EX-10.35



 Exhibit 10.35 

WEIGHT WATCHERS INTERNATIONAL, INC. 

TERM SHEET FOR 
 EMPLOYEE
PERFORMANCE STOCK OPTION 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”) an Option to purchase the aggregate number of shares of Common Stock of the Company specified below
(the “Option Award”) at the purchase price per share specified below (the “Exercise Price”). The Option 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 Performance Stock Option 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:	  	
	Grant Date:	  	December 12, 2013
	Plan:	  	2008 Stock Incentive Plan
	Number of Shares subject to Option:	  	
	Exercise Price:	  	US$ 32.65 per Share
	Expiration Date:	  	5th anniversary of the Grant Date
	Vesting Terms:	  	See Article III of the Terms and Conditions

 By accepting this Term Sheet, (1) the Employee acknowledges that he or she has received and read, and agrees that the
Option granted herein is awarded pursuant to the Plan, and is subject to and qualified in its 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, and (2) the Employee acknowledges and agrees that any right to acceleration or other benefit with respect to the Option Award upon or following a “Change in Control” (as defined in the Plan) under
the Continuity Agreement, by and between the Employee and the Company, as amended from time to time, or any other agreement entered into by and between the Employee and the Company or any of its Affiliates, as may be amended from time to time
(collectively, “Other Agreements”), is hereby waived with respect to this Option Award, and the Terms and Conditions, as may be amended in accordance with their terms, represent the entire agreement with respect to the Option Award
granted hereunder. 







 If the Employee does not sign and return this Term Sheet and the Terms and Conditions by January 20, 2014,
this Option Award shall be forfeited and shall be of no further force and effect. 
  

							
	WEIGHT WATCHERS INTERNATIONAL, INC.	 		 	
				
	By:	 	  
	 		 	  

	Name:	 	James R. Chambers	 		 	Employee Signature
	Title:	 	Chief Executive Officer	 		 	








 WEIGHT WATCHERS INTERNATIONAL, INC. 

TERMS AND CONDITIONS FOR 

EMPLOYEE PERFORMANCE STOCK OPTION AWARDS 

Weight Watchers International, Inc., a Virginia corporation (the “Company”), grants to the Employee who is identified on the
Term Sheet for Employee Performance Stock Option Awards provided to the Employee herewith (the “Term Sheet”) the Option 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 Performance Stock Option Awards promulgated under the 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 mean (i) the Employee’s willful and continued failure to perform his or her material duties with respect to
the Company or its Affiliates which continues beyond 10 days after a written demand for substantial performance is delivered to the Employee by the Company or one of its Affiliates, (ii) willful misconduct by the Employee involving dishonesty
or breach of trust in connection with the Employee’s employment which results in a demonstrable injury (which is other than de minimis) to the Company or its Affiliates, (iii) conviction of the Employee for any felony or any misdemeanor
involving moral turpitude, or (iv) any material breach by the Employee of the Employee’s restrictive covenants set forth in Section 7.10 below. 

Section 1.2 Committee 

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

Section 1.3 Common Stock 

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

Section 1.4 Company 

“Company” shall mean Weight Watchers International, Inc. 







 Section 1.5 Expiration Date 

“Expiration Date” shall mean, with respect to the Option, the expiration date specified on the Term Sheet. 

Section 1.6 Grant Date 

“Grant Date” shall mean the date specified on the Term Sheet on which the Option Award was granted. 

Section 1.7 Option 

“Option” shall mean the non-qualified stock option to purchase shares of Common Stock as
granted under the Term Sheet and these Terms and Conditions in accordance with the Plan. 
 Section 1.8 Performance Condition

 “Performance Condition” shall mean the vesting conditions described in Section 3.1(a)(ii) hereof. 

Section 1.9 Permanent Disability 

The Employee shall be deemed to have a “Permanent Disability” if the Employee is unable to engage in the activities required by the
Employee’s job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months (in each case, as
determined in good faith by a majority of the Committee, which determination shall be conclusive). 
 Section 1.10 Plan 

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

Section 1.11 Secretary 

“Secretary” shall mean the Secretary of the Company. 

Section 1.12 Service Condition 

“Service Condition” shall mean the vesting condition described in Section 3.1(a)(i) hereof. 

