TIVITY HEALTH, INC. (Form: 8-K, Received: 05/22/2020 17:03:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 22, 2020 (May 20, 2020)

TIVITY HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-19364

62-1117144

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

701 Cool Springs Boulevard

Franklin, Tennessee

37067

(Address of principal executive offices)

(Zip Code)

(800) 869-5311

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock - $.001 par value		TVTY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2020, Tivity Health, Inc. (the “Company”) announced the appointment of Richard M. Ashworth as President and Chief Executive Officer of the Company and as a member of the Board of Directors of the Company (the “Board”), effective June 1, 2020 (the “Start Date”). Mr. Ashworth will succeed Robert J. Greczyn, Jr., Interim Chief Executive Officer of the Company, who will continue to serve as a member of the Board.

Mr. Ashworth previously served as the President of Walgreen Co., where he was responsible for developing the strategies and plans for all Walgreens operations including leadership, development, and management of the business. Mr. Ashworth served as President of Operations of Walgreen Co. from November 2017 to February 2020 and as President of Pharmacy and Retail Operations from 2014 to 2017. In 2013, Mr. Ashworth also led the development and delivery of the healthcare strategy for the strategic partnership with U.K.-based Alliance Boots, which Walgreens later acquired.

In connection with Mr. Ashworth’s appointment as President and Chief Executive Officer, the Company entered into an employment agreement with Mr. Ashworth dated May 20, 2020 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Ashworth will be entitled to receive the following:

•

Annual base salary of $900,000.

•

For fiscal year 2020, Mr. Ashworth will be eligible to receive an annual cash bonus of up to 100% of base salary, subject to such performance objectives as are mutually agreed to by the parties. Beginning in fiscal year 2021, Mr. Ashworth will be eligible to receive an annual cash bonus with a target value equal to 100% of base salary.

•

On or effective as of the Start Date, Mr. Ashworth will be granted:

•

an incentive award of restricted stock units (“RSUs”) with respect to 500,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”). This award will be subject to vesting 50% on the first anniversary of the grant date, 25% on the second anniversary, and 25% on the third anniversary.

•

long-term incentive compensation consisting of the following:

an award of RSUs with respect to 150,000 shares of Common Stock. This award will be subject to vesting in three equal annual installments beginning on the first anniversary of the grant date; and

an award of market stock units (“MSUs”) which have a target value payout with respect to 150,000 shares of Common Stock and a payout range from 50% of target for threshold performance to 300% of target for maximum performance. The MSUs vest at the end of three years from the grant date based on the achievement of certain increases in the price of the Common Stock.

•

Eligibility to participate in benefit plans that are maintained by the Company for senior executive officers generally.

•

Relocation expenses consistent with the Company’s relocation policy for executives and purchase of Mr. Ashworth’s current primary residence at fair market value determined by independent appraisal.

•

Reimbursement of up to $20,000 annually for costs incurred in connection with tax services.

•

Fringe benefits and perquisites at the same level as those benefits are provided by the Company to senior executive officers generally.

The term of the Employment Agreement expires on the third anniversary of the Start Date and renews for successive one-year periods thereafter, unless either party gives written notice to the other party of its intention not to renew the Employment Agreement at least 90 days prior to the end of the then current term. A non-renewal of the Employment Agreement by the Company will be treated as a termination without “cause”, and a non-renewal of the Employment Agreement by Mr. Ashworth will be treated as a termination without “good reason.”

In the event that Mr. Ashworth’s employment is terminated by the Company without “cause” or by Mr. Ashworth for “good reason,” in addition to any accrued but unpaid benefits or obligations as of the date of termination, Mr. Ashworth will be entitled to (i) continued payment of base salary then in effect for 24 months, (ii) a pro rata portion of any annual bonus for the fiscal year in which such termination occurs, based on actual performance, and (iii) a lump sum payment equal to the Company’s estimated obligation for its share of premiums for group health continuation coverage for 24 months.

In the event that Mr. Ashworth’s employment is terminated by the Company without “cause” or by Mr. Ashworth for “good reason” within 12 months following a “change in control” (as defined in the Employment Agreement), in addition to any accrued but unpaid benefits or obligations as of the date of termination and a pro rata portion of any annual bonus for the fiscal year in which such termination occurs, based on the greater of target or actual performance, Mr. Ashworth will be entitled to a lump sum payment equal to (i) the base salary then in effect for a total of 30 months, (ii) a bonus in respect of the greater of (x) the year prior to the occurrence of the change in control and (y) the year in which the termination occurs, and (iii) the Company’s estimated obligation for its share of premiums for group health continuation coverage for 24 months.

In the event of termination of Mr. Ashworth’s employment, the vesting, settlement and exercisability (if applicable) of all equity incentive awards held by Mr. Ashworth at the time of termination will be governed by the terms of the applicable award agreements.

For 24 months following the termination of Mr. Ashworth’s employment for any reason, he will be subject to confidentiality, non-competition, and non-solicitation restrictions.

The Employment Agreement includes other customary terms, including with respect to termination for cause, death, and disability. The foregoing description of the Employment Agreement and the equity awards to be granted pursuant thereto is qualified in its entirety by reference to the full text of the Employment Agreement and the related equity award agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 and incorporated herein by reference.

There are no arrangements or understandings between Mr. Ashworth and any other persons pursuant to which the Company has selected him to serve following the Start Date as the Company’s President and Chief Executive Officer and as a member of the Board, other than as set forth in the Employment Agreement. There are no family relationships between Mr. Ashworth and any previous or current officers or directors of the Company, and Mr. Ashworth has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than as set forth in the Employment Agreement.

Item 7.01. Regulation FD Disclosure.

On May 21 and 22, 2020, the Company issued press releases announcing Mr. Ashworth's appointment as President and Chief Executive Officer of the Company and inducement grants to Mr. Ashworth under Nasdaq Listing Rule 5635(c)(4), respectively. The text of the press releases is attached hereto as Exhibits 99.1 and 99.2.

The information furnished pursuant to this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.
Exhibit 10.1		Employment Agreement, dated May 20, 2020, between the Company and Richard M. Ashworth

Exhibit 10.2		Form of Restricted Stock Unit Award Agreement for Mr. Ashworth (Inducement Award)
Exhibit 10.3		Form of Restricted Stock Unit Award Agreement for Mr. Ashworth (LTI)
Exhibit 10.4		Form of Market Stock Unit Award Agreement for Mr. Ashworth (LTI)
Exhibit 99.1		Press Release issued by the Company, dated May 21, 2020

Exhibit 99.2		Press Release issued by the Company, dated May 22, 2020

Exhibit 104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIVITY HEALTH, INC.

	By:		/s/ Adam Holland
			Name: Adam Holland
			Title: Chief Financial Officer

Date: May 22, 2020

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated May 20, 2020 (the “Effective Date”), is by and between Tivity Health, Inc., a Delaware corporation (“Company”), and Richard M. Ashworth (“Executive”).

WHEREAS, the Company desires to employ the Executive as Chief Executive Officer (“CEO”) of the Company, and the Executive desires to hold such position upon the terms and subject to the conditions of this Agreement; and

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employment relationship of the Executive with the Company.

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

I.	EMPLOYMENT. The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, upon the terms and subject to the conditions set forth herein.

II.

TERM. The term of employment of the Executive pursuant to this Agreement (as the same may be extended, the “Term”) shall begin as of June 1, 2020 (the “Start Date”) and continue until the earlier of (i) the Date of Termination (as defined below) or (ii) 11:59 pm Central time on the third anniversary of the Start Date. Unless terminated prior to the third anniversary of the Start Date in accordance with the terms hereof, the Term shall automatically renew for successive one-year periods upon the terms and subject to the conditions set forth herein, commencing June 1, 2023 unless either the Company or the Executive gives the other party written notice, at least ninety (90) days prior to the end of such initial or extended Term, of its or his intention not to renew this Agreement or the employment of the Executive. A non-renewal of the Term by the Company in accordance with this Section II shall be treated as a termination without Cause (as defined below), and a non-renewal of the Term by Executive in accordance with this Section II shall be treated as a termination without Good Reason (as defined below).

III.

POSITION. During the Term, the Executive shall serve as CEO of the Company performing duties commensurate with the position and such additional duties as may be assigned by the Board of Directors of the Company (the “Board”). On or promptly following the Effective Date, Executive shall be appointed to the Board. During the Term, the Company shall nominate Executive to the Board at the expiration of each term as a director, and shall use its commercially reasonable efforts to cause the Executive to be re-elected to the Board at the expiration of each term as a director and to have the Executive serve as a member of the Board throughout his service during the Term. If re-elected by the Company’s stockholders, the Executive agrees to serve, without any additional compensation, on the Board, and if asked by the Board, the Executive agrees to serve, without any additional compensation, as a director on the board of directors of any

subsidiary of the Company, and/or in one or more officer positions with the Company and/or any subsidiary of the Company. If the Executive’s employment is terminated for any reason, whether such termination is voluntary or involuntary, the Executive shall resign as a director and officer of the Company (and any of its subsidiaries), such resignation to be effective no later than the Date of Termination.

IV.

DUTIES. During the Term, the Executive shall devote the Executive’s full business time and attention to the business and affairs of the Company and will not engage in any other business activity or serve on the board of any other entity without the prior approval of the Board; provided, however, that the Executive may devote reasonable periods of time to charitable and community activities and/or manage his personal affairs, so long as any such board service and other activities do not interfere, in the Board’s reasonable discretion, with the performance of the Executive’s responsibilities under this Agreement.

