NAUTILUS, INC. (Form: S-8, Received: 02/26/2020 16:39:51)

As filed with the Securities and Exchange Commission on February 26, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

NAUTILUS, INC.

(Exact name of Registrant as specified in its charter)



Washington		94-3002667
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

17750 SE 6th Way

Vancouver, Washington 98683

(360) 859-2900

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Non-Plan Restricted Stock Unit Agreements (Inducement Restricted Stock Unit Awards)

(Full title of the plans)

James Barr IV

Chief Executive Officer

Nautilus, Inc.

17750 SE 6th Way

Vancouver, Washington 98683

(360) 859-2900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Amanda Rose, Esq.

Chelsea Anderson, Esq.

Fenwick & West LLP
1191 2^nd Avenue, 10th Floor

Seattle, Washington

(206) 389-4510

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE




Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value per share (Inducement Restricted Stock Unit Awards)	385,000(2)	$3.57(3)	$1,374,450.00(4)	$178.40
Total	385,000		$1,374,450.00	$178.40

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that becomes issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.


(2)	Consists of shares issuable under new hire inducement restricted stock unit awards granted on December 11, 2019 and expected to be granted on or about February 27, 2020 in accordance with NYSE Listed Company Rule 303A.08.


(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the average of the high and low sales price per share of Common Stock on February 21, 2020, as reported on the New York Stock Exchange.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities Act”) and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:


(a)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Commission on February 26, 2020;


(b)	the Registrant’s Current Report on Form 8-K filed with the Commission on February 4, 2020; and


(c)	the description of the Registrant’s Common Stock which is contained in the Registrant’s registration statement on Form 8-A filed on May 8, 2002 (File No. 001-31321) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s amended and restated articles of incorporation contain a provision eliminating the personal liability of its directors for monetary damages to the fullest extent permitted by Washington law. Under Washington law, this provision eliminates the liability of a director for breach of fiduciary duty, but does not eliminate the personal liability of any director for (1) acts or omissions that involve intentional misconduct or a knowing violation of law, (2) conduct violating Section 23B.08.310 of the WBCA, or (3) any transaction from which the director personally received a benefit in money, property, or services to which the director is not legally entitled.

Section 23B.08.510 of the WBCA authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving them as a result of their service as an officer or director. Section 23B.08.560 of the WBCA authorizes a corporation by provision in its articles of incorporation to agree to indemnify a director or officer and obligate itself to advance or reimburse expenses without regard

to the provisions of Sections 23B.08.510 through .550; provided, however, that no such indemnity shall be made for or on account of any (1) acts or omissions of a director or officer that involve intentional misconduct or a knowing violation of law, (2) conduct in violation of Section 23B.08.310 of the WBCA (relating to unlawful distributions), or (3) any transaction from which a director or officer personally received a benefit in money, property, or services to which such director or officer is not legally entitled. The Registrant’s amended and restated articles of incorporation require indemnification of the Registrant’s officers and directors and advancement of expenses to the fullest extent not prohibited by applicable law.

The Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s amended and restated articles of incorporation and amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, executive officer, or employee of the Registrant regarding which indemnification is sought. The indemnification provisions in the Registrant’s amended and restated articles of incorporation, amended and restated bylaws and the indemnification agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant has directors’ and officers’ liability insurance for its directors and officers.

See also the undertakings set out in response to Item 9 hereof.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

4.1

Amended and Restated Articles of Incorporation of the Registrant

DEF 14A

001-31321

April 22, 2008

4.2

Amended and Restated Bylaws of the Registrant

8-K

001-31321

3.1

April 5, 2005

4.3

Amendment to Amended and Restated Bylaws of the Registrant

8-K

001-31321

3.1

January 31, 2007

4.4

Form of Registrant’s Common Stock certificate

5.1

Opinion of Fenwick & West LLP

23.1

Consent of Fenwick & West LLP (contained in Exhibit 5.1)

23.2

Consent of KPMG LLP, Independent Registered Public Accounting Firm

24.1

Power of Attorney (included on the signature page to this Registration Statement)

99.1

Form of Inducement Restricted Stock Unit Agreement - Konold

99.2

Form of Inducement Restricted Stock Unit Agreement - Alseth

Item 9. Undertakings.


A.	The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.

Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Washington, on this 26^th day of February, 2020.



	NAUTILUS, INC.

	By:	/s/ Aina E. Konold
		Aina E. Konold
		Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James Barr IV and Aina Konold, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.



