WeightWatchers 2005 Annual Report Download - page 68

immediately prior to the giving of the notice of termination) and (y) the executive’s target
annual bonus (the ‘‘target bonus’’) in respect of fiscal year (a ‘‘fiscal year’’) in which the
termination occurs (or, if higher, the average annual bonus actually earned by the executive in
respect of the three full fiscal years prior to the year in which the notice of termination is
given) under our bonus plan;
(ii) A lump sum cash payment equal to the sum of (w) the executive’s unpaid base salary and
vacation days accrued through the date of termination, (x) the unpaid portion, if any, of
bonuses 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 contributions by us 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 plan of
ours, 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;
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