EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2004 • Wh Capital Corp • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employment Agreement (the "AGREEMENT"), dated effective as of June 1, 2004 is made and entered into by Richard Goudis ("EXECUTIVE") and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation ("COMPANY"). The parties to this Agreement agree as follows:
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • June 9th, 2004 • Wh Capital Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
WH Holdings (Cayman Islands) Ltd., a Cayman Islands exempted limited liability Issuers and WH Capital Corporation, a Nevada corporation (the "Issuers"), propose to make an offer (the "Exchange Offer") to exchange all of their outstanding 91/2% Outstanding Notes due 2011 (the "Outstanding Notes") for their 91/2% New Notes due 2011 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated June 9, 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Outstanding Notes. The Outstanding Notes and the New Notes are collectively referred to herein as the "Securities".
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • June 9th, 2004 • Wh Capital Corp • Wholesale-drugs, proprietaries & druggists' sundries • California
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is entered into as of May 1, 2004, by and between Carol Hannah ("Employee") on the one hand, and Herbalife International, Inc. and Herbalife International of America, Inc. (collectively, the "Company") on the other hand. Employee and the Company are referred to herein collectively as the "Parties."
CONSULTING AGREEMENTConsulting Agreement • June 9th, 2004 • Wh Capital Corp • Wholesale-drugs, proprietaries & druggists' sundries
THIS CONSULTING AGREEMENT (this "Agreement") is made as of May 1, 2004, by and between Herbalife International of America, Inc., on the one hand (the "Company"), and Carol Hannah ("Consultant"), on the other hand.
