EXHIBIT 10.12
WW INTERNATIONAL, INC.
TERM SHEET FOR
CASH AWARD (EMPLOYEE)
FOR GOOD AND VALUABLE CONSIDERATION, WW International, Inc., a Virginia corporation (the “Company”), hereby grants to the Participant identified below (the “Participant”) a Cash Award as specified below (“Cash Award”), representing a contractual right to receive an amount in cash subject to achievement of applicable conditions as set forth below (the “Award”). The Award is intended to constitute a Cash 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 Cash Award (Employee) 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 Cash Award: |
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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 Target Cash Award will be divided into [ ] substantially equal tranches: the “Interim Tranche” and the “Final Tranche” (each, a “Tranche” and together the “Tranches”).
The portion of the Interim Tranche that becomes eligible to become vested hereunder (if any) will be determined and certified by the Committee as soon as commercially practicable following [ ], 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 determination period, an ”Interim Period”), and will be the sum of, (x) with respect to each Interim Period, the product of (a) the target value of the Interim Tranche and (b) the quotient of (i) the product of the Share Price multiplied by the Share Price less [ ], over (ii) [ ], less (y) any portion of the Interim Tranche that has become eligible to become vested by applying such formula with respect to a prior Interim Period. Once a portion of the Interim Tranche becomes eligible to become vested, such portion of the Interim Tranche will remain eligible to become vested throughout the Performance Period.
The portion of the Final Tranche that becomes eligible to become vested hereunder will be determined and certified by the Committee as soon as commercially practicable following the conclusion of the Performance Period, as the product of (a) the target value of the Final Tranche and (b) the quotient of (i) the product of the Share Price multiplied by the Share Price less [ ], over (ii) [ ].
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), upon the last day of the Performance Period, any portion of the Tranches that has become eligible to be vested hereunder as of such last day of the Performance Period will, immediately and without further action by the Participant or the Company, become fully vested and will be paid to the Participant in cash as set forth in the Terms and Conditions.
Any portion of the Tranches that has not become eligible to be vested hereunder as of the last day of the Performance Period will, immediately and without further action by the Participant or the Company be forfeited for no consideration. |
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