Exhibit 10.33
SEPARATION AGREEMENT AND GENERAL RELEASE
Dr. John O. Agwunobi (“Employee”) and Herbalife International of America, Inc. (the “Company”) have reached the following agreement as set forth in this Separation Agreement and General Release (this “Agreement”) on October 31, 2022 (the “Separation Date”).
RECITALS:
The Company and Employee agree that, as of October 27, 2022, Employee stepped down from his positions as Chairman and Director of the Board and Chief Executive Officer of Herbalife Nutrition Ltd. The Company and Employee further agree that Employee’s last day of employment with the Company was October 31, 2022, and that he hereby relinquishes all positions that Employee may hold as an officer, director, and/or employee of the Company or any of its parents, subsidiaries, or affiliates. Employee agrees that he has hereby provided written notice of the termination of his employment and that his resignation shall not be considered a resignation for Good Reason (as defined under the Company’s Executive Officer Severance Plan).
Employee acknowledges that he has received all wages and monies due and owing from the Company and any of its parents, subsidiaries, or affiliates, including all benefits due to Employee as of the Separation Date, and that the Company and its parents, subsidiaries, or affiliates have satisfied every obligation owing to Employee, except as set forth in this Agreement. Notwithstanding the foregoing, Employee will have thirty (30) days from the Separation Date to submit any expenses incurred in connection with his employment such that he may recoup those expenses in accordance with the Company’s expense reimbursement policies.
NOW, THEREFORE, the parties agree that the terms and conditions contained herein provide adequate consideration for the enforcement of this Agreement, and the parties agree as follows:
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Employee waives and relinquishes Employee’s rights and benefits provided by Section 1542 of the Civil Code of the State of California, and does so understanding and acknowledging the significance of this specific waiver of Section 1542. Section 1542 states as follows:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
Notwithstanding the provisions of Section 1542 and for the purpose of implementing a full and complete release, Employee expressly acknowledges that this Agreement is intended to include all claims which Employee does not know or suspect to exist in Employee’s favor at the time of Employee’s signature on this Agreement, and that this Agreement will extinguish any such claim(s).
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DATED: October 31, 2022 _____/s/ John O. Agwunobi__________________
Dr. John O. Agwunobi
DATED: October 31, 2022 _____/s/ Henry C. Wang______________________
Henry C. Wang on behalf of Herbalife International of America, Inc.
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