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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As previously reported, on March 30, 2010, the Compensation Committee of the Company's Board of Directors (the "Committee") approved a three year performance award program (the "Performance Award Program") providing for grants of performance-based restricted share units ("Performance RSUs") under the Company's 2008 Long Term Incentive Plan (the "Plan"), with vesting based on: (1) annual performance goals for 2010, 2011 and 2012, which are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue code of 1986, as amended, and (2) continued employment through March 1, 2013; subject to the terms and conditions set forth in the grant agreement for such Performance RSUs and the Plan. At that time the Committee approved the aggregate target amount of Performance RSUs for the persons listed below, and granted a one-third tranche as the target amount (the "Target Amount") for the achievement of 2010 performance goals.
Under the Performance Award Program, on September 22, 2010, the Committee granted the second tranche of Performance RSUs as the Target Amount for the achievement of 2011 performance goals (to be established by the Committee by March 31, 2011), and the third tranche of Performance RSUs as the Target Amount for the achievement of 2012 performance goals (to be established by the Committee by March 31, 2012), as set forth in table below. At final vesting, a holder of Performance PSUs is eligible to receive common stock equal to 200% of the Target Amount based upon achievement at the maximum performance level, 100% of the Target Amount based upon achievement at the target performance level, and 50% of the Target Amount based upon achievement at the threshold performance level, with nothing below threshold, and interpolation between threshold and target, and between target and maximum. Performance RSUs earned upon the achievement of 2011 and 2012 performance goals will vest upon the continued employment of the participant through March 1, 2013, subject to the terms and conditions set forth in the grant agreement for such Performance RSUs and the Plan.
Joseph M. Redling 33,333 33,334
Chairman, President and Chief Executive Officer
David D. Clark 3,333 3,334
Executive Vice President, Chief Financial Officer and Treasurer
Chris Terrill 3,333 3,334
Executive Vice President, E-Commerce and Chief Marketing Officer
Scott A. Falconer 3,333 3,334
Executive Vice President, Operations
NUTRI SYSTEM INC DE
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Date: September 24, 2010
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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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