Section 1.13 Trading Price 

“Trading Price” shall mean, on any given date, the average closing price of the Common Stock on the New York Stock Exchange (or
other national securities exchange) for the 20 consecutive preceding trading days. 

  
 2 








 ARTICLE II 

GRANT OF OPTION AWARD  

Section 2.1 Grant of Option  

On and as of the Grant Date, the Company irrevocably grants to the Employee an Option to purchase the number of shares of its Common Stock
specified on the Term Sheet, upon the terms and conditions set forth in the Term Sheet, these Terms and Conditions and the Plan. The Option shall vest and become non-forfeitable in accordance with Article III hereof. 

Section 2.2 Exercise Price for Option 

Subject to Section 2.4 below, the exercise price of a share of Common Stock covered by an Option shall be the Exercise Price per share
specified on the Term Sheet, without commission or other charge. 
 Section 2.3 Consideration to the Company 

In consideration of the granting of the Option Award by the Company, the Employee agrees to render faithful and efficient services to the
Company or its Affiliates with such duties and responsibilities as the Company or its Affiliates shall from time to time prescribe. 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. Employee hereby acknowledges and agrees that neither the Company or 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. 
 Section 2.4 Adjustments 

The terms of the Option shall be subject to adjustment in accordance with Section 10 of the Plan in the event of any transaction or event
described in such Section 10. Any such adjustment made by the Committee in its sole 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. 

  
 3 








 ARTICLE III 

VESTING AND EXERCISABILITY 

Section 3.1 Commencement of Vesting and Exercisability 

(a) Generally. Unless otherwise provided in the Term Sheet or these Terms and Conditions or the Plan, the Option Award shall become
vested and exercisable in whole or in part, upon the achievement of both the Service Condition and the applicable Performance Condition and subject to the Employee’s continued employment with the Company or its Affiliates through any such
applicable vesting date, and shall remain vested and exercisable until the earlier of the Expiration Date or such earlier date as set forth under Section 3.2. 

(i) The “Service Condition” shall be deemed satisfied with respect to 100% of the Option Award on the third anniversary of
the Grant Date. 
 (ii) The “Performance Condition” shall be deemed satisfied with respect to an incremental 20% of the
Option Award on the first date that the Trading Price is equal to or greater than (A) 150% of the Exercise Price; (B) 175% of the Exercise Price; (C) 200% of the Exercise Price; (D) 225% of the Exercise Price; and (E) 250%
of the Exercise Price (each, a “Share Price Hurdle”, and any such date, a “Performance Vesting Date”). For the avoidance of doubt, only one Performance Vesting Date shall occur in respect of each Share Price Hurdle,
and only 20% of the Option Award shall vest in respect to each Share Price Hurdle; provided, however, that nothing herein shall be deemed to limit the ability to satisfy more than one Share Price Hurdle upon a single Performance
Vesting Date. 
 (b) Change in Control. Notwithstanding any provision in an Other Agreement applicable to equity-based awards held by
the Employee regarding the treatment of such awards upon or following the occurrence of a Change in Control, upon the consummation of a Change in Control, the Option Award granted hereunder shall only vest and become exercisable in accordance with
this Section 3.1(b). 
 (i) Upon the consummation of a Change in Control while the Option Award remains outstanding: 

(A) The Service Condition shall be deemed satisfied with respect to 100% of the Option Award on the date of such Change in
Control; and 
 (B) For the purposes of determining whether any Share Price Hurdle which has not been satisfied prior to the
date of the Change in Control shall become satisfied as of the date of such Change in Control, the “Trading Price” on such date shall be deemed to be equal to the per share consideration received by a holder of Common Stock in such
transaction (without regard to the average closing price of the Shares on the 20 preceding trading dates), if any, or otherwise the closing price of the Common Stock on the New York Stock Exchange (or other national securities exchange) on the last
trading day immediately prior to the date of such Change in Control. 

  
 4 








 (ii) Immediately following the consummation of a Change in Control, any portion of the Option
Award which remains unvested after giving effect to Section Section 3.1(b)(i) shall cease any additional vesting and such unvested portion of the Option shall be canceled without payment therefor and be of no further force and effect. 

