Exhibit 10.32
TERMINATION AGREEMENT
This TERMINATION AGREEMENT is dated as of November 5, 2001 among Weight
Watchers International, Inc., a Virginia corporation (the "Company") and Artal
Luxembourg S.A., a Luxembourg corporation ("Artal").
W I T N E S S E T H:
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WHEREAS, the Company, Artal and X.X. Xxxxx Company ("Heinz") entered
into a Stockholders' Agreement, dated as of September 29, 1999 (the
"Stockholders' Agreement");
WHEREAS, Heinz has sold back to the Company all of the shares of the
Company's common stock, no par value, held by it;
WHEREAS, as a result of such sale, the Stockholders' Agreement
terminated with respect to Heinz pursuant to Section 5.1 thereof; and
WHEREAS, subject to the terms and conditions of this Agreement, each of
the Company and Artal desires to terminate the Stockholders' Agreement
immediately upon effectiveness of this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. TERMINATION. Each of the Company and Artal hereby terminate the
Stockholders' Agreement and neither the Company nor Artal shall have any further
rights or obligations under the Stockholders' Agreement;
2. CONDITION TO EFFECTIVENESS. This Agreement shall become effective as
of the date first above written upon the receipt by each party hereto of
counterparts of this Agreement, duly executed and delivered by the Company and
Artal.
3. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.
4. COUNTERPARTS. This Agreement may be executed by the parties hereto
in any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.
WEIGHT WATCHERS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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ARTAL LUXEMBOURG S.A.
By: /s/ Xxx Xxxxxx
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