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16582 0313 Countdown to Cabo Incentive United States and Canada Rules INCENTIVE OVERVIEW THE INCENTIVE PACKAGE: The 2013 Countdown to Cabo Incentive Package will include: a. All inclusive Resort Hotel Accommodations for two for five nights at Barceló Los Cabos Palace Deluxe September 22-27, 2013 b. One or two round-trip airfare subsidies of $500, $1000, $1250 or $1500 - based on qualifications and points earned c. Round-trip transfers between the airport and the Trip Hotel d. Corporate-sponsored entertainment/activities e. Trainings and information sessions to help take your business to the next level Accumulate a minimum of 110 Points during Business Periods 1, 2, 3, 4, 5 and 6, 2013 (December 22, 2012 – June 7, 2013 Qualification Period) to earn the trip! QUALIFYING POINTS An Active Associate who earns a minimum of 110 Points will qualify for the 2013 Countdown to Cabo Incentive. Associates must qualify during the Qualification Period and adhere to all rules contained herein. An Associate who earns enough points to qualify for the Countdown to Cabo Incentive may be referred to in these rules as a “Contest Qualifier.” Active Associates are those Associates who have a minimum order of 100 Qualifying Volume (QV) in each of the Business Periods (BP) during the Qualification Period and the position must be duly renewed. 110 Points = Resort for two (2) + Travel airfare subsidy of $500 USD. 150 Points = Resort for two (2) + Travel airfare subsidy of $1000 USD. Top-up Awards 180 Points = Resort for two (2) + Travel airfare subsidy of $1250 USD. 210 Points = Resort for two (2) + Travel airfare subsidy of $1500 USD. ENROLLER AND PRODUCT ORDER POINTS 1. Enroller Points—Minimum of 20 Points and Maximum of 50 Enroller Points including points for Power Bonus. a) 6 Points — will be awarded to the Enroller (if Active) for the VERY FIRST All-Star Pack sold during the Qualification Period. b) 3 Points — will be awarded to the Enroller (if Active) for each $498.00 USD All-Star Associate Sign-up or Upgrade (from Preferred) Pack sold after the first All-Star Pack. c) 6 Points — will be awarded to the Enroller (if Active) for each $998.00 USD All-Star Associate Sign-up or Upgrade (from Preferred) Pack sold. d) 1 Point — will be awarded to the Enroller (if Active) for each $98 Preferred Associate Pack sold.

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16582 0313

Countdown to Cabo IncentiveUnited States and Canada Rules

INCENTIVE OVERVIEWTHE INCENTIVE PACKAGE:

The 2013 Countdown to Cabo Incentive Package will include:

a. All inclusive Resort Hotel Accommodations for two for five nights at Barceló Los Cabos Palace Deluxe September 22-27, 2013

b. One or two round-trip airfare subsidies of $500, $1000, $1250 or $1500 - based on qualifications and points earned

c. Round-trip transfers between the airport and the Trip Hotel

d. Corporate-sponsored entertainment/activities

e. Trainings and information sessions to help take your business to the next level

Accumulate a minimum of 110 Points during Business Periods 1, 2, 3, 4, 5 and 6, 2013

(December 22, 2012 – June 7, 2013 Qualification Period) to earn the trip!

QUALIFYING POINTS

An Active Associate who earns a minimum of 110 Points will qualify for the 2013 Countdown to Cabo Incentive.

Associates must qualify during the Qualification Period and adhere to all rules contained herein. An Associate who earns enough points to qualify for the Countdown to Cabo Incentive may be referred to in these rules as a “Contest Qualifier.” Active Associates are those Associates who have a minimum order of 100 Qualifying Volume (QV) in each of the Business Periods (BP) during the Qualification Period and the position must be duly renewed.

110 Points = Resort for two (2) + Travel airfare subsidy of $500 USD.

150 Points = Resort for two (2) + Travel airfare subsidy of $1000 USD.

Top-up Awards

180 Points = Resort for two (2) + Travel airfare subsidy of $1250 USD.

210 Points = Resort for two (2) + Travel airfare subsidy of $1500 USD.

ENROLLER AND PRODUCT ORDER POINTS

1. Enroller Points—Minimum of 20 Points and Maximum of 50 Enroller Points including points for Power Bonus.

a) 6 Points — will be awarded to the Enroller (if Active) for the VERY FIRST All-Star Pack sold during the Qualification Period.

b) 3 Points — will be awarded to the Enroller (if Active) for each $498.00 USD All-Star Associate Sign-up or Upgrade (from Preferred) Pack sold after the first All-Star Pack.

c) 6 Points — will be awarded to the Enroller (if Active) for each $998.00 USD All-Star Associate Sign-up or Upgrade (from Preferred) Pack sold.

d) 1 Point — will be awarded to the Enroller (if Active) for each $98 Preferred Associate Pack sold.

e) 4 Points – will be awarded to the Associate (if Active) for each Power Bonus earned during the Qualification Period.

2. New Order Points—Automatic Orders/One-Time Product Orders (Qualifying Orders are orders of a minimum 100QV from Associates and 100PV from Members).

1. 2 Points — will be awarded to the Enroller (if Active) for each qualifying Automatic or Product Order that processes during the Qualification Period for any New Associate as of BP 1 (December 22, 2012). Maximum 12 New Order Points may be earned by the Enroller for each new Associate.

2. 2 Points — will be awarded to the 1st upline Associate (if Active) for each qualifying Automatic or Product Order that processes during the Qualification Period for any New Member as of BP 1 (December 22, 2012). Also, 2 points will be given to the 1st upline Associate for any additional qualifying Member orders under the NEW Member. Qualifying Member points will be awarded to the Associate for New Members in a new Member leg only. Maximum 12 New Order Points may be earned by the Associate for each new Member account.