V. COMPENSATION / BENEFITS.

Base Salary. The Executive’s initial annual base salary as of the Start Date will be $900,000 (as it may be adjusted as provided herein, the “Base Salary”). The amount of the Base Salary shall be reviewed not less than annually and may, in the sole discretion of the Compensation Committee of the Board (the “Compensation Committee”), be increased from time to time during the Term. The Base Salary shall be payable in substantially equal installments in accordance with the Company’s normal payroll practices, and is subject to all proper taxes and withholding. The Base Salary rate at which the Executive is being compensated on the Date of Termination (disregarding any reduction in Base Salary described in clause (a) of the definition of “Good Reason” set forth in Section VI.F.1 hereof) shall be the Base Salary rate used in determining the severance amounts payable to the Executive hereunder.

Annual Bonus Plan. For fiscal year 2020, Executive will be eligible to receive an annual bonus (“Bonus”) in cash of up to 100% of Base Salary. Bonus for fiscal year 2020 shall be subject to such performance objectives as are mutually agreed to by the parties, and one-third of such Bonus will be paid 90 days after the Start Date. Beginning in fiscal year 2021, Executive will be eligible to receive a Bonus in cash, with a target equal to 100% of Base Salary. The annual bonus program will be established by the Compensation Committee of the Board and may consist of a combination of individual performance objectives and corporate-level performance metrics; provided that the portion of the Executive’s Bonus based on corporate-level performance metrics shall not be less than 75%. Corporate-level performance metrics for the Executive will have a maximum of 200% of target. Except as set forth above, the Bonus shall be structured and paid in accordance with the terms and conditions of the bonus program established by the Compensation Committee of the Board.

Inducement Award. On or effective as of the Start Date, Executive will be granted an inducement award of restricted stock units (“Inducement RSUs”) with respect

to 500,000 shares of common stock, par value $0.001 (“Common Stock”), of the Company. The Inducement RSUs will be subject to the terms and conditions set forth in the applicable award agreement.

LTI Awards. On or effective as of the Start Date, Executive will be granted a long-term incentive award consisting of (1) restricted stock units (“RSUs”) with respect to 150,000 shares of Common Stock and (2) market stock units (“MSUs”) with respect to 150,000 shares of Common Stock (at target). The MSUs will be issued pursuant to the Company’s Second Amended and Restated 2014 Stock Incentive Plan. The RSUs and MSUs will be subject to the terms and conditions set forth in the respective award agreements.

Relocation. Executive hereby acknowledges and agrees that he will relocate his primary residence to the Nashville, Tennessee metropolitan area as soon as reasonably practicable following the Start Date, but in no event later than September 1, 2020. In connection therewith, the Company or its designee shall: (1) purchase Executive’s current primary residence for fair market value, to be determined by the average of two (2) appraisals (or the average of three (3) appraisals in the event the initial appraisals differ by more than ten (10%) percent); and (2) reimburse or pay, as applicable, for all costs related to his relocation consistent with Company's relocation policy for executives, as currently in effect.

Other Benefits. In addition to the benefits specifically provided for herein, during the Term, the Executive shall be entitled to participate in those benefit plans that are maintained by the Company for senior executive officers generally according to the terms of such plans. Additionally, the Executive will be entitled to reimbursement of up to $20,000 annually for costs incurred in connection with tax services. Also, during the Term, the Executive shall be entitled to fringe benefits and perquisites at the same level as those benefits are provided by the Company from time to time to senior executive officers of the Company generally. However, nothing herein shall require the Company to establish and/or maintain any such plans.

VI.

TERMINATION OF AGREEMENT. The Executive’s employment under this Agreement shall not be terminated except as set forth in Section II or this Section VI. Any reference to (i) the date of termination of the Executive’s employment in accordance with Section II or (ii) the date of delivery of a notice of termination or resignation by either the Company or the Executive in this Section VI shall constitute the “Date of Termination,” unless otherwise set forth herein. For purposes of this Agreement, the Executive will be deemed to have terminated employment when the Executive has a “separation from service” from the Company as determined in accordance with Treasury Regulation 1.409A-1(h).

By Mutual Consent. The Executive’s employment pursuant to this Agreement may be terminated at any time by the mutual written agreement of the Company and the Executive upon such terms as are agreed upon between the parties.

Death. If the Executive dies during the Term of this Agreement, the Company shall pay the Executive’s Base Salary due through the date of the Executive’s death plus any earned, but unpaid, bonus under any applicable bonus plan, which amounts will be paid to the Executive’s designated beneficiary within thirty (30) days of the Executive’s death, with the date of such payment chosen by the Company in its sole discretion. The vesting, settlement and exercisability (if applicable) of any outstanding stock options, restricted stock, restricted stock units and any other equity or special incentives (collectively, “Incentive Awards”), shall be governed by the terms of the applicable award agreements to which the Company and the Executive are parties at the time of the Executive’s death. The Company shall then have no further obligations to the Executive or any representative of the Executive’s estate or heirs, except that the Executive’s estate or beneficiaries, as the case may be, shall be paid such amounts as may be payable under the Company’s life insurance policies and other plans as they relate to benefits following death then in effect.

Disability

The Executive’s employment may be terminated by written notice by either party to the other party, when:

the Executive suffers a physical or mental disability entitling the Executive to long-term disability benefits under the Company’s long-term disability plan, if any, or

in the absence of a Company long-term disability plan, the Executive is unable, as reasonably determined by the Board (or any designated Committee of the Board), to perform the essential functions of the Executive’s regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months.

If the Executive’s employment is terminated under this Section VI.C, the Executive shall be entitled to receive:

all Base Salary and benefits due to the Executive through the Date of Termination, plus any earned, but unpaid, bonus under any applicable Bonus Plan (in each case, payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), plus a pro-rata portion of any annual bonus for the year in which the Date of Termination occurs, based on actual Company performance, which pro rata annual bonus amount will be determined after the end of the

fiscal year for which the Bonus Plan was in place and paid in accordance with the terms of such Bonus Plan;

an amount equal to the Executive’s Base Salary for a total of twenty-four (24) months following the Date of Termination, reduced by any disability insurance payments the Executive receives as a result of the Executive’s disability, which shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination; and

a lump sum amount, payable by the Company concurrent with the payment provided for in Section VI.C.2.a hereunder, equal to the Company’s estimated obligation (as determined by the Company in the reasonable exercise of its discretion) for its share of the cost of premiums, and related administrative fees, for group health (medical, dental and vision) continuation coverage for the Executive and the Executive’s eligible dependents, for substantially the same level of benefits as in effect immediately prior to the Date of Termination and for a period equal to twenty-four (24) months. Notwithstanding the foregoing, if the Company’s payment pursuant to the foregoing sentence would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties, under the Patient Protection and Affordable Care Act of 2010 (“PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA.

The vesting, settlement and exercisability (if applicable) of all Incentive Awards shall be governed by the terms of the applicable award agreements to which the Company and the Executive are parties on the Date of Termination.

By the Company for Cause

The Executive’s employment may be terminated by the Company by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall constitute “Cause” for termination):

the continued failure by the Executive to substantially perform the Executive’s duties after written notice and failure to cure within sixty (60) days;

conviction of a felony or engaging in misconduct which is materially injurious to the Company, monetarily or to its reputation or

otherwise, or which would damage Executive’s ability to effectively perform the Executive’s duties; or

willful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days.

If the Executive’s employment is terminated under this Section VI.D, the Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, and no more.

By the Company Without Cause

The Executive’s employment may be terminated by the Company at any time without Cause by delivery of a written notice of termination to the Executive. If the Executive’s employment is terminated under this Section VI.E, the Executive shall be entitled to receive:

an amount equal to the Executive’s Base Salary for a total of twenty-four (24) months following the Date of Termination, which shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination; and

a lump sum amount, payable by the Company concurrent with the payment provided for in Section VI.E.1.a hereunder, equal to the Company’s estimated obligation (as determined by the Company in the reasonable exercise of its discretion) for its share of the cost of premiums, and related administrative fees, for group health (medical, dental and vision) continuation coverage for the Executive and the Executive’s eligible dependents, for substantially the same

level of benefits as in effect immediately prior to the Date of Termination and for a period equal to twenty-four (24) months. Notwithstanding the foregoing, if the Company’s payment pursuant to the foregoing sentence would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties, under PPACA and related regulations and guidance promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA.

By the Executive for Good Reason

The Executive’s employment may be terminated by the Executive by written notice of the Executive’s resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute “Good Reason” for resignation:

a reduction in the Executive’s Base Salary (unless such reduction is part of an across the board reduction affecting all senior officers of the Company);

except for relocation to the Nashville, Tennessee metropolitan area, a requirement by the Company to relocate the Executive to a location that is greater than twenty-five (25) miles from the location of the office in which the Executive performs the Executive’s duties hereunder at the time of such relocation;

in connection with a Change in Control, a failure by the successor person or entity, or the Board, either to honor this Agreement or to present the Executive with an employment agreement containing provisions substantially similar to this Agreement or otherwise satisfactory to the Executive and which is executed by the Executive; or

a reduction in the Executive’s title, or a material and adverse change in the Executive’s status and responsibilities, or the assignment to the Executive of duties or responsibilities which are materially inconsistent with the Executive’s title and responsibilities, including following a Change in Control, if the Executive no longer serves as the Chief Executive Officer of the acquiring or successor company reporting to the board of directors (or other governing body) of such entity.

