0000950134-08-006223 Sample Contracts

HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT
Stock Appreciation Right Award Agreement • April 9th, 2008 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) dated as of April 4, 2008 (the “Grant Date”) between HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (the “Company”), and Gregory L. Probert (“Participant”).

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HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • April 9th, 2008 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Stock Unit Award Agreement (this “Agreement”) is dated as of this 4th day of April, 2008 (the “Grant Date”), and is between Herbalife Ltd., an entity organized under the laws of the Cayman Islands (the “Company”), and Gregory L. Probert (“Participant”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 9th, 2008 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of April 4, 2008, by and between GREGORY L. PROBERT (the “Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a Nevada corporation (the “Company”).

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