0001564590-16-018004 Sample Contracts

HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • May 5th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Stock Unit Award Agreement (this “Agreement”) is dated as of this ___ day of ____________, 2006 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and __________________ (“Participant”).

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HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT
Stock Incentive Plan • May 5th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) dated as of , 2006 (the “Grant Date”) between HERBALIFE LTD. (the “Company”), and (“Participant”).

HERBALIFE LTD. 2005 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT
Stock Incentive Plan • May 5th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) dated as of ____________, 2006 (the “Grant Date”) between HERBALIFE LTD. (the “Company”), and _____________________ (“Participant”).

SEVERANCE AGREEMENT
Severance Agreement • May 5th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California

This Severance Agreement (“Agreement”), dated as of February 23, 2011 is made and entered into by JOHN DESIMONE (“Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”). The parties to this Agreement agree as follows:

CREDIT AGREEMENT
Credit Agreement • May 5th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of March 9, 2011, among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the “ Company ”), HERBALIFE LTD., a Cayman Islands exempted company incorporated with limited liability (“ Holdings ”), HERBALIFE INTERNATIONAL LUXEMBOURG S.À.R.L., a Luxembourg private limited liability company, having its registered office at 18, boulevard Royal, L-2449 Luxembourg, having a share capital of EUR 25,000, registered with the Luxembourg trade and companies register under number B 88.006 (“ HIL ”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “ Designated Borrower ” and, together with the Company, Holdings and HIL, the “ Borrowers ” and, each a “ Borrower ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

AMENDED AND RESTATED SEVERANCE AGREEMENT
Amended and Restated Severance Agreement • May 5th, 2016 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California

This Amended and Restated Severance Agreement (“Agreement”), dated as of February 23, 2011 is made and entered into by DESMOND WALSH (“Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”). The parties to this Agreement agree as follows:

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