EX-10.1






EMPLOYMENT AGREEMENT




This Employment Agreement (the “AGREEMENT”), dated as of December 18, 2007 and effective as of
December 3, 2007 (the “Effective Date”), is made and entered into by Paul Noack (“EXECUTIVE”) and
HERBALIFE INTERNATIONAL OF AMERICA, INC. (“COMPANY”). The parties to this Agreement agree as
follows:




	1.	 	Employment At-Will. Subject to each party’s respective compliance with those
obligations required hereunder upon termination of this Agreement, the Company and Executive
acknowledge and agree that each can terminate the employment relationship hereunder at any
time upon written notice to the other, with or without prior notice, for any reason or for no
reason. Executive has received no promise of continued employment or employment for any
specific period of time, and no employee of the Company, including without limitation the
Company’s officers, has the authority to alter the at-will nature of the employment
relationship except in a written employment contract signed by an authorized Company executive
and by Executive.






Executive is currently employed by the Company at the Company’s primary office location in
metropolitan Los Angeles, California (the “Home Location”). It is intended that Executive
shall hereafter (i) relocate his primary place of employment to Hong Kong (the “Host
Location”) at such time as Executive and the Company mutually determine and agree (the
occurrence and continuation of such event being herein referred to as the “Relocation”) and
(ii) at such time as the period of the Relocation shall end, Executive shall return to the
Home Location (the occurrence of such event being herein referred to as the “Return”).
Executive’s Relocation shall in all events be subject to the proper and timely processing of
passport, visa, work permit and other related documents, as well as medical and Hong Kong
government clearances, required of the Executive in connection with this international
assignment.




Notwithstanding anything to the contrary in this Section, during any period that Executive is
seconded by the Company to another entity, Executive shall not have any authority to negotiate
on behalf of the Company, or to modify or accept contracts on behalf of the Company or to
otherwise bind the Company to any contract with any third party or to conduct any business in
the name of or on behalf of the Company. Further, any contract presented to Executive that is
intended to bind the Company must be entered into by a duly authorized officer of the Company
located in the principal business offices of the Company in the United States.




	2.	 	Duties. Executive shall serve as the Managing Director, Asia-Pacific Region, with
all of the authority, duties and responsibilities commensurate with such position and such
other duties commensurate with such position as are assigned to Executive from time to time.
Executive shall report to the office of the President and Chief Operating Officer of Company
(currently Greg Probert). From and after and during the continuation of the Relocation,
Executive shall be based at the Host Location.






	3.	 	Compensation, Benefits and Related Matters.






Base Salary. Executive shall receive a Base Salary at the per annum rate of Five
Hundred Fifty Thousand US Dollars (US$550,000), payable bi-weekly to Executive’s U.S. bank
account in accordance with the Company’s payroll procedures. Additionally, Executive shall
receive 20,000 stock appreciation rights (“SAR”) and 10,000 restricted stock units (“RSU”)
under the Herbalife Ltd. 2005 Stock Incentive Plan (the “2005 Plan”), which shall vest and
otherwise be governed according to the terms of the 2005 Plan and the underlying SAR and RSU
Unit Award Agreements provided separately to Executive.




Cost of Living Allowance. Once Executive’s family relocates to the Host Location (the
“Family Relocation”), Company shall pay Executive a monthly cost of living allowance equal to
$1,333 USD/month. Such allowance together with certain other benefits provided to Executive
hereunder is herein referred to as a “HK Perquisite.”




Housing. The Company shall pay the housing rental of Executive, including the housing
deposits, utilities, and telephone charges as follows: From and after Executive’s Relocation
and until the Family Relocation, the Company will provide housing to Executive in the form of
a two-bedroom, furnished apartment at the Four Seasons located in Hong Kong. Upon the Family
Relocation, the Company will provide housing in the form of a 4-bedroom unfurnished apartment
having total monthly expense, including utilities and phone charges, in such reasonable and
customary amount as conditions in Hong Kong require and as shall be mutually agreed and
approved by the Company and Executive. In each such case, the underlying lease, utilities and
phone charges shall be in the Company name and the Company shall pay the utilities, phone and
landlord directly. All amounts advanced for deposits shall be returned to Company at the
conclusion of the rental. Such payments and provisions for housing together with certain
other benefits provided to Executive hereunder are also herein referred to as a “HK
Perquisite.”




While Executive is residing in the two-bedroom apartment (i.e., before the Family Relocation),
he shall receive a $500 monthly differential payment for food, daily expenses and other
incidentals. Such monthly payment together with certain other benefits provided to Executive
hereunder is also herein referred to as a “HK Perquisite.”




Dependent Education Reimbursement. Upon the Family Relocation and Executive’s
children’s enrollment in school, the Company shall reimburse Executive the reasonable cost of
tuition fees for each child under age 18; provided, however, that such schooling reimbursement
shall be only for the equivalent of kindergarten through 12th grade. Additionally,
Company shall reimburse Executive for the cost of ancillary fees for books, local
transportation (such transportation to be only by school bus or mass transit (i.e., subway,
public bus)) and, if required, uniforms. Such reimbursement payments and provisions for
educational needs together with certain other benefits provided to Executive hereunder are
also herein referred to as a “HK Perquisite.”




