Tivity Health, Inc. Contracts & Agreements

Agreement and Plan of Merger, dated as of April 5, 2022, by and among Tivity Health, Inc., Titan-Atlas Parent, Inc. and Titan-Atlas Merger Sub, Inc (Filed With SEC on April 6, 2022)

Form of 2020 Non-Qualified Stock Option Award Agreement (for Executive Officers) under the Company's Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on February 25, 2022)

Form of 2021 Non-Qualified Stock Option Award Agreement (for Executive Officers) under the Company's Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on February 25, 2022)

Special Incentive Bonus Award Agreement by and between Tivity Health, Inc. and Richard Ashworth, dated February 11, 2022 (Filed With SEC on February 11, 2022)

Separation Benefits Program for Section 16 Officers, dated September 22, 2021 (Filed With SEC on September 27, 2021)

Offer of Employment Letter between the Company and Thomas Lewis dated as of October 4, 2018 (Filed With SEC on May 7, 2021)

Amendment No.1 to Offer of Employment Letter between the Company and Thomas Lewis dated as of April 1, 2019 (Filed With SEC on May 7, 2021)

Amendment No. 2 to Offer of Employment Letter between the Company and Thomas Lewis dated as of October 30, 2020 (Filed With SEC on May 7, 2021)

Amended and Restated Offer of Employment Letter between the Company and Raymond Bilbao dated as of October 30, 2020 (Filed With SEC on May 7, 2021)

Change of Control Agreement between the Company and Raymond Bilbao dated as of July 3, 2018 (Filed With SEC on May 7, 2021)

Form of Restricted Stock Unit Award Agreement (for Executive Officers) for May 11, 2020 under the Companys Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on May 7, 2021)

Form of Restricted Stock Unit Award Agreement (for Directors) for May 11, 2020 under the Companys Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on May 7, 2021)

Form of Restricted Stock Unit Award Agreement (for Richard Ashworth) for July 1, 2020 under the Companys Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on May 7, 2021)

Form of Restricted Stock Unit Award Agreement (for Executive Officers) for August 24, 2020 under the Companys Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on May 7, 2021)

Form of Restricted Stock Unit Award Agreement (for Directors) for August 24, 2020 under the Companys Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on May 7, 2021)

Separation Agreement by and between the Company and Mary Flipse, dated November 2, 2020 (Filed With SEC on March 2, 2021)

Tivity Health, Inc. Director Deferred Compensation Program, dated December 14, 2020 (Filed With SEC on March 2, 2021)

Form of Deferred Stock Unit Award Agreement (for Directors) under the Companys Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on March 2, 2021)

Employment Agreement, dated May 20, 2020, between the Company and Richard M. Ashworth (Filed With SEC on May 22, 2020)

Form of Restricted Stock Unit Award Agreement for Mr. Ashworth (Inducement Award) (Filed With SEC on May 22, 2020)

Form of Restricted Stock Unit Award Agreement for Mr. Ashworth (LTI) (Filed With SEC on May 22, 2020)

Form of Market Stock Unit Award Agreement for Mr. Ashworth (LTI) (Filed With SEC on May 22, 2020)

Separation Agreement by and between the Company and Dawn M. Zier, dated December 4, 2019 (Filed With SEC on May 8, 2020)

Release and Waiver by and between the Company and Dawn M. Zier, dated December 4, 2019 (Filed With SEC on May 8, 2020)

Form of 2020 Restricted Stock Unit Retention Award Agreement under the Companys Second Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on May 8, 2020)

Description of Securities (Filed With SEC on February 27, 2020)

Cooperation Agreement by and between the Company and HG Vora Capital Management, LLC, dated February 25, 2020 (Filed With SEC on February 25, 2020)

Amendment to Cooperation Agreement (Filed With SEC on February 19, 2020)

Change of Control Agreement, dated September 13, 2016, by and between the Company and Steve Janicak (Filed With SEC on November 12, 2019)

Form of 2019 Performance Stock Unit Award Agreement under the Companys Nutrisystem Stock Incentive Plan (Filed With SEC on August 8, 2019)

Form of 2019 Restricted Stock Unit Award Agreement under the Companys Nutrisystem Stock Incentive Plan (Filed With SEC on August 8, 2019)

Form of 2019 Restricted Stock Unit Award Agreement under the Companys Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on August 8, 2019)

Form of 2019 Performance Stock Unit Award Agreement under the Companys Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on August 8, 2019)

Form of 2019 Integration Bonus Performance Stock Unit Award Agreement under the Companys Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on August 8, 2019)

Cooperation Agreement among the Company, Altaris Capital, L.P., Altaris Partners, LLC, George Aitken-Davies and Daniel Tully, dated August 7, 2019 (Filed With SEC on August 7, 2019)