Name	Title	Date

/s/ James Barr IV	President, Chief Executive Officer and Director (Principal Executive Officer)	February 26, 2020
James Barr IV

/s/ Aina E. Konold	Chief Financial Officer (Principal Financial and Accounting Officer)	February 26, 2020
Aina E. Konold

/s/ M. Carl Johnson III	Director	February 26, 2020
M. Carl Johnson III

/s/ Ronald P. Badie	Director	February 26, 2020
Ronald P. Badie

/s/ Richard A. Horn	Director	February 26, 2020
Richard A. Horn

/s/ Anne G. Saunders	Director	February 26, 2020
Anne G. Saunders

/s/ Marvin G. Siegert	Director	February 26, 2020
Marvin G. Siegert

. ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# Exhibit 4.4 COMMON STOCK COMMON STOCK PO BOX43004, Providence,RI02940-3004 ADD 4 ADD 3 ADD 2 ADD 1 DESIGNATION (IF ANY) MR ASAMPLE NO PAR VALUE Certificate Shares Number **000000****************** ***000000***************** ZQ00000000 ****000000**************** NAUTILUS, INC. *****000000*************** ******000000************** INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample SEE REVERSE FOR CERTAIN DEFINITIONS **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David THIS CERTIFIES THAT Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David SampleMR. **** Mr. Alexander SAMPLE David Sample **** Mr. Alexander & David MRS. Sample **** Mr. Alexander SAMPLE David Sample **** Mr. Alexander & David Sample **** CUSIP 63910B 10 2 Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. AlexanderMR. David SampleSAMPLE **** Mr. Alexander David Sample& MRS.**** Mr. Alexander DavidSAMPLE Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** is the owner of *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0 THIS CERTIFICATE IS TRANSFERABLE IN 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000***ZERO HUNDRED THOUSAND CITIES DESIGNATED BY THE TRANSFER 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000 AGENT, AVAILABLE ONLINE AT 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000ZERO HUNDRED AND ZERO*** www.computershare.com **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Nautilus, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by DTC Number ofShares Insurance Value Holder ID CUSIP Total Transaction 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Certificate Numbers duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Articles of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 12345678 123456789012345 Num/No. DATED DD-MMM-YYYY 6 5 4 3 2 1 COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. Denom. Chief Executive Officer TRANSFER AGENT AND REGISTRAR, XXXXXXXXXX XXXXXX XXX 1,000,000.00 6 5 4 3 2 1 123456 Total 7 6 5 4 3 2 1 By Treasurer AUTHORIZED SIGNATURE

Exhibit 5.1 February 26, 2020 Nautilus, Inc. 17750 SE 6th Way Vancouver, Washington 98683 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Nautilus, Inc., a Washington corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about February 26, 2020 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 385,000 shares (the “Shares”) of the Company’s Common Stock, no par value per share (the “Common Stock”), granted or to be granted pursuant to inducement restricted stock unit awards. At your request we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”). In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: (a) the Company’s current Articles of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the Registration Statement and the exhibits thereto, (b) certain corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s shareholders relating to adoption or approval of the Company Charter Documents, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act and documents regarding the Company’s outstanding and reserved capital stock and other securities and (c) such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary. In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, including the applicable equity award agreement, when issued, will be executed by the Company and by officers of the Company duly authorized to do so, and that the terms of the restricted stock unit awards will be consistent with the form of inducement restricted stock unit award agreement previously approved by the Board. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated February 26, 2020 issued by the Washington Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in a Management Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter. We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Washington General Corporation Law now in effect. We express no opinion with respect to the securities or “blue sky” laws of any state. Based upon, and subject to, the foregoing, it is our opinion that when the 385,000 Shares of Common Stock that may be issued by the Company pursuant to the settlement of inducement restricted stock unit awards have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein. Very truly yours, /s/ Fenwick & West LLP FENWICK & WEST LLP

Exhibit 23.1 February 26, 2020 Nautilus, Inc. 17750 SE 6th Way Vancouver, Washington 98683 Ladies and Gentlemen: At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Nautilus, Inc., a Washington corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about February 26, 2020 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 385,000 shares (the “Shares”) of the Company’s Common Stock, no par value per share (the “Common Stock”), granted or to be granted pursuant to inducement restricted stock unit awards. At your request we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”). In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: (a) the Company’s current Articles of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the Registration Statement and the exhibits thereto, (b) certain corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s shareholders relating to adoption or approval of the Company Charter Documents, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act and documents regarding the Company’s outstanding and reserved capital stock and other securities and (c) such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary. In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, including the applicable equity award agreement, when issued, will be executed by the Company and by officers of the Company duly authorized to do so, and that the terms of the restricted stock unit awards will be consistent with the form of inducement restricted stock unit award agreement previously approved by the Board. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated February 26, 2020 issued by the Washington Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in a Management Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter. We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Washington General Corporation Law now in effect. We express no opinion with respect to the securities or “blue sky” laws of any state. Based upon, and subject to, the foregoing, it is our opinion that when the 385,000 Shares of Common Stock that may be issued by the Company pursuant to the settlement of inducement restricted stock unit awards have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

