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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the Quarterly Period Ended March 31, 2019

or

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____ to _____

Commission file number 000-19364

TIVITY HEALTH, INC.(Exact name of registrant as specified in its charter)

Delaware 62-1117144(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)

701 Cool Springs Boulevard, Franklin, TN 37067(Address of principal executive offices) (Zip code)

(800) 869-5311(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer ☒ Accelerated filer ☐ Smaller reporting company ☐Non-accelerated filer ☐ 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 providedpursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

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

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

As of April 30, 2019, there were outstanding 47,702,306 shares of the registrant’s common stock, par value $.001 per share (“Common Stock”).

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Tivity Health , Inc.Form 10-Q

Table of Co n te n ts PagePar t I Item 1. Financial Statements 4 Item 2. Mana g em e nt's D i scussi o n and Analys i s of Financ i al Condition a nd R e sult s o f O p eratio n s 27 Item 3. Quantitativ e an d Q u alitativ e D i scl o s u r e s Abou t Mark e t Risk 37 Item 4. Controls a nd Proced u r e s 37 Part II Item 1. Legal Proceedings 38 Item 1A. Risk Factors 38 Item 6. Exhibits 49

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PAR T I

Item 1. Financial Statements

TIVITY HEALTH, INC.CONSOLIDATED BALANCE SHEETS

(In thousan d s, except share and per share data)(Unaudited)

March 31, 2019 December 31, 2018 Current assets:

Cash and cash equivalents $ 18,788 $ 1,933 Accounts receivable, net 120,800 67,139 Inventories 32,469 — Prepaid expenses 13,116 3,655 Income taxes receivable 2,518 720 Other current assets 5,658 4,658

Total current assets 193,349 78,105 Property and equipment, net of accumulated depreciation of $32,927 and $30,711 respectively 47,985 16,341 Right-of-use assets 46,747 — Intangible assets, net 975,729 29,049 Goodwill, net 780,351 334,680 Other long-term assets 26,427 23,904

Total assets $ 2,070,588 $ 482,079 Current liabilities:

Accounts payable $ 88,083 $ 29,103 Accrued salaries and benefits 8,696 6,512 Accrued liabilities 51,576 42,563 Deferred revenue 16,129 582 Income taxes payable 493 — Current portion of debt 44,900 57 Current portion of lease liabilities 14,808 — Current portion of long-term liabilities 1,455 2,255

Total current liabilities 226,140 81,072 Long-term debt 1,066,940 30,589 Long-term lease liabilities 35,166 — Long-term deferred tax liability 225,039 319 Other long-term liabilities 139 1,098 Stockholders' equity: Preferred stock $.001 par value, 5,000,000 shares authorized, none outstanding — — Common Stock $.001 par value, 120,000,000 shares authorized, 47,679,712 and 41,049,418 shares outstanding, respectively 47 41 Additional paid-in capital 491,548 347,487 Retained earnings 53,751 49,655 Treasury stock, at cost, 2,254,953 shares in treasury (28,182) (28,182)

Total stockholders' equity 517,164 369,001 Total liabilities and stockholders' equity $ 2,070,588 $ 482,079

See acco m p a nying not e s to the co n sol i dated fina n c i al statemen t s.

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TIVITY HEALTH, INC.CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousan d s, exce p t ea r nings per s h are data)(Unaudited)

Three Months Ended March 31, 2019 2018

Revenues $ 214,094 $ 149,930 Cost of revenue (exclusive of depreciation and amortization of $2,008 and $975, respectively, included below) 140,338 105,396 Marketing expenses 24,149 2,887 Selling, general and administrative expenses 27,186 8,577 Depreciation and amortization 3,582 1,123 Restructuring and related charges 1,591 —

Operating income 17,248 31,947

Interest expense 7,666 3,454 Income before income taxes 9,582 28,493

Income tax expense 5,368 7,157 Net income 4,214 21,336

Earnings per share:

Basic $ 0.10 $ 0.54 Diluted $ 0.10 $ 0.49

Comprehensive income $ 4,214 $ 21,336 Weighted average common shares and equivalents:

Basic 42,745 39,783 Diluted 43,183 43,589


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TIVITY HEALTH, INC.CONSOLIDATED STAT E MENTS OF COM P REH E NSIVE INCOME

(In thousan d s)(Unaudited)


Net income $ 4,214 $ 21,336 Other comprehensive income — — Comprehensive income $ 4,214 $ 21,336


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TIVITY HEALTH, INC.CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 2019(In thousands)

(Unaudited)

Preferred

Stock Common

Stock

AdditionalPaid-inCapital

RetainedEarnings

(AccumulatedDeficit)

TreasuryStock Total

Balance, December 31, 2017 $ — $ 40 $ 349,243 $ (49,148) $ (28,182) $ 271,953 Comprehensive income — — — 21,336 — 21,336 Exercise of stock options — — 770 — — 770 Tax withholding for share-based compensation — — (894) — — (894)Share-based employee compensation expense — — 1,410 — — 1,410 Balance, March 31, 2018 $ — $ 40 $ 350,529 $ (27,812) $ (28,182) $ 294,575 Balance, December 31, 2018 $ — $ 41 $ 347,487 $ 49,655 $ (28,182) $ 369,001 Comprehensive income — — — 4,214 — 4,214 Issuance of Common Stock in connection with Merger — 6 132,832 — — 132,838 Share-based compensation replacement awards related to Merger and attributableto pre-combination services — — 9,107 — — 9,107 Exercise of stock options — — 234 — — 234 Tax withholding for share-based compensation — — (342) — — (342)Share-based employee compensation expense — — 2,359 — — 2,359 Other — — (129) (118) — (247)Balance, March 31, 2019 $ — $ 47 $ 491,548 $ 53,751 $ (28,182) $ 517,164

See accompanying notes to the consolidated financial statements.

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TIVITY HEALTH, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)(Unaudited)


Cash flows from operating activities: Net income $ 4,214 $ 21,336 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,582 1,123 Amortization and write-off of deferred loan costs 900 522 Amortization of debt discount 389 2,044 Share-based employee compensation expense 2,359 1,410 Deferred income taxes 4,355 7,090 Increase in accounts receivable, net (31,123) (12,712)Decrease in inventory 6,025 — Decrease in other current assets 168 2,037 Increase (decrease) in accounts payable 6,555 (916)Decrease in accrued salaries and benefits (767) (9,007)Increase (decrease) in other current liabilities 5,576 (1,185)Increase in deferred revenue 2,309 — Other 660 625

Net cash flows provided by operating activities $ 5,202 $ 12,367 Cash flows from investing activities:

Acquisition of property and equipment $ (3,898) $ (1,946)Business acquisitions, net of cash acquired (1,062,818) —

Net cash flows used in investing activities $ (1,066,716) $ (1,946) Cash flows from financing activities:

Proceeds from issuance of long-term debt $ 1,274,925 $ 8,400 Payments of long-term debt (167,134) (8,793)Payments related to tax withholding for share-based compensation (342) (894)Exercise of stock options 234 771 Deferred loan costs (30,189) — Change in cash overdraft and other 891 378

Net cash flows provided by (used in) financing activities $ 1,078,385 $ (138) Effect of exchange rate changes on cash $ (16) $ 69 Net increase in cash and cash equivalents $ 16,855 $ 10,352 Cash and cash equivalents, beginning of period $ 1,933 $ 28,440 Cash and cash equivalents, end of period $ 18,788 $ 38,792


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TIVITY HEALTH, INC.NOTES TO CONSOL I DATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In our opinion, the accompanyingconsolidated financial statements of Tivity Health ® , Inc. and its wholly-owned subsidiaries, including the results of Nutrisystem ® , Inc. (“Nutrisystem”) acquired on March 8, 2019, (collectively, “Tivity Health,”the “Company,” or such terms as “we,” “us,” or “our”) reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. Our consolidated statements of operations includeresults of Nutrisystem from March 8, 2019 through March 31, 2019. We have reclassified certain items in prior periods to conform to current classifications.

Following the acquisition of Nutrisystem, we organize and manage our operations within two reportable segments, based on the types of products and services they offer: Healthcare and Nutrition. TheHealthcare segment is comprised of our legacy business and includes SilverSneakers senior fitness, Prime Fitness and WholeHealth Living TM . The Nutrition segment is comprised of Nutrisystem’s legacybusiness and includes the Nutrisystem ® and the South Beach Diet ® products.

We have omitted certain financial information that is normally included in financial statements prepared in accordance with U.S. GAAP but that is not required for interim reporting purposes. You

should read the accompanying consolidated financial statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31,2018.

2. Business Combinations

On December 9, 2018, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nutrisystem, a provider of weight management products and services, and Sweet Acquisition,Inc., a wholly-owned subsidiary of Tivity Health (“Merger Sub”). The Merger Agreement provided that Merger Sub would merge with and into Nutrisystem, with Nutrisystem surviving as a wholly-ownedsubsidiary of Tivity Health (the “Merger”). The Merger was completed o n March 8, 2019 (“Closing”). At Closing, except for certain excluded shares, each share of Nutrisystem common stock outstandingimmediately prior to Closing was converted into the right to receive $38.75 in cash, without interest, and 0.2141 of a share of Tivity Health Common Stock (“Exchange Ratio”) (with cash payable in lieu of anyfractional shares). Nutrisystem shares excluded from the conversion were those shares held by Nutrisystem as treasury stock and shares with respect to which appraisal rights have been properly exercisedin accordance with the General Corporation Law of the State of Delaware.

The acquisition of Nutrisystem enables us to offer, at scale, an integrated portfolio of fitness, nutrition and social engagement solutions to support overall health and wellness and to address weight

management, chronic conditions, and social isolation. The fair value of consideration transferred at Closing was $1.3 billion (“Merger Consideration”), which includes cash consideration, the fair value of thestock consideration, and the fair value of the consideration for Nutrisystem equity awards assumed by Tivity Health that related to pre-combination services (see Note 8). The following table summarizes thecomponents of the Merger Consideration:

(In thousands) Cash paid for outstanding Nutrisystem shares (1) $ 1,138,143 Value of Tivity Health Common Stock issued in the merger (2) 132,838 Value of Nutrisystem stock options (3) 6,020 Value of Tivity Health replacement awards attributable to pre-combination service (4) 9,107

Total Merger Consideration $ 1,286,108

(1) Represents the total cash paid to former Nutrisystem stockholders as cash consideration. This amount is based on the 29,370,594 shares of Nutrisystem common stock issued and outstandingas of Closing and cash consideration of $38.75 per share, plus cash payable in lieu of fractional shares.

(2) Represents the fair value of 6.3 million shares of Tivity Health Common Stock issued for outstanding Nutrisystem shares as stock consideration. This amount is based on (a) 29,370,594Nutrisystem common

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shares issued and outstanding as of Closing, times (b) the Exchange Ratio of 0.2141, times (c) $21.12, which is equal to the volume-weighted averages of the trading price per share of ourCommon Stock for the five consecutive trading days up to and including March 6, 2019.

(3) Represents the fair value of the cash consideration paid for the net settlement of approximately 204,000 Nutrisystem stock options vested and outstanding as of the closing date. In accordancewith the Merger Agreement, each vested and outstanding Nutrisystem stock option was cancelled, and the holder received a cash payment per option equal to approximately $43.27 minus theapplicable exercise price of the stock option.

(4) U nvested restricted stock awards and performance stock units held by Nutrisystem employees were assumed by Tivity Health and converted into time-vesting restricted stock awards and time-vesting restricted stock units, respectively (“Replacement Awards”). The value in the table represents the portion of the fair value of the Replacement Awards that relates to pre-combinationservices.

We performed a valuation analysis of the fair market value of Nutrisystem’s assets and liabilities as of Closing. The following table sets forth an allocation of the Merger Consideration to the identifiable

tangible and intangible assets acquired and liabilities assumed, with the excess recorded to goodwill. This allocation of the Merger Consideration may be subject to revision if new facts and circumstancesarise over the measurement period, which may extend up to one year from Closing.

(In thousands) Cash, cash equivalents, and short-term investments $ 81,217 Accounts receivable 22,639 Inventory 38,494 Prepaid expenses and other current assets 12,345 Property and equipment 31,233 Right-of-use assets 22,145 Intangible assets 948,000 Other assets/liabilities 7,161 Accounts payable (58,253)Accrued salaries and benefits and other liabilities (8,695)Deferred revenue (13,339)Lease liabilities (22,145)Deferred tax liabilities, net (220,365)

Total identifiable assets and liabilities acquired $ 840,437 Goodwill (1) 445,671

Total Merger Consideration $ 1,286,108

(1) Goodwill represents the excess of merger consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled

workforce of experienced personnel at Nutrisystem and synergies expected to be achieved from the combined operations of Tivity Health and Nutrisystem.

We consolidated Nutrisystem’s operating results into our financial statements beginning on March 8, 2019. Refer to Note 16 for revenue and profit recognized from the Nutrition segment during thethree months ended March 31, 2019.

The following financial information presents the pro forma combined company results as if the acquisition of Nutrisystem had occurred on January 1, 2018:

(In thousands) Three Months Ended March 31, 2019 2018 Revenue $ 347,542 $ 360,860 Net loss $ (4,635) $ (29,842)

The above pro forma results are based on assumptions and estimates, which we believe to be reasonable. They are not the operating results that would have been realized had the acquisition actually

closed on January 1, 2018 and are not necessarily indicative of our ongoing combined operating results. The pro forma results include

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adjustments related to purchase accounting, acquisition and integration costs, financing, and amortization of intangible assets. Material non-recurring pro forma adjustments reflected in the pro forma resultsfor the three months ended March 31, 2019 include: (1) the operating results of Nutrisystem from January 1, 2019 to March 7, 2019, (2) acquisition, integration, and restructuri ng costs decrease of $33.4million, and (3) income tax expense decrease of $2.7 million (see Note 9). For the three months ended March 31, 2018, material non-recurring pro forma adjustments reflected in the pro forma results include:(1) cost of revenue in crease of $2.8 million due to the purchase accounting mark-up of inventory, (2) acquisition, integration, and restructuring costs increase of $38.7 million, and (3) i ncome tax increase of$2.7 million ( see Note 9). 3. Re c ent Relevant Acc o unting St a n d ards

On January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”), which requires that lessees recognize assets and liabilities for leases with lease termsgreater than 12 months in the statement of financial position. We elected to recognize the cumulative effect of initially applying the standard as an adjustment to beginning retained earnings as of January 1,2019. The significant majority of our leases are classified as operating leases. As of January 1, 2019, we recognized a right-of-use asset of $27.0 million and lease liabilities of $29.7 million. On March 8,2019, we assumed existing leases from Nutrisystem and recognized additional right-of-use assets and lease liabilities of $22.1 million each. In addition, we elected the following practical expedients availableunder ASC 842: (1) the package of practical expedients whereby we are not required to reassess upon adoption of ASC 842 (a) whether a contract is or contains a lease, (b) lease classification, and (c) initialdirect costs (ASC 842-10-65-1(f)); and (2) the short-term lease measurement and recognition exemption (ASC 842-20-25-2). ASC 842 also requires significant new disclosures about leasing activity .

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other” (“ASU 2017-04”), which simplifies the subsequent measurement of goodwill by eliminating step two from thegoodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests in fiscal years beginning after December 15, 2019 and is required to be applied prospectively. Early adoption isallowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not anticipate that adopting this standard will have an impact on our consolidated financial statementsand related disclosures.

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU2018-13”), which changes the fair value measurement disclosure requirements of ASC 820. ASU 2018-13 is effective for fiscal years beginning on or after December 15, 2019, including interim periodstherein, and is generally required to be applied retrospectively, except for certain components that are to be applied prospectively. Early adoption is permitted for any eliminated or modified disclosures. Wedo not anticipate that adopting this standard will have a material impact on our disclosures.

In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which requiresimplementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in asoftware licensing arrangement. This standard is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. We do not anticipate that adopting this standardwill have a material impact on our consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requirescompanies to measure credit losses for financial assets held at the reporting date utilizing a methodology that reflects current expected credit losses over the lifetime of such assets. ASU 2016-13 is effectivefor the Company on January 1, 2020 and is generally required to be applied using the modified retrospective approach, with limited exceptions for specific instruments. We do not anticipate that adopting thisstandard will have an impact on our consolidated financial statements and related disclosures.

4. Revenue Recognition Beginning in 2018, we account for revenue from contracts with customers in accordance with Accounting Standards Codification (“ASC”) Topic 606. The unit of account in ASC Topic 606 is a

performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over aperiod of time. ASC Topic 606 requires that a

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contract's transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to eachperformance o bligation in the contract based on relative standalone selling prices and recognized as revenue when or as the performance obligation is satisfied.

Healthcare Segment

Our Healthcare segment earns revenue from three programs, SilverSneakers® senior fitness, Prime® Fitness and WholeHealth Living TM . We provide the SilverSneakers senior fitness program tomembers of Medicare Advantage and Medicare Supplement plans through our contracts with such plans. We offer Prime Fitness, a fitness facility access program, through contracts with employers,commercial health plans, and other sponsoring organizations that allow their members to individually purchase the program. We sell our WholeHealth Living program primarily to health plans.

Except for Prime Fitness, our Healthcare segment’s customer contracts generally have initial terms of approximately three years. Some contracts allow the customer to terminate early and/or

determine on an annual basis to which of their members they will offer our programs. The significant majority of our Healthcare segment’s customer contracts contain one performance obligation - to standready to provide access to our network of fitness locations and fitness programming - which is satisfied over time as services are rendered each month over the contract term. There are generally noperformance obligations that are unsatisfied at the end of a particular month. There was no material revenue recognized during the three months ended March 31, 2019 from performance obligations satisfiedin a prior period.

Our fees within the Healthcare segment are variable month to month and are generally billed per member per month (“PMPM”) or billed based on a combination of PMPM and member visits to anetwork location. We bill PMPM fees by multiplying the contractually negotiated PMPM rate by the number of members eligible for or receiving our services during the month. We bill for member visitsapproximately one month in arrears once actual member visits are known. Payments from customers are typically due within 30 days of invoice date. When material, we capitalize costs to obtain contractswith customers and amortize them over the expected recovery period.

Our Healthcare segment’s customer contracts include variable consideration, which is allocated to each distinct month over the contract term based on eligible members and/or member visits each

month. The allocated consideration corresponds directly with the value to our customers of our services completed for the month. Under the majority of our Healthcare segment’s contracts, we recognizerevenue each month using the practical expedient available under ASC 606-10-55-18, which provides that revenue is recognized in the amount for which we have the right to invoice.

Although we evaluate our financial performance and make resource allocation decisions based upon the results of our two reportable segments, we believe the following information depicts how our

Healthcare segment revenues and cash flows are affected by economic factors. The following table sets forth Healthcare revenue disaggregated by program. Revenue from our SilverSneakers program is predominantly contracted with Medicare Advantage and Medicare

Supplement plans. (In thousands) Three Months Ended March 31, 2019 2018 SilverSneakers $ 123,024 $ 120,925 Prime Fitness 28,743 24,734 WholeHealth Living 4,575 4,217 Other 185 54

$ 156,527 $ 149,930

Sales and usage-based taxes are excluded from revenues.

Nutrition Segment

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Our Nutrition segment earns revenue from four sources: direct to consumer , retail, QVC and other. Revenue is measured based on the consideration specified in a contract with a customer andexcludes any sales incentives and amounts collected on behalf of third parties. As explained in more detail below, r evenue is recognized u pon satisfaction of the performance obligation by transferringcontrol over a product to a Nutrition segment customer. Direct-mail advertising costs are expensed as incurred. We recognize an asset for the carrying amount of product to be returned and for costs toobtain a contract if the amortization is more than one year in duration. We expense costs to obtain a contract as incurred if the amortization period is less than one year.

We sell pre-packaged foods directly to weight loss program participants primarily through the Internet and telephone (referred to as the direct to consumer channel), through QVC (a television shopping

network), and select retailers. Pre-packaged foods include both frozen and non-frozen (ready-to-go), shelf-stable products. Products sold through the direct to consumer channel, both frozen and non-frozen, may be sold separately (a la carte) or as part of a packaged monthly meal plan for which Nutrition segment

customers pay at the point of sale. Products sold through QVC are payable by QVC upon our shipment of the product to the end consumer. For both the direct to consumer channel and QVC, we recognizerevenue at a point in time, i.e., at the shipping point. Direct to consumer customers may return unopened ready-to-go products within 30 days after purchase in order to receive a refund or credit. Frozenproducts are non-returnable and non-refundable unless the order is canceled within 14 days after delivery.

Products sold to retailers include both frozen and non-frozen products and are payable by the retailer upon receipt. We recognize revenue at a point in time, i.e., when the retailers take possession of

the product. Certain retailers have the right to return unsold products. We account for the shipment of frozen and non-frozen, ready-to-go products as separate performance obligations. The consideration, including variable consideration for product returns, is allocated

between frozen and non-frozen products based on their standalone selling prices. The amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data. In addition to our pre-packaged foods, we sell prepaid gift cards through a wholesaler that are redeemable through the Internet or telephone. Prepaid gift cards represent grants of rights to goods to be

provided in the future to gift card buyers. The wholesaler has the right to return all unsold prepaid gift cards. The wholesaler’s retail selling price of the gift cards is deferred in the balance sheet and recognizedas revenue when we have satisfied our performance obligation, i.e., when a gift card holder redeems the gift card with us. We recognize breakage amounts (the estimated amount of unused gift cards) asrevenue, in proportion to the actual gift card redemptions exercised by gift card holders in relation to the total expected redemptions of gift cards. We utilize historical experience in estimating the totalexpected breakage and period over which the gift cards will be redeemed.

Sales and other taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a Nutrition

segment customer are excluded from revenue and presented on a net basis. After control over a product has transferred to a Nutrition segment customer, shipping and handling costs associated withoutbound freight are accounted for as a fulfillment cost and are included in revenue and cost of revenue in the accompanying consolidated statements of operations. Revenue from shipping and handlingcharges was $1.8 million for the three months ended March 31, 2019.

The following table sets forth Nutrition segment revenue disaggregated by the source of revenue:

(In thousands) Three Months Ended March 31, 2019 Direct to consumer $ 52,654 Retail 4,304 QVC 522 Other 87

$ 57,567

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

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(In thousands) March 31, 2019 Contract assets $ 480 Contract liabilities $ 14,997

The contract assets primarily relate to unbilled accounts receivable and are included as other current assets in the accompanying consolidated balance sheet. The contract liabilities (deferred revenue)

primarily relate to sale of prepaid gift cards and unshipped foods, which are deferred until such time as the Company has satisfied its performance obligations. Significant changes in the contract liabilities (deferred revenue) balance during the period are as follows:

Three Months Ended March 31, (In thousands) 2019 Revenue recognized that was included in the contract liability (deferred revenue) balance on March 8, 2019 $ (2,752)Increases due to cash received for prepaid gift cards sold or unshipped food, excluding amounts recognized as revenue $ 4,409

The following table includes estimated revenue from the prepaid gift cards expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the

end of the reporting period:

(In thousands) Remaining 2019 $ 10,665 2020 1,303 2021 665 $ 12,633

We apply the practical expedient in subtopic ASC 606-10-50-14 and do not disclose information about remaining performance obligations that have original expected durations of one year or less. We review the reserves for our Nutrition segment customer returns at each reporting period and adjust them to reflect data available at that time. To estimate reserves for returns, we consider actual

return rates in preceding periods and changes in product offerings or marketing methods that might impact returns going forward. To the extent the estimate of returns changes, we will adjust the reserve,which will impact the amount of revenue recognized in the period of the adjustment. The provision for estimated returns for the three months ended March 31, 2019 was $1.4 million. The reserve forestimated returns incurred but not received and processed was $1.3 million at March 31, 2019 and has been included in accrued liabilities in the accompanying consolidated balance sheet . 5. Inventories

Inventories consist principally of packaged food held in external fulfillment locations. We value inventories at the lower of cost or net realizable value, with cost determined using the first-in, first-out

method. We continually assess quantities of inventory on hand to identify excess or obsolete inventory and record a provision for any estimated loss. We estimate the reserve for excess and obsoleteinventory primarily on forecasted demand and/or our ability to sell the products, our ability to introduce new products, future production requirements, and changes in consumer behavior. The reserve forexcess and obsolete inventory was $1.3 million at March 31, 2019 .

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6. Intangible Assets and Goodwill

We amortize intangible assets subject to amortization on a straight-line basis over the applicable useful lives of the identifiable assets. In connection with our acquisition of Nutrisystem on March 8,2019, we recorded the following amounts of intangible assets and goodwill. All of the goodwill was recorded to the Nutrition segment, and none of the goodwill is deductible for tax purposes.

(In thousands) Fair Value Estimated Useful Life (in years) Intangible assets subject to amortization: Tradename - South Beach Diet 9,000 15 Customer list 125,000 7 Retail customer relationship 8,000 10 Noncompetition agreements 6,000 5

Subtotal $ 148,000 Intangible assets not subject to amortization: Tradename - Nutrisystem 800,000 n/a

Total intangible assets $ 948,000 Goodwill 445,671 n/a

In addition, as of March 31, 2019, there was $334.7 million of goodwill and $29 . 0 million of intangible assets not subject to amortization allocated to the Healthcare segment. The change in the carrying amount of goodwill during the three months ended March 31, 2019 was as follows:

(In thousands) Balance, January 1, 2019 $ 334,680 Acquisition of Nutrisystem 445,671 Balance, March 31, 2019 $ 780,351

7. Marketing Expenses

Marketing expense includes media, advertising production, marketing and promotional expenses and payroll-related expenses, including share-based payment arrangements, for personnel engaged inthese activities. For the three months ended March 31, 2019, media expense was $20.3 million. Internet advertising expense is recorded based on either the rate of delivery of a guaranteed number ofimpressions over the advertising contract term or on the cost per customer acquired, depending upon the terms. All other advertising costs are charged to expense as incurred or the first time the advertisingtakes place. At March 31, 2019, $1.4 million of costs have been prepaid for future advertisements and promotions.

