EX-10.14





 Exhibit 10.14 

EMPLOYMENT AGREEMENT 

Mark Gelbert 
 This
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 9, 2017, by and among The Nature’s Bounty Co., a Delaware corporation (the “Company”), Clover Acquisition Holdings Inc., a Delaware
corporation (“Holdings”) and Mark Gelbert (“Executive”, and, together with the Company and Holdings, collectively, the “Parties”). 

WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and
conditions set forth in this Agreement; and 
 WHEREAS, Executive acknowledges that (i) Executive’s employment with the
Company will provide Executive with trade secrets of, and confidential information concerning, Clover Parent Holdings GP LLC (“Parent”) and its subsidiaries (collectively, the “Company Group”) and
(ii) the covenants contained in this Agreement are essential to protect the business and goodwill of the Company Group. 
 NOW,
THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Parties hereby agree as follows: 
 1. Employment
and Term. The Company hereby agrees to employ Executive, and Executive hereby accepts such employment commencing on October 16, 2017 (the “Effective Date”), on the terms and conditions set forth herein until such
time as either the Company or Executive terminates such employment, subject to and in accordance with the provisions of Section 5 of this Agreement (the “Term”). Upon Executive’s termination of employment with the Company
for any reason, Executive shall immediately resign all positions and directorships, if any, with the Company Group. 
 2. Position and Duties. 

a. Position. During the Term, Executive shall serve as the Company’s Chief Scientific Officer, reporting to the Company’s
Chief Executive Officer. If requested by the Board of Directors of Holdings (the “Board”), Executive shall serve as an officer or director of any member of the Company Group, in each case without additional compensation. 

b. Duties. Executive shall have the powers, authorities, and duties of management usually vested in the office of chief scientific
officer of an entity of a similar size and nature to the Company. Executive shall devote Executive’s full business time and attention to the performance of Executive’s duties hereunder and shall not engage in any other business, profession
or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly; provided, that, nothing herein shall preclude Executive from (i) with the prior written
consent of the Board, serving on the board of directors of other for-profit companies that do not compete with the Company Group, (ii) serving on civic or charitable boards or committees,
(iii) managing personal investments, (iv) continuing as an Adjunct Professor at Montclair State University, and (v) continuing as a member of the Rutgers University Chemistry and Chemical Biology Advisory Board, so long as all such
activities described in clauses (i) through (v) above do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement. 












 3. Compensation; Equity Participation. 

a. Base Salary. During the Term, Executive’s base salary shall be at the rate of $425,000 per annum, payable in regular
installments in accordance with the Company’s usual payroll practices. Executive’s annual base salary shall be subject to annual review for increase (but not decrease) by the Board (or a duly authorized committee of the Board) (such annual
base salary as may be increased from time to time, the “Base Salary”). 
 b. Annual Bonus. With respect to each
fiscal year of the Company ending during the Term and subject to the achievement of the applicable performance goals based on Company and individual performance, Executive shall be eligible to earn an annual bonus (the “Annual
Bonus”) under the Company’s bonus plan for senior executives, with a target bonus equal to 75% of the Base Salary (the “Target Bonus”). The applicable performance goals for the Annual Bonus shall be determined by
the Board within the first ninety (90) days of each fiscal year commencing with the fiscal year ending September 2019, and solely with respect to the fiscal year ending September 2018, shall be based on a budgeted EBITDA target established by
the Board within the first ninety (90) days after the Effective Date. The Annual Bonus, if any, earned for each fiscal year shall be paid to Executive on a date selected by the Company during the first four (4) months of the fiscal year
following the fiscal year to which any Annual Bonus relates, but not later than thirty (30) days following the date on which the Board approves the Company’s audited financial statements for the fiscal year to which any Annual Bonus
relates. 
 c. Investment. At any time prior to December 31, 2017 (and subject to Executive’s continued employment at such
time), Executive will be permitted to invest (subject to Executive becoming a party to Holdings’ Management Stockholders’ Agreement) in the equity of Holdings through the purchase of shares of common stock of Holdings at a purchase price
per share equal to the then-current fair market value of a share of Holdings common stock on the date of such purchase (such purchase of shares of common stock of Holdings, the “Investment”). The fair market value of a share of
Holdings common stock on the Effective Date is $1,000.00. 
 d. Initial Equity Grant. As soon as reasonably practicable following the
Effective Date (and subject to the Executive’s continued employment on such date), Executive shall be issued a non-qualified stock option (the “Option”) to purchase that number of shares
of common stock of Holdings that represents $3,750,000 of equity dollars at work on the grant date. The Option, and any shares acquired upon the exercise of the Option, will be subject to the terms of Holdings’ Management Stockholders’
Agreement, Holdings’ 2017 Stock Incentive Plan and an option award agreement, substantially in the form attached hereto as Exhibit A, to be entered into by Holdings and Executive and which shall evidence the issuance of the Option. 

