EXHIBIT 10.25


 


WH HOLDINGS (CAYMAN ISLANDS) LTD.


STOCK INCENTIVE PLAN


(as restated on November 5, 2003)


 


1.                                       Purpose of Plan.


 


The
WH Holdings (Cayman Islands) Ltd. Stock Incentive Plan (the “Plan”) is
designed:


 


(a)                                  to promote the
long term financial interests and growth of WH Holdings (Cayman Islands) Ltd.
(the “Company”) and its affiliates by attracting and retaining employees with
the training, experience and ability to enable them to make a substantial
contribution to the success of the business of the Company and its affiliates;


 


(b)                                 to motivate
employees by means of growth-related incentives to  achieve long range goals;


 


(c)                                  to further the
alignment of interests of participants with those  of the equityholders of the Company through
opportunities for increased  ownership in the Company; and


 


(d)                                 to be a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the
Securities Act.


 


2.                                       Definitions.


 


As
used in the Plan, the following words will have the following meanings:


 


(a)                                  “Affiliate”
means, with respect to the Company, any corporation  directly or indirectly controlling, controlled
by, or under common control  with, the Company or any other entity designated by the Committee in
which the  Company or an
Affiliate has an interest.


 


(b)                                 “Board” means
the Board of Directors of the Company.


 


(c)                                  “Change of
Control” means an Organic Transaction as defined in the Amended and Restated
Memorandum and Articles of Association of the Company.


 


(d)                                 “Code” means the
Internal Revenue Code of 1986, as amended.


 


(e)                                  “Committee”
means one or more committees each comprised of not  less than three members of the Board appointed
by the Board to administer the  Plan or a specified portion thereof; provided,
however, that if, at any time,  there will be only one director serving on the
Board, the Committee may be  composed of the sole director. Unless otherwise determined by the Board,
if the  Common Shares
become registered under Section 12 of the Exchange Act and if the  Committee is authorized to
grant Options subject to Section 16 of the Exchange  Act, each member of the
Committee will be a “non-employee director” within the  meaning of applicable Rule
16b-3 under the Exchange Act.


 


(f)                                    “Common Shares”
means the common shares, par value $0.001 per share, of the Company.


 


(g)                                 “Employee” means
a person, including an officer, in the  employment of the Company or one of its
Affiliates who, in the opinion of the  Committee, is, or is expected to be, primarily
responsible for the management,  growth or protection of some part or all of
the business of the Company.


 


(h)                                 “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(i)                                     “Exercise Price”
means the price at which a Participant may  purchase a Common Share, as provided in the
Option Agreement.


 


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(j)                                     “Fair Market
Value” means the fair market value of a Share as of  a particular date. If at any such time such
Shares are not listed or admitted  for trading on any national securities  exchange or quoted on Nasdaq
or a similar service, the Fair Market Value for  such Shares means the fair market value of
such Shares at such time as  determined in good faith by the Committee. However, subsequent to an
Initial  Public Offering,
the Fair Market Value of a Common Share will be the average of  high bid and low asked prices
of Common Shares as reported on the exchange on  which it is listed as of such date, or if no
such quotation is made on such  date, the immediately preceding day on which
there were quotations as reported  in The Wall Street Journal.


 


(k)                                  “Grant” means an
award made to a Participant pursuant to the Plan  and described in Paragraph 5.


 


(l)                                     “Incentive Stock
Option” means an Option which satisfies all of  the applicable requirements of Code
Section 422.


 


(m)                               “Initial Public
Offering” means the underwritten public offering  by the Company of its Common Shares pursuant
to a registration statement (other  than a registration statement relating solely
to an employee benefit plan or  transaction covered by Rule 145 of the
Securities Act) that has been filed  under the Securities Act and declared
effective by the Securities and Exchange  Commission, or any other Federal agency at the
time administering theSecurities Act.


 


(n)                                 “Non-Statutory
Stock Option” means an Option which does not  satisfy all of the applicable requirements of
Code Section 422 or which by its  terms is not intended to be treated as an
Incentive Stock Option.


 


(o)                                 “Option” means
an option to purchase Common Shares.


 


(p)                                 “Option
Agreement” means an agreement between the Company and a Participant that sets
forth the terms, conditions and limitations applicable to  an Option Grant.


