EX-10.5


 Exhibit 10.5 

WEIGHT WATCHERS INTERNATIONAL, INC. 

TERM SHEET FOR 
 EMPLOYEE
RESTRICTED STOCK UNIT AWARDS 
 FOR GOOD AND VALUABLE CONSIDERATION, Weight Watchers International, Inc., a Virginia corporation (the
“Company”), hereby grants to the employee of the Company or its Affiliates as identified below (the “Employee”) the aggregate number of Restricted Stock Units specified below which are ultimately payable in shares of Common Stock
of the Company (the “RSU Award”). The RSU Award is granted upon the terms, and subject to the conditions, set forth in this Term Sheet, the Company’s stock incentive plan specified below (the “Plan”), and the Terms and
Conditions for Employee Restricted Stock Unit Awards promulgated under such Plan and as attached hereto (the “Terms and Conditions”), each hereby incorporated herein by this reference and each as amended from time to time (capitalized
terms not otherwise defined herein shall have the same meanings ascribed to them in the Terms and Conditions or the Plan). 
  

			
	Key Terms and Conditions
		
	 Name of Employee:
	 	«First_Name» «Last_Name»
	 Grant Date:
	 	
	 Plan:
	 	
	 Aggregate Number of Restricted Stock Units:
	 	200,000
	
	 Vesting Schedule for Restricted Stock Units

(subject to continued employment)

		
	 Date
	 	 # of Restricted Stock Units

	 [●], 2018
	 	25% of Aggregate Number of Restricted Stock Units
	 [●], 2019
	 	25% of Aggregate Number of Restricted Stock Units
	 [●], 2020
	 	25% of Aggregate Number of Restricted Stock Units
	 [●], 2021
	 	25% of Aggregate Number of Restricted Stock Units

 By accepting this Term Sheet, the Employee acknowledges that he or she has received and read, and agrees that the Restricted
Stock Units granted herein are awarded pursuant to the Plan, are subject to and qualified in their entirety by this Term Sheet, the Plan, and the Terms and Conditions, and shall be subject to the terms and conditions of this Term Sheet, the Plan and
the Terms and Conditions attached hereto. 
 If the Employee does not sign and return this Term Sheet by [DATE], 2017, this RSU Award shall be forfeited
and shall be of no further force and effect. 
  

							
	 WEIGHT WATCHERS INTERNATIONAL, INC.
	 		 	
				
	 By:
	 	
                  
                                         
                              
	 		 	  

	 Name:
	 		 		 	 Employee Signature

	 Title:
	 		 		 	 «First_Name» «Last_Name»

		 		 		 	 «Address1»

		 		 		 	 «Address2»

		 		 		 	 «Address3»

		 		 		 	 «City» «State» «Zip»








 WEIGHT WATCHERS INTERNATIONAL, INC. 

TERMS AND CONDITIONS FOR 

EMPLOYEE RESTRICTED STOCK UNIT AWARDS 

Weight Watchers International, Inc., a Virginia corporation (the “Company”), grants to the Employee who is identified on the Term
Sheet for Employee Restricted Stock Unit Awards provided to the Employee herewith (the “Term Sheet”) the Restricted Stock Units specified in the Term Sheet, upon the terms and subject to the conditions set forth in (i) the Term Sheet,
(ii) the Company stock incentive plan specified in the Term Sheet (the “Plan”) and (iii) these Terms and Conditions for Employee Restricted Stock Unit Awards promulgated under such Plan (these “Terms and Conditions”),
each hereby incorporated herein by this reference and each as amended from time to time.  
 ARTICLE I 

DEFINITIONS 
 Capitalized
terms not otherwise defined herein shall have the same meanings ascribed to them in the Term Sheet or the Plan. 
 Section 1.1 – Cause 

“Cause” shall be as defined in the Employment Agreement. 

Section 1.2 – Change in Control 

Notwithstanding the definition in the Plan, “Change in Control” shall be deemed to have the same meaning as in the Continuity
Agreement: 
 Section 1.3 – Code 

“Code” shall mean the Internal Revenue Code of 1986, as amended. 

