EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (the “AGREEMENT”), dated as of December 18, 2007 and effective as of December 3, 2007 (the “Effective Date”), is made and entered into by Paul Noack (“EXECUTIVE”) and HERBALIFE INTERNATIONAL OF AMERICA, INC. (“COMPANY”). The parties to this Agreement agree as follows:

Executive is currently employed by the Company at the Company’s primary office location in metropolitan Los Angeles, California (the “Home Location”). It is intended that Executive shall hereafter (i) relocate his primary place of employment to Hong Kong (the “Host Location”) at such time as Executive and the Company mutually determine and agree (the occurrence and continuation of such event being herein referred to as the “Relocation”) and (ii) at such time as the period of the Relocation shall end, Executive shall return to the Home Location (the occurrence of such event being herein referred to as the “Return”). Executive’s Relocation shall in all events be subject to the proper and timely processing of passport, visa, work permit and other related documents, as well as medical and Hong Kong government clearances, required of the Executive in connection with this international assignment.

Notwithstanding anything to the contrary in this Section, during any period that Executive is seconded by the Company to another entity, Executive shall not have any authority to negotiate on behalf of the Company, or to modify or accept contracts on behalf of the Company or to otherwise bind the Company to any contract with any third party or to conduct any business in the name of or on behalf of the Company. Further, any contract presented to Executive that is intended to bind the Company must be entered into by a duly authorized officer of the Company located in the principal business offices of the Company in the United States.

Base Salary . Executive shall receive a Base Salary at the per annum rate of Five Hundred Fifty Thousand US Dollars (US$550,000), payable bi-weekly to Executive’s U.S. bank account in accordance with the Company’s payroll procedures. Additionally, Executive shall receive 20,000 stock appreciation rights (“SAR”) and 10,000 restricted stock units (“RSU”) under the Herbalife Ltd. 2005 Stock Incentive Plan (the “2005 Plan”), which shall vest and otherwise be governed according to the terms of the 2005 Plan and the underlying SAR and RSU Unit Award Agreements provided separately to Executive.

Cost of Living Allowance . Once Executive’s family relocates to the Host Location (the “Family Relocation”), Company shall pay Executive a monthly cost of living allowance equal to $1,333 USD/month. Such allowance together with certain other benefits provided to Executive hereunder is herein referred to as a “HK Perquisite.”

Housing . The Company shall pay the housing rental of Executive, including the housing deposits, utilities, and telephone charges as follows: From and after Executive’s Relocation and until the Family Relocation, the Company will provide housing to Executive in the form of a two-bedroom, furnished apartment at the Four Seasons located in Hong Kong. Upon the Family Relocation, the Company will provide housing in the form of a 4-bedroom unfurnished apartment having total monthly expense, including utilities and phone charges, in such reasonable and customary amount as conditions in Hong Kong require and as shall be mutually agreed and approved by the Company and Executive. In each such case, the underlying lease, utilities and phone charges shall be in the Company name and the Company shall pay the utilities, phone and landlord directly. All amounts advanced for deposits shall be returned to Company at the conclusion of the rental. Such payments and provisions for housing together with certain other benefits provided to Executive hereunder are also herein referred to as a “HK Perquisite.”

While Executive is residing in the two-bedroom apartment (i.e., before the Family Relocation), he shall receive a $500 monthly differential payment for food, daily expenses and other incidentals. Such monthly payment together with certain other benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”

Dependent Education Reimbursement . Upon the Family Relocation and Executive’s children’s enrollment in school, the Company shall reimburse Executive the reasonable cost of tuition fees for each child under age 18; provided, however, that such schooling reimbursement shall be only for the equivalent of kindergarten through 12 ^th grade. Additionally, Company shall reimburse Executive for the cost of ancillary fees for books, local transportation (such transportation to be only by school bus or mass transit (i.e., subway, public bus)) and, if required, uniforms. Such reimbursement payments and provisions for educational needs together with certain other benefits provided to Executive hereunder are also herein referred to as a “HK Perquisite.”