The Executive shall give the Company written notice of the Executive’s intention to resign for Good Reason (stating the reason therefor) within sixty (60) days after the occurrence of one of the events stated in Section VI.F.1.a, b, c or d above (collectively, the “Good Reason Events”), and the Company shall have sixty (60) days (the “Cure Period”) thereafter to rescind the Good Reason Event(s), in which event the Executive no longer shall have the right to resign for Good Reason. If the Company fails to rescind the Good Reason Event(s) before the expiration of the Cure Period, then the Executive may resign for Good Reason and receive the benefits described below so long as the resignation for Good Reason occurs within sixty (60) days following the expiration of the Cure Period, otherwise the right to resign on the basis of that Good Reason Event(s) shall be deemed to have been waived. If the Executive resigns for Good Reason, the Executive shall be entitled to receive:

an amount equal to Executive’s Base Salary for a total of twenty-four (24) months following the Date of Termination, which shall be paid to the Executive periodically at the regular payroll dates commencing as of the Date of Termination; and

a lump sum amount, payable by the Company concurrent with the earlier payment provided for in Section VI.F.2.a hereunder, equal to the Company’s estimated obligation (as determined by the Company in the reasonable exercise of its discretion) for its share of the cost of premiums, and related administrative fees, for group health (medical, dental and vision) continuation coverage for the Executive and the Executive’s eligible dependents, for substantially the same level of benefits as in effect immediately prior to the Date of Termination and for a period equal to twenty-four (24) months. Notwithstanding the foregoing, if the Company’s payment pursuant to the foregoing sentence would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties, under PPACA and related regulations and guidance

promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA.

By the Executive Without Good Reason

The Executive may terminate the Executive’s employment at any time by delivery of a written notice of resignation to the Company no less than sixty (60) days and no more than ninety (90) days prior to the effective date of the Executive’s resignation.

The Executive shall receive all Base Salary and benefits due under this Agreement through the Date of Termination, and no more.

On or Following a Change in Control

If the Executive’s termination of employment without Cause (pursuant to Section VI.E) or for Good Reason (pursuant to Section VI.F) occurs on or within twelve (12) months following a Change in Control, the Executive shall be entitled to receive:

all Base Salary and benefits due to the Executive through the Date of Termination, plus any earned, but unpaid, bonus under any applicable Bonus Plan (in each case, payable within thirty (30) days of the Date of Termination, with the date of such payment determined by the Company in its sole discretion), plus a pro-rata portion of any annual bonus for the year in which the Date of Termination occurs, based on the greater of target or actual Company performance, which pro rata annual bonus amount will be determined after the end of the fiscal year for which the Bonus Plan was in place and paid in accordance with the terms of such Bonus Plan;

an amount equal to the sum of (i) Executive’s Base Salary for a total of thirty (30) months following the Date of Termination and (ii) bonus in respect of the greater of (A) the year prior to the occurrence of the Change in Control and (B) the year in which the Date of

Termination occurs (in each case of (i) and (ii), payable in a lump sum within thirty (30) days of the Date of Termination); and

a lump sum amount, payable by the Company concurrent with the payment provided for in Section VI.H.1.a hereunder, equal to the Company’s estimated obligation (as determined by the Company in the reasonable exercise of its discretion) for its share of the cost of premiums, and related administrative fees, for group health (medical, dental and vision) continuation coverage for the Executive and the Executive’s eligible dependents, for substantially the same level of benefits as in effect immediately prior to the Date of Termination and for a period equal to twenty-four (24) months. Notwithstanding the foregoing, if the Company’s payment pursuant to the foregoing sentence would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties, under PPACA and related regulations and guidance promulgated thereunder, the parties agree to reform such sentence in such manner as is necessary to comply with PPACA.

Payments pursuant to this Section VI.H shall be made in lieu of, but not in addition to, any payment under any other paragraph of this Section VI.

For the purposes of this Agreement, a “Change in Control” shall mean any of the following events:

any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company’s securities having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation

or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction.

Notwithstanding the foregoing, to the extent that (i) any payment under this Agreement is payable solely upon or following the occurrence of a Change in Control and (ii) such payment is treated as “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), a Change in Control shall mean a “change in the ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the assets of the Company” as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulations.

Notwithstanding any other provision of this Agreement to the contrary, if any payments or benefits Executive would receive from the Company pursuant to this Agreement or otherwise (collectively, the “Payments”) would, either separately or in the aggregate, (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments will be adjusted to equal the Reduced Amount. The “Reduced Amount” will be either (1) the entire amount of the Payments, or (2) an amount equal to the largest portion of the Payments that would result in no portion of any of the Payments (after reduction) being subject to the Excise Tax, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s receipt, on an after-tax basis, of the greatest amount of the Payments. If a reduction in the Payments is to be made so that the amount of the Payments equals the Reduced Amount, the Payments will be paid only to the extent permitted under the Reduced Amount alternative; provided, that in the event the Reduced Amount is paid, the Payments shall be reduced in a manner that maximizes Executive’s economic position. In applying these principles, any reduction or elimination of the Payments shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

Release of Claims. The Company shall not be required to make the payments and provide the benefits specified in Sections VI.C through VI.H, other than accrued but unpaid Base Salary, earned but unpaid Bonus and benefits due to the Executive through the Date of Termination (the “Accrued Amounts”), unless (1) the

Executive has executed and delivered to the Company an enforceable release of claims in the form attached as Exhibit A hereto (the “Release”); (2) the Release becomes irrevocable within 30 days following the Date of Termination, and (3) Executive continues to comply with Executive’s restrictive covenants obligations to the Company as set forth in Section IX. Any payments or benefits specified in Sections VI.C through VI.H, other than the Accrued Amounts, payable during such thirty (30) day period shall be withheld and shall be paid to the Executive on the first payroll date following on or after the thirtieth (30th) day following the Executive’s termination of employment. In the event the release is not executed and delivered to the Company in accordance with this Section VI.I, the payments and benefits specified in Sections VI.C through VI.H, other than the Accrued Amounts, shall be forfeited.

Delay of Payments Pursuant to Section 409A. It is intended that (1) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v). Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date the Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, the Executive is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided to the Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement then such payments shall be delayed until the date that is six months after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of the Executive’s death. Any payments delayed pursuant to this Section VI.J shall be made in a lump sum on the first day of the seventh month following the Executive’s “separation from service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of the Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of Executive’s employment or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, such amount shall be paid in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations, including (i) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred,

and (iii) any such reimbursement or payment may not be subject to liquidation or exchange for another benefit. In addition, notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A of the Code and the Treasury Regulations promulgated thereunder be subject to offset by any other amount unless otherwise permitted by Section 409A of the Code. For the avoidance of doubt, any payment due under this Agreement within a period following Executive’s termination of employment or other event, shall be made on a date during such period as determined by the Company in its sole discretion.

VII.	REPRESENTATIONS. The Executive represents and warrants that the Executive is not a party to any agreement or instrument which would prevent the Executive from entering into or performing the Executive’s duties in any way under this Agreement.

VIII.

ASSIGNMENT, BINDING AGREEMENT. This Agreement is a personal contract and the rights and interests of the Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by the Executive, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement shall inure to the benefit of and be enforceable by the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee or, if there is no such designee, to the Executive’s estate.

IX.CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION

The Executive acknowledges that:

the business of providing fitness, nutrition, wellness and social connections solutions, as well as weight management, home food delivery and/or well-being support services, coaching, management or any other products or services that the Company provides to its customers as of the Termination Date (collectively, the “Business”; provided, however, that the term “Business” shall not include retailers who resell the Company’s products or products provided by the Company’s competitors) is intensely competitive and that the Executive’s employment by the Company will require that the Executive have access to and knowledge of certain confidential information of the Company, which includes, without limitation, information relating to the Company’s strategy, business plans, financial data, technical information, processes, formulae, compositions, systems, techniques, inventions, computer programs and software developed for the Company, research projects, customer and client lists and data, contracts and other trade secrets, pricing data, sources of supply, personnel records, sales and marketing methods, marketing plans, marketing programs, production,

merchandising systems and plans and other information confidential to the Company (collectively, “Confidential Information”);

the use or disclosure of Confidential Information other than in furtherance of the Business may place the Company at a competitive disadvantage and may do damage, monetary or otherwise, to the Business; and

the engaging by the Executive in any of the activities prohibited by this Section IX shall constitute improper appropriation and/or use of Confidential Information.

The Executive expressly acknowledges the trade secret status of the Company’s Confidential Information and that the Confidential Information constitutes a protectable business interest of the Company. Other than as may be required in the performance of the Executive’s duties, Executive expressly agrees not to use or disclosure such Confidential Information to anyone outside the Company without prior permission of the Company.

