FINANCIAL STATEMENTS

EX-10.80 2 v29435exv10w80.htm EXHIBIT 10.80 exv10w80

Exhibit 10.80

AMENDMENT AGREEMENT

This AMENDMENT AGREEMENT (the “Amendment Agreement”) is executed on March 26, 2007 and effective as of March 15, 2006, by and among Michael O. Johnson (“Executive”), Herbalife International, Inc., and Herbalife International of America, Inc.

WITNESSETH

WHEREAS, the parties have previously entered into that certain Employment Agreement, dated as of April 3, 2003, as amended (the “Employment Agreement”);

WHEREAS, on March 15, 2006 the parties modified the basis upon which Executive’s annual performance bonus, if any, is determined from Net Income to Earnings Per Share (“EPS”), and

WHEREAS, the parties now wish to memorialize the aforementioned modifications to the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties hereby amend Annex A of the Employment Agreement so that it reads in its entirety as follows:

“Annex A”

Bonus Targets and Target Bonus Amounts

For the year ended December 31, 2006 and each subsequent year during the Term, Executive shall be entitled to a bonus, if earned, in an amount equal to the sum of (y) the EPS bonus, if any, and (z) the Alternative Performance Target (“APT”) bonus, if any. Executive shall have earned a bonus based upon the level of achievement by Herbalife Ltd. of earnings per share and the APT Target (as hereinafter defined), as determined based on the audited financial statements of Herbalife Ltd. and its consolidated subsidiaries for the relevant fiscal year, in the percentages set forth on the following table. For the purposes of the APT bonus, “APT Target” shall mean one or more metrics set annually by the Board (upon the recommendation of the Board of Directors of the Company’s ultimate parent entity) after consultation with Executive, and determined by reference to an annual plan (the “Plan”) approved by the Board (upon the recommendation of the Board of Directors of the Company’s ultimate parent entity) for the relevant fiscal year. The Board shall deliver written notice to Executive of the APT Target no later than January 31 of the relevant fiscal year.

(A)

(B)

(C)

...Executive shall

If the Company

be awarded an

...Executive shall

achieves this

Alternative

be awarded an EPS

percentage of the

Performance Bonus

If the Company

Bonus equal to the

Alternative

equal to the

achieves this

product of

Performance Target

product of

percentage of EPS

Executives Base

as determined by

Executive’s Base

as set forth in the

Salary and this

reference to the

Salary and this

Plan...

factor:

Plan...

factor:

Greater than or equal to 108%

1.5

Greater than or equal to 108%

0.5

Greater than or equal to 104%

and less than 108%

1.3125

and less than 108%

0.4375

Greater than or equal to 100%

and less than 104%

1.125

and less than 104%

0.375

Greater than or equal to 95% and

less than 100%

0.84375

less than 100%

0.28125

Greater than or equal to 90% and

less than 95%

0.5625

less than 95%

0.1875

Greater than or equal to 85% and

less than 90%

0.42225

less than 90%

0.14075

Greater than or equal to 80% and

less than 85%

0.28125

less than 85%

0.09375

Less than 80%

-0-

Less than 80%

-0-

Notwithstanding any provision in this Agreement to the contrary (y) in no event shall the bonus earned by Executive for any calendar year (including 2005) be greater than 200% of Executive’s Base Salary, and (z) seventy-five percent (75%) of the Executive’s overall annual bonus potential shall be attributable to the EPS Bonus, and twenty-five percent (25%) of the Executive’s overall bonus potential shall be attributable to the Alternative Performance Bonus.”

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed as of the date first-above written.


HERBALIFE INTERNATIONAL, INC

By:

		Name: Brett R. Chapman
		Title: General Counsel


HERBALIFE INTERNATIONAL OF AMERICA, INC.

By:

		Name: Brett R. Chapman
		Title: General Counsel


MICHAEL O. JOHNSON