3. 10 Bonus Points — will be awarded to the 1st upline Associate if 20 new Members place a Qualifying Order during the Qualification Period. Points will be awarded to Associate for New Members in new Member leg only. Qualifying orders do NOT have to be placed in the same business period. (this is a one-time award)

(Points for Member orders cannot exceed 50 points of all New Order Points for the 110 points prize, 75 points for the 150 points prize, 90 points for the 180 points prize and 105 points for the 210 points prize.)

3. Reactivation Order Points—Automatic Orders/One-Time Product Orders (Qualifying Orders require a minimum 100QV) see Reactivation Order Points (Maximum Reactivation Points 30)

1. 2 Points — will be awarded to the Enroller (if Active) of an Inactive Associate or Member who reactivates by placing a qualifying Automatic or Product Order that processes during the Qualification Period. Associates may only receive points for reactivation of personally enrolled Members and Associates. Maximum 12 Points may be earned by the Enroller for each Reactivated Associate account.

LEADERSHIP REQUIREMENTMAINTENANCE—Your Leadership level at the end of the incentive BP 6, 2013 (June 7, 2013) must be at the same level or a higher level than your Leadership level at the close of BP 13, 2012 (December 21, 2012) to qualify for the incentive.

LEADERSHIP POINTS DOWNLINE QUALIFIERS—If you are the first upline Executive or Presidential to a 2013 Countdown to Cabo Incentive Qualifier, the following points will be awarded:

1. 3 Points — will be awarded to the first upline Executive Director for each Associate in the downline who qualifies for the 2013 Countdown to Cabo Incentive.

2. 3 Points — will be awarded to the first upline Presidential Director for each Associate in their downline who qualifies for the 2013 Countdown to Cabo Incentive.

3. 6 Points — will be awarded to the first upline Presidential Director if there is no Executive Director between the qualifier and first upline Presidential.

Leadership Points will coincide with the Associate’s Leadership level at the close of each Business Period during the qualifications for the 2013 Countdown to Cabo Incentive.

Rules Addendum Ultimate Getaway Weekend Qualifying Associates can upgrade to CABO top-up Rewards. 1. Associates who have earned at least 100 points toward the UGW, qualified for the Ultimate Weekend Getaway and

NOT redeemed their reward are eligible for the CABO top-up reward option as presented below.

2. In order to upgrade, Associates must have a minimum of 110 points as defined in the Countdown to Cabo rules.

3. Associates who have already qualified for Cabo may use 50% of their earned points, but not more than 140 total points, from their Weekend Getaway Points to top-up their Cabo rewards.

4. Associates not electing to use the top-up option may still select from a participating Hyatt Hotels and redeem their Weekend Getaway Points that way, as defined in the Weekend Getaway Rules Document.

OFFICIAL RULES1. For the purpose of this incentive, Position Transfers will be considered a NEW Associate for Enrollment Points

only. They will be considered an EXISTING Associate for Automatic and Product Orders that generate during the incentive period awarding Reactivation Points if applicable. The original enrollment date of the position will determine NEW ORDER or REACTIVATION Points.

2. Recalculations requested for Commissions and Leadership Levels will not generate Points for the Countdown to Cabo Incentive qualifications.

3. Prior to the official notification of qualification to Contest Qualifiers, all information regarding points earned by Associates and provided by Mannatech is unofficial and subject to change and verification by Mannatech. If the qualifying point total falls below the minimum 110 required, the Incentive Package will not be awarded. There are several factors that may contribute to a variance in points earned. For example:

· Enrollment Packs and Automatic or Product Orders that have been exceptioned will not appear in point totals reported by Mannatech.

· If an Associate returns or cancels Packs or Automatic or Product Orders, the corresponding points will be deducted from point totals.

4. Mannatech assumes no responsibility for notifying incentive participants of any returns or cancellations within their organization that affect point totals.

5. We recommend (but do not require) that Associates keep track of their progress through Success Tracker™ or manually. Should there be any discrepancy in point totals, you will have a record of your business. All discrepancies must be received by Mannatech’s Incentives Department by June 24, 2013 to be considered for review. Any discrepancy received after the June 24, 2013 deadline will not be considered for approval.

6. Points are not finalized until the end of the Contest Period. All determinations/decisions as to awarding points are solely at Mannatech’s discretion.

7. Points and prizes are not transferable and may not be given away or sold.

8. Please see the Career and Compensation Plan for details on how to reach All-Star status.

9. Product Orders used to qualify for the incentives may not be returned if the incentive has been awarded. If products are returned prior to receipt of an award, points earned for the returned product will be deducted.

10. Only one (1) Prize may be earned per Mannatech account number. The 2013 Countdown to Cabo Incentive Package will be awarded to the Contest Qualifier named on the Mannatech account at the end of the Qualification Period. In no event may a participant position receive more than one (1) 2013 Countdown to Cabo Incentive Package.

11. If a shared position qualifies for the Prize, only one person listed on the qualifying account is permitted to bring a guest. That guest may be the joint owner of the position or another guest. Each person listed on the account is not entitled to bring a guest.

12. Mannatech, in its sole discretion, reserves the right to substitute the 2013 Travel Countdown to Cabo Incentive Package destination for one of equal or greater value for any individual Contest Qualifier or the entire group of Contest Qualifiers.

13. Contest Qualifiers will be notified on or before July 5, 2013 at the last known mailing address on file with Mannatech as well as via email for those who have VALID email accounts on file with Mannatech. If either notification is returned as non-deliverable, the Prize may be forfeited.

14. The notifications will include a link to the registration website as well as instructions on how to complete the registration process.

15. Participants must meet all eligibility requirements. Mannatech’s determinations and decisions are final on all matters related to this Countdown to Cabo Incentive. All participants for the 2013 Countdown to Cabo Incentive contest must be 18 years of age or older at the start of the incentive qualification period (December 22, 2012) to participate. Associates must be a resident of the United States or Canada in order to participate, excluding residents of Quebec. All other entries will be disqualified. Transfer of qualification to another country for the purpose of qualifying for this incentive is prohibited. Only active Independent Associates in Good Standing during the Qualification Period and at the time the prizes are awarded are eligible to enter or receive a prize.

