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WW International, Inc. – ‘10-Q’ for 4/4/15 – ‘EX-10.1’

On:  Thursday, 5/14/15, at 4:29pm ET   ·   For:  4/4/15   ·   Accession #:  1193125-15-188080   ·   File #:  1-16769

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/14/15  WW International, Inc.            10-Q        4/04/15   65:4.2M                                   Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    413K 
 2: EX-10.1     Material Contract                                   HTML     32K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     25K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     25K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     21K 
44: R1          Document and Entity Information                     HTML     40K 
33: R2          Consolidated Balance Sheets                         HTML    139K 
41: R3          Consolidated Balance Sheets (Parenthetical)         HTML     33K 
46: R4          Consolidated Statements of Income                   HTML     97K 
60: R5          Consolidated Statements of Comprehensive Income     HTML     69K 
35: R6          Consolidated Statements of Cash Flows               HTML    128K 
40: R7          Basis of Presentation                               HTML     34K 
30: R8          Summary of Significant Accounting Policies          HTML     22K 
22: R9          Acquisition of Weilos                               HTML     27K 
61: R10         Franchise Rights Acquired, Goodwill and Other       HTML     48K 
                Intangible Assets                                                
48: R11         Long-Term Debt                                      HTML     43K 
47: R12         (Loss) Earnings Per Share                           HTML     30K 
52: R13         Stock Plans                                         HTML     26K 
53: R14         Income Taxes                                        HTML     23K 
51: R15         Legal                                               HTML     27K 
54: R16         Derivative Instruments and Hedging                  HTML     33K 
42: R17         Fair Value Measurements                             HTML     31K 
45: R18         Accumulated Other Comprehensive Loss                HTML     47K 
50: R19         Segment Data                                        HTML     47K 
65: R20         Restructuring Charges                               HTML     27K 
56: R21         Franchise Rights Acquired, Goodwill and Other       HTML     50K 
                Intangible Assets (Tables)                                       
37: R22         Long-Term Debt (Tables)                             HTML     33K 
49: R23         (Loss) Earnings Per Share (Tables)                  HTML     28K 
39: R24         Fair Value Measurements (Tables)                    HTML     24K 
17: R25         Accumulated Other Comprehensive Loss (Tables)       HTML     45K 
57: R26         Segment Data (Tables)                               HTML     42K 
62: R27         Restructuring Charges (Tables)                      HTML     23K 
26: R28         Basis of Presentation - Additional Information      HTML     37K 
                (Detail)                                                         
25: R29         Acquisition of Weilos - Additional Information      HTML     54K 
                (Detail)                                                         
28: R30         Changes in Carrying Value of Indefinite-Lived       HTML     24K 
                Franchise Rights Acquired (Detail)                               
29: R31         Changes in Carrying Values of Goodwill (Detail)     HTML     43K 
31: R32         Carrying Amount of Finite-Lived Intangible Assets   HTML     51K 
                (Detail)                                                         
16: R33         Franchise Rights Acquired, Goodwill and Other       HTML     23K 
                Intangible Assets - Additional Information                       
                (Detail)                                                         
55: R34         Estimated Amortization Expense of Existing          HTML     32K 
                Finite-Lived Intangible Assets (Detail)                          
36: R35         Components of Long-Term Debt (Detail)               HTML     45K 
38: R36         Long-Term Debt - Additional Information (Detail)    HTML    158K 
20: R37         Computation of Basic and Diluted (Loss) Earnings    HTML     47K 
                Per Share (Detail)                                               
64: R38         (Loss) Earnings Per Share - Additional Information  HTML     24K 
                (Detail)                                                         
12: R39         Stock Plans - Additional Information (Detail)       HTML     26K 
32: R40         Income Taxes - Additional Information (Detail)      HTML     23K 
59: R41         Legal - Additional Information (Detail)             HTML     21K 
19: R42         Derivative Instruments and Hedging - Additional     HTML     59K 
                Information (Detail)                                             
24: R43         Fair Value Measurements - Additional Information    HTML     22K 
                (Detail)                                                         
27: R44         Aggregate Fair Value of Derivative Financial        HTML     30K 
                Instruments (Detail)                                             
34: R45         Changes in Accumulated Other Comprehensive Loss by  HTML     59K 
                Component (Detail)                                               
15: R46         Reclassifications out of Accumulated Other          HTML     45K 
                Comprehensive Loss (Detail)                                      
21: R47         Segment Data - Additional Information (Detail)      HTML     21K 
13: R48         Information About Reportable Segments (Detail)      HTML     90K 
58: R49         Restructuring Charges - Additional Information      HTML     35K 
                (Detail)                                                         
18: R50         Reconciliation of Liability Balance for             HTML     28K 
                Restructuring Charges (Detail)                                   
63: XML         IDEA XML File -- Filing Summary                      XML     95K 
14: EXCEL       IDEA Workbook of Financial Reports                  XLSX    114K 
23: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    448K 
 6: EX-101.INS  XBRL Instance -- wtw-20150404                        XML    798K 
 8: EX-101.CAL  XBRL Calculations -- wtw-20150404_cal                XML    182K 
 9: EX-101.DEF  XBRL Definitions -- wtw-20150404_def                 XML    685K 
10: EX-101.LAB  XBRL Labels -- wtw-20150404_lab                      XML    895K 
11: EX-101.PRE  XBRL Presentations -- wtw-20150404_pre               XML    772K 
 7: EX-101.SCH  XBRL Schema -- wtw-20150404                          XSD    121K 
43: ZIP         XBRL Zipped Folder -- 0001193125-15-188080-xbrl      Zip    104K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.1  