e. Investment Equity Grant. As soon as reasonably practicable following the date during the
90-day period following the Effective Date on which Executive completes the Investment by purchasing shares of Holdings common stock or provides written notice to the Board that he does not intend to purchase
any such shares (and subject to the Executive’s continued employment on the date of such issuance), Executive shall be issued a non-qualified stock option (the “Investment Option”) to
purchase that number of shares of common stock of 
  

  
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Holdings that is equal to 1.5x times the number of shares of common stock purchased by Executive pursuant to the Investment. The Investment Option, and any shares acquired upon the exercise of
the Investment Option, will be subject to the terms of Holdings’ Management Stockholders’ Agreement, Holdings’ 2017 Stock Incentive Plan and an option award agreement, substantially in the form attached hereto as Exhibit A, to
be entered into by Holdings and Executive and which shall evidence the issuance of the Investment Option. 
 4. Employee Benefits; Vacation; Expense
Reimbursement; Indemnification. 
 a. Employee Benefits. During the Term, Executive shall be able to participate in employee
benefit plans and perquisite and fringe benefit programs of the Company on a basis no less favorable than such benefits and perquisites provided by the Company from time to time to the Company’s other senior executives. 

b. Vacation. Executive shall be eligible for twenty days of annual vacation in accordance with the Company’s vacation policy as
applicable to senior executives of the Company. 
 c. Expense Reimbursement. Executive shall be entitled to receive prompt
reimbursement for all travel and business expenses reasonably incurred and accounted for by Executive, including lodging and related expenses associated with working on site at the Company’s current headquarters, (in accordance with the
policies and procedures established from time to time by the Company) in performing services hereunder. 
 d. Indemnification; D&O
Coverage. The Company Group and their respective successors and/or assigns, will indemnify, defend and hold harmless Executive to the fullest extent permitted by the certificate of incorporation and
by-laws of Holdings, as well as terms substantially identical to the terms of any indemnification agreement with any other Board member, with respect to any claims that may be brought against Executive arising
out of any action taken or not taken in Executive’s capacity as an officer or director of any member of the Company Group. In addition, Executive shall be covered as an insured in respect of Executive’s activities as an officer, director
of any member of the Company Group by the directors and officers liability policy of the Company. The Company Group’s indemnification and insurance obligations hereunder shall remain in effect following Executive’s termination of
employment with the Company Group for any reason. 
 5. Termination of Employment. The Term and Executive’s employment hereunder may be
terminated under the following circumstances: 
 a. Death. The Term and Executive’s employment hereunder shall terminate upon
Executive’s death. Upon the termination of the Term and Executive’s employment hereunder as a result of this Section 5(a), Executive’s estate shall receive (i) any unpaid Base Salary accrued through the date of termination,
(ii) any accrued but unpaid vacation pay, (iii) any vested or accrued benefits provided for under the applicable terms of applicable Company employee benefit plans or arrangements in accordance with such terms, (iv) any unreimbursed
expenses in accordance with Section 4(c), and (v) any earned but unpaid Annual Bonus for any fiscal year preceding the fiscal year in which the termination occurs, in each case, paid to Executive within fifteen (15) days following the
date of termination (such amounts, and the applicable terms of payment, are hereafter referred to as the “Accrued Amounts”). 