16. Online Verification of Age will be REQUIRED prior to completion of the registration. If it is found that the Contest Qualifier was not at least 18 years of age at the start of the Qualification Period, the Prize WILL BE forfeited.

17. An online Release of Liability must be accepted when registering in order for a resort reservation to be made and/or airfare booked. The trip will not be awarded without acceptance of this release.

18. Registration for the program, acceptance of the online Release of Liability and Online Verification of Age must be completed and submitted to Mannatech no later than July 20, 2013. If no response is received by July 20, 2013, the award will be forfeited.

19. The 2013 Countdown to Cabo Incentive Package is awarded to those who have earned the incentive.

20. The 2013 Countdown to Cabo Incentive Package must be taken on the dates specified by Mannatech or it will be forfeited.

21. If the qualified Associate chooses not to accept the Incentive Package earned, no cash will be awarded and the Prize will be forfeited.

22. All applicable taxes are the responsibility of the Contest Qualifier. United States and Canadian Contest Qualifiers will have the value of the package included in their 1099 or T4A. (Approximate minimum value is USD $3,000 plus Travel subsidy if applicable).

23. Not-for-profit or government agencies should consult a tax attorney prior to participation. By entering, participants consent to the use of their name and likeness for publicity and promotional purposes by Mannatech without additional compensation, unless prohibited by law.(this is a different font)

24. Passports are required for ALL travelers regardless of age. There may be special restrictions for parents traveling with minor children. Please contact your local consulate for travel requirements outside of the United States and Canada.

i. For United States citizens visit www.travel.state.gov

ii. For Canadian citizens visit www.ppt.gc.ca

25. Mannatech reserves the right to cancel or modify this incentive program as determined by Mannatech at its sole discretion.

26. No purchase necessary.

27. This contest is void where prohibited by law.

Definitions:

· Active - Active Associates are those Associates who have a minimum order of 100 Qualifying Volume (QV) in each of the Business Periods (BP) during the Qualification Period and the position must be duly renewed.

· Inactive - Inactive Associates are those who have not had an order in the previous full 6 Business Periods or greater.

· Associates in Good Standing—Only active Associates in Good Standing during the Contest Period and when prizes are awarded are eligible to enter or receive a prize. An “Associate in Good Standing” is one who has (1) renewed his or her position as required by the Company and (2) has not received a final compliance sanction precluding the Associate from participating in events and/or receiving recognition. A “Compliance Sanction” is considered final when (1) a ruling by the Compliance Committee is not appealed or (2) when an appealed compliance matter is decided by the Appeal Panel.

· Reactivated Associates —Individuals become Reactivated Associates by placing an order after a minimum of 6 Business Periods of inactivity. Thereafter, he/she will be considered an EXISTING Associate.

· Qualifying Order—A product order that has a minimum of 100 PV.

· Point Volume (PV)—Points assigned to every product for the purpose of bonus qualifications.

This Official Rules and Regulations Booklet is a copyrighted publication of Mannatech, Incorporated and is fully protected by international copyright laws. No content herein may be reproduced for any reason without the express written permission of Mannatech, Incorporated.

For more details, go to Mannatech.com

© 2013 Mannatech, Incorporated. All rights reserved.

2013 Regional Director Incentive Rules United States and Canadian Associates ONLY

INCENTIVE OVERVIEW New Associates achieve the Leadership Level of Regional Director and maintain Regional Director Status for the one (1) Business Period immediately following qualification to receive a product featured in the 2013 incentive catalog (“Prize”). Please refer to the Mannatech Career and Compensation Plan to find Regional Director Qualification Criteria. Qualification Period is based on an Associates new enrollment date and is detailed further below.

QUALIFICATION PERIOD

New Associates with an enrollment date from BP1, 2013 ( December 22, 2013)

through BP3, 2013 (March 15, 2013 have three Full Business Periods from their date of enrollment to qualify as Regional Director and maintain Regional Director status for the one (1) Business Period immediately following qualification, beginning BP1, 2013 and ending BP7, 2013, July 5, 2013 (“Qualification Period”), in order to be eligible to receive the Prize. i.e. three full BPs beginning with the first complete BP following enrollment.

New Associates with an enrollment date from BP4, 2013 (March 16, 2013) through BP13, 2013 have one full Business Period from their date of enrollment to qualify as Regional Director and maintain Regional Director status for the one Business Period immediately following qualification, beginning BP4, 2013 and ending BP13, 2013 (“Qualification Period”), in order to be eligible to receive the Prize.

DEFINITIONS

For purposes of these rules, the following definitions apply: NEW ASSOCIATE—an individual who has never previously enrolled as a Mannatech

Associate. To qualify as a New Associate under these rules an individual must enroll as an Associate between BP1, 2013 and BP13, 2013.

POSITION TRANSFERS—For the purpose of this Incentive, the original enrollment date of the Position will determine if the Position will be considered as NEW or EXISTING.

REINSTATED / INACTIVE ASSOCIATES – Individuals become Reinstated Associates by placing an order after a minimum of six (6) BPs of inactivity. Thereafter, he/she will be considered an EXISTING Associate.

o TERMINATED / RE-ENROLLED ASSOCIATES -- Individuals who have not renewed and/or were terminated after six (6) BPs of inactivity. If a Terminated Associate re-enrolls, he/she will be considered a NEW Associate.

CONTEST QUALIFIERS / NEW ASSOCIATES who achieve Regional Director status and maintain Regional Director status for the 1 Business Period immediately following

achievement of Regional Director status and who have met all criteria to qualify for the product Incentive Program OFFICIAL RULES.

