WeightWatchers 2005 Annual Report Download - page 65

7,058,040 shares, respectively, of our common stock. As of December 31, 2005 the number of shares
available for grant under the 2004 Plan and the 1999 Plan was 2,087,939 shares and 113,202 shares of
our common stock, respectively.
The following table sets forth information regarding options granted during fiscal 2005 to the
named executive officers.
Weight Watchers International Option Grants
For Fiscal 2005
Individual Grants
Number of
Securities Percent of Total
Underlying Options Granted to Exercise or
Options Employees in Fiscal Base Price Grant Date
Name Granted(1) 2005(2) (per share) Expiration Date Present Value(3)
Ann M. Sardini ...... 15,000 2.2% $42.36 March 11, 2010 $205,655
Thilo Semmelbauer . . . 15,000 2.2% 42.36 March 11, 2010 205,655
Melanie Stubbing ..... 7,500 1.1% 42.36 March 11, 2010 102,827
Russell Burke ....... 7,500 1.1% 42.36 March 11, 2010 102,827
Russell Burke ....... 12,500 1.8% 41.99 March 18, 2015 211,573
(1) Options were granted during fiscal 2005 under the terms of our equity plans. None of these options were
exercised during fiscal 2005. Options are exercisable based on vesting provisions outlined in the underlying
option agreement.
(2) Percentages of total options granted are based on total grants made to all employees during fiscal 2005.
(3) The estimated grant dates present value is determined using the Black-Scholes model. The adjustments and
assumptions incorporated in the Black-Scholes model in estimating the value of the grants include the
following: (a) the exercise price of the options equals the fair market value of the underlying stock on the date
of grant; (b) an expected term of 5 to 7 years; (c) dividend yield of 0%; (d) volatility of 28.5% and (e) a risk
free interest rate of 4.22% to 4.34%. The ultimate value, if any, an optionee will realize upon exercise of an
option will depend on the excess of the market value of our common stock over the exercise price of the
option.
Under our 2004 Plan and 1999 Plan, we have the ability to grant stock options, restricted stock,
stock appreciation rights and other stock-based awards. Generally, stock options granted under the
1999 Plan vest and become exercisable in annual increments over five years with respect to one-third of
options granted, and the remaining two-thirds of the options vest on the ninth anniversary of the date
the options were granted, subject to accelerated vesting upon our achievement of certain performance
targets. For each year prior to and including 2003, these performance targets have been met. All new
options granted in 2003 and thereafter under this plan vest and become exercisable in annual
increments over one to five years and are not subject to performance targets. In any event, the options
become fully vested upon the occurrence of a change in control of our company.
In April 2000, our Board of Directors adopted the WeightWatchers.com Stock Incentive Plan
pursuant to which selected employees were granted options to purchase shares of WeightWatchers.com
common stock. Under this plan we had the ability to grant stock options, restricted stock, stock
appreciation rights and other stock-based awards of shares of WeightWatchers.com common stock. The
number of shares available for grant under this plan was 400,000 shares of authorized common stock of
WeightWatchers.com. No grants of options under this plan were made in fiscal 2005. At the time of our
acquisition of WeightWatchers.com stock in July 2005, all options issued under this plan were
repurchased. Effective immediately after the acquisition, our Board of Directors terminated this plan.
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