EXHIBIT 10.29


 


EXECUTION COPY


 


SIDE LETTER AGREEMENT


 


AGREEMENT
(this “Agreement”) entered into as of the 3rd day of  April, 2003, by and among WH Holdings (Cayman
Islands) Ltd., a Cayman Islands  company (the “Company”), Michael O. Johnson (“Johnson”)
and certain of the  shareholders of
the Company listed on the signature pages hereto (each an  “Institutional Shareholder”
and collectively, the “Institutional Shareholders”).


 


Reference
is made to that certain Shareholders’ Agreement  dated as of July 31, 2002, by and among
the Company and certain of its  shareholders (as the same may be amended from
time to time, the “Shareholders’  Agreement”). Capitalized terms used in this
Agreement without definition shall  have the meanings ascribed thereto in the
Shareholders’ Agreement.


 


Concurrently
with the execution of this Agreement, Johnson is  entering into (i) that certain Non-Statutory
Stock Option Agreement (as the same  may be amended or modified from time to time,
the “Stock Option Agreement”) of  even date herewith, with the Company and (ii)
that certain Employment Agreement  (as amended or modified from time to time, the
“Employment Agreement”), of even  date herewith, with Herbalife International,
Inc. and Herbalife International of  America, Inc., which are direct or indirect
wholly owned subsidiaries of the  Company.


 


Whereas,
(i) Section 11 of the Stock Option Agreement requires  Johnson to become a party to
the Shareholders’ Agreement in the instances  specified therein and (ii) Johnson and/or the
trustee of his 401(k) trust will  be required to become a party to the
Shareholders’ Agreement if Johnson and/or  his 401(k) trust purchase Preferred Shares of
the Company.


 


Each
of the undersigned desires to make certain modifications  to the Shareholders’
Agreement and set forth their agreement with respect to  registration rights to be
granted to Johnson.


 


Accordingly,
each of the undersigned agrees:


 


1.             Repurchase Period. The fourth
sentence of Section 6(a) of the Shareholders’ Agreement is amended and
restated in its entirety,  with respect to any Shares acquired by Johnson or his 401(k) trust, as
follows:


 


“Upon
such Termination by Johnson, the Company and/or the  Institutional Shareholders, as the case may
be, may exercise  such right at
any time within one hundred eighty one (181)  days of the Termination Date (the “REPURCHASE
PERIOD”).”


 


2.             Repurchase Price. Section 6(d)
and 6(e) of the  Shareholders’
Agreement are amended and restated in their entirety, with respect  to any Shares acquired by
Johnson or his 401(k) trust, as follows:


 


“(d)
The purchase price per Share payable under Section 6(a)  where such Termination was
due to Johnson’s resignation  without  Good Reason (as
defined in the Employment Agreement) or for  Cause (as defined in the Employment Agreement)
shall be an  amount equal to
(x) in respect of Preferred Shares, the lesser  of (i) the Formula Price or (ii) Cost or (y)
in respect of  Common Shares,
the lesser of (i) Current Market Price or (ii)  Cost; provided, however, that after the
earlier to occur of  the fifth
anniversary of the Effective Date (as defined in the  Employment Agreement) or the consummation of a
Change of  Control (as
defined in the Stock Option Agreement), Section 6(e) shall apply in lieu
of this Section 6(d); and


 


(e)
The purchase price per Share payable under Section 6(a)  where such Termination was
without Cause, because of death or


 


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Disability
(as defined in the Employment Agreement), due to  Johnson’s resignation for Good Reason or as
provided in the  proviso of
Section 6(d), shall be an amount equal to (x) in  respect of Preferred Shares,
the greater of (i) Formula Price  or (ii) Cost or (y) in respect of Common
Shares, the greater  of (i) Current
Market Price or (ii) Cost.”


 


3.             Section 6(f) of Shareholders
Agreement. The terms andconditions of Section 6(f) of the Shareholders Agreement shall not
apply to  Johnson, his
401(k) trust or any Shares acquired by either of them.


 


4.             Registration Rights. Reference is
made to that  certain
Registration Rights Agreement, dated as of July 31, 2002, by and among  the Company and certain of
its shareholders, including the Institutional  Shareholders (as the same may be amended from
time to time, the “Registration  Agreement”). Johnson and/or his 401(k) trust
will become a party to the  Registration Agreement in connection with any purchase of Preferred
Shares. In  addition,
Johnson has requested that he be granted registration rights with  respect to his Common Shares
acquired pursuant to any exercise of his stock  options (as well as any then vested and
exercisable portion of the stock option  granted pursuant to the Stock Option
Agreement). However, Section 8 of the  Registration Agreement requires the approval
of the Distributor Directors (as  defined therein) to amend the Registration
Agreement. Accordingly, the Company  and the Institutional Shareholders agree to
use commercially reasonable efforts  to obtain the approval of the Distributor
Directors to amend the Registration  Agreement as soon as practical following the
date hereof, such that the defined  term “Other Shareholder Shares” will include
any Common Shares acquired by  Johnson pursuant to any exercise of his stock options (as well as any
then  vested and
exercisable portion of the stock option granted pursuant to the Stock  Option Agreement), it being
agreed that each of the Company and the  Institutional Shareholders hereby consent to
such amendment of the Registration  Agreement.


 


5.             Tag-Along Rights. For the avoidance
of doubt, Common  Shares issuable
with respect to any vested and exercisable portion of the stock  option granted pursuant to
the Stock Option Agreement shall be considered  “Shares” for the purposes of Section 4 of
the Shareholders’ Agreement.


 


6.             401(k) Trust. If and when Johnson’s
401(k) trust  purchases
Preferred Shares of the Company, such trust will become an intended  third-party beneficiary of
this Agreement and shall have all the same rights and  obligations as Johnson
hereunder with respect to any such purchased shares.


 


7.             Amendments. No term, condition or
provision of this  Agreement may be
waived, modified or amended without the prior written consent  of each of the undersigned.


 


8.             Governing Law; Jurisdiction. The
Governing Law  (Section 14)
and Jurisdiction (Section 16) provisions of the Shareholders’  Agreement are incorporated by
reference herein as if fully set forth herein.


 


9.             Counterparts. This Agreement may be
executed in  several
counterparts, each of which will be deemed to be an original, but all ofwhich
together shall constitute one and the same agreement.


 


*       *       *      
*       *       *       *      
*       *       *


 


{Signatures on Following Pages}


 


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


 


	
   

  	
  /s/ Michael O. Johnson

  	
   

  
	
   

  	
  Michael O. Johnson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH HOLDINGS (CAYMAN ISLANDS) LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Rodgers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven Rodgers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH INVESTMENTS LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Rodgers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven Rodgers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WHITNEY V, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Whitney Equity Partners V, LLC

  Its: General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel J. O’Brien

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Daniel J. O’Brien

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WHITNEY STRATEGIC PARTNERS V, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Whitney Equity Partners V, LLC

  Its: General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel J. O’Brien

  	
   

  
	
   

  	
  Name:

  	
  Daniel J. O’Brien

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CCG INVESTMENTS (BVI), L.P.

  CCG ASSOCIATES — QP, LLC

  CCG ASSOCIATES — AI, LLC

  CCG INVESTMENT FUND — AI, L.P.

  CCG AV, LLC - SERIES C

  CCG AV, LLC - SERIES E

  CCG CI, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Golden Gate Capital Management, L.L.C.

  Its: Authorized Representative

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jesse Rogers

  	
   

  
											



 


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  Name:

  	
  Jesse Rogers

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
					



 


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