Section 3.2 Expiration of Option  

(a) Option Award. The Option shall remain outstanding unless earlier exercised or terminated (as described below or in
Section 3.1(b)) until the Expiration Date. The Employee shall cease any additional vesting in his or her Option following any termination of his employment and the portion of the Option that does not become vested on or prior to such
termination of employment date shall be canceled without payment therefor immediately following any termination of his employment and shall be of no further force and effect. Except as otherwise provided herein, the Option may not be exercised to
any extent by Employee after the first to occur of the following events: 
 (i) The Expiration Date; 

(ii) The first anniversary of the date of the Employee’s termination of employment by reason of death or Permanent Disability; 

(iii) The first business day which is ninety calendar days after the date of the Employee’s termination of employment for any reason
other than for Cause, death or Permanent Disability; or 
 (iv) The date of an Employee’s termination of employment by the Company or
any of its Affiliates for Cause. 
 (b) Termination of Option upon Certain Events. If (i) the Company or any of its Affiliates
terminates the employment of the Employee for Cause, (ii) the beneficiaries of an Employee’s Trust shall include any person or entity other than the Employee, his or her spouse or his or her lineal descendants, or (iii) the Employee
shall effect a transfer of any Option other than as permitted in these Terms and Conditions or the Plan (each, an “Event”), all portions of the Option held by the Employee or an Employee’s Trust, as the case may be, whether or
not exercisable prior to such Event, will terminate immediately without payment therefor. 

  
 5 








 ARTICLE IV 

EXERCISE OF OPTION AND STOCKHOLDER RIGHTS 

Section 4.1 Person Eligible to Exercise 

During the lifetime of the Employee, only he or the trustee of an Employee’s Trust may exercise the Option or any portion thereof. After
the death of the Employee, any exercisable portion of the Option may, prior to the time when an Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the
Employee’s will or under the then applicable laws of descent and distribution. 
 Section 4.2 Partial Exercise  

Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only. 

Section 4.3 Manner of Exercise 

(a) Generally. The Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all
of the following prior to the time when the Option or such portion become unexercisable under Section 3.2: 
 (i) Notice in writing
signed by the Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof are thereby exercised, such notice complying with all applicable rules established by the Committee; 

(ii) Full payment (in cash, by check or by a combination thereof) for the shares with respect to which such Option or portion thereof are
exercised; 
 (iii) If requested by the Committee, a bona fide written representation and agreement, in a form satisfactory to the
Committee, signed by the Employee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or
reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended, or any successor thereto (the “1933 Act”), and then applicable rules and regulations thereunder, and that the Employee or
other person then entitled to exercise such Option or portion thereof will indemnify the Company and its Affiliates against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company or its Affiliates if any
sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to
ensure the observance and performance of such representation and agreement and to effect compliance with the 1933 Act and any other federal or state securities laws or regulations; 

  
 6 








 (iv) Full payment to the Company of all amounts which, under federal, state or local law, it is
required to withhold upon exercise of the Option; and 
 (v) In the event the Option or portion thereof shall be exercised pursuant to
Section 4.1 by any person or persons other than the Employee, appropriate proof of the right of such person or persons to exercise the Option. 

(b) Securities Laws. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it
to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the 1933 Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing
stock issued on exercise of the Option may bear an appropriate legend referring to the provisions of subsection (iii) above and the agreements herein. The written representation and agreement referred to in subsection (iii) above shall,
however, not be required if the shares to be issued pursuant to such exercise have been registered under the 1933 Act, and such registration is then effective in respect of such shares. 

Section 4.4 Conditions to Issuance of Stock Certificates 

The shares of Common Stock deliverable upon the exercise of the Option, 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 purchased upon the exercise of the Option, 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 exercise of the
Option, as the Committee may from time to time establish for reasons of administrative convenience. 
 Section 4.5 Rights as
Stockholder 
 (a) Optionholder Rights. The holder of the Option shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued to such holder as provided under this Article IV. As
soon as practicable following the date that the Employee becomes entitled to receive the shares of Common Stock pursuant to this Article IV, 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). 

