokerage firm to effect the immediate sale of a portion of the shares to be received pursuant to the option, and remit to the Company, out of the proceeds available on the settlement date, the minimum amount of funds required to cover the aggregate exercise price payable for the shares, plus all applicable federal, state and local income and employment taxes required to be withheld by the Company by reason of such exercise, and (ii) to the Company to deliver the certificates for the necessary shares directly to such brokerage firm in order to complete the sale. If the Company makes such a special sale and remittance procedure available, the Participant may pay the exercise price of the option with shares issuable upon exercise of the option. In all other events, the Participant may not pay the exercise price of the option with Shares issuable upon the option’s exercise.

4. Adjustment Upon Certain Financing or Changes in Capitalization . Notwithstanding any other provisions herein or in the Plan, the number of Shares subject to this option and the option price hereof shall be adjusted as the Board or Compensation Committee shall determine to be appropriate in the event of changes, without receipt of consideration by the Company, in the number of shares of outstanding Common Stock of the Company as a result of stock dividends, stock splits, recapitalization, mergers, consolidations, combinations or exchanges of shares, split-ups, split-offs, spin-offs or other similar changes in the Company's capitalization, all in accordance with the Plan. The grant of this option pursuant to the Plan shall not affect in any way the right or power of the Company to make any changes in its capitalization or business structure.

5. Tax Matters .

a. Section 422 Requirements . The options granted hereby are intended to qualify as “incentive stock options” under Section 422 of the Code. Notwithstanding the foregoing, the options will not qualify as “incentive stock options,” if, among other events, (a) the Participant disposes of the Shares upon the exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option; (b) except in the event of the Participant’s death or disability (as described in Section 3(d) above), the Participant is not employed by the Company, a parent or subsidiary at all times beginning on the Grant Date and ending on the date that is three (3) months before the date of exercise of any Shares; or (c) to the extent that the aggregate fair market value of the Shares subject to “incentive stock options” held by the Participant which become exercisable for the first time in any calendar year (under all plans of the Company, a parent or subsidiary) exceeds $100,000. For purposes of this paragraph, the “fair market value” of the Shares shall be determined as of the Grant Date in accordance with the terms of the Plan.

b. Disqualifying Disposition . To the extent that any of the Shares do not qualify as being issued pursuant to an “incentive stock option,” it shall not affect the validity of such Shares and such Shares shall be deemed issued pursuant to a non-qualified stock option. In the event that the Participant disposes of any Shares upon the exercise of this option within two years from the Grant Date or one year after the Shares were acquired by the exercise of this option, the Participant shall deliver to the Company, within seven days following the date of such disposition, a written notice specifying the date on which the Shares were disposed of, the number of Shares disposed of and, if such disposition was by sales or exchange, the amount of the consideration received.

c. Withholding . No Shares will be issued pursuant to the exercise of this option unless and until Participant shall pay to the Company, or makes provision satisfactory to the Company for the payment of, any federal, state or local withholding taxes required by law to be withheld in respect to this option.

6. Nontransferability of Option . Except as otherwise provided herein, this option may not be sold, assigned, transferred, or otherwise encumbered by Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of Participant, this option shall be exercisable only by the Participant.

7. No Rights as Shareholder . The Participant shall have no rights as a shareholder of the Company with respect to any common stock of the Company covered by this option unless and until the Participant has become the holder of record of such common stock and no adjustment shall be made for dividends or other property, distributions or other rights in respect of such common stock, except as otherwise specifically provided for in the Plan.

8. Section 409A . The intent of the parties is that benefits under this agreement be exempt from the provisions of Section 409A of the Code and, accordingly, to the maximum extent permitted, this agreement shall be interpreted to be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties which may be imposed on Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code hereunder or otherwise.

9. Stock Plan . This option is issued pursuant to, and is subject to the provisions of, the Company’s 2014 Incentive Stock Plan (including the provisions relating to the amendment of the Plan), a copy of which is furnished to Participant with this option.

10. Governing Law. This Agreement shall be governed by and shall be construed according to the laws of the State of Missouri.

11. Entire Agreement . The foregoing, together with and subject to all the terms and conditions of the Plan, is the entire agreement between the Company and Participant with respect to this option and may not be altered, modified, changed or discharged except in a writing signed by a duly authorized officer or director of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

		RELIV' INTERNATIONAL, INC.

		By:

ATTEST:


Secretary or Assistant Secretary

		PARTICIPANT:

EXHIBIT A

NOTICE OF EXERCISE - ISO

To:

Reliv' International, Inc.