Prior to the acquisition of Nutrisystem, Tivity Health historically classified marketing expenses within cost of revenue and selling, general, and administrative expenses, while Nutrisystem presented

marketing expenses in a separate line item. Because marketing expense is material to the combined company and for purposes of comparability, we have reclassified historical Tivity Health marketingexpenses to a separate line for the three months ended March 31, 2019 and 2018.

8 . Share-Based Compensation

We currently have five types of s h ar e -b a s e d awar d s outst a n d ing to our employees and directors: st oc k optio n s, restricted stock awards, r e stricted stock units, performance stock units, andmarket stock u nits. We believe that our s h are- ba sed a w a r d s a lign the inter e sts of o ur emp l oye e s and dir e ct o rs with those of our st o c kho l ders. Each of these award types generally vests overthree or four years.

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During the three months ended March 31, 2019, we granted the following awards to employees of Nutrisystem in replacement of their unvested equity awards as of Closing (“Replacement Awards”): (i)

approximately 258,000 time-vesting restricted stock awards at a fair value of $19.42 per share and (ii) approximately 919,000 time-vesting restricted stock units at a fair value of $19.42 per share. Approximately $9.1 million of the fair value of the Replacement Awards was attributable to pre-combination service and was included in the purchase price of Nutrisystem (see Note 2). Post-combinationexpense related to the Replacement Awards of approximately $13.7 million is expected to be recognized over the remaining post-combination requisite service period.

We recognize share-based compensation expense for the market stock units if the requisite service period is rendered, even if the market condition is never satisfied. For the three months endedMarch 31, 2019, we recognized total share-based compensation costs of $2.4 million, including $0.1 million recorded to restructuring and related charges. For the three months ended March 31, 2018, werecognized total share-based compensation costs of $1.4 million. We account for forfeitures as they occur.

A summary of our stock options as of March 31, 2019 and the changes during the three months then ended is presented below:

Options Shares

(In thousands)

WeightedAverageExercise

PricePer Share

WeightedAverage

RemainingContractual

Term

AggregateIntrinsic Value(In thousands)

Outstanding at January 1, 2019 431 $ 17.83 Granted — — Exercised (35) 10.70 Forfeited — — Expired — — Outstanding at March 31, 2019 396 $ 18.46 4.4 $ 1,262 Exercisable at March 31, 2019 316 $ 13.57 3.3 $ 1,262

The follow i ng table sh o w s a sum m ary of our r e str i cted st o c k awards a s of March 31, 2019, as well a s activit y durin g th e three months then ended:

Restricted Stock Awards

Shares

(In thousands)

Weighted-Average

Grant DateFair Value

Nonvested at January 1, 2019 — $ — Granted — — Replacement Awards 258 19.42 Vested — — Forfeited — — Nonvested at March 31, 2019 258 $ 19.42

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The follow i ng table sh o w s a sum m ary of our r e str i cted st o c k units a s of March 31, 2019, as well a s activit y durin g th e three months then ended:

Restricted Stock Units

Shares

(In thousands)

Weighted-Average


Nonvested at January 1, 2019 271 $ 24.07 Granted 141 19.42 Replacement Awards 919 19.42 Vested (68) 11.42 Forfeited — — Nonvested at March 31, 2019 1,263 $ 20.84

The follow i ng table sh o w s a sum m ary of our performance stock units as of March 31, 2019, a s wel l a s activit y durin g th e three months then ended:

Performance Stock Units

Shares

(In thousands)

Weighted-Average


Nonvested at January 1, 2019 — $ — Granted 103 19.42 Vested — Forfeited — Nonvested at March 31, 2019 103 $ 19.42

The follow i ng table sh o w s a sum m ary of our market stock units as of March 31, 2019, a s wel l a s activit y durin g th e three months then ended:

Market Stock Units

Shares

(In thousands)

Weighted-Average


Nonvested at January 1, 2019 45 $ 18.25 Granted — — Vested — — Forfeited — — Nonvested at March 31, 2019 45 $ 18.25

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9. Incom e Taxes

For the three months ended March 31, 2019 and March 31, 2018, we had an effective income tax rate from continuing operations of 56.0% and 25.1%, respectively. Upon Closing of the Merger, weevaluated the realizability of beginning-of-the-year deferred tax assets and increased the valuation allowance on deferred tax assets related to state net operating loss carryforwards by $1.8 million. Inaddition, we recorded a $0.9 million reduction in deferred tax assets related to state income tax credits. These adjustments increased our income tax expense for the three months ended by March 31, 2019by approximately $2.7 million.

We file income tax returns in the U.S. Federal jurisdiction and in various state and foreign jurisdictions. Tax years remaining subject to examination in the U.S. Federal jurisdiction include 2015 topresent.

10. Leases

On January 1, 2019, we adopted ASC 842 using the modified retrospective approach. Therefore, the comparative information for periods ended prior to January 1, 2019 was not restated. Leases withan initial term of 12 months or less are considered short-term and are not recorded on the balance sheet. We recognize lease expense for these short-term leases on a straight-line basis over the lease term.With the exception of one finance lease related to office equipment, all of our leases are classified as operating leases. We maintain lease agreements principally for our office spaces and certain equipment.In addition, certain of our contracts, such as those with our fulfillment vendor related to our warehouse space or contracts with certain equipment vendors, contain embedded leases. We maintain twosublease agreements with respect to one of our office locations, each of which continues through the initial term of our master lease agreement. Such sublease income and payments, while they reduce ourrent expense, are not considered in the value of the right-of-use asset or lease liability. In the aggregate, our leases generally have remaining lease terms of one to six years, some of which include options toextend the lease for additional periods. Such extension options were not considered in the value of the right-of-use asset or lease liability since it is not probable that we will exercise the options to extend. Ifapplicable, allocations among lease and nonlease components would be achieved using relative standalone selling prices.

Upon adoption of ASC 842, we determined our estimated discount rate for existing leases as of January 1, 2019 based on the incremental borrowing rate that most closely aligned with the remaininglease term and payment schedule, as provided by our financial institution. The discount rate for leases in the Nutrition segment was estimated as of the Closing date of the Merger.

The following table shows the right-of-use assets and lease liabilities recorded on the balance sheet:

March 31, 2019 (In thousands) Right-of-useassets: Operating $ 46,578 Finance 169 Total leased assets $ 46,747 Lease liabilities: Current Operating $ 14,762 Finance 46 Non-current Operating $ 35,043 Finance 123 Total lease liabilities $ 49,974

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The following table shows the components of lease expense:

Three Months Ended March 31, (In thousands) 2019 Finance lease cost:

Amortization of leased assets $ 12 Interest of lease liabilities 2

Operating lease cost 2,716 Short-term lease cost 33

Total lease cost before subleases $ 2,763 Sublease income (1,344)

Total lease cost, net $ 1,419

The following provides information related to the lease term and discount rate as of March 31, 2019:

Weighted Average Remaining Lease Term (years) Operating leases 3.6 Finance leases 3.3 Weighted Average Discount Rate Operating leases 5.4%Finance leases 4.4%

As of March 31, 2019, m aturities of lease liabilities for each of the next five years and thereafter were as follows.

Operating Leases Financing (In thousands)

Lease

Payments SubleaseReceipts Net Leases

Remaining 2019 $ 12,896 $ (4,233) $ 8,663 $ 39 2020 14,828 (5,667) 9,161 52 2021 13,361 (5,699) 7,662 52 2022 11,339 (5,732) 5,607 39 2023 1,947 (956) 991 — 2024 and thereafter 379 — 379 — Total lease payments 54,750 $ (22,287) $ 32,463 182 Less: interest (4,945) (13)Present value of lease liabilities $ 49,805 $ 169

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Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, (In thousands) 2019 Cash paid for amounts included in the measurement of lease liabilities

Operating cash flow attributable to operating leases $ (1,547)Operating cash flow attributable to finance leases (2)Financing cash flows attributable to finance leases (11)

Supplemental noncash information: Right-of-use assets obtained in exchange for operating lease liabilities (1) 48,972 Right-of-use assets obtained in exchange for finance lease liabilities (1) 181

(1) No new leases were entered into during the three months ended March 31, 2019. Amounts shown are due to the adoption of ASC 842 and reflect balances as of January 1, 2019 for the Healthcaresegment and as of March 8, 2019 for the Nutrition segment (i.e., the date of our acquisition of Nutrisystem).

As of December 31, 2018, future minimum lease payments, net of total cash receipts from subleases of $23.7 million, under all non-cancelable operating leases for each of the next five years andthereafter were as follows. As of December 31, 2018, future minimum lease payments under capital leases were not material. (In thousands) Operating Year ending December 31, Leases 2019 $ 4,022 2020 2,040 2021 910 2022 827 2023 136 2024 and thereafter — Total minimum lease payments $ 7,935

11. De b t

The C o mp an y's debt, net of unamortized deferred loan costs and original issue discount, c o ns i sted of the followi n g at March 31, 2019 and December 31, 2018:

(In thousands) March 31, 2019 December 31, 2018 Term Loan A $ 341,000 $ — Term Loan B 824,000 — Delayed draw term loan — 25,000 Revolving credit facility — 5,450 Capital lease obligations and other (1) — 196 1,165,000 30,646 Less: deferred loan costs and original issue discount ("OID") (53,160) — 1,111,840 30,646 Less: current portion (44,900) (57) $ 1,066,940 $ 30,589

(1) Prior to the adoption of ASC 842 on January 1, 2019, our capital leases were recorded as part of debt. Beginning on January 1, 2019, they are classified as financing leases under ASC 842

and are recorded as part of lease liabilities.

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Credit Facility

In connection with the consummation of the Merger, on March 8, 2019, we entered into a new Credit and Guaranty Agreement (the “Credit Agreement”) with a group of lenders, Credit Suisse AG,Cayman Islands Branch, as general administrative agent, term facility agent and collateral agent, and SunTrust Bank, as revolving facility agent and swing line lender (“SunTrust”). The Credit Agreementreplaced our prior Revolving Credit and Term Loan Agreement, dated April 21, 2017 (the “Prior Credit Agreement”), with a group of lenders and SunTrust, as administrative agent. The Credit Agreementprovides us with (i) a $350.0 million term loan A facility (“Term Loan A”), (ii) an $830.0 million term loan B facility (“Term Loan B” and, together with Term Loan A, the “Term Loans”), (iii) a $125.0 millionrevolving credit facility that includes a $35.0 million sublimit for swingline loans and a $50.0 million sublimit for letters of credit (the “Revolving Credit Facility”; Term Loan A, Term Loan B and the RevolvingCredit Facility are sometimes herein referred to collectively as the “Credit Facilities”), and (iv) uncommitted incremental accordion facilities in an aggregate amount at any date equal to the greater of$125.0 million or 50% of our consolidated EBITDA for the then-preceding four fiscal quarters, plus additional amounts based on, among other things, satisfaction of certain financial ratio requirements.

We used the proceeds of the Term Loans, borrowings under the Revolving Credit Facility and cash on hand to pay the Merger Consideration, to repay all of the outstanding indebtedness under thePrior Credit Agreement and all outstanding indebtedness of Nutrisystem under its credit agreement, and to pay transaction costs and expenses. Proceeds of the Revolving Credit Facility also may be used forgeneral corporate purposes of the Company and its subsidiaries.

We are required to repay Term Loan A loans in consecutive quarterly installments, each in the amount of 2.50% of the aggregate initial amount of such loans, payable on June 30, 2019 and on thelast day of each succeeding quarter thereafter until maturity on March 8, 2024, at which time the entire outstanding principal balance of such loans is due and payable in full. We are required to repay TermLoan B loans in consecutive quarterly installments, each in the amount of 0.75% of the aggregate initial amount of such loans, payable on June 30, 2019 and on the last day of each succeeding quarterthereafter until maturity on March 8, 2026, at which time the entire outstanding principal balance of such loans is due and payable in full. We are permitted to make voluntarily prepayments of borrowingsunder the Term Loans at any time without penalty. We are required to repay in full any outstanding swingline loans and revolving loans under the Revolving Credit Facility on March 8, 2024.

Borrowings under the Credit Agreement bear interest at variable rates based on a margin or spread in excess of either (1) one-month, two-month, three-month or six-month LIBOR (or, with theapproval of all lenders holding the particular class of loans, 12-month LIBOR), which may not be less than zero, or (2) the greatest of (a) the prime lending rate of the agent bank for the particular facility,(b) the federal funds rate plus 0.50%, and (c) one-month LIBOR plus 1.00% (the “Base Rate”), as selected by the Company. The LIBOR margin for Term Loan A loans is 4.25%, the LIBOR margin for TermLoan B loans is 5.25% and the LIBOR margin for revolving loans varies between 3.75% and 4.25%, depending on our total net leverage ratio. The Base Rate margin for Term Loan A loans is 3.25%, the BaseRate margin for Term Loan B loans is 4.25% and the Base Rate margin for revolving loans varies between 2.75% and 3.25%, depending on our total net leverage ratio.

The Credit Agreement also provides for annual commitment fees ranging between 0.250% and 0.500% of the unused commitments under the Revolving Credit Facility, depending on our total netleverage ratio, and annual letter of credit fees on the daily outstanding availability under outstanding letters of credit at the applicable LIBOR margin for the Revolving Credit Facility, depending on our total netleverage ratio.

Extensions of credit under the Credit Agreement are secured by guarantees from substantially all of the Company’s active material domestic subsidiaries and by security int erests in substantially allof Company’s and such subsidiaries’ assets.

The Credit Agreement contains a financial covenant that requires us to maintain specified maximum ratios or levels of consolidated total net debt to EBITDA, calculated as provided in the CreditAgreement. The Credit Agreement also contains various other affirmative and negative covenants customary for financings of this type that, subject to certain exceptions, impose restrictions and limitations onthe Company and certain of the Company’s subsidiaries with respect to, among other things, indebtedness; liens; negative pledges; restricted payments (including dividends, distributions, buybacks,redemptions, repurchases with respect to equity interests, and payments, redemptions, retirements, purchases, acquisitions, defeasance, exchange, conversion, cancellation or termination with respect tojunior lien, subordinated or unsecured debt); restrictions on subsidiary distributions;

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loans, advances, guarantees, acquisitions and other investment s; mergers and other fundamental changes; sales and other dispositions of assets (including equity interests in subsidiaries); sale/leasebacktransactions; transactions with affiliates; conduct of business; amendments and waivers of organizational document s and material junior debt agreements; and changes to fiscal year.

Warrants

In July 2013, we sold separate privately negotiated warrants (the “Warrants”) initially relating, in the aggregate, to approximately 7.7 million shares of our Common Stock. The Warrants are call optionswith an initial strike price of approximately $25.95 per share. Since October 1, 2018, the Warrants have been subject to automatic exercise on a pro rata basis each trading day continuing for a period of 160trading days (i.e., approximately 48,000 warrants are subject to automatic exercise on each trading day). The Warrants are net share settled by our issuing a number of shares of our Common Stock perWarrant with a value corresponding to the excess of the market price per share of our Common Stock (as measured on each warrant exercise date under the terms of the Warrants) over the applicable strikeprice of the Warrants. If such market price per share is less than the applicable strike price of the Warrants on any given exercise date, then the warrants subject to automatic exercise on such exercise dateare not exercised but instead expire. The Warrants meet the definition of derivatives under the guidance in ASC Topic 815; however, because these instruments have been determined to be indexed to ourown stock and meet the criteria for equity classification under ASC Topic 815, the Warrants have been accounted for as an adjustment to our additional paid-in-capital. During the three months ended March31, 2019, we did not issue any shares of Common Stock related to the automatic exercise of the Warrants due to the market price per share of our Common Stock being less than the applicable strike price ofthe Warrants on each exercise date during such time period.

When the market price per share of our Common Stock exceeds the strike price of the Warrants, the Warrants have a dilutive effect on net income per share, and the “treasury stock” method is used incalculating the dilutive effect on earnings per share. See Note 15 for additional information on such dilutive effect.

12. Commitment s an d Contingencies

Weiner, Denham, Allen, and Witmer Lawsuits

On November 6, 2017, United Healthcare issued a press release announcing expansion of its fitness benefits (“United Press Release”), and the market price of the Company's shares of CommonStock dropped on that same day. In connection with the United Press Release, four lawsuits have been filed against the Company as described below. We are currently not able to predict the probableoutcome of these matters or to reasonably estimate a range of potential losses, if any. We intend to vigorously defend ourselves against all four complaints.

On November 20, 2017, Eric Weiner, claiming to be a stockholder of the Company, filed a complaint on behalf of stockholders who purchased the Company’s Common Stock between February 24,2017 and November 3, 2017 (“Weiner Lawsuit”). The Weiner Lawsuit was filed as a class action in the U.S. District Court for the Middle District of Tennessee, naming as defendants the Company, theCompany's chief executive officer, chief financial officer and a former executive who served as both chief accounting officer and interim chief financial officer. The complaint alleges that the defendantsviolated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act in making false and misleading statements and omissions related to the United Press Release. The complaint seeks monetary damages on behalf of the purported class. On April 3, 2018, the Court entered an order appointing the Oklahoma Firefighters Pension and Retirement System as lead plaintiff,designated counsel for the lead plaintiff, and established certain deadlines for the case. On June 4, 2018, plaintiff filed a first amended complaint. On August 3, 2018, the Company filed a motion to dismissthe first amended complaint and a memorandum in support of a motion to dismiss seeking dismissal on grounds that the first amended complaint fails to plead any actionable statement or omission (the“Motion to Dismiss”) . On March 18, 2019, the Court denied the Company’s Motion to Dismiss. On April 1, 2019, the Company filed a motion for reconsideration asking the Court to reconsider its denial ofthe Motion to Dismiss. On April 15, 2019, the Court ordered plaintiff to respond to the substantive issues raised in the Company’s Motion to Dismiss.

On January 26, 2018, Charles Denham, claiming to be a stockholder of the Company, filed a purported shareholder derivative action, on behalf of the Company, in the U.S. District Court for the Middle

District of

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Tennessee, naming the Company as a nominal defen dant and the Company's chief executive officer, chief financial officer, a former executive who served as both chief accounting officer and interim chieffinancial officer, current directors and a former director of the Company, as defendants (“Denham Laws uit”). The complaint asserts claims for breach of fiduciary duty, waste, and unjust enrichment, largelytracking allegations in the Weiner Lawsuit. The complaint further alleges that certain defendants engaged in insider trading. The plaintiff seeks mon etary damages on behalf of the Company, certaincorporate governance and internal procedural reforms, and other equitable relief .

On August 24, 2018, Andrew H. Allen, claiming to be a stockholder of the Company, filed a purported shareholder derivative action, on behalf of the Company, in the U.S. District Court for the MiddleDistrict of Tennessee, naming the Company as a nominal defendant and the Company’s chief executive officer, chief financial officer, a former executive who served as both chief accounting officer andinterim chief financial officer, together with nine current or former directors, as defendants (the “Allen Lawsuit”). The complaint asserts claims for breach of fiduciary duty and violations of the Securities Act of1933, as amended (the “Securities Act”) and the Exchange Act against all individual defendants, largely tracking allegations in the Weiner Lawsuit and Denham Lawsuit, and breach of fiduciary duty for insidertrading against a former executive who served as both chief accounting officer and interim chief financial officer and one of the directors of the Company. The plaintiff seeks to recover damages on behalf ofthe Company, certain corporate governance and internal procedural reforms, and other equitable relief, including restitution from the two defendants alleged to have engaged in insider trading from allunlawfully obtained profits. On October 15, 2018, the Allen Lawsuit and the Denham Lawsuit were consolidated by stipulation. On April 17, 2019, the Court entered an order approving a schedule for filingand briefing a motion to dismiss.

On March 25, 2019, Colleen Witmer, claiming to be a stockholder of the Company, filed a purported shareholder derivative action, on behalf of the Company, in the Chancery Court for Davidson

County, Tennessee, naming the Company as a nominal defendant and the Company's chief executive officer, chief financial officer, a former executive who served as both chief accounting officer and interimchief financial officer, chief legal and administrative officer, certain current directors, and two former directors of the Company, as defendants. The complaint asserts claims for breach of fiduciary duty andunjust enrichment, largely tracking allegations in the Denham Lawsuit. The complaint further alleges that certain defendants engaged in insider trading. The plaintiff seeks monetary damages on behalf of theCompany, restitution, certain corporate governance and internal procedural reforms, and other equitable relief.

Other Additionally, from time to time, we are subject to contractual disputes, claims and legal proceedings that arise in the ordinary course of our business. Some of the legal proceedings pending against us

as of the date of this report are expected to be covered by insurance policies. As these matters are subject to inherent uncertainties, our view of these matters may change in the future. We expense legalcosts as incurred.

13. Fai r Valu e Measu r e ments

We account for certain assets and liabilities at fair value. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transactionbetween market participants at the measurement date, assuming the transaction occurs in the principal or most advantageous market for that asset or liability.

Fair Value Hierarchy

The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements inone of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1: Quoted prices in active markets for identical assets or liabilities;

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Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-based valuation techniques inwhich all significant assumptions are observable in the market or can be corroborated by observable ma rket data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs that are supported by little or no market activity and typically reflect management's estimates of assumptions that market participants would use in pricing theasset or liability.

Asse t s and L i abilities M e asured at Fa i r Value on a R e curri n g Bas i s

There were no assets and liabilities measured at fair value on a rec u rr i ng b a sis at March 31, 2019 or December 31, 2018.

Fair Value of Other Financial Instruments

The e stimated f a ir value of each class of fina n cial i n stru m ents at March 31, 2019 w a s as foll o ws:

C a sh and c a sh equival e nts – The carr y ing amount of $18.8 million app r oximat e s fair value due to the sh o rt maturity of those i n str um ents (l e s s th a n three m o nths).

D e bt – The est i mated fair v a lue of outst a nding b orr o w i ngs u nd e r t h e Credit A gre e m ent, which incl u d e s term loan facilities and a r e volving cr e dit facility (see Note 11), is det e r m ined b a s e d o n th e fai r val u e hierarch y a s disc u sse d a bove .

T he Term Loans are actively trad e d and theref o re are c l assif i ed as Level 1 valuations. The estimated fair value is b a s e d on the last quoted price of the Term Loans through March 31, 2019 .Th e R e volvin g C redi t F acilit y is not actively traded and therefore is classified as a Level 2 valuation based on the market for similar instruments. There was no amount outstanding under the RevolvingCredit Facility as of March 31, 2019. The estimated fair value and carrying amount of outstanding borrowings under the Term Loans at March 31, 2019 were $1,146 million and $1,165 million, respectively.

14. Restructuring and Related Charges

During the first quarter of 2019, we began a reorganization primarily related to integrating the Healthcare and Nutrition segments and streamlining our corporate and operations support (the "2019Restructuring Plan"). To date, we have incurred restructuring charges of $1.6 million related to actions executed in the first quarter of 2019 (the “Q1 2019 Actions”), of which $1.0 million related to theHealthcare segment and $0.6 million related to the Nutrition segment. These expenses consist entirely of severance and other employee-related costs. The Q1 2019 Actions are expected to result inadditional costs of $0.8 million during the second quarter of 2019, all of which relates to the Nutrition segment. Although we expect further actions to be taken under the 2019 Restructuring Plan during theremainder of 2019 that will result in additional restructuring charges and future savings, the Q1 2019 Actions are expected to result in total annualized savings of approximately $7.2 million, with $3.5 millionrelating to the Healthcare segment and $3.7 million relating to the Nutrition segment.

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1 5 . Earning s Pe r Sha r e

The follow i ng is a r e c o ncili a tion of the n u merat o r a n d denom i nat o r of bas i c and d iluted earnin g s p e r share f o r the three months ended March 31, 2019 a n d 2018:

(In thousands except per share data) Three Months Ended

March 31, 2019 2018

Numerator: Net income $ 4,214 $ 21,336

Denominator:

Shares used for basic income per share 42,745 39,783 Effect of dilutive stock options and restricted stock units outstanding: Non-qualified stock options 127 312 Restricted stock awards 16 — Restricted stock units 292 405 Performance stock units 3 — Market stock units — 533 Warrants related to Cash Convertible Notes — 2,556

Shares used for diluted income per share 43,183 43,589 Earnings per share:

Basic $ 0.10 $ 0.54 Diluted $ 0.10 $ 0.49

Dilutive securities outstanding not included in the computation of earnings per share because their effect is anti-dilutive:

Non-qualified stock options 80 — Restricted stock units 56 14

(1) Figures may not add due to rounding.

Market stock units outstanding are considered contingently issuable shares, and certain of these stock units were excluded from the calculations of diluted earnings per share for all periods presentedas the performance criteria had not been met as of the end of the reporting periods.

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16. Segment Information

Following the acquisition of Nutrisystem in March 2019, we organize and manage our operations within two reportable segments, based on the types of products and services they offer: Healthcareand Nutrition. The Healthcare segment consists of SilverSneakers senior fitness, Prime Fitness and WholeHealth Living. The Nutrition segment provides weight management products and services.

