HERBALIFE INTERNATIONAL INC
EXHIBIT 10.29
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>4
<FILENAME>v66882ex10-29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.29


                              EMPLOYMENT AGREEMENT


       This Employment Agreement (the "AGREEMENT"), dated as of November 1, 2000
(the "EFFECTIVE DATE"), is made and entered by and between John Reynolds (the
"EXECUTIVE") and HERBALIFE INTERNATIONAL, INC., a Nevada corporation ("PARENT"),
and HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation
("OPERATING COMPANY") (collectively, Parent and Operating Company are referred
to herein as the "COMPANY").

                                    RECITALS

       A.     The Company is engaged primarily in the distribution of weight
              management, nutritional and personal care products through a
              "multi-level" marketing system.

       B.     The Company desires to be assured of the services of the Executive
              by employing the Executive in the capacity and on the terms set
              forth below.

       C.     The Executive desires to commit himself to serve the Company on
              the terms herein provided.

                                    AGREEMENT

       NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:

1.     Employment Period. The Company shall continue to employ the Executive and
       the Executive shall continue in the employ of the Company for the period
       commencing on the Effective Date and ending on the date that is three (3)
       years thereafter, unless sooner terminated in accordance with the
       provisions of this Agreement (the "INITIAL TERM"). After the Initial
       Term, the parties may (but shall be under no obligation to), by written
       agreement, renew or extend the term of the Agreement for an additional
       period or periods. The term of each renewal period of this Agreement is
       referred to herein as a "RENEWAL PERIOD"; and references to the "TERM"
       shall mean the period beginning on the Effective Date and ending on the
       date of termination of Executive's services for the Company, whether at
       the end of the Initial Term or a Renewal Term or otherwise in accordance
       with the provisions of this Agreement. Upon expiration of the Term,
       except as expressly set forth herein (including in Section 5 and Section
       6), this Agreement and all of its provisions shall terminate and shall
       cease to have any force or effect.

2.     Duties

       (a)    During the Term, the Executive shall serve as Executive Vice
              President - Distributor Relations of the Company, with such
              authority and duties as assigned to him from time to time by the
              Board of Directors or Chief Executive Officer of Parent that are
              consistent with the customary duties of an officer with such or a
              similar title. Executive will work principally in the



<PAGE>   2

              Los Angeles (Century City), California offices of the Company, but
              will also conduct such business travel as is reasonably required
              to fulfill his duties hereunder. During the Term, Executive shall
              report to the Chief Executive Officer of Parent.

       (b)    During the Term, the Executive shall, during customary business
              hours (Monday through Friday), devote not less than an average of
              thirty (30) hours per week of his working time, attention, skill
              and efforts to the business and affairs of the Company, will use
              his best efforts to promote the success of the Company's business,
              and shall not enter the employ of or serve as a consultant to, any
              other company, where such conduct would be inconsistent with, in
              competition with, or restrict the Executive from carrying out, his
              duties to the Company, without the prior written consent of the
              Board of Directors of Parent; provided, however, the foregoing
              shall not preclude the Executive from devoting a reasonable amount
              of time to managing Executive's investments and personal affairs,
              to charitable and civic activities and to his duties as a trustee
              of the Mark Hughes Family Trust.

3.     Compensation and Related Matters

       (a)    Salary. During the Term, the Executive shall receive a salary at
              the per annum rate of Six Hundred Thousand Dollars ($600,000),
              payable in bi-weekly installments or otherwise in accordance with
              the Company's payroll practices for senior executives. Executive's
              annual base salary shall be subject to review from time to time
              for possible increases by the Board of Directors of Parent.
              Executive's base salary, as increased from time to time, shall be
              referred to as the "BASE SALARY."

       (b)    Expenses. The Company shall reimburse the Executive for all
              reasonable travel and other reasonable out-of-pocket business
              expenses incurred by the Executive in the performance of his
              duties under this Agreement upon evidence of payment and otherwise
              in accordance with the Company's procedures in effect from time to
              time.