 


(q)                                 “Optionee” means
an individual who holds an Option.


 


(r)                                    “Participant”
means an Employee or Consultant of the Company or one of its Affiliates, to
whom one or more Grants have been made and such Grants have not all been
forfeited or terminated under the Plan.


 


(s)                                  “Preferred
Shares” means Preferred Shares as defined in the Amended and Restated
Memorandum and Articles of Association of WH Holdings (Cayman Islands) Ltd. and
known as the “12% Series A Cumulative Convertible Preferred Shares”.


 


(t)                                    “SAR” means a
stock appreciation right granted under the Plan.


 


(u)                                 “SAR Agreement”
means an agreement between the Company and a Participant that sets forth the
terms, conditions and limitations applicable to a SAR Grant.


 


(v)                                 “Securities Act”
means the Securities Act of 1933, as amended.


 


(w)                               “Share” means a
share of Common Shares.


 


(x)                                   “Shareholders’
Agreement” means the shareholders’ agreement, dated as of July 31, 2002,
by and among WH Holdings (Cayman Islands) Ltd., Whitney V, L.P., Whitney
Strategic Partners V, L.P., and WH Investments Ltd., and CCG Investments (BVI),
L.P., CCG Associates-QP, LLC, CCG Associates-AI, LLC, CCG GP Fund LLC, CCG
Investment Fund-AI, LP, CCG AV, LLC-Series C, CCG AV, LLC-Series E and CCG CI,
LLC, and certain other persons who may, from time to time, become party to the
agreement.


 


(y)                                 “Subsidiary”
means any entity in an unbroken chain of entities beginning with the Company if
each of the entities, or group of commonly controlled entities, other than the
last entity in the unbroken chain then owns 50% or more of the total combined
voting power of the other entities in such


 


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chain.


 


(z)                                   “Total Exercise
Cost” means an amount equal to the Exercise Price multiplied by the number of
Shares being purchased pursuant to the Option.


 


3.                                       Administration
of Plan.


 


(a)                                  The Plan will be
administered by the Committee. The Committee may adopt its own rules of
procedure. Action of a majority of the members of the Committee taken at a
meeting, or action taken without a meeting by unanimous written consent, will
constitute action by the Committee. The Committee will have the power and
authority, in its discretion:


 


(i)


to
select the Participants to whom Grants may be made hereunder;


 


(ii)


to
determine the number of Shares to be covered by each Grant made hereunder;


 


(iii)


to
approve forms of Option and SAR Agreements for use under the Plan;


 


(iv)


to
determine the terms and conditions, not inconsistent with the terms of the Plan,
or any Grant made hereunder;


 


(v)


to
construe and interpret the terms of the Plan and Grants made under the Plan;


 


(vi)


to
adopt rules and procedures relating to the operation and the administration of
the Plan to accommodate the specific requirements of local laws and procedures.
Without limiting the generality of the foregoing, the Committee is specifically
authorized (A) to adopt the rules and procedures regarding the conversion of
local currency, withholding procedures and handling of stock certificates which
vary with local requirements, and (B) the adopt sub-plans and Plan addenda, as
the Committee deems desirable, to accommodate foreign tax laws, regulations and
practice;


 


(vii)


to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans and Plan addenda;


 


(viii)


to
authorize any person to execute on behalf of the Company any instrument
required to effect a Grant previously made by the Committee; and


 


(ix)


to
make all other determinations deemed necessary or advisable for administering
the Plan and any Grants made hereunder.


 


(b)                                 The Committee
may employ attorneys, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company, and the officers of the Company will be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee in good faith will be final and binding upon all Participants, the
Company and all other interested persons. No member of the Committee will be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Grants, and all members of the Committee
will be fully protected by the Company with respect to any such action,
determination or interpretation.


