0001193125-13-182514 Sample Contracts

FORM OF 2008 SARs HERBALIFE LTD. STOCK APPRECIATION RIGHT AWARD AGREEMENT
Stock Appreciation Rights Agreement • April 29th, 2013 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) dated as of March 27, 2008 (the “Grant Date”) between HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (the “Company”), and Michael O. Johnson (“Participant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2013 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California

anniversary of the Grant Date, and (iv) the remaining ten percent (10%) of the Stock Units subject to the Award shall vest on the fourth anniversary of the Grant Date (each such date a “Vesting Date”). Stock Units that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Stock Units that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”

FORM OF 2008 RSU HERBALIFE LTD. STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • April 29th, 2013 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Stock Unit Award Agreement (this “Agreement”) is dated as of this 27th day of March, 2008 (the “Grant Date”), and is between Herbalife Ltd., an entity organized under the laws of the Cayman Islands (the “Company”), and Michael O. Johnson (“Participant”).

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