Pursuant to an employment agreement between Mr. Amburgey and the Company, dated October 3, 2011, Mr. Amburgey will receive a base salary of $300,000 per annum. Under the agreement, Mr. Amburgey is eligible to receive an annual bonus of 75% of his base salary. In addition, Mr. Amburgey will receive a signing bonus in the amount of $60,000, which will be paid in two equal installments of $30,000 payable on the Company's first regular pay dates immediately following January 1, 2012 and January 1, 2013, respectively. Pursuant to the terms of his employment agreement, on his first day of employment, October 17, 2011, Mr. Amburgey received a restricted stock grant of 78,125 shares, having a value of $1,000,000 (based upon the closing share price of the Company's common stock on October 14, 2011 of $12.80). Mr. Amburgey's restricted stock grant will vest over four years from the grant date provided that Mr. Amburgey is employed by the Company on each vesting date. In the event of a termination of the employment agreement by the Company without cause within twelve months following a "change of control" (as defined in the agreement), Mr. Amburgey shall become 100% vested in his restricted stock grant.

        Under Mr. Amburgey's employment agreement, he is entitled to participate in an annual bonus program as established by the Company's board of directors or its compensation committee, as well as any bonus program established for officers of the Company generally. The initial two-year term of Mr. Amburgey's employment agreement commenced on October 17, 2011, and thereafter, the agreement provides for automatic one-year renewal terms unless either party gives notice of non-renewal at least three months prior to the end of the then current term. A one-year automatic renewal also occurs in the event of a change of control. If Mr. Amburgey's employment with the Company terminates without cause (as defined in the agreement), then upon one month's notice and in exchange for a mutual general release, (i) the Company will pay a lump-sum severance payment in an amount equal to the sum of (a) twelve months of salary then in effect, (b) a pro rated amount of the annual bonus (calculated at 75% of salary) from the first day of the fiscal year in which the termination occurred through the date of the termination and (c) the value of the premium cost to the Company to continue Mr. Amburgey on the Company's group life and AD&D policy for the twelve-month period following his termination date; (ii) the Company will provide group healthcare and dental coverage for twelve months at Mr. Amburgey's normal contribution rates; (iii) Mr. Amburgey's covenants against noncompetition shall be reduced to a twelve-month period from the termination date; and (iv) the vesting of Mr. Amburgey's restricted stock grant will become accelerated by a period of twelve months on the date of such termination.

        Additional information regarding Mr. Amburgey is included in the Company's press release dated October 19, 2011, which is furnished as Exhibit 99.1 to this current report on Form 8-K.

Exhibit No.                Description

10.1        Employment Agreement, dated as of October 3, 2011, by and between Nutrisystem, Inc. and Michael R. Amburgey.

99.1        Press release, dated October 19, 2011, regarding the appointment of Michael Amburgey, furnished herewith.