  
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 b. Disability. The Company may terminate the Term and Executive’s employment
hereunder for Disability. “Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his position (with or without reasonable accommodation) for a period of 90
consecutive days or for 180 days during any 365 day period. In conjunction with determining Disability for purposes of this Agreement, Executive hereby (i) consents to any such examinations, to be performed by a qualified medical provider
selected by the Company and approved by Executive (which approval shall not be unreasonably withheld), which are relevant to a determination of whether Executive has incurred a Disability; and (ii) agrees to furnish such medical information as
may be reasonably requested. Upon any termination of the Term and Executive’s employment hereunder pursuant to this Section 5(b), Executive shall receive the Accrued Amounts. 

c. Termination for Cause; Voluntary Termination. 

At any time during the Term, (i) the Company may immediately terminate the Term and Executive’s employment hereunder for Cause by
written notice; and (ii) Executive may terminate the Term and Executive’s employment hereunder “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 5(a), 5(b) or 5(d),
respectively); provided, that Executive will be required to give the Company at least sixty (60) days’ advance written notice of any such termination. Upon the termination of the Agreement and Executive’s employment hereunder
pursuant to this Section 5(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement other than the Accrued Amounts. 

“Cause” shall mean Executive’s: (A) material misconduct, gross negligence, material violation of any written
policies of the Company Group that are applicable to Executive, or willful and deliberate non-performance of duty by Executive in connection with the business affairs of the Company Group, including the
refusal or willful failure by Executive to follow the reasonable and lawful directives of the Board; (B) commission of or entering of a plea of guilty or nolo contendere to any felony or for any misdemeanor involving moral turpitude;
(C) engagement in any other act of fraud, intentional misrepresentation or intentional dishonesty, moral turpitude, illegality or harassment which (x) materially adversely affects the business or the reputation of the Company Group with
their respective current or prospective customers, suppliers, lenders and/or other third parties with whom the Company Group does or is attempting to do business or (y) exposes the Company Group to an imminent risk of civil or criminal legal
damages, liabilities or penalties; (D) material breach of this Agreement or any other agreement to which Executive is a party with any member of the Company Group (including any breach of any restrictive covenants between the Company Group and
Executive); or (E) unlawful use (including being under the influence) or possession of illegal drugs that has the effect of injuring the interest, business or reputation of the Company Group. 

  
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 d. Termination for Good Reason or Without Cause. 

i. At any time during the Term, (A) Executive may terminate the Term and Executive’s employment hereunder for Good Reason; and
(B) the Company may terminate the Term and Executive’s employment hereunder without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 5(a), 5(b) or 5(c), respectively). Upon the termination of
the Term and Executive’s employment hereunder pursuant to this Section 5(d), Executive shall receive the Accrued Amounts. In addition, subject to Executive’s continued material compliance with the provisions of Sections 6, 7, 8 and
11(m) of this Agreement and Executive’s execution, delivery and non-revocation of an effective release of claims against the Company Group substantially in the form attached hereto as Exhibit B
(the “Release”), which Release must be executed (and not revoked) by Executive within sixty (60) days following the date of Executive’s termination (the “Release Period”), Executive shall be entitled to
(x) cash severance (the “Severance Payment”) equal to one times (1.0x) the Base Salary, which Severance Payment shall be payable in accordance with the Company’s usual payroll practices in equal installments over the
twelve (12)-month period following the date of termination, with the first such installment to be paid on the first payroll date after the release becomes effective; and (y) if Executive and any of Executive’s eligible dependents, in each case,
who participate in the Company’s medical, dental, vision and prescription drug plans as of the date of termination, timely elect COBRA coverage under such plans, the Company shall pay directly, or reimburse Executive for, a portion of such
COBRA premiums (on a monthly basis) equal to the employer portion of the premium for active employees for a period of twelve (12) months following the date of termination; provided, that if and to the extent that any benefit described in
this clause (y) is not or cannot be paid or provided under any Company plan or program without adverse tax consequences to the Company, then the Company shall pay Executive a monthly payment in an amount equal to the Company’s cost of
providing such benefit. The reimbursement of such premiums (or the monthly payment, if applicable) provided under clause (y) of this Section 5(d) shall cease to be effective as of the date Executive becomes eligible for coverage under the
medical, dental, vision and prescription drug insurance plans of a subsequent employer with respect to the corresponding benefit provided hereunder. 

