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EXHIBIT 10.19
1999 STOCK PURCHASE AND OPTION
PLAN OF WEIGHT WATCHERS INTERNATIONAL, INC.
AND SUBSIDIARIES
1. Purpose of Plan
The 1999 Stock Purchase and Option Plan of Weight Watchers
International, Inc. and Subsidiaries (the "Plan") is designed:
(a) to promote the long term financial interests and growth of Weight
Watchers International, Inc. (the "Company") and its subsidiaries by attracting
and retaining management personnel with the training, experience and ability to
enable them to make a substantial contribution to the success of the Company's
business;
(b) to motivate management personnel by means of growth-related
incentives to achieve long range goals; and
(c) to further the mutuality of interests of participants with those of
the stockholders of the Company through opportunities for increased stock, or
stock-based, ownership in the Company.
2. Definitions
As used in the Plan, the following words shall have the following
meanings:
(a) "Affiliate" shall mean, any corporation directly or indirectly
controlling, controlled by, or under common control with, the Company or any
other entity designated by the Board of Directors in which the Company or an
affiliate has an interest.
(b) "Board of Directors" means the Board of Directors of the Company.
(c) "Change of Control" means (i) sales of all or substantially all of
the assets of the Company to a Person who is not an affiliate of Artal, (ii) a
sale by Artal or any of its respective affiliates resulting in more than 50% of
the voting stock of the Company being held by a Person or Group that does not
include Artal or any of its respective affiliates or (iii) a merger or
consolidation of the Company into another Person which is not an affiliate of
Artal; if and only if any such event results in the inability of Artal to elect
a majority of the Board of Directors of the Company (or the resulting entity).
For purposes hereof, "Artal" means Artal Luxembourg S.A.
(d) "Committee" means the Compensation Committee of the Board of
Directors.
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(e) "Common Stock" or "Share" means common stock of the Company which
may be authorized but unissued, or issued and reacquired.
(f) "Employee" means a key person, including an officer, in the regular
full-time employment of the Company or one of its Subsidiaries who, in the
opinion of the Committee, is, or is expected, to be primarily responsible for
the management, growth or protection of some part or all of the business of the
Company.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(h) "Fair Market Value" means such value of a Share as reported for
stock exchange transactions and/or determined in accordance with any applicable
resolutions or regulations of the Committee in effect at the relevant time.
(i) "Grant" means an award made to a Participant pursuant to the Plan
and described in Paragraph 5, including, without limitation, an award of an
Incentive Stock Option, Stock Option, Stock Appreciation Right, Dividend
Equivalent Right, Restricted Stock, Purchase Stock, Performance Units,
Performance Shares or Other Stock-Based Grant or any combination of the
foregoing.
(j) "Grant Agreement" means an agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant.
(k) "Group" means two or more Persons acting together as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding or disposing of securities of the Company.
(l) "Participant" means an Employee, or other person having a
relationship with the Company or one of its Subsidiaries (including a
consultant), to whom one or more Grants have been made and such Grants have not
all been forfeited or terminated under the Plan.
(m) "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.
(n) "Stock-Based Grants" means the collective reference to the grant of
Stock Appreciation Rights, Dividend Equivalent Rights, Restricted Stocks,
Performance Units, Performance Shares and Other Stock-Based Grants.
(o) "Stock Options" means the collective reference to "Incentive Stock
Options" and "Other Stock Options".
(p) "Subsidiary" means any company other than the Company in an
unbroken chain of companies beginning with the Company if each of the companies
other than the last company in the unbroken chain owns 50% or more of the voting
stock in one of the other companies in such chain.
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3. Administration of Plan
(a) The Plan shall be administered by the Committee. None of the
members of the Committee shall be eligible to be selected for Grants under the
Plan, or have been so eligible for selection within one year prior thereto;
provided, however, that the members of the Committee shall qualify to administer
the Plan for purposes of Rule 16b-3 (and any other applicable rule) promulgated
under Section 16(b) of the Exchange Act to the extent that the Company is
subject to such rule. The Committee may adopt its own rules of procedure, and
the action of a majority of the Committee, taken at a meeting or taken without a
meeting by a writing signed by such majority, shall constitute action by the
Committee. The Committee shall have the power and authority to administer,
construe and interpret the Plan, to make rules for carrying it out and to make
changes in such rules. Any such interpretations, rules, and administration shall
be consistent with the basic purposes of the Plan.
(b) The Committee may delegate to any senior officers of the Company
its duties under the Plan subject to such conditions and limitations as the
Committee shall prescribe, except that only the Committee may designate and make
Grants to Participants who are subject to Section 16 of the Exchange Act.