KPMG LLP Suite 3800 1300 South West Fifth Avenue Portland, OR 97201 Consent of Independent Registered Public Accounting Firm The Board of Directors Nautilus, Inc.: We consent to the use of our reports dated February 26, 2020, with respect to the consolidated balance sheets of Nautilus Inc. as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive (loss) income, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2019, incorporated herein by reference. Our report on the consolidated financial statements refers to a change in accounting for Lease as of January 1, 2019 due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). Portland, Oregon February 26, 2020 KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Exhibit 99.1 NAUTILUS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between Nautilus, Inc., a Washington corporation (the “Company”), through its Board of Directors or a Committee thereof (the “Plan Administrator”), and Aina Konold (the “Grantee”). WHEREAS, the Company desires to give Grantee an opportunity to acquire equity ownership in the Company for the purpose of materially inducing Grantee to start Grantee’s employment with the Company; and WHEREAS, the Company wishes to grant to Grantee the number of Restricted Stock Units provided for herein; NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows: 1. Grant of Restricted Stock Unit Award. 1.1 On December 11, 2019 (the “Grant Date”), the Company’s Compensation Committee granted to Grantee 200,000 Restricted Stock Units (the “Restricted Units”). Each Restricted Unit represents the right to receive one share of the Company’s common stock (a “Share” or “Common Stock”) upon the satisfaction of certain vesting requirements set forth in Section 2. 1.2 The Plan Administrator shall have final authority to interpret and construe this Agreement and to make any and all decisions and determinations thereunder, and its decision shall be binding and conclusive upon Grantee and her legal representative and any other individual claiming benefits or rights under the Agreement in respect of any questions arising under this Agreement. The Plan Administrator may delegate certain ministerial functions with respect to the administration of this Agreement to an officer or officers of the Company. The Plan Administrator shall have the discretion to determine the effect upon this Agreement of a change in Grantee's employment status (including whether Grantee shall be deemed to have experienced a termination of employment or other change in status), including the vesting, expiration or forfeiture of the Restricted Units. Any dispute regarding the interpretation of the Agreement shall be submitted by Grantee to the Plan Administrator for review. The resolution of such a dispute by the Plan Administrator shall be final, conclusive and binding on Grantee. The Plan Administrator shall consider such factors as it deems relevant to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any attorneys, consultants and accountants as it may select. 2. Vesting. 2.1 Subject to Sections 2.2 through 2.4 below, thirty-three percent (33.34%) of the total number of Restricted Units shall vest at the end of the twelve (12) month period of Grantee’s continuous employment with the Company following Grantee’s first date of employment with the Company of December 10, 2019 (the “Vesting Commencement Date”). Thereafter, an additional thirty-three (33.33%) of the total number of Restricted Units shall vest at the end of each subsequent twelve (12) month period of Grantee’s continuous employment with the Company. Each of the three (3) dates on which Grantee becomes vested in a portion of the Restricted Units shall be known as a “Vesting Date”. The period of time between the Date of Grant and the date a Restricted Unit becomes fully vested is referred to herein as the “Restriction Period.” 2.2 Except as expressly provided in Section 2.3, in the event of the termination of Grantee's employment with the Company for any reason prior to a Vesting Date, Grantee shall forfeit all rights, title, and interest in and to the Restricted Units which have not vested as of the date of termination of Grantee’s employment. Neither Grantee nor any