       (c)    Employee Benefits; Bonus Plans. During the Term, the Executive
              shall be entitled to participate in or receive benefits under each
              benefit plan or arrangement made available by the Company to its
              senior executives (including, without limitation, those relating
              to group medical, dental, vision, long-term disability and life
              insurance, stock options and automobile allowances) on terms no
              less favorable than those generally applicable to senior
              executives of the Company, subject to and on a basis consistent
              with the terms, conditions and overall administration of such
              plans. In addition, during the Term the Executive shall continue
              to participate in the cash bonus plans and programs of the Company
              (each such plan, a "BONUS PLAN"), with performance goals
              established in a manner substantially consistent with past and
              current practice and affording the Executive an opportunity to
              earn bonuses at levels not materially less favorable to the
              Executive than under plans and programs currently in effect.


                                      -2-
<PAGE>   3

       (d)    Vacation. The Executive shall be entitled to four (4) weeks
              vacation during each year of the Term, unless the vacation
              policies for senior executives of the Company provide for a
              greater amount of vacation, in which case Executive shall be
              entitled to such greater amount. Unused vacation in any year shall
              carry over to subsequent years without limitation, unless
              otherwise provided in a vacation pay policy that is generally
              applicable to the senior executives of the Company.

       (e)    Deductions and Withholdings. All amounts payable or which become
              payable hereunder shall be subject to all deductions and
              withholding required by law.

4.     Termination. The Executive's services for the Company and the Term of
       this Agreement may be terminated under the following circumstances:

       (a)    Death. The Executive's services hereunder shall terminate upon his
              death. In the case of the Executive's death, the Company shall pay
              to the Executive's beneficiaries or estate, as appropriate, after
              his death, his then current accrued and unpaid Base Salary as well
              as 100% of any accrued and unpaid bonus for any years preceding
              the year of termination and Executive's target bonus for the year
              of termination (collectively the "UNPAID BONUS"), plus an
              additional amount equal to one year of Base Salary and Executive's
              target bonus for the current year, and other benefits and payments
              then due (including, without limitation, reimbursement of amounts
              under Section 3) to which the Executive is then entitled
              hereunder. Except as provided in Section 4(h) below, Executive and
              his beneficiaries as appropriate, shall be entitled to no other
              compensation under this Agreement following, or as a result of, a
              termination under these circumstances.

       (b)    Disability

              (i)    If a Disability (as defined below) of the Executive occurs
                     during the Term, the Company may give the Executive written
                     notice of its intention to terminate his employment. In
                     such event, the Executive's services with the Company shall
                     terminate on the effective date specified in such notice.
                     In the case of a termination as a result of a Disability,
                     the Company shall pay to the Executive after his
                     termination his then current accrued and unpaid Base Salary
                     and Unpaid Bonus, plus an additional amount equal to one
                     year of Base Salary and Executive's target bonus for the
                     current year, and other benefits and payments then due
                     (including, without limitation, reimbursement of amounts
                     under Section 3 to which the Executive is entitled
                     hereunder). Except as provided in Section 4(h) below,
                     Executive and his beneficiaries, as appropriate, shall be
                     entitled to no other compensation under this Agreement
                     following, or as a result of, a termination under these
                     circumstances.



                                      -3-
<PAGE>   4

              (ii)   For the purpose of this subsection 4(b), "DISABILITY" shall
                     mean the Executive's inability to perform his duties to the
                     Company on a full-time basis for 120 consecutive days or a
                     total of 180 days in any twelve month period as reasonably
                     determined by the Board of Directors.