(c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company, and the
officers and directors of the Company shall be entitled to rely upon the advice,
opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all Participants, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Grants, and all members of the Committee shall be fully protected by the
Company with respect to any such action, determination or interpretation.
4. Eligibility
The Committee may from time to time make Grants under the Plan to such
Employees, or other persons having a relationship with the Company or any of its
Subsidiaries, and in such form and having such terms, conditions and limitations
as the Committee may determine. Grants may be granted singly, in combination or
in tandem. The terms, conditions and limitations of each Grant under the Plan
shall be set forth in a Grant Agreement, in a form approved by the Committee,
consistent, however, with the terms of the Plan; provided, however, such Grant
Agreement shall contain provisions dealing with the treatment of Grants in the
event of the termination, death or disability of a Participant, and may also
include provisions concerning the treatment of Grants in the event of a change
of control of the Company.
5. Grants
From time to time, the Committee will determine the forms and amounts
of Grants for Participants. Such Grants may take the following forms in the
Committee's sole discretion:
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(a) Incentive Stock Options - These are stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), to purchase Common Stock. In addition to other restrictions contained
in the Plan, an option granted under this Paragraph 5(a), (i) may not be
exercised more than 10 years after the date it is granted, (ii) may not have an
option price less than the Fair Market Value of the Common Stock on the date the
option is granted, (iii) must otherwise comply with Code Section 422, and (iv)
must be designated as an "Incentive Stock Option" by the Committee. The maximum
aggregate Fair Market Value of Common Stock (determined at the time of each
Grant) with respect to which any Participant may first exercise Incentive Stock
Options under this Plan and any Incentive Stock Options granted to the
Participant for such year under any plans of the Company or any Subsidiary in
any calendar year is $100,000. Payment of the option price shall be made in cash
or in shares of Common Stock, or a combination thereof, in accordance with the
terms of the Plan, the Grant Agreement, and of any applicable guidelines of the
Committee in effect at the time.
(b) Other Stock Options - These are options to purchase Common Stock
which are not designated by the Committee as "Incentive Stock Options". At the
time of the Grant the Committee shall determine, and shall have contained in the
Grant Agreement or other Plan rules, the option exercise period, the option
price, and such other conditions or restrictions on the grant or exercise of the
option as the Committee deems appropriate, which may include the requirement
that the grant of options is predicated on the acquisition of Purchase Shares
under Paragraph 5(e) by the Optionee. In addition to other restrictions
contained in the Plan, an option granted under this Paragraph 5(b), may not be
exercised more than 10 years after the date it is granted. Payment of the option
price shall be made in cash or in shares of Common Stock, or a combination
thereof, in accordance with the terms of the Plan and of any applicable
guidelines of the Committee in effect at the time.
(c) Stock Appreciation Rights - These are rights that on exercise
entitle the holder to receive the excess of (i) the Fair Market Value of a share
of Common Stock on the date of exercise over (ii) the Fair Market Value on the
date of Grant (the "base value") multiplied by (iii) the number of rights
exercised as determined by the Committee. Stock Appreciation Rights granted
under the Plan may, but need not be, granted in conjunction with an Option under
Paragraph 5(a) or 5(b). The Committee, in the Grant Agreement or by other Plan
rules, may impose such conditions or restrictions on the exercise of Stock
Appreciation Rights as it deems appropriate, and may terminate, amend, or
suspend such Stock Appreciation Rights at any time. No Stock Appreciation Right
granted under this Plan may be exercised less than 6 months or more than 10
years after the date it is granted except in the event of death or disability of
a Participant. To the extent that any Stock Appreciation Right that shall have
become exercisable, but shall not have been exercised or cancelled or, by reason
of any termination of employment, shall have become non-exercisable, it shall be
deemed to have been exercised automatically, without any notice of exercise, on
the last day on which it is exercisable, provided that any conditions or
limitations on its exercise are satisfied (other than (i) notice of exercise and
(ii) exercise or election to exercise during the period prescribed) and the
Stock Appreciation Right shall then have value. Such exercise shall be deemed to
specify that, the holder elects to receive cash and that such exercise of a
Stock Appreciation Right shall be effective as of the time of automatic
exercise.
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(d) Restricted Stock - Restricted Stock is Common Stock delivered to a
Participant with or without payment of consideration with restrictions or
conditions on the Participant's right to transfer or sell such stock; provided
that the price of any Restricted Stock delivered for consideration and not as
bonus stock may not be less than par value of the Common Stock on the date such
Restricted Stock is granted. If a Participant irrevocably elects in writing in
the calendar year preceding a Grant of Restricted Stock, dividends paid on the
Restricted Stock granted may be paid in shares of Restricted Stock equal to the
cash dividend paid on Common Stock. The number of shares of Restricted Stock and
the restrictions or conditions on such shares shall be as the Committee
determines, in the Grant Agreement or by other Plan rules, and the certificate
for the Restricted Stock shall bear evidence of the restrictions or conditions.