Section 1.4 - Committee 

“Committee” shall mean the Compensation Committee of the Board of Directors of the Company. 

Section 1.5 – Common Stock 

“Common Stock” shall mean the common stock, no par value per share, of the Company. 

Section 1.6 – Company 

“Company” shall mean Weight Watchers International, Inc. 






 Section 1.7 –Continuity Agreement 

“Continuity Agreement” shall mean that Continuity Agreement between the Company and Employee entered into as of [Date], 2017, as it
may be amended from time to time. 
 Section 1.8 - Disability 

“Disability” shall be as defined in the Employment Agreement. 

Section 1.9 – Employment Agreement 

“Employment Agreement” shall mean that Employment Agreement between the Company and Employee entered into as of [DATE], 2017, as may
be amended from time to time. 
 Section 1.10 – Good Reason 

“Good Reason” shall be as defined in the Employment Agreement. 

Section 1.11 - Grant Date 
 “Grant
Date” shall mean the date specified on the Term Sheet on which the RSU Award was granted. 
 Section 1.12 – Plan 

“Plan” shall mean the Company’s stock incentive plan specified on the Term Sheet. 

Section 1.13 - Restricted Stock Units 
 A
“Restricted Stock Unit” represents the right to receive, upon satisfaction of the vesting conditions set forth herein, one share of Common Stock. 

Section 1.14 – RSU Vesting Date 

“RSU Vesting Date” shall mean the date a Restricted Stock Unit becomes vested. 

Section 1.15 - Secretary 

“Secretary” shall mean the Secretary of the Company. 






 ARTICLE II 

GRANT OF RSU AWARD 
 Section 2.1 - Grant of Restricted Stock Units 
 On and as of the Grant Date, the Company irrevocably grants to the
Employee the number of Restricted Stock Units specified on the Term Sheet, upon the terms and conditions set forth in the Term Sheet and these Terms and Conditions. The Restricted Stock Units shall vest and become
non-forfeitable in accordance with Article III hereof. 
 Section 2.2 – Employment Agent 

This RSU Award is made as required by Section 4 of the Employment Agreement. Nothing in the Term Sheet, in these Terms and Conditions or
in the Plan shall confer upon the Employee any right to continue in the employment of the Company or its Affiliates, or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to
terminate the employment of the Employee at any time for any reason whatsoever, with or without Cause (subject to the terms of the Employment Agreement). Employee hereby acknowledges and agrees that neither the Company nor its Affiliates nor any
other Person has made any representations or promises whatsoever to the Employee concerning the Employee’s employment or continued employment by the Company or its Affiliates, subject to the terms of the Employment Agreement. 

Section 2.3 - Adjustments 

Subject to the provisions of the Plan, in the event that the outstanding shares of the Common Stock subject to an RSU Award are, from time to
time, changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, change of control, reclassification, stock split, spin-off, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration as to which such RSU Award
shall be converted. Any such adjustment made by the Committee in its good faith discretion and in accordance with the provisions of the Plan shall be final and binding upon the Employee, the Company and all other interested persons. To the extent
that any RSU Award is not continued, assumed or substituted for options, restricted stock units or any other form of equity of a surviving entity in connection with one of the foregoing events, it shall become fully vested immediately prior to the
event. 






 ARTICLE III 

VESTING 
 Section 3.1 - Commencement of Vesting 
 RSU Award. Unless otherwise provided in the Term Sheet, these Terms
and Conditions or the Plan, so long as the Employee continues to be employed by the Company or its Affiliates, the Restricted Stock Units shall vest on the dates specified on, and to the extent provided by, the vesting schedule set forth on the Term
Sheet (subject to Section 3.2 below). 
 Section 3.2 - Expiration of Restricted Stock Units 

(a)    The Restricted Stock Units not then vested shall immediately vest upon a termination described in Section 3(a) of
the Continuity Agreement. 
 (b)    If (a) above does not apply, to the extent Employee’s employment with the
Company and its Affiliates is terminated by the Company without Cause (other than due to a Disability) or by the Employee for Good Reason, the greater of (i) fifty percent (50%) of the unvested Restricted Stock Units as of the date of such
termination of employment or (ii) the number of Restricted Stock Units that would vest upon the next RSU Vesting Date shall vest upon such termination of employment. 