The “Company” (which shall be construed to include the Company, its subsidiaries and their respective affiliates, including without limitation, Nutrisystem, Inc. and its subsidiaries and affiliates) and the Executive agree that for a period of twenty-four (24) months after the Date of Termination (for any reason, except as provided in Section IX.C below):

The Executive shall not engage in Competition, as defined below, with the Company or its subsidiaries within any market where the Company is conducting the Business at the time of termination of the Executive’s employment hereunder. For purposes of this Agreement, “Competition” by the Executive shall mean the Executive’s being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting the Executive’s name to be used in connection with the activities of any entity engaged in the Business; provided that, it shall not be a violation of this Section IX.B.1 for the Executive to become the registered or beneficial owner of less than five percent (5%) of any class of the capital stock of any one or more competing corporations registered under the Exchange Act, provided, that the Executive does not participate in the business of such corporation until such time as this covenant expires; and

The Executive shall not, directly or indirectly, for the Executive’s benefit or for the benefit of any other person or entity, do any of the following:

solicit from any customer, doing business with the Company as of the Date of Termination, business of the same or of a similar nature to the Business of the Company with such customer;

solicit from any known potential customer of the Company business of the same or of a similar nature to that which, to the knowledge of the Executive, has been the subject of a written or oral bid, offer or proposal by the Company, or of substantial preparation with a view to making such a bid, proposal or offer, within twenty-four (24) months prior to the Date of Termination; or

recruit or solicit the employment or services of any person who was employed by the Company as of the Date of Termination and is employed by the Company at the time of such recruitment or solicitation.

The Executive acknowledges that the services to be rendered by the Executive to the Company are of a special and unique character, which causes this Agreement to be of significant value to the Company, the loss of which may not be reasonably or adequately compensated for by damages in an action at law, and that a breach or threatened breach by the Executive of any of the provisions contained in this Section IX will cause the Company irreparable injury. The Executive therefore agrees that the Company will be entitled, in addition to any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security, enjoining or restraining the Executive from any such violation or threatened violations. The Executive acknowledges that the terms of this Section IX and its obligations are reasonable and will not prohibit the Executive from being employed or employable in the health care industry.

The period during which the prohibitions set forth in Section IX.B are in effect shall be extended by any period or periods during which the Executive is in violation of Section IX.B.

If any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the fullest extent permitted by law.

INVENTIONS AND PATENTS. The Executive agrees that all processes, technologies and inventions (collectively, “Inventions”), including new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed, invented or made by him during the Term shall belong to the Company, provided that such Inventions grew out of the Executive’s work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials. The Executive shall further (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and

foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive’s inventorship.

XI.

INTELLECTUAL PROPERTY. Notwithstanding and without limiting the provisions of Section X, the Company shall be the sole owner of all the products and proceeds of the Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with or during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive’s right to receive payments hereunder), the Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.

XII.

ENTIRE AGREEMENT. This Agreement contains all the understandings between the parties pertaining to the matters referred to herein, and supersedes any other undertakings and agreements, whether oral or written, previously entered into by them with respect thereto. The Executive represents that, in executing this Agreement, the Executive does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter or effect of this Agreement or otherwise and that Executive has had the opportunity to be represented by counsel of the Executive’s choosing.

XIII.

AMENDMENT OR MODIFICATION; WAIVER. No provision of this Agreement may be amended or waived, unless such amendment or waiver is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

XIV.

NOTICES. Any notice to be given hereunder shall be in writing and shall be deemed given when delivered personally, sent by courier, facsimile or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice in writing:

To the Executive at:To the Company at:

Address on File at Tivity Health

Tivity Health, Inc.

701 Cool Springs Blvd.

Franklin, TN 37067

Attn: Legal Department

Any notice delivered personally or by courier shall be deemed given on the date delivered. Any notice sent by facsimile, registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date transmitted by facsimile or mailed.

XV.

SEVERABILITY. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

XVI.	SURVIVORSHIP. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

XVII.

GOVERNING LAW; VENUE. This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without regard to the principles of conflicts of law thereof, and venue for any dispute shall be the United States District Court for the Middle District of Tennessee.

XVIII.

ATTORNEYS’ FEES. The Company shall reimburse Executive for the reasonable attorneys’ fees incurred by him relating to the negotiation and documentation of this Agreement and any related agreements, subject to a maximum of $15,000.

XIX.

D&O COVERAGE; INDEMNIFICATION. During the Term, the Company shall maintain, for the benefit of the Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company for any other officer or director. In addition, the Executive shall be indemnified by the Company for acts taken within the scope of his employment with the Company or service on the Board to the maximum extent permitted by applicable law. The Executive’s rights under this Section XIX shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto.

XX.

WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. THE PROVISIONS OF THIS SECTION XX SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

XXI.	HEADINGS. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

XXII.

COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement effective as of date set forth above.




Date:	May 20, 2020	By:	/s/ Richard M. Ashworth
			Richard M. Ashworth


		TIVITY HEALTH, INC.

Date:	May 20, 2020	By:	/s/ Anthony Sanfilippo
		Name:	Anthony Sanfilippo
		Title:	Chairman of the Board of Directors

[Signature Page to Employment Agreement]

EXHIBIT A

RELEASE OF CLAIMS

In connection with the termination of my employment with Tivity Health, Inc. (the “Company”) effective as of __________ ________, and in consideration of the payments and other benefits set forth in the Employment Agreement (the “Employment Agreement”) dated May 20, 2020 between me and Tivity Health, Inc. (the “Company”), I, Richard M. Ashworth, hereby furnish the Company, with the following release and waiver (“Release and Waiver”).

In exchange for the consideration provided to me by the Company, that I am not otherwise entitled to receive, I, on behalf of myself, my executors, heirs, administrators, and assigns, hereby release and forever discharge the Company together with its directors, managers, officers, employees, members, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (the “Released Parties”), from any and all claims, liabilities and obligations, both known and unknown, suspected or claimed against any of the Released Parties related to (a) my employment with the Company or the termination of that employment; (b) my compensation or benefits from the Company or any of the Released Parties, including, but not limited to, salary, bonuses, commissions, vacation pay, severance pay, or fringe benefits, except to the extent provided below; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, to the extent related to my employment with the Company or the termination of that employment; (d) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy, to the extent related to my employment with the Company or the termination of that employment; (e) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967 (“ADEA”), and the Employee Retirement Income Security Act; each as may be amended from time to time, to the extent related to my employment with the Company or the termination of that employment; and (f) any applicable local, state or federal equal employment opportunity or anti-discrimination law, statute, policy, order, ordinance or regulation, to the extent related to my employment with the Company or the termination of that employment.

Nothing in this Release and Waiver shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits. In addition, nothing in this Release and Waiver will be construed to affect any of the following claims, all rights in respect of which I reserve : (a) reimbursement of unreimbursed business expenses properly incurred prior to my termination date in accordance with the Company’s policy; (b) claims under the equity award agreements in respect of vested restricted stock units or performance stock units held by me as of the date hereof solely in my capacity as a holder thereof as detailed on Exhibit A hereto; (c) claims as an equityholder in the Company (including any rights I have arising under operative documents applicable to me in such capacity); (d) any vested benefits to which I am entitled under any employee benefit plans or programs of the Company in which I participate; (e) any claim for unemployment compensation or workers’ compensation administered by a state government to which I am presently or may become entitled; (f) any claim that the Company has breached this Release and Waiver; and (g) indemnification as an officer or director of the Company (including as a fiduciary of any employee benefit plan), or inclusion as a beneficiary of any insurance policy related to my service in such capacity.

I acknowledge and agree that as of the date I execute this Release and Waiver, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraphs, or that I have fully disclosed to the Company, in writing, any such matters.

I represent and warrant that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against the Company regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of the Company. I acknowledge that in accordance with 29 C.F.R. § 1625.23(b), this covenant not to sue is not intended to preclude me from bringing a lawsuit to challenge the validity of the release language contained in this Release and Waiver.

Moreover, I agree that this Release and Waiver will not prevent me from filing a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”), or its equivalent state or local agencies, or otherwise participating in an administrative investigation. However, to the fullest extent permitted by law, I agree to relinquish and forgo all legal relief, equitable relief, statutory relief, reinstatement, back pay, front pay, and any other damages, benefits, remedies, and relief to which I may be entitled as a result of any claim, charge, or complaint against the Company and agree to forgo and relinquish reinstatement, all back pay, front pay, and other damages, benefits, remedies, and relief that I could receive from claims, actions, or suits filed or charges instituted or pursued by any agency or commission based upon or arising out of the matters that are released and waived by this Release and Waiver. The parties intend that this paragraph and the release of claims herein be construed as broadly as lawfully possible.

I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the Release and Waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I should consult with an attorney prior to executing this Release and Waiver; (c) I have twenty-one (21) days in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the eighth day after I execute this Release and Waiver and the revocation period has expired.

I acknowledge my continuing obligations under Section IX of the Employment Agreement and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my obligations under Section IX of the Employment Agreement.

This Release and Waiver constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by any member of the Company or any other person released hereunder that is not expressly stated herein. This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company (other than me).

[remainder of page intentionally left blank; signature page follows]

Date:By:

Richard M. Ashworth

TIVITY HEALTH, INC.

Date:By:Name: Anthony Sanfilippo

Title: Chairman of the Board of Directors

Exhibit 10.2

TIVITY HEALTH, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Richard M. Ashworth (the “Grantee”). Terms not otherwise defined herein shall have the meanings given to them in the Grantee’s Employment Agreement, dated May 20, 2020 (as may be amended from time to time, the “Employment Agreement”).

Section 1.Restricted Stock Unit Award. The Grantee is hereby granted 500,000 restricted stock units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of the Company's Common Stock, $.001 par value (the “Stock”), subject to the terms and conditions of this Agreement.