Transport Expenses. From and after the Family Relocation, Company shall provide
Executive a car for use in the performance of his duties. The car will be the customary
vehicle for locals of Executive’s position with lease payments not to exceed $1,750 USD/month.
Such provision of said auto allowance together with certain other benefits provided to
Executive hereunder is also herein referred to as a “HK Perquisite.”




Bonus. Executive is eligible to participate in the Company’s Senior Management Bonus
Incentive Plan. Payouts are discretionary, but if made, are based against specific objectives
set through Company’s Performance Management Program (Management By Objectives) for both
Executive and Company. The bonus payment is at the discretion of the senior executives of
Company. The payout target for your position shall not be less than 50% of your calendar year
ending Base Salary.




Long Term Incentive Plan. Executive shall be eligible and entitled to participate in
the Company’s long term incentive plan for senior executive employees, if any. The size, form
and timing of grants, if any, shall be consistent with competitive practice, internal
positions responsibilities, and subject to the joint approval of the Chief Executive Officer
of the Company as well as the Company’s Compensation Committee serving under its Board of
Directors.




Vacation. Executive shall receive all Hong Kong public holidays and shall also be
entitled to four (4) weeks vacation leave per year to be taken at a mutually convenient time
or times. If not so taken, Executive shall be entitled to accrue and carry over any unused
vacation to future years up to a maximum of ten (10) weeks of paid vacation; it being intended
that once such maximum amount of vacation time is so accrued, no additional vacation will
accrue to Executive until such time as Executive’s vacation accrual drops below an aggregate
of ten (10) weeks. In no event will Executive’s vacation accrual exceed ten (10) weeks.
Additionally, the Company will provide business class travel for one home leave trip per year
for Executive and accompanying immediate family dependents (five tickets total) to visit
Executive’s point of origin Los Angeles, California in the United States (“Home Location”).
If possible, Executive should schedule his trip to the Home Location to coincide with a
business trip. Such provision of such travel accommodations together with certain other
benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”




Health Benefits and Insurance Coverage. Executive and Executive’s qualified
dependents shall be entitled to participate in or receive benefits under each benefit plan or
arrangement made available by the Company to its most senor executives (including its
President and Chief Operating Officer) but specifically excluding its Chief Executive Officer)
including without limitation, those relating to group medical, dental, vision, long-term
disability, Directors and Officers liability insurance, accidental death and dismemberment
insurance, and life insurance, subject to and on a basis consistent with the terms, conditions
and overall administration of such plans and subject to the Company’s right to modify, amend
or terminate any such plan or arrangement with or without prior notice. Executive shall be
entitled to participate in the Company’s 401K program and the Company’s Deferred Compensation
program. To the extent that any such benefit plan is not available in the Host Location, the
Company shall provide Executive and qualified immediate dependents with a reasonable
alternative coverage plan for benefits similar to that provided to US-based employees at
Executive’s level.




Tax




Tax Service. While on assignment to the Host Location, Executive will pay the same
U.S. income (federal, state and local) and social security taxes that Executive would have
paid had Executive remained in the Home Location. To accomplish this, there will be an
amount deducted from Executive’s pay corresponding to the U.S. federal and state and local
(if applicable) income tax, as well as U.S. Social Security tax, medicare tax, and any other
tax applicable to Executive’s Home Location, that Executive would have paid on all
compensation and benefits received hereunder (other than the HK Perquisites) and had
Executive lived and worked in the United States (“retained hypothetical tax”). This
retained hypothetical tax will be calculated and deducted from Executive’s compensation and
will replace actual withholdings. After Executive’s tax returns are prepared, Executive’s
retained hypothetical tax will be recomputed to reflect the actual facts (including
Executive’s receipt of all compensation and benefits, including the HK Perquisites and all
tax gross up or similar payments required hereunder) for the year (the “final actual tax”)
and the difference between the retained hypothetical tax and the final actual tax will be
settled promptly thereafter and paid by the Company (either to Executive or to all
applicable taxing authorities). Executive will be required to comply with all U.S., state
and local and foreign laws regarding personal income and social taxes. The Company will be
responsible for the payment of all U.S., state and local and foreign income and social taxes
to which Executive is liable related to the period of Executive’s assignment. It is fully
intended that Executive be made whole on an after tax basis such that after taking into
account all payments, compensation, reimbursements, and benefits (including HK Perquisites)
hereunder, Executive shall have borne the burden of solely the amount of the retained
hypothetical tax with the burden for all other taxes, assessments or payments in excess
thereof remitted to any applicable governmental or taxing authority being borne and paid by
the Company (including those attributable to any such payments so made by the Company on
Executive’s behalf hereunder).




