WeightWatchers 2015 Annual Report Download - page 132

The awards are subject to the continued employment of the Employee and shall be governed by the Weight Watchers International,
Inc.’s stock-based incentive compensation plan documents and relevant agreements
Given the extreme sensitivity of the know-how and technical and commercial informations to which the Employee has access in the
framework of her duties and the extremely competitive nature of the activities of the Company and the other companies belonging to
the Weight Watchers Group, the Parties expressly agree on the necessity of the non-compete obligation in order to protect the
legitimate interests of the Company and the Weight Watchers Group.
The Parties agree that as a result of this non-competition obligation, as from the expiry of the notice period, and in the event of the
termination of the Employees’ contract for whatever reasons, the Employee undertakes:
(i) Not to carry on any business operating in the following countries Austria; Australia; Belgium; Denmark; France; Germany;
N
etherlands; Sweden; Spain; or Switzerland that competes with the following activities: any activities relating to weight loss
management through diet and which relates food and nutrition.
(ii) Not to buy or hold participations in any Person regardless of their seat of incorporation, which carries on, directly or indirectly,
the activities listed under Paragraph (i) proceeding in the countries listed under Paragraph (i) ;
(iii) Not to perform any research and/or development activities, either for her own account and that of another person including a
supplier, customer, university, association, in connection with the products and activities referred to in section (i) above; except in the
case of a prior and express agreement from the Company or the Weight Watchers Group, which could not, in any case, concern such
activity for the account of a client.
(iv) Nor to act as an independent consultant / trainer / project development / project management Engineering / in connection with the
products and activities referred to in section (i) above.
In addition, the Employee expressly undertakes :
(A) For any product or activity referred to above, not to visit or contact the Company’s clients or to deal with any individual or
company that was a client or a prospect of the Company or any other company of the Weight Watchers Group and with whom the
Employee was in contact at any time during the three years preceding the termination of her employment contract:
(B) not to employ or induce to employ or seek to induce to leave either in her own interest or in the interest of any other Person any
employee, specialist/expert, manager or key manager who is an employee or corporate officer of the Company or any other company
of the Weight Watchers Group.
This clause will be applied for a six (6) -month period as of the last day of work of the Employee.
By way of remuneration for this non-compete obligation, and subject to the Employee’s complete compliance with her obligation, she
shall receive, for the duration of the non-compete obligation, a monthly compensation (including corresponding paid leave) in an
amount 75% equal to her average gross monthly remuneration calculated over the last 12 months preceding the notification of
termination of the contract.
This monthly compensation shall be subject to the social security contributions and other contributions required by law or the
applicable collective bargaining agreements, as the case may be.
The Employee expressly acknowledges that if she does not comply with such obligation, she risks losing the compensation defined
above and having to reimburse to the Company the sums paid in relation to the non-compete obligation, regardless the sanctions and
p
enalties set out hereafter.
6. NON COMPETE AND N ON SOLLICITATION OF CLIENTS