The undersigned hereby irrevocably exercises his/her right to purchase ______________ shares at $__________ per share of Reliv’ International, Inc.’s (“Reliv") Common Stock, which the undersigned is entitled to purchase pursuant to the terms of that certain Incentive Stock Option Agreement dated ___________. The payment of $___________________ will be made to Reliv using ___________________ (Cash, Check made payable to Reliv International, Inc. or Certificated Shares of Reliv Common Stock that have been held by the undersigned for 6 months or longer, or any combination thereof, or same-day-sale through Company designated brokerage firm).

I understand that I am required to inform the Company of the sale of any of the shares acquired in this exercise for a period of one year from the date of exercise or two years from the original date of the grant of this option, whichever is later. I will deliver to Reliv, within seven days following the date of any such sale, a written notice specifying the date on which the sale occurred, the number of shares sold and the amount of the consideration received. Any gain from the sale of these shares within that period is subject to Federal and state income tax withholding and employment taxes as ordinary income.

Please issue a certificate for such shares of Reliv Common Stock in the following name and denominations:

Please mail all relevant stock certificate(s) to the following address:


(Name)		(Tax ID#)


(Street Address)


(City) (State) (Zip)

By:			Dated:____________, 20_____
(Employee Signature)

Company Approval:

Exhibit 10.3

Form of

RELIV’ INTERNATIONAL, INC.
NON-STATUTORY STOCK OPTION AGREEMENT

1. Grant of Option

Except as otherwise indicated by the context, the term “Participant” as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule

This option will become exercisable (“vest”) as to the Shares which are subject to the option in accordance with the following terms or schedule:

[vesting schedule and conditions]

3. Exercise of Option

c. Termination of Relationship with the Company . If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date); provided that, this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates any restrictive covenant or confidentiality provisions of any employment agreement, confidentiality or non-disclosure agreement or other agreement between Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

d. Exercise Period Upon Death or Disability . If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee); provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

e. Termination for Cause . If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If the Participant is a party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant, or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be deemed to have been discharged for Cause if the Company determines, within 30 days after the Participant’s resignation, that discharge for Cause was warranted.

5. Tax Withholding . No Shares will be issued pursuant to the exercise of this option unless and until Participant shall pay to the Company, or makes provision satisfactory to the Company for the payment of, any federal, state or local withholding taxes required by law to be withheld in respect to this option.

10. Governing Law. This Agreement shall be governed by and shall be construed according to the laws of the State of Missouri.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

		RELIV' INTERNATIONAL, INC.

		By:

ATTEST:


Secretary or Assistant Secretary

		PARTICIPANT:

EXHIBIT A

NOTICE OF EXERCISE – NON-STATUTORY OPTION

To: Reliv' International, Inc.

The undersigned hereby irrevocably exercises his/her right to purchase ______________ shares at $__________ per share of Reliv' International, Inc.'s (“Reliv") Common Stock, which the undersigned is entitled to purchase pursuant to the terms of that certain Non-Statutory Stock Option Agreement dated ___________. The payment of $___________________ will be made to Reliv using ___________________ (Cash, Check made payable to Reliv International, Inc. or Certificated Shares of Reliv Common Stock that have been held by the undersigned for 6 months or longer, or any combination thereof, or same-day-sale through Company designated brokerage firm).

As these options are considered Non-Statutory, I understand that ordinary income will be reported to the Internal Revenue Service based on the difference between the fair market price or closing price on the day before the exercise date and the exercise price times the number of options exercised.

Please issue a certificate for such shares of Reliv Common Stock in the following name and denominations:

Please mail all relevant stock certificate(s) to the following address:


(Name)		(Tax ID#)


(Street Address)


(City) (State) (Zip)

By:			Dated:____________, 20_____
(Employee Signature)

Company Approval:

Exhibit 10.4

Form of

RELIV’ INTERNATIONAL, INC.
RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT , made and entered into this ___ day of __________, 20_____, between Reliv’ International, Inc. (hereinafter the “Company”), and ____________________ (hereinafter “Employee”).

WHEREAS, the Company has employed Employee and continues to employ Employee as of this date; and

WHEREAS , the Company, as a further incentive to Employee to devote his best efforts on behalf of the Company and remain in the employ of the Company, desires to grant to Employee to shares of the Company’s stock;

NOW, THEREFORE, it is hereby agreed:

1. Grant . The Company hereby grants to Employee, subject to the terms and conditions set forth herein and in the Company’s 2014 Incentive Stock Plan (the “Plan”) which is incorporated herein by reference, the right to purchase __________ shares (the “Restricted Stock”) of Stock of the Company. Unless otherwise defined herein, capitalized terms used in this Agreement that are defined in the Plan have the meaning set forth in the Plan.