Executive will be responsible and liable for the submission of Host and Home Location tax
returns. To assist Executive in this regard, the Company will designate a tax return
preparer and pay for the preparation of required tax returns and tax equalization settlement
calculations for Executive for all tax years affected by the expatriate assignment. For
purposes of the Company’s tax equalization policy, Executive agrees to either personally
provide the Company with a copy of Executive’s completed tax returns applicable to the years
affected by Executive’s expatriate assignment or allow the tax return preparer to provide
this information directly to the Company for Executive. The Company recommends that
Executive consult such tax return preparer prior to his departure to discuss the provision
of tax equalization services and to confirm his understanding of such provision. Such
payments and provisions for Executive’s tax return preparation together with certain other
benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”




Tax Equalization. The Company believes that an employee accepting an expatriate
assignment should neither gain nor lose economically (tax equalization) from an income or
social security taxation standpoint.  It is the Company’s intention that an expatriate
assignment be tax neutral to the employee.  Therefore, except for those tax gross-up
payments required to be made by the Company to or for the benefit of Executive hereunder,
Executive will generally be held responsible, during the expatriate assignment, for no more
and no less than total income and social security taxes that he would have incurred
(exclusive of his receipt of the HK Perquisites) had he not accepted an expatriate
assignment and remained working in the Home Location.  Thus Executive shall receive all
assignment allowances such as housing, transportation, cost of living, education, tax
reimbursement and other expatriate allowances on a tax-free basis.




The terms, conditions, allowances, and other expatriate policies and procedures of the
Company will apply to you and those dependents who will reside with you in the Host
Location.  A copy of Herbalife’s “Policies and Procedures for Expatriate Assignments” along
with the “Tax Equalization Policy” has been provided to you for your review.




Tax Gross Up Payments. In the event that either (i) any HK Perquisite that is or
may be paid or provided to or in respect of Executive by the Company or any affiliated
Company pursuant to this Agreement (“Covered Payments”), results in any income or other tax
liability or obligation imposed upon Executive (each a “Reimbursable Tax”) or (ii) any
amount or benefit that may be paid or provided to or in respect of Executive by the Company
or any affiliated company, whether pursuant to this Agreement or otherwise (also
collectively “Covered Payments”), is or may become subject to the tax imposed under Section
4999 of the Internal Revenue Code of 1986, as amended (or any successor provision) (“Excise
Tax”), the Company shall pay to Executive a “Reimbursement Amount” defined as an amount
which, when added to the Covered Payments and after taking into account any federal, state
or local tax resulting from the Covered Payment and the Reimbursement Amount, will provide
Executive with after tax receipts equal to the amount that Executive would have earned and
received had no Reimbursable Tax or Excise Tax been imposed on the applicable Covered
Payments.




All payments made under this Agreement will be made in compliance with Section 409A (“Section
“409A”) of the Internal Revenue Code of 1986, as amended (or any successor provision), and the
parties hereto agree that this Agreement will be amended prior to December 31, 2008, such that
it will be in compliance with Section 409A. To the extent that the Company enters into any
agreement with the Company’s Chief Financial Officer and General Counsel (the “Comparable
Executives”) prior to December 31, 2008, pursuant to which the Company agrees to provide such
Comparable Executives indemnification under Section 409A, the Company shall provide Executive
similar indemnification.




A guide to what will be tax equalized and what will be grossed up is attached hereto as Annex
A.




Club Use. Company shall reimburse Executive up to $13,200 USD/ year for one family
club membership for Executive and his family members upon proper substantiation.
Additionally, Company shall reimburse Executive for any customary and reasonable business
expenses related to entertaining at such club in keeping with Company policy. Such payments
or reimbursements pertaining to such club membership together with certain other benefits
provided to Executive hereunder is also herein referred to as a “HK Perquisite.”




One-Time Relocation, Family Relocation and Return Expenses. The Company shall provide
and pay for the following expenses and/or services as they relate to and are used in
connection with each of (i) the Relocation of each of Executive and Executive’s family members
and (ii) the Return of each of Executive and Executive’s family members:




	 	•	 	A local relocation service to assist Executive and his family members with
settling in Hong Kong upon the Family Relocation. This service shall include
assistance with applicable visas, transportation, apartment or house hunting, school
enrollment for Executive’s children, and other required services to ease the
transition.






	 	•	 	Business class airfare for each of the Relocation and the Family Relocation, as
well as the Return of each of Executive and his family members to the Home Location.






	 	•	 	Transportation of household goods upon the Family Relocation and the Return of
each of Executive’s family members to the Home Location.






	 	•	 	One-time settling allowance of $10,000 USD for repurchase of local appliances,
daily use items to set up household upon the Family Relocation which amount shall be
payable within 30 days of Executive’s family’s Relocation. Such provision shall not
apply for and with respect to the Return of Executive and his dependent family
members to the Home Location.






	 	•	 	Storage of household goods if required throughout the period of Executive’s family
member’s Relocation to Hong Kong.






Other Benefits. Additionally, Executive shall receive all other benefits that those
Company executives that are similarly situated to Executive (i.e., Band 3 executives)
currently receive.