Each segment’s profit is measured as earnings before interest, taxes, depreciation and amortization (“EBITDA”) excluding acquisition and integration costs and restructuring and related charges, as

shown below: (In thousands) Three Months Ended March 31, 2019 Healthcare Nutrition Consolidated Revenues $ 156,527 $ 57,567 $ 214,094 Adjusted EBITDA $ 26,129 $ 13,344 $ 39,473

Acquisition and integration costs $ 17,052 Restructuring and related charges 1,591 Interest expense 7,666 Depreciation and amortization 3,582

Income before income taxes $ 9,582 Total assets as of March 31, 2019 $ 456,017 $ 1,614,571 $ 2,070,588

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Ite m 2 . Management's Discussion and Analysis of Financial Condition and Results of Operations O v er v i e w

Tivity Health, Inc. (the “Company”) was founded and incorporated in Delaware in 1981. Through our programs, which include SilverSneakers senior fitness, Prime Fitness and WholeHealth Living, weare focused on advancing health and vitality, especially in aging populations. On March 8, 2019, we completed our acquisition of Nutrisystem, which is a provider of weight management products andservices, including nutritionally balanced weight loss programs sold primarily through the Internet and telephone and multi-day kits and single items (a la carte) available at select retail locations. Theacquisition of Nutrisystem enables us to offer, at scale, an integrated portfolio of fitness, nutrition and social engagement solutions to support overall health and wellness and to address weight managementand obesity – a major factor contributing to many chronic diseases. Our consolidated statements of operations include results of Nutrisystem from March 8, 2019 through March 31, 2019.

Following the acquisition of Nutrisystem, we organize and manage our operations within two reportable segments, based on the types of products and services they offer: Healthcare and Nutrition. The

Healthcare segment is comprised of our legacy business and includes SilverSneakers senior fitness, Prime Fitness and WholeHealth Living. The Nutrition segment is comprised of Nutrisystem’s legacybusiness and includes Nutrisystem and the South Beach Diet.

As part of our Healthcare segment, the SilverSneakers senior fitness program is offered to members of Medicare Advantage and Medicare Supplement plans. We also offer Prime Fitness, a fitness

facility access program, through commercial health plans, employers, and other sponsoring organizations. Our national network of fitness centers delivers both SilverSneakers and Prime Fitness. In addition,a small portion of our fitness center network is available for discounted access through our WholeHealth Living program. Our fitness networks encompass more than 16,000 partner locations and more than1,000 alternative locations that provide classes outside of traditional fitness centers. Through our WholeHealth Living program, which we sell primarily to health plans, we offer a continuum of services relatedto complementary, alternative, and physical medicine. Our WholeHealth Living network includes relationships with approximately 80,000 complementary, alternative, and physical medicine practitioners toserve individuals through health plans and employers who seek health services such as chiropractic care, acupuncture, physical therapy, occupational therapy, speech therapy, and more .

Our Nutrition segment includes Nutrisystem and the South Beach Diet. Typically, our Nutrition segment customers purchase monthly food packages containing a four-week meal plan consisting of

breakfasts, lunches, dinners, snacks and flex meals, which they supplement, depending on the program they are following, with items such as fresh fruits, fresh vegetables, lean protein and dairy. MostNutrition segment customers order on an auto-delivery basis (“Auto-Delivery”), which means we send a four-week meal plan on an ongoing basis until notified of a customer’s cancellation. Auto-Deliverycustomers are offered savings off of our regular one-time rate with each order. Monthly notifications are also sent to remind customers to update order preferences. We offer pre-selected favorites orcustomers may personalize their meal plan by selecting their entire menu or by customizing plans to their specific tastes or dietary preference. In total, our plans feature approximately 250 food optionsincluding frozen and unfrozen ready-to-go entrees, snacks, and shakes, at different price points. Additionally, we offer unlimited counseling from our trained weight loss counselors, registered dietitians andcertified diabetes educators at no cost. Counselors are available as needed, seven days a week throughout an extended day, with further support provided through our digital tools. The Nutrition segmentalso offers its products through select retailers and QVC, a television shopping network.

Forward-Looking Statements

This report contains forward-looking statements, which are based upon current expectations, involve a number of risks and uncertainties, and are subject to the "safe harbor" provisions of the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief, or expectations of the Company,including, without limitation, all statements regarding the Company's future earnings, revenues, and results of operations. Readers are cautioned that any such forward-looking statements are not guaranteesof future performance and involve significant risks and uncertainties, and that actual results may vary from those in the forward-looking statements as a result of various factors, including, but not limited to: • the market’s acceptance of our new products and services;

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• our ability to develop and implement effective strategi e s and t o a n ticipat e a n d re s po nd t o strate g i c cha n ges , o p portu n ities , a nd emer g in g tr e nd s i n o u r i n d u st r y a n d/o r

bu s ines s , as well as t o accuratel y for e cas t th e rela t e d impac t o n ou r revenue s an d earnings; • the risk that expected benefits, synergies and growth opportunities from the acquisition of Nutrisystem may not be achieved in a timely manner or at all, including that the acquisition may not be

accretive within the expected timeframe or to the extent anticipated;

• ou r a b ili t y t o successfully in t egrat e Nutrisystem’s business or any other n e w o r acq u ire d b us in esses, servic es, techno l og i e s, solutions, or products int o ou r bus i ne s s an d t oac c ura t e ly f orecas t th e relate d costs;

• the risk that the significant indebtedness incurred in connection with the acquisition of Nutrisystem consideration may limit our ability to adapt to changes in the economy or market conditions,

expose us 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; • ou r a b ili t y t o s e rvic e ou r d ebt , mak e pr i nci p a l an d i nteres t p a ym e n t s a s tho s e p a ym e nt s b e com e d u e , an d remai n in co m pli a nce w i t h our debt covenants; • ou r a b ili t y t o o b tai n a d e q uat e fin a nci ng t o pr ov id e th e c a pit al tha t m ay b e n ecessa r y t o s u ppor t ou r current or future o pe r ation s ; • th e risk s asso c iate d w i t h change s i n mac r oe c ono m i c condit i ons, geopolitical turmoil and the continuing threat of domestic or international terr o rism; • th e impac t o f an y i m pairmen t o f ou r goo d w i ll , intangib le as s ets , o r othe r long-ter m asset s ; • the risks associated with potential failures of our information systems; • th e risk s asso c iate d w i t h dat a priva c y o r se c u ri t y breaches , compute r hacking , ne t w or k penetrat i o n an d othe r illega l intrusion s of ou r infor m atio n s y stem s o r thos e o f

third-par t y vendor s o r o t he r servi c e providers , w h ic h ma y re s ul t i n unauthorized access by third parties, loss, misappropriation, disclosure or corruption of customer, employee or ourinformation , or other data subject to privacy laws an d may lea d t o a disruption in our business, costs to modify, enhance, or remediate our cybersecurity measures, enfor c e m en t actions ,fine s or lit i gatio n agains t us, or damage to our business reputation;

• the impact of any n e w or p r oposed legi s lation, regulations and interp r etations relating to Medi c are, M edi c are Ad v an t age, Medicare Supplement, e-commerce, advertising, and privacy

and security laws; • our ability to attract, hire, or retain key personnel or other qualified employees and to control labor costs; • the effectiveness of the reorganization of our business and our ability to realize the anticipated benefits; • ou r abilit y t o effectivel y compet e aga i ns t othe r entities , whos e financial , research , staff , an d marketin g resource s may exce e d our r e so u rces; • the impact of legal p r oceedings inv o lving us and/or our subsidia r ies, products, or services, including any potential claims related to intellectual property rights;

• our ability to enforce our intellectual property rights; • the risks associated with deriving a significant concentration of our revenues from a limited number of our Healthcare segment customers, many of whom are health plans;

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• ou r a b ili t y a n d / o r th e ab i li t y o f ou r Healthcare segment customer s t o enro ll partic i pant s a nd t o a ccurate ly fore c as t thei r lev el of enroll m en t a nd partic i patio n i n ou rprogram s in a manne r an d w i t h in th e timefram e anti c ipate d b y us;

• our ability to sign, ren e w and/ o r maintain con t rac t s with o u r Healthcare segment cus t o m ers and/or our fitness partner locations u nder ex i sting terms o r r e structure these contrac t s

on term s tha t w o ul d no t hav e a materia l ne gativ e impac t o n ou r result s o f op e ratio n s; • th e ab i li t y o f ou r Healthcare segment health plan customer s t o maintai n t h e numbe r o f cove r e d li v e s enrol led i n those health p l an s durin g th e term s o f ou r agreements; • the impact of severe or adverse weather conditions and the potential emergence of a health pandemic or an infectious di s ea s e outbreak on member participation in our Healthcare segment

programs; • the impact of healthcare reform on our business; • the effectiveness of our marketing and advertising programs; • loss, or disruption in the business, of any of our food suppliers or our fulfillment provider, or disruptions in the shipping of our food products for our Nutrition segment; • the impact of claims that our Nutrition segment personnel are unqualified to provide proper weight loss advice; • the impact of health- or advertising-related claims by our 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 our Nutrition segment third-party retailer agreements and any obligations associated with such loss; • our ability to continue to develop innovative weight loss programs and enhance our existing programs, or the failure of our programs to continue to appeal to the market; • the impact of claims from our Nutrition segment competitors regarding advertising or other marketing practices; • ou r a b ili t y t o d e vel op and commercially introduce n e w pro d uct s and services; • our ability to receive referrals from existing Nutrition segment customers, a decline in which could adversely impact our customer acquisition costs; • failure to attract spokespersons or negative publicity with respect to any of our spokespersons; • our ability to antici p ate c h ange a nd r e spond to em e r ging tre n ds for customer preferences and the imp a ct of the sa m e on dem a nd for our s e rvices and products; • negative publicity with respect to the weight loss industry; • the impact of increased governmental regulation on our Nutrition segment; • claims arising from the sale of ingested products; and

• other risks detailed in this report and our other filings with the Securities and Exchange Commission.

We undertake no obligation to update or revise any such forward-looking statements.

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Busin e ss St r ategy

Tivity Health is unique in offering, at scale, a package of services to address social determinants of health. Our integrated portfolio of fitness, nutrition and social engagement solutions supports overallhealth and wellness programs, which we believe are critical to our health plan and employer-based customers. Following the Nutrisystem acquisition, we believe the Company is well-positioned to addressfood insecurity, inactivity, weight management, chronic conditions, and social isolation. We believe t he diversification of our portfolio and increased scale will benefit all of the Company’s stakeholders –including government and commercial health plans, fitness partners, members and consumers – as our offerings support healthier lifestyles and can lower medical costs.

Our “A-B-C-D” strategy has been strengthened with the acquisition of Nutrisystem. Strategy (A), add new members, will leverage Nutrisystem’s media expertise and scale to increase awareness of theSilverSneakers program and drive more enrolled members. We will also cross-promote our nutrition and fitness solutions while adding new distribution channels for Nutrisystem. Strategy (B), build moreawareness, empowerment and engagement, will lean on Nutrisystem’s precision marketing competency to drive visits and present a host of nutrition offerings to SilverSneakers and Prime Fitness members. Strategy (C), collaborate with health plan partners to introduce new products and services that leverage our brand trust, drove our acquisition of Nutrisystem and will position us to offer nutrition-based as wellas combined offerings. Strategy (D), deepen relationships with our fitness center partners and their instructors within our national network, is bolstered through the Nutrisystem acquisition by providing newpotential revenue streams for fitness partner locations while offering yet another distribution channel for Nutrisystem through those partner locations. Finally, given the combination with Nutrisystem, we haveadded a new Strategy (E), execute on the integration, including realization of both cost and revenue synergies. Our focus on revenue synergies is to address the social determinants of health, chronicconditions, and weight management and expand the channels of distribution for nutrition-based products.

Critical Accounting Policies

We d e scri b e our s i gnifica n t acc o unting polic i es in N o te 1 to the consol i dated fi n anc i al state m ents in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the“2018 Form 10-K”). We p r e pare the consol i date d financ i a l statement s i n con f ormit y wit h U.S . GAAP , wh i ch r e qu i r e s us to m a ke estimat e s a n d judgm e nts that affect the rep o rted a mo unts of asse t s and li a bilities and related discl o su r es a t th e dat e o f th e financ i al statement s an d th e rep o rt e d amoun t s o f reven u e s an d expense s du rin g th e rep o rtin g period . Actual results ma y diffe r fro m thos e estimates.

We believe the following accounting policies are the most critical in understanding the estimates and judgments that are involved in preparing our financial statements and the uncertainties that couldimpact our results of operations, financial condition and cash flows. The first two policies presented below are new critical accounting policies due to the acquisition of Nutrisystem during the three monthsended March 31, 2019.

Excess and Obsolete Inventory

We continually assess the quantities of inventory on hand to identify excess or obsolete inventory and record a provision for any estimated loss. We estimate the reserve for excess and obsoleteinventory based primarily on our forecasted demand and/or our ability to sell the products, introduction of new products, future production requirements and changes in our customers’ behavior. The reservefor excess and obsolete inventory was $1.3 million at March 31, 2019. Acquisition Accounting

In connection with any acquisitions, we allocate the purchase price to the assets and liabilities we acquire, such as net tangible assets, deferred revenue, identifiable intangible assets such as tradenames, customer lists, and customer relationships, and goodwill. We apply significant judgments and estimates in determining the fair market value of the assets acquired and their useful lives. For example,we have determined the fair value of existing customer lists based on the multi-period excess earnings method under the income approach, which discounts estimated net future cash flows from suchcustomers existing at the date of acquisition. The fair values of trade names are based on the relief-from-royalty method under the income approach. Different estimates and assumptions in valuing acquiredassets could yield materially different results.

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R e v e n ue Recognition

Beginning in 2018, we account for revenue from contracts with customers in accordance with ASC Topic 606. The unit of account in ASC Topic 606 is a performance obligation, which is a promise in acontract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period of time. ASC Topic 606 requires that acontract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to eachperformance obligation in the contract based on relative standalone selling prices and recognized as revenue when or as the performance obligation is satisfied. Healthcare Segment

Our Healthcare segment earns revenue from our thre e p r o g ra m s, SilverSneakers s e nior fitness, Prime Fitness and WholeHealth Living. We provide the SilverSne a k e rs seni o r fitn e ss pro gram to me m bers of Med i care Advant ag e and M edic a re Supple m ent plans through our contracts with those plans. We offer Prime Fitness, a fitness facility access program, through contracts withemployers, commercial health plans, and other sponsoring organizations that allow their members to individually purchase the program. We sell our WholeHealth Living program primarily to health plans.

The significant majority of our Healthcare segment’s customer contracts contain one performance obligation - to stand ready to provide access to our network of fitness locations and fitness

programming - which is satisfied over time as services are rendered each month over the contract term. There are generally no performance obligations that are unsatisfied at the end of a particular month. There was no material revenue recognized during the three months ended March 31, 2019 from performance obligations satisfied in a prior period.

Our fees within our Healthcare segment are variable month to month and are generally billed per member per month (“PMPM”) or billed based on a combination of PMPM and member visits to a

network location. We bill PMPM fees by multiplying the contractually negotiated PMPM rate by the number of members eligible for or receiving our services during the month. We bill for member visitsapproximately one month in arrears once actual member visits are known. Payments from customers are typically due within 30 days of invoice date. When material, w e capitalize costs to obtain contractswith customers and amortize them over the expected recovery period.

Our Healthcare segment’s customer contracts include variable consideration, which is allocated to each distinct month over the contract term based on eligible members and/or member visits each

month. The allocated consideration corresponds directly with the value to our customers of our services completed for the month. Under the majority of our Healthcare segment’s contracts, we recognizerevenue each month using the practical expedient available under ASC 606-10-55-18, which provides that revenue is recognized in the amount for which we have the right to invoice.

Although we evaluate our financial performance and make resource allocation decisions based upon the results of our two reportable segments, we believe the following information depicts how our

Healthcare segment revenues and cash flows are affected by economic factors. For the three months ended March 31, 2019, revenue from our SilverSneakers program, which is predominantly contractedwith Medicare Advantage and Medicare Supplement plans, comprised approximately 79% of revenues in the Healthcare segment, while revenue from our Prime Fitness and WholeHealth Living programscomprised approximately 18% and 3%, respectively, of revenues in the Healthcare segment.

Sales and usage-based taxes are excluded from revenues .

Nutrition Segment

Our Nutrition segment earns revenue from four sources: direct to consumer, retail, QVC and other. Revenue is measured based on the consideration specified in a contract with a customer andexcludes any sales incentives and amounts collected on behalf of third parties. As explained in more detail below, revenue is recognized upon satisfaction of the performance obligation by transferring controlover a product to a Nutrition segment customer. The estimated breakage of gift cards (estimated amount of unused gift cards) is recognized over the pattern of redemption of the gift cards, and direct-mailadvertising costs are expensed as incurred. We recognize an asset for the carrying amount of product to be returned and for costs to obtain a contract if the amortization is more than one year induration. We expense costs to obtain a contract as incurred if the amortization period is less than one year.

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We sell pre-packaged foods directly to weight loss program participants primarily through the Internet and telephone (referred to as the direct to consumer channel), through QVC (a television shopping

network), and select retailers. Pre-packaged foods are comprised of both frozen and non-frozen (ready-to-go), shelf-stable products. Products sold through the direct to consumer channel, both frozen and non-frozen, may be sold separately (a la carte) or as part of a packaged monthly meal plan for which Nutrition segment

customers pay at the point of sale. Products sold through QVC are payable by QVC upon our shipment of the product to the end consumer. For both the direct to consumer channel and QVC, we recognizerevenue at a point in time, i.e., at the shipping point. Direct to consumer customers may return unopened ready-to-go products within 30 days after purchase in order to receive a refund or credit. Frozenproducts are non-returnable and non-refundable unless the order is canceled within 14 days after delivery .

Products sold to retailers include both frozen and non-frozen products and are payable by the retailer upon receipt. We recognize revenue at a point in time, i.e., when the retailers take possession of

the product. Certain retailers have the right to return unsold products. We account for the shipment of frozen and non-frozen, ready-to-go products as separate performance obligations. The consideration, including variable consideration for product returns, is allocated

between frozen and non-frozen products based on their standalone selling prices. The amount of revenue recognized is adjusted for expected returns, which are estimated based on historical data. In addition to our pre-packaged foods, we sell prepaid gift cards through a wholesaler that are redeemable through the Internet or telephone. Prepaid gift cards represent grants of rights to goods to be

provided in the future to gift card buyers. The wholesaler has the right to return all unsold prepaid gift cards. The wholesaler’s retail selling price of the gift cards is deferred in the balance sheet and recognizedas revenue when we have satisfied our performance obligation, i.e., when a gift card holder redeems the gift card with us. We recognize breakage amounts (the estimated amount of unused gift cards) asrevenue, in proportion to the actual gift card redemptions exercised by gift card holders in relation to the total expected redemptions of gift cards. We utilize historical experience in estimating the totalexpected breakage and period over which the gift cards will be redeemed .

Sales and other taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a Nutritionsegment customer are excluded from revenue and presented on a net basis. After control over a product has transferred to a Nutrition segment customer, shipping and handling costs associated withoutbound freight are accounted for as a fulfillment cost and are included in revenue and cost of revenue in the accompanying consolidated statements of operations.

We review the reserves for our Nutrition segment customer returns at each reporting period and adjust them to reflect data available at that time. To estimate reserves for returns, we consider actualreturn rates in preceding periods and changes in product offerings or marketing methods that might impact returns going forward. To the extent the estimate of returns changes, we will adjust the reserve,which will impact the amount of revenue recognized in the period of the adjustment. The provision for estimated returns for the three months ended March 31, 2019 was $1.4 million. The reserve forestimated returns incurred but not received and processed was $1.3 million at March 31, 2019 and has been included in accrued liabilities in the accompanying consolidated balance sheet. I m pair m ent of Intangible Assets a nd G oo dwill

We review g o odwill for i mp airm e nt at the rep o rting unit lev e l (op e rat i ng s e gment o r one level b e low an o perating s e gmen t ) on an a n nual bas i s ( d ur i ng the fourth q u arter of o u rfiscal year) or more frequ en t ly whenever events or circumsta n c e s i n dicate that th e carryin g v a lu e ma y no t b e r e cov e rab l e . Following the acquisition of Nutrisystem in March 2019, w e have tworeporting units: Healthcare and Nutrition. Prior to such acquisition, we had one reporting unit.

As part of the impairment evaluation, we may elect to perf o rm a qualitative ass e ss m e n t to determine whether it is more l i kely than not that the fair value of a rep o rting unit is less than its c a rryi

n g value. If w e elect not to perform

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a qualitat i ve assessment or we determine that it is more l i kely than not that the fair value of a rep o rting unit is less than its c a rryi n g value, we perform a quantitative review as descr i bed be l ow. Dur i ng a q ua ntitative review of goo d will, we estimate the fair value of each rep o rting unit based on a discounted cash flow model or a combination of a discounted cash flow model and a market-

based approach, and we reconcile the aggregate fair value of our reporting units to our consolidated market capitalization . If the fair value of the reporting unit exceeds its carrying amount, no impairment isindicated. If the fair value of the reporting unit is less than its carrying amount, impairment of goodwill is measured as the excess of the carrying amount over fair value. Estimating fair value requiressignificant judgments, including management's estimate of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for our business, the useful life over which cashflows will occur, and determination of our weighted average cost of capital, as well as relevant comparable company earnings multiples for the market-based approach. Changes in these estimates andassumptions could materially affect the estimate of fair value and potential goodwill impairment for each reporting unit.

Except for two tradenames that have an indef i ni t e life and are not subject to amort i zation, we amortize identifiable i ntangib l e asset s over their estimated usef u l lives usi n g the stra i ght-l in emethod. We as s e ss the potential i mpair m ent of intangible assets subject to amortiz a tion whenever e v ents or changes in c i rcu m stances indicate that the carrying values may not be recoverable. If wedetermine that the carrying value of other identifiable intangible assets may n o t be recoverable, we calculate any impair me nt using an estimate of t h e a sset's fair v alue based on the estima t ed pr i cethat wou l d be received to sell the asset in an or d erly tra n s a ction b e tween m a rket partici p ants. We estimate the fair value of our indefinite-lived tradenames using a present value technique, whichrequires management's estimate of future revenues attributable to such tradename, estimation of the long-term growth rate and royalty rate for such revenue, and determination of our weighted average costof capital. Changes in these estimates and assumptions could materially affect the estimates of fair values for the tradenames.

Executi v e O v e r vi e w o f Results

The key fina n cial r e sul t s for the three months ended March 31, 2019 a re: • Reven u e s o f $ 214.1 million for the three months ended March 31, 2019, including $57.6 million attributable to the acquisition of Nutrisystem on March 8, 2019, compared to $ 149.9 millio n fo

r the same period in 2018.

• Pre-tax income of $9.6 million for the three months ended March 31, 2019 compared to $28.5 million for the same period in 2018. Pre-tax income for the three months ended March 31, 2019includes:

o $17.1 million of acquisition and integration costs compared to $0 in the prior year;

o $24.1 million of marketing expenses, including $14.9 million attributable to the Nutrition segment, compared to $2.9 million in the prior year;

o $1.6 million of restructuring and related charges compared to $0 in the prior year;

o $7.7 million of interest expense compared to $3.5 million for the prior year; and

o $1.3 million of amortization expense compared to $0 for the same period in 2018.

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Resu l ts of O perati o ns

The follow i ng table sets f o rth the comp o nents of the consolidated statements of operations for the three months ended March 31, 2019 and 2018 expr e ssed as a p e rcent a ge of reven ue s fromcontinuing operations.


Revenues 100.0% 100.0% Cost of revenue (exclusive of depreciation and amortization included below) 65.5% 70.3% Marketing expenses 11.3% 1.9% Selling, general and administrative expenses 12.7% 5.7% Depreciation and amortization 1.7% 0.7% Restructuring and related charges 0.7% 0.0% Operating income (1) 8.1% 21.3% Interest expense 3.6% 2.3% Income before income taxes (1) 4.5% 19.0% Income tax expense 2.5% 4.8% Net income (1) 2.0% 14.2%

(1 ) Figures may not add due to rounding. Re v enues

Revenues for the three months ended March 31, 2019 increased to $ 214.1 million compared to $ 149.9 millio n fo r the same period in 2018, primarily due to $57.6 million of revenues attributable tothe acquisition of Nutrisystem . Excluding the acquisition, the increase in revenues in the Healthcare segment is primarily a result of the following: $4.4 million due to a net increase in the average participationper member in our fitness solutions, $3.2 million due to contracts with new customers, and a decrease of $1.8 million due to contract terminations and renegotiations .

Cost of Revenue

Cost of revenue (excluding depreciation and amortization) as a percentage of revenues decreased from the three months ended March 31, 2018 (70.3%) to the three months ended March 31, 2019(65.5%) primarily due to the acquisition of Nutrisystem in the first quarter of 2019. The Nutrition segment carries a lower cost of revenue as a percentage of revenues than the Healthcare segment. Cost ofrevenue (excluding depreciation and amortization) as a percentage of revenues for the Healthcare segment increased from the three months ended March 31, 2018 (70.3%) to the three months ended March31, 2019 (72.7%) primarily due to an increase in cost per visit due to certain contract renegotiations, as well as a higher number of average visits per member per month in 2019 compared to 2018.