       (c)    Termination by the Company for Cause. The Company may terminate
              the Executive's services hereunder for Cause (as defined below) at
              any time upon written notice to the Executive. In such event, the
              Executive's services shall terminate on the effective date
              specified in such notice. In the case of the Executive's
              termination for Cause, the Company shall promptly pay to the
              Executive his then current accrued and unpaid Base Salary and
              accrued and unpaid bonus for any years preceding the year of
              termination and other benefits and payments then due (including,
              without limitation, reimbursement of amounts under Section 3) to
              which the Executive is entitled hereunder. Except as provided in
              Section 4(h) below, the Executive and his beneficiaries, as
              appropriate, shall be entitled to no other compensation under this
              Agreement following, or as a result of, a termination under these
              circumstances. For purposes of this Agreement, the Company shall
              have "CAUSE" to terminate Executive's services hereunder in the
              event of any of the following acts or circumstances: (i) acts or
              omissions by the Executive which constitute intentional material
              misconduct or a knowing violation of a material written policy of
              the Company or any of its subsidiaries; (ii) the Executive
              personally receiving a benefit in money, property or services from
              the Company or any of its subsidiaries or from another person
              dealing with the Company or any of its subsidiaries, in material
              violation of applicable law or written Company policy; (iii)
              willful destruction by Executive of property of the Company or a
              subsidiary having a material value to the Company or such
              subsidiary; (iv) fraud, embezzlement or theft from the Company, or
              comparable dishonest activity committed by Executive against the
              Company, or comparable dishonest activity committed by Executive
              which might otherwise have a material detrimental effect on the
              Company; (v) Executive's conviction of or entering a plea of
              guilty or nolo contendere to any crime constituting a felony
              involving fraud, embezzlement or moral turpitude (excluding acts
              involving a de minimis dollar value and not related to the Company
              or a subsidiary, provided that such acts do not otherwise have a
              material detrimental effect on the Company); (vi) Executive's
              gross failure to discharge Executive's duties (other than due to
              physical or mental illness) commensurate with Executive's title
              and function or Executive's failure to comply with the lawful
              directions of the Board of Directors of Parent, or Executive's
              breach of any other provision of this Agreement in any material
              respect, in any such case that is not cured within thirty (30)
              days after Executive has received written notice thereof from such
              Board of Directors; or (vii) a willful and knowing material
              misrepresentation to the Board of Directors of Parent.


                                      -4-

<PAGE>   5

       (d)    Termination by the Executive Without Good Reason. The Executive
              may terminate his employment hereunder for other than Good Reason
              (as defined below), provided that Executive first gives the
              Company a written notice of termination at least fifteen (15)
              calendar days prior to the effective date of any such termination.
              In the event the Executive terminates his employment for other
              than Good Reason, the Company shall pay to the Executive his then
              current accrued and unpaid Base Salary and accrued and unpaid
              bonus for any year preceding the year of termination and other
              benefits and payments then due (including, without limitation,
              reimbursement of amounts under Section 3) to which the Executive
              is entitled hereunder. Except as provided in Section 4(h) below,
              the Executive and his beneficiaries, shall be entitled to no other
              compensation under this Agreement following, or as a result of, a
              termination under these circumstances.

       (e)    Good Reason. For purpose of this Agreement, "GOOD REASON" means,
              other than with the Executive's consent in writing that such event
              or circumstance will not constitute Good Reason, the occurrence of
              any of the following: (i) the Company reduces Executive's Base
              Salary; (ii) with respect to the Executive, the Company
              discontinues any Bonus Plan in which Executive participates
              without immediately replacing such Bonus Plan with a plan that is
              the substantial economic equivalent of such Bonus Plan, or a
              successor to the Company fails or refuses to assume the
              obligations of the Company under such Bonus Plan or under a plan
              that is the substantial economic equivalent of such Bonus Plan;
              (iii) the Company requires Executive to change the location of
              Executive's principal office, so that Executive will be based at a
              location more than twenty (20) miles from the location of
              Executive's principal office as of the Effective Date; (iv) the
              Company reduces Executive's responsibilities in any material
              respect or directs Executive to report to a person of lower rank
              or responsibilities than the person(s) to whom Executive reports
              as specified in this Agreement; (v) a successor to the Company
              fails or refuses to assume the obligations of the Company under
              this Agreement; (vi) the removal of Executive from the position
              the Executive holds with the Company pursuant to this Agreement;
              (vii) any material decrease or other material adverse change in
              the duties, responsibilities or authority of Executive below his
              duties and responsibilities contemplated in Section 2; or (viii)
              any other material breach by the Company of this Agreement, and
              which, with respect to clauses (v), (vii) or (viii) hereof,
              continues uncured for thirty (30) days after receipt by the
              Company of written notice of breach from the Executive.

