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 certif
