MANNATECH INC — Director's Dealing 2010

Aug 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANNATECH INC (MTEX)
CIK: 0001056358
Period of Report: 2010-08-13

Reporting Person: TOTH ROBERT (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-13	Right to Purchase Common Stock	$7.46	D	25000	Disposed	2018-03-23	Common Stock, Par Value $0.0001 per share (25000)	Direct
2010-08-13	Right to Purchase Common Stock	$2.50	D	10000	Disposed	2018-11-19	Common Stock, Par Value $0.0001 per share (10000)	Direct
2010-08-16	Right to Purchase Common Stock	$2.46	A	24108	Acquired	2020-08-15	Common Stock, Par Value $0.0001 per share (24108)	Direct

Footnotes

F1: Options Vest 1/3 immediately, 1/3 on every year thereafter for 2 years.

F2: The option provided for vesting in three equal annual installments beginning November 20, 2009.

F3: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 25,000 shares of Mannatech common stock granted to the reporting person on March 24, 2008. In exchange, the reporting person received a replacement option, for 14,148 shares, having an exercise price of $2.46 a share.

F4: On August 16, 2010, the issuer canceled, pursuant to the issuer's option exchange program, an option for 10,000 shares of Mannatech common stock granted to the reporting person on November 20, 2008. In exchange, the reporting person received a replacement option, for 9,960 shares, having an exercise price of $2.46 a share.

F5: The option vests in three equal annual installments beginning August 16, 2011.