Section 2.Vesting of the Award. Except as otherwise provided in Section 3 and Section 5 below, the Restricted Stock Units will vest at such times (each, a “Vesting Date”) and in the amounts set forth below, as long as the Grantee is serving as an employee of the Company on the Vesting Date.

Vesting Date

Number of Restricted Stock Units

One Year from Grant Date

Two Years from Grant Date

Three Years from Grant Date

250,000

125,000

The Company shall, in its sole discretion, issue (a) one share of Stock (in the aggregate, such shares, the “Distributed Shares”), (b) cash in an amount equal to the closing stock price per share of Stock on the Vesting Date or other date on which the Restricted Stock Units vest pursuant to Section 3 or Section 5 (or if such date is not a trading day, then on the last trading day immediately preceding such date) or (c) a combination of cash and Stock (as described in this Section 2), to the Grantee in settlement of each vested Restricted Stock Unit at or around the time the Restricted Stock Unit vests pursuant to this Agreement. The Distributed Shares, if any, shall be represented by a certificate or by a book-entry in the Company’s records.

Section 3.Forfeiture on Termination of Employment.

3.1.Termination by the Company for Cause. If the Grantee’s employment with the Company is involuntarily terminated for Cause prior to the Vesting Date, then all Restricted Stock Units that have not vested prior to the Date of Termination will be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units. For purposes of this Agreement, the term “Date of Termination” shall have the meaning set forth in the Employment Agreement.

3.2.Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee’s employment with the Company (a) is involuntarily terminated by the Company without Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee’s execution of the release of claims in the form attached to the Employment Agreement, all of the Restricted Stock Units will become fully vested on the Date of Termination and such Restricted Stock Units shall be settled promptly following the Vesting Date (as modified) as provided in Section 2. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Employment Agreement.

3.3.Termination by Death or Disability. If the Grantee’s employment with the Company terminates by reason of death or Disability (as defined in the Employment Agreement), then all of the Restricted Stock Units will become fully vested on the Date of Termination and such Restricted Stock Units shall be settled promptly following the Vesting Date (as modified) as provided in Section 2.

3.4.Other Termination. Subject to Section 5.2, if the Grantee’s employment with the Company terminates for any reason other than as described in Sections 3.1 through 3.3 above (or if Grantee fails to execute the release of claims in the form attached to the Employment Agreement, if applicable), then all Restricted Stock Units that have not vested prior to the Date of Termination will immediately thereupon be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units.

Section 4.Voting Rights and Dividends. The Grantee shall be credited with cash dividend equivalents with respect to each Restricted Stock Unit outstanding at the time (and in the amount) of any payment of dividends to stockholders on a share of Stock, and such dividend equivalents shall accumulate and be paid (in cash, without interest) to the Grantee when and only if the Restricted Stock Units to which they relate become vested and are settled in accordance with this Agreement. The Grantee shall not have any voting rights with respect to the Stock underlying the Restricted Stock Units prior to the issuance of the Distributed Shares. A holder of Distributed Shares shall have full dividend and voting rights as a holder of Stock.

Section 5.Restrictions on Transfer; Change in Control.

5.1.General Restrictions. The Restricted Stock Units shall not be transferable by the Grantee (or his legal representative or estate, as applicable) other than by will or by the laws of descent and distribution. The terms of this Agreement shall be binding on the executors, administrators, heirs and successors of the Grantee.

5.2.Change in Control.

(a)If in connection with a Change in Control, the acquiring corporation (or other successor to the Company in the Change in Control) assumes the Restricted Stock Units, Grantee shall continue to vest in (and receive settlement of) the Restricted Stock Units as provided in Sections 2 and 3 hereof; provided, that if Grantee’s employment with the Company (or its successor company) (a) is involuntarily terminated within 12 months following a Change in Control without Cause, or (b) is terminated by the Grantee for Good Reason within 12 months following a Change in Control, all restrictions imposed on the Restricted Stock Units shall thereupon lapse, the Restricted Stock Units will become fully vested, and the Company (or its successor company) shall thereupon settle the Restricted Stock Units in accordance with Section 2.

(b)If in connection with a Change in Control, the acquiring corporation (or other successor to the Company in the Change in Control) does not assume the Restricted Stock Units, then the Restricted Stock Units shall vest and be settled in Stock issued to the Grantee immediately prior to the Change in Control.

(c)For purposes of this Agreement, a “Change in Control” has the meaning set forth

in the Company’s Second Amended and Restated 2014 Stock Incentive Plan (the “Incentive Plan”).

recipient of the shares represents that he or she is purchasing the shares for investment purposes, and not with a view to resale or distribution.

Section 7.Restricted Stock Units Award Subject to Recoupment Policy. The award of Restricted Stock Units is subject to the Tivity Health, Inc. Compensation Recoupment Policy (the “Policy”), and such Restricted Stock Units, or any amount traceable to the award of Restricted Stock Units, shall be subject to the recoupment obligations described in the Policy.

Section 8.Adjustment. In the event of any merger, reorganization, consolidation, recapitalization, extraordinary cash dividend, stock dividend, stock split or other change in corporate structure affecting the Stock, the number of Restricted Stock Units subject to this Agreement shall be equitably and proportionately adjusted by the Compensation Committee (the “Committee”) of the Board of Directors of the Company in a manner that leaves Grantee in the same or better economic position after such adjustment as compared to prior to such adjustment.

Section 9.Tax Withholding. The Company shall have the right to require the Grantee to remit to the Company, or to withhold from wages or other amounts payable to the Grantee, an amount necessary to satisfy any federal, state and local withholding tax requirements attributable to the vesting and payment of the Restricted Stock Units prior to the delivery of the Distributed Shares, or cash, as applicable, or may withhold from the Distributed Shares an amount of Stock having a Fair Market Value (as such term is defined in the Incentive Plan) equal to such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

Section 10.Confidentiality, Non-Solicitation and Non-Compete. In the event Grantee is adjudged, by final ruling of a court of competent jurisdiction, to have breached any confidentiality, non-solicitation or non-compete covenants to which he is subject, the Restricted Stock Units shall immediately thereupon expire and be forfeited, and the Company shall be entitled to seek other appropriate remedies it may have available in connection with such breach.

Section 11.Miscellaneous.

11.1.Entire Agreement. This Agreement and the Employment Agreement contain the entire understanding and agreement between the Company and the Grantee concerning the Restricted Stock Units granted hereby, and supersedes any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions, or understandings relating to the Restricted Stock Units, either orally or in writing, that are not included in this Agreement and/or the Employment Agreement.

11.2.Employment. By entering into this Agreement, the Company does not give the Grantee any right to continue to be employed by the Company or to be entitled to any remuneration or benefits not set forth in this Agreement or the Employment Agreement.

11.3.Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe, or describe the scope or intent of the provisions of this Agreement.

11.4.Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement.

11.5.Notice. All notices required to be given under this Agreement shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company:Tivity Health, Inc.

701 Cool Springs Blvd

Franklin, Tennessee 37067


To the Grantee:	Richard M. Ashworth
(Grantee name and address)	Address on File
	at Tivity Health

11.6.Amendment. The Committee may amend the terms of this Agreement, prospectively or retroactively, but, subject to Section 8 above, no such amendment shall impair the rights of the Grantee hereunder without the Grantee's consent.

11.7.Governing Law. This Agreement shall be governed and construed exclusively in accordance with the law of the State of Delaware applicable to agreements to be performed in the State of Delaware to the extent it may apply.

11.8.Validity; Severability. If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. If any court determines that any provision of this Agreement is unenforceable but has the power to reduce the scope or duration of such provision, as the case may be, such provision, in its reduced form, shall then be enforceable.

11.9.Interpretation; Resolution of Disputes; Section 409A.

(a)It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of this Agreement, all of which shall be binding upon the Grantee. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes absent manifest error.

(b)Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Stock Units (including any dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the U.S. Treasury Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the Restricted Stock Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, notwithstanding anything herein to the contrary, if at the time of a Grantee’s termination of employment with the Company, the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the

commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Application of the term “termination of employment” or similar terms shall be interpreted consistently with the definition of “separation from service” within the meaning of Section 1.409A-1(h) of the U.S. Treasury Regulations. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code. If the Restricted Stock Units constitute deferred compensation and are subject to Section 409A of the Code, if a release is required for settlement of Restricted Stock Units and if the period in which to consider and revoke the release begins in one taxable year and ends in a second taxable year, such settlement shall not occur until the second taxable year. Notwithstanding anything in this Agreement to the contrary, Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on him, or in respect of any payment or benefit delivered in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold Grantee harmless from any or all such taxes or penalties.

11.10.Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and permitted assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties have caused the Restricted Stock Unit Award Agreement to be duly executed as of the day and year first written above.

TIVITY HEALTH, INC.

Name:

Title:

GRANTEE: Richard M. Ashworth

Online Grant Acceptance Satisfies

Signature Requirement

Exhibit 10.3

TIVITY HEALTH, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

Section 1.Restricted Stock Unit Award. The Grantee is hereby granted 150,000 restricted stock units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of the Company's Common Stock, $.001 par value (the “Stock”), subject to the terms and conditions of this Agreement.

Vesting Date

Number of Restricted Stock Units

One Year from Grant Date

Two Years from Grant Date

Three Years from Grant Date

50,000

Section 3.Forfeiture on Termination of Employment.

