WeightWatchers 2009 Annual Report Download - page 71

PART III
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance; Executive
Compensation; Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters; Certain Relationships and
Related Transactions, and Director Independence; Principal Accountant Fees
and Services
Information called for by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from our
definitive Proxy Statement to be filed in connection with our 2010 Annual Meeting of Shareholders pursuant to
Regulation 14A, except that (i) the information regarding our executive officers called for by Item 401(b) of
Regulation S-K has been included in Part I of this Annual Report on Form 10-K; and (ii) the information regarding
certain Company equity compensation plans called for by Item 201(d) of Regulation S-K is set forth below.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes our equity compensation plan information as of January 2, 2010:
Equity Compensation Plan Information
Plan category
Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights(1)
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights(2)
(b)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))(3)
(c)
Equity compensation plans approved by
security holders ................... 2,539,581 $35.99 3,179,761
Equity compensation plans not approved
by security holders ................. — — —
Total .............................. 2,539,581 $35.99 3,179,761
(1) Consists of 2,317,089 shares of our common stock issuable upon the exercise of outstanding options and
222,492 shares of our common stock issuable upon the vesting of restricted stock units awarded under our
2008 Stock Incentive Plan, or 2008 Plan, our 2004 Stock Incentive Plan, or 2004 Plan, and our 1999 Stock
Purchase and Option Plan, or 1999 Plan.
(2) Includes weighted average exercise price of stock options outstanding of $39.45 and restricted stock units of $0.
(3) Consists of shares of our common stock issuable under our 2008 Plan and 2004 Plan. Our 1999 Plan
terminated on December 16, 2009 pursuant to its terms and in connection with such termination no
additional securities can be issued under the plan. Pursuant to the terms of our 2008 Plan, the number of
securities available for issuance under the 2008 Plan will be increased by the number of securities remaining
available for issuance under the 1999 Plan upon its termination.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics for our officers, including our principal executive
officer, principal financial officer, principal accounting officer and controller, and our employees and directors.
Our Code of Business Conduct and Ethics is available on our website at www.weightwatchersinternational.com.
In addition to any disclosures required under the Exchange Act, the date and nature of any substantive
amendment of our Code of Business Conduct and Ethics or waiver thereof applicable to any of our principal
executive officer, principal financial officer, principal accounting officer or controller or persons performing similar
functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation
S-K of the Exchange Act, will be disclosed on our website at www.weightwatchersinternational.com within four
business days of the date of such amendment or waiver. In the case of a waiver, the name of the person to whom the
waiver was granted will also be disclosed on our website within four business days of the date of such waiver.
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