Marketing Expens e s

Marketing expenses as a percentage of revenues increased from the three months ended March 31, 2018 (1.9%) to the three months ended March 31, 2019 (11.3%), primarily due to the impact fromthe acquisition of Nutrisystem in the first quarter of 2019 and the significance of media and marketing expense to the Nutrition segment’s sales strategy. Marketing expenses as a percentage of revenues forthe Healthcare segment increased from the three months ended March 31, 2018 (1.9%) to the three months ended March 31, 2019 (5.9%) primarily due to increased spending on SilverSneakers advertisingand media campaigns as well as increased staffing.

Selling, General and A d ministrati v e Expens e s

Selling, gen e ral and adm i n i strative exp e ns e s a s a percent a ge of r e venu e s increased from the three months ended March 31, 2018 (5.7%) to the three months ended March 31, 2019(12.7%), primarily due to acquisition and integration costs of $16.2 million during the three months ended March 31, 2019 related to the acquisition of Nutrisystem.

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Restructuring and Related Charges

During the first quarter of 2019, we began a reorganization primarily related to integrating the Healthcare and Nutrition segments and streamlining our corporate and operations support (the "2019Restructuring Plan"). To date, we have incurred restructuring charges of $1.6 million related to actions executed in the first quarter of 2019 (the “Q1 2019 Actions”), of which $1.0 million related to theHealthcare segment and $0.6 million related to the Nutrition segment. These expenses consist entirely of severance and other employee-related costs. The Q1 2019 Actions are expected to result inadditional costs of $0.8 million during the second quarter of 2019, all of which relates to the Nutrition segment. Although we expect further actions to be taken under the 2019 Restructuring Plan during theremainder of 2019 that will result in additional restructuring charges and future savings, the Q1 2019 Actions are expected to result in total annualized savings of approximately $7.2 million, with $3.5 millionrelating to the Healthcare segment and $3.7 million relating to the Nutrition segment. Dep r e ciati o n and Amort i zation

De p r e ciation and am o rtization expe n se increased $2.5 million for the three months ended March 31, 2019 primarily due to amortization expense on new intangible assets recorded in connectionwith the acquisition of Nutrisystem as well as increased depreciation expense attributable to the acquisition of Nutrisystem’s property and equipment. Interest Expense

Interest expense increased $4.2 million for the three months ended March 31, 2019 compared to the same period in 2018, primarily due to our entering into the Credit Agreement on March 8, 2019,including term loans totaling $1,180 million, in connection with the acquisition of Nutrisystem. Income Tax Expense

See N ote 9 of the notes to consolidated financial statements in this report for a discussion of income tax expense. Liquidi t y and Capital R e sourc e s Overview

As of March 31, 2019, we had a working capital deficit of $32.8 million, including outstanding aggregate borrowings under our credit facility of $44.9 million due by March 31, 2020. Based upon thepro forma calculations of compliance with the restrictive covenants under our credit agreement, as of March 31, 2019, we anticipate the ability to borrow under the Revolving Credit Facility (as defined below)up to a maximum of $124.3 million for the next 12 months and the foreseeable future. We believe our cash on hand, cash flows from operations and anticipated available credit under the Credit Agreement willbe sufficient to fund our operations, debt payments and capital expenditures for the next 12 months and the foreseeable future. We cannot assure you that we will be able to secure additional financing ifneeded and, if such funds are available, whether the terms or conditions will be favorable to us. Credit Facility

In connection with the consummation of the Merger, on March 8, 2019, we entered into a new Credit and Guaranty Agreement (the “Credit Agreement”) with a group of lenders, Credit Suisse AG,Cayman Islands Branch, as general administrative agent, term facility agent and collateral agent, and SunTrust Bank, as revolving facility agent and swing line lender (“SunTrust”). The Credit Agreementreplaced our prior Revolving Credit and Term Loan Agreement, dated April 21, 2017 (the “Prior Credit Agreement”), with a group of lenders and SunTrust, as administrative agent. The Credit Agreementprovides us with (i) a $350.0 million term loan A facility (“Term Loan A”), (ii) an $830.0 million term loan B facility (“Term Loan B” and, together with Term Loan A, the “Term Loans”), (iii) a $125.0 millionrevolving credit facility that includes a $35.0 million sublimit for swingline loans and a $50.0 million sublimit for letters of credit (the “Revolving Credit Facility”; Term Loan A, Term Loan B and the RevolvingCredit Facility are sometimes herein referred to collectively as the “Credit Facilities”), and (iv) uncommitted incremental accordion facilities in an aggregate amount at any date equal to the greater of$125.0 million or 50% of our

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consolidated EBITDA for the then-pre ceding four fiscal quarters, plus additional amounts based on, among other things, satisfaction of certain financial ratio requirements.

We used the proceeds of the Term Loans, borrowings under the Revolving Credit Facility and cash on hand to pay the consideration for the acquisition of Nutrisystem, to repay all of the outstandingindebtedness under the Prior Credit Agreement and all outstanding indebtedness of Nutrisystem under its credit agreement, and to pay transaction costs and expenses. Proceeds of the Revolving CreditFacility also may be used for general corporate purposes of the Company and its subsidiaries.

We are required to repay Term Loan A loans in consecutive quarterly installments, each in the amount of 2.50% of the aggregate initial amount of such loans, payable on June 30, 2019 and on thelast day of each succeeding quarter thereafter until maturity on March 8, 2024, at which time the entire outstanding principal balance of such loans is due and payable in full. We are required to repay TermLoan B loans in consecutive quarterly installments, each in the amount of 0.75% of the aggregate initial amount of such loans, payable on June 30, 2019 and on the last day of each succeeding quarterthereafter until maturity on March 8, 2026, at which time the entire outstanding principal balance of such loans is due and payable in full. We are permitted to make voluntarily prepayments of borrowingsunder the Term Loans at any time without penalty. We are required to repay in full any outstanding swingline loans and revolving loans under the Revolving Credit Facility on March 8, 2024. As of March 31,2019, availability under the revolving credit facility totaled $124.3 million as calculated under the most restrictive covenant.

For a detailed description of the Credit Agreement, refer to Note 11 of the notes to consolidated financial statements in this report. The Credit Agreement contains a financial covenant that requires us

to maintain specified maximum ratios or levels of consolidated total net debt to EBITDA, calculated as provided in the Credit Agreement. We were in compliance with all of the financial covenant requirementsof the Credit Agreement as of March 31, 2019.

Cash Flows Provided by Operating Activities

Operating a ctivities duri n g the three months ended March 31, 2019 p rovid e d c a sh of $5.2 mill i on co m par e d to $12.4 million d u ring the three months ended March 31, 2018. The decre a se inoperating cash flow is primarily due to a decrease in cash collections on accounts receivable due to timing and payments related to acquisition and integration costs, partially offset by net cash flows providedby the Nutrition segment. Cash Flows Used in Investing Activities

Investing a ctivities duri n g the three months ended March 31, 2019 u s e d $1,067 million in c a sh, co m par e d to $1.9 million d u ring the three months ended March 31, 2018. This change isprimarily due to the acquisition of Nutrisystem. Cash Flows Provided By/Used in Financing Activities

Fina n cing a c t ivities duri n g the three months ended March 31, 2019 provided $1,078 million in c a sh, compared to cash used of $0.1 million during the three months ended March 31, 2018. Thischange is p r i mari l y due to net borrowings under the Credit Agreement, slightly offset by payment of deferred loan costs.

General

If contract development accelerates or acquisition opportunities arise, we may need to issue additional debt or equity securities to provide the funding for these increased growth opportunities. Wemay also issue debt or equity securities in connection with future acquisitions or strategic alliances. We cannot assure you that we would be able to issue additional debt or equity securities on terms thatwould be favorable to us. Re c ent Relevant A c cou n ting Standar d s

See Note 3 of the notes to consolidated financial statements included in this report for discussion of recent relevant accounting standards.

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Item 3. Qua n tit a ti v e and Qualit a t i v e Disclosu r es Ab o ut M a rket Risk

We are subject to market risk related to interest rate changes, primarily as a result of the Credit Agreement. Borrowings under the Credit Agreement bear interest at variable rates based ona margin or spread in excess of either (1) one-month, two-month, three-month or six-month LIBOR (or, with the approval of all lenders holding the particular class of loans, 12-month LIBOR), which may notbe less than zero, or (2) the greatest of (a) the prime lending rate of the agent bank for the particular facility, (b) the federal funds rate plus 0.50%, and (c) one-month LIBOR plus 1.00% (the “Base Rate”), asselected by the Company. The LIBOR margin for Term Loan A loans is 4.25%, the LIBOR margin for Term Loan B loans is 5.25%, and the LIBOR margin for revolving loans varies between 3.75% and 4.25%,depending on our total net leverage ratio. The Base Rate margin for Term Loan A loans is 3.25%, the Base Rate margin for Term Loan B loans is 4.25%, and the Base Rate margin for revolving loans variesbetween 2.75% and 3.25%, depending on our total net leverage ratio.

We estimate that a one-po i n t interes t rat e ch a ng e i n o ur f l oatin g rat e deb t w o ul d hav e r e sulte d i n a change in interest expense of approximately $0.9 million for the three months ended

March 31, 2019. Item 4. Controls and Procedures E v aluation of Disclo s ure Co n trols a n d Procedu re s

The Company's principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31, 2019. Based on that evaluation, the principal executive officer and principal financial officer have concluded that the Company'sdisclosure controls and procedures are effective. They are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act isrecorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed bythe Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the principal executive officer and principal financialofficer, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting

Beginning January 1, 2019, we adopted ASC 842, “Leases.” We implemented changes to our processes and the related control activities related to lease accounting. As a result of the acquisition ofNutrisystem on March 8, 2019, we have implemented internal controls over financial reporting to include consolidation of Nutrisystem. Nutrisystem utilizes separate information and accounting systems andprocesses. We are in the process of reviewing and evaluating the design and operating effectiveness of internal control over financial reporting relating to Nutrisystem’s operations, and, as a result, certaincontrols may be changed.

Except as disclosed above, t here were no changes in the Company's internal controls over financial reporting during the three months ended March 31, 2019 that have materially affected, or are

reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II Othe r Infor m ation

Item 1. Legal Proceedings

See Note 12 of the notes to consolidated financial statements included in this report for discussion of recent legal proceedings.

Item 1A. Risk Factors

Part I, Item 1A. “Risk Factors” in our 2018 Form 10-K is amended and restated in its entirety as follows: In the execution of our business strategy, our operations and financial condition are subject to certain risks. A summary of certain material risks is provided below, and you should take such risks into accountin evaluating any investment decision involving the Company. This section does not describe all risks applicable to us and is intended only as a summary of certain material factors that could impact ouroperations in the industry in which we operate. Other sections of this report contain additional information concerning these and other risks. Risks Relating to Our Business Generally Our business strategy relating to the development and introduction of new products and services exposes us to risks such as limited customer and/or market acceptance and additionalexpenditures that may not result in additional net revenue. An important component of our business strategy is to focus on new products and services that enable us to provide immediate value to our customers. Customer and/or market acceptance of these newproducts and services cannot be predicted with certainty, and if we fail to execute properly on this strategy or to adapt this strategy as market conditions evolve, our ability to grow revenue and our results ofoperations may be adversely affected. If we fail to successfully implement our business strategy, our financial performance and our growth could be materially and adversely affected. Our future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Implementation of our strategy will require effective management ofour operational, financial and human resources and will place significant demands on those resources. See Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results ofOperations – Business Strategy" in this report for more information regarding our business strategy. There are risks involved in pursuing our strategy, including the ability to hire or retain the personnelnecessary to manage our strategy effectively. In addition to the risks set forth above, implementation of our business strategy could be affected by a number of factors beyond our control, such as increased competition, legal developments, governmentregulation, general economic conditions, increased operating costs or expenses, and changes in industry trends. We may decide to alter or discontinue certain aspects of our business strategy at any time. Ifwe are not able to implement our business strategy successfully, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our businessstrategy successfully, our operating results may not improve to the extent we anticipate, or at all. We may fail to realize the anticipated benefits and cost savings of the acquisition of Nutrisystem, which could adversely affect the value of our Common Stock. The success of the acquisition of Nutrisystem will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining the business of Nutrisystem with our legacy business. Ourability to realize these anticipated benefits and cost savings is subject to certain risks including: • our ability to combine successfully the business of Nutrisystem with our legacy business, including with respect to the integration of our systems and technology; • whether the combined businesses will perform as expected; • the possibility that we paid more for Nutrisystem than the value we will derive from the acquisition; • the reduction of our cash available for operations and other uses and the incurrence of indebtedness to finance the acquisition; and

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• the assumption of known and unknown liabilities of Nutrisystem.

If we are not able to successfully combine the business of Nutrisystem with our legacy business within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the acquisitionmay not be realized fully or at all or may take longer to realize than expected, the combined businesses may not perform as expected, and the value of our Common Stock may be adversely affected. We cannot provide assurances that Nutrisystem’s business and our legacy business can be integrated successfully. It is possible that the integration process could result in the loss of key employees, thedisruption of our ongoing businesses or in unexpected integration issues, higher than expected integration costs, and an overall integration process that takes longer than originally anticipated. In addition, at times, the attention of certain members of our management and resources may be focused on completion of the integration and diverted from day-to-day business operations, which may disruptour ongoing business. We may experience difficulties associated with the implementation and/or integration of new businesses, services (including outsourced services), technologies, solutions, or products. We may face difficulties, costs, and delays in effectively implementing and/or integrating acquired businesses, services (including outsourced services), technologies, solutions, or products into ourbusiness. Implementing internally-developed solutions and products, and/or integrating newly acquired businesses, services (including outsourced services), and technologies could be time-consuming andmay strain our resources. Consequently, we may not be successful in implementing and/or integrating these new businesses, services, technologies, solutions, or products and may not achieve anticipatedrevenue and cost benefits. The performance of our business and the level of our indebtedness could prevent us from meeting the obligations under our credit agreement or have an adverse effect on our future financialcondition, our ability to raise additional capital, or our ability to react to changes in the economy or our industry. In connection with the acquisition of Nutrisystem, on March 8, 2019, we entered into the Credit Agreement with a group of lenders. As of March 31, 2019, outstanding debt under the Credit Agreementwas $1,165 million . Our ability to service our indebtedness will depend on our ability to generate cash in the future. We cannot assure you that our business will generate sufficient cash flow from operations or that futureborrowings will be available in an amount sufficient to enable us to service our indebtedness or to fund other liquidity needs. The Credit Agreement contains a financial covenant that requires us to maintain specified maximum ratios or levels of consolidated total net debt to EBITDA, calculated as provided in the Credit Agreement.The Credit Agreement also contains various other affirmative and negative covenants customary for financings of this type that, subject to certain exceptions, impose restrictions and limitations on our andcertain of our subsidiaries with respect to, among other things, indebtedness; liens; negative pledges; restricted payments (including dividends, distributions, buybacks, redemptions, repurchases with respectto equity interests, and payments, redemptions, retirements, purchases, acquisitions, defeasance, exchange, conversion, cancellation or termination with respect to junior lien, subordinated or unsecureddebt); restrictions on subsidiary distributions; loans, advances, guarantees, acquisitions and other investments; mergers and other fundamental changes; sales and other dispositions of assets (includingequity interests in subsidiaries); sale/leaseback transactions; transactions with affiliates; conduct of business; amendments and waivers of organizational documents and material junior debt agreements; andchanges to fiscal year. Our indebtedness could adversely affect our future financial condition or our ability to react to changes in the economy or industry by, among other things: • increasing our vulnerability to a downturn in general economic conditions, loss of revenue and/or profit margins in our business, or to increases in interest rates, particularly with respect to the

portion of our outstanding debt that is subject to variable interest rates; • potentially limiting our ability to obtain additional financing or to obtain such financing on favorable terms; cau sing us to dedicate a portion of future cash flow from operations to service or pay down our debt, which reduces the cash available for other purposes, such as operations, capital expenditures, and future

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business opportunities; and possibly limiting our a bility to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less leveraged.

Changes in macroeconomic conditions may adversely affect our business. Economic difficulties and other macroeconomic conditions could reduce the demand and/or the timing of purchases for certain of our services from customers and potential customers. In addition, changes ineconomic conditions could create liquidity and credit constraints. We cannot assure you that we would be able to secure additional financing if needed and, if such funds were available, that the terms andconditions would be acceptable to us. We have a significant amount of goodwill and intangible assets, the value of which could become impaired. We have recorded significant portions of the purchase price of certain acquisitions as goodwill and/or intangible assets. At March 31, 2019, we had approximately $780.4 million and $975.7 million of goodwilland intangible assets, respectively. We review goodwill and intangible assets not subject to amortization for impairment on an annual basis (during the fourth quarter) or more frequently whenever events orcircumstances indicate that the carrying value may not be recoverable. If we determine that the carrying values of our goodwill and/or intangible assets are impaired, we may incur a non-cash charge toearnings, which could have a material adverse effect on our results of operations for the period in which the impairment occurs. A failure of our information technology or systems could adversely affect our business. Our ability to deliver our products and services depends on effectively using information technology. We rely upon our information technology and systems for operating and monitoring all major aspects ofour business. These technologies and systems and, therefore, our operations could be damaged or interrupted by natural disasters, power loss, network failure, improper operation by our employees, dataprivacy or security breaches, computer viruses, computer hacking, network penetration or other illegal intrusions or other unexpected events. Any disruption in the operation of our information technology orsystems, regardless of the cause, could adversely impact our operations, which may adversely affect our financial condition, results of operations and cash flows. A cybersecurity incident could result in the loss of confidential data, give rise to remediation and other expenses, expose us to liability under the Health Insurance Portability and AccountabilityAct of 1996 (“HIPAA”), consumer protection laws, common law theories or other laws, subject us to litigation and federal and state governmental inquiries, damage our reputation, andotherwise be disruptive to our business. The nature of our business involves the receipt, storage and use of personal data about the participants in our programs, including individually identifiable health information, as well as employees andcustomers. Additionally, we rely upon third parties that are not directly under our control to do so as well. The secure maintenance of this confidential information is critical to our business operations. Toprotect our information systems from attack, damage and unauthorized use, we have implemented multiple layers of security, including technical safeguards, processes, and our people. Our defenses aremonitored and routinely tested internally and by external parties. Despite these efforts, threats from malicious persons and groups, new vulnerabilities, and advanced attacks against information systemscreate risk of cybersecurity incidents. We cannot provide assurance that we or our third-party vendors or other service providers will not be subject to cybersecurity incidents, which may result in unauthorizedaccess by third parties, loss, misappropriation, disclosure or corruption of customer, employee, or our information; member personal health information; or other data subject to privacy laws. Suchcybersecurity incidents may lead to a disruption in our systems or business, costs to modify, enhance, or remediate our cybersecurity measures, liability under privacy, security and consumer protection lawsor litigation under these or other laws, including common law theories, and subject us to enforcement actions, fines, regulatory proceedings or litigation against us, damage to our business reputation, areduction in participation and sales of our products and services, and legal obligations to notify customers or other affected individuals about an incident, which could cause us to incur substantial costs andnegative publicity, any of which could have a material adverse effect on our financial condition and results of operations and harm our business reputation. As a result, cybersecurity and the continued development and enhancement of our controls, processes and practices remain a priority for us. We may be required to expend significant additional resources inour efforts to modify or enhance our protective measures against evolving threats or to investigate and remediate any cybersecurity vulnerabilities.

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Our business is subject to changing privacy and security laws, rules and regulations, including HIPAA, the Payment Card Industry Data Security Standards, the Telephone Consumer ProtectionAct and other state privacy regulations, for which failure to adhere could negatively impact our business. Our business is subject to various privacy and data security laws, regulations, and codes of conduct that apply to our various business units (e.g., Payment Card Industry Data Security Standards andTelephone Consumer Protection Act). These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. Governmentregulators, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. This increased scrutiny may result in newinterpretations of existing laws, thereby further impacting our business. For example, in June 2018, the State of California passed the California Consumer Privacy Act of 2018 (“CCPA”), which takes effectJanuary 1, 2020. The new law applies broadly to information that identifies or is associated with any California household or individual, and compliance with the new law requires that we implement severaloperational changes, including processes to respond to individuals’ data access and deletion requests. Additionally, the Federal Trade Commission (the “FTC”) and many state attorneys general areinterpreting federal and state consumer protection laws to impose standards for the collection, use, dissemination and security of data. The obligations imposed by the CCPA and other similar laws that maybe enacted at the federal and state level may require us to modify our business practices and policies and to incur substantial expenditures in order to comply. In order to be successful, we must attract, engage, retain and integrate key employees and have adequate succession plans in place, and failure to do so could have an adverse effect on ourability to manage our business. Our success depends, in large part, on our ability to attract, engage, retain and integrate qualified executives and other key employees throughout all areas of our business. Identifying, developing internally orhiring externally, training and retaining highly-skilled managerial and other personnel are critical to our future, and competition for experienced employees can be intense. Failure to successfully hireexecutives and key employees or the loss of any executives and key employees could have a significant impact on our operations. The loss of services of any key personnel, the inability to retain and attractqualified personnel in the future, or delays in hiring may harm our business and results of operations. Further, changes in our management team may be disruptive to our business, and any failure tosuccessfully integrate key newly hired employees could adversely affect our business and results of operations. We face competition for staffing, which may increase our labor costs and reduce profitability. We compete with other healthcare and services providers in recruiting qualified management, including executives with the required skills and experience to operate and grow our business, and staffpersonnel for the day-to-day operations of our business. These challenges may require us to enhance wages and benefits to recruit and retain qualified management and other professionals. Difficulties inattracting and retaining qualified management and other professionals, or in controlling labor costs, could have a material adverse effect on our profitability. We are or may become a party to litigation that could potentially force us to pay significant damages and/or harm our reputation. We are subject to certain legal proceedings, which potentially involve large claims and significant defense costs (see Part II, Item 1. "Legal Proceedings" in this report). These legal proceedings and any otherclaims that we may face in the future, whether with or without merit, could result in costly litigation, and divert the time, attention, and resources of our management. Although we currently maintain varioustypes of liability insurance, we cannot provide assurance that the coverage limits of such insurance policies will be adequate or that all such claims will be covered by insurance. Although we believe that wehave conducted our operations in full compliance with applicable statutory and contractual requirements and that we have meritorious defenses to outstanding claims, it is possible that resolution of theselegal matters could have a material adverse effect on our results of operations. In addition, legal expenses associated with the defense of these matters may be material to our results of operations in aparticular financial reporting period. Third parties may infringe on our brands, trademarks and other intellectual property rights, which may have an adverse impact on our business.