No Restricted Stock may have a restriction period of less than 6 months, other
than in the case of death or Disability (as defined in the Grant Agreement) of
the Participant.
(e) Purchase Stock - Purchase Stock are shares of Common Stock offered
to a Participant at such price as determined by the Committee, the acquisition
of which will make him eligible to receive under the Plan, including, but not
limited to, Other Stock Options.
(f) Dividend Equivalent Rights - These are rights to receive cash
payments from the Company at the same time and in the same amount as any cash
dividends paid on an equal number of shares of Common Stock to shareholders of
record during the period such rights are effective. The Committee, in the Grant
Agreement or by other Plan rules, may impose such restrictions and conditions on
the Dividend Equivalent Rights, including the date such rights will terminate,
as it deems appropriate, and may terminate, amend, or suspend such Dividend
Equivalent Rights at any time.
(g) Performance Units - These are rights to receive at a specified
future date, payment in cash of an amount equal to all or a portion of the value
of a unit granted by the Committee. At the time of the Grant, in the Grant
Agreement or by other Plan rules, the Committee must determine the base value of
the unit, the performance factors applicable to the determination of the
ultimate payment value of the unit and the period over which Company performance
will be measured. These factors must include a minimum performance standard for
the Company below which no payment will be made and a maximum performance level
above which no increased payment will be made. The term over which Company
performance will be measured shall be not less than six months.
(h) Performance Shares - These are rights to receive at a specified
future date, payment in cash or Common Stock, as determined by the Committee, of
an amount equal to all or a portion of the Fair Market Value for all days that
the Common Stock is traded during the last forty-five (45) days of the specified
period of performance of a specified number of shares of Common Stock at the end
of a specified period based on the Company's performance during the period. At
the time of the Grant, the Committee, in the Grant Agreement or by Plan rules,
will determine the factors which will govern the portion of the rights so
payable and the period over which Company performance will be measured. The
factors will be based on Company's performance and must include a minimum
performance standard for the Company below which no payment will be made and a
maximum performance level above which no increased payment will be made, and no
performance shall be paid unless and until the Committee certifies that the
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applicable performance goals have been met. The term over which the Company's
performance will be measured shall be not less than six months.
(i) Other Stock-Based Grants - The Committee may make other Grants
under the Plan pursuant to which shares of Common Stock (which may, but need
not, be shares of Restricted Stock pursuant to Paragraph 5(d)), are or may in
the future be acquired, or Grants denominated in stock units, including ones
valued using measures other than market value. Other Stock-Based Grants may be
granted with or without consideration. Such Other Stock-Based Grants may be made
alone, in addition to or in tandem with any Grant of any type made under the
Plan and must be consistent with the purposes of the Plan.
6. Limitations and Conditions
(a) The number of Shares available for Grants under this Plan shall be
1,200,000 shares of the authorized Common Stock as of the effective date of the
Plan. Unless restricted by applicable law, Shares related to Grants that are
forfeited, terminated, cancelled or expire unexercised, shall immediately become
available for Grants.
(b) No Grants shall be made under the Plan beyond ten years after the
effective date of the Plan, but the terms of Grants made on or before the
expiration thereof may extend beyond such expiration. At the time a Grant is
made or amended or the terms or conditions of a Grant are changed, the Committee
may provide for limitations or conditions on such Grant.
(c) Nothing contained herein shall affect the right of the Company to
terminate any Participant's employment at any time or for any reason.
(d) Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.
(e) Except as otherwise prescribed by the Committee, the amounts of the
Grants for any employee of a Subsidiary, along with interest, dividend, and
other expenses accrued on deferred Grants shall be charged to the Participant's
employer during the period for which the Grant is made. If the Participant is
employed by more than one Subsidiary or by both the Company and a Subsidiary
during the period for which the Grant is made, the Participant's Grant and
related expenses will be allocated between the companies employing the
Participant in a manner prescribed by the Committee.
(f) Other than as specifically provided with regard to the death of a
Participant, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Participant, be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the Participant.
(g) Participants shall not be, and shall not have any of the rights or
privileges of, stockholders of the Company in respect of any Shares purchasable
in connection with any Grant
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unless and until certificates representing any such Shares have been issued by
the Company to such Participants.