(c)    Subject to (a) above, the Employee shall cease any additional vesting in his or her Restricted Stock Units
upon any termination of his or her employment and the unvested portion of the Restricted Stock Units shall be cancelled without payment therefor upon any termination of her employment. 

ARTICLE IV 
 STOCKHOLDER RIGHTS

 Section 4.1 - Conditions to Issuance of Stock Certificates 

The shares of Common Stock deliverable upon the vesting of the Restricted Stock Units, or any portion thereof, shall be fully paid and
nonassessable. The Company shall not be required to deliver any certificate or certificates for shares of stock upon the vesting of any Restricted Stock Units, or any portion thereof, prior to fulfillment of all of the following conditions: 

(a)    The obtaining of approval or other clearance from any state or federal governmental agency which the Committee
shall, in its absolute discretion, determine to be necessary or advisable; and 






 (b)    The lapse of such reasonable period of time following the vesting of
the Restricted Stock Units as the Committee may from time to time establish for reasons of administrative convenience. 
 Section 4.2 - Rights as Stockholder 
 (a)    RSU Rights. Unless otherwise set forth
herein, the Employee shall receive, as soon as practicable after the applicable RSU Vesting Date (but in no event later than ten (10) business days following the RSU Vesting Date), one share of Common Stock for each vested Restricted Stock Unit
that the Employee holds hereunder. Certificates for the Common Stock shall be delivered to the Employee or to the Employee’s legal guardian or representative (or if such Common Stock is evidenced by uncertificated securities registered or
recorded in records maintained by or on behalf of the Company in the name of a clearing agency, the Company will cause the Common Stock to be entered in the records of such clearing agency as owned by the Employee). It shall be a condition of the
obligation of the Company upon delivery of Common Stock to the Employee pursuant this Section 4.2 that the Employee pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for any federal,
state or local income or other taxes required by law to be withheld with respect to such Common Stock. Minimum required withholding shall be satisfied by the Company withholding Common Stock otherwise deliverable to the Employee hereunder. Until the
applicable RSU Vesting Date, a holder of a Restricted Stock Unit shall not be, nor have any of the rights or privileges of, a stockholder of the Company. 

(b)    Dividend Equivalents for RSU Award. With respect to each cash dividend or distribution (if any) paid with
respect to Common Stock to holders of record on and after the Grant Date but before the applicable RSU Vesting Date, the Company shall maintain a notional account (the “Account”) for the benefit of the Employee, in which the Company
shall record the amount of each such cash dividend or distribution (if any) to which the Employee would have been entitled if the Employee had held the same number of shares of Common Stock equal to the number of Restricted Stock Units granted
pursuant to the Term Sheet and these Terms and Conditions. As soon as practicable after the RSU Vesting Date (but in no event later than ten (10) business days following the RSU Vesting Date), the Employee shall, in the discretion of the
Company, be paid an amount equal to the balance of the Account in (a) cash or (b) a number of shares of Common Stock equal to the quotient of (i) the balance of the Account, divided by (ii) the Fair Market Value, on the RSU
Vesting Date, of one share of Common Stock. In the event the Account balance is paid in shares of Common Stock, if the calculation set forth in the preceding sentence results in fractional shares, the Company shall round such number of shares to the
nearest whole number; provided, that if such number is rounded down, the Company shall pay to the Employee an amount in cash equal to the fractional shares based on the Fair Market Value thereof. In the event the Employee’s employment is
terminated for any reason (other than by the Company without Cause or by Employee for Good Reason) prior to any RSU Vesting Date, the Employee shall forfeit all amounts maintained in the Account without consideration therefor. 

