EXHIBIT 10.34


 


NON-STATUTORY STOCK OPTION AGREEMENT


(Executive Agreement)


 


AGREEMENT
(this “Agreement”) entered into as of
the                      day
of                      ,
200    by and between WH Holdings (Cayman Islands) Ltd., a
Cayman Islands company (the “Company”), and the undersigned employee (the “Employee”)
of the Company or its Subsidiaries.


 


WHEREAS,
pursuant to the WH Holdings (Cayman Islands) Ltd. Stock Incentive Plan (the “Plan”),
the Committee designated under the Plan desires to grant to the Employee an
option to acquire Common Shares, par value $0.001 per share, of the Company;
and


 


WHEREAS,
the Employee desires to accept such option subject to the terms and conditions
of this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the Company and the Employee, intending to be
legally bound, hereby agree as follows:


 


1.             Grant of
Option.    On the terms and conditions hereinafter set
forth, the Company hereby grants to the Employee an option to purchase all (or
any part)
of                  
Shares (the “Option”). This Option is granted on
the             day
of                     ,
200            
(the “Grant Date”). The Option is a Non-Statutory Stock Option. This Option is
granted pursuant to the Plan, and is governed by the terms and conditions of
the Plan. All defined terms used herein, unless specifically defined in this
Agreement, have the meanings assigned to them in the Plan.


 


2.             Exercise
Price.    Subject to any adjustment under Section 8
and the terms of the Plan, the exercise price (the “Exercise Price”) for the
Shares covered by the Option will be
$                             
per share.


 


3.             Time of Exercise of
Option.    (a)  The
Option will become vested and exercisable (if applicable, pro rata according to
the number of Shares exercisable at different exercise prices specified above)
in quarterly 5% increments beginning on the last day of the calendar quarter
during which the Grant Date occurs and each subsequent last day of each
following calendar quarter until the Option becomes fully exercisable on the
last day of the calendar quarter immediately preceding the fifth anniversary of
the Grant Date.


 


(b)           Notwithstanding any provision in this
Agreement or the Plan to the contrary, unless otherwise approved by a written
resolution of the Committee prior to or contemporaneously with the closing of
any such transaction, any portion of the Option (whether vested or unvested and
whether or not then exercisable) which has not been exercised prior to or in
connection with any merger or consolidation of the Company into another
corporation, the exchange of all or substantially all of the assets of the
Company for the securities of another corporation, a Change of Control or the
recapitalization, reclassification, liquidation or dissolution of the Company
or any other fundamental corporate transaction involving the Company or any of
its Subsidiaries with the same or a similar purpose or effect (as determined by
the Committee in its sole discretion) shall expire and be cancelled and of no
further force and effect effective upon the closing of any such transaction.


 


4.             Term of Options and Repurchase
Rights.


 


(a)           The Option will expire 10 years from
the date hereof, but will be subject to earlier termination as provided below.


 


(b)           Upon termination of employment:


 


(i)            the unexercisable portion of the
Option hereby granted will terminate on the date of such termination.


 


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(ii)           the exercisable portion of the Option
hereby granted will be treated as follows:


 


(A)          Subject in each case to the repurchase
rights described in clause (c) below and the Shareholders’ Agreement, if the
Employee’s employment is terminated for any reason except for Cause, the
exercisable portion of the Option hereby granted will be exercisable for thirty
days following the termination, unless the Employee terminates employment on
account of a disability as defined in Code Section 22(e) or if the
Employee dies, in which case such Employee, or such Employee’s personal
representative, may exercise the exercisable portion of the Option hereby
granted for 90 days following the termination of employment on account of
disability or the Employee’s death.


 


(B)           If the Employee’s employment is
terminated for Cause, the exercisable portion of the Option hereby granted will
terminate on the date of such termination.