	4.	 	Termination Payment. Although nothing in this Section 4 shall be construed to alter
the at-will nature of employment as set forth in Section 1 above, if Executive’s employment is
terminated either (i) by the Company without “Cause” (as hereinafter defined) at any time,
(ii) by the Company or by Executive within three (3) months prior to or within six (6) months
following a “Change of Control” (as hereinafter defined), or (iii) by Executive for “Good
Reason” (as hereinafter defined), Executive will be paid a lump sum amount equal to two times
Executive’s then-current annual salary (the “Salary Severance”), in addition to all other
accrued entitlements such as unpaid salary up to the date of termination and accrued vacation,
if any. If Executive is terminated by the Company without Cause or due to a Change in Control
or Executive’s death, disability or retirement or resigns for Good Reason, the Company will
relocate Executive and his family members to the Home Location in the manner contemplated
under Section 3 of this Agreement and provide Executive with outplacement services for up to
six months by a provider selected and paid for by the Company in an amount not to exceed
$20,000; Executive shall not be entitled to cash in lieu of outplacement services. If
Executive is terminated by the Company without Cause, due to a Change in Control, resigns for
Good Reason, retires, dies or resigns as a result of a disability, Executive will be entitled
to receive a pro rata bonus payment, at such time bonuses are paid to the Company’s other
senior executives, based on the number of months worked in the applicable fiscal year of the
Company (the “Bonus Severance”). Upon any termination of Executive’s employment with the
Company hereunder, Executive shall have no duty to mitigate. As a precondition to the
Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus,
Executive agrees to execute and deliver to the Company a fully effective general release in
the form attached to this Agreement as Attachment “C.” Company shall pay Executive the Salary
Severance on the date which is the later of ten days after the date on which it receives the
signed release or six months after the date of separation from service, and the Company shall
pay the Bonus Severance on the date which is the later of ten days after the date on which it
receives the signed release, the date on which Company pays bonuses to Company’s senior
executives for the applicable year, or the date that is six months after the date of
separation from service. Executive understands and agrees that Executive shall not be
entitled to any other severance benefit not set forth in this Agreement, and accordingly
Executive expressly acknowledges that the Company will not be obligated to make 401(k)
contributions following the termination of Executive’s employment.






In the event that Executive and/or his dependent family members is or are qualified for and
elect COBRA coverage under the Company’s health plans after a termination without Cause, or
due to a Change in Control or a resignation for Good Reason, the Company will continue to pay
its share of the cost of premiums under such plans until Executive is reemployed, or for a
period of two years, whichever occurs first. Upon a termination for Cause or Executive’s
resignation without Good Reason (other than due to death, disability or retirement, except as
set forth in this Section 4 and/or one or more separate written agreements between Company and
Executive, all unearned compensation, benefits and unvested options shall be forfeited.




If Executive is terminated by the Company without Cause or due to a Change in Control or
resigns for Good Reason and on the effective date of such termination, Executive is subject to
a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the
Company determines, upon the advice of legal counsel, that on the effective date of such
termination Executive may not to trade in the Company’s common shares due to Executive’s
possession of material non-public information, in each case, which restriction or prohibition
continues for a period of at least twenty consecutive calendar days, Executive will be paid an
additional lump sum amount equal to $125,000 (the “Blackout Period Severance”). Company shall
pay Executive the Blackout Period Severance on the same date that the Salary Severance is
paid.




For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s
services in the event of any of the following acts or circumstances: (i) Executive’s
conviction of a felony or entering a plea of guilty or nolo contendere to any crime
constituting a felony (other than a traffic violation or by reason of vicarious liability);
(ii) Executive’s substantial and repeated failure to attempt to perform Executive’s lawful
duties as contemplated in Section 2 of this Agreement, except during periods of physical or
mental incapacity; (iii) Executive’s gross negligence or willful misconduct with respect to
any material aspect of the business of the Company or any of its affiliates, which gross
negligence or willful misconduct has a material and demonstrable adverse effect on the
Company; (iv) Executive’s material violation of a Company policy resulting in a material and
demonstrable adverse effect to the Company or an affiliate, including but not limited to a
violation of the Company’s Code of Business Conduct and Ethics; or (v) Executive’s material
breach of this Agreement or material breach of any other written agreement between Executive
and the Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any
agreement with respect to Executive’s stock and/or stock options of any of the Company’s
affiliates); provided, however, that Executive shall not be deemed to have been terminated for
Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such breach is not
fully corrected prior to the expiration of the thirty (30) calendar day period following
delivery to Executive of the Company’s written notice of its intention to terminate his
employment for Cause describing the basis therefore in reasonable detail.




Executive will be deemed to have “Good Reason” to resign his employment with the Company
hereunder if Executive terminates his employment because of (i) a material diminution of
Executive’s duties as Managing Director, Asia-Pacific Region, (ii) a change in Executive’s
primary business location from either the Home Location or the Host Location, (iii) the
failure by any successor of the Company to assume in writing the Company’s obligations under
this Agreement, (iv) the breach by the Company in any respect of any of its obligations under
this Agreement, and, in any such case (but only if correction or cure is possible), the
failure by the Company to correct or cure the circumstance or breach on which such resignation
is based within 30 days after receiving notice from Executive describing such circumstance or
breach in reasonable detail, or (v) the imposition by the Company of a requirement that
Executive report to a person other than the President and Chief Operating Officer of the
Company. Executive shall not have a Good Reason to resign if the Company suspends Executive
due to an indictment of Executive on felony charges, provided that the Company continues to
pay Executive’s salary and benefits.




For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the
following events: (i) any “person” or “group” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”))
becomes the “beneficial owner” (as defined in Rules 13d-3 or 13d-5 of the Securities Exchange
Act), directly or indirectly, of either the voting securities or total securities of any one
or more of the Company or any direct or indirect parent company of the Company (each a “Target
Company”), representing more than fifty percent (50%) or more of either the voting power or
total equity represented by the Company’s or such Target Company’s then outstanding voting or
other securities; (ii) the consummation of the sale, transfer, lease, or other disposition by
the Company or any Target Company of all or substantially all of its assets in a single
transaction or in a series of related transactions; or (iii) the consummation of a merger,
liquidation, joint venture, combination, consolidation, recapitalization, or other
reorganization transaction involving the Company or any Target Company, other than any such
transaction which would result in the voting securities of the Company or such Target Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or its parent) more than
fifty percent (50%) of the total voting power represented by the voting securities of the
Company, such Target Company or such surviving entity or joint venture outstanding immediately
after such transaction.




