EXHIBIT 10.11
WW INTERNATIONAL, INC.
TERM SHEET FOR
PSU AWARDS (EMPLOYEE)
FOR GOOD AND VALUABLE CONSIDERATION, WW International, Inc., a Virginia corporation (the “Company”), hereby grants to the Participant identified below (the “Participant”) the aggregate number of Restricted Stock Units subject to the performance-vesting conditions specified below (“Performance Stock Units” or “PSUs”), representing a contractual right to receive a Share (the “Award”) pursuant to the Company’s 2025 Stock Incentive Plan, as in effect from time to time (the “Plan”) and the terms, conditions, and restrictions set forth in this Term Sheet, the Plan, and the Terms and Conditions for Participant Performance Stock Unit Awards promulgated under such Plan and as attached hereto (the “Terms and Conditions”). This Term Sheet and the Terms and Conditions, together, constitute an “Award agreement” pursuant to the Plan. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Terms and Conditions or the Plan, as applicable.
Key Terms and Conditions |
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Name of Participant: |
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Grant Date: |
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Target Number of Performance Stock Units: |
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Performance Conditions |
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The “Performance Period” shall be the period commencing [ ], and continuing through the first to occur of [ ], or the occurrence of a Change in Control.
The PSUs will become eligible to vest (“Eligible Units”) subject to achievement of the Share Price goals set forth below. Subject to the Participant’s continuous Employment with the Company through the last day of the Performance Period (except as otherwise set forth in the Terms and Conditions), the number of PSUs that have become Eligible Units determined based on achievement of the Share Price goals set forth below will become vested as of the last day of the Performance Period, and will be settled in the form of one Share per vested PSU as soon as commercially practicable after the date that such Eligible Units become vested (and in no event later than seventy-four (74) days following such vesting date).
• With respect to [ ]% of the Target Number of Performance Stock Units (the “Interim Tranche”), as of [ ], and as of each [ ] anniversary thereafter, through the final day of the Performance Period (for the avoidance of doubt, if the Performance Period concludes upon a Change in Control, such final day of the Performance Period for purposes of this determination shall be the date of such Change in Control) (each such period, an “Interim Period”), the Committee will determine and certify the highest [ ] trading-day volume-weighted average stock price of a Share (the “[ ]-Day VWAP”) during the applicable Interim Period, as reported as of the close of trading on any trading day within the applicable Interim Period; provided that such measurement periods will overlap (i.e., a new [ ] trading-day measurement period begins on every trading day during the applicable Interim Period). Such determination will be made as soon as commercially practicable following the conclusion of the applicable Interim Period. A percentage of the Interim Tranche corresponding to the Eligible Percentage set forth below will become an Eligible Unit as of the final day of such Interim Period based on achievement of the Share Price goals set forth below; provided that (a) an applicable Share Price goal may only be achieved once during the Performance Period and (b) once an applicable Share Price is achieved, the PSUs that became Eligible Units in connection with such achievement will remain Eligible Units throughout the Performance Period and the remaining Interim Period assessments will be done for any such remainder of the Interim Tranche at such time and the Eligible Percentage shall be applied to such remainder amount, if applicable. • With respect to [ ]% of the Target Number of Performance Stock Units (the “Final Tranche”), as of the final day of the Performance Period, the Committee will determine and certify the [ ]-Day VWAP, as reported as of the close of trading on the final day of the Performance Period (or, if such final day of the Performance Period is not a trading day, the close of the immediately preceding trading day). Such determination will be made as soon as commercially practicable following the conclusion of the Performance Period. A percentage of the Final Tranche corresponding to the Eligible Percentage set forth below will become an Eligible Unit as of the final day of the Performance Period based on achievement of the Share Price goals set forth below. |
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