  
 7 








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

TRANSFERS 

Section 5.1 Representations, Warranties and Agreements 

The Employee agrees and acknowledges that he or she will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of any shares of Common Stock issuable upon exercise of the Option (or any portion thereof) unless such offer, transfer, sale, assignment, pledge, hypothecation or other disposition is permitted pursuant to the Term Sheet and these
Terms and Conditions and (i) the offer, transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to an effective registration statement under the 1933 Act, or (ii) counsel for the Employee (which counsel shall be
acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the 1933 Act
and (iii) if the Employee is a citizen or resident of any country other than the United States, or the Employee desires to effect any such transaction in any such country, counsel for the Employee (which counsel shall be acceptable to the
Company) shall have furnished the Company with an opinion or other advice, satisfactory in form and substance to the Company, that such transaction will not violate the laws of such country. 

Section 5.2 Acknowledgement by the Company 

Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the
1933 Act and the Term Sheet and these Terms and Conditions and no opinion of counsel is required in connection therewith: (w) a transfer made pursuant to a normal exercise of the Option pursuant to the terms hereof, (x) a transfer upon the
death of the Employee to his or her executors, administrators, testamentary trustees, legatees or beneficiaries, provided that such transfer is made expressly subject to the Term Sheet and these Terms and Conditions and that such transferee shall
execute a Joinder (in the form attached hereto as Exhibit A), agreeing to be bound by the provisions of the Term Sheet and these Terms and Conditions and (y) a transfer made after the Grant Date in compliance with the federal securities laws to
a trust or custodianship the beneficiaries of which may include only the Employee, his or her spouse or his or her lineal descendants (an “Employee’s Trust”), provided that such transfer is made expressly subject to the Term
Sheet and these Terms and Conditions and that such transferee shall execute a Joinder (in the form attached hereto as Exhibit A), agreeing to be bound by the provisions of the Term Sheet and these Terms and Conditions. Immediately prior to any
transfer to an Employee’s Trust, the Employee shall provide the Company with a copy of the instruments creating 

  
 8 








 
an Employee’s Trust and with the identity of the beneficiaries of such Employee’s Trust. The Employee shall notify the Company immediately prior to any change in the identity of any
beneficiary of an Employee’s Trust. 
 Section 5.3 Transfer Restrictions 

(a) Except as otherwise provided herein, neither the Option nor any interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this
Section 5.3 shall not prevent transfers by will or by the applicable laws of descent and distribution. 
 (b) (i) If the Employee is a
Senior Employee (and the Committee has not otherwise provided that this Section 5.3 does not apply to him or her), or (ii) in the case of an Employee who is not a Senior Employee if requested by the Committee, the Employee agrees that if
shares of capital stock of the Company or any other securities of the Company that are convertible into or exchangeable or exercisable for capital stock of the Company (collectively, “Securities”) are registered pursuant to a
registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) (other than a registration statement on Form S-8), the Employee will not sell or otherwise transfer any Securities of the Company from the
date of filing such registration statement (or in the case of “shelf” registration statement, from the earlier of (x) the date of the initial preliminary prospectus and (y) the date of the final prospectus), until up to 90 days
after the public offering date set forth in the final prospectus. For purposes of this Section 5.3, a “Senior Employee” shall mean any chief executive officer, president, chief financial officer, general counsel, corporate secretary,
chief operating officer, senior vice president, vice president or their equivalents of the Company or any of its Affiliates, or any officer or employee of the Company or any of its Affiliates so designated by the Committee as a Senior Employee. 

ARTICLE VI 
 THE COMPANY’S
REPRESENTATIONS AND WARRANTIES 
 Section 6.1 Authorization  

The Company represents and warrants to the Employee that (i) the Term Sheet and these Terms and Conditions have been duly authorized,
executed and delivered by the Company, and (ii) upon exercise of the Option (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. 

  
 9 








 Section 6.2 Registration  

(i) The Company shall use reasonable efforts to register the Common Stock and the Option 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 Option, 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, or any successor thereto (the “Act”), and the rules and regulations adopted by the U.S. Securities and Exchange Commission (the
“SEC”) thereunder, to the extent required from time to time to enable the Employee to sell his or her shares of Common 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. Notwithstanding anything contained in this Section 6.2, the Company may deregister under
Section 12 of the Act if it is then permitted to do so pursuant to the Act and the rules and regulations thereunder. Nothing in this Section 6.2 shall be deemed to limit in any manner the restrictions on sales of Common Stock contained in
the Term Sheet and these Terms and Conditions. 
 ARTICLE VII 

MISCELLANEOUS 

Section 7.1 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 Option. 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. 

