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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Information to be included in the report
Pursuant to an employment agreement between Mr. Redling and the Company, Mr. Redling's employment will begin on September 4, 2007 (the "Effective Date"). Under the agreement, Mr. Redling's initial salary is $600,000 per annum and he is eligible to receive a bonus of not less than 100% of his base salary. In addition, Mr. Redling will be paid a guaranteed bonus of $500,000 within 10 business days after the Effective Date and $500,000 on October 31, 2007. On the Effective Date, Mr. Redling will receive a restricted stock grant (the "Initial Stock Grant") which shall be the greater of (x) 80,000 shares, or (y) the number of shares equal to $5 million divided by the closing price per share of the Company's common stock on the Effective Date. The Initial Stock Grant shall vest over four years from the Effective Date provided that Mr. Redling is employed by the Company on each vesting date. Mr. Redling will also receive a grant of 50,000 shares of restricted stock (the "Performance Stock Grant") on the Effective Date. The Performance Stock Grant shall vest based upon the achievement of performance goals to be established by the Company's Compensation Committee. In the event of a Change of Control (as defined in the agreement), Mr. Redling shall become 100% vested in the Initial Stock Grant and the Performance Stock Grant.
The initial term of the agreement begins on the Effective Date and ends on December 31, 2009. Thereafter, the agreement renews automatically for one-year renewal terms unless either party gives notice of non-renewal at least three months prior to the then current term. A one-year automatic renewal also occurs in the event of a Change of Control. In the event that Mr. Redling is employed by the Company on the first anniversary of a Change of Control, the Company shall pay Mr. Redling a lump sum retention cash payment in an amount equal to 30 months of his monthly salary. If Mr. Redling is terminated without cause, as a result of the Company's non-renewal of the agreement at the end of the initial term or any renewal term or as a result of Mr. Redling terminating his employment for Good Reason (as defined in the agreement), then, in exchange for a mutual general release, (a) the Company will pay a lump sum severance payment in an amount equal to the sum of (i) 12 months of the salary then in effect, (ii) 12 months of annual bonus plus a pro rated annual bonus, (iii) the value of the premium cost to the Company to continue Mr. Redling on the Company's group life and AD&D policy for the 12 month period following his termination date and (iv) $500,000 if his termination date is prior to October 31, 2007; (2) the Company will provide group healthcare coverage for 12 months at Mr. Redling's normal contribution rates; (3) all unvested shares of the Initial Stock Grant shall become vested; and (4) the entire Performance Stock Grant shall become vested, except to the extent that vesting opportunities pursuant to the Performance Stock Grant have passed and Mr. Redling's opportunity to earn the associated shares irrevocable has been lost.
Beginning on the Effective Date, the Company, at its cost, shall provide Mr. Redling month to month temporary housing for 12 months. If Mr. Redling relocates to the Horsham, Pennsylvania area at any time during the 2008 calendar year, and while employed by the Company, he shall receive a relocation package in the amount of $60,000.
Additional information regarding Mr. Redling is included in the Company's press release dated August 7, 2007, which is furnished as Exhibit 99.1 to this current report on Form 8-K.
(e) The information above regarding Mr. Redling's employment agreement and stock grants is incorporated herein by reference.
Exhibit No. Description
99.1 Press Release issued by the Company, dated August 7, 2007 furnished herewith
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NUTRI SYSTEM INC DE
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Date: August 10, 2007
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By:
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/s/ James D Brown
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James D Brown
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Executive Vice President and CFO
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Exhibit No.
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Description
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EX-99.1
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Press Release issued by the Company, dated August 7, 2007 furnished herewith.
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