 


4.                                       Eligibility.


 


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Subject
to Paragraph 5(a), the Committee may from time to time make  Grants under the Plan to such
Employees of the Company or any of its  Affiliates, and in such form and having such
terms, conditions and limitations  as the Committee may determine. Prior to
participation in the Plan, the  Committee may require any Participant to
execute a Release and Waiver to Rights  to payments and benefits under certain plans
of Herbalife International, Inc.  Grants may be made singly, in combination or
in tandem. The terms, conditions  and limitations of each Grant under the Plan
will be set forth in an Option  Agreement or SAR Agreement (as the case may
be), in a form or forms approved by  the Committee; provided, however, that such
Option Agreement or SAR Agreement  will contain provisions dealing with the
treatment of Grants in the event of  the termination, death or disability of a
Participant, and may also include  provisions concerning the treatment of Grants
in the event of a Change of  Control of the Company. Notwithstanding the foregoing, Incentive Stock
Options  may only be
granted to Employees.


 


5.                                       Grants.


 


(a)                                  The Committee
may grant Incentive Stock Options only to Employees  of the Company or any “subsidiary corporation”
within the meaning of Code  Section 424(f). The Plan provides for grants only to Employees for
Incentive  Stock Options
and for grants to Employees and consultants for Non-Statutory  Stock Options.


 


(b)                                 At the time of
the Grant, the Committee will determine, and will  include in the Option Agreement, SAR Agreement
or other Plan rules, theexercise price and such other conditions and restrictions on the grant
or  exercise of the
Option or SAR as the Committee deems appropriate.


 


(c)                                  In addition to
any other restrictions contained in the Plan, an  Option or SAR granted under the Plan may not
be exercised more than 10 years  after the date it is granted. An Incentive
Stock Option may not have an  exercise price of less than 100% of the Fair Market Value of a Share on
the  date the Option
is granted.


 


(d)                                 If the aggregate
Fair Market Value (determined on the date the  Option is granted) of a Share subject to an
Incentive Stock Option which is  exercisable for the first time during any
calendar year exceeds $100,000, then  the portion of the Incentive Stock Option in
excess of the $100,000 limitation  will be treated as a Non-Statutory Stock
Option. If an Incentive Stock Option  is granted to a Participant who, at the time
the Option is granted, is deemed  to own more than 10% of the total combined
voting power of all classes of  shares of the Company or any “subsidiary
corporation” of the Company (as more  fully described in Code
Section 422(b)(6)), then (i) the exercise price of the  Option may not be less than
110% of the Fair Market Value of the Common Shares  on the date the Option is granted, and (ii)
such Option may not be exercisable  after the expiration of five years from the
date the Option is granted.


 


(e)                                  Payment of the
Option exercise price will be made in cash or, if  subsequent to an Initial Public Offering,
through the delivery of irrevocable  instructions to a broker to deliver promptly
to the Company an amount equal to  the Option exercise price, in accordance with
the terms of the Plan, the Option  Agreement and of any applicable guidelines of
the Committee in effect at the  time, and subject to increase for any
applicable withholding requirements.


 


(f)                                    Prior to or upon
exercise of an Option, the Committee may  determine, at its discretion, to pay to the
Participant an amount of cash equal  to the amount by which the Fair Market Value
(on the date of exercise) of the  Shares subject to the Option exceeds the
Option exercise price. In this case,  the Participant will not receive any Shares
and will not have to pay the Option  exercise price.


 


(g)                                 Upon exercise of
a SAR, the Participant shall receive from the  Company (a) Shares, (b) cash, or (c) a
combination of Shares and cash, as the  Committee shall determine, at its discretion,
unless the method of payment has  been prescribed in the SAR Agreement. The
amount of cash and/or the Fair Market  Value of the Shares received upon exercise of
the SAR shall, in the aggregate,  be equal to the amount by which the Fair
Market Value (on the date of exercise)  of the Shares subject to the SAR exceeds the
exercise price.


 


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6.                                       Limitations and
Conditions.


 


(a)                                  The total number
of Shares available for Grants under the Plan  will be 18,717,546, reduced by any Shares
granted under the WH Holdings (Cayman  Islands) Ltd. Executive Officer Stock Option
Plan and the WH Holdings (Cayman  Islands) Ltd. Independent Directors Stock
Option Plan, subject to adjustment in  accordance with Paragraph 7 or 8 hereof. If an
Option or SAR expires, is  canceled, forfeited or otherwise terminated without being exercised or
settled,  the Shares
allocable to the unexercised portion of such Option or SAR shall  remain available for grant
under the Plan. Notwithstanding the foregoing, in no  event shall the aggregate number of Shares to be
issued hereunder in anyrolling twelve-month period exceed the number of Shares that the Company
is  permitted to
issue pursuant to the exemption from registration provided by Rule  701 of the Securities Act.