MEMBERS o Members are retail customers and do not participate in the Mannatech Career and

Compensation Plan and therefore are not eligible to qualify for this incentive. o Member product orders of a minimum of 100PV will generate points in this

Incentive Program for New and Existing Associates.

1. The Prize will be awarded to the Contest Qualifier named on the Mannatech account. 2. Only one (1) Prize may be earned per Tax ID number. In no event may any Associate’s Tax ID

number earn more than one (1) award. Any Associate who has previously qualified for a product Prize through a different, similar, or related Mannatech incentive program may not earn a second product through this program.

3. If a shared position qualifies, only one (1) Prize will be awarded. Each person listed on the account is not entitled to the Prize.

4. ALL participants MUST BE 18 years of age or older at the time of enrollment to participate in this incentive.

5. Mannatech, in its sole discretion, reserves the right to substitute a prize of equal or greater value for any individual Contest Qualifier or the entire group of Contest Qualifiers.

6. Contest Qualifiers will be notified, via USPS or UPS, at the last known mailing address on file with Mannatech as well as via email for those who have a VALID email account on file with Mannatech. If either notification is returned as non-deliverable, the award may be forfeited.

7. Mannatech will ship the Prize within 30 days after the Associate selects his Prize from the online catalog and the Associate receives a confirmation.

8. Participants must meet all eligibility requirements. Mannatech’s determinations and decisions are final on all matters related to this Incentive Program.

9. If the Contest Qualifier chooses not to accept the Prize earned, no cash will be awarded and the Prize will be forfeited.

10. All applicable taxes are the responsibility of the Contest Qualifier. United States and Canadian Contest Qualifiers will have the value (depending on their enrollment date) included in their 1099 or T4A. Not-for-profit or government agencies should consult a tax attorney prior to participation.

11. By entering the Incentive Program, participants consent to the use of their name and likeness for publicity and promotional purposes by Mannatech without additional compensation, unless prohibited by law.

12. Mannatech reserves the right to cancel or modify this Incentive Program as determined by Mannatech at its sole discretion.

13. By entering this Incentive Program, participants expressly agree to all rules and decisions made by Mannatech, Incorporated.

14. Associates must be a resident of the United States or Canada, excluding Quebec, in order to participate. All other entries will be disqualified.

15. Only active Independent Associates in Good Standing (as defined below) during their Qualification Period and at the time the Prize is awarded are eligible to enter or receive a Prize.

16. Mannatech reserves the right to disqualify an Associate if fraud or technical failures compromise the integrity of the Incentive Program, as determined by Mannatech at its sole discretion.

17. Mannatech reserves the right, in its sole discretion, to recover the aggregate retail value of the Prize directly or indirectly through the withholding of future commissions in accordance with the Product Returns Policy for all returned products.

18. Mannatech reserves the right, in its sole discretion, to recover the aggregate retail value of the Prize directly or indirectly through the withholding of future commissions in the following events:

a. If Packs or Product orders sold to achieve the Price are returned, the returned orders will be deducted from the qualification for the Prize. After the deduction for returned products, the Associate falls below a Regional Director, the Associate will no longer be eligible for the Prize.

b. A Contest Qualifier is found to have committed fraud in connection with the achieving qualification for the Prize.

19. Mannatech shall not be responsible or liable for damages, losses or injury resulting from entering the Incentive Program or acceptance of the Prize awarded.

20. Mannatech’s aggregate liability in connection with this Incentive Program shall in no event exceed the retail value of the Prize as estimated by these Rules.

21. No purchase necessary. 22. This contest is void where prohibited by law.

CLARIFICATIONS

1. Prior to the official notification of qualification to Contest Qualifiers, all information provided by Mannatech is unofficial and subject to change and verification by Mannatech. If the qualifying volume required to achieve Regional Director status falls below the minimums set in the Career and Compensation Plan, the Prize will not be awarded. There are several factors that may contribute to the variance in volume. For example:

a. Packs and product orders that have been exceptioned will not appear in volume tallies reported by Mannatech.

b. If an Associate or Member returns or cancels a pack or product order, the corresponding volume will be subtracted from the volume total.

2. Mannatech assumes no responsibility for notifying incentive participants of any returns or cancellations within their organization that affect qualifications.

3. We recommend (but do not require) that Associates manually keep track of their progress. Should there be any discrepancy, you will have a record of your business. All discrepancies must be received in writing by Mannatech’s Incentives Department within 30 days of the close of the Qualification Period. Any discrepancy received after the 30 days will not be considered for approval.

4. Leadership status is not finalized until the end of the Qualification Period. All determinations / decisions as to achieving Leadership are solely at Mannatech’s discretion.

5. Recalculation requests for Commissions and Leadership Levels may not apply for qualifications.

6. All determinations/decisions as to awarding the Prize are solely at Mannatech’s discretion. 7. Prizes are not transferable.

Associates in Good Standing — Only active Associates in Good Standing during the Qualification Period and when prizes are awarded are eligible to enter or receive a Prize. An “Associate in Good Standing” is one who has (1) renewed his or her position as required by the Company and (2) has not received a final compliance sanction precluding the Associate from participating in events and/or receiving recognition. A “Compliance Sanction” is considered final when (1) a ruling by the Compliance Committee is not appealed or (2) when an appealed compliance matter is decided by the Appeal Panel.

For more details, go to Mannatech.com 2013 Mannatech, Incorporated. All rights reserved.

2013 National Director Incentive Rules United States and Canadian Associates ONLY

INCENTIVE OVERVIEW New Associates achieve the Leadership Level of National Director and maintain National Director Status for the one (1) Business Period immediately following qualifications to receive a product featured in the 2013 incentive catalog (“Prize”). Please refer to the Mannatech Career and Compensation Plan to find National Director Qualification Criteria. Qualification period is based on an Associates new enrollment date and is detailed further below.