       (f)    Termination by the Company Without Cause. The Company may
              terminate the Executive's services hereunder without Cause at any
              time upon written notice to the Executive; provided that the
              Company first gives Executive a written notice of termination at
              least fifteen (15) calendar days prior to the effective date of
              any such termination. In such event, the Executive's services
              shall terminate on the effective date specified in such notice. In
              the event the Executive's services hereunder are terminated by the
              Company


                                      -5-
<PAGE>   6

              without Cause, the Company shall pay to the Executive (i) his
              current accrued and unpaid Base Salary, accrued and unpaid bonus
              for any years prior to the year of termination and other benefits
              and payments then due (including, without limitation,
              reimbursement of amounts under Section 3) to which the Executive
              is then entitled hereunder and (ii) Base Salary and target bonus
              (using the target bonus amount for the year in which termination
              occurs) for the balance of the Term plus one additional year of
              Base Salary and target bonus (subject to the Executive's
              compliance with the terms of Section 5 and Section 6). In
              addition, for two (2) years following the date of termination, the
              Company shall continue to afford to the Executive the group
              medical, dental, vision, long-term disability and life insurance
              and automobile allowance benefits specified in Section 3(c) above.
              Except as provided in Section 4(h) below, the Executive and his
              beneficiaries, shall be entitled to no other compensation under
              this Agreement following, or as a result of, a termination under
              these circumstances. Executive shall have no duty to seek to
              mitigate the above severance benefits in the event of termination
              hereunder without Cause, and any compensation derived by Executive
              from alternative employment or otherwise shall not reduce the
              Company's obligations hereunder.

       (g)    Termination by the Executive for Good Reason. The Executive may
              terminate his employment hereunder for Good Reason. In the event
              the Executive terminates his employment for Good Reason, the
              Company shall pay to the Executive (i) his current accrued and
              unpaid Base Salary, accrued and unpaid bonus for any years prior
              to the year of termination and other benefits and payments then
              due (including, without limitation, reimbursement of amounts under
              Section 3) to which the Executive is then entitled hereunder and
              (ii) Base Salary and target bonus (using the target bonus amount
              for the year in which termination occurs) for the balance of the
              Term plus one additional year of Base Salary and target bonus
              (subject to the Executive's compliance with the terms of Section 5
              and Section 6). In addition, for two (2) years following the date
              of termination, the Company shall continue to afford to the
              Executive the group medical, dental, vision, long-term disability
              and life insurance and automobile allowance benefits specified in
              Section 3(c) above. Except as provided in Section 4(h) below, the
              Executive and his beneficiaries, as appropriate, shall be entitled
              to no other compensation under this Agreement following, or as a
              result of, a termination under these circumstances. Executive
              shall have no duty to seek to mitigate the above severance
              benefits in the event of termination hereunder with Good Reason,
              and any compensation derived by Executive from alternative
              employment or otherwise shall not reduce the Company's obligations
              hereunder.

       (h)    Stock Options. In the event of the termination by the Company of
              Executive's employment without Cause, the Company agrees that all
              stock options to purchase Parent's capital stock previously and
              hereafter granted to Executive but not exercised on or prior to
              the date of termination of Executive's services to the Company,
              shall remain duly and validly issued


                                      -6-
<PAGE>   7

              and outstanding, shall continue to vest in accordance with any
              vesting schedule set forth in the stock option agreements
              evidencing all or part of such stock options and shall remain
              and/or become exercisable pursuant to the terms of such stock
              options and the plans relating thereto as if such termination of
              employment had not occurred. In the event of the termination of
              Executive's employment for any other reason, all unvested options
              will terminate upon the effective date of such termination.