 


(b)                                 No Grants will
be made under the Plan more than 10 years after  the date the Plan is adopted by the Board or
is approved by the shareholders of  the Company, whichever is earlier, but the
terms of Grants made on or before  the expiration of the Plan may extend beyond
such expiration. At the time a  Grant is made or amended or the terms or
conditions of a Grant are changed, the  Committee may provide for limitations or
conditions on such Grant.


 


(c)                                  Nothing
contained herein will affect the right of the Company, an  Affiliate or a Subsidiary to
terminate any Participant’s employment or services  at any time or for any reason.


 


(d)                                 Other than as
specifically provided with regard to the death of a  Participant or as hereinafter provided, no
benefit under the Plan will be  subject in any manner to anticipation, alienation,
sale, transfer, assignment,  pledge, encumbrance, or charge, and any attempt to do so will be void.
No such  benefit will,
prior to receipt thereof by the Participant, be in any manner  liable for or subject to the
debts, contracts, liabilities, engagements, or  torts of the Participant.


 


(e)                                  Participants
will not be, and will not have any of the rights or  privileges of, equityholders of the Company in
respect of any Sharespurchasable in connection with any Grant unless and until certificates  representing any such Shares
have been issued by the Company to such  Participants. Prior to an Initial Public
Offering, each Participant will be  required to enter into the Shareholders’
Agreement with the Company, or execute  a joinder to the Shareholders’ Agreement in a
form provided by the Company,  upon the exercise of any Option or SAR and the issuance of Shares under
the  Plan.


 


(f)                                    No election as
to benefits or exercise of Options or SARs, or  other rights may be made during a Participant’s
lifetime by anyone other than  the Participant except by a legal representative appointed for or by the  Participant.


 


(g)                                 Absent express
provisions to the contrary, any Grant under the  Plan will not be deemed compensation for
purposes of computing benefits or  contributions under any retirement plan of the
Company, its Affiliates or its  Subsidiaries and will not affect any benefits
under any other benefit plan of  any kind now or subsequently in effect under
which the availability or amount  of benefits is related to level of compensation.
The Plan is not an “employee  benefit plan” under Section 3(3) of the Employee Retirement Income
Security Act  of 1974, as
amended.


 


(h)                                 Unless the
Committee determines otherwise, no benefit or promise  under the Plan will be
secured by any specific assets of the Company, its  Affiliates or any of its Subsidiaries, nor
will any assets of the Company, its  Affiliates or any of its Subsidiaries be
designated as attributable or  allocated to the satisfaction of the Company’s obligations under the
Plan.


 


(i)                                     Any right of the
Company to repurchase Shares, as determined  under an Option Agreement, shall terminate
following an Initial Public  Offering.


 


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7.                                       Adjustments.


 


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, or as required under any Option Agreement or
SAR  Agreement, the
Committee may adjust appropriately the number or kind of Shares  or securities subject to the
Plan and available for or covered by Grants and  exercise prices related to outstanding Grants
and make such other revisions to  outstanding Grants as it deems are equitably
required. Any such adjustments for  Incentive Stock Options must meet the
requirements of Code Section 424(a).


 


8.                                       Merger,
Consolidation, Exchange, Acquisition, Liquidation or  Dissolution.


 


In
its absolute discretion, and on such terms and conditions as it  deems appropriate, coincident
with or after the grant of any Option or SAR, the  Committee may provide, with respect to the
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, either (a) that
such Option  or SAR cannot be
exercised after such event, in which case the Committee may  also provide (but will be
under no obligation to provide), either by the terms  of such Option or SAR or by a resolution
adopted prior to the occurrence of  such event, that for some period of time prior
to such event, such Option or  SAR will be exercisable as to all Shares subject thereto which are
exercisable,  or, by virtue of
the event, become exercisable, notwithstanding anything to the  contrary herein (but subject
to the provisions of Paragraph 6(b)) or that the  Option or SAR will be repurchased by the
Company at a specific price and that,  upon the occurrence of such event, such Option
or SAR will terminate and be of  no further force or effect, or (b) that even
if the Option or SAR will remain  exercisable after such event, from and after
such event, any such Option or SAR  will be exercisable only for the kind and
amount of securities and/or other  property, or the cash equivalent thereof,
receivable as a result of such event  by the holder of a number of Shares for which
such Option or SAR could have  been exercised immediately prior to such event, or that the Option or
SAR will  be repurchased
by the Company at a specific price.


