WeightWatchers 2005 Annual Report Download - page 69

• 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
respect of which comparable welfare benefit coverage is provided, as described in clause (b)
above; and
• the cost of outplacement services provided to the executives as described in clause (viii)
above shall not be more than $15,000.
Excess Parachute Payment Excise Taxes
If (i) it is determined that the payments and benefits provided under the agreements or otherwise
in the aggregate (a ‘‘parachute payment’’) would be subject to the excise tax imposed under the U.S.
Internal Revenue Code, and the aggregate value of the parachute payment exceeds a certain threshold
amount, calculated under the U.S. Internal Revenue Code (the ‘‘base amount’’) by 5% or less, then
(ii) the parachute payment will be reduced to the extent necessary so that the aggregate value of the
parachute payment is equal to an amount that is less than such threshold amount; provided, however,
that if the aggregate value of the parachute payment exceeds the threshold amount by more than 5%,
then the executive will be entitled to receive an additional payment or payments in an amount such
that, after payment by the executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including any excise tax, imposed upon this payment, the executive retains an
amount equal to the excise tax imposed upon the parachute payment.
Compensation and Benefits Committee Interlocks and Insider Participation
None of our executive officers has served as a director or member of the compensation and
benefits committee, or other committee serving an equivalent function, of any entity of which an
executive officer is expected to serve as a member of our Compensation and Benefits Committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following table sets forth information regarding the beneficial ownership of our common stock
by (i) all persons known by us to own beneficially more than 5% of our common stock, (ii) our
president and chief executive officer and each of the named executive officers, (iii) each director and
(iv) all directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the
number of shares beneficially owned by a person and the percentage ownership of that person, shares
of our common stock subject to (i) options held by that person that are currently exercisable or
exercisable within 60 days of January 31, 2006, and (ii) shares of our common stock issuable upon the
vesting of restricted stock units within 60 days of January 31, 2006, are deemed issued and outstanding.
These shares, however, are not deemed outstanding for purposes of computing percentage ownership of
each other shareholder.
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