ii. 409A Compliance. Notwithstanding the foregoing, to the extent required to comply with Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), if the Release Period spans two (2) calendar years, the Severance Payment shall commence on the first regularly scheduled payroll date that occurs in the second calendar year (and, the first
installment of the Severance Payment shall include all installment payments that would otherwise have been paid prior to such date). 
 iii.
Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence, without Executive’s written consent, of any of the following events: (i) a material diminution in the Base Salary
or Target Bonus; (ii) a material diminution in Executive’s authority, duties, titles, responsibilities or reporting requirements, which would cause Executive’s position to become one of lesser responsibility, importance, or scope;
provided, that a reduction in Executive’s authority, duties, titles, responsibilities or reporting requirements solely by virtue of the Company Group being acquired by, and made part of, a larger entity, whether as a subsidiary, business unit
or otherwise will not constitute “Good Reason”; (iii) the relocation of Executive’s principal place of employment to a location more than fifty (50) miles from Executive’s immediately preceding principal place of employment;
or (iv) the Company Group’s material breach of any provision of this Agreement or any other agreement to which Executive is a party with any member of the Company Group; provided, that


  
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Executive provides written notice to the Company of the existence of any such condition within sixty (60) days of the initial existence of such condition and the Company fails to remedy the
condition within thirty (30) days of receipt of such notice (the “Cure Period”); provided, further, that Executive must actually terminate employment no later than thirty (30) days following the end of such
Cure Period, if the Good Reason condition remains uncured. 
 e. Notice of Termination. Any purported termination of Executive’s
employment by the Company or by Executive shall be communicated by written notice of termination to the other Party in accordance with Section 11(e) hereof. Such notice shall indicate the specific termination provision in this Agreement being
relied upon and shall, to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. 

6. Non-Competition; Non-Solicitation; No Hire. Executive acknowledges
and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows: 
 a. Non-Competition. During Executive’s employment with the Company Group and during the “Restricted Period” (as defined below), Executive shall not, directly or indirectly, own any interest in,
manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any “Competing
Business” (as defined below) as of the date of Executive’s termination (including, without limitation, a business in which the Company Group has specific and documented plans to engage in the future if Executive is aware of such planning
as of the date of termination); provided, that nothing herein shall prohibit Executive from investing in mutual funds and stocks, bonds, or other securities in any business if such stocks, bonds, or other securities are listed on any
securities exchange or are publicly traded in an over the counter market, and such investment does not exceed, in the case of any capital stock of any one issuer, two percent (2%) of the issued and outstanding capital stock or in the case of bonds
or other securities, two percent (2%) of the aggregate principal amount thereof issued and outstanding. 
 b. Non-Solicitation of Business Relationships. During Executive’s employment with the Company Group and during the Restricted Period, except in the good faith performance of his duties, Executive shall not,
whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”),
directly or indirectly, solicit, or assist in soliciting, in competition with the Company Group, the business of any then current customer, supplier or other business relation of the Company Group in order to induce such Person to cease doing
business with, or reduce the amount of business conducted with, the Company Group, or any way negatively interfere with the relationship between any then current customer, supplier, or other business relation of the Company Group: 

i. with whom Executive had personal contact or dealings on behalf of the Company Group during the six (6) month period preceding
Executive’s termination of employment; 
  

  
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 ii. about whom Executive had knowledge of any of the Company Group’s plans with respect
to such Person; or 
 iii. for whom Executive had direct or indirect responsibility during the six (6) month immediately preceding
Executive’s termination of employment. 
 c. Non-Solicitation of Employees/Contractors; No-Hire. During the Restricted Period, Executive shall not, without the prior written consent of the Company, whether on Executive’s own behalf or on behalf of or in conjunction with any Person: 

i. directly or indirectly solicit, induce or encourage any employee of the Company Group to leave the employment of the Company Group; 

ii. directly or indirectly, solicit, induce or encourage to cease to work with the Company Group any independent contractor, consultant or
partner then under exclusive contract with the Company Group; or 
 iii. directly hire any employee who was a direct report of Executive and
(A) was employed by the Company Group as of the date of Executive’s termination of employment with the Company Group or (B) who left the employment of the Company Group during the period commencing six (6) months prior to the
termination of Executive’s employment with the Company Group, and ending six (6) months following the date of such termination; 
 provided,
that clauses (i), (ii) and (iii) above shall not be violated by general solicitation not targeted at the prohibited group or by Executive serving as a reference upon request. 

