ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
           OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
           COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Adoption of Non-Qualified Incentive Plan

Effective July 16, 2020, the Board of Directors of Natural Alternatives International, Inc. (the "Company") adopted the Company's Non-Qualified Incentive Plan (the "Plan"). The purpose of the Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, employees and eligible consultants of the Company ("Participants") to receive a cash award that may be subject to conditions precedent or subsequent that must be met before the Company is obligated to make the payment. The purpose of the Plan is to provide to the Human Resources Committee and the Board of Directors the ability to make deferred cash payments or other cash awards in order to encourage Participants to serve the Company or to remain in the service of the Company, or to assist the Company to achieve results determined by the Human Resources Committee or the Board of Directors to be in the Company's best interest.

The Plan provides for the Human Resources Committee or the Board of Directors to award and administer unsecured and deferred cash awards subject to whatever conditions are determined by the Human Resources Committee or the Board of Directors with each award. The terms, of each award, including the amount and any conditions that must be met to be entitled to payment of the award, are set forth in an Award Agreement. The Plan provides the Board of Directors with the discretion to set aside assets to fund the Plan although that has not been done to date.

The above description of the Non-Qualified Incentive Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the Non-Qualified Incentive Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Initial Awards Granted under the Non-Qualified Incentive Plan

On July 16, 2020, the Company issued deferred cash awards to various officers, directors and employees of the Company pursuant to the Plan, each providing for a cash payment to the Participant one third of which shall be paid on the one year, and two year, and three year anniversary of the date of the award, provided on the date of payment the Participant has been since the date of the award, and continues to be a member of the Board of Directors, or an employee of the Company. In the event a Participant ceases to be an employee of the Company or a member of the Board of Directors of the Company prior to any remaining date of payment no further payments shall be made in connection with the award.


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The July 16, 2020 Awards and the Participants are shown below:

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                                         Total
                                     Deferred Cash       Dates of Payment of
                                         Award         One-third of the Total
                                                                Award
Name

Each of the Five Non-Employee           $90,000       July 16, 2021, 2022, 2023
Directors

Mark LeDoux                            $150,000       July 16, 2021, 2022, 2023

Chairman and Chief Executive Officer


Kenneth E. Wolf                        $120,000       July 16, 2021, 2022, 2023
President, Chief Operating Officer,
Secretary

Michael E. Fortin                       $90,000       July 16, 2021, 2022, 2023
Chief Financial Officer

Eugene Quast                            $60,000       July 16, 2021, 2022, 2023
Vice President Global Sales

Andrea Lester                           $60,000       July 16, 2021, 2022, 2023
Vice President Global Quality

James Guase                             $60,000       July 16, 2021, 2022, 2023
Vice President Operations

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