Grant. The Committee has granted to You RSUs representing the right to receive [Shares Granted] Shares in consideration for services to be performed by You for the Company or an Affiliate.

Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in Paragraph 3 (the “Restricted Stock Units”). Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock of the Company, subject to the terms and conditions set forth in this Agreement.

Grant. When an Award of Restricted Stock Units is granted under the Plan, the Administrator shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Restricted Stock Units, subject to the Applicable Laws, (including any applicable securities laws), and the time within which such person must accept such offer, if applicable. The offer of an Award of Restricted Stock Units shall be accepted by execution of a Restricted Stock Unit Agreement in the form determined by the Administrator.

Grant. The Company hereby grants to Participant, as a matter of separate inducement and agreement in connection with Participant’s service to the Company, the right and option to purchase (“Option”) all or any part of an aggregate of ​ Common Units (“Option Units”), on the terms and conditions set forth herein and in the Plan, subject to adjustment as provided in [Section 8] of the Plan, at a purchase price per Option Unit of $1.00 (“Exercise Price”). The Exercise Price is equal to the Fair Market Value of the Common Stock on the date hereof, which is the date on which the Option was granted to Participant (“Option Date”). This Option is not intended to qualify as an incentive stock option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Grant. The Company hereby grants to the Employee under the Plan an Award of the Target Number of Performance Shares set forth on the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan. The Performance Shares in which the Employee may vest shall depend upon achievement ​ for the Performance Period and shall be determined in accordance with the Performance Matrix, attached hereto as [Appendix B]. In accordance with the Performance Matrix, the number of the Performance Shares in which the Employee may vest will range ​. The number of such Performance Shares shall be determined by the Committee following the end of the applicable Performance Period, and shall be certified by the Committee following the end of each such Performance Period. When Shares are paid to the Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will be subject to the appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

In addition, we offered you, and you accepted, an off-cycle equity grant with a grant value equal to $1,500,000, which will vest 100% on April 7, 2023 (“Retention RSUs”), in accordance with the Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation the enclosed copy of this letter. A duly authorized officer of the Corporation will sign this letter and a fully executed copy will be returned to you, constituting our agreement on this subject. Unless and until accepted in writing by the Corporation, this Agreement is deemed to be neither executed nor effective.

The Plan shall be effective as of January 1, 2020.

Effective Date. This Plan was established effective January 1, 1983, and previously amended and restated as of January 1, 1987, January 1, 1998, and August 1, 2003. The Plan was further amended as of March 1, 2005. The Plan was amended and restated effective as of December 24, 2005, and conformed to include amendments through January 1, 2007. The Plan was amended and restated effective as of January 1, 2009, and conformed to include amendments through March 31, 2011. The Plan was amended and restated effective as of December 31, 2012, and conformed to include amendments through that date. The Plan was amended and restated effective as of January 1, 2014, and conformed to include amendments through that date. The Plan was amended and restated January 1, 2017, and is hereby amended and restated effective as of October 1, 2021.

Effective Date. The purchase and sale of the Securities shall take place on the Effective Date. On the Effective Date, the Company shall register the Securities in the Purchaser’s name on the books of the Company, against delivery to the Company of the original Note for conversion and cancellation, whereupon the Company shall issue to the Purchaser a new note for the balance of the remaining principal amount of the Note.