	5.	 	Confidential and Proprietary Information.






	 	(a)	 	The parties agree and acknowledge that during the course of Executive’s employment,
Executive will be given and will have access to and be exposed to trade secrets and
confidential information in written, oral, electronic and other forms regarding the
Company and its affiliates (which includes but is not limited to all of its business
units, divisions and affiliates) and their business, equipment, products and employees,
including, without limitation: the identities of the Company’s and its affiliates’
distributors and customers and potential distributors and customers (hereinafter referred
to collectively as “DISTRIBUTORS”), including, without limitation, the identity of
Distributors that Executive cultivates or maintains while providing services at the
Company or any of its affiliates using the Company’s or any of its affiliates’ products,
name and infrastructure, and the identities of contact persons with respect to those
Distributors; the particular preferences, likes, dislikes and needs of those Distributors
and contact persons with respect to product types, pricing, sales calls, timing, sales
terms, rental terms, lease terms, service plans, and other marketing terms and
techniques; the Company’s and its affiliates’ business methods, practices, strategies,
forecasts, pricing, and marketing techniques; the identities of the Company’s and its
affiliates’ licensors, vendors and other suppliers and the identities of the Company’s
and its affiliates’ contact persons at such licensors, vendors and other suppliers; the
identities of the Company’s and its affiliates’ key sales representatives and personnel
and other employees; advertising and sales materials; research, computer software and
related materials; and other facts and financial and other business information
concerning or relating to the Company or any of its affiliates and their business,
operations, financial condition, results of operations and prospects. Executive
expressly agrees to use such trade secrets and confidential information only for purposes
of carrying out his duties for the Company and its affiliates as he deems appropriate in
his good faith judgment, and not for any other purpose, including, without limitation,
not in any way or for any purpose detrimental to the Company or any of its affiliates.
Executive shall not at any time, either during the course of his employment hereunder or
after the termination of such employment, use for himself or others, directly or
indirectly, any such trade secrets or confidential information, and, except either as
required by law, Executive shall not disclose such trade secrets or confidential
information, directly or indirectly, to any other person or entity. Information will not
be deemed confidential under this Agreement to the extent that it is (x) known publicly
or in the industry generally or (ii) is obtained (or can be obtained) from a public
source or any source other than the Company and its affiliates that is not known to be
under any obligation of confidentiality to the Company.






	 	(b)	 	All physical property and all notes, memoranda, files, records, writings, documents
and other materials of any and every nature, written or electronic, which Executive shall
prepare or receive in the course of his employment with the Company and which relate to
or are useful in any manner to the business now or hereafter conducted by the Company or
any of its affiliates are and shall remain the sole and exclusive property of the Company
and its affiliates, as applicable. Executive shall not remove from the Company’s
premises any such physical property, the original or any reproduction of any such
materials nor the information contained therein except for the purposes of carrying out
his duties to the Company or any of its affiliates and all such property (except for any
items of personal property not owned by the Company or any of its affiliates), materials
and information in his possession or under his custody or control upon the termination of
his employment (other than such materials received by Executive solely in his capacity as
a shareholder) or at any other time upon request by the Company shall be immediately
turned over to the Company and its affiliates, as applicable.






	 	(c)	 	All inventions, improvements, trade secrets, reports, manuals, computer programs,
tapes and other ideas and materials developed or invented by Executive during the period
of his employment, either solely or in collaboration with others, which relate to the
actual or anticipated business or research of the Company or any of its affiliates which
result from or are suggested by any work Executive may do for the Company or any of its
affiliates or which result from use of the Company’s or any of its affiliates’ premises
or property (collectively, the “DEVELOPMENTS”) shall be the sole and exclusive property
of the Company and its affiliates, as applicable. Executive assigns and transfers to the
Company his entire right and interest in any such Development, and Executive shall
execute and deliver any and all documents and shall do and perform any and all other acts
and things necessary or desirable in connection therewith that the Company or any of its
affiliates may reasonably request, it being agreed that the preparation of any such
documents shall be at the Company’s expense.






	 	(d)	 	Following the termination of Executive’s employment, Executive will reasonably
cooperate with the Company (at the Company’s expense, if Executive reasonably incurs any
out-of-pocket costs with respect thereto) in any defense of any legal, administrative or
other action in which the Company or any of its affiliates or any of their Distributors
or other business relations are a party or are otherwise involved, so long as any such
matter was related to Executive’s duties and activities conducted on behalf of the
Company or its Subsidiaries.






	 	(e)	 	The provisions of this Section 5 and Section 6 shall survive any termination of
this Agreement and termination of Executive’s employment with the Company and shall
continue in effect during Executive’s employment and for a period of twenty-four (24)
months immediately thereafter.