QUALIFICATION PERIOD New Associates with an enrollment date from BP1, 2013 through BP13, 2013 have four (4) Full Business Periods from their date of enrollment to qualify as National Director, beginning BP1, 2013 and ending BP13, 2013 (“Qualification Period”), in order to be eligible to receive the Prize.

DEFINITIONS

For purposes of these rules, the following definitions apply:

NEW ASSOCIATE—an individual who has never previously enrolled as a Mannatech Associate. To qualify as a New Associate under these rules an individual must enroll as an Associate between BP1, 2013 and BP13, 2013.

POSITION TRANSFERS—For the purpose of this Incentive, the original enrollment date of the Position will determine if the Position will be considered as NEW or EXISTING.

REINSTATED / INACTIVE ASSOCIATES – Individuals become Reinstated Associates by placing an order after a minimum of six (6) BPs of inactivity. Thereafter, he/she will be considered an EXISTING Associate.

o TERMINATED / RE-ENROLLED ASSOCIATES -- Individuals who have not renewed and/or were terminated after six (6) BPs of inactivity. If a Terminated Associate re-enrolls, he/she will be considered a NEW Associate.

CONTEST QUALIFIERS / New Associates who achieve National Director status and maintain National Director status for the 1 Business Period immediately following achievement of National Director status and who have met all criteria to qualify for the product Incentive Program OFFICIAL RULES

MEMBERS

o Members are retail customers and do not participate in the Mannatech Career and Compensation Plan and therefore are not eligible to qualify for this incentive.

o Member product orders of a minimum of 100PV will generate points in this Incentive Program for New and Existing Associates.

1. The Prize will be awarded to the Contest Qualifier named on the Mannatech account. 2. Only one (1) Prize may be earned per Tax ID number. In no event may any Associate’s Tax

ID number earn more than one (1) award. Any Associate who has previously qualified for a product Prize through a different, similar, or related Mannatech incentive program may not earn a second product through this program.

3. If a shared position qualifies, only one Prize will be awarded. Each person listed on the account is not entitled to the Prize

4. ALL participants MUST BE 18 years of age or older at the time of enrollment to participate in this incentive.

5. Mannatech, in its sole discretion, reserves the right to substitute a prize of equal or greater value for any individual Contest Qualifier or the entire group of Contest Qualifiers.

6. Contest Qualifiers will be notified, via USPS or UPS, at the last known mailing address on file with Mannatech as well as via email for those who have a VALID email account on file with Mannatech. If either notification is returned as non-deliverable, the award may be forfeited.

7. Mannatech will ship the Prize within 30 days after the Associate selects his Prize from the online catalog and the Associate receives a confirmation.

8. Participants must meet all eligibility requirements. Mannatech’s determinations and decisions are final on all matters related to this Incentive Program.

9. If the Contest Qualifier chooses not to accept the Prize earned, no cash will be awarded and the Prize will be forfeited.

10. All applicable taxes are the responsibility of Contest Qualifier. United States and Canadian Contest Qualifiers will have the value (depending on their enrollment date) included in their 1099 or T4A. Not-for-profit or government agencies should consult a tax attorney prior to participation.

11. By entering the Incentive Program, participants consent to the use of their name and likeness for publicity and promotional purposes by Mannatech without additional compensation, unless prohibited by law.

12. Mannatech reserves the right to cancel or modify this Incentive Program as determined by Mannatech at its sole discretion.

13. By entering this Incentive Program, participants expressly agree to all rules and decisions made by Mannatech, Incorporated.

14. Associates must be a resident of the United States or Canada, excluding Quebec, in order to participate. All other entries will be disqualified.

15. Only active Independent Associates in Good Standing (as defined below) during their Qualification Period and at the time the Prize…. missing copy

16. Missing copy …. e is awarded are eligible to enter or receive a Prize (Mannatech reserves the

right to disqualify an Associate if fraud or technical failures compromise the integrity of the Incentive Program, as determined by Mannatech at its sole discretion.

17. Mannatech reserves the right, in its sole discretion, to recover the aggregate retail value of the Prize directly or indirectly through the withholding of future commissions in accordance with the Product Returns Policy for all returned products.

18. Mannatech reserves the right, in its sole discretion, to recover the aggregate retail value of the Prize directly or indirectly through the withholding of future commissions in the following events:

a. If Packs or Product orders sold to achieve the Price are returned, the returned orders will be deducted from the qualification for the Prize. After the deduction for returned products, the Associate falls below a Regional Director, the Associate will no longer be eligible for the Prize.

b. A Contest Qualifier is found to have committed fraud in connection with the achieving qualification for the Prize

19. Mannatech shall not be responsible or liable for damages, losses or injury resulting from entering the Incentive Program or acceptance of the Prize awarded.

20. Mannatech’s aggregate liability in connection with this Incentive Program shall in no event exceed the retail value of the Prize as estimated by these Rules.

21. No purchase necessary. 22. This contest is void where prohibited by law.

CLARIFICATIONS

1. Prior to the official notification of qualification to Contest Qualifiers, all information provided

by Mannatech is unofficial and subject to change and verification by Mannatech. If the

qualifying volume required to achieve National Director status falls below the minimums set

in the Career and Compensation Plan, the Prize will not be awarded. There are several

factors that may contribute to the variance in volume. For example:

a. Packs and product orders that have been exceptioned will not appear in volume

tallies reported by Mannatech.

b. If an Associate or Member returns or cancels a pack or product order, the

corresponding volume will be subtracted from the volume total.

2. Mannatech assumes no responsibility for notifying incentive participants of any returns or cancellations within their organization that affect qualifications.

3. We recommend (but do not require) that Associates manually keep track of their progress. Should there be any discrepancy, you will have a record of your business. All discrepancies must be received in writing by Mannatech’s Incentives Department within 30 days of the close of the Qualification Period. Any discrepancy received after the 30 days will not be considered for approval.