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We currently rely on a combination of trademark and other intellectual property laws and confidentiality procedures to establish and protect our proprietary rights, including our brands. If we fail to successfullyenforce our intellectual property rights, the value of our brands, services and products could be diminished and our business may suffer. Our precautions may not prevent misappropriation of our intellectualproperty. Any legal action that we may bring to protect our brands and other intellectual property could be unsuccessful and expensive and could divert management’s attention from other business concerns.In addition, legal standards relating to the validity, enforceability and scope of protection of intellectual property, especially in Internet-related businesses, are uncertain and evolving. We cannot assure youthat these evolving legal standards will sufficiently protect our intellectual property rights in the future. We may in the future be subject to intellectual property rights claims. Third parties may in the future make claims against us alleging infringement of their intellectual property rights. Any intellectual property claims, regardless of merit, could be time-consuming and expensive tolitigate or settle and could significantly divert management’s attention from other business concerns. In addition, if we were unable to successfully defend against such claims, we may have to pay damages,stop selling the service or product or stop using the software, technology or content found to be in violation of a third party’s rights, seek a license for the infringing service, product, software, technology orcontent or develop alternative non-infringing services, products, software, technology or content. If we cannot license on reasonable terms, develop alternatives or stop using the service, product, software,technology or content for any infringing aspects of our business, we may be forced to limit our service and product offerings. Any of these results could reduce our revenue and our ability to competeeffectively, increase our costs or harm our business. Damage to our reputation could harm our business, including our competitive position and business prospects. Our ability to attract and retain customers, members and employees is impacted by our reputation. Harm to our reputation can arise from various sources, including employee misconduct, security breaches,unethical behavior, litigation or regulatory outcomes, which could, among other consequences, increase the size and number of litigation claims and damages asserted or subject us to enforcement actions,fines and penalties and cause us to incur related costs and expenses. We could be adversely affected by violations of the Foreign Corrupt Practices Act ("FCPA") and similar anti-bribery laws of other countries in which we provided services prior to the sale of ourtotal population health services ("TPHS") business. Because of the international operations that we previously conducted as part of our TPHS business that we sold to Sharecare, Inc. in July 2016, we could be adversely affected by violations of the FCPA andsimilar anti-bribery laws of other countries in which we provided services prior to the sale. The FCPA and similar anti-bribery laws generally prohibit companies and their intermediaries from making improperpayments to government officials or other third parties for the purpose of obtaining or retaining business or gaining any business advantage. While our policies mandated compliance with these anti-briberylaws, we cannot provide assurance that our internal control policies and procedures always protected us from reckless or criminal acts committed by our employees, contractors or agents. Failure to complywith the FCPA and similar legislation prior to the sale of our TPHS business could result in the imposition of civil or criminal fines and penalties and could disrupt our business and adversely affect our resultsof operations, cash flows and financial condition. Risks Relating to Our Healthcare Segment A significant percentage of Healthcare segment revenues is derived from health plan customers. A significant percentage of our Healthcare segment revenues is derived from health plan customers. The health plan industry may continue to consolidate, and we cannot assure you that we will be able toretain health plan customers, or continue to provide our products and services to such health plan customers on terms at least as favorable to us as currently provided, if they are acquired by other healthplans that already participate in competing programs or are not interested in our programs. Increasing vertical integration efforts involving health plans and healthcare providers or entities that provide wellnessservices may increase these challenges. Our health plan customers that are part of larger healthcare enterprises may have greater bargaining power, which may lead to

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further pressure on the prices for our products and services. In addition, a reduction in the number of covered lives enrolled with our health plan customers or in the payments we rec eive could adverselyaffect our results of operations. Our health plan customers are subject to continuing competition and reduced reimbursement rates from governmental and private sources, which could lead current orprospective customers to seek reduced fees or choose to reduce or delay the purchase of our services. Finally, health plan customers could attempt to offer services themselves that compete directly with ourofferings, stop providing our offerings to certain or all of their members, or offer fi tness benefits in addition to SilverSneakers and Prime Fitness , which could adversely affect our business and results ofoperations. We currently derive a significant percentage of our Healthcare segment revenues from three customers. For the year ended December 31, 2018, Humana, United Healthcare, and the Blue Cross Blue Shield Association (“BCBSA”) each comprised more than 10%, and together comprised approximately 45%, ofour revenues from continuing operations. Our primary contract with Humana was renewed in 2018 and continues through December 31, 2022. The term of our contract with United Healthcare continuesthrough December 31, 2020. Our primary contract with BCBSA continues through December 31, 2022. The loss or restructuring of a contract with Humana, United Healthcare, BCBSA, or any othersignificant customers of our Healthcare segment could have a material adverse effect on our business and results of operations. None of these contracts allows Humana, United Healthcare, or BCBSA toterminate for convenience prior to the expiration of the contract. In 2018 and 2019, United Healthcare discontinued offering SilverSneakers to its individual Medicare Advantage beneficiaries in certain states and instead provided those beneficiaries a fitness benefit offeredby its wholly-owned subsidiary Optum, while continuing to offer SilverSneakers to its group Medicare Advantage members in all 50 states. Revenue from United Healthcare is expected to be in a range of $60million to $62 million in 2019, approximately one-third of which is expected to be earned from its individual Medicare Advantage business. We expect that beginning in 2020 United Healthcare will offerSilverSneakers to its group Medicare Advantage members only and will no longer offer SilverSneakers to its individual Medicare Advantage beneficiaries. Our inability to renew and/or maintain contracts with our Healthcare segment customers and/or fitness partner locations under existing terms or restructure these contracts under favorableterms could adversely affect our business and results of operations. If our Healthcare segment customers and/or fitness partner locations choose not to renew their contracts with us, our business and results of operations could be materially adversely affected. Loss of asignificant fitness partner or health plan customer or a reduction in a health plan customer's enrolled lives could have a material adverse effect on our business and results of operations. In addition, arestructuring of a contract with a health plan customer and/or fitness partner on terms that aren’t favorable to us could adversely affect our business and results of operations. Reductions in Medicare Advantage health plan reimbursement rates may negatively impact our Healthcare segment business and results of operations. A significant portion of our Healthcare segment revenue is indirectly derived from the monthly premium payments paid by the U.S. Department of Health and Human Services to our health plan customers forservices they provide to Medicare Advantage beneficiaries. As a result, our results of operations are, in part, dependent on government funding levels for Medicare Advantage programs. Any changes thatlimit or reduce Medicare Advantage reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under these programs, reductions in funding of these programs, expansion ofbenefits without adequate funding, elimination of coverage for certain benefits, or elimination of coverage affecting the services that we provide, could have a material adverse effect on our Healthcaresegment health plan customers, and as a result, on our business and results of operations. Our results of operations could be adversely affected by severe or unexpected weather, health epidemics or outbreaks of disease. Adverse weather conditions or other extreme changes in the weather may cause people to refrain, or prevent people, from visiting fitness partner locations and using our Healthcare segment services. Additionally, widespread health epidemics or outbreaks of disease, such as influenza, may cause members to avoid public gathering places and negatively impact their use of our services. As some of thefees that we charge our customers are based on

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member particip ation, a decrease in member participation could adversely affect our business and results of operations. Compliance with existing or newly adopted federal and state laws and regulations or new or revised interpretations of such requirements could adversely affect our results of operations or mayrequire us to spend substantial amounts, and the failure to comply with applicable laws and regulations could subject us to penalties or negatively impact our ability to provide services. Our Healthcare segment customers are subject to considerable state and federal government regulation, and a substantial majority of our Healthcare segment business involves providing services toMedicare Advantage beneficiaries. As a result, we are subject directly to various federal laws and regulations, including the federal False Claims Act, billing and reimbursement requirements and otherprovisions related to fraud and abuse. The Centers for Medicare & Medicaid Services is in the process of expanding its Recovery Audit Contractor program for Medicare Advantage, which may result inincreased government enforcement. Further, our contracts with Medicare Advantage plans require us to comply with a number of regulatory provisions and to permit these health plan customers to performcompliance audits of our processes and programs. Many of these regulations are vaguely written and subject to differing interpretations that may, in certain cases, result in unintended consequences thatcould impact our ability to effectively deliver services. Further, we are required to comply with most requirements of the HIPAA privacy and security laws and regulations and may be subject to criminal or civilpenalties for violations of these regulations. Certain of our services, including health utilization management and certain claims payment functions, require licensure and may be regulated by governmentagencies. We are subject to a variety of legal requirements in order to obtain and maintain such licenses, but little guidance is available to determine the scope of some of these requirements. We continually monitor the extent to which federal and state legislation and regulations govern our operations. New federal or state laws or regulations or new interpretations of existing requirements thataffect our operations could have a material adverse effect on our results of operations. If we are found to have violated applicable laws, to have caused any of our Healthcare segment customers to submitfalse claims or make false statements, or to have failed to comply with our contractual compliance obligations, we could be required to restructure our Healthcare segment operations, be subject to contractualpenalties, including termination of our Healthcare segment customer agreements, and be subject to significant civil and criminal penalties. Healthcare reform efforts may result in a reduction to our revenues from government health programs and private insurance companies or otherwise directly or indirectly impact our business. The healthcare industry is subject to various political, regulatory, scientific, and technological influences. Efforts at federal and state levels of government have resulted in laws and regulations intended toeffect significant change within the healthcare system. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”), themost prominent of these efforts, affects coverage, delivery, and reimbursement of healthcare services. Among other effects, several of its provisions may increase the costs and/or reduce the revenues of ourcustomers or prospective customers. For example, the ACA eliminates pre-existing condition exclusions by commercial health plans, bans annual benefit limits, and mandates minimum medical loss ratios forhealth plans. However, there is substantial uncertainty regarding the net effect and future of the ACA. The presidential administration and Congress have made significant changes to the ACA, its implementation and itsinterpretation. The president signed an executive order that directs agencies to minimize “economic and regulatory burdens” of the ACA. Final rules issued in 2018 expand the availability of association healthplans and allow the sale of short-term, limited-duration health plans, neither of which are required to cover all of the essential benefits mandated by the ACA. Further, effective January 2019, Congresseliminated the penalty associated with the ACA’s individual mandate. As a result, a federal court in Texas ruled in December 2018 that, because the penalty associated with the individual mandate waseliminated, the entire ACA was unconstitutional. However, the law remains in effect pending appeal. It is possible that the reforms imposed by the ACA or uncertainty regarding significant changes or courtchallenges to the law will adversely affect the profitability of our Healthcare segment customers and cause our Healthcare segment customers or prospective customers to reduce or delay the purchase of ourservices or to demand reduced fees. Because of this uncertainty and many other variables, including the ACA’s complexity and the difficulty of predicting the impact of changes on other healthcare industryparticipants and the ultimate outcome of court challenges, we are unable to predict all of the ways in which the ACA could impact us. Furthermore, we could also be impacted by future legislative andregulatory healthcare reform initiatives. For example, beginning in

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2020, the Chronic Care Act will allow Medicare Advantage plans to cover supplemental benefits that are not primarily health-related, but that have the reasonable expectation of improving or maintaininghealth. Members of Congress have proposed measures that would expand governm ent-sponsored coverage, including single-payor proposals. Risks Relating to Our Nutrition Segment Our Nutrition segment's future growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing expenditures and our ability to select effective marketsand media in which to advertise. Our Nutrition segment's future growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing expenditures, including our ability to: • create greater awareness of our Nutrition segment brands and programs; • identify the most effective and efficient levels of spending in each market, media and specific media vehicle; • determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures; • effectively manage marketing costs (including creative and media) in order to maintain acceptable customer acquisition costs; • acquire cost-effective national television advertising; • select the most effective markets, media and specific media vehicles in which to advertise; and • convert Nutrition segment customer inquiries into actual orders.

Our planned marketing expenditures for our Nutrition segment may not result in increased revenue or generate sufficient levels of brand name and program awareness. We may not be able to manage ourNutrition segment's marketing expenditures on a cost-effective basis whereby our Nutrition segment customer acquisition costs may exceed the contribution profit generated from each additional customer. Our Nutrition segment relies on third parties to provide it with adequate food supply, freight and fulfillment and Internet and networking services, the loss of any of which could cause ourrevenue, earnings or reputation to suffer. Food Manufacturers and Other Suppliers . Our Nutrition segment relies solely on third-party manufacturers to supply all of the food and other products we sell as well as packaging materials. If we are unableto obtain sufficient quantity, quality and variety of food, other products and packaging materials in a timely and low-cost manner from our manufacturers, we will be unable to fulfill our Nutrition segmentcustomers’ orders in a timely manner, which may cause us to lose revenue and market share or incur higher costs, as well as damage the value of our brands. Freight and Fulfillment . Currently, all of our Nutrition segment customer order fulfillment is handled by one third-party provider. Also, almost all of our direct to consumer Nutrition segment customer ordersare shipped by one third-party provider and almost all of our orders for Nutrition segment retail programs were shipped by another third-party provider. Should these providers be unable to service our needsfor even a short duration, our revenue and business could be adversely affected. Additionally, the cost and time associated with replacing these providers on short notice would add to our costs. Anyreplacement fulfillment provider would also require startup time, which could cause us to lose sales and market share. Internet and Networking . Our Nutrition segment business also depends on a number of third parties for Internet access and networking, and we have limited control over these third parties. Should ourNutrition segment's network connections go down, our ability to fulfill orders would be delayed. Further, if our Nutrition segment's websites or call center become unavailable for a noticeable period of time dueto Internet or communication failures, our business could be adversely affected, including harm to our brands and loss of sales. Therefore, we are dependent on maintaining good relationships with these third parties. The services we require from these parties may be disrupted by a number of factors associated with their businesses,including the following: • labor disruptions;

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• delivery problems; • financial condition or results of operations; • internal inefficiencies; • equipment failure; • severe weather; • fire; • natural or man-made disasters; and • with respect to our food suppliers, shortages of ingredients or United States Department of Agriculture ("USDA") or United States Food and Drug Administration (“FDA”) compliance issues.

We may be subject to claims that our Nutrition segment personnel are unqualified to provide proper weight loss advice. We offer counseling options from weight loss counselors, registered dietitians and certified diabetes educators with varying levels of training. We may be subject to claims from our Nutrition segmentcustomers alleging that our personnel lack the qualifications necessary to provide proper advice regarding weight loss and related topics. We may also be subject to claims that our Nutrition segmentpersonnel have provided inappropriate advice or have inappropriately referred or failed to refer customers to health care providers for matters other than weight loss. Such claims could result in lawsuits,damage to our reputation and divert management’s attention from our business, which would adversely affect our business. We may be subject to health related claims from our customers. Our Nutrition segment's weight loss programs do not include medical treatment or medical advice, and we do not engage physicians or nurses to monitor the progress of our Nutrition segment customers.Many people who are overweight suffer from other physical conditions, and our target customers could be considered a high-risk population. A Nutrition segment customer who experiences health problemscould allege or bring a lawsuit against us on the basis that those problems were caused or worsened by participating in our weight management programs or by consuming one or more of our individualproducts. For example, our Nutrition segment's predecessor businesses suffered substantial losses due to health-related claims and related publicity. If we become subject to any such claims, while we woulddefend ourselves against such claims, we may ultimately be unsuccessful in our defense. Also, defending ourselves against such claims, regardless of their merit and ultimate outcome, would likely be lengthyand costly, and adversely affect our results of operations. Further, our general liability insurance may not cover claims of these types. The weight management industry is highly competitive. If any of our competitors or a new entrant into the market with significant resources pursues a weight management program similar toours, our Nutrition segment business could be significantly affected. Competition is intense in the weight management industry and we must remain competitive in the areas of program efficacy, price, taste, customer service and brand recognition. The competitors of ourNutrition segment include companies selling pharmaceutical products and weight loss programs, digital tools and wearable trackers, as well as a wide variety of diet foods and meal replacement bars andshakes, appetite suppressants and nutritional supplements. Some of our Nutrition segment's competitors are significantly larger than we are and have substantially greater resources. Our Nutrition segmentbusiness could be adversely affected if someone with significant resources decided to imitate our weight management programs. For example, if a major supplier of pre-packaged foods decided to enter thismarket and made a substantial investment of resources in advertising and training diet counselors, our Nutrition segment business could be significantly affected. Any increased competition from new entrantsinto our Nutrition segment's industry or any increased success by existing competition could result in reductions in our Nutrition segment sales or prices, or both, which could have an adverse effect on ourbusiness and results of operations. We are dependent on certain third-party agreements for a percentage of revenue. Our Nutrition segment has agreements with certain third-party retailers. Under these agreements, these third parties control when and how often our Nutrition segment products are offered and we are notguaranteed any minimum level of sales. If any third party elects not to renew their agreement with us or reduces the promotion of our Nutrition segment products, our revenue will suffer. In addition, our third-party retailers may decide to stop

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selling our Nutrition segment products upon written notice, which may result in an increased level of reclamation claims. In the event any retailer terminates its relationship with us and the level of reclamationclaims exceeds the estimated amount reserved on our balance sheet at the time of sale to the retailer, we will have to record an expense for the excess claims, which could adversely impact our results ofoperations and financial condition. Additionally, in certain instances , we could be prohibited from selling our Nutrition segment products through competitors of these third parties for a specified time after thetermination of the agreements. New weight loss products or services may put us at a competitive disadvantage. On an ongoing basis, many existing and potential providers of weight loss solutions, including many pharmaceutical firms with significantly greater financial and operating resources than we have, aredeveloping new products and services. The creation of a weight loss solution, such as a drug therapy, that is perceived to be safe, effective and “easier” than a portion-controlled meal plan would put ourNutrition segment at a disadvantage in the marketplace and our results of operations could be negatively affected. We may be subject to litigation from our competitors. Our Nutrition segment's competitors may pursue litigation against us based on our advertising or other marketing practices regardless of its merit and chances of success, especially if we engage incomparative advertising, which includes advertising that directly or indirectly mentions a competitor or a competitor’s weight loss program in comparison to our Nutrition segment programs. While we woulddefend ourselves against any such claims, our defense may ultimately be unsuccessful. Also, defending against such claims, regardless of their merit and ultimate outcome, may be lengthy and costly, strainour resources and divert management’s attention from their core responsibilities, which would have a negative impact on our business. We have and expect to continue to launch new weight loss programs and brands which may not be successful due to the failure of such programs or brands to achieve anticipated levels ofmarket acceptance, which could adversely affect our Nutrition segment business, financial condition and results of operations. There are a number of risks inherent in any new program or brand introduction, which could prevent us from achieving revenue growth and increasing our Nutrition segment's overall market share in thecommercial weight loss market. Any new program or brand may fail to achieve the anticipated level of market acceptance or appeal to customer tastes and preferences. In addition, introduction costs,including product testing and marketing, may be greater than anticipated. If the new program or brand is not successful or falls short of anticipated market acceptance, we may be adversely affected bycontinued expenses and the diversion of management time to this initiative. Any or all of such events could have adverse effects on our business, financial condition and results of operations. If we do not continue to receive referrals from existing Nutrition segment customers, our Nutrition segment's customer acquisition cost may increase. We rely on word-of-mouth advertising for a portion of our new Nutrition segment customers. If our brands suffer or the number of customers acquired through referrals drops due to other circumstances, ourcosts associated with acquiring new Nutrition segment customers and generating revenue will increase, which will, in turn, have an adverse effect on our profitability. We use third-party marketing vendors to promote our Nutrition segment products. If the spokespersons affiliated with the third-party marketing vendors suffer adverse publicity or elect to notrenew, our revenue could be adversely affected. Our Nutrition segment's marketing strategy depends in part on celebrity spokespersons, as well as customer spokespersons, to promote our weight loss programs. Any of these spokespersons may becomethe subject of adverse news reports, negative publicity or otherwise be alienated from a segment of our Nutrition segment customer base, whether weight loss related or not. If so, such events may reduce theeffectiveness of his or her endorsement and, in turn, adversely affect our revenue and results of operations. Additionally, if a spokesperson elects not to renew their agreement with us, our revenue maysuffer. Changes in customer preferences could negatively impact our operating results.

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Our Nutrition segment programs feature frozen and ready-to-go food selections, which we believe offer convenience and value to our customers. Our continued success depends, to a large degree, upon thecontinued popularity of our Nutrition segment programs versus various other weight loss, weight management and fitness regimens, such as low carbohydrate diets, appetite suppressants and diets featuredin the published media. Changes in customer tastes and preferences away from our frozen or ready-to-go food and support and counseling services, and any failure to provide innovative responses to thesechanges, may have a materially adverse impact on our business, financial condition, operating results and cash flows.Our success is also dependent on our food innovation including maintaining a robust array of food items and improving the quality of existing items. If we do not continually expand our food items or providecustomers with items that are desirable in taste and quality, our business could be adversely impacted. The weight loss industry is subject to adverse publicity, which could harm our Nutrition segment business. The weight loss industry receives adverse publicity from time to time, and the occurrence of such publicity could harm us, even if the adverse publicity is not directly related to us. In the early 1990s, ourNutrition segment's predecessor businesses were subject to extremely damaging adverse publicity relating to a large number of lawsuits alleging that the Nutrisystem® weight loss program in use at that timeled to gall bladder disease. This publicity was a factor that contributed to the bankruptcy of our Nutrition segment's predecessor businesses in 1993. In addition, our Nutrition segment's predecessorbusinesses were severely impacted by significant litigation and damaging publicity related to their customers’ use of fen-phen as an appetite suppressant, which the FDA ordered withdrawn from the market inSeptember 1997. The significant decline in business resulting from the fen-phen problems caused our Nutrition segment's predecessor businesses to close all of their company-owned weight loss centers. Congressional hearings about practices in the weight loss industry have also resulted in adverse publicity and a consequent decline in the revenue of weight loss businesses. Future research reports orpublicity that is perceived as unfavorable or that question certain weight loss programs, products or methods could result in a decline in our revenue. Because of our dependence on customer perceptions,adverse publicity associated with illness or other undesirable effects resulting from the consumption of our Nutrition segment products or similar products by competitors, whether or not accurate, could alsodamage customer confidence in our Nutrition segment weight loss programs and result in a decline in revenue. Adverse publicity could arise even if the unfavorable effects associated with weight lossproducts or services resulted from the user’s failure to use such products or services appropriately. The industry in which our Nutrition segment operates is subject to governmental regulation that could increase in severity and hurt results of operations. The industry in which our Nutrition segment operates is subject to federal, state and other governmental regulation. Certain federal and state agencies, such as the FTC, regulate and enforce such lawsrelating to advertising, disclosures to customers, privacy, customer pricing and billing arrangements and other customer protection matters. A determination by a federal or state agency, or a court, that any ofour practices do not meet existing or new laws or regulations could result in liability, adverse publicity and restrictions on our business operations. Some advertising practices in the weight loss industry, inparticular, have led to investigations from time to time by the FTC and other governmental agencies and many companies in the weight loss industry, including our Nutrition segment's predecessorbusinesses, have entered into consent decrees with the FTC relating to weight loss claims and other advertising practices. In addition, the FTC’s Guides Concerning the Use of Endorsements andTestimonials in Advertising require us and other weight loss companies to use a statement as to what the typical weight loss a customer can expect to achieve on our Nutrition segment programs when usinga customer’s weight loss testimonial in advertising. Federal and state regulation of advertising practices generally, and in the weight loss industry in particular, may increase in scope or severity in the future,which could have a material adverse impact on our business. Other aspects of the industry in which our Nutrition segment operates are also subject to government regulation. For example, the manufacturing, labeling and distribution of food products, including dietarysupplements, are subject to strict USDA and FDA requirements and food manufacturers are subject to rigorous inspection and other requirements of the USDA and FDA, and companies operating in foreignmarkets must comply with those countries’ requirements for proper labeling, controls on hygiene, food preparation and other matters. If federal, state, local or foreign regulation of the weight loss industryincreases for any reason, then we may be required to incur significant expenses, as well as modify our operations to comply with new regulatory requirements, which

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could harm our operating results. Additionally, remedies available in any potential admini strative or regulatory actions may include product recalls and requiring us to refund amounts paid by all affectedcustomers or pay other damages, which could be substantial. Laws and regulations directly applicable to communications, operations or commerce over the Internet such as those governing intellectual property, privacy, libel and taxation, are becoming more prevalentand some remain unsettled. If we are required to comply with new laws or regulations or new interpretations of existing laws or regulations, or if we are unable to comply with these laws, regulations orinterpretations, our business could be adversely affected. Future laws or regulations, including laws or regulations affecting our marketing and advertising practices, relations with customers, employees, service providers, or our services and products, may have anadverse impact on us. The sale of ingested products involves product liability and other risks.

Like other distributors of products that are ingested, we face an inherent risk of exposure to product liability claims if the use of our Nutrition segment products results in illness or injury. The foods that weresell in the U.S. are subject to laws and regulations, including those administered by the USDA and FDA that establish manufacturing practices and quality standards for food products. Product liability claimscould have a material adverse effect on our business as existing insurance coverage may not be adequate. Distributors of weight loss food products, including dietary supplements, as well as our Nutritionsegment's predecessor businesses, have been named as defendants in product liability lawsuits from time to time. The successful assertion or settlement of an uninsured claim, a significant number ofinsured claims or a claim exceeding the limits of our insurance coverage would harm us by adding costs to the business and by diverting the attention of senior management from the operation of ourbusiness. We may also be subject to claims that our Nutrition segment products contain contaminants, are improperly labeled, include inadequate instructions as to use or inadequate warnings coveringinteractions with other substances. Product liability litigation, even if not meritorious, is very expensive and could also entail adverse publicity for us and adversely affect our results of operations. In addition,the products we distribute, or certain components of those products, may be subject to product recalls or other deficiencies. Any negative publicity associated with these actions would adversely affect ourbrands and may result in decreased product sales and, as a result, lower revenue and profits.

Item 6. Exhibits

(a) Exhibits 10.1

Amended and Restated Employment Agreement, dated March 18, 2019, between Tivity Health, Inc. and Donato Tramuto (incorporated herein by reference to Exhibit 10.1 to Tivity Health’sCurrent Report on Form 8-K, filed March 18, 2019 (File No. 000-19364)).

10.2

Employment Agreement, dated March 8, 2019, by and between Tivity Health and Dawn Zier (incorporated herein by reference to Exhibit 10.2 to Tivity Health’s Current Report on Form 8-K,filed March 8, 2019 (File No. 000-19364)).

10.3

Form of Nondisclosure and Noncompete Agreement for Ms. Zier (incorporated herein by reference to Exhibit 10.2 to Tivity Health’s Current Report on Form 8-K, filed March 8, 2019 (FileNo. 000-19364)).

10.4

Form of Amended and Restated 2014 Stock Incentive Plan Restricted Stock Unit Award Agreement for Ms. Zier (incorporated herein by reference to Exhibit 10.2 to Tivity Health’s CurrentReport on Form 8-K, filed March 8, 2019 (File No. 000-19364)).

10.5

Form of Amended and Restated 2014 Stock Incentive Plan Performance Stock Unit Award Agreement for Ms. Zier (incorporated herein by reference to Exhibit 10.2 to Tivity Health’sCurrent Report on Form 8-K, filed March 8, 2019 (File No. 000-19364)).

10.6

Form of Nutrisystem Stock Incentive Plan Restricted Stock Award Agreement for Ms. Zier (incorporated herein by reference to Exhibit 10.2 to Tivity Health’s Current Report on Form 8-K,filed March 8, 2019 (File No. 000-19364)).

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https://content.edgar-online.com/ExternalLink/EDGAR/0001193125-19-078418.html?hash=e83cb635efcd24dac3eb1f8751c77b3c5b8229355e5f6a8c3d0686a19c6b2e8a&dest=D722939DEX101_HTM

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https://content.edgar-online.com/ExternalLink/EDGAR/0001193125-19-069303.html?hash=5525b3e4939f5859409d5993af9e6b387a1c169f0e8cc49d8d838d8c4ee59516&dest=D720412DEX102_HTM










10.7

Form of Nutrisystem Stock Incentive Plan 2016 Restricted Stock Unit Award Agreement for Ms. Zier (incorporated herein by reference to Exhibit 10.2 to Tivity Health’s Current Report onForm 8-K, filed March 8, 2019 (File No. 000-19364)).