5.     Confidential and Proprietary Information.

       (a)    The parties agree and acknowledge that during the course of the
              Executive's employment, the Executive has been given and will have
              access to and be exposed to trade secrets and confidential
              information in written, oral, electronic and other forms regarding
              the Company and its subsidiaries (which includes but is not
              limited to all of its business units, divisions and subsidiaries)
              and its business, equipment, products and employees, including,
              without limitation: the identities of the Company's and its
              subsidiaries' distributors and customers and potential
              distributors and customers (hereinafter referred to collectively
              as "DISTRIBUTORS"), including, without limitation, the identity of
              Distributors the Executive cultivates or maintains while providing
              services at the Company or any of its subsidiaries using the
              Company's, or any of its subsidiaries' products, name and
              infrastructure, and the identities of contact persons with respect
              to those Distributors; the particular preferences, likes, dislikes
              and needs of those Distributors and contact persons with respect
              to product types, pricing, sales calls, timing, sales terms,
              rental terms, lease terms, service plans, and other marketing
              terms and techniques; the Company's and its subsidiaries' business
              methods, practices, strategies, forecasts, pricing, and marketing
              techniques; the identities of the Company's and its subsidiaries'
              licensors, vendors and other suppliers and the identities of the
              Company's and its subsidiaries' contact persons at such licensors,
              vendors and other suppliers; the identities of the Company's and
              its subsidiaries' key sales representatives and personnel and
              other employees; advertising and sales materials; research,
              computer software and related materials; and other facts and
              financial and other business information concerning or relating to
              the company or any of its subsidiaries and its business,
              operations, financial condition, results of operations and
              prospects. The Executive expressly agrees to use such trade
              secrets and confidential information only for purposes of carrying
              out his duties for the Company and its subsidiaries, and not for
              any other purpose, including, without limitation, not in any way
              or for any purpose detrimental to the Company or any of its
              subsidiaries. The Executive shall not at any time, either during
              the course of his employment hereunder or after the termination of
              such employment, use for himself or others, directly or
              indirectly, any such trade secrets and confidential information,
              and, except as required by law, the Executive shall not disclose
              such trade secrets and confidential information, directly or
              indirectly, to any other person or entity; provided that the
              obligations under this sentence will not be construed to restrict
              the Executive



                                      -7-
<PAGE>   8

              from calling on or otherwise maintaining a relationship with
              Distributors or suppliers of the Company or any of its
              subsidiaries during or after the termination of the Executive's
              employment with the Company. Trade secret and confidential
              information hereunder shall not include any information which (i)
              is already in or subsequently enters the public domain, other than
              as a result of any direct or indirect disclosure by the Executive,
              (ii) becomes available to the Executive on a non-confidential
              basis from a source other than the Company or any of its
              subsidiaries, provided that such source is not subject to a
              confidentiality agreement or other obligation of secrecy or
              confidentiality (whether pursuant to a contract, legal or
              fiduciary obligation or duty or otherwise) to the Company or any
              of its subsidiaries or any other person or entity or (iii) is
              approved for release by the Company or any of its subsidiaries or
              which the Company or any of its subsidiaries makes available to
              third parties without an obligation of confidentiality.

       (b)    All physical property and all notes, memoranda, files, records,
              writings, documents and other materials of any and every nature,
              written or electronic, which the Executive shall prepare or
              receive in the course of his employment with the Company and which
              relate to or are useful in any manner to the business now or
              hereafter conducted by the Company or any of its subsidiaries are
              and shall remain the sole and exclusive property of the Company
              and its subsidiaries, as applicable. The Executive shall not
              remove from the Company's premises any such physical property, the
              original or any reproduction of any such materials nor the
              information contained therein except for the purposes of carrying
              out his duties to the Company or any of its subsidiaries and all
              such property (except for any items of personal property not owned
              by the Company or any of its subsidiaries), materials and
              information in his possession or under his custody or control upon
              the termination of his employment shall be immediately turned over
              to the Company and its subsidiaries, as applicable.