of Grantee's successors, heirs, assigns or personal representatives shall have any rights or interests in any Restricted Units that are so forfeited. 2.3 If Grantee's employment with the Company is terminated as a result of Grantee's death or total disability prior to a Vesting Date, then a prorated portion of the Restricted Units shall immediately vest. The number of Restricted Units vesting under this Section 2.3 shall be based on the number of completed months of service from the Vesting Commencement Date through the date of such death or disability, divided by thirty-six (36). 2.4. All of the unvested Restricted Units shall immediately vest upon the closing of a Change in Control (as defined herein) that closes (a) within ninety (90) days following a termination of Grantee’s employment by the Company for a reason other than (i) Cause (as defined herein), (ii) death or (iii) Disability (as defined herein); or (b) during Grantee’s employment with the Company and Grantee remains an employee of the Company at the time that the Change in Control closes. A “Change in Control” means either: (a) the sale, liquidation or other disposition of all or substantially all of the Company’s assets; (ii) a merger or consolidation of the Company with one or more corporations as a result of which, immediately following such merger or consolidation, the shareholders of the Company as a group hold less than a majority of the outstanding capital stock of the surviving corporation; (iii) any person or entity, including any “person” as such term is used in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the “beneficial owner” as defined in the Exchange Act, of shares of the Company’s Common Stock representing fifty percent (50%) or more of the combined voting power of the voting securities of the Company; or (iv) the election of a majority of Directors to the Company’s Board of Directors who are nominated by any person or entity other than the Board of Directors in existence as of the date of this Agreement. “Cause” means (i) Grantee’s indictment or conviction in a court of law for any felony that in the Company’s reasonable judgment makes Grantee unfit for continued employment, prevents Grantee from performing Grantee’s duties or other obligations or adversely affects the reputation of the Company if Grantee remained in her position; (ii) dishonesty by Grantee related to her employment that has a material adverse effect on the Company; (iii) violation of a key Company policy, the Employment Agreement or the Business Protection Agreement between Grantee and the Company (including, but not limited to, acts of harassment or discrimination, use of or being under the influence of unlawful drugs on the Company’s premises or while performing duties on behalf of the Company) that has a material adverse effect on the Company; (iv) insubordination (i.e. conduct such as refusal to follow direct orders of the Company’s Chief Executive Officer), provided, however, conduct based on adherence to legal requirements (i.e. tax and securities laws) shall not constitute insubordination; (v) Grantee’s failure to perform minimum duties after warning and failure to correct to the Chief Executive Officer’s reasonable satisfaction within thirty (30) days after written notice to Grantee; (vi) Grantee’s competition with the Company, diversion of any corporate opportunity or other similarly serious conflict of interest or self-dealing incurring to Grantee’s direct or indirect benefit and the Company’s detriment; or (vii) intentional or grossly negligent conduct by Grantee that is significantly injurious to the Company or its affiliates after warning and failure to correct to the Company’s Chief Executive Officer’s reasonable satisfaction within thirty (30) days after written notice to Grantee. “Disability” means Grantee’s inability, due to illness, accident, or any other physical or mental incapacity, to perform the essential functions of Grantee’s position, with or without reasonable accommodation, which inability lasts for not less than a period of ninety-one (91) days (or, if longer, the elimination period then in effect under the Company’s long-term disability policy applicable to Grantee) during her employment with the Company. The parties agree that due to the importance of Grantee’s position with the Company, either an indefinite leave or a leave of absence in excess of ninety-one (91) days within a twelve (12) month period would cause an undue hardship to the Company and would not constitute a reasonable accommodation. Nothing in this section is intended to violate any federal or state law regarding medical leave or disability law. 2

3. Terms and Conditions of Restricted Unit Award (the “Award”). The Restricted Units shall be subject to the following terms, conditions and restrictions: 3.1 The Restricted Units are bookkeeping entries only. During the Restriction Period the Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to unvested Restricted Units. 3.2 Restricted Units may not be transferred in any manner except as expressly permitted herein. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee. No Restricted Units nor any interest in such Restricted Units may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner prior to the vesting or lapse of any and all applicable restrictions, other than by will or the laws of descent and distribution. The Plan Administrator may amend this Agreement to provide that the Restricted Units are transferable or assignable: (i) in the case of a transfer without the payment of any consideration, to any "family member" as such term is defined in Section A.l (a)(5) of the General Instructions to Form S-8 under the Securities Act of 1933, as amended from time to time; and (ii) in any transfer described in clause (ii) of Section A.l(a)(5) of the General Instructions to Form S-8 under the 1933 Act as amended from time to time, provided that, following the transfer or assignment, the Restricted Units will remain subject to substantially the same terms applicable to the Restricted Units while held by Grantee, as modified as the Plan Administrator shall determine appropriate, and as a condition to such transfer, the transferee shall execute an agreement agreeing to be bound by the terms. Any purported assignment, transfer or encumbrance that does not qualify under this subsection shall be void and unenforceable against the Company. 3.3 No adjustment shall be made in Shares issuable under this Agreement on account of cash dividends that may be paid or other rights that may be issued to the holders of Common Stock prior to the issuance of Shares under this Agreement. 3.4 At any time, the Plan Administrator may, but need not, impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by Grantee or other subsequent transfer by Grantee of any Shares issued under the Restricted Units, including without limitation: (i) restrictions under an insider trading policy; (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Grantee; and (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. 3.5 If at any time the Plan Administrator reasonably believes that Grantee has committed an act of misconduct as described below, the Plan Administrator may suspend the vesting and settlement, as applicable, of the Restricted Units pending a final determination of whether such an act of misconduct has been committed. If the Plan Administrator determines Grantee has committed an act of misconduct, any Restricted Units may, in the discretion of the Committee, be forfeited, in whole or in part. Any determination by the Plan Administrator with respect to the foregoing shall be final, conclusive, and binding on all interested parties. For Grantee, the determination of the Plan Administrator shall be subject to the approval of the Company’s Board of Directors. For purposes of this subsection, an "act of misconduct" means embezzlement, fraud, dishonesty in the performance of or willful neglect of job duties, nonpayment of any obligation owed to the Company, breach of fiduciary duty or deliberate disregard of the Company’s rules, material breach of an agreement between Grantee and the Company, the unauthorized disclosure of any Company trade secret or confidential information, conduct constituting unfair competition, or inducing any customer to breach a contract with the 3

