2005 STOCK INCENTIVE PLAN
NONEMPLOYEE DIRECTORS STOCK APPRECIATION RIGHT AGREEMENT
This Nonemployee Directors Stock Appreciation Right Agreement (this “ Agreement ”) dated as of
, 20 (the “ Grant Date ”) between Herbalife Ltd., an entity organized under the laws of the
Cayman Islands (the “ Company ”), and [DIRECTOR] (“ Participant ”).
WHEREAS, the Company, by action of the Board established the Herbalife Ltd. Amended and Restated
Independent Directors Deferred Compensation and Stock Appreciation Right Plan (the “ Independent Directors
WHEREAS, the Board has determined that Participant is an independent director of the Company and the
Company desires to encourage Participant to own Common Shares for the purposes stated in Section 1 of the Plan
and the Independent Directors Plan;
WHEREAS, Participant and the Company have entered into this Agreement to govern the terms of the Stock
Appreciation Right Award (as defined below) granted to Participant by the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained
herein, the Company and Participant, intending to be legally bound, hereby agree as follows:
1. Grant .
(a) The Company hereby grants to the Participant an Award of Stock Appreciation Rights (the “
Award ”) in accordance with Section 8 of the Plan and subject to the terms and conditions set forth herein and in
the Plan (each as amended from time to time). Each Stock Appreciation Right represents the right to receive, upon
exercise of the Stock Appreciation Right pursuant to this Agreement, from the Company, a payment, paid in
Common Shares, par value $.002 per share, of the Company (the “ Common Shares ”), equal to (i) the excess of
the Fair Market Value, on the date of exercise, of one Common Share (as adjusted from time to time pursuant to
Section 12 of the Plan) over the Base Price (as defined below) of the Stock Appreciation Right, divided b