d. For purposes of this Agreement: 

i. “Competing Business” means each of the companies listed on Exhibit C hereto; provided, that any non-competitive division or subsidiary of any company (that is a conglomerate) listed in Exhibit C shall not be considered a Competing Business. 

ii. “Restricted Period” means the twelve (12) month period following the date of the termination of Executive’s
employment for any reason. 
 7. Confidentiality; Intellectual Property. 

a. Confidentiality. 
 i.
Executive shall not, at any time (whether during or after Executive’s employment with the Company Group), (A) retain or use for the benefit, purposes or account of Executive or any other Person (other than the Company Group); or (B) except
in the course of Executive’s good faith performance of his job duties and responsibilities with the Company, disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company Group (other than its
professional advisers), any non-public, proprietary or confidential information – including, without limitation, trade secrets, know-how, research and development,
software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, 

 

  
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products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory
activities and approvals – concerning the past, current or future business, activities and operations of the Company Group and/or any third party that has disclosed or provided any of same to the Company Group on a confidential basis
(“Confidential Information”) without the prior written authorization of the Board. 
 ii. Confidential Information shall not
include any information that is (A) generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (B) made legitimately available to Executive by a third party without the breach of any
confidentiality obligation; or (C) required by law or legal process to be disclosed; provided, that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and
cooperate with any attempts by the Company to obtain a protective order or similar treatment (at no cost to Executive). 
 iii. Upon
termination of Executive’s employment with the Company Group for any reason, Executive shall (A) cease and not thereafter commence use of any Confidential Information (including without limitation, any patent, invention, copyright, trade
secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; (B) make reasonable efforts to promptly destroy, delete, or return to the Company, at the Company’s option, all originals and
copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) that to the best of Executive’s knowledge are in Executive’s possession or control (including any of the foregoing stored or
located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company Group, except that Executive may retain only those portions
of any personal notes, notebooks and diaries that do not contain any Confidential Information and Executive may retain his address book (or other form of contact information) to the extent it does not contain Confidential Information, as well as
materials relating to Executive’s relationship with the Company and the termination thereof; and (C) notify and reasonably cooperate with the Company (as reasonably requested by the Company) regarding the delivery or destruction of any
other Confidential Information of which Executive is or becomes aware. 
 iv. Nothing in this Agreement shall prohibit or impede Executive
from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any
U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such
communications and disclosures are consistent with applicable law. Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Executive understands and acknowledges that an
individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a Federal, State, or local government official or to an attorney solely
for the purpose of reporting or investigating a suspected violation of the law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive understands and acknowledges further
that an individual who files a 
  

  
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lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court
proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance is Executive authorized to disclose
any information covered by the Company’s attorney-client privilege or attorney work product without the prior written consent of the Company’s General Counsel. 

b. Intellectual Property. 

i. If Executive creates, invents, designs, develops, contributes to or improves any works of authorship, inventions, intellectual property,
materials, documents or other work product (including, without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content or audiovisual materials), either alone or with third parties, at any
time during Executive’s employment by the Company Group and within the scope of such employment and/or with the use of any the Company Group resources (“Company Works”), Executive shall promptly and fully disclose same
to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark,
trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company. 

ii. Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments
required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s
rights in the Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers
and agents as Executive’s agent and attorney in fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. 

iii. Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or
provide access to, or share with the Company Group any confidential or proprietary information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive shall
comply with all policies and guidelines regarding the protection of confidential information and intellectual property and potential conflicts of interest. Executive acknowledges that the Company may amend any such policies and guidelines from time
to time, and that Executive remains at all times bound by their most current version. 
 iv. Executive agrees, and is hereby notified, that
this Section 7(b) does not apply to any Company Works for which no equipment, supplies, facility, or trade secret information of the Company Group’s was used, which was developed entirely on Executive’s own time, and
(a) which does not relate: (i) directly to the Company Group’s business; or (ii) to the Company Group’s actual or demonstrably anticipated research or development; or (b) which does not result from any work performed by
Executive for the Company Group. 

