DE
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23-3012204
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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On the Effective Date, Mr. Connerty was granted 79,523 under a stock award agreement (the "Stock Grant"). The Stock Grant will vest in four equal installments of 20% over four years from the Effective Date, and in one installment of 20% on April 1, 2009. In the event of a Change of Control (as defined in the employment agreement), Mr. Connerty shall become fully vested in the Stock Grant on the date of the Change of Control.
On the Effective Date, Mr. Connerty also entered into a nondisclosure and noncompete agreement with the Company. Under this agreement, Mr. Connerty, for two years after termination of his employment, agreed not to compete with the Company and, for at least one year, he will not participate in the health and wellness business regardless of whether the Company is engaged in such business.
The term of the employment agreement begins on the Effective Date and extends for five years. If Mr. Connerty is terminated without cause, then, in exchange for a mutual release, (1) the Company will pay a lump sum severance payment in an amount equal to (a) 12 months of the salary then in effect and (b) the value of the premium costs to the Company to continue Mr. Connerty on the Company's group life and accident, death, and disability policy for the 12 month period following Mr. Connerty's termination date, (2) the Company will provide group healthcare coverage for 12 months at Mr. Connerty's normal contribution rates, (3) Mr. Connerty's covenants against non-competition will be reduced by one half, and (4) certain unvested shares of the Stock Grant, pursuant to the Stock Award Agreement, shall become vested on the termination date.
The foregoing is only a summary of the employment agreement, stock award agreement and nondisclosure and noncompete agreement. You are urged to read each agreement in its entirety for a more complete description of its terms and conditions. A copy of each agreement is attached to this report as.
Exhibit No. Description
10.1 Employment Agreement dated as of November 30, 2007 by and between NutriSystem, Inc. and Thomas F. Connerty.
10.2 Stock Award Agreement dated as of November 30, 2007 by and between NutriSystem, Inc. and Thomas F. Connerty.
10.3 Nondisclosure and Noncompete agreement dated as of November 30, 2007 by and between NutriSystem, Inc. and Thomas F. Connerty.
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NUTRI SYSTEM INC DE
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Date: December 13, 2007
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By:
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/s/ David D. Clark
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David D. Clark
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Chief Financial Officer
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Exhibit No.
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Description
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EX-10.1
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Employment Agreement dated as of November 30, 2007 by and between NutriSystem, Inc. and Thomas F. Connerty.
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EX-10.2
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Stock Award Agreement dated as of November 30, 2007 by and between NutriSystem, Inc. and Thomas F. Connerty.
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EX-10.3
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Nondisclosure and Noncompete agreement dated as of November 30, 2007 by and between NutriSystem, Inc. and Thomas F. Connerty.
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