10.8


10.9


10.10 Offer of Employment Letter, dated August 25, 2016, by and between Tivity Health and Steve Janicak . * 10.11 Employment Agreement, dated March 8, 2019, by and between Tivity Health and Keira Krausz .* 10.12 Form of Nondisclosure and Noncompete Agreement for Ms. Krausz (included in Exhibit 10.11 ). * 10.13 Form of Amended and Restated 2014 Stock Incentive Plan Restricted Stock Unit Award Agreement for Ms. Krausz (included in Exhibit 10.11 ). * 10.14 Form of Nutrisystem Stock Incentive Plan Restricted Stock Award Agreement for Ms. Krausz (included in Exhibit 10.11) . * 10.15 Form of Nutrisystem Stock Incentive Plan 2016 Restricted Stock Unit Award Agreement for Ms. Krausz (included in Exhibit 10.11 ). * 10.16 Form of Nutrisystem Stock Incentive Plan 2017 Restricted Stock Unit Award Agreement for Ms. Krausz (included in Exhibit 10.11 ). * 10.17 Form of Nutrisystem Stock Incentive Plan 2018 Restricted Stock Unit Award Agreement for Ms. Krausz (included in Exhibit 10.11 ). * 10.18 Nutrisystem Stock Incentive Plan (incorporated herein by reference to Exhibit 99.1 to Tivity Health’s Registration Statement on Form S-8, filed March 8, 2019 (File No. 333-230173). 10.19

Credit and Guaranty Agreement, dated March 8, 2019, by and among Tivity Health, certain subsidiaries of Tivity Health, the lenders party thereto, Credit Suisse AG, Cayman IslandsBranch and SunTrust Bank. (incorporated herein by reference to Exhibit 10.1 to Tivity Health’s Current Report on Form 8-K, filed March 8, 2019 (File No. 000-19364)).

31.1 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by Donato Tramuto, Chief Executive Officer . * 31.2 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by Adam Holland, Chief Financial Officer . * 32

Certification Pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Donato Tramuto, Chief Executive Officer, and AdamHolland, Chief Financial Officer. *

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

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101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

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SIGNA T UR E S

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. (Registrant) Date: May 9, 2019 By /s/ Adam Holland Chief Financial Officer (Principal Financial Officer)

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Exhibit 10.10[Healthways logo]

August 25, 2016

Steve JanicakAddress on file Dear Steve, We are delighted to confirm the offer to join Healthways as Chief Growth Officer! We anticipate your start date to be September 13, 2016. In your new position with us, you will report directly to me and play apivotal role as a member of the Healthways Executive Leadership Team and in delivering on our purpose − − to create a healthier world one person at a time. We are excited about adding your talent to ourteam. As you have undoubtedly experienced in the hiring process, our culture is one that fosters well−being improvement. Well−being improvement is not only what we do, it's who we are. We are the Living Lab forwhat we take to market and we expect our colleagues to proactively engage in improving your personal and our collective well−being in all five elements; physical, financial, social, community, and purpose.Our collective commitment to well−being improvement for our members and ourselves is foundational to our culture. It makes us strong, unique, and even somewhat quirky. Our culture envelopes us,connects us, and makes Healthways a magical place to work. As part of this commitment to our culture, you'll be expected to follow all Healthways policies and procedures including our Code of Business Conduct. Steve, we are convinced you are going to bring your A−game and we look forward to changing the world together. Now, the good stuff: Compensation and Benefits • Your base salary will be $345,000.00 or $13,269.23 payable bi−weekly. • Your role also makes you eligible for our Colleague Bonus program. Your bonus award target is 50% of your eligible base earnings this fiscal year. Payout is contingent upon achievement of

specific company performance targets and your individual performance objectives. All colleagues must be actively employed on the payout dates to be eligible. • A one-time grant of 25,000 restricted stock units (“RSUs”), vesting over three (3) years in equal annual installments. • A one-time grant of 25,000 market stock units (“MSUs”), vesting at the end (cliff vesting) of three (3) years. • You will receive a one-time signing bonus of $5,000.00 (grossed up for taxes) payable after 30 days of employment. Your signing bonus is contingent upon the execution of the Bonus

Repayment Agreement. • As a full−time, exempt employee, you will be eligible to receive our full complement of benefits following your eligibility waiting period for each of the plans. New colleagues have 30 days from

hire date to make elections in order to activate your benefits. Your benefit elections become effective on your 31st day of employment. We have enclosed a summary of our Be Well benefitsfor your review.

• If you're at least 21 years old, you are eligible to participate in our 401(k) program on your first day of employment. In support of your financial well−being you will automatically be enrolled inthe plan after 90 days of employment if you haven't already made elections. You may enroll at www.401k.com to select or change your deferral rate at any time.

• Eligibility for our Capital Accumulation Plan (CAP).

Steve Janicak

Chief Growth Officer Like all responsible companies, Healthways has a few conditions that come along with this offer. See below for the fine print. Prior EmploymentYou represent that you are not subject to any non−competition provisions or restrictive covenants that would prevent or affect your acceptance of this offer of employment and the performance of youremployment obligations at Healthways. You further represent that the performance of your employment obligations will not violate or breach any other agreement or arrangement with a prior employer. In yourwork for the company, you will be expected not to use or disclose any confidential or proprietary information or trade secrets of any prior employer or other person to whom you have an obligation ofconfidentiality. Restrictive CovenantsUpon acceptance of this offer, you understand and agree that your employment is contingent upon your execution of and delivery to the company of a Trade Secret and Proprietary Information Agreementenclosed. To translate, that means you need to protect our proprietary information. At−Will EmploymentYou understand that your employment with Healthways is for an unspecified duration that constitutes at−will employment and that either you or the company can terminate this relationship at any time, with orwithout cause. Company Events and ActivitiesWhile here, you'll have the opportunity to participate in a number of engaging activities and events that help you optimize your well−being. We take pictures at events and share them across our sites.Sometimes those photos, stories, and videos are so great that we use them for other purposes, such as recruiting videos, sales or client meetings, and even Board meetings. You accept that your image maybe used by Healthways. Background Check and Drug TestYou understand that this offer is contingent upon the successful completion of our background check and drug testing process. Please return a signed copy of this offer letter to Ross Scott. Feel free to contact him directly should you have any questions or need assistance with the enclosed materials. Welcome home! Donato Tramuto Acknowledged and Agreed: /s/ Steve Janicak 8/25/2016Steve Janicak Date

Addendum to Offer Letter for Steve Janicak dated August 25, 2016 Termination Provisions: If your employment is terminated at any time without Cause (1) or if you terminate your employment for Good Reason (2) , you will be entitled to receive: All base salary and benefits due through the date of termination payable within thirty (30) days of the date of termination, with the date of such payment determined by the Company in its sole discretion. Upon your execution of a full release of claims in favor of the Company, provided that such release must be executed and become effective and any revocation period must expire within sixty (60) days of thedate of termination, you will also be entitled to receive: An amount equal to your base salary for a total of twelve (12) months following the date of termination. (3) G roup medical benefits for twelve (12) months after the date of termination. The costs of the Company's portion of any premiums due will be included in your gross income to the extent the provision of suchbenefits is deemed to be discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended . (3) A pro-rata portion of any annual bonus for the year in which the termination occurs, based on actual Company performance, which pro-rata annual bonus amount will be determined after the end of the fiscalyear for which the bonus plan was in place and paid in accordance with the terms of such bonus plan. (1) The following events constitute “Cause” for termination: Continued failure to substantially perform your duties after written notice and failure to cure within sixty (60) days;Conviction of a felony or engaging in misconduct that is materially injurious to the Company, monetarily or to its reputation or otherwise, or that would damage your ability to effectively perform your duties;Theft or dishonesty by you;Intoxication while on duty; orWillful violation of Company policies or procedures after written notice and failure to cure within thirty (30) days. (2) You may terminate your employment by written notice of your resignation delivered within sixty (60) days after the occurrence of any of the following events, each of which shall constitute "Good Reason"for resignation and together shall be "Good Reason Events": a. a material reduction in your base salary (unless such reduction is part of an across-the-board reduction affecting all Company executives with a comparable role or title); andb. a requirement by the Company to relocate your residence, unless such relocation is mutually agreed upon by you and the Company. You shall give the Company written notice of your intention to resign for Good Reason within sixty (60) days after the occurrence of one of the Good Reason Events. The notice must state with reasonablespecificity the Good Reason Event. Thereafter, the Company shall have sixty (60) days (the "Cure Period") to rescind the Good Reason Event(s). If the Company rescinds the Good Reason Event(s) withinthe Cure Period, you 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 you may resign forGood Reason as long as the resignation for Good Reason occurs within thirty (30) days following the expiration of the Cure Period; otherwise the right to resign on the basis of such Good Reason Event(s)shall be deemed to have been waived.

(3) These amounts will be paid to you periodically at the Company's regular payroll dates commencing within sixty (60) days following the date of termination (the commencement date will be determined bythe Company, in its sole discretion).

Exhibit 10.11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is effective as of the Effective Date (as defined below) and is made by and between Tivity Health, Inc., a Delawarecorporation (the “ Company ”), and Keira Krausz (“ Executive ”). This Agreement replaces and supersedes any other agreements between Executive and the Company or its subsidiaries.

WHEREAS , the Company has entered into that certain Agreement and Plan of Merger, dated as of December 9, 2018, by and among the Company, Sweet Acquisition, Inc., aDelaware corporation, and Nutrisystem, Inc., a Delaware corporation (the “ Merger Agreement ”);

WHEREAS , Executive has previously served as Executive Vice President and Chief Marketing Officer of Nutrisystem, Inc. pursuant to that certain Letter Agreement, dated as ofFebruary 5, 2013, by and between Executive and Nutrisystem, Inc., a copy of which is attached hereto as Exhibit A (as amended, the “ NTRI Employment Agreement ”);

WHEREAS , the Company desires that Executive serve in the role identified herein and Executive desires to hold such position under the terms and 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 Executive with the Company, effective as of theclosing of the transaction contemplated by the Merger Agreement (the “ Effective Date ”).

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

I. EMPLOYMENT . The Company hereby employs Executive and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement.

II. TERM . The Company agrees to employ Executive pursuant to the terms of this Agreement, and Executive agrees to be so employed, for a term of one year (the “ Initial Term ”)commencing as of the Effective Date. On each anniversary of the Effective Date following the Initial Term, the term of this Agreement shall be automatically extended for successive one-yearperiods, provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least 30 days prior to the end of the Initial Term or anyrenewal term. Notwithstanding the foregoing, Executive’s employment hereunder may be earlier terminated in accordance with Section VI hereof. The period of time between the Effective Date andthe termination of Executive’s employment under this Agreement shall be referred to herein as the “ Term .” A non-renewal of the Term by the Company in accordance with this Section II shall betreated 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 (asdefined below).

III. POSITION .

A. Position and Duties . Executive shall serve as Division President, Nutrition of the Company. In this capacity, Executive shall have the duties, authorities and responsibilitiescommensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as the Board ofDirectors of the Company (the “ Board ”) shall designate from time to time that are not inconsistent with the Executive’s position as Division President, Nutrition of the Company. Executive shallreport to the President and Chief Operating Officer of the Company; provided that if Dawn Zier is no longer serving as President and Chief Operating Officer of the Company, Executive shall reportto the Chief Executive Officer or President of the Company. When Executive’s employment terminates for any reason, Executive will resign as an officer of the Company (and any of itssubsidiaries). All resignations shall be effective no later than the Date of Termination (as defined in Section VI.H).

B. Primary Location; Travel . Executive will perform services for the Company primarily in Fort Washington, Pennsylvania; provided, however, that Executive will travel asreasonably required to fulfill Executive’s obligations under this Agreement.

IV. DUTIES . Executive shall devote Executive’s full working time and attention to the business and affairs of the Company; provided, however, that it shall not be a violation of thisAgreement for Executive to manage her passive personal investments, or to engage in or serve such civic, community, charitable, educational, or religious organizations as she may select, so long asshe does not, directly or indirectly hold more than a total of 2% of all shares of stock of any public company and such other activities do not materially interfere with the performance of Executive’sresponsibilities under this Agreement or violate Executive’s restrictive covenant obligations in Section IX of this Agreement.

V. COMPENSATION.

A. Base Salary . Executive’s initial base salary as of the Effective Date is $475,000. The initial base salary and any increase is defined as the “ Base Salary .” The Base Salaryis paid in accordance with the Company’s normal payroll practices, but not less frequently than monthly, and subject to applicable taxes and withholding. Executive’s Base Salary shall be subject toannual review by the Board (or a committee thereof), and may be increased, but not decreased below its then current level, from time to time by the Board.

B. Special Retention Award . On or effective as of the Effective Date, the Executive will be granted restricted stock units with a grant date fair value of $750,000, which willbe issued pursuant to the Company’s Amended and Restated 2014 Stock Incentive Plan and the restricted stock unit award agreement, in substantially the form attached as Exhibit B hereto (the “Special Retention Award ”).

C. Annual Bonus. Commencing in respect of fiscal year 2019, the Executive will be eligible to receive an annual bonus (“ Bonus ”) in cash that is targeted to equal 75% ofBase Salary. The 2019 bonus program will be established by the Compensation Committee of the Board, and any corporate level performance metrics applicable to Executive will be generallyconsistent with those established for the other senior executives of the Company. Bonus shall be structured and paid in accordance with the terms and conditions of the bonus program established bythe Compensation Committee of the Board. Except as set forth in Section VI of this Agreement, the Bonus for fiscal year 2019 will not be prorated for Executive’s partial year of service followingthe Effective Date.

D. Long-Term Incentive Awards . Executive will participate in the Company’s long-term incentive program (“ LTIP ”). Each year, including 2019, Executive will be grantedan LTIP award with a target grant date fair market value of $1,050,000. The LTIP award will be in addition to the Special Retention Award.

E. Stock Ownership Guidelines . The stock ownership guidelines applicable to Executive shall be no less favorable than those applicable to any other individual who has thesame or higher salary grade as Executive and will initially be 2.0x Base Salary.

F. Assumed Equity Awards .

1. Stock options held by Executive as of the Effective Date and assumed by the Company pursuant to the Merger Agreement shall be cashed out in accordance with the termsof the Merger Agreement.

2. Restricted stock awards held by Executive as of the Effective Date and assumed by the Company pursuant to the Merger Agreement shall be subject to the terms andconditions set forth in the restricted stock award agreement attached hereto as Exhibit C-1 .

3. Performance-based restricted stock unit awards held by Executive as of the Effective Date and assumed by the Company pursuant to the Merger Agreement shall be subjectto the

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terms and conditions set forth in the restricted unit award agreements attached hereto as Exhibit C-2 , Exhibit C-3 , and Exhibit C-4 .

G. Benefit Plans . Executive shall be entitled to participate in all those benefit plans that are maintained by the Company for senior executives, on the same basis as thosebenefits are generally made available to other senior executives of the Company. Also, during the Term, Executive shall be entitled to fringe benefits and perquisites on the same basis as thosebenefits are generally made available to other senior executives of the Company. Nothing in this Agreement shall require the Company to establish and/or maintain any such plans.

H. Vacation . Executive shall be entitled to paid vacation in accordance with the Company’s policy generally applicable to other senior executives of the Company as in effectfrom time to time.

I. Business and Travel Expenses . In accordance and subject to compliance with the Company’s expense reimbursement policy, upon presentation of appropriate

documentation, Executive shall be reimbursed for all reasonable business expenses incurred in connection with the performance of Executive’s duties hereunder.

VI. TERMINATION OF EMPLOYMENT . The termination of Executive’s employment and this Agreement may occur as follows:

A. By Mutual Consent . The Company and Executive may agree in writing to terminate this Agreement at any time.

B. Death or Disability . If Executive’s employment ceases due to Executive’s death or Disability (as defined below), Executive (or Executive’s estate) will be entitled to thefollowing:

1. The “ Accrued Amounts ,” which shall mean: (A) any unpaid Base Salary through the Date of Termination, payable within 30 days following the Date ofTermination; (B) any Bonus earned but unpaid with respect to the fiscal year ending on or preceding the Date of Termination , payable at the time such bonuses would have been paid if Executivewas still employed with the Company; (C) reimbursement for any unreimbursed business expenses incurred through the Date of Termination within 30 days following the Date of Termination; and(D) any vested benefits payable under the terms of any applicable plan and in accordance therewith; and

2. The “ Pro-Rata Bonus ,” which shall mean a pro-rata portion of Executive’s Bonus for the fiscal year in which the Date of Termination occurs based onactual results for such year (determined by multiplying the amount of such Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during thefiscal year of termination that Executive is employed by the Company and the denominator of which is 365), payable in accordance with the term of the applicable Bonus plan at the same time theBonus would have been paid if Executive continued to be employed by the Company.

If Executive’s employment ceases due to Executive suffering a Disability, the payments and benefits provided for in this Section VI.B, other than the Accrued Amounts, will beconditioned on (1) Executive’s execution and delivery to the Company of an enforceable release of claims against the Company and its affiliates, in a form attached hereto as Exhibit D (the “ Release”); (2) such Release becoming irrevocable within 30 days following the cessation of Executive’s employment (or within any longer period designated for review and revocation period within suchRelease); and (3) Executive’s continued compliance with Executive’s restrictive covenant obligations to the Company in Section IX of this Agreement.

For purposes of this Agreement, “ Disability ” shall mean a condition entitling Executive to benefits under any long-term disability plan or policy maintained or funded by theCompany.

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C. By the Company for Cause.

1. If any of the following occurs, the Company may terminate Executive’s employment by written notice to Executive specifying the event(s) (each of which shall constitute “Cause ” for termination):

(a) Executive is convicted of a felony; or

(b) in the reasonable determination of the Company, Executive has done any one of the following: (1) committed an act of fraud, embezzlement, or theft in the course ofExecutive’s employment, (2) caused intentional, wrongful damage to the property of the Company, (3) Executive’s material breach of any agreement with the Company or its affiliates or any dutyowed to the Company or its stockholders, or material violation of any written policy or procedure of the Company, and such breach or violation (if curable) is not cured within 30 days after receivingwritten notice from the Company specifying the details of the breach, or (4) engaged in gross misconduct or gross negligence in the course of employment. For avoidance of doubt, (x) Executive’sunwillingness to relocate her family’s permanent residence to any location at the Company’s request shall not constitute “Cause,” and (y) a termination due to Executive suffering a Disability willnot constitute a termination “without Cause.”

2.If Executive’s employment is terminated under this Section VI.C . , Executive shall be entitled to receive the Accrued Amounts, and nothing more, subject to Section VI.F.

D. By the Company Without Cause or by Executive for Good Reason or as a Result of Non-Extension of this Agreement . If Executive’s employment ceases due to atermination by the Company without Cause, a resignation by Executive with Good Reason (as defined below) or as a result of the non-extension of the Term by the Company as provided in SectionII, Executive will be entitled to:

1. The Accrued Amounts;

2. Continuation of then-current Base Salary for one year at customary payroll intervals;

3. Credit against total monthly COBRA premium (if administratively possible) or reimbursement to Executive of the portion of the monthly COBRA premiumthat exceeds the active employee cost of group health coverage for 12 months (such credits/reimbursements to be made monthly based on continued COBRAenrollment); and

4. The Pro-Rata Bonus.

The payments and benefits provided for this Section VI.D (other than the Accrued Amounts) are conditioned upon: (1) Executive’s execution and delivery to the Company of theRelease; (2) the Release becoming irrevocable within 30 days following the cessation of Executive’s employment (or within any longer period designated for review and revocation period withinsuch Release); and (3) Executive’s continued compliance with Executive’s restrictive covenant obligations to the Company in Section IX of this Agreement.

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For purposes of this Agreement, “ Good Reason ” means (a) a material diminution of Executive’s title, authority, duties or responsibilities, or a change in Executive’s reporting structure, each as ineffect immediately following the Effective Date in accordance with this Agreement or any greater level existing following the Effective Date; (b) a material reduction in Executive’s then-currentannual Base Salary, target annual Bonus opportunity, or target long term equity incentive grant; (c) a material change in the geographic location at which Executive performs services hereunder fromthat in effect immediately prior to the Effective Date; or (d) a material breach of this Agreement by the Company; provided , that any such event will constitute Good Reason only if Executivenotifies the Company in writing of such event within 90 days following the initial occurrence thereof, the Company fails to cure such event within 30 days after receipt from Executive of writtennotice thereof, and Executive resigns her employment within 30 days following expiration of the cure period.

E. Termination by Executive Without Good Reason At Any Time . If Executive terminates Executive’s employment without Good Reason at any time, Executive shall beentitled to the Accrued Amounts.

F. Treatment of Equity Awards . For purposes of Sections VI.A. through VI.E., all outstanding stock options, restricted stock, RSUs, PSUs and any other equity incentives,including the Special Retention Award, shall be treated solely in accordance with the terms of the award agreements to which the Company and Executive are parties on the Date of Termination.

G. Timing of Payments .

1. 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 Internal Revenue Code (the “ Code ”) and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section409A 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 Companydetermines (i) that on the Date of Termination or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under TreasuryRegulation 1.409A-1(i)) of the Company and (ii) that any payments to be provided to 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 thedate that is six months after the date of 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 ofExecutive’s death. Any payments delayed pursuant to this Section VI.G shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service” (as suchterm is defined under Treasury Regulation 1.409A-1(h)), or, if earlier, the date of Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan orarrangement in which Executive participates during Executive’s employment or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, such amountshall 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 onecalendar 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 applicablelimit 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 expenseunder 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 orpayment 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 thatconstitutes “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

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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 bemade on a date during such period as determined by the Company in its sole discretion. Notwithstanding any other provision of this Agreement, if the Release consideration and revocation periodbegins and ends in separate years, the payment or commencement of any payments contingent upon the return and nonrevocation of the Release, shall be made or commence in the subsequent yearin all events. For purposes of the payment or reimbursement of medical premiums (including any reimbursement of COBRA premiums), the Company may treat the amounts paid by it for premiumsas taxable to Executive or make such payments (less any required withholding) directly to Executive to the extent required to avoid adverse consequences to Executive or the Company under eitherSection 105(h) of the Code, or the Patient Protection and Affordable Care Act of 2010 as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extentapplicable) (collectively, the “ PPACA ”). Additionally, the Company may modify or discontinue the continuation coverage contemplated by this Agreement to the extent reasonably necessary toavoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the PPACA (to the extent applicable).

2. Parachute Payments . If the severance and other benefits provided for in the Agreement or otherwise payable to Executive (i) constitute “parachutepayments” within the meaning of Section 280G of the Code and (ii) but for this Section VI.G.2, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severanceand other benefits under the Agreement shall be payable either (A) in full, or (B) as to such lesser amount which would result in no portion of such severance and other benefits being subject to theexcise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999,results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under the Agreement, notwithstanding that all or some portion of such severance benefits may betaxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro-rata reduction of (i) cash payments subject to Section 409A of the Code as deferredcompensation and (ii) cash payments not subject to Section 409A of the Code, and second a pro rata cancellation of (i) equity-based compensation subject to Section 409A of the Code as deferredcompensation and (ii) equity-based compensation not subject to Section 409A of the Code Reduction in either cash payments or equity compensation benefits shall be made pro-rata between andamong benefits which are subject to Section 409A of the Code and benefits which are exempt from Section 409A of the Code. Unless the Company Parties and Executive otherwise agree in writing,any determination required under this Section VI.G.2 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive andbinding upon Executive and the Company Parties for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions andapproximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executiveshall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section VI.G.2. The Company shall bear allcosts the Accountants may reasonably incur in connection with any calculations contemplated by this Section VI.G.2.

H. Date of Termination . The date of delivery of a notice of termination, resignation, or non-renewal by either the Company or Executive shall constitute the “ Date ofTermination ,” unless otherwise set forth herein or in the notice of termination, resignation or non-renewal. For purposes of this Agreement, Executive will be deemed to have terminatedemployment when Executive has a “separation from service” from the Company as determined in accordance with Treasury Regulation 1.409A-1(h).

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

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

IX. CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION . Executive shall comply with all of the terms of that certain nondisclosure and noncompete agreement, of evendate hereof, by and between Executive and the Company, a copy of which is attached hereto as Exhibit E .

X. INDEMNIFICATION . Executive will be entitled to indemnification for acts performed or omissions made in her capacity as an officer of the Company to the extent provided in theCompany’s governing documents.

XI. TAX WITHHOLDING . The Company shall withhold from any and all amounts payable under this Agreement such federal, state and local taxes as are required to be withheld pursuantto any applicable law or regulation.

XII. LIABILITY INSURANCE . 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 senior executive officer or director. The Executive’s rights under this Section XII shall continue so long assuch liability may exist, whether or not this Agreement or Executive’s employment with the Company may have terminated prior thereto.

XIII. LEGAL FEES . Within 30 days upon presentation of appropriate documentation, the Company shall pay all reasonable and documented legal fees and related expenses incurred inconnection with the drafting, negotiation and execution of this Agreement and other documents relating to equity arrangements.

XIV. ENTIRE AGREEMENT . This Agreement, together with the other agreements specifically referenced in this Agreement, contains all the understandings between the parties pertainingto the matters referred to herein, and supersedes any other undertakings and agreements (including, without limitation, the NTRI Employment Agreement and all other agreements betweenNutrisystem, Inc. and Executive, each of which is hereby terminated), whether oral or written, previously entered into by them with respect thereto. Executive represents that, in executing thisAgreement, 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 orotherwise and that Executive has had the opportunity to be represented by counsel of Executive’s choosing.