 


(c)           Subject to the terms of the Plan, the
Company has the right to repurchase Shares acquired upon the exercise of
Options for a period of 90 days beginning on the later of (i) the day after the
six month anniversary of the day the Shares for which the Option is exercised
are acquired and (ii) the day the Employee terminates employment with the
Company. Notwithstanding anything to the contrary in the Shareholders’
Agreement, the purchase price per Share payable under Section 6(a) or (b)
of the Shareholder’s Agreement where such Termination (as defined in the
Shareholders’ Agreement):


 


(i)            was due to resignation or for Cause
shall be the amount equal to the lesser of: (A) the Fair Market Value at the
time of such repurchase; and (B) the Exercise Price; provided, however, that
after the earlier to occur of the seventh anniversary of the Grant Date or the
consummation of an event described in Section 3(b) of this Agreement, the
purchase price per Share shall be the Fair Market Value at the time of such
repurchase; or


 


(ii)           was without Cause or because of
death, retirement or disability shall be the amount equal to the greater of:
(A) the Fair Market Value at the time of such repurchase; and (B) the Exercise
Price.


 


(d)           For purposes of this Agreement, “Cause”
shall have the meaning ascribed to such term in any written employment
agreement between Employee and the Company or one or more of its Subsidiaries,
as the same may be amended or modified from time to time, or if Employee and
the Company or one or more of its Subsidiaries are not party to any such
written employment agreement, then the Company and its Subsidiaries shall have “Cause”
to terminate the Employee’s services in the event of any of the following acts
or circumstances: (i) commission of a felony, a crime of moral turpitude,
dishonesty, breach of trust or unethical business conduct, or any crime
involving the Company or any of its Subsidiaries; (ii) willful misconduct,
willful or gross neglect, fraud, misappropriation or embezzlement; (iii)
performance of the Employee’s duties in a manner that is detrimental to the
Company or any of its Subsidiaries, including, but not limited to that which
results in, the severe deterioration of the financial performance of the
Company or any of its Subsidiaries; (iv) failure to adhere to the directions of
the Chief Executive Officer or the Board of Directors, to adhere to the Company’s
or any of its Subsidiary’s policies or practices or to devote substantially all
of the Employee’s business time and efforts to the business of the Company and
its Subsidiaries; (v) breach of any provision of any agreement, including an
employment agreement, between the Company or any of its Subsidiaries, on the
one hand, and the Employee, which covers confidentiality or proprietary
information, nonsolicitation or non-competition provisions; or (vi) breach in
any material respect of the terms and provisions of the Employee’s employment
agreement, if any, or any agreement between the Company or any of its
Subsidiaries, on the other hand, and the Employee.


 


5.             Manner of Exercise of Option.    The Option may be exercised by delivery,
via first class mail, interoffice mail, fax or electronic mail of a Notice of
Option Exercise and related forms to the Company stating the number of Shares
with respect to which the Option is being exercised and accompanied by payment
of the Total Exercise Cost in cash or by check, bank draft or money order


 


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payable
to the order of the Company or, subsequent to an Initial Public Offering,
through the delivery to the Company of an Authorization for Exercise of Options
“Cashless” Exercise Form with irrevocable instructions to a broker to deliver
promptly to the Company an amount equal to the Total Exercise Cost, subject to
such limitations as the Committee may adopt from time to time or by any
combination of the above methods of payment.


 


6.             Non-Transferability.    The right of the Employee to exercise the
Option (as and when exercisable) may not be assigned or transferred by the
Employee other than by will or the laws of descent and distribution. The Option
may be exercised and the Shares may be purchased during the lifetime of the
Employee only by the Employee (or the Employee’s legal representative in the
event that the Employee’s employment is terminated due to “Disability” within
the meaning of Code Section 22(e)). Any attempted assignment or transfer,
except as hereinabove provided, including without limitation any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition contrary to the provisions hereof, or any levy of execution,
attachment, trustee process or similar process, whether legal or equitable,
upon the Option, will in each instance be null and void.


 


7.             Representation Letter and
Investment Legend.


 


(a)           In the event that for any reason the
issuance of the Shares to be issued upon exercise of an exercisable Option will
not be effectively registered under the 1933 Act, upon any date on which the
Option is exercised, the Employee (or the person exercising the Option pursuant
to Paragraph 6) will give a written representation to the Company in the form
attached hereto as Exhibit A, and the Company will place the legend described
in Exhibit A upon any certificate for the Shares issued by reason of such
exercise.