4. Leadership status is not finalized until the end of the Qualification Period. All determinations / decisions as to achieving Leadership are solely at Mannatech’s discretion.

5. Recalculation requests for Commissions and Leadership Levels may not apply for qualifications.

6. All determinations/decisions as to awarding the Prize are solely at Mannatech’s discretion. 7. Prizes are not transferable.

Associates in Good Standing — Only active Associates in Good Standing during the Qualification Period and when prizes are awarded are eligible to enter or receive a Prize. An “Associate in Good Standing” is one who has (1) renewed his or her position as required by the Company and (2) has not

received a final compliance sanction precluding the Associate from participating in events and/or receiving recognition. A “Compliance Sanction” is considered final when (1) a ruling by the Compliance Committee is not appealed or (2) when an appealed compliance matter is decided by the Appeal Panel.

For more details, go to Mannatech.com 2013 Mannatech, Incorporated. All rights reserved.

2013 Executive Director CASH Incentive Rules United States and Canadian Associates ONLY

INCENTIVE OVERVIEW

NEW ASSOCIATES who reach Executive Director Status and 20,000 Group Point Volume (GPV) within the first 8 (eight) Business Periods from their enrollment date qualify for up

to $10,000 in cash. This will be paid out over up to 5 (five) Business Periods based on each of the following 4 (four) Business Periods that the Executive Director level is maintained. See the Mannatech Career and Compensation Plan for Executive Director Criteria.

DEFINITIONS 1. NEW ASSOCIATES – Any Associate enrolled from BP 1, 2013 through BP 13, 2013. 2. POSITION TRANSFERS—For the purpose of this incentive, the original enrollment date of

the Position will determine if the Position will be considered as NEW or EXISTING. 3. REINSTATED / INACTIVE ASSOCIATES – Reinstated by placing an order after a minimum

of 6 (six) BPs inactivity, he / she will be considered an EXISTING Associate 4. TERMINATED / RE-ENROLLED ASSOCIATES

a. Terminated after a minimum of 6 BPs inactivity b. When re-enrolling, he / she will be considered a NEW Associate

5. MEMBERS a. Members are retail customers and do not participate in the Mannatech Career and

Compensation Plan and therefore are not eligible to qualify for this incentive. b. Member orders will generate volume for New Associates.

6. Active Associate — Associates who have a minimum order of 100 Qualifying Volume (QV) in each of the Business Periods (BP) during the Contest Period and the position must be duly renewed.

7. Associates, Existing—Associates with original enrollment dates prior to BP1, 2013. 8. Contest Qualifiers—Associates who earned a minimum 20,000 GPV and have met all

criteria to qualify for the Executive Director Cash award.

VOLUME OUTLINE NEW ASSOCIATES

o Reach 20,000 GPV (in one BP) by the end of the first full 8 (eight) Business Periods from your date of enrollment

o Qualify as an Executive Director or higher o After you reach Executive Director, if you continue to qualify at the above levels for

an additional 4 (four) Business Periods (within your first full 12 BPs MAX) and earn

additional cash as explained below.

o Please see the Mannatech Career and Compensation Plan for Executive Director

Criteria.

CASH PAYOUT • NEW ASSOCIATES - $10,000 CASH Payout

o $2,000 the first BP you qualify o $2,000 for each additional BP you qualify (up to 4 (four) more BPs MAX) through

your first full 12 full BPs.

GENERAL RULES 1. The Executive Director Cash Incentive award will be awarded to the Contest Qualifier named

on the Mannatech Account. 2. A MAXIMUM of $10,000 may be earned per Tax ID number. In no event may any Associate’s

Tax ID number earn more than the total of $10,000 through the Executive Director Cash Incentive program.

3. If a shared position qualifies for the Executive Director Cash Incentive, only one (1) cash prize will be awarded. Each person listed on the account is not entitled to the cash.

4. Due to many state laws and federal regulations, ALL participants MUST BE 18 years of age or older at the time of enrollment to participate in the Executive Director Cash Incentive.

5. Mannatech, in its sole discretion, reserves the right to substitute the earned cash for an award of equal or greater value for any individual Contest Qualifier or the entire group of Contest Qualifiers.

6. Contest Qualifiers will be notified, via USPS or UPS, at the last known mailing address on file with Mannatech as well as via email for those who have a VALID email account on file with Mannatech. If either notification is returned as non-deliverable, the award may be forfeited.

7. Participants must meet all eligibility requirements. Mannatech’s determinations and decisions are final on all matters related to this Incentive Program.

8. If the Qualified Associate chooses not to accept the cash earned, the prize will be forfeited. The prize is not transferrable.

9. All applicable taxes are the responsibility of Contest Qualifier. United States and Canadian Incentive Qualifiers will have the value of the package included in their 1099 or T4A. (Minimum value is $2,000 with a maximum value of $10,000)

10. By entering the Executive Director Cash Incentive Program, and qualifying for the cash award, participants consent to the use of their name and likeness for publicity and promotional purposes by Mannatech without additional compensation, unless prohibited by law.

11. Mannatech reserves the right to cancel or modify this Incentive Program as determined by Mannatech at its sole discretion.

12. Not-for-profit or government agencies should consult a tax attorney prior to participation. 13. By entering the Executive Director Cash Incentive, participants expressly agree to all rules

and decisions made by Mannatech, Incorporated. 14. Associates must be a resident of the United States or Canada, excluding Quebec, in order to

participate. All other entries will be disqualified. Transfer of qualification to another country for the purpose of qualifying for this incentive is prohibited.

15. Only active Independent Associates in Good Standing during the Contest Period and at the time the prizes are awarded are eligible to enter or receive a prize. An “Associate in Good Standing” is one who has not received a final compliance sanction precluding the Associate

from participating in events and/or receiving recognition. A “Compliance Sanction” is considered final when (1) a ruling by the Compliance Committee is not appealed or (2) when an appealed compliance matter is decided by the Appeal Panel.