(h) No election as to benefits or exercise of Stock Options, Stock
Appreciation Rights, or other rights may be made during a Participant's lifetime
by anyone other than the Participant except by a legal representative appointed
for or by the Participant.
(i) Absent express provisions to the contrary, any grant under this
Plan shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or its Subsidiaries and
shall not affect any benefits under any other benefit plan of any kind or
subsequently in effect under which the availability or amount of benefits is
related to level of compensation. This Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.
(j) Unless the Committee determines otherwise, no benefit or promise
under the Plan shall be secured by any specific assets of the Company or any of
its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries
be designated as attributable or allocated to the satisfaction of the Company's
obligations under the Plan.
7. Transfers and Leaves of Absence
For purposes of the Plan, unless the Committee determines otherwise:
(a) a transfer of a Participant's employment without an intervening period of
separation among the Company and any Subsidiary shall not be deemed a
termination of employment, and (b) a Participant who is granted in writing a
leave of absence shall be deemed to have remained in the employ of the Company
during such leave of absence.
8. Adjustments
In the event of any change in the outstanding Common Stock by reason of
a stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization, consolidation or merger, change of control, or similar event,
the Committee may adjust appropriately the number of Shares subject to the Plan
and available for or covered by Grants and Share prices related to outstanding
Grants and make such other revisions to outstanding Grants as it deems are
equitably required.
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9. Merger, Consolidation, Exchange,
Acquisition, Liquidation or Dissolution
In its absolute discretion, and on such terms and conditions as it
deems appropriate, coincident with or after the grant of any Stock Option or any
Stock-Based Grant, the Committee may provide that such Stock Option or
Stock-Based Grant cannot be exercised after the merger or consolidation of the
Company into another Company, the sale or exchange of all or substantially all
of the assets of the Company, the acquisition by another entity of 80% or more
of the Company's then outstanding shares of voting stock or the
recapitalization, reclassification, liquidation or dissolution of the Company,
and if the Committee so provides, it shall, on such terms and conditions as it
deems appropriate in its absolute discretion, also provide, either by the terms
of such Stock Option or Stock-Based Grant or by a resolution adopted prior to
the occurrence of such merger, consolidation, exchange, acquisition,
recapitalization, reclassification, liquidation or dissolution, that, for some
period of time prior to such event, such Stock Option or Stock-Based Grant shall
be exercisable as to all shares subject thereto, notwithstanding anything to the
contrary herein (but subject to the provisions of Paragraph 6(b)) and that, upon
the occurrence of such event, such Stock Option or Stock-Based Grant shall
terminate and be of no further force or effect; provided, however, that the
Committee may also provide, in its absolute discretion, that even if the Stock
Option or Stock-Based Grant shall remain exercisable after any such event, from
and after such event, any such Stock Option or Stock-Based Grant shall be
exercisable only for the kind and amount of securities and/or other property, or
the cash equivalent thereof, receivable as a result of such event by the holder
of a number of shares of stock for which such Stock Option or Stock-Based Grant
could have been exercised immediately prior to such event.
10. Amendment and Termination
The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Paragraph 8 or 9 hereof,
no such action shall modify such Grant in a manner adverse to the Participant
without the Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant.
The Board of Directors may amend, suspend or terminate the Plan except
that no such action, other than an action under Paragraph 8 or 9 hereof, may be
taken which would, without shareholder approval, increase the aggregate number
of Shares available for Grants under the Plan, decrease the price of outstanding
Options or Stock Appreciation Rights, change the requirements relating to the
Committee or extend the term of the Plan.
11. Foreign Options and Rights
The Committee may make Grants to Employees who are subject to
the laws of nations other than the United States, which Grants may have terms
and conditions that differ from the terms hereof for the purpose of complying
with foreign laws.
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12. Withholding Taxes
The Company shall have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by law
to be withheld with respect to such payment. It shall be a condition to the
obligation of the Company to deliver shares upon the exercise of an Option or
Stock Appreciation Right, upon payment of Performance units or shares, upon
delivery of Restricted Stock or upon exercise, settlement or payment of any
Other Stock-Based Grant that the Participant pay to the Company such amount as
may be requested by the Company for the purpose of satisfying any liability for
such withholding taxes. Any Grant Agreement may provide that the Participant may
elect, in accordance with any conditions set forth in such Grant Agreement, to
pay a portion or all of such withholding taxes in shares of Common Stock.
13. Effective Date and Termination Dates
The Plan shall be effective on and as of the date of its approval by
the stockholders of the Company and shall terminate ten years later, subject to
earlier termination by the Board of Directors pursuant to Paragraph 10.
14. Governing Law
The Plan shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
