Exhibit 10.17
SECOND AMENDMENT
TO THE
EMPLOYMENT
AGREEMENT
(Joseph M. Redling)
THIS SECOND AMENDMENT, dated as of
December 29, 2008 (the “Second Amendment
”), is between NutriSystem, Inc., a Delaware corporation
(the “ Company ”), and Joseph M. Redling
(the “ Executive ”).
RECITALS
WHEREAS, the Company and the
Executive previously entered into an Employment Agreement, dated
August 6, 2007, (the “ Employment Agreement
”), and an Amendment, dated as of April 7, 2008, to the
Employment Agreement (the “ First Amendment ”)
that set forth the terms and conditions of the Executive’s
employment with the Company;
WHEREAS, the Company and the
Executive desire to amend the Employment Agreement and the First
Amendment to comply with the requirements of section 409A of the
Internal Revenue Code of 1986, as amended, and the final
regulations issued thereunder; and
WHEREAS, Section 14 of the
Employment Agreement provides that the Employment Agreement may be
amended pursuant to a written amendment executed between the
Executive and the Company.
NOW, THEREFORE, the Company and the
Executive, each intending to be legally bound hereby, agree that,
effective December 29, 2008, the Employment Agreement and
First Amendment shall be amended as follows:
A. Termination without Cause or
Non-Renewal by the Company . Subsections (1) through
(5) of Section 12 of the Employment Agreement, and Part G
of the First Amendment amending subsection (1) of the
Employment Agreement, are hereby amended in their entirety to read
as follows:
“(1) within 30 days following
the Executive’s termination date, the Company will pay to the
Executive a lump sum cash severance payment (the “
Severance Payment ”) in the amount equal to the sum
of:
(i) the greater of 12 months or the
remainder (up to only a maximum of 24 months) of the Employment
Term, of the sum of (x) the Salary then in effect, plus
(y) the Annual Bonus (calculated as equal to 100% of Salary)
then in effect;
(ii) a pro rated amount of the
Annual Bonus (calculated at 100% of Salary) from the first day of
the calendar year in which the termination occurred through the
date of termination; and
(iii) the value of the premium cost
to the Company to continue the Executive on the Company’s
group life and AD&D policy for the 12 month period following
the Executive’s termination date; and
(2) the Executive’s group
heathcare coverage will be continued for 12 months, at the
Executive’s normal contribution rates; and
(3) all unvested shares of the
Initial Stock Grant shall become vested; and
(4) the entire Performance Stock
Grant
