Exhibit
10.1


FORM OF

DIRECTORS RESTRICTED STOCK AGREEMENT


THIS DIRECTORS
RESTRICTED STOCK AGREEMENT (this “Agreement”), is dated as of                                   ,          
between WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Company”),
and (the “Participant”). Any capitalized terms not otherwise defined herein
shall have the meanings set forth in the Plan (as defined below).


WHEREAS, the
Company maintains the Weight Watchers International, Inc. 2004 Stock Incentive
Plan (the “Plan”), which Plan as it may be amended from time to time is
incorporated herein by reference and made a part of this Agreement;


WHEREAS, the Board
of Directors has determined that it would be in the best interests of the
Company and its stockholders to compensate the Participant for his or her
service as a director of the Company by granting, from time to time, shares of
restricted common stock of the Company, no par value (the “Restricted Shares”),
to the Participant pursuant to the Plan and the terms set forth herein; and


WHEREAS, the
Company and the Participant agree that all Restricted Shares shall be subject
to the terms of this Agreement.


NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


1.             Certificates.   Certificates
evidencing the Restricted Shares shall be issued by the Company and shall be
registered in the Participant’s name on the stock transfer books of the Company
promptly after the date hereof, but shall remain in the physical custody of the
Company or its designee until such time as the Participant no longer serves as
a director of the Company. The Participant hereby acknowledges and agrees that
the Company shall retain custody of such certificate or certificates until the
restrictions imposed by Section 4 hereof on the Common Stock granted hereunder
lapse, at which time the Company shall deliver such certificates to the
Participant or the Participant’s legal representative. As a condition to the
receipt of the Restricted Shares, the Participant shall deliver to the Company
a stock power or powers, duly endorsed in blank, relating to the Restricted
Shares. No certificates shall be issued for fractional Shares.


2.             Rights as a Stockholder.   The
Participant shall be the record owner of the Restricted Shares and as record
owner shall be entitled to all rights of a common stockholder of the Company,
including, without limitation, voting rights with respect to the Restricted
Shares; provided that the Restricted Shares shall be subject to the
limitations on transfer and encumbrance set forth in Section 4.


3.             Legend on Certificates.   The
certificates representing the Restricted Shares shall bear a legend stating
that the Restricted Shares are subject to the provisions of this Agreement and
shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which such shares are listed, and any applicable Federal or state
laws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.


4.             Transferability.   The
Restricted Shares may not, at any time prior to the time the Participant no
longer serves as a director of the Company, be transferred, sold, assigned,
pledged, hypothecated or otherwise disposed of unless such transfer, sale,
assignment, pledge, hypothecation or other disposition is approved of by the
Board of Directors.









 



5.             Withholding.   It shall
be a condition of the obligation of the Company upon delivery of Restricted
Shares to the Participant that the Participant 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 Restricted Shares. The Company shall be
authorized to take such action as may be necessary in the opinion of the
Company’s counsel (including, without limitation, withholding Restricted Shares
otherwise deliverable to Participant hereunder and/or withholding amounts from
any compensation or other amount owing from the Company to the Participant) to
satisfy all obligations for the payment of any such taxes. The Participant is
hereby advised to seek his own tax counsel regarding the taxation of the grant
of Restricted Shares made hereunder.


6.             Notices.   Any notice to
be given under the terms of this Agreement to the Company shall be addressed to
the Company in care of its General Counsel, and any notice to be given to the
Participant shall be addressed to him at the address given beneath his
signature hereto. By a notice given pursuant to this Section 6, 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 Participant shall, if the
Participant is then deceased, be given to the Participant’s personal representative
if such representative has previously informed the Company of his status and
address by written notice under this Section 6. 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.


7.             Governing Law.   This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Virginia (or if the Company reincorporates in another state, the
laws of that state).


8.             Restricted Shares Subject to the
Plan.   The Restricted Shares shall be subject to all terms and
provisions of the Plan, to the extent applicable to the Restricted Shares. In
the event of any conflict between this Agreement and the Plan, the terms of the
Plan shall control.


9.             Signature in Counterparts.   This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.



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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.


	
  

  	
  WEIGHT WATCHERS
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 



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