(c)    Delay of Receipt. Notwithstanding the foregoing, in the event that Employee would be required to make a
filing under the Hart-Scott-Rodino Act in connection 






 
with receipt of Common Stock, the applicable time period(s) shall be appropriately extended to permit such filing and subsequent receipt of Common Stock (and associated Account) but not beyond
March 15 in the year following the year in which the RSU Vesting Date occurs. 
 (d)    Limitation on
Obligations. The Company’s obligation with respect to the Restricted Stock Units granted hereunder is limited solely to the delivery to the Employee of shares of Common Stock on the date when such shares are due to be delivered hereunder,
and in no way shall the Company become obligated to pay cash in respect of such obligation (except as set forth in Section 4.2(b) hereof). This RSU Award shall not be secured by any specific assets of the Company or any of its Affiliates, nor shall
any assets of the Company or any of its Affiliates be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Term Sheet, these Terms and Conditions or the Plan. 

(e)    Tax Advice. The Employee is hereby advised to seek his or her own tax counsel regarding the taxation
of an award of Restricted Stock Units made hereunder. 
 ARTICLE V 

THE COMPANY’S REPRESENTATIONS AND WARRANTIES 

Section 5.1 - Authorization 
 The Company
represents and warrants to the Employee that (i) the Term Sheet and these Terms and Conditions has been duly authorized, executed and delivered by the Company, and (ii) upon the vesting of Restricted Stock Units (or any portion thereof),
the Common Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable. 

Section 5.2 - Registration 
 The Common
Stock are registered on a Form S-8 Registration Statement or any successor to Form S-8 to the extent that such registration is then available with respect to such Common
Stock, and (ii) the Company will file the reports required to be filed by it under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations adopted by the SEC thereunder, to the
extent required from time to time to enable the Employee to sell his or her shares of Stock without registration under the 1933 Act within the limitations of the exemptions provided by (A) Rule 144 under the 1933 Act, as such rule may be
amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. 






 ARTICLE VI 

MISCELLANEOUS 
 Section 6.1 - Administration 
 The Committee shall have the power to interpret the Plan, the Term Sheet and these
Terms and Conditions and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made
by the Committee shall be final and binding upon the Employee, 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 Restricted Stock Units. In its absolute discretion, the Board of Directors of the Company may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan, the Term Sheet and these Terms and
Conditions. Notwithstanding anything else herein or the Plan, interpretation of the terms Cause, Good Reason and Disability shall be made in accordance with the procedures and dispute resolutions provisions of the Employment Agreement and that of
Change in Control in accordance with the procedures and dispute resolutions provisions of the Continuity Agreement. 
 Section 6.2 - Shares to Be Reserved 
 The Company shall at all times during the term of the RSU Award reserve and
keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of the Term Sheet and these Terms and Conditions. 

Section 6.3 - Recapitalizations, etc. 

The provisions of the Term Sheet and these Terms and Conditions shall apply, to the full extent set forth herein with respect to the RSU Award,
to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company or its Affiliates (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the RSU Award, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or
otherwise. 
 Section 6.4 - State Securities Laws 

The Company hereby agrees to use its best efforts to comply with all state securities or “blue sky” laws which might be applicable to
the issuance of the shares underlying the Restricted Stock Units to the Employee. 






 Section 6.5 - Binding Effect 

The provisions of the Term Sheet and these Terms and Conditions shall be binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns. In the case of a transferee permitted under the Term Sheet and these Terms and Conditions, such transferee shall be deemed the Employee hereunder; provided, however, that no transferee
shall derive any rights under the Term Sheet and these Terms and Conditions unless and until such transferee has delivered to the Company a Joinder (in the form attached hereto as Exhibit A) and becomes bound by the terms of the Term Sheet and these
Terms and Conditions. 
 Section 6.6 - Miscellaneous 

In the Term Sheet and these Terms and Conditions, (i) all references to “dollars” or “$” are to United States dollars
and (ii) the word “or” is not exclusive. If any provision of the Term Sheet and these Terms and Conditions shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be
affected, but shall remain in full force and effect. 
 Section 6.7 - Notices 