 


(b)           The Company will be under no
obligation to qualify Shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issuance of Shares.


 


8.             Adjustments of Shares and
Options.    Subject to Paragraph 7 of the
Plan, in the event of any change in the outstanding Shares by reason of an
acquisition, spin-off or reclassification, recapitalization or merger,
combination or exchange of Shares or other corporate exchange, Change of
Control or similar event, the Committee may adjust appropriately the number or
kind of Shares or securities subject to the Option and exercise prices related
thereto and make such other revisions to the Option as it deems are equitably
required.


 


9.             No Special Employment Rights.    Nothing contained in this Agreement will be
construed or deemed by any person under any circumstances to bind the Company
or any of its Subsidiaries to continue the employment of the Employee for the
period within which this Option may vest or for any other period.


 


10.           Rights as a Shareholder.    The Employee will have no rights as a
shareholder with respect to any Shares which may be purchased upon the exercise
of this Option unless and until a certificate or certificates representing such
Shares are duly issued and delivered to the Employee. If at any time during the
term of the Option, the Company is advised by its counsel that the Shares are
required to be registered under the Securities Act or under applicable state
securities laws, or that delivery of the Shares must be accompanied or preceded
by a prospectus meeting the requirements of such laws, delivery of Shares by
the Company may be deferred until a registration is effective or a prospectus
is available or an appropriate exemption from registration is secured.


 


11.           Withholding Taxes.    The Employee hereby agrees, as a condition
to any exercise of the Option, to provide to the Company an amount sufficient
to satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the “Withholding Amount”), if any, by (a)
authorizing the Company to withhold the Withholding Amount from the Employee’s
cash compensation, or (b) remitting the Withholding Amount to the Company in
cash; provided that, to the extent that the Withholding Amount is not provided


 


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by
one or a combination of such methods, the Company may at its election withhold
from the Shares delivered upon exercise of the Option that number of Shares
having a Fair Market Value as of the date immediately prior to the issuance of
such Shares equal to the Withholding Amount.


 


12.           Execution of Shareholders’ Agreement
and of Release and Waiver of Rights.   
The Employee acknowledges that, in connection with his or her prior or
future purchase of Shares of the Company, he or she will execute and deliver
the Shareholders’ Agreement or a joinder or counterpart signature page thereto.
The Employee further agrees that all Shares acquired by such Employee upon
exercise of the Option will be subject to the terms and conditions of the
Shareholders’ Agreement as modified hereby. Prior to participation in the Plan,
if the Committee requires, the Employee will execute a Release and Waiver to
Rights to payments and benefits under certain plans of Herbalife International,
Inc.


 


13.           Lock-Up Agreements.    The Employee agrees that notwithstanding
anything to the contrary contained in this Agreement, in the event of an
Initial Public Offering or any other offering of securities of the Company,
except to the extent that: (a) the Employee sells his or her Shares obtained
upon the exercise of the Option to the underwriters of the Company’s securities
in connection with such offering or (b) the underwriters do not request the
following restrictions, such Employee shall not (i) offer, hedge, pledge, sell
or contract to sell any such Shares, (ii) sell any option or contract to
purchase any Shares, (iii) purchase any option or contract to sell any Shares,
(iv) grant any option, right or warrant for the sale of any Shares, or (v) lend
or otherwise dispose of or transfer any Shares during the longer of (A) any
black-out period requested by the underwriters conducting any such offering of
securities on behalf of the Company and (B) during the seven days prior to and
during the 180-day period beginning on the effective date of such Initial
Public Offering or other offering of securities; provided, however, that such
Employee shall, in any event, be entitled to sell his or her Shares commencing
on the expiration of the black-out period described in the aforementioned
clause (A) or (B).


 


14.           Delivery of Certificates.    The Employee will have no interest in the
Shares unless and until certificates for the Shares are issued following
exercise of the Option.