       (c)    All inventions, improvements, trade secrets, reports, manuals,
              computer programs, tapes and other ideas and materials developed
              or invented by the Executive during the period of his employment,
              either solely or in collaboration with others, which relate to the
              actual or anticipated business or research of the Company or any
              of its subsidiaries which result from or are suggested by any work
              the Executive may do for the Company or any of its subsidiaries or
              which result from use of the Company's or any of its subsidiaries'
              premises or property (collectively, the "DEVELOPMENTS") shall be
              the sole and exclusive property the Company and its subsidiaries,
              as applicable. The Executive assigns and transfers to the Company
              his entire right and interest in any such Development, and the
              Executive shall execute and deliver any and all documents and
              shall do and perform any and all other acts and things necessary
              or desirable in connection therewith that the Company or any of
              its subsidiaries may reasonably request. This paragraph does not
              apply to any inventions which the Executive made prior to his
              employment by the Company (all of which, if any exist, are listed
              on Exhibit


                                      -8-
<PAGE>   9

              A, which the Executive has attached hereto), or to any inventions
              that the Executive develops entirely on his own time without using
              any of the Company's or its subsidiaries' equipment, suppliers,
              facilities or confidential information and which do not relate to
              the Company's and its subsidiaries' business, anticipated research
              and development, or the work the Executive performs for the
              Company.

       (d)    The provisions of this Section 5 shall survive any termination of
              this Agreement and termination of the Executive's employment with
              the Company.

6.     No Solicitation of Distributors, Sales Representatives, Licensors or
       Employees; Noncompetition During the Term.

       (a)    During the Term and for a period of twelve (12) months thereafter,
              except pursuant to Executive's duties as an employee of the
              Company, the Executive shall not, directly or indirectly, call
              upon, solicit, divert, take away or accept, or attempt to call
              upon, solicit, divert, take away or accept, business of a type the
              same or similar to the business as conducted by the Company or any
              of its subsidiaries from any of the Distributors, sales
              representatives and personnel, licensors of the Company or any of
              its subsidiaries or similar entities or persons upon whom he
              called or whom he solicited or to whom he catered or with whom he
              became acquainted after entering the employ of the Company.

       (b)    The Executive acknowledges and agrees that he has gained and
              during the time of his employment with the Company, will gain,
              valuable information about the identity, qualifications and
              on-going performance of the employees of the Company and its
              subsidiaries. During the Term and for a period of twelve (12)
              months thereafter, except pursuant to Executive's duties as an
              employee of the Company, the Executive shall not directly or
              indirectly (i) hire, employ, offer employment to, or seek to hire,
              employ or offer employment to, any of the Company's or any of its
              subsidiaries' employees with whom he had contact prior to such
              termination of employment (or any such person who was an employee
              of the Company or any such subsidiary within three months
              preceding such activity by the Executive), (ii) solicit or
              encourage any such employee (or any such person who was an
              employee of the Company or any such subsidiary within three months
              preceding such activity by the Executive) to seek or accept
              employment with any other person or entity or (iii) disclose any
              information, except as required by law, about such employee (or
              any such person who was an employee of the Company or any such
              subsidiary within three months preceding such activity by the
              Executive) to any prospective employer.

       (c)    During the Term and for a period of twelve months thereafter, the
              Executive will not promote, participate, engage or have any other
              interest in any business which is competitive with the business of
              the Company or any of its subsidiaries, whether Executive is
              acting as owner, partner, stockholder, employee, broker, agent,
              principal, trustee, corporate officer, director,



                                      -9-
<PAGE>   10

              consultant or in any other capacity; provided, however, that this
              Agreement will not prevent Executive from holding for investment
              up to 3% of any class of stock or other securities of a publicly
              held company.

7.     Injunctive Relief. The Executive and the Company (a) intend that the
       provisions of Sections 5 and 6 be and become valid and enforceable, (b)
       acknowledge and agree that the provisions of Sections 5 and 6 are
       reasonable and necessary to protect the legitimate interests of the
       Company and its business and (c) agree that any violation of Section 5 or
       6 will result in irreparable injury to the Company and its subsidiaries,
       the exact amount of which will be difficult to ascertain and the remedies
       at law for which will not be reasonable or adequate compensation to the
       Company and its subsidiaries for such a violation. Accordingly, the
       Executive agrees that if the Executive violates the provisions of Section
       5 or 6, in addition to any other remedy which may be available at law or
       in equity, the Company shall be entitled to specific performance and
       injunctive relief, without posting bond or other security, and without
       the necessity of proving actual damages.

