Attached files
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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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
* Elimination of Guaranteed Bonus. The Employment Agreement provided for an annual bonus of no less than 100% of Mr. Redling's salary through September 30, 2011. The Amendment eliminates the guaranteed bonus retroactive to January 1, 2011. As a result, Mr. Redling's annual bonus for the fiscal year ending December 31, 2011 is solely dependent upon the achievement of performance goals established by the Compensation Committee of the Board of Directors.
* Reduction of Required Maximum Bonus. The Employment Agreement provided that Mr. Redling would be eligible to receive an annual bonus of up to 150% of salary. The Amendment reduces this amount to 100% of salary, which is the maximum amount achievable under his 2011 performance bonus.
* Elimination of Housing Allowance. The Employment Agreement provided for a housing allowance through September 30, 2011. The Amendment eliminates the housing allowance effective as of the date of the Amendment.
On July 20, 2011, the Compensation Committee of the Board of Directors approved grants of options to purchase common stock (the "Options") and shares of restricted common stock (the "Restricted Shares") to Mr. Redling and to David D. Clark, Chief Financial Officer. Mr. Redling received 250,000 Options and 26,100 Restricted Shares. Mr. Clark received 25,000 Options and 7,800 Restricted Shares. The Options have an exercise price of $14.37 per share, which is equal to the closing stock price on the date of grant, and an expiration date of July 20, 2018. Both the Options and the Restricted Shares granted to Messrs. Redling and Clark will vest in 25% tranches on each of the first four anniversaries of the date of grant, provided that the executive is employed by the Company on each vesting date. In the event of a change of control, the executive shall become 100% vested in the Options and Restricted Shares.
Exhibit No. Description
10.1 Fourth Amendment, dated as of July 20, 2011 to the Employment Agreement, dated August 6, 2007, as amended, between Nutrisystem, Inc. and Joseph M. Redling.
NUTRI SYSTEM INC DE
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Date: July 26, 2011
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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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Fourth Amendment, dated as of July 20, 2011 to the Employment Agreement, dated August 6, 2007, as amended, between Nutrisystem, Inc. and Joseph M. Redling.
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