0001181431-12-057374 Sample Contracts

NUTRISYSTEM, INC. AMENDED AND RESTATED NUTRISYSTEM, INC.
Stock Award Agreement • November 7th, 2012 • Nutri System Inc /De/ • Retail-catalog & mail-order houses

This STOCK AWARD AGREEMENT, dated as of November __, 2012 (the "Date of Grant"), is delivered by NutriSystem, Inc. (the "Company") to Dawn Zier (the "Grantee").

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NutriSystem, Inc.
Nutri System Inc /De/ • November 7th, 2012 • Retail-catalog & mail-order houses

Reference is hereby made to the letter agreement between us dated April 4, 2012 and amended on September 27, 2012 (the "Amended Letter Agreement"). As you know, the Amended Letter Agreement contemplated the cessation of your service to the Company on the "Cessation Date," which term was defined as November 2, 2012 or such earlier date requested by the Company on 15 days prior written notice. To enable the Company to complete the hiring process for its new Chief Executive Officer, you have agreed to extend the Cessation Date to November 9, 2012.

NUTRISYSTEM, INC.
Nonqualified Stock Option Grant • November 7th, 2012 • Nutri System Inc /De/ • Retail-catalog & mail-order houses

This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the "Agreement"), dated as of November __, 2012 (the "Date of Grant"), is delivered by NutriSystem, Inc. (the "Company") to Dawn Zier (the "Grantee").

Nutrisystem, Inc. November 1, 2012 Ms. Dawn Zier [Address redacted] Dear Dawn:
Nutri System Inc /De/ • November 7th, 2012 • Retail-catalog & mail-order houses

We are pleased to extend to you an offer to join NutriSystem, Inc. (the "Company") on the terms set forth in this letter agreement (this "Agreement").

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