16. Mannatech reserves the right to disqualify an Associate if fraud or technical failures compromise the integrity of the Incentive Program, as determined by Mannatech at its sole discretion.

17. Mannatech reserves the right, in its sole discretion, to recover the aggregate retail value of the cash award directly or indirectly through the withholding of future commissions in accordance with the Product Returns Policy for all returned products.

18. Mannatech reserves the right, in its sole discretion, to recover the aggregate value of the awarded cash directly or indirectly through the withholding of future commissions in the following events:

a. If Packs or orders sold to accumulate volume are returned after the cash earned has been awarded, the volume associated with the pack(s) will be deducted from the total volume of the qualifier. If the total GPV falls below the required 20,000, the Associate will no longer be qualified for the cash award.

b. A qualifying Associate is found to have committed fraud in connection with increasing their volume.

19. Mannatech shall not be responsible or liable for damages, losses or injury resulting from entering the program or acceptance of the prize awarded.

20. Mannatech’s aggregate liability in connection with the Executive Director Cash Incentive shall in no event exceed the combined value of the incentive package as estimated by these rules.

21. No purchase necessary. 22. This contest is void where prohibited by law. 23. Prior to the official notification of qualification, all information regarding Associate GPV

provided by Mannatech is unofficial and subject to change and verification by Mannatech. If the GPV total falls below the minimum 20,000 required, the Executive Director Cash Incentive Package will not be awarded. There are several factors that may contribute to the variance in volume. For example:

a. Packs and Automatic Orders that have been exceptioned will not appear in total volume reported by Mannatech.

b. If an Associate returns or cancels a pack or any order, the corresponding volume will be subtracted from the overall volume total.

24. Mannatech assumes no responsibility for notifying incentive participants of any returns or cancellations within their organization that affect qualifications.

25. We recommend (not required) that Associates manually keep track of their progress. Should there be any discrepancy, you will have a record of your business. All discrepancies must be received by Mannatech’s Incentives Department within 30 days of the close of your qualifying Business Period. Any discrepancy received after the 30 days will not be considered for approval.

26. GPV is not finalized until the hard close of each Business Period. All determinations/decisions are solely at Mannatech’s discretion.

27. Recalculation requests for Commissions and Leadership Levels will NOT apply for qualifications.

28. All determinations/decisions as to awarding the incentive are solely at Mannatech’s discretion.

29. Volume and prizes are not transferable.

GENERAL DEFINITIONS Group Point Volume (GPV) – The total PPV earned from all Associates and members in your

downline, in one business period. Only product PV counts toward GPV.

This Official Rules and Regulations Booklet is a copyrighted publication of Mannatech, Incorporated and is fully protected by international copyright laws. No content herein may be reproduced for any reason without the express written permission of Mannatech, Incorporated. For details, go to Mannatech.com © 2013 Mannatech, Incorporated. All rights reserved.

2013 Presidential Director CASH Incentive RulesUnited States and Canadian Associates ONLY

INCENTIVE OVERVIEW

· NEW ASSOCIATES who reach Presidential Director Status and 60,000 Group Point Volume (GPV) within the first 12 Business Periods (BP) from their enrollment date qualify for up to $20,000 in cash. This will be paid out over up to 5 Business Periods based on each of the following 4 Business Periods that the Presidential Director level is maintained. See the Mannatech Career and Compensation Plan for Presidential Director Criteria.

QUALIFICATION PERIOD

ASSOCIATE (SPECIFIC) DEFINITIONS

For purposes of these rules, the following definitions apply:1. NEW ASSOCIATES– An individual that has never previously enrolled as a Mannatech Associate. To qualify as a New Associate

under these rules, an individual must enroll as an Associate between BP 1, 2013 and BP 13, 2013.

2. EXISTING ASSOCIATE—An individual enrolled as a Mannatech Associate prior to BP 1, 2013.

3. POSITION TRANSFERS—a. For the purpose of this incentive, the original enrollment date of the Position will determine if the Position will be

considered as NEW or EXISTING.

b. Any volume associated with the account will stay with the account.

4. REINSTATED/INACTIVE ASSOCIATES— Reinstated by placing an order after a minimum of 6 months inactivity, he/she will be considered an EXISTING Associate.

5. TERMINATED/RE-ENROLLED ASSOCIATESa. Terminated after a minimum of 6 months inactivity

b. When re-enrolling, he/she will be considered a NEW Associate

6. MEMBERSa. Members are retail customers and do not participate in the Mannatech Career and Compensation Plan and

therefore are not eligible to qualify for this incentive.

b. Member orders will generate volume for New and Existing Associates.

VOLUME OUTLINE TO EARN THE CASH PRIZES· NEW ASSOCIATES

o Must reach 60,000 GPV (in one BP) by the end of your first full 12 Business Periods from your date of enrollment

o Must have minimum of 3 separate legs with maximum/minimum volume counted as follows:

40,000 GPV (maximum) counted from leg 1 (1st strongest leg)

14,000 GPV (maximum) counted from leg 2 (2nd strongest leg)

6,000 GPV (minimum) counted from leg 3 and beyond

o Must Qualify as a Presidential Director

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o If you continue to qualify at the above levels for an additional 4 Business Periods within your first full 16 BPs, you may earn additional cash as explained below.

CASH PAYOUT

• NEW ASSOCIATES – Earn up to $20,000 CASH Payout calculated as follows:

o $4,000 the first BP you qualify

o $4,000 for each additional BP you qualify (up to 4 more BPs MAX) through your first full 16 BPs.

GENERAL RULES

1. The Presidential Director Cash Incentive award will be awarded to the Contest Qualifier named on the Mannatech Account.