XV. 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 byExecutive 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 bysuch 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.

XVI. 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, postageprepaid, return receipt requested, addressed to the party concerned at the address indicated on the signature page or to such other address as such party may subsequently give notice in writing. Anynotice delivered personally or by courier shall be deemed given on the date delivered. Any notice sent by facsimile, registered or

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certified mail, postage prepaid, return receipt requested, shall be deemed given on the date transmitted by facsimile or mailed.

XVII. 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 jurisdictionto 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 beinvalid 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.

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

XIX. GOVERNING LAW; VENUE . This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts oflaw thereof, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the employment relationship between the Company and Executive shall besubject to the exclusive jurisdiction of the United States District Court for the District of Delaware.

XX. 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 byreference to the heading of any section or paragraph.

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

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Exhibit 10.11

IN WITNESS WHEREOF , the parties hereto have executed this Employment Agreement.

TIVITY HEALTH, INC.

By: /s/AdamHolland

Name: Adam Holland

Title: Chief Financial Officer

EXECUTIVE

/s/KeiraKrausz Keira Krausz

Date: 3/7/19

Addresses for Notice:

Keira Krausz

On file_____________________

___________________________

___________________________

Tivity Health, Inc. 701 Cool Springs Blvd. Franklin, TN 37067 Attn: Chief Legal and Administrative Officer

Exhibit 10.11EXHIBIT A

NTRI Employment Agreement

[ Attached.]

Nutrisystem, Inc.

February 5, 2013

Ms. Keira Krausz[Address Redacted]

Dear Keira:

We are pleased to extend to you (“ Executive”) an offer to join NutriSystem, Inc. (the “ theCompany”) on the terms set forth in this letter agreement (this “ Agreement”). Commencement Date: February 11, 2013. Title/Reporting:

Executive Vice President and Chief Marketing Officer, reporting to the Company’s Chief Executive Officer. Executive will devote her full business time and best efforts to theperformance of her duties for the Company; provided,however, that Executive shall be able to manage her personal investments or to engage in or serve such civic, community,charitable, educational, or religious organizations as she may select, so long as such service does not create a conflict of interest with, or interfere with the performance of,Executive’s duties hereunder or conflict with Executive’s covenants under the restrictive covenants agreement (attached hereto as ExhibitA), which Executive is required to executeas a condition of her employment.

At-Will Employment:

Executive will be an at-will employee, which means that her employment may be terminated by either the Company or by her at any time, for any reason. Upon any cessation of heremployment, except as otherwise provided herein, Executive’s entitlement will be limited to the payment of Base Salary accrued but unpaid through the effective date of thatcessation.

Annual Base Salary: $300,000, subject to annual review. Signing Bonus:

$25,000, payable the first pay date after the Commencement Date, subject to prompt repayment in full if Executive’s employment with the Company ceases before the firstanniversary of the Commencement Date, .

Initial Equity Grant:

On the Commencement Date Executive will receive an equity grant (the “ InitialEquityGrant”) with a grant date fair value of $500,000 ,with such grant date fair value allocated asfollows: 25% Performance RSUs (the “ InducementPRSUs”), 25% Non-Qualified Stock Options and 50% Restricted Shares. The terms of the Performance RSU’s will beestablished by the Compensation Committee (“ CompensationCommittee”) of the Company’s Board of Directors (“ Board”) and will be substantially similar to the terms of thePerformance RSUs applicable to the Company’s other executive officers. Restricted Shares and Options are time-based vesting 25% per year.

Annual Cash BonusOpportunity:

Target annual bonus will be 70% of the then current Base Salary. Actual range of payout will be 0 to 150% of the target, based on actual performance against objectives established by the CompensationCommittee for the Company’s other executive officers. Bonuses are paid within 2 1 / 2 months following the end of the relevant fiscal year. Except as otherwise provided herein, Executive will be required toremain employed through the applicable bonus payment date in order to receive any bonus.

Annual EquityIncentives:

Equity awards will be determined annually by the Compensation Committee in its discretion; provided,however, that for 2013, the awarded annual grant date fair value will be an amount sufficient toachieve the 50 th percentile of executive pay benchmarking for total direct compensation (TDC), excluding the Initial Equity Grant. The components and terms of the 2013 grant will be substantiallyconsistent with the components and terms of 2013 annual grants made to the Company’s other executive officers.

Benefits; Expenses:

Executive will participate in the same vacation policies, benefit programs, and health, life and disability coverages (as in effect from time to time and on terms and conditions consistent with those) providedto the Company’s other senior executives. The Company will reimburse Executive, in accordance with the Company’s policy, for reasonable out of pocket travel and other expenses that she incurs inconnection with her employment.

Definitions:

“ Cause” means: (a) Executive is convicted of a felony, or (b) in the reasonable determination of the Board, Executive has done any one of the following: (1) committed an act of fraud, embezzlement, ortheft in the course of her employment, (2) caused intentional, wrongful damage to the property of the Company, (3) Executive’s material breach of any agreement with the Company or its affiliates, any dutyowed to the Company or its stockholders or any published policy of the Company, which breach (if curable) is not cured within 30 days after receiving written notice from the Board specifying the details ofthe breach, or (4) engaged in gross misconduct or gross negligence in the course of employment. For avoidance of doubt, a termination due to Executive suffering a “Disability” will not constitute atermination “without Cause.” For this purpose, “ Disability” means a condition entitling Executive to benefits under any Company sponsored or funded long term disability plan or policy.

“ GoodReason” means: (a) a material diminution of Executive’s title, authority, duties or responsibilities; (b) a material reduction in Executive’s then current Base Salary or annual bonus target opportunity;(c) a material change in the geographic location at which Executive performs services for the Company, which for this purpose shall mean the relocation of the Company’s headquarters by more than 50miles; and (d) a material breach of this Agreement by the Company; provided that any such event will constitute Good Reason only if Executive notifies the Company in writing of such event within 90 daysfollowing the initial occurrence thereof, the Company fails to cure such event within 30 days after receipt from Executive of such written notice thereof, and Executive resigns her employment within 30 daysfollowing the expiration of that cure period.

Severance; Post-TerminationRestrictiveCovenants:

In the event of a termination by the Company without Cause or a resignation by Executive for Good Reason, Executive will be entitled to:

(a) One year continuation of Base Salary at customary payroll intervals.

(b) One year continuation of group health benefits at active employee rates.

(c) Continued eligibility for a pro-rata portion of the annual cash bonus for the year of termination, based on actual performance in that year.

(d) If such termination occurs after the second anniversary of the Commencement Date: (i) any time-vested equity awards under the Initial Equity Grant that remain unvested shall vest, and (ii) if suchtermination occurs prior to the end of the performance period for the Inducement PRSUs, Executive will remain eligible to earn a pro-rata portion of those PRSUs based on actual performance through the endof that performance period and pro-rated based on the number of days of service completed during that performance period.

(e) Relief from Executive’s obligation to repay the signing bonus, if such termination occurs before the first anniversary of the Commencement Date.

All severance benefits are conditioned on: (1) Executive’s execution and delivery to the Company of a general release of claims against the Company and its affiliates, substantially in a form approved by theBoard (the “ Release”); (2) such Release becoming irrevocable within 30 days following the Company’s delivery of such Release to Executive’s; and (3) Executive’s continued compliance with her restrictivecovenant obligations to the Company. Except for items (c) and (d)(ii) above, these payments and benefits will be paid or provided (or begin to be paid or provided, as applicable) on the first regularly scheduledpayroll date that occurs after the Release becomes irrevocable; provided,however, that if the 30-day period described above begins in one taxable year and ends in a second taxable year, such payments orbenefits shall not commence until the second taxable year. Thepayments, if any, required by item (c) and (d)(ii) above will be paid within 2 1/2 months following the end of the applicable performance period.

Section 409A:

Notwithstanding anything herein to the contrary, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of anadditional tax under Section 409A of the Internal Revenue Code (“Section 409A”) to any payments due to Executive upon or following her Separation from Service (within the meaning of Treas. Reg. §1.409A-1(h)(1) or any successor provision)), then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that areotherwise due within six months following Executive’s Separation from Service will be deferred without interest and paid to Executive in a lump sum immediately following the end of such six-month period.This paragraph should not be construed to prevent the application of Treas. Reg. §§ 1.409A-1(b)(4) or - 1(b)(9)(iii) (or any successor provisions) to amounts payable to Executive. For purposes of theapplication of Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) to amounts payable hereunder, each payment in a series of payments will be deemed a separate payment. While the parties have endeavored to structure Executive’s compensation rights so that payments to her are exempt from or compliant with Section 409A, the Company makes no representation to Executive inthis regard and will have no obligation to indemnify Executive for taxes or interest imposed under Section 409A.

Indemnification: Executive will be entitled to indemnification for acts performed or omissions made in her capacity as an officer of the Company to the extent provided in the Company’s governing documents.

Other:

(a) Executive will be subject to all corporate policies applicable to executive officers, including the Company’s securities trading policy, anti-hedging policy, clawback policy and stock ownership guidelines.

(b) All payments (or transfers of property) to Executive will be subject to tax withholding to the extent required by applicable law.

(c) Both during and following her service with the Company, Executive agrees to cooperate with the Company in connection with any action or proceeding (or any appeal from any action or proceeding) that relatesto events occurring during Executive’s employment by the Company. After Executive’s employment ceases, the Company will provide reasonable advance notice of its need for Executive’s cooperation and will attempt toschedule and limit the need for Executive’s cooperation so as to minimize any disruption of Executive’s personal and other professional obligations. The Company will reimburse Executive, in accordance with theCompany’s policy, for reasonable out-of-pocket travel and other expenses that she incurs as a result of her cooperation.

(d) Executive represents and warrants to the Company that there are no orders, judgments, decrees, restrictions, agreements or understandings by which she is bound that would prevent or make unlawful her

execution of this Agreement, that would be inconsistent or in conflict with this Agreement or her obligations hereunder, or that would otherwise prevent, limit or impair the performance of her duties to the Company.

(e) Notices permitted or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier addressed, in the case of the Company, c/o itsGeneral Counsel at its principal executive office and, in the case of Executive, to her most recent address set forth in the personnel records of the Company.

(f) This Agreement shall inure to the benefit of, and shall be binding upon, the parties, their heirs, executors, administrators, agents, successors, permitted assigns, and estates, provided that Executive’s rights andobligations under this Agreement are personal to her and may not be assigned.

(g) This Agreement is governed by Pennsylvania law, without regard to the principles of conflicts of laws. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or theemployment relationship between the Company and Executive shall be subject to the exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania or the Pennsylvania state courtslocated in Montgomery County.

(h) This Agreement sets forth the parties’ entire agreement regarding Executive’s employment and compensation by the Company and supersedes all prior agreements (including that certain Consulting Agreementdated January 14, 2013, except with respect to provisions thereof that by their nature are intended to survive any termination thereof), discussions and understandings on those topics. This Agreement may not be modifiedin any way except by a written amendment executed by Executive and a duly authorized representative of the Company.

# # # # #

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Exhibit 10.11Your signature below confirms that all information provided to us during the interview and hiring process is true and accurate in all material respects. To indicate your acceptance of our offer and its terms, please sign and datethis Agreement in the space provided below and return it to me. Please retain a copy for your records.

Sincerely, /s/ Dawn M. ZierDawn M. ZierPresident and CEO

Agreed and accepted on February 5, 2013: By: /s/ Keira Krausz Keira Krausz

Nutrisystem, Inc.

January 2, 2015

Ms. Keira Krausz[Address Redacted]

Dear Keira:

Reference is hereby made to the letter agreement between us dated February 5, 2013 (the “ Agreement”). The parties hereby agree to amend the Agreement as of the date first set forth above on the terms set forth in this letteragreement (this “ FirstAmendment”).

With respect to the provisions in the Agreement set forth opposite the caption labelled “Annual Cash Bonus Opportunity”, the second sentence thereof is hereby amended to delete the percentage “150%” referenced therein and toreplace it with the percentage “200%.” Except as expressly amended by this First Amendment, the terms of the Agreement are unchanged and remain in full force and effect.

To acknowledge your agreement with the foregoing, please sign this First Amendment in the space provided below and return it to me. Please retain a copy for your records.

Sincerely, /s/ Dawn M. Zier Dawn M. ZierPresident and CEO

Agreed and accepted: /s/ Keira KrauszKeira Krausz

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December 27, 2017 Ms. Keira Krausz[Address Redacted]

RE: Second Amendment to Employment Agreement Dear Keira: Reference is hereby made to the letter agreement between us dated February 5, 2013, as amended by that letter agreement dated January 2, 2015 (as so amended, the “ Agreement”). The partieshereby agree to further amend the Agreement as of the date first set forth above on the terms set forth in this letter agreement (this “ SecondAmendment”). With respect to the provisions in the Agreement set forth opposite the caption labelled “ AnnualCashBonusOpportunity”, the first sentence thereof is hereby deleted in its entirety and replaced withthe following: “ CommencingJanuary1,2018,targetannualbonuswillbe75%ofthethencurrentBaseSalary(providedthattheCompensationCommitteeortheBoard,asapplicable,may,initssolediscretion,increasethetargetannualbonusfromtimetotime).” Except as expressly amended by this Second Amendment, the terms of the Agreement are unchanged and remain in full forceand effect. To acknowledge your agreement with the foregoing, please sign this Second Amendment in the space provided below and return it to me. Please retain a copy for your records.

Sincerely, /s/ Dawn M. Zier Dawn M. ZierPresident and CEO

Agreed and accepted: /s/ Keira KrauszKeira Krausz

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EXHIBIT B

Special Retention Award

[ Attached.]

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TIVITY HEALTH, INC.

AMENDED AND RESTATED 2014 STOCK INCENTIVE PLANRESTRICTED STOCK UNIT AWARD AGREEMENT

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “ Agreement”), dated March 8, 2019 (the “ Grant Date”), is by and between Tivity Health, Inc., a Delaware

corporation (the “ Company”), and Keira Krausz (the “ Grantee”), under the Company’s Amended and Restated 2014 Stock Incentive Plan (the “ Plan”). Terms not otherwise defined herein shallhave the meanings given to them in the Grantee’s employment agreement with the Company (as may be amended from time to time, the “ Employment Agreement”), or if not defined in theEmployment Agreement, then the meanings given to them in the Plan.

Section 1. Restricted Stock Unit Award . The Grantee is hereby granted 38,620 restricted stock units (the “ Restricted Stock Units”). Each Restricted Stock Unit represents theright 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.

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 (the “ VestingDate”) andin the percentages set forth below, as long as the Grantee is serving as an employee of the Company on the Vesting Date.

Vesting Date Award Percentage of Restricted Stock Units

One Year from Grant DateTwo Years from Grant DateThree Years from Grant Date

33%33%34%

The Company shall issue one share of Stock to the Grantee (or Grantee’s estate or personal representative, as applicable) in settlement of each vested Restricted Stock Unit (the “DistributedShares”) at the time the Restricted Stock Unit vests pursuant to any provision of this Agreement, but in no event later than March 15 of the calendar year following the calendar year inwhich the applicable Vesting Date occurs. The Distributed Shares shall be represented by a certificate or by a book-entry.

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, then all Restricted StockUnits that have not vested prior to the Date of Termination of Grantee’s employment will be forfeited and the Grantee shall have no further rights with respect to such Restricted Stock Units. “ DateofTermination” 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 involuntarilyterminated by the Company for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason, then, subject to Grantee’s execution of the release of claims in theform attached to the Employment Agreement, all of the Restricted Stock Units granted hereunder shall immediately vest on the Date of Termination, and the Date

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of Termination shall be the Vesting Date for purposes of this Agreement. For purposes of this Agreement, the terms “ GoodReason” and “ Cause” shall have the meanings set forth in theEmployment Agreement.

3.3. Termination by Death or Disability . If the Grantee’s employment by the Company terminates by reason of death or Disability (as defined in the Plan), theRestricted Stock Units granted hereunder shall immediately vest and the Date of Termination shall be the Vesting Date for purposes of this Agreement.

3.4. Other Termination . If the Grantee’s employment by the Company is terminated for any reason other than as described in Sections 3.1 through 3.3 above,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 suchRestricted Stock Units.

Section 4. Voting Rights and Dividends . Prior to the date that Distributed Shares are delivered to Grantee, the Grantee shall be credited with cash dividend equivalents withrespect to the Restricted Stock Units at the time of any payment of dividends to stockholders on shares of Common Stock in accordance with the terms set forth in the Plan, and such dividendequivalents 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 withthis Agreement. Dividend equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the Restricted Stock Units and the rights arising inconnection therewith for purposes of the designation of time and form of payments required by Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code”). The Grantee shall nothave any voting rights with respect to the Stock underlying the Restricted Stock Units prior to the vesting of the Restricted Stock Units and the issuance of the Stock as set forth in Section 2 . Aholder of Distributed Shares shall have full dividend and voting rights as a holder of Stock.

Section 5. Restrictions on Transfer; Change of Control .

5.1. Restrictions on Transfer . The Restricted Stock Units shall not be transferable by the Grantee (or the Grantee’s legal representative or estate, as applicable) other than bywill 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 . If Grantee’s employment with the Company (or its successor company) (a) is involuntarily terminated within 12 months following a Change inControl for any reason other than termination for Cause, or (b) is terminated by the Grantee for Good Reason within 12 months following a Change in Control, all restrictions imposed on theRestricted Stock Units shall thereupon lapse, the Restricted Stock Units will become free of all restrictions and become fully vested, and the Company (or its successor company) shall issue theStock underlying the Restricted Stock Units to the Grantee on or about the Date of Termination; provided , however , that if in connection with a Change in Control, the acquiring corporation (orother successor to the Company in the Change in Control) does not assume the Restricted Share Units, then the Restricted Share Units shall vest and be settled in Stock issued to the Granteeimmediately prior to the Change in Control. For purposes of this Section 5.2 , the terms “Good Reason” and “Cause” shall have the meanings set forth in Section 3.2 .

Section 6. Restrictive Agreement . As a condition to the receipt of any Distributed Shares, the Grantee (or Grantee’s 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

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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 7. Restricted Stock Units Award Subject to Recoupment Policy . The award of Restricted Stock Units is subject to the Tivity Health, Inc. Compensation RecoupmentPolicy (the “ Policy”). The award of 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 incorporate structure affecting the Stock, the number of Restricted Stock Units subject to this Agreement shall be equitably and proportionately adjusted by the Committee in accordance with the Plan(including compliance with Section 409A of the Code, if applicable) without duplication of Section 4 .

Section 9. Tax Withholding . The Company shall have the right to require the Grantee to remit to the Company an amount necessary to satisfy any federal, state and localwithholding tax requirements attributable to the vesting and payment of the Restricted Stock Units prior to the delivery of the Distributed Shares, or may withhold from the Distributed Shares anamount 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 alsoprovisions 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 thisAgreement, 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 breaches any of the confidentiality, non-solicitation or non-compete covenants set forthin the Nondisclosure and Noncompete Agreement attached to the Employment Agreement, the Restricted Stock Units shall immediately thereupon expire and be forfeited, and the Company shall beentitled to seek other appropriate remedies it may have available in connection with such breach.

Section 12. Miscellaneous .

12.1. Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement between the Company and the Grantee concerning theRestricted 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 Restricted Stock Units, either orally or in writing, that are not included in this Agreement 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 anyright 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 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.

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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 originaland 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 partiesat 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 BlvdFranklin, Tennessee 37067

To the Grantee: Keira Krausz(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 toagreements 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 otherprovisions 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 anyprovision 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 notaffect 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 neverbeen 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, suchprovision, 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 determinationsnecessary 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, orin any way related to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive onthe Grantee and the Company for all purposes.

(b) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the paymentsor benefits provided or to be provided by the Company or its affiliates to the Grantee or for the Grantee’s benefit pursuant to the terms of this Agreement or otherwise (" CoveredPayments")constitute parachute payments (" ParachutePayments") within the meaning of Section 280G of the Code and would, but for this Section 12.9(b) be subject to the excise tax imposed under Section4999 of the Code (or any successor provision thereto) or any similar tax

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imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the " ExciseTax"), then prior to making the Covered Payments, a calculation shall be madecomparing (i) the Net Benefit (as defined below) to the Grantee of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Grantee if the Covered Payments are limited tothe extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to theminimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the " ReducedAmount"). " NetBenefit" shall mean the present value of theCovered Payments net of all federal, state, local, foreign income, employment and excise taxes. The Covered Payments shall be reduced in a manner that maximizes the Grantee’s economic position.In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject toreduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. Any determination required under this Section 12.9(b) shall be made in writing in goodfaith by an independent accounting firm selected by the Company that is reasonably acceptable to the Grantee (the " Accountants"), which shall provide detailed supporting calculations to theCompany and the Grantee as requested by the Company or the Grantee. The Company and the Grantee shall provide the Accountants with such information and documents as the Accountants mayreasonably request in order to make a determination under this Section 12.9(b) . For purposes of making the calculations and determinations required by this Section 12.9(b) , the Accountants mayrely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants' determinations shall be final and bindingon the Company and the Grantee. The Company shall be responsible for all fees and expenses incurred by the Accountants in connection with the calculations required by this Section 12.9(b) . It ispossible that after the determinations and selections made pursuant to this Section 12.9(b) the Grantee will receive Covered Payments that are in the aggregate more than the amount provided underthis Section 12.9(b) (" Overpayment") or less than the amount provided under this Section 12.9(b) (" Underpayment"). In the event that (A) the Accountants determine, based upon the assertion ofa deficiency by the Internal Revenue Service against either the Company or the Grantee which the Accountants believe has a high probability of success, that an Overpayment has been made or (B) itis established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved that an Overpayment has been made, then theGrantee shall pay any such Overpayment to the Company. In the event that (x) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment hasoccurred or (y) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by the Company to or for the benefit of the Grantee.

(c) Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted StockUnits (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 rightsmay 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 409Aof the Code and this Agreement shall be interpreted in accordance therewith. Further, notwithstanding anything herein to the contrary, if at the time of a Participant’s termination of employment withthe 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 aresult 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 thecommencement 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

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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 earliestdate as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. Each payment of Restricted Stock Units (and related dividendequivalent 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 theCode, 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, suchsettlement 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 tothe 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 uponthe Grantee’s heirs, executors, administrators, successors and assignees.

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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: Donato TramutoTitle: Chief Executive Officer GRANTEE: Keira Krausz OnlineGrantAcceptanceSatisfiesSignatureRequirement

EXHIBIT C-1

Restricted Stock Award Agreement

[ Attached.]

TIVITY HEALTH, INC.

NUTRISYSTEM STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement”), dated as of March 8, 2019, is delivered by Tivity Health, Inc., a Delaware corporation (“

TivityHealth”), to Keira Krausz (the “ Grantee”).

RECITALS

A. Nutrisystem, Inc., a Delaware corporation (the “ Company ”), Tivity Health and Sweet Acquisition, Inc., a Delaware corporation and a direct, wholly-ownedsubsidiary of Tivity Health (“ MergerSub”), entered into that certain Agreement and Plan of Merger, dated as of December 9, 2018 (the “ MergerAgreement”), pursuant to which, asof the effective time of the merger contemplated thereby (the “ EffectiveTime”), Merger Sub was merged with and into the Company, with the Company surviving the merger as adirect, wholly-owned subsidiary of Tivity Health.

B. The Second Amended and Restated Nutrisystem, Inc. 2008 Long-Term Incentive Plan, as in effect at the Effective Time (the “ Prior Plan”), permitted the grantof stock awards in accordance with the terms and conditions of the Prior Plan.

C. Pursuant to Section 2.5(b) of the Merger Agreement, each award of restricted shares of the Company’s common stock that was outstanding immediately prior tothe Effective Time (the “ NutrisystemRestrictedStockAward”) must be assumed by Tivity Health and converted into an award of restricted shares of Tivity Health’s common stock.

D. The Company has assigned, and Tivity Health has assumed, the Prior Plan, which has been amended to replace, among other things, references to CompanyStock with references to shares of Tivity Health’s common stock (the Prior Plan, as amended, the “ Plan”).

E. Pursuant to that certain 2017 Restricted Stock Award Agreement dated January 3, 2017, (the “ 2017 RSA Agreement ”) and 2018 Restricted Stock AwardAgreement dated January 2, 2018 (the “ 2018RSAAgreement”), Grantee was previously granted Nutrisystem Restricted Stock Awards of which 3,561 (the “ 2017RSAs”) and 6,641(the “ 2018RSAs”) restricted shares of the Company’s common stock, respectively, were outstanding, immediately prior to the Effective Time.

F. This Agreement serves as evidence of the assumption of the 2017 RSAs and 2018 RSAs outstanding as of the Effective Time by Tivity Health.

G. Capitalized terms used but not otherwise defined herein will have the meanings defined in the Prior Plan or the Plan, as applicable.

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

1. Assumption and Conversion of Nutrisystem Restricted Stock Awards . Subject to the terms and conditions set forth in this Agreement and the Plan, Tivity Health herebyassumes the 2017 RSAs and 2018 RSAs outstanding as of immediately prior to the Effective Time, and, in accordance with the terms of the Merger Agreement, such awards are herebyconverted into an award of 20,894 shares of Tivity Health’s common stock subject to the restrictions set forth below and in the Plan (the “ RestrictedStock”). Shares of Restricted Stockmay not be transferred by the Grantee or subjected to any security interest until the shares have become vested pursuant to this Agreement and the Plan.