Company, or any other conduct resulting in material (as determined by the Plan Administrator in its discretion) loss, damage or injury to the Company. 3.6 This Agreement and the settlement of the Restricted Units, and the obligation of the Company to issue or deliver Shares under the Restricted Units, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in Grantee’s name or deliver any Shares prior to the completion of any registration or qualification of such Shares under any federal, state or local law or any ruling or regulation of any government body which the Plan Administrator shall determine to be necessary or advisable. To the extent the Company is unable (or the Plan Administrator deems it infeasible) to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares under the Agreement, the Company shall be relieved of any liability with respect to the failure to issue such Shares as to which such requisite authority shall not have been obtained. No Shares shall be issued and/or transferable under this Agreement unless a registration statement with respect to the Shares underlying such Restricted Units is effective and current or the Company has determined that such registration is unnecessary. 3.7 The Company shall not be liable to Grantee or other person as to (i) The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares under the Agreement; and (ii) Any tax consequence expected, but not realized, by Grantee or other person due to the receipt or settlement of the Restricted Units. 3.8 The Plan Administrator shall establish such procedures and prescribe such forms as it deems appropriate for Grantee to designate a beneficiary to receive any amounts payable under the Restricted Units in the event of Grantee’s death. 4. Delivery of Shares. 4.1 As soon as administratively practicable after the date upon which a Restricted Unit vests, and provided Grantee shall have paid the Withholding Liability to the Company pursuant to Section 5 hereof, the Company shall issue to Grantee or, at Grantee’s request, Grantee’s designated broker, one share of Stock free and clear of any restrictions in settlement of each vested Restricted Unit. 5. Income Taxes. 5.1 The Grantee shall be liable for all applicable income and withholding taxes, including without limitation, any federal, state, local or other income taxes, or any FICA, state disability insurance tax or other employment tax (“Payroll Taxes”) with respect to any compensation income arising out of the vesting and issuance of the Restricted Units hereunder and the issuance and the delivery of Common Stock in settlement thereof. 5.2 If the Company shall be required to withhold any Payroll Taxes in connection with the issuance and vesting of the Restricted Units or the issuance of shares of Common Stock upon settlement thereof, it shall be a condition to such vesting or issuance that the Grantee pay the tax or make provisions that are satisfactory to the Company for the payment thereof. Unless the Grantee makes alternative arrangements satisfactory to the Company prior to a Vesting Date, the Grantee will satisfy the minimum statutory tax withholding obligations by surrendering to the Company a portion of the Common Stock to be issued to the Grantee, and the shares of Common Stock so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value per share of such Common Stock on the date that the amount of tax to be withheld is to be determined. The Grantee will receive a cash refund for any fraction of a surrendered share not necessary for required Payroll Taxes. 4