	6.	 	Non-Solicitation. Executive acknowledges that in the course of his employment with
the Company he will become familiar with the Company’s and its affiliates’ trade secrets and
other confidential information concerning the Company and its affiliates. Accordingly,
Executive agrees that, during the Executive’s employment and for a period of twenty-four (24)
months immediately thereafter (the “NONSOLICITATION PERIOD”), he will not directly or
indirectly or through another entity (i) induce or attempt to induce any employee or
Distributor of the Company or any of its affiliates to leave the employment of, or cease to
maintain its distributor relationship with, the Company or such affiliate, or in any way
interfere with the relationship between the Company or any such affiliate and any employee or
Distributor thereof, (ii) hire any person who was an employee of the Company or any of its
affiliates at any time within six months prior to the date of any solicitation by Executive or
enter into a distributor relationship with any person or entity who was a Distributor of the
Company or any of its affiliates at any time during the Nonsolicitation Period, (iii) induce
or attempt to induce any Distributor, supplier, licensor, licensee or other business relation
of the Company or any of its affiliates to cease doing business with the Company or such
affiliate, or in any way interfere with the relationship between such Distributor, supplier,
licensor, licensee or business relation and the Company or any of its affiliates or (iv) use
any trade secrets or other confidential information of the Company or any of its affiliates to
directly or indirectly participate in any means or manner in any competitive business,
wherever located.






	7.	 	Injunctive Relief. Executive and the Company (a) intend that the provisions of
Sections 5 and 6 be and become valid and enforceable, (b) acknowledge and agree that the
provisions of Sections 5 and 6 are reasonable and necessary to protect the legitimate
interests of the business of the Company and its affiliates and (c) agree that any violation
of Section 5 or 6 will result in irreparable injury to the Company and its affiliates, the
exact amount of which will be difficult to ascertain and the remedies at law for which will
not be reasonable or adequate compensation to the Company and its affiliates for such a
violation. Accordingly, Executive agrees that if Executive violates or threatens to violate
the provisions of Section 5 or 6, in addition to any other remedy which may be available at
law or in equity, the Company shall be entitled to seek specific performance and injunctive
relief, without posting bond or other security, and without the necessity of proving actual
damages. In addition, in the event of a violation by Executive of Section 5 or 6 of this
Agreement, the Nonsolicitation Period will be tolled until such violation has been duly cured.
If, at the time of enforcement of Sections 5 or 6 of this Agreement, a court holds that the
restrictions stated therein are unreasonable under circumstances then existing, the parties
hereto agree that the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area.






	8.	 	Assignment; Successors and Assigns. Executive agrees that he shall not assign, sell,
transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, any rights
or obligations under this Agreement, nor shall Executive’s rights hereunder be subject to
encumbrance of the claims of creditors. This Agreement may be assigned by the Company without
the consent of Executive to (a) any entity succeeding to all or substantially all of the
assets or business of the Company, whether by merger, consolidation, acquisition or otherwise
(upon which entity this Agreement shall be binding) or (b) any affiliate of the Company;
provided, however, that in neither case shall the Company be released form its obligations
hereunder, nor shall any assignment to any affiliate lessen the Executive’s rights with
respect to his position, duties, responsibilities, or authority with respect to the Company.






	9.	 	Governing Law; Jurisdiction and Venue. This Agreement shall be governed, construed,
interpreted and enforced in accordance with the laws of the State of California without regard
to the conflicts of law principles thereof. Suit to enforce this Agreement or any provision
or portion thereof may be brought in the federal or state courts located in California.






	10.	 	Severability of Provisions. In the event that any provision of this Agreement should
ever be adjudicated by a court of competent jurisdiction to be unenforceable, then such
provision shall be deemed reformed to the maximum extent permitted by applicable law, and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of any other provision of this Agreement.






	11.	 	Warranty. As an inducement to the Company to enter into this Agreement, Executive
represents and warrants that he is not a party to any other agreement or obligation for
personal services, and that there exists no impediment or restraint, contractual or otherwise,
on his power, right or ability to enter into this Agreement and to perform his duties and
obligations hereunder.






	12.	 	Entire Agreement. The terms of this Agreement and any other agreement, document or
plan expressly referenced herein are intended by the parties to be the final expression of
their agreement with respect to the subject matter hereof and this Agreement supersedes (and
may not be contradicted by, modified or supplemented by) any prior or contemporaneous
agreement, written or oral, with respect thereto. The parties further intend that this
Agreement shall constitute the complete and exclusive statement of its terms and that no
extrinsic evidence whatsoever may be introduced in any judicial, administrative or other legal
proceeding to vary the terms of this Agreement.






	13.	 	Amendments; Waivers. This Agreement may not be modified, amended, or terminated
except by an instrument in writing, signed by Executive and a duly authorized representative
of the Company. No waiver of any of the provisions of this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be construed as a further,
continuing or subsequent waiver of any such provision or as a waiver of any other provision of
this Agreement. No failure to exercise and no delay in exercising any right, remedy or power
hereunder shall preclude any other or further exercise of any other right, remedy or power
provided herein or by law or in equity.






	14.	 	Indemnity. The Company shall indemnify Executive to the fullest extent permitted by
applicable law as more fully described in the Indemnification Agreement currently existing
between the Company and Executive; in the event that California law is deemed to apply and to
permit the Company to provide more indemnification to Executive for the matters described in
the Indemnification Agreement, the Company agrees to provide such indemnification to the
fullest extent permitted under California law.