Transport Expenses . From and after the Family Relocation, Company shall provide Executive a car for use in the performance of his duties. The car will be the customary vehicle for locals of Executive’s position with lease payments not to exceed $1,750 USD/month. Such provision of said auto allowance together with certain other benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”

Bonus . Executive is eligible to participate in the Company’s Senior Management Bonus Incentive Plan. Payouts are discretionary, but if made, are based against specific objectives set through Company’s Performance Management Program (Management By Objectives) for both Executive and Company. The bonus payment is at the discretion of the senior executives of Company. The payout target for your position shall not be less than 50% of your calendar year ending Base Salary.

Long Term Incentive Plan . Executive shall be eligible and entitled to participate in the Company’s long term incentive plan for senior executive employees, if any. The size, form and timing of grants, if any, shall be consistent with competitive practice, internal positions responsibilities, and subject to the joint approval of the Chief Executive Officer of the Company as well as the Company’s Compensation Committee serving under its Board of Directors.

Vacation . Executive shall receive all Hong Kong public holidays and shall also be entitled to four (4) weeks vacation leave per year to be taken at a mutually convenient time or times. If not so taken, Executive shall be entitled to accrue and carry over any unused vacation to future years up to a maximum of ten (10) weeks of paid vacation; it being intended that once such maximum amount of vacation time is so accrued, no additional vacation will accrue to Executive until such time as Executive’s vacation accrual drops below an aggregate of ten (10) weeks. In no event will Executive’s vacation accrual exceed ten (10) weeks. Additionally, the Company will provide business class travel for one home leave trip per year for Executive and accompanying immediate family dependents (five tickets total) to visit Executive’s point of origin Los Angeles, California in the United States (“Home Location”). If possible, Executive should schedule his trip to the Home Location to coincide with a business trip. Such provision of such travel accommodations together with certain other benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”

Health Benefits and Insurance Coverage . Executive and Executive’s qualified dependents shall be entitled to participate in or receive benefits under each benefit plan or arrangement made available by the Company to its most senor executives (including its President and Chief Operating Officer) but specifically excluding its Chief Executive Officer) including without limitation, those relating to group medical, dental, vision, long-term disability, Directors and Officers liability insurance, accidental death and dismemberment insurance, and life insurance, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and subject to the Company’s right to modify, amend or terminate any such plan or arrangement with or without prior notice. Executive shall be entitled to participate in the Company’s 401K program and the Company’s Deferred Compensation program. To the extent that any such benefit plan is not available in the Host Location, the Company shall provide Executive and qualified immediate dependents with a reasonable alternative coverage plan for benefits similar to that provided to US-based employees at Executive’s level.

Tax

Tax Service . While on assignment to the Host Location, Executive will pay the same U.S. income (federal, state and local) and social security taxes that Executive would have paid had Executive remained in the Home Location. To accomplish this, there will be an amount deducted from Executive’s pay corresponding to the U.S. federal and state and local (if applicable) income tax, as well as U.S. Social Security tax, medicare tax, and any other tax applicable to Executive’s Home Location, that Executive would have paid on all compensation and benefits received hereunder (other than the HK Perquisites) and had Executive lived and worked in the United States (“retained hypothetical tax”). This retained hypothetical tax will be calculated and deducted from Executive’s compensation and will replace actual withholdings. After Executive’s tax returns are prepared, Executive’s retained hypothetical tax will be recomputed to reflect the actual facts (including Executive’s receipt of all compensation and benefits, including the HK Perquisites and all tax gross up or similar payments required hereunder) for the year (the “final actual tax”) and the difference between the retained hypothetical tax and the final actual tax will be settled promptly thereafter and paid by the Company (either to Executive or to all applicable taxing authorities). Executive will be required to comply with all U.S., state and local and foreign laws regarding personal income and social taxes. The Company will be responsible for the payment of all U.S., state and local and foreign income and social taxes to which Executive is liable related to the period of Executive’s assignment. It is fully intended that Executive be made whole on an after tax basis such that after taking into account all payments, compensation, reimbursements, and benefits (including HK Perquisites) hereunder, Executive shall have borne the burden of solely the amount of the retained hypothetical tax with the burden for all other taxes, assessments or payments in excess thereof remitted to any applicable governmental or taxing authority being borne and paid by the Company (including those attributable to any such payments so made by the Company on Executive’s behalf hereunder).