2. A MAXIMUM of $20,000 may be earned per Tax ID number. In no event may any Associate’s Tax ID number earn more than the total of $20,000 through the Presidential Director Cash Incentive program.

3. If a shared position qualifies for the Presidential Director Cash Incentive, only one (1) cash prize will be awarded. Each person listed on the account is not entitled to the cash.

4. Due to many state laws and federal regulations, ALL participants MUST BE 18 years of age or older at the time of enrollment to participate in the Presidential Director Cash Incentive.

5. Mannatech, in its sole discretion, reserves the right to substitute the earned cash for an award of equal or greater value for any individual Contest Qualifier or the entire group of Contest Qualifiers.

6. Contest Qualifiers will be notified, via USPS or UPS, at the last known mailing address on file with Mannatech as well as via email for those who have a VALID email account on file with Mannatech. If either notification is returned as non-deliverable, the award may be forfeited.

7. Participants must meet all eligibility requirements. Mannatech’s determinations and decisions are final on all matters related to this Incentive Program.

8. If the Contest Qualifier chooses not to accept the cash earned, the prize will be forfeited.

9. All applicable taxes are the responsibility of the Contest Qualifier. United States and Canadian Contest Qualifiers will have the value of the package included in their 1099 or T4A. (Minimum value is $4,000 USD with a maximum value of $20,000 USD.)

10. By entering the Presidential Director Cash Incentive, and qualifying for the cash award, participants consent to the use of their name and likeness for publicity and promotional purposes by Mannatech without additional compensation, unless prohibited by law.

11. Mannatech reserves the right to cancel or modify this Presidential Director Cash Incentive as determined by Mannatech at its sole discretion.

12. Not-for-profit or government agencies should consult a tax attorney prior to participation.

13. By entering the Presidential Director Cash Incentive, participants expressly agree to all rules and decisions made by Mannatech, Incorporated.

16474 0113 Page 3 of 4

14. Associates must be a resident of the United States or Canada, excluding Quebec in order to participate. All other entries will be disqualified. Transfer of qualification to another country for the purpose of qualifying for this incentive is prohibited.

15. Only active Independent Associates in Good Standing during the Business Period 1 through Business Period 13, 2013.

16. Mannatech reserves the right to disqualify an Associate if fraud or technical failures compromise the integrity of the Presidential Director Cash Incentive, as determined by Mannatech at its sole discretion.

17. Mannatech reserves the right, in its sole discretion, to recover the aggregate retail value of the cash award directly or indirectly through the withholding of future commissions in accordance with the Product Returns Policy for all returned products.

18. Mannatech reserves the right, in its sole discretion, to recover the aggregate value of the awarded cash directly or indirectly through the withholding of future commissions in the following events:

19. If Packs or orders sold to accumulate volume are returned after the cash earned has been awarded, the volume associated with the pack(s) will be deducted from the total volume of the qualifier. If the total GPV falls below the required 60,000, the Associate will no longer be qualified for the cash award.

20. A qualifying Associate is found to have committed fraud in connection with increasing their volume.

21. Mannatech shall not be responsible or liable for damages, losses or injury resulting from entering the Presidential Director Cash Incentive or acceptance of the cash prize awarded.

22. Mannatech’s aggregate liability in connection with the Presidential Director Cash Incentive shall in no event exceed the combined value of the cash prize as estimated by these rules.

23. No purchase necessary.

24. This contest is void where prohibited by law.

25. Prior to the official notification of qualification, all information regarding Associate GPV provided by Mannatech is unofficial and subject to change and verification by Mannatech. If the GPV total falls below the minimum 60,000 required, the Presidential Director Cash Incentive prize will not be awarded. There are several factors that may contribute to the variance in volume. For example:

26. Packs and Automatic Orders that have been exceptioned will not appear in total volume reported by Mannatech.

27. If an Associate returns or cancels a pack or any order, the corresponding volume will be subtracted from the overall volume total.

28. Mannatech assumes no responsibility for notifying incentive participants of any returns or cancellations within their organization that affect qualifications.

29. We recommend (not required) that Associates manually keep track of their progress. Should there be any discrepancy, you will have a record of your business. All discrepancies must be received by Mannatech’s Incentives Department within 30 days of the close of your qualifying Business Period. Any discrepancy received after the 30 days will not be considered for approval.

30. GPV is not finalized until the hard close of each Business Period. All determinations/decisions are solely at Mannatech’s discretion.

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31. Recalculation requests for Commissions and Leadership Levels will NOT count towards qualifying for the GPV or the cash prize.

32. All determinations/decisions as to awarding the cash prize are solely at Mannatech’s discretion.

33. Volume and prizes are not transferable.

GENERAL DEFINITIONS· Active—Associates who have a minimum order of 100 Qualifying Point Volume (QV) in each of the Business Periods (BP)

during the Contest Period and the position must be duly renewed.

· Associates in Good Standing—Only active Associates in Good Standing during the Contest Period and when prizes are awarded are eligible to enter or receive a prize. An “Associate in Good Standing” is one who has (1) renewed his or her position as required by the Company and (2) has not received a final compliance sanction precluding the Associate from participating in events and/or receiving recognition. A “Compliance Sanction” is considered final when (1) a ruling by the Compliance Committee is not appealed or (2) when an appealed compliance matter is decided by the Appeal Panel.

· Contest Qualifiers—Associates who earned a minimum 60,000 GPV and have met all criteria to qualify for the Presidential Director Cash award.

· Group Point Volume (GPV) – The total PPV earned from all Associates and members in your downline, in one business period. Only product PV counts toward GPV.

This Official Rules and Regulations Booklet is a copyrighted publication of Mannatech, Incorporated and is fully protected by international copyright laws. No content herein may be reproduced for any reason without the express written permission of Mannatech, Incorporated.

For more details, go to Mannatech.com

© 2013 Mannatech, Incorporated. All rights reserved.