FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
CREDIT AGREEMENT, dated as of August 16, 2018, among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Term Loan Borrower”), Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability with company number 116838 and with its registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Parent”), Herbalife International Luxembourg S.à R.L., a Luxembourg private limited liability company (société à responsabilité limitée), existing and organized under the laws of Luxembourg, having its registered office at 16, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 88006 (“HIL”), Herbalife International, Inc., a Nevada corporation (“HII” and, together with Parent, the Term Loan Borrower and HIL, the “Revolver Borrowers”; the Revolver Borrowers, toge
HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT (Time- Vesting)Stock Unit Award Agreement • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Stock Unit Award Agreement (this “Agreement”) is dated as of ________ (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and _______ (“Participant”).
ADDENDUM TO AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIPHerbalife Ltd. • May 2nd, 2023 • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS ADDENDUM TO THE AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIP (“Addendum”) is effective as of April 27, 2023 (the “Effective Date”) and is added to and made a part of the existing Amendment to the Agreements of Distributorship between HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the “Company”) and its Distributors, dated as of July 18, 2002 (the “Tirelli Agreement”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Tirelli Agreement. A full copy of the Tirelli Agreement as addended is attached hereto as Exhibit 1.
HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN BOARD OF DIRECTORS STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Board of Directors Stock Unit Award Agreement (this “Agreement”) is dated as of __________ (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and __________ (“Participant”).
Herbalife Letterhead]Herbalife Ltd. • May 2nd, 2023 • Wholesale-drugs, proprietaries & druggists' sundries
In recognition of your continued service with Herbalife Nutrition Ltd. and/or its affiliates and subsidiaries (“Herbalife Nutrition”) from April 6, 2020 through April 6, 2023 (the “Retention Period"), we offered you, and you accepted, a retention bonus in the amount of $1,000,000, less all applicable withholdings and deductions required by law (the "Retention Bonus"). If you terminate your employment or if Herbalife Nutrition terminates your employment for Cause before the end of the Retention Period, you will be required to repay the Retention Bonus in full to Herbalife Nutrition within fifteen (15) days of the termination of your employment. As used herein, “Cause” means: (i) willful failure to perform substantially all of your duties, including carrying out or complying with any lawful and reasonable material directive of the Chief Executive Officer of the Company; (ii) engagement in an act of fraud, embezzlement, dishonesty or of any policy or written agreement with the Company or
HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT2023 Stock Incentive Plan • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Stock Appreciation Right Agreement (this “Agreement”) is dated as of _______ (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and _______ (“Participant”).
HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN LEAD DIRECTOR STOCK UNIT AWARD AGREEMENTLead Director • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries
This Lead Director Stock Unit Award Agreement (this “Agreement”) is dated as of ___________ (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and __________ (“Participant”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2023 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SIXTH AMENDMENT to the Credit Agreement referred to below, dated as of April 28, 2023 (this “Sixth Amendment”) by and among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Term Loan Borrower”), Herbalife Ltd. (f/k/a Herbalife Nutrition Ltd.), a Cayman Islands exempted company incorporated with limited liability with company number 116838 and with its registered office at Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Parent”), Herbalife International Luxembourg S.à R.L., a Luxembourg private limited liability company (société à responsabilité limitée), existing and organized under the laws of Luxembourg, having its registered office at 16, Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 88006 (“HIL”), Herbalife International, Inc., a Nevada corporation (“HII” and, together