Section 7.2 Shares to Be Reserved 

The Company shall at all times during the term of the Option 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 7.3 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
Option 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


  
 10 








 
Affiliates (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Option Award, by reason of any stock
dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise. 

Section 7.4 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 Option to the Employee. 
 Section 7.5 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 7.6 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 7.7 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 7.7, either party may hereafter designate a different address for
notices to be given to him. 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
status and address by written notice under this Section 7.7. 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. 
  

  
 11 








 Section 7.8 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 7.9 Applicability of Plan  

The Common Stock issued to the Employee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan, to the
extent applicable to the Option and any shares of Common Stock issuing upon the exercise of the Option (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 or these Terms and Conditions and the Plan, the terms of the Plan shall control. 

Section 7.10 Covenant Not to Compete; Confidential Information; No Raid; Specific Performance 

(a) In consideration of the Company entering into the Term Sheet and these Terms and Conditions with the Employee, the Employee hereby agrees
effective as of the Grant Date, for so long as the Employee is employed by the Company or one of its Affiliates and for a period of one year thereafter (the “Noncompete Period”), the Employee shall not, without the Company’s
prior written consent, directly or indirectly, engage in, be employed by, act as a consultant for or have a financial interest (other than an ownership position of less than 1% in any company whose shares are publicly traded or any non-voting,
non-convertible debt securities in any company) in any business engaged in Company Business, or work for or provide services to any Competitor of the Company or its Affiliates, within the United States or within any foreign country in which the
Company or its Affiliates (i) has an office, (ii) is or has engaged in Company Business or (iii) proposes to engage in Company Business, as of the date of the termination of the Employee’s association with the Company. For the
purposes of these provisions, (A) the term “Company Business” shall mean any business related to weight loss or weight management programs, products, services and/or other similar activities; and (B) the term
“Competitor” means any natural person, corporation, limited liability company, firm, organization, trust, partnership, association, joint venture, government agency or other entity (including, but not limited to, the websites and other
electronic or digital media of such entities) that engages, or proposes to engage, in Company Business, including, but not limited to, (x) entities which are directly engaged in Company Business; and (y) entities which have a primary focus
in broader topic areas, but who nevertheless engage in Company Business such as Unilever (Slimfast) (provided, however, only the part of such entities that are engaged in or oversee Company Business shall be deemed a “Competitor” for
purposes of these provisions). 
 (b) The Employee will not disclose or use at any time, any Confidential Information (as defined below) of
which the Employee is or becomes aware, whether or not such information is developed by him or her, except (i) to the extent that such disclosure or use is directly related to and required by the Employee performance of


  
 12 








 
duties, if any, assigned to the Employee by the Company or its Affiliates or (ii) pursuant to the order of any court or administrative agency. As used herein, the term “Confidential
Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with its business, including but not limited to (i) products or services,
(ii) fees, costs and pricing structures, (iii) business and financial results, plans, budgets, and projections, (iv) designs, content and other creative elements associated with products and services or marketing and promotional
campaigns and programs, (v) computer software, including operating systems, applications and program listings, (vi) flow charts, manuals and documentation, (vii) data bases, (viii) accounting and business methods,
(ix) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (x) customers and clients and customer or client lists, (xi) other copyrightable works,
(xii) all technology and trade secrets, and (xiii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public by a
person or entity other than the Employee prior to the date the Employee proposes to disclose or use such information. The Employee acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents,
trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Employee while employed by the Company or
its Affiliates belong to the Company. The Employee will perform all actions reasonably requested by the Company (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company’s expense (including without
limitation assignments, consents, powers of attorney and other instruments). 
 (c) The Employee shall disclose promptly in writing and
assign immediately, and hereby assigns to the Company, all of the Employee’s right, title and interest in and to, any original works of authorship, formulas, processes, programs, benchmarking, solutions, tools, content, databases, techniques,
know-how, data, developments, innovations, inventions, improvements, trademarks, patents, copyrights or discoveries, whether or not copyrightable, patentable or otherwise legally protectable, and whether or not they exist in electronic form, print
form or other tangible or intangible form of medium (hereinafter referred to collectively as “Work Product”), which the Employee makes or conceives, or first reduces to practice or learns, either solely or jointly with others, during his
or her employment period with the Company or its Affiliates, through the Employee’s work with the Company or its Affiliates, or with any other person or entity pursuant to an assignment by the Company or its Affiliates. The Employee
acknowledges the special interest the Company and its Affiliates hold in its processes, techniques and technologies and agrees that such processes, techniques and technologies shall not be directly or indirectly used or distributed by the Employee
for the interests of any person or entity besides the Company or its Affiliates. 
 (i) All disclosures and assignments made pursuant to
these Terms and Conditions are made without royalty or any additional consideration to the Employee other than the regular compensation paid to the Employee by the Company or its Affiliates. 