5.3 If the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy any obligation to withhold Payroll Taxes in the manner described in Section 5.2, the Company may satisfy such withholding obligation by deducting such amount out of any other compensation otherwise payable to the Grantee. Grantee hereby consents to the Company withholding the full amount of the withholding obligation from any compensation or other amounts otherwise payable to Grantee, and Grantee agrees that the withholding and payment of any such amount by the Company to the relevant taxing authorities shall constitute full satisfaction of the Company’s obligation to pay such compensation of other amounts to Grantee. 5.4 Regardless of any action the Company takes with respect to any or all obligations to withhold Payroll Taxes, the Grantee acknowledges and agrees that the ultimate liability for Payroll Taxes legally due from Grantee is and remains the Grantee’s responsibility. 6. Miscellaneous Provisions. 6.1 Notices; Electronic Delivery. Any notices, designations, consents, offers, acceptances and any other communications required or permitted hereunder shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to the principal office of the Company and, in the case of the Grantee, to the Grantee's physical or electronic mail address appearing on the books of the Company or to the Grantee's residence or to such other address as may be designated in writing by the Grantee. Grantee hereby consents to the electronic delivery of the Notice of Grant, this Agreement, account statements, prospectuses required by the Securities and Exchange Commission, financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Award or the Common Stock. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Agreement, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. The Company will provide a paper copy of any documents delivered electronically at no cost upon request of the Grantee. Grantee acknowledges that her consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered, at any time by notifying the Company of such revised or revoked consent. Grantee acknowledges and understands that she is not required to consent to electronic delivery. 6.2 Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted. 6.3 No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, or limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee. 6.4 Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any Restricted Units or shares of unrestricted Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. 6.5 Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. 6.6 Capital Adjustments. In the event of a material alteration in the capital structure of the Company on account of a recapitalization, stock split, reverse stock split, stock dividend or otherwise, this award shall be subject to adjustment by the Plan Administrator as described herein. If the number of outstanding Shares of the Company 5

for which the Restricted Units are to be settled shall at any time be changed or exchanged by declaration of a stock dividend, stock split, reverse stock split, combination of shares, extraordinary dividend of cash and/or assets, recapitalization, reorganization or any similar event affecting the capital structure of the Company or the number of Shares outstanding, the Plan Administrator shall, subject to and consistent with the requirements of applicable law, including Internal Revenue Code Section 409A, appropriately and equitably adjust the number and kind of Shares which are subject to the Restricted Units, so as to maintain the proportionate number of Shares. Notwithstanding the foregoing, the existence of the Restricted Units shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, exchanges, or other changes in the capital structure or business of the Company, or any merger or consolidation of the Company or any issuance of Shares or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the Shares or other securities of the Company or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Further, unless the Plan Administrator determines, in its sole discretion, that an adjustment is necessary or appropriate and is not inconsistent with applicable law, including Internal Revenue Code Sections 409A, no adjustment by reason thereof shall be made with respect to, the number of Shares subject to the Restricted Units because of: (i) The issuance by the Company of shares of stock or any class of securities convertible into shares of any class of stock, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities; (ii) The payment of a dividend in property other than Shares; or (iii) The occurrence of any similar transaction whether or not for fair value. 6.7 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes all prior communications, representations and negotiations in respect thereto. 6.8 Governing Law. This agreement shall be interpreted and construed in accordance with the laws of the State of Washington. 6.9 Section 409A. Anything herein to the contrary notwithstanding, any earned amount payable to Grantee hereunder shall be paid on or deferred until the earliest date as may be required to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. IN WITNESS WHEREOF, the Grantee and the Company have executed this Agreement effective as of the Date of Grant set forth above. GRANTEE NAUTILUS, INC. By:_________________________________________ Signature Signature Print Name Print Name Date NautiIus: Sr. VP Law and Human Resource 6

Exhibit 99.2 NAUTILUS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made by and between Nautilus, Inc., a Washington corporation (the “Company”), through its Board of Directors or a Committee thereof (the “Plan Administrator”), and Becky Alseth (the “Grantee”). WHEREAS, the Company desires to give Grantee an opportunity to acquire equity ownership in the Company for the purpose of materially inducing Grantee to start Grantee’s employment with the Company; and WHEREAS, the Company wishes to grant to Grantee the number of Restricted Stock Units provided for herein; NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows: 1. Grant of Restricted Stock Unit Award. 1.1 On February 18, 2020 (the “Grant Date”), the Company’s Compensation Committee granted to Grantee 25,000 Restricted Stock Units (the “Restricted Units”). Each Restricted Unit represents the right to receive one share of the Company’s common stock (a “Share” or “Common Stock”) upon the satisfaction of certain vesting requirements set forth in Section 2. 1.2 The Plan Administrator shall have final authority to interpret and construe this Agreement and to make any and all decisions and determinations thereunder, and its decision shall be binding and conclusive upon Grantee and her legal representative and any other individual claiming benefits or rights under the Agreement in respect of any questions arising under this Agreement. The Plan Administrator may delegate certain ministerial functions with respect to the administration of this Agreement to an officer or officers of the Company. The Plan Administrator shall have the discretion to determine the effect upon this Agreement of a change in Grantee's employment status (including whether Grantee shall be deemed to have experienced a termination of employment or other change in status), including the vesting, expiration or forfeiture of the Restricted Units. Any dispute regarding the interpretation of the Agreement shall be submitted by Grantee to the Plan Administrator for review. The resolution of such a dispute by the Plan Administrator shall be final, conclusive and binding on Grantee. The Plan Administrator shall consider such factors as it deems relevant to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any attorneys, consultants and accountants as it may select. 2. Vesting. 2.1 Subject to Sections 2.2 through 2.4 below, thirty-three percent (33.34%) of the total number of Restricted Units shall vest at the end of the twelve (12) month period of Grantee’s continuous employment with the Company following Grantee’s first date of employment with the Company of March 2, 2020 (the “Vesting Commencement Date”). Thereafter, an additional thirty-three (33.33%) of the total number of Restricted Units shall vest at the end of each subsequent twelve (12) month period of Grantee’s continuous employment with the Company. Each of the three (3) dates on which Grantee becomes vested in a portion of the Restricted Units shall be known as a “Vesting Date”. The period of time between the Date of Grant and the date a Restricted Unit becomes fully vested is referred to herein as the “Restriction Period.” 2.2 Except as expressly provided in Section 2.3, in the event of the termination of Grantee's employment with the Company for any reason prior to a Vesting Date, Grantee shall forfeit all rights, title, and interest in and to the Restricted Units which have not vested as of the date of termination of Grantee’s employment. Neither Grantee nor any