8.     Assignment; Successors and Assigns. The Executive agrees that he shall
       not assign, sell, transfer, delegate or otherwise dispose of, whether
       voluntarily or involuntarily, any rights or obligations under this
       Agreement, nor shall the Executive's rights hereunder be subject to
       encumbrance of the claims of creditors. Any purported assignment,
       transfer, delegation, disposition or encumbrance in violation of this
       Section 8 shall be null and void and of no force or effect. Nothing in
       this Agreement shall prevent the consolidation or merger of the Company
       with or into any other entity, or the sale by the Company of all or any
       portion of its properties or assets, or the assignment by the Company of
       this Agreement and the performance of its obligations hereunder to any
       successor in interest or any affiliated entity, and the Executive hereby
       consents to any and all such assignments. Subject to the foregoing, this
       Agreement shall be binding upon and shall inure to the benefit of the
       parties and their respective heirs, legal representatives, successors,
       and permitted assigns, and, except as expressly provided herein, no other
       person or entity shall have any right, benefit or obligation under this
       Agreement as a third party beneficiary or otherwise.

9.     Governing Law; Jurisdiction and Venue. This Agreement shall be governed,
       construed, interpreted and enforced in accordance with the substantive
       laws of the State of California without regard to the conflicts of law
       principles thereof. Suit to enforce this Agreement or any provision or
       portion thereof may be brought in the federal or state courts located in
       Los Angeles, California.

10.    Severability of Provisions. In the event that any provision or any
       portion thereof should ever be adjudicated by a court of competent
       jurisdiction to exceed the time or other limitations permitted by
       applicable law, as determined by such court in such action, then such
       provisions shall be deemed reformed to the maximum time or other
       limitations permitted by applicable law, the parties hereby acknowledging
       their desire that in such event such action be taken. In addition to the
       above, the provisions of this Agreement are severable, and the invalidity
       or unenforceability of any provision or provisions of this Agreement or
       portions thereof shall not affect the validity or enforceability of any
       other provision, or portion of this Agreement, which


                                      -10-
<PAGE>   11

       shall remain in full force and effect as if executed with the
       unenforceable or invalid provision or portion thereof eliminated.
       Notwithstanding the foregoing, the parties hereto affirmatively
       represent, acknowledge and agree that it is their intention that this
       Agreement and each of its provisions are enforceable in accordance with
       their terms and expressly agree not to challenge the validity or
       enforceability of this Agreement or any of its provisions, or portions or
       aspects thereof, in the future. The parties hereto are expressly relying
       upon this representation, acknowledgement and agreement in determining to
       enter into this Agreement.

11.    Warranty. As an inducement to the Company to enter into this Agreement,
       the Executive represents and warrants that he is not a party to any other
       agreement or obligation for personal services, and that there exists no
       impediment or restraint, contractual or otherwise, on his power, right or
       ability to enter into this Agreement and to perform his duties and
       obligations hereunder. As an inducement to the Executive to enter into
       this Agreement, Company represents and warrants that the person signing
       this Agreement for the Company has been duly authorized to do so by all
       necessary corporate action and has the corporate power and authority to
       execute this Agreement on the Company's behalf. The execution and
       delivery of this Agreement and the consummation of the transactions
       contemplated have been duly and effectively authorized by all necessary
       corporate action of the Company.

12.    Notices. All notices, requests, demands and other communications which
       are required or may be given under this Agreement shall be in writing and
       shall be deemed to have been duly given when received if personally
       delivered; when transmitted if transmitted by telecopy, electronic or
       digital transmission method upon receipt of telephonic or electronic
       confirmation; the day after it is sent, if sent for next day delivery to
       a domestic address by recognized overnight delivery service (e.g.,
       Federal Express); and upon receipt, if sent by certified or registered
       mail, return receipt requested. In each case notice will be sent to:

       If to the Company:

       (a)    Herbalife International, Inc. Herbalife International of America,
              Inc. 1800 Century Park East Los Angeles, California 90067
              Attention: General Counsel Telecopy: (310) 557-3906

              with a copy to:

              Irell & Manella LLP
              333 South Hope Street, Suite 3300
              Los Angeles, California 90071
              Attention:  Anthony T. Iler, Esq.
              Telecopy:  (213) 229-0515


                                      -11-
<PAGE>   12

       (b)    if to the Executive, to:

              John Reynolds
              47 Vista Del Golfo
              Long Beach, California 90803

       or to such other place and with other copies as either party may
       designate as to itself or himself by written notice to the others.