Exhibit 10.1

 

LOGO

Weight Watchers International

675 Avenue of the Americas

New York, NY 10010

March 3, 2014

Dear Michael:

I am delighted to confirm Weight Watchers International’s offer of employment to you for the position of General Counsel and Secretary reporting to Jim Chambers, President & Chief Executive Officer. We are extremely excited to have you on our team and are looking forward to a fun and fruitful collaboration.

The details of your initial compensation and benefits package are set forth in the attached Employment Offer Letter: Compensation & Benefits document. We have included two copies. Please keep one copy for your records and sign and date the other copy and forward to me at your earliest convenience.

You are joining the company at a very exciting stage of our transformation. We anticipate that your unique capabilities and experience will play a critical role in our efforts as we strive to achieve and exceed our growth goals going forward. On behalf of the entire team at Weight Watchers International, welcome aboard!

Kind regards,

/s/ Ann R. Hollins

Ann R. Hollins

Chief Human Resources Officer


Michael F. ColosiMarch 3, 2014 - Employment Offer Letter: Compensation & Benefits

 

Hire Date May 19, 2014
Title General Counsel and Secretary
Base Salary US $425,000 gross, per annum, less lawful deductions. To be paid bi-weekly, every other Thursday. As this is an exempt position, you are not eligible to receive overtime pay.

Annual Performance

Bonus

You will be eligible to earn a bonus in accordance with the Weight Watchers International (the “Corporation”) bonus plan. Under the current plan, the bonus target for this position is 60% of your Base Salary (25% based on individual performance and 75% based on the Corporation’s overall performance), which can be over or underachieved depending on performance. Your 2014 fiscal year performance bonus will be prorated based upon your start date. In order to be eligible to earn any bonus, you must be employed by October 1st of the bonus year and be an active employee on the date of payment.
Incentive Equity Award

You will receive an award under the Corporation’s stock incentive plan with an aggregate grant amount value of US$531,250, allocated 75% to stock options and 25% to restricted stock units. The grant amount value will be awarded in two equal installments with the first installment to be granted upon your date of hire and the second installment to be granted as of November 15, 2014. The installments shall fully vest on the third anniversary of the date of each grant.

 

The exercise price of the stock options will be determined by taking the average closing price of Weight Watchers stock on the applicable grant date and the four (4) trading days that immediately precede that date. The stock options will expire ten (10) years after the applicable grant date. The number of option shares granted will be determined based on the Black-Scholes value of an option with respect to Weight Watchers common stock one week before the applicable grant date. The number of restricted stock units granted will be determined based on the closing price of Weight Watchers common stock one week before the applicable grant date. Your awards are subject to your continued employment and shall be governed by the Weight Watchers International, Inc.’s stock-based incentive compensation plan documents and relevant agreements.

