Exhibit 10.4


 


Amendment to the

Corporate Agreement


 


THIS AMENDMENT (this “Amendment”)
to the Corporate Agreement (the “Agreement”), dated as of November 5,
2001, by and between Weight Watchers International, Inc., a Virginia
corporation (the “Company”), and Artal Luxembourg S.A., a Luxembourg
Societe Anonyme (“Artal”), is made as of July 1, 2005 by the
Company and Artal.


 


WHEREAS, the Company and
Artal desire to amend Article I and IV of the Agreement as provided in the
Principal Stockholders Agreement, dated as of June 13, 2005, by and among
the Company, WeightWatchers.com, Inc., a Delaware corporation (“WW.com”),
and Artal; and


 


WHEREAS, terms defined in
the Agreement shall, unless otherwise defined herein, have the same meaning in
this Amendment and the principles of construction set out in the Agreement
shall have effect as if set out in this Amendment.


 


NOW, THEREFORE, the
Agreement is hereby amended as follows:


 


1.                                       Amendment
to Section 1.1.  Section 1.1
(Definitions) is hereby amended by adding the following defined terms:


 


“Electronic Medium”
shall mean the Internet and any other related or similar forms of electronic or
digital transmission, delivery, reception, recordation or display arising from
any network or other connection of instruments or devices now known or
hereafter invented capable of transmission, delivery, reception, recordation
and/or display (such instruments or devices to include, without limitation,
computers, laptops, cellular or PCS telephones, pagers, PDAs, wireless
transmitters or receivers, modems, radios, televisions, satellite receivers,
cable networks, smart cards, set-top boxes, broadband and digital wireless
devices).


 


“Internet Diet
Business” shall mean the use of the Electronic Medium to conduct a business
primarily related to diet, weight loss and/or weight control programs,
products, services, information, or measurement, including, without limitation,
the marketing, advertisement, promotion, sale or distribution of products and
services pertaining to weight management, the development and publication via
the Electronic Medium of any content or forums pertaining to weight management,
and the sale and delivery via the Electronic Medium of subscription electronic
products pertaining to weight management, but not including, in each and every
case mentioned above, other “life style” and/or “exercise” businesses.


 


“WW.com” shall
mean WeightWatchers.com, Inc., a Delaware corporation.


 





















 


2.                                       Amendment
to Article IV.  Article IV
(Corporate Opportunities and Conflicts of Interest) is hereby amended so that
from and after the date hereof, references to the “Company” shall include
WW.com.


 


3.                                       Amendment
to Section 4.3.  Section 4.3
(Corporate Opportunities) is hereby amended in its entirety to read as follows:


 


In the event that a
director or officer of the Company who is also a director, officer or advisor
of Artal or any Authorized Transferee acquires knowledge of a potential
transaction or matter that may be a corporate opportunity for both the Company
and Artal or such Authorized Transferee, such director or officer of the
Company shall have fully satisfied and fulfilled the fiduciary duty of such
director or officer to the Company and its shareholders with respect to such
corporate opportunity, if such director or officer acts in a manner consistent
with the following policy:


 


(i) If any officer
or director of the Company who also serves as an officer, director or advisor
of Artal or any Authorized Transferee becomes aware of a potential transaction
related primarily to the group education-based weight-loss business or the
Internet Diet Business that may represent a corporate opportunity for both the
Company and Artal or such Authorized Transferee, such officer or director has
no duty to present that opportunity to Artal or such Authorized Transferee; and
the Company will have the sole right to pursue the transaction if the Board of
Directors so determines.


 


(ii) If any officer
or director of the Company who also serves as an officer, director or advisor
of Artal or any Authorized Transferee becomes aware of any other potential
transaction that may represent a corporate opportunity for both the Company and
Artal or such Authorized Transferee, such officer or director will have a duty
to present that opportunity to Artal or such Authorized Transferee; and Artal
or such Authorized Transferee will have the sole right to pursue the
transaction if Artal or such Authorized Transferee so determines.


 


(iii) If any officer
or director of the Company who does not serve as an officer, director or advisor
of Artal or any Authorized Transferee becomes aware of a potential transaction
that may represent a corporate opportunity for both the Company and Artal or
any Authorized Transferee, neither the Company nor such officer or director has
a duty to present that opportunity to Artal or any Authorized Transferee; and
the Company may pursue the transaction if the Board of Directors so determines.


 


(iv) If any officer,
director or advisor of Artal or any Authorized Transferee who does not serve as
an officer or director of the Company becomes aware of a potential transaction
that may represent a corporate opportunity for both Artal or such Authorized
Transferee and the Company, neither Artal, such Authorized Transferee nor any
such officer, director or advisor has a duty to present that opportunity to the
Company; and Artal or such Authorized Transferee may pursue the transaction if
Artal or such Authorized Transferee so determines.


 





















 


4.                                       Ratification
of the Agreement.  Except as
otherwise expressly provided herein, all of the terms and conditions of the
Agreement are ratified and shall remain unchanged and continue in full force
and effect.


 


5.                                       Entire
Agreement.  The Agreement, as amended
by this Amendment (the “Amended Agreement”), constitutes the entire
understanding of the parties hereto with respect to the subject matter
thereof.  References in the Amended
Agreement to “Agreement” shall also be read and construed as a reference to the
Amended Agreement.


 


6.                                       Governing
Law.  This Amendment shall be
governed by, and construed and interpreted in accordance with, the law of the
State of New York.


 


7.                                       Jurisdiction.  The parties to this Amendment agree that
jurisdiction and venue in any action brought by any party hereto pursuant to
this Amendment 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 this Amendment,
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.


 


8.                                       Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, this
Amendment has been executed as of the date first written above.


 


 


	
   

  	
  WEIGHT WATCHERS
  INTERNATIONAL,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Huett

  	
   

  
	
   

  	
   

  	
  Name: Linda
  Huett

  
	
   

  	
   

  	
  Title:   President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARTAL LUXEMBOURG
  S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francoise de
  Wael

  	
   

  
	
   

  	
   

  	
  Name: Francoise
  de Wael

  
	
   

  	
   

  	
  Title:   Managing Director

  



 


[Signature page to Corporate Agreement Amendment]