2. Restricted Stock Terms . The Restricted Stock is subject to the following terms and conditions:

2.1. Purchase Price . The purchase price for the Restricted Stock shall be $_____ per share. Employee shall have no rights with respect to such Restricted Stock unless Employee shall have accepted executed this Agreement and paid the aggregate purchase price per share of the Restricted Stock within 60 days following the date set forth above. Subject to the restrictions set forth in this Agreement (including Sections 2.2, 2.3 and 2.5), upon complying with the preceding sentence, Employee shall have all the rights of a shareholder with respect to the Restricted Stock. Unless the Committee shall otherwise determine, any certificate evidencing shares of the Restricted Stock shall remain in the possession of the Company until such shares are vested as provided in Section 2.4 below.

2.2. Transfer of Restricted Stock . The Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein.

2.3. Repurchase or Forfeiture . In the event of termination of employment by the Company and its Affiliates for any reason (including death, Disability, Normal Retirement and for Cause), the Company shall have the right, at the discretion of the Committee, to repurchase at their purchase price from Employee or Employee’s legal representative any shares of the Restricted Stock that have not then vested, or to require forfeiture of such shares to the Company if the Restricted Stock was acquired at no cost. No additional shares of Restricted Stock will vest after termination of employment for any reason. The Company must exercise such right of repurchase or forfeiture within 90 days following such termination of employment.

2.4. Vesting . The Restricted Stock shall vest in accordance with the vesting schedule and performance targets set forth in Schedule A attached hereto. Upon vesting, the restrictions on transfer set forth in Section 2.2 and the Company’s right of repurchase or forfeiture set forth in Section 2.3 shall lapse. Subject to Section 11 of the Plan, the Committee, in its discretion, may accelerate the vesting of all or any portion of the Restricted Stock in the circumstances set forth in the Plan.

2.5. Dividends . Dividends on the Restricted Stock shall be paid to Employee only with respect to those shares of Restricted Stock that are vested as provided herein. Employee hereby waives his or her right to receive any dividends declared and paid by the Company with respect to any shares of Restricted Stock that have not vested as provided in this Agreement.

2.6. Certificate; Book Entry Form; Legend . The Company shall issue the shares of Restricted Stock either (a) in certificate form or (ii) in book entry form, registered in the name of Employee, with legends, or notations, as applicable, referring to the terms, conditions, and restrictions applicable to such Restricted Stock. Any certificate issued for Restricted Stock prior to vesting will be inscribed with the following legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) relating to Restricted Stock contained in the Reliv’ International, Inc. 2014 Incentive Stock Plan and an Agreement entered into between the registered owner and Reliv’ International, Inc. Copies of such Plan and Agreement are on file at the principal office of Reliv’ International, Inc.”

2.7. Lock-up Agreement . Employee agrees that, if so requested by the Company or the underwriters managing any underwritten offering of the Company’s securities, Employee will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any shares of the Restricted Stock, without the prior written consent of the Company or such underwriters, as the case may be, for a period of 180 days (or such lesser time period as the Company may establish) from the effective date of any registration of securities of the Company under the Securities Act of 1933, as amended.

2.8. Adjustment Upon Certain Financing or Changes in Capitalization . As provided in the Plan, (a) the number of shares of Restricted Stock and the purchase price shall be adjusted as the Committee shall determine to be appropriate in the event of a stock dividend, stock split or similar change in capitalization affecting the Stock and (b) in the event of any merger, consolidation, dissolution or liquidation of the Company, the Committee in its sole discretion may make such substitution or adjustment in the number of shares of Restricted Stock and the purchase price as it may determine and as may be permitted by the terms of such transaction, or accelerate, amend or terminate this Agreement and any unvested Restricted Stock upon such terms and conditions as it shall provide (which, in the case of the termination of the vested portion of the Restricted Stock, shall require payment or other consideration that the Committee deems equitable in the circumstances), subject, however, to the provisions of Section 13 of the Plan.

3. Tax Matters .

3.1. Section 83(b) Election . Employee acknowledges that he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the shares of Restricted Stock (less any purchase price paid for the shares), provided that such election must be filed with the Internal Revenue Service no later than 30 days after the date of this Agreement. Employee will seek the advice of his or her own tax advisors as to the advisability of making such a Section 83(b) election, the potential consequences of making such an election and the other tax consequences of the award made pursuant to this Agreement under federal, state, and any other laws that may be applicable. The Company and its affiliates and agents have not and are not providing any tax advice to Employee.

