Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

In connection with Mr. Truett's resignation, the Company and Mr. Truett entered into a Separation and Release of Claims Agreement dated December 21, 2012 (the "Separation Agreement") and an Amendment to Confidentiality, Non-Disclosure and Non-Solicitation Agreement dated December 21, 2012 (the "Amended Agreement"). Under the terms of these agreements, the Company and Mr. Truett have agreed, among other things, that Mr. Truett shall receive the following compensation, provided that he complies with the terms and conditions of each agreement:

† Separation pay equal to 50% percent of Mr. Truett's base salary, less applicable withholding taxes, which will be paid bi-weekly for six months in connection with Mr. Truett's non-competition covenants in the Amended Agreement. This separation payment will terminate in the event that the Company waives the non-competition covenants in favor of Mr. Truett;

† A lump sum payment of $206,000 as a severance payment;

† A lump sum payment of $190,000 in lieu of Mr. Truett's cash bonus under the Company's 2012 Executive Bonus Plan;

† Six months of continued medical and dental coverage, paid for by the Company, under COBRA; and

† An extension of certain outstanding stock-settled stock appreciation rights previously granted to Mr. Truett by the Company.

The Separation Agreement and Amended Agreement contain, among other things, customary non-disclosure, non-solicitation, non-disparagement and non-competition provisions in favor of the Company. In particular, the Amended Agreement prohibits Mr. Truett from competing against the Company for a period of six (6) months.

The foregoing summary is qualified in its entirety by the terms and conditions of the Separation Agreement and the Amended Agreement, which are incorporated herein by reference. A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and the Amended Agreement is attached hereto as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Separation and Release of Claims Agreement dated as of December 21, 2012 (the "Separation Agreement") by and between USANA Health Sciences, Inc. and Roy Truett.

10.2 Amendment to Confidentiality, Non-Disclosure and Non-Solicitation Agreement dated as of December 21, 2012 by and between USANA Health Sciences, Inc. and Roy Truett.

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