  
 13 








 (ii) The Employee shall execute, acknowledge and deliver to the Company or its Affiliates all
necessary documents, and shall take such other action as may be necessary to assist the Company in obtaining by statute, copyrights, patents, trademarks or other statutory or common law protections for the Work Product covered by these Terms and
Conditions, vesting title and right in such copyrights, patents, trademarks and other protections in the Company and its designees. The Employee hereby agrees that the Work Product constitutes a “work made for hire” in accordance with the
definition of that term under the U.S. copyright laws. The Employee shall further assist the Company or its Affiliates in every proper and reasonable way to enforce such copyrights, patents, trademarks and other protections as the Company may
desire. The Employee’s obligation to deliver documents and assist the Company or its Affiliates under these Terms and Conditions applies both during and subsequent to the term of his/her employment. 

(iii) Any Work Product which the Employee may disclose to anyone within six (6) months after the termination of his/her employment, or
for which the Company or its Affiliates may file an application for copyright, patent, trademark or other statutory or common law protection within twelve (12) months after the termination of said employment, shall be presumed to have been
made, conceived, first reduced to practice or learned during the term of the Employee’s employment and fully subject to the terms and conditions set forth herein; provided that if the Employee in fact, conceived any such Work Product subsequent
to the termination of the employment and such Work Product is not based upon or derived from Confidential Information of the Company or its Affiliates or does not relate to the scope of work performed by the Employee pursuant to his/her employment
duties with the Company or its Affiliates, then such Work Product shall belong to the Employee and shall be the Employee’s sole property. The Employee assumes the responsibility of establishing by competent legal evidence that such Work Product
is not based on such Confidential Information and that the Employee conceived any such Work Product after the termination of his/her employment. 

(iv) The Employee represents that the Work Product does not infringe any copyright, patent or other proprietary right of any person or entity.

 (v) Attached to and made as part of these Terms and Conditions as Exhibit B (if applicable) is a complete list of all Work Product,
whether or not copyrighted, which has been made or conceived or first reduced to practice by the Employee alone or jointly prior to the date of his employment with the Company or its Affiliates. Such Work Product shall be excluded from the operation
of these Terms and Conditions. If there is no such list on Exhibit B, the Employee represents that no such Work Product exists at the time of execution of these Terms and Conditions. 

(d) Without the Company’s prior written consent, the Employee will not, during the Noncompete Period, directly or indirectly, solicit or
offer employment to any person who has been employed by the Company or its Affiliates at any time during the twelve months immediately preceding such solicitation. 

  
 14 








 (e) Notwithstanding clauses (a), (b), (c) and (d) above, if at any time a court holds
that the restrictions stated in such clauses (a), (b), (c) and (d) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be
reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Employee’s services are unique and because the Employee has had access to Confidential Information, the parties hereto agree
that money damages will be an inadequate remedy for any breach of these Terms and Conditions. In the event of a breach or threatened breach of these Terms and Conditions, the Company or its Affiliates or their successors or assigns may, in addition
to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a
bond or other security). 
 Section 7.11 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 7.12 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 7.13 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 7.14 Pronouns 

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

  
 15 








 Section 7.15 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 7.16 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. 

  
 16 








 EXHIBIT A 

JOINDER 
 By execution of this
Joinder, the undersigned agrees to become a party to that certain Term Sheet for Employee Performance Stock Option Awards and that certain Terms and Conditions for Employee Performance Stock Option 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:	 	  



  
 17