3.2.Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee’s employment with the Company (a) is involuntarily terminated by the Company without Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee’s execution of the release of claims in the form attached to the Employment Agreement, the number of Restricted Stock Units scheduled to vest on the nearest future Vesting Date will be accelerated to vest on the Date of Termination and all Restricted Stock Units that have not vested following such acceleration will be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units. For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings set forth in the Employment Agreement. Any

Restricted Stock Units that vest pursuant to this Section 3.2 shall be settled promptly following the Vesting Date (as modified) as provided in Section 2.

3.3.Termination by Death or Disability. If the Grantee’s employment with the Company terminates by reason of death or Disability (as defined in the Employment Agreement), then the number of Restricted Stock Units scheduled to vest on the nearest future Vesting Date will be accelerated to vest on the Date of Termination and all Restricted Stock Units that have not vested following such acceleration will be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units.

Section 5.Restrictions on Transfer; Change in Control.

5.2.Change in Control.

(c)For purposes of this Agreement, a “Change in Control” has the meaning set forth

in the Company’s Second Amended and Restated 2014 Stock Incentive Plan (the “Incentive Plan”).

Section 6.Restrictive Agreement. As a condition to the receipt of any Distributed Shares, the Grantee (or his legal representative or estate or any third party transferee, as applicable), if the Company so requests, will execute an agreement in form satisfactory to the Company in which the Grantee or such other recipient of the shares represents that he or she is purchasing the shares for investment purposes, and not with a view to resale or distribution.

Section 11.Miscellaneous.

To the Company:Tivity Health, Inc.

701 Cool Springs Blvd

Franklin, Tennessee 37067


To the Grantee:	Richard M. Ashworth
(Grantee name and address)	Address on File
	at Tivity Health

11.9.Interpretation; Resolution of Disputes; Section 409A.

and settlement of such Restricted Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, notwithstanding anything herein to the contrary, if at the time of a Grantee’s termination of employment with the Company, the Grantee is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Application of the term “termination of employment” or similar terms shall be interpreted consistently with the definition of “separation from service” within the meaning of Section 1.409A-1(h) of the U.S. Treasury Regulations. Each payment of Restricted Stock Units (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code. If the Restricted Stock Units constitute deferred compensation and are subject to Section 409A of the Code, if a release is required for settlement of Restricted Stock Units and if the period in which to consider and revoke the release begins in one taxable year and ends in a second taxable year, such settlement shall not occur until the second taxable year. Notwithstanding anything in this Agreement to the contrary, Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on him, or in respect of any payment or benefit delivered in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and the Company shall not have any obligation to indemnify or otherwise hold Grantee harmless from any or all such taxes or penalties.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties have caused the Restricted Stock Unit Award Agreement to be duly executed as of the day and year first written above.

TIVITY HEALTH, INC.

Name:

Title:

GRANTEE: Richard M. Ashworth

Online Grant Acceptance Satisfies

Signature Requirement

Exhibit 10.4

TIVITY HEALTH, INC.

SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN

MARKET STOCK UNIT AWARD AGREEMENT

This MARKET STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and Richard M. Ashworth (the “Grantee”), under the Company's Second Amended and Restated 2014 Stock Incentive Plan (the “Plan”). Terms not otherwise defined herein shall have the meanings given to them in the Grantee’s Employment Agreement, dated May 20, 2020 (as may be amended from time to time, the “Employment Agreement”), or if not defined in the Employment Agreement, then the meanings given to them in the Plan.

Section 1.Market Stock Unit Award; Performance Goals. Subject to adjustment as set forth in Section 8 and/or Exhibit A, the Grantee is hereby granted 150,000 restricted stock units (the “Target Award”) under the Plan, with the specific number of restricted stock units ultimately earned by the Grantee to be determined in accordance with Exhibit A hereto (the “Market Stock Units”). Each Market Stock Unit represents the right to receive one share of the Company's Common Stock, $.001 par value (the “Stock”), subject to the terms and conditions of this Agreement and the Plan. Except as otherwise provided in Section 3 or Section 5.2, before the Market Stock Units will be earned and settled, the Committee shall determine the level of achievement of the Performance Goals described in Exhibit A hereto which the Committee shall do as soon as reasonably practicable after the third anniversary of the Start Date (as defined in the Employment Agreement) (the “End Date of the Performance Period”, and such period, the “Performance Period”), but in no event later than seventy-five (75) days following such End Date of the Performance Period. Any Market Stock Units that are not earned as a result of the level of achievement of the Performance Goals as of the End Date of the Performance Period shall be immediately forfeited as of the End Date of the Performance Period.

Section 2.Vesting of the Award. Except as otherwise provided in Section 3 and Section 5.2 below, 100% of the Market Stock Units determined by the Committee to be earned pursuant to Section 1 and Exhibit A will vest on the End Date of the Performance Period (the “Vesting Date”), as long as the Grantee is serving as an employee of the Company on such date. The Company shall, in its sole discretion, issue (a) one share of the Stock (in the aggregate, the “Distributed Shares”), (b) cash in an amount equal to the closing stock price per share of Stock on the Vesting Date or other date on which the Market Stock Units vest pursuant to Section 3 or Section 5 (or if such date is not a trading day, then on the last trading day immediately preceding such date) or (c) a combination of cash and Stock (as described in this Section 2), to the Grantee in settlement of each earned and vested Market Stock Unit at or around the time the Market Stock Unit vests pursuant to this Agreement. The Distributed Shares, if any, shall be represented by a certificate or by a book-entry in the Company’s records.

Section 3.Forfeiture on Termination of Employment.

3.1.Termination by the Company for Cause. If the Grantee’s employment with the Company is involuntarily terminated for Cause prior to the Vesting Date, then all Market Stock Units will be forfeited and the Grantee shall have no further rights with respect to such Market Stock Units.

3.2.Termination by the Company without Cause or by the Grantee for Good Reason. If Grantee’s employment with the Company (a) is involuntarily terminated by the Company without Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee’s execution of the release of claims in the form attached to the Employment Agreement, the Vesting Date shall be the Date of Termination, and the number of Market Stock Units that shall vest (the “Pro Rata Amount”) shall be the product of (i) a fraction, the numerator of which is the number of full calendar months during the Performance Period that the Grantee was employed by the Company, and the denominator of which is 36, multiplied by (ii) the number of Market Stock Units that would vest pursuant to Exhibit A if the Performance Goals that had been achieved as of the Date of

Termination had in fact been achieved as of the End Date of the Performance Period (i.e., based on actual performance through the Date of Termination). Any Market Stock Units that vest pursuant to this Section 3.2 shall be settled promptly following the Vesting Date (as modified), but in no event later than seventy-five (75) days following such Vesting Date. For purposes of this Agreement, the term “Date of Termination” shall have the meaning set forth in the Employment Agreement.

3.3.Termination by Death or Disability. If the Grantee’s employment with the Company terminates by reason of death or Disability (as defined in the Employment Agreement), then the Vesting Date shall be the Date of Termination, and the number of Market Stock Units that shall vest shall be the product of (i) a fraction, the numerator of which is the number of full calendar months during the Performance Period that the Grantee was employed by the Company, and the denominator of which is 36, multiplied by (ii) the number of Market Stock Units that would vest pursuant to Exhibit A if the Performance Goals that had been achieved as of the Date of Termination had in fact been achieved as of the End Date of the Performance Period (i.e., based on actual performance through the Date of Termination). Any Market Stock Units that vest pursuant to this Section 3.3 shall be settled promptly following the Vesting Date (as modified), but in no event later than seventy-five (75) days following such Vesting Date.

3.4. Other Termination. Subject to Section 5.2, if the Grantee's employment with the Company terminates for any reason other than as described in Sections 3.1 through 3.3 above (or if Grantee fails to execute the release of claims in the form attached to the Employment Agreement, if applicable), then all Market Stock Units that have not vested prior to the Date of Termination will immediately thereupon be forfeited and the Grantee shall have no further rights with respect to such Market Stock Units.

Section 4.Voting Rights and Dividends. The Grantee shall be credited with cash dividend equivalents with respect to each Market Stock Unit outstanding at the time of any payment of dividends to stockholders on a share of Stock in accordance with the terms set forth in the Plan, and such dividend equivalents shall accumulate and be paid (in cash, without interest) to the Grantee when and only if the Market Stock Units to which they relate become vested and are settled in accordance with this Agreement. The Grantee shall not have any voting rights with respect to the Stock underlying the Market Stock Units prior to the issuance of the Distributed Shares. A holder of Distributed Shares shall have full dividend and voting rights as a holder of Stock.

Section 5.Restrictions on Transfer; Change in Control.

5.1.General Restrictions. The Market Stock Units shall not be transferable by the Grantee (or his legal representative or estate, as applicable) other than by will or by the laws of descent and distribution. The terms of this Agreement shall be binding on the executors, administrators, heirs and successors of the Grantee.

5.2.Change in Control.

(a)If in connection with a Change in Control, the acquiring corporation (or other successor to the Company in the Change in Control) does not assume the Market Stock Units, then

a number of Market Stock Units shall vest and be settled in Stock issued to the Grantee immediately prior to the Change in Control equal to the number of Market Stock Units that would have vested pursuant to Exhibit A on the Vesting Date (i.e., based on actual performance); provided, however, that for purposes of this Section 5.2(a), the End Date of the Performance Period shall be deemed to be the date of the Change in Control.