3.2. Withholding . Employee shall, no later than the date as of which the value of the Restricted Stock or other amounts received under this Agreement first becomes includable in the gross income of Employee for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any federal, state, local and/or payroll taxes of any kind required by law to be withheld with respect to such income. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. Employee may elect, with the consent of the Committee, to have such tax withholding obligation satisfied, in whole or in part, by (a) authorizing the Company to withhold from shares of Stock to be delivered to Employee pursuant to this Agreement a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due with respect to such Award or (b) delivering to the Company a number of mature shares of Stock with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

4. Change of Control . Upon the occurrence of a Change of Control as defined in Section 13 of the Plan:

4.1. Subject to the provisions of Section 4.3 below, after the effective date of such Change of Control and provided Employee has timely paid the purchase price as provided in 2.1, Employee shall be entitled to receive, in lieu of shares of Stock (or consideration based upon the Fair Market Value of Stock), shares of such stock or other securities, cash or property (or consideration based upon shares of such stock or other securities, cash or property) as the other holders of shares of Stock received in connection with the Change of Control.

4.2. The Committee may accelerate, fully or in part, the time for vesting of, and waive any or all conditions and restrictions on such vesting, the Restricted Stock) effective upon a date prior or subsequent to the effective date of such Change of Control, as specified by the Committee.

4.3. This Agreement may be cancelled by the Committee as of the effective date of any such Change of Control provided that (a) prior written notice of such cancellation shall be given to Employee and (b) Employee shall have the right to exercise his or her rights under this Agreement and the Restricted Stock to the extent that the same is then exercisable or, in full, if the Committee shall have accelerated the time for exercise of such unexercised and unexpired Restricted Stock during the 30 day period preceding the effective date of such Change of Control.

5. General .

5.1. Shareholder Rights . Employee has no rights as a shareholder of the Company unless and until the Restricted Stock has been issued (or an appropriate book entry has been made).

5.2. Employment Rights . The adoption of the Plan or the award of Restricted Stock do not confer upon Employee any right to continued employment with the Company or any Affiliate.

5.3. Consent to Electronic Delivery . Certain statutory materials relating to the Plan may be delivered to Employee in electronic form. By accepting the Restricted Stock, Employee consents to electronic delivery and acknowledge receipt of these materials, including the Plan and the Plan prospectus.

5.4. Governing Law . The Agreement shall be governed by and shall be construed according to the laws of the State of Missouri.

5.5. Entire Agreement . The foregoing, together with and subject to all the terms and conditions of the Plan, is the entire agreement between the Company and Employee with respect to the Restricted Stock and may not be altered, modified, changed or discharged except in a writing signed by a duly authorized officer or director of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

	RELIV’ INTERNATIONAL, INC.

	By:
	Name:
	Title:

	EMPLOYEE:


	Name:

Exhibit 23.1

(See Exhibit 5)

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Incentive Stock Plan of Reliv’ International, Inc. of our report dated March 25, 2014 with respect to the consolidated financial statements of Reliv’ International, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

St. Louis, Missouri
November 19, 2014

Exhibit 24

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

KNOW ALL MEN BY THESE PRESENTS , that the individual whose signature appears below constitutes and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright, and each of them, his or her true and lawful attorneys-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all that each of said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Effective as of November 19, 2014.
	/s/ Robert L. Montgomery
	Name:	Robert L. Montgomery

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

Effective as of November 19, 2014.

	/s/ Steven D. Albright
	Name:	Steven D. Albright

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

Effective as of November 19, 2014.

	/s/ Stephen M. Merrick
	Name:	Stephen M. Merrick

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

Effective as of November 19, 2014.

	/s/ Carl W. Hastings
	Name:	Carl W. Hastings

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

Effective as of November 19, 2014.

	/s/ David Thibodeau
	Name:	David Thibodeau

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

Effective as of November 19, 2014.

	/s/ John B. Akin
	Name:	John B. Akin

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

Effective as of November 19, 2014.

	/s/ Robert M. Henry
	Name:	Robert M. Henry

POWER OF ATTORNEY

REGISTRATION STATEMENT ON FORM S-8

RELIV’ INTERNATIONAL, INC.

Effective as of November 19, 2014.

	/s/ John M. Klimek
	Name:	John M. Klimek