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EXHIBIT 10.18
WEIGHT WATCHERS
EXECUTIVE PROFIT SHARING PLAN
Effective October 4, 1999
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ARTICLE I
INTRODUCTION
1.01 NAME. This Plan shall be known as the Weight Watchers Executive Profit
Sharing Plan (the "Plan").
1.02 PURPOSE. The purpose of the Plan is to provide a replacement retirement
benefit for certain senior manager level employees who are not eligible
to receive a profit-sharing contribution under the Weight Watchers
Savings Plan (the "Qualified Plan") but are otherwise eligible to
participate under the 401(k) feature of the Qualified Plan.
1.03 UNFUNDED PLAN. The Plan is intended to be an unfunded plan for purposes
of the Employee Retirement Income Security Act of 1974, as amended, and
maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:
2.01 BOARD. "Board" means the Board of Directors of the Company or the
Executive Committee of such Board.
2.02 CODE. "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
2.03 COMMITTEE. "Committee" means the committee appointed by the Board or
such other committee or board as the Board may subsequently designate
as being responsible for the general administration of the Plan.
2.04 COMPANY. "Company" means the Weight Watchers International or any
successor entity thereto, including without limitation, the transferee
of all or substantially all of the stock or assets of the Company.
2.05 DISABILITY. "Disability" means a physical or mental condition of a
Member that, based on satisfactory medical evidence acceptable to the
Committee, is believed to be permanent and to render the Member unfit
to perform duties for the Company or an affiliated employer.
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2.06 MEMBER. "Member" means any individual who is eligible to participate in
the Plan as provided in section 4.1 hereof.
2.07 PROFIT SHARING ACCOUNT. "Profit Sharing Account" means the notional
account established and maintained for each Member in accordance with
Article IV hereof, for bookkeeping purposes only, to measure the value
of Profit Sharing Contributions made under the Plan and the earnings
thereon. Amounts credited to the Profit Sharing Account shall be in
dollars and cents.
2.08 PROFIT SHARING CONTRIBUTION. "Profit Sharing Contribution" means the
notional contribution made under the Plan pursuant to Article IV hereof
to each Member's Profit Sharing Account..
2.09 QUALIFIED PLAN CONTRIBUTION. "Qualified Plan Contribution" means the
profit sharing contribution that is made on behalf of a participant of
the Qualified Plan under Section 4.01 thereof
2.10 QUALIFIED PLAN CONTRIBUTION LIMITS. "Qualified Plan Contribution
Limits" means (a) the maximum compensation of a Member that may be
recognized under the Qualified Plan pursuant to Section 401(a)(17) of
the Code, and (b) the limitations on annual contributions under the
Qualified Plan pursuant to Section 415 of the Code.
2.11 UNFORESEEABLE EMERGENCY. "Unforeseeable Emergency" means severe
financial hardship to the Member resulting from a sudden and unexpected
illness or accident of the Member or a dependent of the Member, loss of
the Member's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond
the control of the Member.
ARTICLE III
ADMINISTRATION
3.01 COMMITTEE. Except as otherwise provided in the Plan, the Committee
shall have full power to construe and interpret the Plan, establish and
amend rules and regulations for its administration, and perform all
other acts relating to the Plan, including the delegation of
administrative responsibilities that it believes reasonable and proper.
3.02 DUTIES. The Committee, or any person or entity designated by the
Committee, shall be responsible for the administration of the Plan
including but not limited to determination of eligibility, distribution
of benefits hereunder, maintenance of account balances, calculation of
hypothetical investment returns and any other duties concerning the
day-to-day operation of the Plan.
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3.03 ADJUDICATION. Any decision made, or action taken, by the Committee or
the Board arising out of, or in connection with, the interpretation and
administration of the Plan, including but not limited to the
adjudication of claims and payment of benefits hereunder, shall be
final and conclusive.
3.04 INDEMNIFICATION. The members of the Board and the Committee shall be
indemnified by the Company to the fullest extent permitted by law
against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of
them may be party by reason of any action taken or failure to act under
or in connection with the Plan and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction
of a judgment in any such action, suit or proceeding, except a judgment
based upon a finding of bad faith.
ARTICLE IV
PARTICIPATION
4.01 MEMBERSHIP. Any individual who is eligible to participate under the
Qualified Plan (in accordance with Article III thereof), but who is not
eligible to receive a Qualified Plan Contribution shall be a Member
under this Plan.
4.02 PROFIT SHARING CONTRIBUTION. An amount equal to the Qualified Plan
Contribution that otherwise would have been made on behalf of a Member
under the Qualified Plan if such Member were actually eligible to
receive such contribution under the Qualified Plan, determined without
regard to the Qualified Plan Contribution Limits, shall be credited to
the Member's Profit Sharing Account as and when such Qualified Plan
Contribution otherwise would have been made under the Qualified Plan.