 


In
addition, in the event of a Change of Control, the Committee may, in  its absolute discretion and
on such terms and conditions as it deems  appropriate, provide, either by the terms of
such Option or SAR or by a  resolution adopted prior to the occurrence of the Change of Control,
that such  Option or SAR
will be exercisable as to all or any portion of the Shares  subject thereto,
notwithstanding anything to the contrary herein (but subject  to the provisions of
Paragraph 6(b)).


 


9.                                       Securities Law
Requirements.


 


(a)                                  Shares shall not
be issued under the Plan unless the issuance and  delivery of the Shares comply with (or are
exempt from) all applicable  requirements of law, including (without limitation) the Securities Act,
the  rules and
regulations promulgated thereunder, state securities laws and  regulations and the
regulations of any stock exchange or other securities  markets on which the Company’s
securities may then be traded.


 


(b)                                 The Company each
year shall furnish to Optionees and shareholders  who have received Shares under the Plan its
balance sheet and income statement,  if required to do so pursuant to Rule 701 of
the Securities Act unless such  Optionees or shareholders are key Employees
whose duties with the Company  assure them access to equivalent information. Such balance sheet and
income  statement need
not be audited.


 


10.                                 Amendment and
Termination.


 


The
Board will have the authority to make such amendments to any terms  and conditions applicable to
outstanding Grants as are consistent with the Plan  provided that, except for adjustments under
Paragraph 7 or 8, no such action  will modify such Grant in a manner adverse to
the Participant without the


 


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Participant’s
consent except as such modification is provided for or  contemplated in the terms of
the Grant.


 


The
Board may amend, suspend or terminate the Plan except that no such  action, other than an action
under Paragraph 7 or 8, may be taken which would,  without shareholder approval (but only if such
approval is necessary for  exemption under Section 16(b) of the Exchange Act or to meet the
applicable  requirements of
Code Section 422), increase the aggregate number of Shares  available for Grants under
the Plan, change the eligible class of individuals,  decrease the price of outstanding Options,
change the requirements relating to  the Committee or extend the term of the Plan.


 


11.                                 Withholding
Taxes.


 


The
Company will have the right to deduct from any cash payment made  under the Plan any federal,
state or local income or other taxes required by  law to be withheld with respect to such
payment. The Participant must pay to  the Company such amount as may be requested by
the Company for the purpose of  satisfying any liability for such withholding
taxes before the obligation of  the Company to deliver certificates for the
Shares upon the exercise of an  Option or SAR arises. Any Option Agreement or
SAR Agreement may provide that  the Participant may elect, in accordance with  any conditions set forth in
such Option Agreement or SAR Agreement, to pay a  portion or all of such withholding taxes in
Shares.


 


12.                                 Governing Law.


 


The
Plan will be governed by and construed and enforced in accordance  with the laws of the State of
New York, without regard to the conflicts of laws  principles thereof.


 


13.                                 Non-U.S.
Persons.


 


Without
amending the Plan, the Committee may grant Options to eligible  employees who are foreign
nationals on such terms and conditions different from  those specified in this Plan
as may in the judgment of the Committee be  necessary or desirable to foster and promote
achievement of the purposes of the  Plan, and, in furtherance of such purposes,
the Committee may make such  modifications, amendments, procedures, subplans and the like as may be  necessary or advisable to
comply with provisions of laws in other countries in  which the Company or its Affiliates operates
or has employees.


 


14.                                 Effective Date
and Termination Date.


 


The
Plan will be effective on July 31, 2002 and will terminate on
July 31, 2012, subject to earlier termination pursuant to Paragraph 10.


