0000950124-06-005897 Sample Contracts

HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Stock Unit Award Agreement (this “Agreement”) is dated as of this October 10, 2006 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and Brett R. Chapman (“Participant”).

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HERBALIFE LTD. STOCK INCENTIVE PLAN AMENDMENT TO THE NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Amendment to the Non-Statutory Stock Option Agreement (the “Amendment”) is made as of October 10, 2006, by and between Herbalife Ltd. (the “Company”), and Brett R. Chapman (the “Executive”), and will be effective.

HERBALIFE LTD. STOCK INCENTIVE PLAN SECOND AMENDMENT TO THE NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Second Amendment to the Non-Statutory Stock Option Agreement (the “Second Amendment”) is made as of October 10, 2006, by and between Herbalife Ltd. (the “Company”), and Gregory L. Probert (the “Executive”), and will be effective.

HERBALIFE LTD. 2004 STOCK INCENTIVE PLAN AMENDMENT TO THE STOCK OPTION AGREEMENT
Stock Option Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Amendment to the Stock Option Agreement (the “Amendment”) is made as of October 10, 2006, by and between Herbalife Ltd. (the “Company”), and Gregory L. Probert (the “Executive”), and will be effective.

EMPLOYMENT AGREEMENT
Employment Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California

This Employment Agreement (“Agreement”), dated as of October 10, 2006 is made and entered into by BRETT R. CHAPMAN (“Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a Nevada corporation (“Company”). The parties to this Agreement agree as follows:

HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Stock Unit Award Agreement (this “Agreement”) is dated as of this October 10, 2006 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and Gregory L. Probert (“Participant”).

HERBALIFE LTD. 2004 STOCK INCENTIVE PLAN AMENDMENT TO THE STOCK OPTION AGREEMENT
2004 Stock Incentive Plan • October 12th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Amendment to the Stock Option Agreement (the “Amendment”) is made as of October 10, 2006, by and between Herbalife Ltd. (the “Company”), and Brett R. Chapman (the “Executive”), and will be effective.

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