	15.	 	Notices. All notices and other communications hereunder will be in writing and will
be given by hand delivery to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:






If to Executive:




Paul Noack




2816 Sandhurst Avenue




Thousand Oaks, CA 91362




With a copy to:




Greenberg Traurig. LLP




3290 Northside Parkway




Suite 400




Atlanta, Georgia 30327




Attention: Joel A. Katz




If to the Company:




Herbalife International of America, Inc.




1800 Century Park East




Los Angeles, California 90067




Attention: General Counsel



or to such other address as either party will have furnished to the other in writing. All notices
and communications shall be deemed to have been duly given and received: (a) on the date of
receipt, if delivered by hand; (b) five (5) business days after being sent by first class certified
mail, return receipt requested, postage prepaid (and if applicable, by required international US
mail service); or (c) two (2) business day after sending by an internationally recognized next-day
delivery service designated for priority overnight delivery with all delivery fees prepaid and with
confirmation of receipt. As used herein, the term “business day” means any day that is not
Saturday, Sunday or legal holiday in the State of California.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first
above written.



EXECUTIVE,



By: /s/ Paul Noack



Name: PAUL NOACK



Date: December 18, 2007



HERBALIFE INTERNATIONAL OF AMERICA, INC.



By: /s/Greg Probert

Name: GREG PROBERT

Title: PRESIDENT, CHIEF OPERATING OFFICER




Date:



1




ATTACHMENT “A”




Tax Equalization and Gross Up Chart




2




ATTACHMENT “B”




Agreement and General Release




Agreement and General Release (“AGREEMENT”), by and among PAUL NOACK (“EXECUTIVE” and
referred to herein as “you”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation
(the “COMPANY”).



1. In exchange for your waiver of claims against the Company Entities (as defined
below) and compliance with other terms and conditions of this Agreement, upon the effectiveness of
this Agreement, the Company agrees to provide you with the payments and benefits provided in
Section 4 of your Employment Agreement with the Company.



2. (a) In consideration for the payments and benefits to be provided to you pursuant
to paragraph 1 above, you, for yourself and for your heirs, executors, administrators, trustees,
legal representatives, and assigns (hereinafter referred to collectively as “EXECUTIVE RELEASORS”),
FOREVER RELEASE AND DISCHARGE the Company and its past, present and future parent entities,
subsidiaries, divisions, affiliates and related business entities, successors and assigns, assets,
employee benefit plans or funds, and any of its or their respective past, present and/or future
directors, officers, fiduciaries, agents, trustees, administrators, employees and assigns, whether
acting on behalf of the Company or in their individual capacities (collectively the “COMPANY
ENTITIES”) from any and all claims, suits, demands, causes of action, covenants, obligations,
debts, costs, expenses, fees and liabilities of any kind whatsoever in law or equity, by statute or
otherwise, whether known or unknown, vested or contingent, suspected or unsuspected and whether or
not concealed or hidden (collectively, the “CLAIMS”), which you ever had, now have, or may have
against any of the Company Entities by reason of any act, omission, transaction, practice, plan,
policy, procedure, conduct, occurrence, or other matter related in any way to your employment by
(including, but not limited to, termination thereof) the Company Entities up to and including the
date on which you sign this Agreement, except as provided in subsection 2(c) below.



(b) Without limiting the generality of the foregoing, this Agreement is intended to and shall
release the Company Entities from any and all claims, whether known or unknown, which Releasors
ever had, now have, or may have against the Companies Entities arising out of your employment or
termination thereof, including, but not limited to: (i) any claim under the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the
Employee Retirement Income Security Act of 1974,(excluding claims for accrued, vested benefits
under any employee benefit or pension plan of the Company Entities subject to the terms and
conditions of such plan and applicable law), the Family and Medical Leave Act, the Worker
Adjustment and Retraining Notification Act of 1988, or the Fair Labor Standards Act of 1938, in
each case as amended; (ii) any claim under the California Fair Employment and Housing Act, the
California Labor Code, the California Family Rights Act, or the California pregnancy Disability
Leave Law; (iii) any other claim (whether based on federal, state, or local law (statutory or
decisional), rule, regulation or ordinance) relating to or arising out of your employment, the
terms and conditions of such employment, the termination of such employment, including, but not
limited to, breach of contract (express or implied), wrongful discharge, detrimental reliance,
defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for
attorneys’ fees, costs, disbursements and/or the like.



(c) Notwithstanding the foregoing, nothing in this Agreement shall be a waiver of claims: (1)
that may arise after the date on which you sign this Agreement; (2) with respect to your right to
enforce your rights that survive termination under the Employment Agreement or any other written
agreement entered into between you and the Company (including, without limitation, any agreements
granting you any stock units, stock appreciation rights, stock options or any other equity grants
or equivalents); (3) regarding rights of indemnification, receipt of legal fees and directors and
officers liability insurance to which you are entitled under the Employment Agreement, the
Company’s Certificate of Incorporation or By-laws, pursuant to any separate writing between you and
the Company or pursuant to applicable law; (4) relating to any claims for accrued, vested benefits
under any employee benefit plan or pension plan of the Company Entities subject to the terms and
conditions of such plan and applicable law; or (5) as a stockholder or optionholder of the Company.