Offer of Employment Letter, dated August 25, 2016, by and between Tivity Health and Steve Janicak (Filed With SEC on May 9, 2019)

Employment Agreement, dated March 8, 2019, by and between Tivity Health and Keira Krausz (Filed With SEC on May 9, 2019)

Amended and Restated Employment Agreement, dated March 18, 2019, between Tivity Health, Inc. and Donato Tramuto (Filed With SEC on March 18, 2019)

Agreement and Plan of Merger, dated as of December 9, 2018, by and among Tivity Health, Nutrisystem and Merger Sub (Filed With SEC on December 10, 2018)

Separation and General Release between the Company and Glenn Hargreaves dated as of August 8, 2018 (Filed With SEC on November 6, 2018)

Offer of Employment Letter between the Company and Ryan Wagers dated as of September 14, 2018 (Filed With SEC on November 6, 2018)

Amendment to Warrants Transaction, dated as of September 25, 2018, between Tivity Health, Inc. and JPMorgan Chase Bank, National Association, London Branch (Filed With SEC on November 6, 2018)

Amendment to Warrants Transaction, dated as of September 26, 2018, between Tivity Health, Inc. and Morgan Stanley & Co. International plc (Filed With SEC on November 6, 2018)

Form of Restricted Stock Unit Award Agreement (for Directors) under the Companys Amended and Restated 2014 Stock Incentive Plan (Filed With SEC on August 3, 2018)

Form of Non-Qualified Stock Option Award Agreement (for Executive Officers) under the Company's 2014 Stock Incentive Plan (Filed With SEC on May 4, 2018)

EMPLOYMENT AGREEMENT (Filed With SEC on May 25, 2017)

EMPLOYMENT AGREEMENT (Filed With SEC on November 8, 2016)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on November 8, 2016)

SEPARATION AND GENERAL RELEASE AGREEMENT (Filed With SEC on November 8, 2016)

Sincerely, /s/ Mary Flipse Mary Flipse Chief Legal Officer (Filed With SEC on November 8, 2016)

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTORS) (Filed With SEC on August 9, 2016)

INDEMNIFICATION AGREEMENT (Filed With SEC on June 2, 2016)

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN MARKET STOCK UNIT AWARD AGREEMENT (Filed With SEC on May 6, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on March 4, 2016)

Amended and Restated Corporate and Subsidiary Capital Accumulation Plan (Filed With SEC on March 4, 2016)

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN MARKET STOCK UNIT AWARD AGREEMENT (Filed With SEC on March 4, 2016)

HEALTHWAYS, INC. MARKET STOCK UNIT AWARD AGREEMENT (Filed With SEC on March 4, 2016)

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on March 4, 2016)

HEALTHWAYS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on March 4, 2016)

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on November 6, 2015)

SEPARATION, NON-COMPETITION AND RELEASE AGREEMENT (Filed With SEC on November 6, 2015)

SEVENTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (Filed With SEC on October 29, 2015)

SEPARATION, NON-COMPETITION AND RELEASE AGREEMENT (Filed With SEC on October 29, 2015)

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN MARKET STOCK UNIT AWARD AGREEMENT (Filed With SEC on September 28, 2015)

HEALTHWAYS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on September 28, 2015)

HEALTHWAYS, INC. AMENDED AND RESTATED2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTORS) (Filed With SEC on August 7, 2015)

HEALTHWAYS, INC. AMENDED AND RESTATED2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on August 7, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on August 7, 2015)

SEPARATION AND RELEASE AGREEMENT (Filed With SEC on May 18, 2015)

HEALTHWAYS, INC. 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on May 8, 2015)

FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (Filed With SEC on December 30, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on November 7, 2014)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on November 7, 2014)

nderungsvertrag zum Arbeitsvertrag Dieser nderungsvertrag zum Arbeitsvertrag ("nderungsvertrag") wird zwischen Healthways, Inc., einer Delaware Corporation (der "Gesellschaft")... (Filed With SEC on November 7, 2014)

FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (Filed With SEC on August 8, 2014)

HEALTHWAYS, INC. 2014 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on August 8, 2014)

HEALTHWAYS, INC. 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on August 8, 2014)

HEALTHWAYS, INC. 2014 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on August 8, 2014)

HEALTHWAYS, INC. 2014 STOCK INCENTIVE PLAN PERFORMANCE CASH AWARD AGREEMENT (EXECUTIVE OFFICERS AND OTHER SENIOR OFFICERS) (Filed With SEC on August 8, 2014)

HEALTHWAYS, INC. 2014 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS) (Filed With SEC on August 8, 2014)

HEALTHWAYS, INC. 2014 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTORS) (Filed With SEC on August 8, 2014)