  
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 8. Non-Disparagement. Following the termination of
Executive’s employment with the Company Group for any reason Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to
any person. Notwithstanding the preceding, Executive may confer in confidence with Executive’s legal representative and make truthful statements as required by law or legal process, or to enforce this Agreement. 

9. Restrictive Covenants Generally. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in
Sections 6, 7, and 8 to be reasonable (the “Covenants”) if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or
indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not
affect the enforceability of any of the other restrictions contained herein. The restrictions contained in Sections 6 and 7 supersede all prior agreements between Executive and the Company (or any predecessor) on the same subjects. 

10. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the
Covenants would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of a material breach of any of the Covenants, in
addition to any remedies at law, the Company shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and, in the case of a breach or threatened breach of any of the Covenants, seek equitable
relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available; provided, that in the event a court of competent jurisdiction issues a final
judgment (not subject to appeal) or a final arbitration award or decision is issued that Executive did not materially breach any of the Covenants (or any other restrictive covenant to which Executive is subject in any other agreement with any member
of the Company Group), the Company shall be required to pay Executive any payments or benefits that the Company had previously withheld either pursuant to this Section 10 or because Executive was terminated for Cause if such termination was
solely the result of such an alleged Covenant (or other restrictive covenant) breach. 
 11. Miscellaneous. 

a. Executive’s Representations. Executive hereby represents and warrants to the Company that Executive’s acceptance of
employment with the Company has not breached, and the performance of Executive’s duties hereunder will not breach, any duty owed by Executive to any prior employer or other person or entity. Executive further represents and warrants to the
Company that (i) Executive has read this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this 

  
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Agreement and is signing the Agreement voluntarily and with full knowledge of its significance; (ii) the execution, delivery and performance of this Agreement by Executive do not and shall not
conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound; (iii) Executive is not a party to or bound by an employment agreement,
non-compete agreement or confidentiality agreement with any previous employer or other person or entity which would be violated or otherwise interfere in any material respect with the performance of his duties
hereunder; and (iv) Executive shall not use any confidential information or trade secrets of any person or party other than the Company Group in connection with the performance of his duties hereunder, except with valid written consent of such
other person or party. 
 b. Mitigation. Executive shall have no duty to mitigate his damages by seeking other employment and, should
Executive actually receive compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any other compensation except as specifically provided herein. 

c. Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed
to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge. No waiver by any Party of any breach of any other Party of, or compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 

d. Successors and Assigns. 

i. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives. 

ii. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and, other than as set forth in
Section 11(d)(iii), shall not be assignable by the Company without the prior written consent of Executive (which shall not be unreasonably withheld). 

iii. The Agreement shall be assignable by the Company to, and only to (A) any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or (B) if Executive is performing substantial services for a subsidiary of the Company and all or substantially all of the business or assets
of such subsidiary are sold to an unaffiliated third party, to the subsidiary of the Company being sold or to the successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or
assets of such subsidiary, with such assignment to be effective upon the consummation of such sale. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any such subsidiary or successors aforesaid which
assumes and agrees to perform this Agreement by operation of law or otherwise. 

  
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 e. Notice. For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, or if mailed by registered mail, return receipt requested, postage prepaid, addressed
to the respective addresses or sent via facsimile to the respective facsimile numbers, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt; provided, that (i) notices sent by personal delivery or overnight courier shall be deemed given when delivered; (ii) notices sent by facsimile transmission shall be
deemed given upon the sender’s receipt of confirmation of complete transmission; and (iii) notices sent by registered mail shall be deemed given two (2) days after the date of deposit in the mail. 

If to Executive, to such address as shall most currently appear on the records of the Company. 

If to the Company, to: 
 The
Nature’s Bounty Co. 
 2100 Smithtown Avenue 

Ronkonkoma, NY 11779 

Attention: General Counsel 
 If
to Holdings, to: 
 Clover Acquisition Holdings Inc. 

c/o Kohlberg Kravis Roberts & Co. L.P. 