of Grantee's successors, heirs, assigns or personal representatives shall have any rights or interests in any Restricted Units that are so forfeited. 2.3 If Grantee's employment with the Company is terminated as a result of Grantee's death or total disability prior to a Vesting Date, then a prorated portion of the Restricted Units shall immediately vest. The number of Restricted Units vesting under this Section 2.3 shall be based on the number of completed months of service from the Vesting Commencement Date through the date of such death or disability, divided by thirty-six (36). 2.4. All of the unvested Restricted Units shall immediately vest upon the closing of a Change in Control (as defined herein) that closes (a) within ninety (90) days following a termination of Grantee’s employment by the Company for a reason other than (i) Cause (as defined herein), (ii) death or (iii) Disability (as defined herein); or (b) during Grantee’s employment with the Company and Grantee remains an employee of the Company at the time that the Change in Control closes. A “Change in Control” means either: (a) the sale, liquidation or other disposition of all or substantially all of the Company’s assets; (ii) a merger or consolidation of the Company with one or more corporations as a result of which, immediately following such merger or consolidation, the shareholders of the Company as a group hold less than a majority of the outstanding capital stock of the surviving corporation; or (iii) any person or entity, including any “person” as such term is used in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the “beneficial owner” as defined in the Exchange Act, of shares of the Company’s Common Stock representing fifty percent (50%) or more of the combined voting power of the voting securities of the Company. “Cause” means (i) Grantee’s indictment or conviction in a court of law for any felony that in the Company’s reasonable judgment makes Grantee unfit for continued employment, prevents Grantee from performing Grantee’s duties or other obligations or adversely affects the reputation of the Company if Grantee remained in her position; (ii) dishonesty by Grantee related to her employment that has a material adverse effect on the Company; (iii) violation of a key Company policy, the Employment Agreement or the Business Protection Agreement between Grantee and the Company (including, but not limited to, acts of harassment or discrimination, use of or being under the influence of unlawful drugs on the Company’s premises or while performing duties on behalf of the Company) that has a material adverse effect on the Company; (iv) insubordination (i.e. conduct such as refusal to follow direct orders of the Company’s Chief Executive Officer), provided, however, conduct based on adherence to legal requirements (i.e. tax and securities laws) shall not constitute insubordination; (v) Grantee’s failure to perform minimum duties after warning and failure to correct to the Chief Executive Officer’s reasonable satisfaction within thirty (30) days after written notice to Grantee; (vi) Grantee’s competition with the Company, diversion of any corporate opportunity or other similarly serious conflict of interest or self-dealing incurring to Grantee’s direct or indirect benefit and the Company’s detriment; or (vii) intentional or grossly negligent conduct by Grantee that is significantly injurious to the Company or its affiliates after warning and failure to correct to the Company’s Chief Executive Officer’s reasonable satisfaction within thirty (30) days after written notice to Grantee. “Disability” means Grantee’s inability, due to illness, accident, or any other physical or mental incapacity, to perform the essential functions of Grantee’s position, with or without reasonable accommodation, which inability lasts for not less than a period of ninety-one (91) days (or, if longer, the elimination period then in effect under the Company’s long-term disability policy applicable to Grantee) during her employment with the Company. The parties agree that due to the importance of Grantee’s position with the Company, either an indefinite leave or a leave of absence in excess of ninety-one (91) days within a twelve (12) month period would cause an undue hardship to the Company and would not constitute a reasonable accommodation. Nothing in this section is intended to violate any federal or state law regarding medical leave or disability law. 2