NOMINATION AND STANDSTILL AGREEMENT (Filed With SEC on June 3, 2014)

Exhibit 10.1CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. A REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN SUBMITTED... (Filed With SEC on October 2, 2013)

HEALTHWAYS, INC. Convertible Senior Subordinated Note (Filed With SEC on October 2, 2013)

FORM OF COMMON STOCK PURCHASE WARRANT (Filed With SEC on October 2, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on October 2, 2013)

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association. Main Office 1111 Polaris Parkway, Columbus, Ohio 43240... (Filed With SEC on July 16, 2013)

[Signature Page for Amendment to Morgan Stanley Call Option Transaction Confirmation] (Filed With SEC on July 16, 2013)

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association. Main Office 1111 Polaris Parkway, Columbus, Ohio 43240... (Filed With SEC on July 16, 2013)

JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association. Main Office 1111 Polaris Parkway, Columbus, Ohio 43240... (Filed With SEC on July 8, 2013)

THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT (Filed With SEC on July 1, 2013)

SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (Filed With SEC on May 9, 2013)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on March 15, 2013)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 15, 2013)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED (Filed With SEC on March 15, 2013)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on March 15, 2013)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on March 15, 2013)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED PERFORMANCE CASH AWARD AGREEMENT (Filed With SEC on March 15, 2013)

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (Filed With SEC on February 7, 2013)

EMPLOYMENT AGREEMENT (Filed With SEC on August 8, 2012)

SEVERANCE AGREEMENT AND GENERAL RELEASE (Filed With SEC on July 2, 2012)

Anstellungsvertrag (Filed With SEC on May 9, 2012)

HEALTHWAYS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on May 9, 2012)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on May 9, 2012)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED PERFORMANCE CASH AWARD AGREEMENT (Filed With SEC on May 9, 2012)

EMPLOYMENT AGREEMENT (Filed With SEC on March 14, 2012)

AMENDMENT EMPLOYMENT AGREEMENT (Filed With SEC on May 9, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on March 15, 2011)

TRANSITION EMPLOYMENT AGREEMENT (Filed With SEC on January 6, 2011)

Exhibit 10.2 EMPLOYMENT AGREEMENT (Filed With SEC on January 6, 2011)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN, AS AMENDED (Filed With SEC on August 6, 2010)

HEALTHWAYS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on August 6, 2010)

HEALTHWAYS, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on August 6, 2010)

Amended and Restated Corporate and Subsidiary Capital Accumulation Plan (Filed With SEC on August 6, 2010)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on May 7, 2010)

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (Filed With SEC on April 5, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on March 16, 2010)

EX-10.23 STOCK OPTION AGREEMENT (Filed With SEC on November 12, 2004)

EX-10.24 STOCK OPTION AGREEMENT (Filed With SEC on November 12, 2004)

EX-10.1 EMPLOYMENT AGREEMENT - M KELLIHER 09/05/03 (Filed With SEC on January 13, 2004)

EX-10.15 EMPLOYMENT AGREEMENT (Filed With SEC on November 21, 2003)

Ex-10.1 Revolving Credit and Term Loan Agreement (Filed With SEC on October 10, 2003)

Ex-10.2 Form of Revolving Credit Note (Filed With SEC on October 10, 2003)

Ex-10.3 Form of Term Note (Filed With SEC on October 10, 2003)

Ex-10.4 Form of Swingline Note (Filed With SEC on October 10, 2003)

Ex-10.5 Form of Subsidiary Guaranty Agreement (Filed With SEC on October 10, 2003)

EX-2.1 STATUSONE HEALTH SYSTEMS - PLAN OF MERGER (Filed With SEC on September 9, 2003)

EX-2.2 EARN OUT AGREEMENT (Filed With SEC on September 9, 2003)

Amended and Restated Revolving Credit Agreement (Filed With SEC on January 13, 2003)

Form of Revolving Credit Note (Filed With SEC on January 13, 2003)

Form of Subsidiary Guaranty Agreement (Filed With SEC on January 13, 2003)

Revolving Credit Agreement (Filed With SEC on July 12, 2002)

Form of Revolving Credit Agreement (Filed With SEC on July 12, 2002)

Form of Subsidiary Guaranty Agreement (Filed With SEC on July 12, 2002)

EMPLOYMENT AGREEMENT (Filed With SEC on January 14, 2002)

THIRD AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on January 14, 2002)

EMPLOYMENT AGREEMENT/MARY D. HUNTER (Filed With SEC on November 29, 2001)

EMPLOYMENT AGREEMENT/MARY A. CHAPUT (Filed With SEC on November 29, 2001)

1996 STOCK INCENTIVE PLAN (Filed With SEC on November 29, 2001)

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Tivity Health, Inc. Contracts & Agreements