13.    Cumulative Remedies. All rights and remedies of either party hereto are
       cumulative of each other and of every other right or remedy such party
       may otherwise have at law or in equity, and the exercise of one or more
       rights or remedies shall not prejudice or impair the concurrent or
       subsequent exercise of other rights or remedies.

14.    Counterparts. This Agreement may be executed in several counterparts,
       each of which will be deemed to be an original, but all of which together
       shall constitute one and the same Agreement.

15.    Entire Agreement. The terms of this Agreement are intended by the parties
       to be the final expression of their agreement with respect to the
       employment of the Executive by the Company and supersede, and may not be
       contradicted by, modified or supplemented by, evidence of any prior or
       contemporaneous agreement. The parties further intend that this Agreement
       shall constitute the complete and exclusive statements of its terms and
       that no extrinsic evidence whatsoever may be introduced in any judicial,
       administrative or other legal proceeding to vary the terms of this
       Agreement.

16.    Amendments; Waivers. This Agreement may not be modified, amended, or
       terminated except by an instrument in writing, approved by the Company
       and signed by the then existing parties hereto. As an exception to the
       foregoing, the parties acknowledge and agree that the Company shall have
       the right, in its sole discretion, to reduce the scope of any covenant or
       obligation of the Executive set forth in Sections 5 or 6 of this
       Agreement or any portion thereof, effective immediately upon receipt by
       the Executive of written notice thereof from the Company. No waiver of
       any of the provisions of this Agreement, whether by conduct or otherwise,
       in any one or more instances, shall be deemed to be construed as a
       further, continuing or subsequent waiver of any such provision or as a
       waiver of any other provision of this Agreement. No failure to exercise
       and no delay in exercising any right, remedy or power hereunder shall
       preclude any other or further exercise of any other right, remedy or
       power provided herein or by law or in equity.

17.    Representation of Counsel; Mutual Negotiation. Each party has had the
       opportunity to be represented by counsel of its choice in negotiating
       this Agreement. This Agreement shall therefore be deemed to have been
       negotiated and prepared at the joint request, direction and construction
       of the parties, at arm's-length, with the advice and participation of
       counsel, and shall be interpreted in accordance with its terms without
       favor to any party.

18.    Indemnification. The Company shall, to the maximum extent permitted by
       law, indemnify, defend and hold Executive harmless against all expenses,
       claims and


                                      -12-
<PAGE>   13

       liabilities, including reasonable attorney's fees, judgments, fines,
       settlements and other amounts actually incurred in connection with any
       action or proceeding, arising by reason of Executive's employment by the
       Company other than to the extent that Executive has acted in a manner
       inconsistent with a written Company policy or otherwise which would
       entitle the Company to terminate the Executive for Cause hereunder. The
       Company shall also advance to Executive any reasonable expenses incurred
       in defending any such proceeding (subject to the qualifications in the
       immediately preceding sentence) to the maximum extent permitted by law.

19.    Suit to Enforce. In any action or proceeding to enforce any provision of
       this Agreement, the prevailing party shall be entitled, in addition to
       other remedies, to recover its or his attorney's fees and costs of suit.




                                      -13-
<PAGE>   14


       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.


                                     HERBALIFE INTERNATIONAL, INC.



                                     By:
                                         --------------------------------------
                                          Name:   Christopher Pair
                                          Title:  President and Chief Executive
                                                  Officer

                                     HERBALIFE INTERNATIONAL OF
                                     AMERICA, INC.



                                     By:
                                         --------------------------------------
                                          Name:  Christopher Pair
                                          Title: President and Chief Executive
                                                 Officer



                                      EXECUTIVE



                                       ------------------------------
                                               John Reynolds



                                      -14-
<PAGE>   15


                                    Exhibit A

                       Inventions Made Prior to Employment

                                      None





                                      -15-
</TEXT>
</DOCUMENT>
