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INDEX TO EXHIBITS
No. Description
2.1 Asset Purchase Agreement, dated as of December 17, 2015, between Nutrisystem SBD, LLC and
SBD Holdings Group Corp., incorporated by reference to the designated exhibit of the Company’s
Current Report on Form 8-K filed on December 17, 2015.
*3.1 Certificate of Incorporation.
3.2 Amended and Restated Bylaws of Nutrisystem, Inc., incorporated by reference to the designated
exhibit of the Company’s Current Report on Form 8-K filed on July 22, 2009.
3.3 Amendment to the Amended and Restated Bylaws of Nutrisystem, Inc., incorporated by reference
to the designated exhibit of the Company’s Current Report on Form 8-K filed on January 7, 2016.
+10.1 Amended and Restated Nutrisystem, Inc. 2008 Long Term Incentive Plan incorporated by
reference to the designated exhibit of the Company’s Current Report on Form 8-K filed on
September 6, 2012.
+**10.2 2000 Equity Incentive Plan of the Company.
+**10.3 2000 Equity Incentive Plan for Outside Directors and Consultants of the Company.
10.4 Agreement, dated December 21, 2004, between Nutrisystem, Inc. and QVC, Inc. incorporated by
reference to the designated exhibit of the Company’s Annual Report on Form 10-K filed on
March 14, 2006.
+10.5 Compensation Policy For Non-Employee Directors incorporated by reference to the designated
exhibit of the Company’s Current Report on Form 8-K filed on March 6, 2008.
10.6 Amended and Restated Credit Agreement, dated November 6, 2015, among Nutrisystem, Inc., as
Borrower, Manufacturers and Traders Trust Company, as the Administrative Agent, Swing Line
Lender, L/C Issuer and a Lender, and other Lenders, incorporated by reference to the designated
exhibit of the Company’s Current Report on Form 8-K filed on November 10, 2015.
+10.7 Letter Agreement, dated November 1, 2012, between Nutrisystem, Inc. and Dawn Zier, the
Company’s President and Chief Executive Officer, incorporated by reference to the designated
exhibit of the Company’s Current Report on Form 8-K filed on November 7, 2012.
+10.8 Letter Agreement, dated May 21, 2013, between Nutrisystem, Inc. and Dawn Zier, incorporated by
reference to the designated exhibit of the Company’s Current Report on Form 8-K filed on
May 28, 2013.
+10.9 First Amendment to the Employment Agreement between Nutrisystem, Inc. and Dawn M. Zier,
dated January 2, 2015, incorporated by reference to the designated exhibit on the Company’s
Current Report on Form 8-K filed on January 2, 2015.
+10.10 Form of Restricted Stock Agreement for Dawn Zier, incorporated by reference to the designated
exhibit of the Company’s Current Report on Form 8-K filed on November 7, 2012.
+10.11 Form of Nonqualified Stock Option Grant Agreement for Dawn Zier, incorporated by reference to
the designated exhibit of the Company’s Current Report on Form 8-K filed on November 7, 2012.
+10.12 Form of Performance-Based Restricted Stock Unit Agreement for Dawn Zier, incorporated by
reference to the designated exhibit of the Company’s Current Report on Form 8-K filed on
November 7, 2012.
+10.13 2015 Nonqualified Stock Option Grant Agreement dated December 31, 2015 for Dawn Zier,
incorporated by reference to the designated exhibit of the Company’s Current Report on Form 8-K
filed on January 5, 2016.
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