4.03 VESTING. A Member's interest in his or her Profit Sharing Account shall
be fully vested when the Member's aggregate "Service" (as defined under
the Qualified Plan) totals at least 5 years or, if earlier, upon the
Member's attainment of age 65, death, disability or "Discharge without
Cause" (as defined under the Qualified Plan) by the Company or an
affiliated employer.
4.04 INTEREST CREDITS. Subject to a maximum annualized interest rate cap of
15%, each Member's Profit Sharing Account shall be credited with
interest at an annual rate equal to the sum of (a) 2% plus (b) the
annualized prime rate, as published in the Wall Street Journal,
compounded as of the end of each fiscal month.
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4.05 DISCRETIONARY CONTRIBUTIONS. At the sole discretion of either the Board
or the President of the Company, additional amounts may be credited on
behalf of any Member from time to time based on criteria established,
or in a manner otherwise determined, by the Board or the President of
the Company.
ARTICLE V
DISTRIBUTIONS
5.01 TIMING OF PAYMENT. Payment of a Member's Profit Sharing Account shall
be made in a single lump sum as soon as practicable following the
Member's termination of employment with the Company or an affiliated
employer, except as provided under Section 5.03 hereof.
5.02 FORM OF PAYMENT. Any payment under this Article shall be in the form of
cash or a cash equivalent.
5.03 DEATH OR DISABILITY.
(a) In the event of the Member's death, the balance of such
Member's Profit Sharing Account shall be paid to the Member's
designated beneficiary or, if no beneficiary has been
designated, to the Member's estate in a lump sum as soon as
practicable or as otherwise provided by the Committee.
(b) In the event of the Member's Disability, the balance of such
Member's Profit Sharing Account shall be paid to the Member
(or the Member's legal representative) in the manner
prescribed by the Committee at its sole discretion.
5.04 HARDSHIP DISTRIBUTION. Notwithstanding any provision to the contrary,
in the event of an Unforeseeable Emergency a Member shall be entitled
to early payment of all or part of the balance of such Member's Profit
Sharing Account to the extent reasonably needed to satisfy the
Unforeseeable Emergency need. An application for an early payment under
this section 5.04 shall be made in accordance with the procedures and
requirements adopted by the Committee.
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ARTICLE VI
STATEMENT OF ACCOUNTS
Statements shall be sent annually to each Member (or such Member's estate,
beneficiary or legal representative) or as otherwise provided by the Committee.
ARTICLE VII
BENEFICIARY DESIGNATION
Each Member shall have the right, at any time, to designate any person, persons
or entity as such Member's designated beneficiary. A beneficiary designation
shall be made, and may be amended, by the Member by filing a written designation
in accordance with the procedures adopted by the Committee.
ARTICLE VIII
AMENDMENT OR TERMINATION
The Board or the Committee may amend, modify or terminate the Plan at any time;
provided, however, no amendment, modification or termination shall, without the
consent of the Member, adversely affect such Member's right to payment from the
Member's vested balance under the Profit Sharing Account as of the date of such
amendment, modification or termination.
ARTICLE IX
MISCELLANEOUS
9.01 UNSECURED RIGHT. Any right to receive a payment under the Plan shall be
no greater than that of an unsecured general creditor of the Company.
No amount payable under the Plan may be assigned, transferred,
encumbered or subject to any legal process for the payment of any claim
against a Member.
9.02 NO RIGHT TO CONTINUED EMPLOYMENT. Participation in the Plan shall not
give any employee any right to remain in the employ of the Company or
any affiliate thereof.
9.03 WITHHOLDING. The Company shall withhold to the extent required by law
all applicable income and other taxes from amounts deferred or paid
under the Plan.
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9.04 GOVERNING LAW. The Plan shall be construed, governed and enforced in
accordance with the laws of the State of New York without reference to
rules relating to conflicts of law, except to the extent preempted by
federal law.
9.05 COMPLIANCE WITH SECURITIES LAWS. The Committee may, from time to time,
impose additional restrictions upon Members as it deems necessary,
advisable or appropriate in order to comply with applicable federal and
state securities laws.
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EXHIBIT A
WEIGHT WATCHERS
EXECUTIVE PROFIT SHARING PLAN
BENEFICIARY DESIGNATION FORM
Please complete each section as instructed. The capitalized terms as used herein
have the meaning set forth in the Weight Watchers Executive Profit Sharing Plan.
1. MEMBER INFORMATION
Name____________________________ Social Security #_______________________
Address_____________________________________________________________________
2. BENEFICIARY ELECTION
I hereby designate the following individual as my beneficiary in accordance with
Article VII of the Plan:
Beneficiary_____________________ Social Security #_______________________
Address_____________________________________________________________________
3. ACKNOWLEDGEMENT AND AGREEMENT
I acknowledge and agree that I have received and reviewed a copy of the Plan. I
understand that this Beneficiary Designation Form may not be revoked except by
operation of a subsequent filing of such form.
_____________________________________________ __________________________
Signature of Member Date
