WeightWatchers 2004 Annual Report Download - page 55

previously earned by the executive pursuant to our bonus plan, (y) in respect of the fiscal year in
which the date of termination occurs, the higher of (i) the pro rata portion of the executive’s
target bonus and (ii) if we are exceeding the performance targets established under our bonus plan
for such fiscal year as of the date of termination, the executive’s actual annual bonus payable
under our bonus plan based upon such achievement (this pro rata portion in either case calculated
from January 1 of such year through the date of termination) (the ‘‘pro rata bonus’’), and (z) any
other compensation previously deferred (excluding qualified plan deferrals by the executive under
or into our benefit plans);
(iii) Continued medical, dental, vision, and life insurance coverage (excluding accidental death
and disability insurance) (‘‘welfare benefit coverage’’) for the executive and the executive’s eligible
dependents or, to the extent welfare benefit coverage is not commercially available, such other
welfare benefit coverage reasonably acceptable to the executive, on the same basis as in effect
prior to the executive’s termination, for a period ending on the earlier of (x) the third anniversary
of the date of termination (this period, the ‘‘continuation period’’) and (y) the commencement of
comparable welfare benefit coverage by the executive with a subsequent employer;
(iv) Continued provision of the perquisites the executive enjoyed prior to the date of
termination for a period ending on the earlier of (x) the end of the continuation period and
(y) the receipt by the executive of comparable perquisites from a subsequent employer;
(v) Immediate 100% vesting of all outstanding stock options, stock appreciation rights,
phantom stock units and restricted stock granted or issued by us prior to, on or upon the change
in control (to the extent not previously vested on or following the change in control);
(vi) Additional Company contributions to our qualified defined contribution plan and any
other retirement plans in which the executive participated prior to the date of termination during
the continuation period; provided, however, that where such contributions may not be provided
without adversely affecting the qualified status of such plan or where such contributions are
otherwise prohibited by any such plans, the executive shall instead receive an additional lump sum
payment equal to the contributions that would have been made during the continuation period if
the executive had remained employed with us during such period;
(vii) All other accrued or vested benefits in accordance with the terms of any applicable
Company plan, which vested benefits shall include the executive’s otherwise unvested account
balances in our qualified defined contribution plan, which shall become vested as of the date of
termination; and
(viii) If requested by the executive, outplacement services will be provided by a professional
outplacement provider selected by the executive at a cost to us of not more than $30,000.
• Certain other executive officers are entitled to receive all of the same payments and benefits
described above, with the following differences:
• the severance multiple in clause (i) above is reduced to two;
• the period of time during which welfare benefit coverage is provided as described in
clause (iii) above, and which perquisites are provided as described in clause (iv) above, is
reduced to the earlier of (x) the second anniversary of the date of termination of
employment and (y) the commencement of comparable welfare benefit coverage and
perquisites, respectively, by the executive with a subsequent employer;
• the contributions made by us into our qualified defined contribution plan and any other
retirement plans in which the executives participated (or lump sum payments in respect
thereof), as described in clause (vi) above, will only be in respect of the same period in
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