0001299933-06-006918 Sample Contracts

STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • October 26th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Stock Unit Award Agreement (this “Agreement”) is dated as of this 24th day of October, 2006 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and Richard P. Goudis (“Participant”).

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HERBALIFE LTD. 2004 STOCK INCENTIVE PLAN
Stock Option Agreement • October 26th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Amendment to the Stock Option Agreement (the “Amendment”) is made as of October 24, 2006, by and between Herbalife Ltd. (the “Company”), and Richard P. Goudis (the “Executive”), and will be effective.

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HERBALIFE LTD. STOCK INCENTIVE PLAN
Stock Incentive Plan • October 26th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries

This Amendment to the Stock Option Agreement (the “Amendment”) is made as of October 24, 2006, by and between Herbalife Ltd. (the “Company”), and Richard P. Goudis (the “Executive”), and will be effective.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 26th, 2006 • Herbalife Ltd. • Wholesale-drugs, proprietaries & druggists' sundries • California

This Employment Agreement (“Agreement”), dated as of October 24, 2006 is made and entered into by RICHARD P. GOUDIS (“Executive”) and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”). The parties to this Agreement agree as follows:

Sample 1
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