Exhibit 10.57


 


AMENDMENT
AGREEMENT


 


This AMENDMENT AGREEMENT (the “Amendment Agreement”)
is made as of May 15, 2005, by and among Michael O. Johnson (“Executive”),
Herbalife International, Inc., and Herbalife International of America, Inc.


 


WITNESSETH


 


WHEREAS, the parties have previously entered
into that certain Employment Agreement, dated as of April 3, 2003 (the “Employment
Agreement”); and


 


WHEREAS, the parties now wish to modify the
basis upon which Executive’s annual performance bonus, if any, is determined
from EBITDA to net income.


 


NOW, THEREFORE, in consideration of the
mutual agreements contained herein and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged the
parties hereby amend Annex A of the Employment Agreement so that it reads in
its entirety as follows:


 


“Annex A


 


Bonus
Targets and Target Bonus Amounts


 


For the year ended December 31, 2005 and each subsequent year
during the Term, Executive shall be entitled to a bonus, if earned, in an amount
equal to the sum of (y) the Net Income Bonus, if any, and (z) the Alternative
Performance Target (“APT”) bonus, if any . 
Executive shall have earned a bonus based upon the level of achievement
by Herbalife Ltd. of net income and the APT Target (as hereinafter defined), as
determined based on the audited financial statements of Herbalife Ltd. and its
consolidated subsidiaries for the relevant fiscal year, in the percentages set
forth on the following table.  For the
purposes of the APT bonus, “APT Target” shall mean one or more alternative
metrics (i.e. other than Net Income) set annually by the Board (upon the
recommendation of the Board of Directors of the Company’s ultimate parent
entity) after consultation with Executive, and determined by reference to an
annual plan (the “Plan”) approved by the Board (upon the recommendation of the
Board of Directors of the Company’s ultimate parent entity) for the relevant
fiscal year.  The Board shall deliver
written notice to Executive of the APT Target no later than January 31 of
the relevant fiscal year.


 





















 


	
   

  	
   

  	
  (A)

  	
   

  	
  (B)

  	
   

  	
  (C)

  	
   

  
	
  If the

  Company

  achieves this

  percentage of

  Net Income as

  set forth in the

  Plan...

  	
   

  	
  ...Executive

  shall be

  awarded a Net

  Income Bonus

  equal to the

  product of

  Executives

  Base Salary

  and this

  factor:

  	
   

  	
  If the

  Company

  achieves this

  percentage of

  the Alternative

  Performance

  Target as

  determined by

  reference to

  the Plan...

  	
   

  	
  ...Executive

  shall be

  awarded an

  Alternative

  Performance

  Bonus equal to

  the product of

  Executive’s

  Base Salary

  and this

  factor:

  	
   

  
	
  Greater than
  or equal to 114.6%

  	
   

  	
  1.5

  	
   

  	
  Greater than or equal to 114.6%

  	
   

  	
  0.5

  	
   

  
	
  Greater than
  or equal to 107.3% and less than 114.6%

  	
   

  	
  1.13125

  	
   

  	
  Greater than or equal to 107.3% and less
  than 114.6%

  	
   

  	
  0.4375

  	
   

  
	
  Greater than
  or equal to 100% and less than 107.3%

  	
   

  	
  1.125

  	
   

  	
  Greater than or equal to 100% and less than
  107.3%

  	
   

  	
  0.375

  	
   

  
	
  Greater than
  or equal to 95% and less than 100%

  	
   

  	
  0.84375

  	
   

  	
  Greater than or equal to 95% and less than
  100%

  	
   

  	
  0.28125

  	
   

  
	
  Greater than
  or equal to 90% and less than 95%

  	
   

  	
  0.5625

  	
   

  	
  Greater than or equal to 90% and less than
  95%

  	
   

  	
  0.1875

  	
   

  
	
  Greater than
  or equal to 85% and less than 90%

  	
   

  	
  0.42225

  	
   

  	
  Greater than or equal to 85% and less than
  90%

  	
   

  	
  0.14075

  	
   

  
	
  Greater than
  or equal to 80% and less than 85%

  	
   

  	
  0.28125

  	
   

  	
  Greater than or equal to 80% and less than
  85%

  	
   

  	
  0.09375

  	
   

  
	
  Less than
  80%

  	
   

  	
  -0-

  	
   

  	
  Less than 80%

  	
   

  	
  -0-

  	
   

  



 





















 


Notwithstanding any provision in this Agreement to the contrary (y) in
no event shall the bonus earned by Executive for any calendar year (including
2005) be greater than 200% of Executive’s Base Salary, and (z) seventy-five
percent (75%) of the Executive’s overall annual bonus potential shall be
attributable to the Net Income Bonus, and twenty-five percent (25%) of the
Executive’s overall bonus potential shall be attributable to the Alternative
Performance Bonus.”


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be executed as of the date first-above written.


 


HERBALIFE INTERNATIONAL, INC


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HERBALIFE INTERNATIONAL OF AMERICA, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  MICHAEL O. JOHNSON.