 


APPENDIX A


PROVISIONS FOR CALIFORNIA RESIDENTS


 


The
following sections shall supplement the sections set forth in the  Plan, in the event of a
conflict and shall supercede the applicable provision:


 


15.                                 Miscellaneous.


 


(a)                                  Compliance with
Securities Laws; Listing and Registration. This  Plan is intended to comply with
Section 25102(o) of the California Corporations  Code. Any provision of this Plan which is
inconsistent with Section 25102(o),  including without limitation any provision of
this Plan that is morerestrictive than would be permitted by Section 25102(o) as amended
from time to  time, shall,
without further act or amendment by the Board or the Committee, be  reformed to comply with the
requirements of Section 25102(o). If at any time  the by the Board or the
Committee determines that the delivery of Shares under  the Plan is or may be
unlawful under the laws of any applicable jurisdiction,  or federal or state securities
laws, the right to exercise an Option or receive  shares of Shares pursuant to an Option shall
be suspended until the Board or  the Committee determines that such delivery is
lawful. The Company shall have  no obligation to effect any registration or
qualification of the Shares under  federal or state laws.


 


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The
Company may require that an Optionee, as a condition to exercise of  an Option, and as a condition
to the delivery of any share certificate, make  such written representations (including
representations to the effect that such  person will not dispose of the Shares so
acquired in violation of federal or  state securities laws) and furnish such
information as may, in the opinion of  counsel for the Company, be appropriate to
permit the Company to issue the  Shares in compliance with applicable federal
and state securities laws. The  certificates for any Shares issued pursuant to
this Plan may bear a legend  restricting transferability of the Shares unless such Shares are
registered or  an exemption
from registration is available under the Securities Act of 1933  and applicable state
securities laws.


 


(b)                                 Financial
Statements. The Company will provide financial  statements to each Option recipient annually
during the period such individual  has Options outstanding, or as otherwise
required under Section 260.140.46 of  Title10 of the California Code of Regulations.
Notwithstanding the foregoing,  the Company will not be required to provide
such financial statements to Option  recipients when issuance is limited to key
employees whose services in  connection with the Company assure them access to equivalent
information.


 


(c)                                  Voting Rights.
The Company will comply with Section 260.140.1 of  Title 10 of the California
Code of Regulations with respect to the voting  rights of Stock.


 


(d)                                 Company’s
Repurchase Option. At the discretion of the Board or  the Committee, the Company may reserve to
itself and/or its assignee(s) in the  Option Agreement a right to repurchase shares
held by an Optionee for a period  of ninety (90) days following the later of (i)
181 days after such Optionee  exercises such Option or (ii) such Optionee’s termination from the
Company for  cash and/or
cancellation of purchase money indebtedness, at: (A) with respect  to vested shares, the Fair
Market Value of such Shares on the Optionee’s  termination date, provided, that such right to
repurchase vested sharesterminates following an Initial Public Offering; or (B) with respect to  unvested shares, the Optionee’s
exercise price, provided, that to the extent  the Optionee is not an officer, director or
consultant of the Company or of a  Parent or Subsidiary to the Company, such
right to repurchase unvested shares  at the exercise price lapses at the rate of at
least twenty percent (20%) per  year over five (5) years from the date of
grant of the option.


 


(e)                                  Number of
Shares. At no time shall the total number of Shares  issuable upon exercise of all outstanding
options and the total number of  Shares provided for under any stock bonus or
similar plan of the Company exceed  the applicable percentage calculated in
accordance with 260.140.45 of Title 10  of the California Code of Regulations.


 


(f)                                    Exercise Price.
The Exercise Price of a Non-Statutory Option  shall not be less than 85% of the Fair Market
Value of a Share on the date of  grant. Subject to the preceding sentence, the
Exercise Price under any Option  shall be determined by the Committee in its
sole discretion. If a Non-Statutory  Stock Option is granted to a Participant who,
at the time the Option is  granted, is deemed to own more than 10% of the total combined voting
power of  all classes of
shares of the Company or any “subsidiary corporation” of the  Company (as more fully
described in Code Section 422(b)(6)), then the Exercise  Price of the Option may not
be less than 110% of the Fair Market Value of the  Shares on the date the Option is granted.


 


QuickLinks


 


WH
HOLDINGS (CAYMAN ISLANDS) LTD. STOCK INCENTIVE PLAN (as restated on November 5,
2003)


 


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