9 West 57th Street, Suite 4200 

New York, New York 10019 

Facsimile: (212) 750-0003 

Attention: David Sorkin, Esq. 

and 
 If to the Company and/or
Management Holdings, to: 
 c/o Kohlberg Kravis Roberts & Co. L.P. 

2800 Sand Hill Road, Suite 200 

Menlo Park, California 94025 

Facsimile: (650) 233-6553 

Attention: Felix Gernburd 
 With
a copy, which shall not constitute notice, to: 
 Simpson, Thacher & Bartlett LLP 

2475 Hanover Street 
 Palo Alto,
CA 94304 
 Attention: Tristan Brown 

Facsimile No.: (650) 251-5002 

  
 12 













 f. GOVERNING LAW; CONSENT TO JURISDICTION; JURY TRIAL WAIVER. THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE
OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN NEW YORK
COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY TO THIS AGREEMENT WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM. 
 g. Compliance with Code Section 409A. This Agreement is intended to comply with, or be exempt
from, the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment
with the Company, Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment
is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or
benefits ultimately paid or provided to Executive) until the first business day to occur following the date that is six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under
Section 409A of the Code), which initial payment will include the payments and benefits that would have been paid to Executive during such six (6) month period but for the delay required by Section 409A of the Code; and (ii) if
any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make
such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or
additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 11(g) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the
time specified under this Section 11(g) without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation of this Section 11(g); provided, that neither the Company nor any of its
employees or representatives shall have any liability to Executive with 

  
 13 













 
respect thereto. Notwithstanding anything to the contrary herein, to the extent required by Section 409A of the Code, a termination of employment shall not be deemed to have occurred for
purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A
of the Code and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. For purposes of
Section 409A of the Code, Executive’s right to receive any installment payment under this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding anything to the contrary herein, except
to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code,
(A) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (B) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar
year following the calendar year in which the applicable expense is incurred; and (C) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other
benefit. 
 h. Severability of Invalid or Unenforceable Provisions. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

i. Advice of Counsel and Construction. Each Party acknowledges that such Party had the opportunity to be represented by counsel in the
negotiation and execution of this Agreement. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each Party. 

j. Entire Agreement; Effectiveness of Agreement. This Agreement constitutes the entire agreement between the parties as of the Effective
Date and supersedes all previous agreements and understandings between the parties with respect to the subject matter hereof. 
 k.
Withholding Taxes. The Company shall be entitled to withhold from any payment due to Executive hereunder any amounts required to be withheld by applicable tax laws or regulations. 

l. Section Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this Agreement. 
 m. Cooperation. During the Term and at any time
thereafter, Executive agrees to reasonably cooperate (with due regard given to Executive’s other commitments), (i) with the Company in the defense of any legal matter not adverse to Executive and involving any matter that arose during
Executive’s employment with the Company or any other member of the Company Group; and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company or any
other member of the Company Group, in each case, relating to Executive’s employment period and not adverse to Executive. The Company will reimburse Executive for any reasonable travel and out-of-pocket costs and expenses incurred by Executive in providing such cooperation. 

  
 14 













 n. Survival. Sections 4(d), 5, 6, 7, 8, 9, 10 and 11(b) though (h), (j), (k), and
(m) shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Term or of Executive’s employment with the Company or any other member of the Company Group. 

o. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument. 
 [Signature page follows.] 

  
 15 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
above written. 
  

			
	THE NATURE’S BOUNTY CO.
		
	 By:
	 	 /s/ Paul L. Sturman

		 	Name:  Paul L. Sturman
		 	Title:    Chief Executive Officer
	
	CLOVER ACQUISITION HOLDINGS INC.
		
