0001564590-15-006235 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Agreement and General Release • August 5th, 2015 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California

This Amended and Restated Employment Agreement (“Agreement”), dated as of January 1, 2010 is made and entered into by RICHARD P. GOUDIS (“Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”). The parties to this Agreement agree as follows:

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HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN INDEPENDENT DIRECTORS STOCK APPRECIATION RIGHT AGREEMENT
Independent Directors Stock Appreciation Right Agreement • August 5th, 2015 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Independent Directors Stock Appreciation Right Agreement (this “Agreement”) dated as of January __, 20__ (the “Grant Date”) between Herbalife Ltd., an entity organized under the laws of the Cayman Islands (the “Company”), and [DIRECTOR] (“Participant”).

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