Any notice to be given under the terms of the Term Sheet and these Terms and Conditions to the Company shall be addressed to the Company in
care of its Secretary, and any notice to be given to the Employee shall be addressed to him at the address given on the Term Sheet. By a notice given pursuant to this Section 6.7, either party may hereafter designate a different address for
notices to be given to him or her. Any notice which is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company
of his or her status and address by written notice under this Section 6.7. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post
office or branch post office regularly maintained by the United States Postal Service. 
 Section 6.8 -
Titles 
 Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Term
Sheet and these Terms and Conditions. 
 Section 6.9 - Applicability of Plan 

The Common Stock issued to the Employee upon the vesting of the Restricted Stock Units shall be subject to all of the terms and provisions of
the Plan, to the extent applicable to the vesting of the Restricted Stock Units (or any portion thereof). In the event of any conflict between the Term Sheet and these Terms and Conditions, these Terms and Conditions shall control. In the event of
any conflict between the Term Sheet, these Terms and Conditions and the Plan, the Term Sheet or Terms and Conditions shall control. 






 Section 6.10 – Restrictive Covenants 

In consideration of the Company entering into the Term Sheet and these Terms and Conditions with the Employee, the Employee reaffirms the
restrictive covenants set forth in Section 8 of the Employment Agreement. 
 Section 6.11 - Amendment

 The Term Sheet and these Terms and Conditions may be amended only by a writing executed by the parties hereto which specifically
states that it is amending the Term Sheet or these Terms and Conditions, as applicable. 
 Section 6.12 -
Governing Law 
 The Term Sheet and these Terms and Conditions shall be governed by, and construed and interpreted in accordance with,
the law of the State of New York. 
 Section 6.13 – Jurisdiction 

The parties to the Term Sheet and these Terms and Conditions agree that jurisdiction and venue in any action brought by any party hereto
pursuant to the Term Sheet and these Terms and Conditions shall properly lie and shall be brought in any federal or state court located in the Borough of Manhattan, City and State of New York. By execution and delivery of Term Sheet and these Terms
and Conditions, each party hereto irrevocably submits to the jurisdiction of such courts for itself, himself or herself and in respect of its, his or her property with respect to such action. The parties hereto irrevocably agree that venue would be
proper in such court, and hereby irrevocably waive any objection that such court is an improper or inconvenient forum for the resolution of such action. 

Section 6.14 - Pronouns 

The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. 

Section 6.15 – Counterparts 

The Term Sheet and these Terms and Conditions may be executed in any number of counterparts, each of which shall be deemed to be an original
and all of which together shall constitute one and the same instrument. 
 Section 6.16 – Code Section 409A 

If any payment of money, delivery of shares of Common Stock or other benefits due to the Employee hereunder could cause the application of an
accelerated or additional tax under Section 409A of the Code, such payment, delivery of shares of Common Stock or other benefits shall be deferred if deferral will make such payment, delivery of shares of Common







 
Stock or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of shares of Common Stock or other benefits shall be restructured, to the extent possible, in a
manner, determined by the Company and reasonably acceptable to the Employee, that does not cause such an accelerated or additional tax. 






 EXHIBIT A 

JOINDER 
 By execution of this
Joinder, the undersigned agrees to become a party to that certain Term Sheet for Employee Restricted Stock Unit Awards and that certain Terms and Conditions for Employee Restricted Stock Unit Awards, effective as of
                     (collectively, the “Agreement”), among WEIGHT WATCHERS INTERNATIONAL, INC. (the “Company”) and
                     (the “Employee”). By execution of this Joinder, the undersigned shall have all the rights, and shall observe
all the obligations, applicable to the Employee (except as otherwise set forth in the Agreement), and to have made on the date hereof all representations and warranties made by such Employee, modified, if necessary, to reflect the nature of the
undersigned as a trust, estate or other entity. 
  

					
	Name:	 		 	
			
	Address for Notices:	 		 	With copies to:
			
	  
	 		 	  

	  
	 		 	  

	  
	 		 	  

	  
	 		 	  

	  
	 		 	  


  

			
	 Signature:
	 	
                     
                                         
                 



			
		
	 Date: