EXHIBIT 10.26


 


SIDE LETTER AGREEMENT


 


AGREEMENT
(this “Agreement”) entered into as of the 10th day  of March, 2003, by and among WH Holdings
(Cayman Islands) Ltd., a Cayman Islands  company (the “Company”), Brian Kane (“Kane”),
Carol Hannah (“Hannah”) and each  of the other 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, including Kane, Hannah and the
Institutional 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.


 


Prior
to the date hereof, (i) Kane purchased an aggregate of  284,091 Preferred Shares and
(ii) Hannah purchased an aggregate of 568,182  Preferred Shares, respectively (the “Purchased
Shares”).


 


Concurrently
with the execution of this Agreement, Kane and  Hannah are entering into separate Employment
Agreements, 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.


 


In
consideration of, and as a condition to, Kane’s and  Hannah’s entering into the foregoing
Employment Agreements, each of the  undersigned desires to agree to certain
modifications to the Shareholders’  Agreement with respect to the Purchased
Shares.


 


Accordingly,
each of the undersigned agrees:


 


1.                                       Repurchase of
Purchased Shares. Notwithstanding any  provision to the contrary contained in
Section 6 of the Shareholders’ Agreement,  each of the undersigned agrees that the
Institutional Shareholders and the  Company shall only be entitled to exercise
their respective repurchase rights  set forth in Section 6 of the
Shareholders’ Agreement with respect to the  Purchased Shares upon the termination of the
relevant Employee Shareholder  (i.e., either Kane or Hannah, as the case may be) for Cause (as defined
below)  or due to such
Employee Shareholder’s resignation (other than upon the  “Retirement” of such Employee
Shareholder, as such term is defined in the Option  Agreements). For purposes of this Agreement, “Cause”
shall have the meaningascribed to such term in any written employment agreement between the
relevant  Employee
Shareholder and one or more of the Company’s subsidiaries. The terms  and conditions of this
Agreement shall only apply with respect to the Purchased  Shares, and no other capital
stock of the Company. Except as expressly set forth  herein, each of the terms and conditions of
the Shareholders’ Agreement shall  remain and full force and effect in accordance
with the terms thereof.


 


2.                                       Option
Agreements. Reference is hereby made to (i)  that certain Non-Statutory Stock Option
Agreement, dated as of the date hereof,  by and among the Company and Kane and (ii)
that certain Non-Statutory Stock  Option Agreement, dated as of the date hereof,
by and among the Company and  Hannah (as either of the same may be amended or modified from time to
time, the  “Option
Agreements”). Each of the undersigned acknowledges and agrees that  Section 3 of the Option
Agreements modifies, in certain respects, the terms and  conditions of Section 6
of the Shareholders’ Agreement, and each of the  undersigned agrees to be bound by such
modifications as if a party to such  Option Agreements.


 


3.                                       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.


 


4.                                       Counterparts.
This Agreement may be executed in


 


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several
counterparts, each of which will be deemed to be an original, but all of  which together shall
constitute one and the same agreement.


 


*      *        *       
*       *        *       
*        *        *


 


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


 


	
   

  	
  WH HOLDINGS (CAYMAN ISLANDS) LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEFAN KALUZNY

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Stefan Kaluzny

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  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/ STEVEN RODGERS

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Steven Rodgers

  
	
   

  	
   

  
	
   

  	
  Title: Managing Member

  
	
   

  	
   

  
	
   

  	
  WHITNEY V, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Whitney Equity Partners V, LLC

  
	
   

  	
  Its: General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN RODGERS

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Steven Rodgers

  
	
   

  	
   

  
	
   

  	
  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 T. ROGERS

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Jesse T. Rogers

  
									



 


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  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  /s/ BRIAN KANE

  	
   

  
	
   

  	
  Brian Kane

  
	
   

  	
   

  
	
   

  	
  /s/ CAROL HANNAH

  	
   

  
	
   

  	
  Carol Hannah

  
				



 


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