Executive will be responsible and liable for the submission of Host and Home Location tax returns. To assist Executive in this regard, the Company will designate a tax return preparer and pay for the preparation of required tax returns and tax equalization settlement calculations for Executive for all tax years affected by the expatriate assignment. For purposes of the Company’s tax equalization policy, Executive agrees to either personally provide the Company with a copy of Executive’s completed tax returns applicable to the years affected by Executive’s expatriate assignment or allow the tax return preparer to provide this information directly to the Company for Executive. The Company recommends that Executive consult such tax return preparer prior to his departure to discuss the provision of tax equalization services and to confirm his understanding of such provision. Such payments and provisions for Executive’s tax return preparation together with certain other benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”

Tax Equalization . The Company believes that an employee accepting an expatriate assignment should neither gain nor lose economically (tax equalization) from an income or social security taxation standpoint.  It is the Company’s intention that an expatriate assignment be tax neutral to the employee.  Therefore, except for those tax gross-up payments required to be made by the Company to or for the benefit of Executive hereunder, Executive will generally be held responsible, during the expatriate assignment, for no more and no less than total income and social security taxes that he would have incurred (exclusive of his receipt of the HK Perquisites) had he not accepted an expatriate assignment and remained working in the Home Location.  Thus Executive shall receive all assignment allowances such as housing, transportation, cost of living, education, tax reimbursement and other expatriate allowances on a tax-free basis.

The terms, conditions, allowances, and other expatriate policies and procedures of the Company will apply to you and those dependents who will reside with you in the Host Location.  A copy of Herbalife’s “Policies and Procedures for Expatriate Assignments” along with the “Tax Equalization Policy” has been provided to you for your review.

Tax Gross Up Payments . In the event that either (i) any HK Perquisite that is or may be paid or provided to or in respect of Executive by the Company or any affiliated Company pursuant to this Agreement (“Covered Payments”), results in any income or other tax liability or obligation imposed upon Executive (each a “Reimbursable Tax”) or (ii) any amount or benefit that may be paid or provided to or in respect of Executive by the Company or any affiliated company, whether pursuant to this Agreement or otherwise (also collectively “Covered Payments”), is or may become subject to the tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision) (“Excise Tax”), the Company shall pay to Executive a “Reimbursement Amount” defined as an amount which, when added to the Covered Payments and after taking into account any federal, state or local tax resulting from the Covered Payment and the Reimbursement Amount, will provide Executive with after tax receipts equal to the amount that Executive would have earned and received had no Reimbursable Tax or Excise Tax been imposed on the applicable Covered Payments.

All payments made under this Agreement will be made in compliance with Section 409A (“Section “409A”) of the Internal Revenue Code of 1986, as amended (or any successor provision), and the parties hereto agree that this Agreement will be amended prior to December 31, 2008, such that it will be in compliance with Section 409A. To the extent that the Company enters into any agreement with the Company’s Chief Financial Officer and General Counsel (the “Comparable Executives”) prior to December 31, 2008, pursuant to which the Company agrees to provide such Comparable Executives indemnification under Section 409A, the Company shall provide Executive similar indemnification.

A guide to what will be tax equalized and what will be grossed up is attached hereto as Annex A.

Club Use . Company shall reimburse Executive up to $13,200 USD/ year for one family club membership for Executive and his family members upon proper substantiation. Additionally, Company shall reimburse Executive for any customary and reasonable business expenses related to entertaining at such club in keeping with Company policy. Such payments or reimbursements pertaining to such club membership together with certain other benefits provided to Executive hereunder is also herein referred to as a “HK Perquisite.”

One-Time Relocation, Family Relocation and Return Expenses . The Company shall provide and pay for the following expenses and/or services as they relate to and are used in connection with each of (i) the Relocation of each of Executive and Executive’s family members and (ii) the Return of each of Executive and Executive’s family members:

Other Benefits . Additionally, Executive shall receive all other benefits that those Company executives that are similarly situated to Executive (i.e., Band 3 executives) currently receive.

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