 

In addition, you will be eligible to participate in the Corporation’s


annual stock-based incentive award program beginning in 2015. You shall also be eligible to participate in any other performance-based equity incentive programs, if any, as may be established from time to time by the Corporation for executives of the Corporation. Terms and timing to be determined pursuant to a separate Compensation Committee resolution with respect to such awards.
Severance Subject to the terms and conditions set forth below, in the event of termination of your employment by the Corporation for reasons other than for Cause (as such term is defined in those certain Terms and Conditions for Employee Stock Awards to be executed in connection with the New Hire Equity Award described above), and provided you execute a general release of all potential claims in a form acceptable to the Corporation, the Corporation shall (a): pay you twelve (12) months of your Base Salary in one lump sum within thirty (30) days of your termination (“Severance Pay”) and (b): pay for your continued health coverage under the Corporation-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for twelve (12) months following your termination (or such shorter period of time if you obtain alternative health coverage from another employer) (“Cobra Coverage”), provided you elect to receive such coverage and comply with all of your obligations in connection with same; it being understood, however, that you shall not receive the Severance Pay nor the Cobra coverage in the event your termination results from a change in control of the Corporation and benefits or other consideration in connection therewith is payable to you pursuant to a continuity or other agreement with the Corporation.
Car Allowance You shall receive a car allowance of US $1,100 gross, per month, less lawful deductions.
Paid Time Off Policy You will be entitled to a total of 24 days of Paid Time Off per calendar year (on a pro-rated basis for the remainder of 2014), and company holidays (subject to local practices).

Health Care, Dental and

Vision Plan

Coverage is available under the Corporation’s current plan, in accordance with the terms of the official plan documents. Coverage is effective from your date of hire.

Weight Watchers

Savings Plan (WWSP)

You will be eligible to participate in the Weight Watchers 401k plan in accordance with the terms of the official plan documents.
Weight Watchers Executive Profit Sharing Plan (WWEPSP) You will be eligible to participate in the Non-Qualified Defined Contribution plan, per company policy, in accordance with the terms of the official plan documents.


Life Insurance You will be eligible for life insurance, in accordance with the Corporation’s policies and the official plan document. Currently you would be eligible for life insurance at two times your annual salary plus optional coverage available at the employee’s expense.
Wellness Allowance You will be reimbursed for up to US$1,000 gross towards approved wellness or fitness expenses. You will be eligible for this allowance three months after date of hire, and on an annual basis thereafter.
Continuity Agreement Upon commencement of employment, you will be eligible to enter into a continuity agreement with the Corporation.


LOGO

Weight Watchers International

675 Avenue of the Americas

New York, NY 10010

Ann R. Hollins

Chief Human Resources Officer

Weight Watchers International. Inc.

675 Avenue of Americas, 6th Floor

New York, NY 10010

This is to confirm my acceptance of the offer of conditional employment presented to me by Weight Watchers International for the position of General Counsel and Secretary (per the offer letter attached dated March 3, 2014).

I understand that my employment with Weight Watchers International shall be at will and that Weight Watchers International may terminate my employment at any time, for any reason, with or without notice. I understand that I am also free to terminate my employment at any time, for any reason, with or without notice.

My signature below confirms that I understand and accept employment on the terms and conditions set forth in the Employment Offer Letter: Compensation & Benefits document I received.

I am pleased to accept Weight Watchers International’s offer, and I look forward to working with you.

 

  /s/ Michael F. Colosi

March 7, 2014

Michael F. Colosi Date

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/14/15
For Period end:4/4/15
11/15/14
5/19/143,  4
3/7/14
3/3/14
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  WW International, Inc.            10-K       12/30/23  132:23M                                    Donnelley … Solutions/FA
 3/06/23  WW International, Inc.            10-K       12/31/22  123:25M                                    Donnelley … Solutions/FA
 3/01/22  WW International, Inc.            10-K        1/01/22  117:22M                                    ActiveDisclosure/FA
 2/25/21  WW International, Inc.            10-K        1/02/21  121:22M                                    ActiveDisclosure/FA
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Filing Submission 0001193125-15-188080   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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