(d) In signing this Agreement, you acknowledge that you intend that this Agreement shall be
effective as a bar to each and every one of the Claims hereinabove mentioned or implied. You
expressly consent that this Agreement shall be given full force and effect according to each and
all of its express terms and provisions, including those relating to unknown, unsuspected or
unanticipated Claims (notwithstanding any state statute that expressly limits the effectiveness of
a general release of unknown, unsuspected or unanticipated Claims), if any, as well as those
relating to any other claims hereinabove mentioned or implied. You acknowledge and agree that this
waiver is an essential and material term of this Agreement, and if you bring your own Claim in
which you seek damages against any Company Entity, or if you seek to recover against any Company
Entity in any Claim brought by a governmental agency on your behalf, the release set forth in this
Agreement shall serve as a complete defense to such Claims, and you shall reimburse each Company
entity for any attorneys’ fees or expense or other fees and expense incurred in defending such
Claim; provided, however, if a class action claim or governmental claim is brought on your behalf,
your obligations will be limited to (i) opting out of such action or other proceedings received in
connection therewith to the Company, it being agreed that you shall not be liable to the Company
for any attorneys’ fees or expense or other fees or expenses in the case of any such class action
claim or governmental claim.



(f) Without limiting the generality of the foregoing, you waive all rights under California
Civil Code Section 1542, which provides:



A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.



3. (a) This Agreement is not intended, and shall not be construed, as an admission that any of the
Company Entities has violated any federal, state or local law (statutory or decisional), ordinance
or regulation, breached any contract or committed any wrong whatsoever against you.



(b) Should any provision of this Agreement require interpretation or construction, it is
agreed by the parties that the entity interpreting or constructing this Agreement shall not apply a
presumption against one party by reason of the rule of construction that a document is to be
construed more strictly against the party who prepared the document.



4. For two years from and after the date of your employment termination, you agree not to make any
derogatory, negative or disparaging public statement about any Company Entity, or to make any
public statement (or any statement likely to become public) that could reasonably be expected to
adversely affect or disparage the reputation, or, to the extent applicable, business or goodwill of
any Company Entity, it being agreed and understood that nothing herein shall prohibit you (a) from
disclosing that you are no longer employed by the Company, (b) from responding truthfully to any
governmental investigation or inquiry related thereto, whether by the Securities and Exchange
Commission or other governmental entity or any other law, subpoena, court order or other compulsory
legal process or any disclosure requirement of the Securities and Exchange Commission, or (c) from
making traditional competitive statements in the course of promoting a competing business, so long
as any statements made by you described in this clause (c) are not based on confidential
information obtained during the course of your employment with the Company. The Company agrees
that it will not make any derogatory, negative or disparaging public statement about you in an
authorized press release or authorized public announcement.



5. This Agreement is binding upon, and shall inure to the benefit of, the parties and their
respective heirs, executors, administrators, successors and assigns.



6. This Agreement shall be construed and enforced in accordance with the laws of the State of
California applicable to agreements made and to be performed entirely within such State.



7. You acknowledge that your obligations pursuant to Sections 5, 6 and 7 of the Employment
Agreement survive the termination of your employment in accordance with the terms thereof. The
Company acknowledges that its obligations under Sections 3, 4, 8 and 14 of the Employment Agreement
survive the termination of your employment in accordance with the terms thereof.



8. You acknowledge that you: (a) have carefully read this Agreement in its entirety; (b) have had
an opportunity to consider for at least twenty-one (21) days the terms of this Agreement; (c) are
hereby advised by the Company in writing to consult with an attorney of your choice in connection
with this Agreement; (d) fully understand the significance of all of the terms and conditions of
this Agreement and have discussed them with your independent legal counsel, or have had a
reasonable opportunity to do so; (e) have had answered to your satisfaction by your independent
legal counsel any questions you have asked with regard to the meaning and significance of any of
the provisions of this Agreement; and (f) are signing this Agreement voluntarily and of your own
free will and agree to abide by all the terms and conditions contained herein.



9. You understand that you will have at least twenty-one (21) days from the date of receipt of this
Agreement to consider the terms and conditions of this Agreement. You may accept this Agreement by
signing it and returning it to the Company’s President and Chief Operating Officer at the address
specified pursuant to Section 15 of the Employment Agreement. After executing this Agreement, you
shall have seven (7) days (the “REVOCATION PERIOD”) to revoke this Agreement by indicating your
desire to do so in writing delivered to the President and Chief Operating Officer at the address
above by no later than 5:00 p.m. on the seventh (7th) day after the date you sign this Agreement.
The effective date of this Agreement shall be the eighth (8th) day after you sign the Agreement
(the “AGREEMENT EFFECTIVE DATE”). If the last day of the Revocation Period falls on a Saturday,
Sunday or holiday, the last day of the Revocation Period will be deemed to be the next business
day. In the event you do not accept this Agreement as set forth above, or in the event you revoke
this Agreement during the Revocation Period, this Agreement, including but not limited to the
obligation of the Company to provide the payments and benefits provided in paragraph 1 above, shall
be deemed automatically null and void.



3



EXECUTIVE



By:      



Paul Noack



HERBALIFE INTERNATIONAL OF AMERICA, INC.



     


By:      


Name:      


Title:      




4