(b)If in connection with a Change in Control, the acquiring corporation (or other successor to the Company in the Change in Control) assumes the Market Stock Units and if Grantee’s employment with the Company (or its successor company) (i) is involuntarily terminated within 12 months following such Change in Control without Cause, or (ii) is terminated by the Grantee for Good Reason within 12 months following a Change in Control, then subject to Grantee’s execution of the release of claims in the form

attached to the Employment Agreement, the Vesting Date shall be the Date of Termination and the number of Market Stock Units that will be eligible to vest on the Vesting Date shall be equal to the number of Market Stock Units that would have vested pursuant to Exhibit A on such Vesting Date (i.e., based on actual performance); provided, however, that for purposes of this Section

5.2(b), the End Date of the Performance Period shall be deemed to be the date of the Change in Control.

Section 7.Market Stock Units Award Subject to Recoupment Policy. The award of Market Stock Units is subject to the Tivity Health, Inc. Compensation Recoupment Policy (the “Policy”), and such Market Stock Units, or any amount traceable to the award of Market Stock Units, shall be subject to the recoupment obligations described in the Policy.

Section 8.Adjustment. In the event of any merger, reorganization, consolidation, recapitalization, extraordinary cash dividend, stock dividend, stock split or other change in corporate structure affecting the Stock, the number of Market Stock Units subject to this Agreement, as well as the performance criteria set forth on Exhibit A, shall be equitably and proportionately adjusted by the Committee in accordance with the Plan and the intent of this Agreement (without duplication of Section 4) in a manner that leaves Grantee in the same or better economic position after such adjustment as compared to prior to such adjustment.

Section 9.Tax Withholding. The Company shall have the right to require the Grantee to remit to the Company, or to withhold from wages or other amounts payable to the Grantee, an amount necessary to satisfy any federal, state and local withholding tax requirements attributable to the vesting and payment of the Market Stock Units prior to the delivery of the Distributed Shares, or cash, as applicable, or may withhold from the Distributed Shares an amount of Stock having a Fair Market Value equal to such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

Section 10.Plan. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan that do not conflict with this Agreement are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of this Agreement will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

Section 11.Confidentiality, Non-Solicitation and Non-Compete. In the event Grantee is adjudged, by a final ruling of a court of competent jurisdiction, to have breached the confidentiality, non-solicitation or non-compete covenants to which he is subject, the Market Stock Units shall immediately thereupon expire and be forfeited, and the Company shall be entitled to seek other appropriate remedies it may have available in connection with such breach.

Section 12.Miscellaneous.

12.1.Entire Agreement. This Agreement, the Employment Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning the Market Stock Units granted hereby, and supersede any prior or contemporaneous negotiations and understandings. The Company and the Grantee have made no promises, agreements, conditions, or understandings relating to the Market Stock Units, either orally or in writing, that are not included in this Agreement, the Employment Agreement and/or the Plan.

12.2.Employment. By establishing the Plan, granting awards under the Plan, and entering

into this Agreement, the Company does not give the Grantee any right to continue to be employed by the Company or to be entitled to any remuneration or benefits not set forth in this Agreement, the Employment Agreement and/or the Plan.

12.3.Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe, or describe the scope or intent of the provisions of this Agreement.

12.4.Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company and the Grantee will be deemed an original and all of which together will be deemed the same Agreement.

12.5.Notice. All notices required to be given under this Agreement shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

To the Company:Tivity Health, Inc.

701 Cool Springs Blvd

Franklin, Tennessee 37067


To the Grantee:	Richard M. Ashworth
(Grantee name and address)	Address on File
	at Tivity Health

12.6.Amendment. Subject to the restrictions contained in the Plan, the Committee may amend the terms of this Agreement, prospectively or retroactively, but, subject to Section 8 above, no such amendment shall impair the rights of the Grantee hereunder without the Grantee's consent.

12.7.Governing Law. This Agreement shall be governed and construed exclusively in accordance with the law of the State of Delaware applicable to agreements to be performed in the State of Delaware to the extent it may apply.

12.8.Validity; Severability. If, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. If any court determines that any provision of this Agreement is unenforceable but has the power to reduce the scope or duration of such provision, as the case may be, such provision, in its reduced form, shall then be enforceable.

12.9.Interpretation; Resolution of Disputes; Section 409A.

(a)It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes absent manifest error.

(b)Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the Market Stock Units (including any dividend equivalent rights) are intended to qualify as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the U.S. Treasury Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, administration of the Market Stock Units or any dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such Market Stock Units and any dividend equivalent rights in strict compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment with the Company, the Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of Market Stock Units (and related dividend equivalent rights) constitutes a “separate payment” for purposes of Section 409A of the Code. Notwithstanding any other provision of this Agreement, if and to the extent that any payment under this Agreement constitutes non-qualified deferred compensation under Section 409A of the Code (as reasonably determined by the Company and the Grantee), and is payable upon the Grantee’s termination of employment, then such payment shall be made or provided to the Grantee only upon a “separation from service” as defined for purposes of Section 409A of the Code. If the Market Stock Units constitute deferred compensation and are subject to Section 409A of the Code, if a release is required for settlement of Market Stock Units and if the period in which to consider and revoke the release begins in one taxable year and ends in a second taxable year, such settlement shall not occur until the second taxable year.

12.10.Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representative and permitted assignees. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators, successors and assignees.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties have caused the Market Stock Unit Award Agreement to be duly executed as of the day and year first written above.

TIVITY HEALTH, INC.

By:

Name:

Title:

GRANTEE: Richard M. Ashworth

Online Grant Acceptance Satisfies

Signature Requirement

EXHIBIT A

Subject to the remaining provisions of this paragraph, the number of Market Stock Units earned shall be determined based on the cumulative total shareholder return of the Company's Stock over the Performance Period. The cumulative total shareholder return (“TSR”) will be calculated using a beginning price equal to $9.63, and an ending price equal to the trading volume weighted average price of the Company's Stock (“VWAP”) over the period of twenty (20) consecutive trading days ending on the End Date of the Performance Period, and accounting for immediate reinvestment (as of the ex-dividend date) of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) over the Performance Period. In the event Grantee's employment terminates under the circumstances described in Sections 3.2 or 3.3 or the Market Stock Units are settled pursuant to Section 5.2, the ending price shall be equal to the VWAP over the period of twenty (20) consecutive trading days ending on the Date of Termination (or Change in Control, if applicable). For purposes of this Exhibit A, “VWAP” equals (A) the sum of the closing stock price multiplied by the trading volume for each trading day of the 20-day measurement period, divided by (B) the total trading volume over the same period.

The Target Award set forth in Section 1 of this Agreement shall be multiplied by the applicable percentage set forth in the table below (rounded to the nearest full share) with earned amounts between the performance levels set forth in the table to be interpolated linearly as further set forth below.

Exhibit 99.1

Tivity Health Appoints Healthcare Industry Veteran Richard Ashworth President and CEO

Healthcare leader brings wealth of operational, consumer and business development experience

NASHVILLE, Tenn., (May 21, 2020) -- Tivity Health^®, Inc. (Nasdaq: TVTY), a leading provider of fitness, nutrition and social engagement solutions, announced today that its Board of Directors has appointed Richard Ashworth as President and Chief Executive Officer effective June 1. Ashworth most recently served as the president of Walgreens, where he was responsible for developing the strategies and plans for all Walgreens operations including leadership, development and management of the business. He will also serve on Tivity Health’s Board of Directors.

In his nearly 30-year career with Walgreens, Ashworth helped lead the transformation of the brand to become a global leader in pharmacy and health and wellness. Ashworth served as President of Operations from November 2017 to February 2020. Ashworth led the Company’s pharmacy segment as President of Pharmacy and Retail Operations from 2014 to 2017. In 2013, Ashworth also led the development and delivery of the healthcare strategy for the Company’s strategic partnership with U.K.-based Alliance Boots, which Walgreens later acquired.

“We are excited to bring someone with Richard’s extensive background in health and wellness to Tivity Health. Richard has significant experience navigating a rapidly changing healthcare landscape while serving a portfolio of large customers and individual consumers in the intensely competitive retail realm,” said Anthony Sanfilippo, Chairman of the Board of Directors. “We conducted a thorough search and we believe Richard is the right person to lead the Tivity Health team. Richard will leverage our core capabilities in healthcare and consumer-focused nutrition programs to deliver market-leading solutions that focus on profitable revenue growth. With a disciplined approach to managing the business, we are confident Richard will move the Company forward as a leading provider of healthy lifestyle solutions that improve health and lower healthcare costs.”

“Tivity Health is a leader in helping adults adopt healthier behavior through physical activity, nutrition and weight loss, and social engagement solutions. I am excited to partner with our Medicare Advantage clients who invest in the health and well-being of millions of beneficiaries,” said Ashworth. “I look forward to building on the Company’s 30-year history and its deep relationships with health plan clients and employers, while charting a course for growth to build Tivity Health’s trusted brands to deliver even greater value to our shareholders, consumers, clients, partners, and colleagues.”

Richard will be stepping into a role that has been filled by Bob Greczyn, Interim CEO, since February 19, 2020. Greczyn has been a member of the Tivity Health Board of Directors since 2015 and has over 30 years of leadership experience in managed care and healthcare.

“Bob has been an exceptional Interim CEO. In the months that he has led the Company, the country

has been disrupted by a global pandemic which immediately changed how all businesses operate,” said Sanfilippo. “On behalf of the Board, we thank Bob for agreeing to serve as Interim CEO and for actively galvanizing and inspiring our colleagues to move the Company forward. Our Tivity Health team, through Bob’s leadership, and with prompt and innovative action, has continued to serve our members and customers, providing solutions to promote a better and healthier lifestyle. We’re fortunate that we will continue to benefit from Bob’s experience as a member of the Board.”

