NUTRISYSTEM, INC. 2000 EQUITY INCENTIVE PLAN FOR EMPLOYEES STOCK AWARD AGREEMENT

NUTRISYSTEM, INC.

2000 EQUITY INCENTIVE PLAN FOR EMPLOYEES

STOCK AWARD AGREEMENT

(Thomas F. Connerty)

This STOCK AWARD AGREEMENT, dated as of November 30, 2007 (the " Date of Grant "), is delivered by NutriSystem, Inc. (the " Company ") to Thomas F. Connerty (the " Grantee ").

RECITALS

A. The Company and Grantee entered into an Employment Agreement, dated November 30, 2007 (the " Employment Agreement "), which sets forth the terms and conditions of the Grantee's employment with the Company. Among the Company's obligations under the Employment Agreement is to issue the Grantee a restricted stock grant for shares of the common stock of the Company that will be equivalent to the number of shares of common stock of the Company that is equal to $2.0 million divided by the closing price per share of the common stock of the Company on the effective date of the Employment Agreement (the " Stock Grant ").

B. The NutriSystem, Inc. 2000 Equity Incentive Plan for Employees (the " Plan ") provides for the grant of stock awards in accordance with the terms and conditions of the Plan.

C. To satisfy the Company's obligations with respect to the Stock Grant, the Compensation Committee of the Board of Directors of the Company (the " Committee ") has decided to issue the Stock Grant under the Plan. The Grantee may receive a copy of the Plan by contacting the Corporate Controller.

D. The Grantee has accepted this stock award as satisfaction of the Company's obligations with respect to the Stock Grant.

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Stock Award Grant . Subject to the terms and conditions set forth in this Agreement and the Plan, the Committee hereby grants the Grantee 79,523 shares of common stock of the Company, subject to the restrictions set forth below and in the Plan (" Restricted Stock ") and acknowledges payment by the Grantee of $79.52 ($0.001 per share) for the Restricted Stock. Shares of Restricted Stock may not be transferred by the Grantee or subjected to any security interest until the shares have become vested pursuant to this Agreement and the Plan.
2. Vesting and Nonassignability of Restricted Stock .
3. 1. Except as provided in Paragraphs 2(b), 2(c) and 2(c), the shares of Restricted Stock shall become vested, and the restrictions described in Paragraphs 2(d) and 2(e) shall lapse, according to the following vesting schedule, if the Grantee continues to be employed by, or provide service to, the Company or any subsidiary of the Company (the " Employer ") from the Date of Grant until the applicable vesting date:

   2. (i) 80% of the shares subject to the Restricted Stock shall become vested as follows: 20% on each of the first, second, third and fourth anniversaries of the Date of Grant (the " Annual Vesting Shares ").

      (ii) the remaining 20% of the shares subject to the Restricted Stock shall become vested on April 1, 2009 (the " April 2009 Vesting Shares ").

      The vesting of the shares subject to the Restricted Stock shall be cumulative, but shall not exceed 100% of the shares subject to the Restricted Stock. If the foregoing schedule would produce fractional shares, the number of shares that vest shall be rounded down to the nearest whole share. The Restricted Stock shall become fully vested on the fourth anniversary of the Date of Grant if the Grantee is employed by, or providing service to, the Employer on such date.

   3. If the Grantee ceases to be employed by, or providing service to, the Employer on account of a termination by the Employer for any reason other than (i) "cause" (as defined in the Employment Agreement), (ii) the Grantee becoming "totally disabled" (as defined in the Employment Agreement), or (iii) death of the Grantee, then the Annual Vesting Shares that would have vested within the 12 month period following such termination of employment if the vesting schedule under Paragraph 2(a)(i) were based on a monthly vesting schedule, as opposed to the annual vesting schedule, over the four year period from the Date of Grant shall become vested on the date of such termination of employment.
   4. If the Grantee ceases to be employed by, or providing service to, the Employer on account of (i) a termination because the Grantee becomes "totally disabled" (as defined in the Employment Agreement), or (ii) death of the Grantee, then the Annual Vesting Shares that would have vested within the six (6) month period following such termination of employment if the vesting schedule under Paragraph 2(a)(i) were based on a monthly vesting schedule, as opposed to the annual vesting schedule, over the four year period from the Date of Grant shall become vested on the date of such termination of employment.
   5. If a "Change of Control" (as defined in the Employment Agreement) occurs while the Grantee is employed by, or providing service to, the Employer, the Annual Vesting Shares and the April 2009 Vesting Shares shall become fully vested on the date of the Change of Control.
   6. Except as otherwise provided in this Paragraph 2, if the Grantee's employment or service with the Employer terminates for any reason before the Restricted Stock is fully vested, the shares of Restricted Stock that are not then vested shall be forfeited and must be immediately returned to the Company, and the Company shall pay to the Grantee, as consideration for the return of the non-vested shares, t