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Exhibit 10.1
October 22, 2015
Jeanine Lemmens
[Redacted]
[Redacted]
Dear Jeanine,
Reference is made in this letter agreement to the (i) Statement of Principal Terms and Conditions of Employment, dated June 5, 2013, by and between Weight Watchers (UK) Limited (WWUK) and you (the Terms and Conditions); (ii) Offer Letter, dated as of July 4, 2013, by and between WWUK and you (the Offer Letter and together with the Terms and Conditions, the Employment Agreements); and (iii) Amended and Restated Continuity Agreement, dated as of October 22, 2015, by and between Weight Watchers International, Inc. (WWI and together with WWUK, the Company) and you (the Continuity Agreement).
As we recently discussed, in connection with your entering into the Continuity Agreement, and notwithstanding any terms and conditions of the Continuity Agreement or any Other Arrangement (as defined below), you hereby agree that any consideration payable to you, or obligation to provide benefits to you, pursuant to the Continuity Agreement shall be offset in full by any amounts payable or benefits provided to you pursuant to the Employment Agreements (except with respect to any reimbursement of repatriation expenses pursuant to the Offer Letter) or any other agreement between you and the Company or any of its affiliates, any plan, program or arrangement of the Company or any of its affiliates, or as provided for by statute, regulation or local law in any applicable jurisdiction (collectively, the Other Arrangements). In the event any such payment or benefit is first paid or provided to you pursuant to (i) an Other Arrangement, such payment or benefit shall offset in full any payment or benefit to be provided under the Continuity Agreement, and (ii) the Continuity Agreement, such obligations under the Other Arrangements will be deemed to have been satisfied in full by the corresponding amount paid or benefit provided under the Continuity Agreement.
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Kind regards, | ||||
/s/ James Chambers | ||||
James Chambers | ||||
Chief Executive Officer |
AGREED AND ACCEPTED: | ||||
/s/ Jeanine Lemmens | October 22, 2015 | |||
Jeanine Lemmens | Date |