3.6 This Agreement and the settlement of the Restricted Units, and the obligation of the Company to issue or deliver Shares under the Restricted Units, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in Grantee’s name or deliver any Shares prior to the completion of any registration or qualification of such Shares under any federal, state or local law or any ruling or regulation of any government body which the Plan Administrator shall determine to be necessary or advisable. To the extent the Company is unable (or the Plan Administrator deems it infeasible) to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares under the Agreement, the Company shall be relieved of any liability with respect to the failure to issue such Shares as to which such requisite authority shall not have been obtained. No Shares shall be issued and/or transferable under this Agreement unless a registration statement with respect to the Shares underlying such Restricted Units is effective and current or the Company has determined that such registration is unnecessary. 3.7 The Company shall not be liable to Grantee or other person as to (i) The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares under the Agreement; and (ii) Any tax consequence expected, but not realized, by Grantee or other person due to the receipt or settlement of the Restricted Units. 3.8 The Plan Administrator shall establish such procedures and prescribe such forms as it deems appropriate for Grantee to designate a beneficiary to receive any amounts payable under the Restricted Units in the event of Grantee’s death. 4. Delivery of Shares. 4.1 As soon as administratively practicable after the date upon which a Restricted Unit vests, and provided Grantee shall have paid the Withholding Liability to the Company pursuant to Section 5 hereof, the Company shall issue to Grantee or, at Grantee’s request, Grantee’s designated broker, one share of Stock free and clear of any restrictions in settlement of each vested Restricted Unit. 5. Income Taxes. 5.1 The Grantee shall be liable for all applicable income and withholding taxes, including without limitation, any federal, state, local or other income taxes, or any FICA, state disability insurance tax or other employment tax (“Payroll Taxes”) with respect to any compensation income arising out of the vesting and issuance of the Restricted Units hereunder and the issuance and the delivery of Common Stock in settlement thereof. 5.2 If the Company shall be required to withhold any Payroll Taxes in connection with the issuance and vesting of the Restricted Units or the issuance of shares of Common Stock upon settlement thereof, it shall be a condition to such vesting or issuance that the Grantee pay the tax or make provisions that are satisfactory to the Company for the payment thereof. Unless the Grantee makes alternative arrangements satisfactory to the Company prior to a Vesting Date, the Grantee will satisfy the minimum statutory tax withholding obligations by surrendering to the Company a portion of the Common Stock to be issued to the Grantee, and the shares of Common Stock so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value per share of such Common Stock on the date that the amount of tax to be withheld is to be determined. The Grantee will receive a cash refund for any fraction of a surrendered share not necessary for required Payroll Taxes. 4

stock dividend, stock split, reverse stock split, combination of shares, extraordinary dividend of cash and/or assets, recapitalization, reorganization or any similar event affecting the capital structure of the Company or the number of Shares outstanding, the Plan Administrator shall, subject to and consistent with the requirements of applicable law, including Internal Revenue Code Section 409A, appropriately and equitably adjust the number and kind of Shares which are subject to the Restricted Units, so as to maintain the proportionate number of Shares. Notwithstanding the foregoing, the existence of the Restricted Units shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, exchanges, or other changes in the capital structure or business of the Company, or any merger or consolidation of the Company or any issuance of Shares or other securities or subscription rights thereto, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the Shares or other securities of the Company or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. Further, unless the Plan Administrator determines, in its sole discretion, that an adjustment is necessary or appropriate and is not inconsistent with applicable law, including Internal Revenue Code Sections 409A, no adjustment by reason thereof shall be made with respect to, the number of Shares subject to the Restricted Units because of: (i) The issuance by the Company of shares of stock or any class of securities convertible into shares of any class of stock, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities; (ii) The payment of a dividend in property other than Shares; or (iii) The occurrence of any similar transaction whether or not for fair value. 6.7 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersedes all prior communications, representations and negotiations in respect thereto. 6.8 Governing Law. This agreement shall be interpreted and construed in accordance with the laws of the State of Washington. 6.9 Section 409A. Anything herein to the contrary notwithstanding, any earned amount payable to Grantee hereunder shall be paid on or deferred until the earliest date as may be required to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. IN WITNESS WHEREOF, the Grantee and the Company have executed this Agreement effective as of the Date of Grant set forth above. GRANTEE NAUTILUS, INC. By:_________________________________________ Signature Signature Print Name Print Name Date NautiIus: Sr. VP Law and Human Resource 6