Ashworth has a Doctor of Pharmacy degree (PharmD), and a master’s degree in business administration. He will be based at Tivity Health’s Franklin, TN campus.

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About Tivity Health, Inc.

Tivity Health^® (Nasdaq: TVTY) is a leading provider of healthy life-changing solutions, including SilverSneakers^®, Nutrisystem^®, Prime^® Fitness, Wisely Well™, South Beach Diet^® and WholeHealth Living^®. We are actively addressing the social determinants of health, defined as the conditions in which we work, live and play. From improving health outcomes to reversing the narrative on inactivity, food insecurity, social isolation and loneliness, we are making a difference and are transforming the way we do health. Learn more at TivityHealth.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain statements that are “forward-looking” statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without limitation, statements that are accompanied by words such as “will,” “expect,” “outlook,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” or other similar words, phrases or expressions and variations or negatives of these words. These forward-looking statements include, but are not limited to, the Company’s statements regarding its future financial performance. Readers of this press release should understand that these statements are not guarantees of performance or results. Many risks and uncertainties could affect actual results and cause them to vary materially from the forward-looking statements.

These risks and uncertainties include, among other things: impacts from the COVID-19 pandemic (including the response of governmental authorities to combat and contain the pandemic and the closure of fitness centers in our national network) on the Company’s business, operations or liquidity; the risk that the significant indebtedness incurred in connection with the acquisition of Nutrisystem, Inc. may limit the Company’s ability to adapt to changes in the economy or market conditions, expose the Company to interest rate risk for the variable rate indebtedness and require a substantial portion of cash flows from operations to be dedicated to the payment of indebtedness; the Company’s ability to service its debt, make principal and interest payments as those payments

become due, and remain in compliance with its debt covenants; the risks associated with changes in macroeconomic conditions (including the impacts of any recession resulting from the COVID-19 pandemic), widespread epidemics, pandemics (such as the current COVID-19 pandemic) or other outbreaks of disease, geopolitical turmoil, and the continuing threat of domestic or international terrorism; the Company’s ability to collect accounts receivable from its customers and amounts due under its sublease agreements; the market’s acceptance of the Company’s new products and services; the Company’s ability to develop and implement effective strategies and to anticipate and respond to strategic changes, opportunities, and emerging trends in the Company’s industry and/or business, as well as to accurately forecast the related impact on the Company’s revenues and earnings; the risk that the Company’s exploration of strategic alternatives for the Nutrition business unit will be unsuccessful in identifying or consummating any strategic alternative that yields additional value for the Company’s stockholders, or that such exploration adversely affects the Nutrition business unit or the Company as a whole; the risk that the Company is unable to achieve the strategic benefits, synergies and growth opportunities that were anticipated in connection with the acquisition of Nutrisystem, either in a timely manner or at all; counterparty risk associated with the Company’s interest rate swap agreements; the Company’s ability to obtain adequate financing to provide the capital that may be necessary to support its current or future operations; the impact of any additional impairment of the Company’s goodwill, intangible assets, or other long-term assets; the risks associated with potential failures of the Company’s information systems, including as a result of telecommuting issues associated with the Company’s employees working remotely; the risks associated with data privacy or security breaches, computer hacking, network penetration and other illegal intrusions of the Company’s information systems or those of third-party vendors or other service providers, which may result in unauthorized access by third parties, loss, misappropriation, disclosure or corruption of customer, employee or the Company’s information, or other data subject to privacy laws and may lead to a disruption in the Company’s business, costs to modify, enhance, or remediate its cybersecurity measures, enforcement actions, fines or litigation against the Company’s, or damage to its business reputation; the impact of any new or proposed legislation, regulations and interpretations relating to Medicare, Medicare Advantage, Medicare Supplement, e-commerce, advertising, and privacy and security laws; the impact of a reduction in Medicare Advantage health plan reimbursement rates or changes in plan design; the Company’s ability to attract, hire, or retain key personnel or other qualified employees and to control labor costs; the risks associated with changes to traditional office-centered business processes and/or conducting operations out of the office in a work-from-home or remote model during adverse situations (e.g., during a crisis, disaster, or pandemic), which may negatively impact productivity and cause other disruptions to the Company’s business; the effectiveness of the reorganization of the Company’s business and the Company’s ability to realize the anticipated benefits; the Company’s ability to effectively compete against other entities, whose financial, research, staff, and marketing resources may exceed its resources; the impact of legal proceedings involving the Company and/or its subsidiaries, products, or services, including any claims related to intellectual property rights; the Company’s ability to enforce its intellectual property rights; the risks associated with deriving a significant concentration of revenues from a limited number of the Company’s Healthcare segment customers, many of whom are health plans; the Company’s ability and/or the ability of its Healthcare segment customers to enroll participants and to accurately forecast their level of enrollment and participation in the Company’s programs in a manner and

within the timeframe anticipated by the Company; the Company’s ability to sign, renew and/or maintain contracts with its Healthcare segment customers and/or the Company’s fitness partner locations under existing terms or to restructure these contracts on terms that would not have a material negative impact

on the Company’s results of operations; the ability of the Company’s Healthcare segment health plan customers to maintain the number of covered lives enrolled in those health plans during the terms of the Company’s agreements; the Company’s ability to add and/or retain paid subscribers in its Prime Fitness program; the impact of severe or adverse weather conditions, the current COVID-19 pandemic, and the potential emergence of additional health pandemics or infectious disease outbreaks on member participation in the Company’s Healthcare segment programs; the impact of healthcare reform on the Company’s business; the effectiveness of the Company’s marketing and advertising programs; loss of, or disruption in the business of, any of the Company’s food suppliers or the Company’s fulfillment provider, or disruptions in the shipping of the Company’s food products for its Nutrition segment; the impact of claims that the Company’s Nutrition segment personnel are unqualified to provide proper weight loss advice; the impact of health- or advertising-related claims by the Company’s Nutrition segment customers; competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; loss of any of the Company’s Nutrition segment third-party retailer agreements and any obligations associated with such loss, or a reduction of orders for Company products by any such third-party retailers or reduced promotion by such third-party retailers of Company products; the Company’s ability to continue to develop innovative weight loss programs and enhance its existing programs, or the failure of the Company’s programs to continue to appeal to the market; the impact of claims from the Company’s Nutrition segment competitors regarding advertising or other marketing practices; the Company’s ability to develop and commercially introduce new products and services; the Company’s ability to receive referrals from existing Nutrition segment customers, a decline in which could adversely impact the Company’s customer acquisition costs; failure to attract spokespersons or negative publicity with respect to any of the Company’s spokespersons; the Company’s ability to anticipate change and respond to emerging trends for customer preferences and the impact of the same on demand for the Company’s services and products; the seasonality of the business of the Company’s Nutrition segment, particularly with respect to diet season; negative publicity with respect to the weight loss industry; the impact of increased governmental regulation on the Company’s Nutrition segment; a significant portion of the Company’s Nutrition segment revenue depends on the Company’s ability to sustain subscriptions of its Nutrition segment’s programs, and cancellations could impact the Company’s future operating results; claims arising from the sale of ingested products; and other risks detailed in the Company’s filings with the Securities and Exchange Commission.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. Except as required by law, the Company undertakes no obligation to update any such forward-looking statements to reflect new information, subsequent events or circumstances.

Investor Relations Contact:Media Relations Contact:

Bob East, WestwickeJill Meyer, Tivity Health

(443) 213-0500Jill.Meyer@TivityHealth.com

Tivity@Westwicke.com

Exhibit 99.2

Tivity Health Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

NASHVILLE, Tenn. (May 22, 2020) -- Tivity Health, Inc. (Nasdaq: TVTY), a leading provider of fitness, nutrition and social engagement solutions, announced today that, in connection with the appointment of Richard Ashworth as President and Chief Executive Officer, effective June 1, 2020, the Company entered into an employment agreement with Ashworth providing for the grant of certain equity upon commencement of employment, including (i) market stock units (“MSUs”) and (ii) two separate grants of restricted stock units (“RSUs”). The first award of RSUs is for 500,000 shares of the Company’s common stock and is intended to partially compensate Ashworth for the forfeited value of certain equity awards upon termination of employment from his prior employer and vests 50% on the first anniversary of the grant, 25% on the second anniversary, and 25% on the third anniversary. The second award of RSUs and the award of MSUs represent equity grants that are long-term incentive compensation intended to cover grants for fiscal years 2020, 2021, and 2022. The second award of RSUs is for 150,000 shares of the Company’s common stock and vests in three equal annual installments beginning on the first anniversary of the grant. The MSUs have a target payout of 150,000 shares of the Company’s common stock and a payout range from 50% of target for threshold performance to 300% of target for maximum performance. The MSUs vest at the end of three years based on the achievement of certain increases in the price of the Company’s common stock.

The MSUs were granted pursuant to the terms of the Company’s Second Amended and Restated 2014 Stock Incentive Plan (“Plan”). Both RSU awards were granted outside of the Plan as an inducement material to Ashworth’s entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

About Tivity Health, Inc.

Investor Relations Contact:Media Relations Contact:

Bob East, WestwickeJill Meyer, Tivity Health

(443) 213-0500Jill.Meyer@TivityHealth.com

Tivity@Westwicke.com