	 By:
	 	 /s/ Felix Gernburd

		 	Name:  Felix Gernburd
		 	Title:    Secretary
	
	EXECUTIVE
	
	 /s/ Mark Gelbert

	Mark Gelbert            10/9/2017



  
 [Signature Page to
Gelbert Employment Agreement] 













 EXHIBIT B 

GENERAL RELEASE 
 THIS
GENERAL RELEASE, dated as of [_____ ], 20__ (this “Agreement”), is entered into by and between Mark Gelbert (“Executive”) and the Nature’s Bounty Co., a Delaware corporation, (the
“Company”). 
 WHEREAS, Executive is currently employed by the Company; and 

WHEREAS, Executive’s employment with the Company will terminate effective as of [ _____ ], 20__. 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable
consideration, Executive and the Company hereby agree as follows: 
 1. Executive shall be provided severance pay and other benefits (the
“Severance Benefits”) in accordance with the terms and conditions of Section 5(d)(i) of the employment agreement by and among Executive, the Company and Clover Acquisition Holdings Inc., a Delaware corporation
(“Holdings”), dated as of October 9, 2017 (the “Employment Agreement”); provided, that no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 4
below. 
 2. Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns,
hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or
termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company, Holdings, and any of their respective subsidiaries or affiliates
(together, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee,
attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any
severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company
Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of
1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange
Act of 1934, the Rehabilitation Act of 1973, and the Worker Adjustment and Retraining Notification Act of 1988, all as amended; and all other applicable federal, state and local statutes, ordinances and regulations. By signing this Agreement,
Executive acknowledges that Executive intends to waive and release any rights known or 
  

  
 B-1 













 
unknown Executive may have against the Company Releasees under these and any other laws; provided, that Executive does not waive or release Claims (i) with respect to claims arising
from any breach by the Company Group of this Agreement or Executive’s right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company Group;
(ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan or any bonus plan or policy of the Company Group; (iii) any rights to indemnification (including the advancement of legal fees) or
expense reimbursement under the Employment Agreement, any agreement between Executive and any member of the Company Group or the limited liability company agreement or other organization document of any member of the Company Group, or pursuant to
any director’s and officer’s liability insurance policy, in the future or previously in force; (iv) rights of Executive for expense reimbursement from the Company; (v) any rights Executive may have to workers’ compensation
benefits or to continued benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985; (vi) any right of Executive in his capacity as an equityholder of Holdings’ securities; or (vii) claims that may not be waived
by law and any claims arising after the date this Agreement is signed. For the avoidance of doubt, the Claims released or waived pursuant to this paragraph shall not be deemed to relate to or include the rights and coverage of Executive under any
directors and officers and other such insurance policies of any member of the Company Group. 
 THIS MEANS THAT, BY SIGNING THIS AGREEMENT, EXECUTIVE
WILL HAVE WAIVED ANY RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS AGREEMENT, EXCEPT WITH RESPECT TO ANY
CLAIM NOT WAIVED OR RELEASED AS CONTEMPLATED BY THE PRECEDING PARAGRAPH. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS AGREEMENT SHALL PREVENT EXECUTIVE FROM (I) INITIATING OR CAUSING TO BE INITIATED ON HIS BEHALF ANY COMPLAINT, CHARGE, CLAIM OR
PROCEEDING AGAINST ANY MEMBER OF THE COMPANY GROUP BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HIS CLAIMS UNDER ADEA CONTAINED IN THIS AGREEMENT (BUT NO OTHER PORTION OF SUCH WAIVER); OR
(II) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION WITH RESPECT TO ADEA. 

3. Executive acknowledges that Executive has been given twenty-one (21) days from the date of
receipt of this Agreement to consider all of the provisions of this Agreement and, to the extent he has not used the entire 21-day period prior to executing this Agreement, Executive does hereby knowingly and
voluntarily waive the remainder of said 21-day period. EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY AND FULLY UNDERSTANDS
THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR
PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. 

  
 B-2 













 4. Executive shall have seven (7) days from the date of Executive’s execution of
this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA). If Executive revokes the Agreement, Executive will be deemed not to have accepted
the terms of this Agreement. 
 5. Each party and its counsel have reviewed this Agreement and has been provided the opportunity to review
this Agreement and accordingly, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of
this Release shall be construed as a whole, and according to their fair meaning, and not strictly for or against either party. 

[Signature Page to General Release Follows] 

  
 B-3 













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

			
	THE NATURE’S BOUNTY CO.
		
	By:	 	  

		 	Name:
		 	Title:
	
	EXECUTIVE
	
	  

	Mark Gelbert



  
 [Signature Page to
General Release] 













 EXHIBIT C 

LIST OF COMPETITIVE BUSINESSES 

  
 C-1