 


{Signatures on Following Page}


 


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OPTION AGREEMENT


 


Counterpart Signature Page


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed, by its
officer thereunto duly authorized, and the Employee has executed this
Agreement, all as of the day and year first above written.


 


	
  WH HOLDINGS (CAYMAN ISLANDS)

  	
   

  	
   

  	
  EMPLOYEE

  
	
  LTD.

  	
   

  	
   

  	
   

  
	
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EXHIBIT A


 


TO:      WH HOLDINGS (CAYMAN ISLANDS) LTD.


 


The
undersigned hereby irrevocably exercises the right to
purchase                   of
the shares of Common Shares, par value $0.001 per share (“Common Shares”) of WH
Holdings (Cayman Islands) Ltd., a Cayman Islands company (the “Company”),
evidenced by the attached Option, and herewith makes payment of the Exercise
Price with respect to such shares in full, all in accordance with the
conditions and provisions of said Option.


 


1.             The undersigned hereby represents
and warrants to and agrees with the Company as follows:


 


(a)           The undersigned understands and
acknowledges that an investment in the Common Shares issuable upon exercise of
this Option involves a high degree of risk and that there are limitations on
the liquidity of the Common Shares issuable upon exercise of this Option. The
undersigned is able to bear the economic risk of an investment in the Common
Shares issuable upon exercise of this Option. The undersigned has adequate
means of providing for the undersigned’s current needs and contingencies; is
able to afford to hold the Common Shares issuable upon exercise of this Option
for an indefinite period; and has such knowledge and experience in financial
and business matters such that the undersigned is capable of evaluating the
merits and risks of the investment in the Common Shares issuable upon exercise
of this Option;


 


(b)           The undersigned is acquiring the
Common Shares issuable upon exercise of this Option for its own account for
investment and not as a nominee and not with a present view to the distribution
thereof in violation of the Securities Act of 1933, as amended (the “1933 Act”).
The undersigned understands that the undersigned must bear the economic risk of
this investment indefinitely unless such shares are registered pursuant to the
1933 Act and any applicable state securities laws, or an exemption from such
registration is available. The undersigned has no plan or intention to sell the
Common Shares issuable upon exercise of this Option at any predetermined time,
and has made no predetermined arrangements to sell such shares;


 


(c)           The undersigned will not make any
sale, transfer or other disposition of the shares of Common Shares issuable
upon exercise of this Option in violation of (1) the 1933 Act, the Securities
Exchange Act of 1934, as amended, any other applicable Federal or state
securities laws or the rules and regulations of the Securities and Exchange
Commission or of any state securities commissions or similar state authorities
promulgated under any of the foregoing, or (2) any applicable securities laws
of jurisdictions outside the United States and the rules and regulations
thereunder.


 


2.             The undersigned agrees not to
offer, sell, transfer or otherwise dispose of any of the Common Shares obtained
on exercise of the Option, except in accordance with the provisions of the
Option, and consents that the following legend may be affixed to the stock certificates
for the Common Shares hereby subscribed for, if such legend is applicable:


 


“THE
SALE, TRANSFER OR ENCUMBRANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS
OF JULY 31, 2002 AMONG WH HOLDINGS (CAYMAN ISLANDS) LTD. AND CERTAIN
HOLDERS OF ITS OUTSTANDING SHARE CAPITAL, AS SUCH AGREEMENT MAY BE AMENDED.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY
THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF WH HOLDINGS
(CAYMAN ISLANDS) LTD.


 


IN
ADDITION, THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY PROVINCIAL OR STATE
SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT UNDER THE 1933 ACT AND
APPLICABLE PROVINCIAL OR STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT OR
APPLICABLE PROVINCIAL OR STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH
SUCH OFFER, SALE OR TRANSFER.”


 


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3.             The undersigned requests that stock
certificates for such shares be issued, and a new option agreement representing
any unexercised portion hereof be issued in the name of the registered holder
and delivered to the undersigned at the address set forth below:


 


{Signature on the Following Page}


 


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  QuickLinks

  
	
   

  
	
  NON-STATUTORY STOCK OPTION AGREEMENT (Executive Agreement)

  



 


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