2. Vesting and Nonassignability of Restricted Stock .

a. Except as otherwise provided in Paragraph 2(b) below, the Restricted Stock shall become vested, and the restrictions described in Paragraph 2(e) shalllapse at such times set forth below (the “ VestingDate”), as long as the Grantee has continuously served as an employee of Tivity Health (or an affiliate of Tivity Health) from theEffective Time through the applicable Vesting Date:

i. 6,800 shares of Restricted Stock will vest in full on January 2, 2020; andii. 7,293 shares of Restricted Stock will vest in full on January 3, 2020; andiii. 6,801 shares of Restricted Stock will vest in full on January 2, 2021.

The vesting of the shares subject to the Restricted Stock shall be cumulative, but shall not exceed 100% of the shares subject to the Restricted Stock.

b. If, prior to any applicable Vesting Date, the Grantee ceases to be employed by, or provide services to, Tivity Health and its affiliates on account of (i) thedeath of the Grantee, (ii) termination by Tivity Health because the Grantee becomes “ totallydisabled” (as defined below), (iii) a termination by Tivity Health without “ cause” (asdefined below), or (iv) the resignation by the Grantee with “ goodreason” (as defined below), then (i) if such termination occurs on or prior to March 7, 2020, 100% of the RestrictedStock will become vested as of the date of such cessation, and (ii) if such termination occurs after March 7, 2020, the next tranche of the Restricted Stock that would otherwise havevested under Paragraph 2(a) above (but for such cessation of employment or service) will become vested as of the date of such cessation; provided that, in its discretion, Tivity Healthmay condition such accelerated vesting on the execution by the Grantee or the Grantee’s estate (as applicable) of a release of claims in the form attached to the employment agreementbetween Tivity Health and Grantee dated as of March 8, 2019 (as may be amended from time to time, the “ EmploymentAgreement”) (the “ Release”) and on the Release becomingirrevocable within 30 days following the cessation of the Grantee’s employment or service.

c. For purposes of this Agreement:

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(i) “ cause” and “ goodreason” will have the meanings set forth in the Employment Agreement; and

(ii) “ totallydisabled” means a condition entitling Grantee to benefits under any long term disability plan or policy maintained or funded by Tivity Health. d. Except as otherwise provided in this Paragraph 2 , if the Grantee’s employment or service with Tivity Health and its affiliates terminates for any reason

before the Restricted Stock is fully vested, the shares of Restricted Stock that are not then vested (or do not then become vested) shall be forfeited and must be immediately returned toTivity Health, and Tivity Health shall pay to the Grantee, as consideration for the return of the non-vested shares, the lesser of $0.001 per share or the Fair Market Value of a share ofTivity Health’s common stock on the date of the forfeiture, for each returned share.

e. During the period before the shares of Restricted Stock vest (the “ Restriction Period ”), the non-vested shares of Restricted Stock may not be assigned,transferred, pledged or otherwise disposed of by the Grantee. Any attempt to assign, transfer, pledge or otherwise dispose of the shares of Restricted Stock contrary to the provisionshereof, and the levy of any execution, attachment or similar process upon the shares of Restricted Stock, shall be null, void and without effect.

3. Issuance of Shares .

a. Tivity Health will cause the Restricted Stock to be issued in the Grantee’s name either by book-entry registration or issuance of a stock certificate orcertificates. While the Restricted Stock remains unvested, Tivity Health will cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the RestrictedStock. As soon as practicable following the vesting of any of the Restricted Stock (and provided that appropriate arrangements have been made with Tivity Health for the satisfaction ofany required tax withholding), Tivity Health will cause the stop-transfer order to be removed from an appropriate number of shares.

b. If any certificate is issued in respect of Restricted Stock, that certificate will include such legends as Tivity Health determines are appropriate and will beheld in escrow by Tivity Health or its designee. In addition, the Grantee may be required to execute and deliver to Tivity Health or its designee a stock power with respect to theRestricted Stock. When any certificated Restricted Stock becomes vested, Tivity Health will cause a new certificate to be issued without that portion of the legend referencing theforfeiture conditions described in Paragraph 2 and will cause that new certificate to be delivered to the Grantee (provided that appropriate arrangements have been made with TivityHealth for the satisfaction of any required tax withholding).

c. During the Restriction Period, the Grantee shall receive any cash dividends or other distributions paid with respect to the shares of Restricted Stock andmay vote the shares of Restricted Stock. In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the RestrictionPeriod, the shares or other property issued or declared with respect to the non-vested shares of Restricted Stock shall be subject to the same forfeiture conditions and transfer restrictionsas those non-vested shares.

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d. The obligation of Tivity Health to deliver shares upon the vesting of the Restricted Stock shall be subject to all applicable laws, rules, and regulations and

such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.

4. Dissolution or Liquidation; Sale or Merger . In the event of a dissolution, liquidation, sale or merger of Tivity Health or similar event or transaction, the Committee may takesuch actions with respect to the Restricted Stock as it deems appropriate and consistent with the Plan.

5. Agreement Subject to Plan Provisions . The terms of the Plan are incorporated herein by reference, and this Agreement shall be interpreted in accordance with the Plan in allrespects. In the event of any contradiction, distinction or difference between this Agreement and the terms of the Plan, the terms of the Plan will control. The Agreement is subject tointerpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but notlimited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares of Restricted Stock, (c) changes incapitalization of Tivity Health, and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of thePlan, its decisions shall be conclusive as to any questions arising hereunder and the Grantee’s acceptance of the Restricted Stock is the Grantee’s agreement to be bound by theinterpretations and decisions of the Committee with respect to this Agreement and the Plan.

6. Withholding . The Grantee shall be required to pay to Tivity Health or make other arrangements satisfactory to Tivity Health to provide for the payment of, any federal, state,local or other taxes that Tivity Health is required to withhold with respect to the grant and vesting of the Restricted Stock. Notwithstanding anything to the contrary in the Plan or thisAgreement, until the Grantee has satisfied Tivity Health’s withholding obligation with respect to the shares of Restricted Stock, the Grantee shall not have any rights to sell or transferany shares that have become vested pursuant to Paragraph 2 .

7. Restrictions on Sale or Transfer of Shares .

a. The Grantee will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the shares of Restricted Stock underlying thisAgreement unless the shares are registered under the 1933 Act, or Tivity Health is given an opinion of counsel reasonably acceptable to Tivity Health that such registration is notrequired under the 1933 Act.

b. In consideration for the Restricted Stock, the Grantee agrees to be bound by Tivity Health’s policies as in effect from time to time, including, but notlimited to, Tivity Health’s Code of Business Conduct, and understands that there may be certain times during the year that the Grantee will be prohibited from selling, transferring,donating, assigning, mortgaging, hypothecating or otherwise encumbering Tivity Health’s securities.

8. No Employment or Other Rights . This Agreement shall not confer upon the Grantee any right to be retained by or in the employ or service of Tivity Health and shall notinterfere in any way with the right of Tivity Health to terminate the Grantee’s employment or service at any

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time. Except to the extent expressly set forth in the Employment Agreement, the right of Tivity Health to terminate at will the Grantee’s employment or service at any time for any reasonis specifically reserved.

9. Confidential Information, Non-Competition and Non-Solicitation . The Grantee affirms her obligations under the Nondisclosure and Noncompete Agreement, dated as ofMarch 8, 2019.

10. Assignment by Tivity Health . The rights and protections of Tivity Health hereunder shall extend to any successors or assigns of Tivity Health and to Tivity Health’s parents,subsidiaries, and affiliates. This Agreement may be assigned by Tivity Health without the Grantee’s consent.

11. Effect on Other Benefits . The value of the shares of Restricted Stock subject hereto shall not be considered eligible earnings for purposes of any other plan maintained byTivity Health, and such value shall not be considered part of the Grantee’s compensation for purposes of determining or calculating other benefits that are based on compensation, suchas life insurance.

12. Applicable Law . The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State ofDelaware, without giving effect to the conflicts of laws provisions thereof.

13. 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 followingaddresses, or to such other address as either party may provide in writing from time to time.

To Tivity Health: Tivity Health, Inc.

701 Cool Springs Blvd Franklin, Tennessee 37067


14. Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement between Tivity Health and the Grantee concerning the Restricted Stockprovided for herein, and supersede any prior or contemporaneous negotiations and understandings, including the 2017 RSA Agreement and the 2018 RSA Agreement. Tivity Health andthe Grantee have made no promises, agreements, conditions, or understandings relating to the Restricted Stock, either orally or in writing, that are not included in this Agreement or thePlan.

15. Amendment . This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the parties hereto. Any such writtenamendment must be approved by the Committee to be effective against Tivity Health.

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16. Counterparts . This Agreement may be executed in counterparts, each of which when signed by Tivity Health and the Grantee will be deemed an original and all of whichtogether will be deemed the same Agreement.

17. Consent to Electronic Delivery . The Grantee hereby authorizes Tivity Health to deliver electronically any prospectuses or other documentation related to this Agreement, thePlan and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, reports, proxy statements or other documents that are requiredto be delivered to participants in such plans or arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation,delivery by means of e-mail or e-mail notification that such documentation is available on Tivity Health’s intranet site. Upon written request, Tivity Health will provide to the Grantee apaper copy of any document also delivered to the Grantee electronically. The authorization described in this paragraph may be revoked by the Grantee at any time by written notice toTivity Health.

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

TIVITY HEALTH, INC.

Name: Donato TramutoTitle: Chief Executive Officer GRANTEE: Keira Krausz OnlineAcceptanceSatisfies

SignatureRequirement

EXHIBIT C-2

2016 Special Restricted Stock Unit Award Agreement

[ Attached.]

TIVITY HEALTH, INC.


2016 RESTRICTED STOCK UNIT AWARD AGREEMENT

This 2016 RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement”), dated as of March 8, 2019, is delivered by Tivity Health, Inc., a Delawarecorporation (“ TivityHealth”), to Keira Krausz (the “ Grantee”).

RECITALS

A. Nutrisystem, Inc., a Delaware corporation (the “ Company ”), Tivity Health, and Sweet Acquisition, Inc., a Delaware corporation and a direct, wholly-ownedsubsidiary of Tivity Health (“ MergerSub”), entered into that certain Agreement and Plan of Merger, dated as of December 9, 2018 (the “ MergerAgreement”), pursuant to which, asof the effective time of the merger contemplated thereby (the “ EffectiveTime”), Merger Sub was merged with and into the Company, with the Company surviving the merger as adirect, wholly-owned subsidiary of Tivity Health.

B. The Second Amended and Restated Nutrisystem, Inc. 2008 Long-Term Incentive Plan, as in effect at the Effective Time (the “ Prior Plan”), permitted the grantof performance-based restricted stock units in accordance with the terms and conditions of the Prior Plan.

C. Pursuant to Section 2.5(c) of the Merger Agreement, each grant of performance-based restricted stock units (“ PRSUs”) with respect to shares of the Company’scommon stock that was outstanding immediately prior to the Effective Time must be assumed by Tivity Health and converted into an award of time-vesting Restricted Stock Units (ashereinafter defined) of Tivity Health.


E. Pursuant to that certain 2016 Special Performance-Based Restricted Stock Unit Grant Agreement (the “ 2016 Special PRSU Agreement ”), dated December 30,2016 (the “ DateofGrant”), Grantee was granted an award of performance-based restricted stock units (“ Nutrisystem2016SpecialPRSUAward”), 20,202 of which were outstandingimmediately prior to the Effective Time (assuming maximum performance as set forth in the 2016 Special PRSU Agreement), and such 20,202 PRSUs had $34,343.40 of dividendequivalents accrued with respect thereto as of immediately prior to the Effective Time (“ AccruedDividendEquivalents”).

F. This Agreement serves as evidence of the assumption of the Nutrisystem 2016 Special PRSU Award outstanding as of the Effective Time by Tivity Health.

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G. Except as otherwise defined in this Agreement, capitalized terms used herein shall have the meanings set forth in the Prior Plan or the Plan, as applicable.


1. Assumption and Conversion of the Nutrisystem 2016 Special PRSU Award . Subject to the terms and conditions set forth in this Agreement and the Plan, Tivity Health herebyassumes the Nutrisystem 2016 Special PRSU Award outstanding as of immediately prior to the Effective Time, and, in accordance with the terms of the Merger Agreement, such awardis hereby converted into an award of 41,374 restricted stock units (the “ RestrictedStockUnits”) of Tivity Health. Each Restricted Stock Unit represents the right to receive one share ofTivity Health’s common stock, $.001 par value per share (the “ Stock”), subject to the restrictions set forth below and in the Plan.

2. Vesting .

a. If the Grantee remains in continuous service with Tivity Health through December 31, 2019, the Restricted Stock Units shall vest in full on such date.

b. If, prior to December 31, 2019, the Grantee ceases to be employed by, or provide services to, Tivity Health and its affiliates on account of (i) the death ofthe Grantee, (ii) termination by Tivity Health because the Grantee suffers a “ disability” (as defined below), (iii) termination by Tivity Health without “ cause” (as defined below), or(iv) the resignation by the Grantee with “ goodreason” (as defined below), 100% of the Restricted Stock Units that are not yet vested will become vested as of the date of suchcessation; provided that, in its discretion, Tivity Health may condition such accelerated vesting on the execution by the Grantee or the Grantee’s estate (as applicable) of a release ofclaims in the form attached to the employment agreement between Tivity Health and Grantee dated as of March 8, 2019 (as may be amended from time to time, the “ EmploymentAgreement”) (the “ Release”) and on the Release becoming irrevocable within 30 days following the cessation of the Grantee’s employment or service.

c. For purposes of this Agreement “ cause,” “ goodreason” and “ disability” will have the meanings set forth in the Employment Agreement.

d. Except as otherwise provided in this Paragraph 2 , if the Grantee’s employment or service with Tivity Health and its affiliates terminates for any reasonbefore any of the Restricted Stock Units are fully vested, the Restricted Stock Units that are not then vested shall be forfeited and the Grantee shall not have any further rights withrespect to such Restricted Stock Units.

3. Time and Form of Payment with Respect to Restricted Stock Units . Upon vesting under Paragraph2(a)or 2(b), Tivity Health shall issue one share of Stock to the Grantee insettlement of each vested Restricted Stock Unit (the “ DistributedShares”).

4. Dividend Equivalents . At the same time that the Restricted Stock Units are converted to shares of Stock and distributed to the Grantee as set forth in Paragraph3above, theCompany

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shall pay to the Grantee a lump sum cash payment equal to the sum of the dividends that would have been payable between the date hereof and the date of such distribution with respectto a number of shares of Stock equal to the number of shares then distributable (equitably adjusted by the Committee to take into account any stock splits, reverse splits, mergers,recapitalizations or similar events occurring during such period), plus the Accrued Dividend Equivalents. If or to the extent the Restricted Stock Units are forfeited, dividend equivalentpayments will not be made under this Paragraph4.

5. Change of Control . In the event of a Change of Control prior to vesting of any Restricted Stock Units, the Committee may in its discretion take such actions with respect tosuch Restricted Stock Units as it deems appropriate, provided that such actions do not cause the settlement of any Restricted Stock Units to be subject to any additional tax under Section409A of the Code.

6. Acknowledgment by Grantee . By accepting the Restricted Stock Units, the Grantee acknowledges that with respect to any right to distribution and payment pursuant to thisAgreement, the Grantee is and shall be an unsecured general creditor of Tivity Health without any preference as against other unsecured general creditors of Tivity Health, and theGrantee hereby covenants for herself, and anyone at any time claiming through or under the Grantee, not to claim any such preference, and hereby disclaims and waives any suchpreference which may at any time be at issue, to the fullest extent permitted by applicable law. The Grantee also hereby agrees to be bound by the terms and conditions of the Plan andthis Agreement. The Grantee further agrees to be bound by the determinations and decisions of the Committee with respect to this Agreement and the Plan and the Grantee’s rights tobenefits under this Agreement and the Plan, and agrees that all such determinations and decisions of the Committee shall be binding on the Grantee, her beneficiaries and any otherperson having or claiming an interest under this Agreement and the Plan on behalf of the Grantee.

7. Restrictions on Issuance or Transfer of Shares of Tivity Health’s Common Stock .

a. The obligation of Tivity Health to deliver shares of Stock hereunder shall be subject to the condition that if at any time the Committee shall determine inits discretion that the listing, registration or qualification of the shares of Stock upon any securities exchange or under any state or federal law, or the consent or approval of anygovernmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Stock pursuant to this Agreement, the shares of Stock may notbe issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to theCommittee. The issuance of shares of Stock and the payment of cash to the Grantee pursuant to this Agreement, if any, are subject to any applicable taxes and other laws or regulations ofthe United States and of any state having jurisdiction thereof.

b. In consideration for the Restricted Stock Units, the Grantee agrees to be bound by Tivity Health’s policies as in effect from time to time, including, but notlimited to, Tivity Health’s Code of Business Conduct and Tivity Health’s Compensation Recoupment Policy, and understands that there may be certain times during the year that theGrantee will be prohibited from selling, transferring, donating, assigning, mortgaging, hypothecating or otherwise encumbering Tivity Health’s securities.

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8. Agreement Subject to Plan Provisions . The terms of the Plan are incorporated herein by reference, and this Agreement shall be interpreted in accordance with the Plan in allrespects. In the event of any contradiction, distinction or difference between this Agreement and the terms of the Plan, the terms of the Plan will control. This Agreement is subject to theinterpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but notlimited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares of Stock, (c) changes incapitalization of Tivity Health, and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Agreement pursuant to the terms of thePlan, its decisions shall be conclusive as to any questions arising hereunder and the Grantee’s acceptance of the Restricted Stock Units is the Grantee’s agreement to be bound by theinterpretations and decisions of the Committee with respect to this Agreement and the Plan.

9. No Rights as Stockholder . The Grantee shall not have any rights as a stockholder of Tivity Health, including the right to any cash dividends (except as provided in Paragraph4hereof) or the right to vote, with respect to any Restricted Stock Units.

10. No Rights to Continued Employment or Service . This Agreement shall not confer upon the Grantee any right to be retained by or in the employ or service of Tivity Healthand shall not interfere in any way with the right of Tivity Health to terminate the Grantee’s employment or service at any time. Except to the extent expressly set forth in the EmploymentAgreement, the right of Tivity Health to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.


12. Assignment and Transfers . No Restricted Stock Units or dividend equivalents provided for in this Agreement may be transferred, assigned, pledged, or encumbered by theGrantee and the Restricted Stock Units and dividend equivalents shall be distributed during the lifetime of the Grantee only for the benefit of the Grantee. Any attempt to transfer, assign,pledge, or encumber the Restricted Stock Units or dividend equivalents provided for in this Agreement by the Grantee shall be null, void and without effect. The rights and protections ofTivity Health hereunder shall extend to any successors or assigns of Tivity Health and to Tivity Health’s parents, subsidiaries, and affiliates. This Agreement may be assigned by TivityHealth without the Grantee’s consent.

13. Withholding . The Grantee shall be required to pay to Tivity Health, or make other arrangements satisfactory to Tivity Health to provide for the payment of, any federal, state,local or other taxes that Tivity Health is required to withhold with respect to the grant, vesting and distribution of the Restricted Stock Units and dividend equivalents. Notwithstandinganything to the contrary herein or the Plan, until the Grantee has satisfied Tivity Health’s withholding obligation with respect to this Agreement, the Grantee shall not have any rights tosell or transfer any shares of Stock that have been distributed to the Grantee pursuant to this Agreement.

14. Effect on Other Benefits . The value of the Restricted Stock Units and the shares of Stock and dividend equivalents potentially distributable hereunder shall not be consideredeligible earnings for purposes of any other plan maintained by Tivity Health, and such value shall not be

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considered part of the Grantee’s compensation for purposes of determining or calculating other benefits that are based on compensation, such as life insurance.






17. Section 409A . The amounts payable under this Agreement are intended to be compliant with the requirements of Section 409A of the Code and this Agreement should beinterpreted accordingly. If required to avoid the imposition of tax under Section 409A of the Code, any distribution under Paragraph3will be delayed until the date that is six monthsand one day following the Grantee’s separation from service (or, if earlier, the Grantee’s death).

18. Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement between Tivity Health and the Grantee concerning the Restricted Stock Unitsprovided for herein, and supersede any prior or contemporaneous negotiations and understandings, including the 2016 Special PRSU Agreement. Tivity Health and the Grantee havemade no promises, agreements, conditions, or understandings relating to the Restricted Stock Units, either orally or in writing, that are not included in this Agreement or the Plan.



21. Consent to Electronic Delivery . The Grantee hereby authorizes Tivity Health to deliver electronically any prospectuses or other documentation related to this Agreement, thePlan and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, reports, proxy statements or other documents that are requiredto be delivered to participants in such plans or arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation,delivery by

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means of e-mail or e-mail notification that such documentation is available on Tivity Health’s intranet site. Upon written request, Tivity Health will provide to the Grantee a paper copyof any document also delivered to the Grantee electronically. The authorization described in this paragraph may be revoked by the Grantee at any time by written notice to Tivity Health.


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

TIVITY HEALTH, INC.

Name: Donato TramutoTitle: Chief Executive Officer GRANTEE: Keira Krausz OnlineAcceptanceSatisfiesSignatureRequirement

EXHIBIT C-3

2017 Restricted Stock Unit Award Agreement

[ Attached.]

TIVITY HEALTH, INC.



This 2017 RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement”), dated as of March 8, 2019, is delivered by Tivity Health, Inc., a Delaware

corporation (“ TivityHealth”), to Keira Krausz (the “ Grantee”).

RECITALS

A. Nutrisystem, Inc., a Delaware corporation (the “ Company ”), Tivity Health, and Sweet Acquisition, Inc., a Delaware corporation and a direct, wholly-ownedsubsidiary of Tivity Health (“ MergerSub”), entered into that certain Agreement and Plan of Merger, dated as of December 9, 2018 (the “ MergerAgreement”), pursuant to which, asof the effective time of the merger contemplated thereby (the “ EffectiveTime”), Merger Sub was merged with and into the Company, with the Company surviving the merger as adirect, wholly-owned subsidiary of Tivity Health.




E. Pursuant to that certain 2017 Performance-Based Restricted Stock Unit Grant Agreement (the “ 2017 PRSUAgreement”), effective as of January 2, 2017 (the “DateofGrant”), Grantee was granted an award of performance-based restricted stock units (“ Nutrisystem2017PRSUAward”), 21,368 of which were outstanding immediately priorto the Effective Time (assuming actual performance as set forth in the 2017 PRSU Agreement), and such 21,368 PRSUs had $36,325.60 of dividend equivalents accrued with respectthereto as of immediately prior to the Effective Time (“ AccruedDividendEquivalents”).

F. This Agreement serves as evidence of the assumption of the Nutrisystem 2017 PRSU Award outstanding as of the Effective Time by Tivity Health.


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1. Assumption and Conversion of the Nutrisystem 2017 PRSU Award . Subject to the terms and conditions set forth in this Agreement and the Plan, Tivity Health herebyassumes the Nutrisystem 2017 PRSU Award outstanding as of immediately prior to the Effective Time, and, in accordance with the terms of the Merger Agreement, such award is herebyconverted into an award of 43,762 restricted stock units (the “ RestrictedStockUnits”) of Tivity Health. Each Restricted Stock Unit represents the right to receive one share of TivityHealth’s common stock, $.001 par value per share (the “ Stock”), subject to the restrictions set forth below and in the Plan.

2. Vesting .


b. If the Grantee’s service with Tivity Health ceases prior to December 31, 2019 due to the Grantee’s death or “ totaldisability” (as defined below), theGrantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be (i) the Restricted Stock Units, multipliedby(ii) a fraction, (x) the numeratorof which is the number of days of continuous service performed by the Grantee for Tivity Health or the Company during the period beginning January 1, 2017 and ending on December31, 2019 (the “ ServicePeriod”), and (y) the denominator of which is 1095, subject to the Grantee’s execution and delivery of a general release of claims against Tivity Health and itsaffiliates in the form attached to the employment agreement between Tivity Health and Grantee dated as of March 8, 2019 (as may be amended from time to time, the “ EmploymentAgreement”) (the “ Release”) and on the Release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Restricted Stock Units that do not vest inconnection with such death or total disability shall be forfeited as of the date the Grantee’s service ceases, and the Grantee shall not have any further rights with respect to thoseRestricted Stock Units.

c. If the Grantee’s service with Tivity Health ceases prior to December 31, 2019 due to (i) a termination by Tivity Health without “ cause” (as definedbelow) or (ii) a resignation by the Grantee with “ goodreason” (as defined below), then the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rataportion shall be (i) the Restricted Stock Units, multipliedby(ii) a fraction, (1) the numerator of which is the number of days of continuous service performed by the Grantee for TivityHealth or the Company during the Service Period, and (2) the denominator of which is 1095, subject to the Grantee’s execution and delivery of a general release of claims against TivityHealth and its affiliates in a form prescribed by Tivity Health and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. AnyRestricted Stock Units that cannot vest because of the pro-ration described above or due to a failure to satisfy the release condition described above will be forfeited as of the date theGrantee’s service ceases, and the Grantee shall not have any further rights with respect to those Restricted Stock Units.

d. Except as otherwise provided in Paragraph 2(d) above, if the Grantee’s service with Tivity Health ceases prior to December 31, 2019 due to a resignationby the Grantee without “good reason” (other than a resignation by the Grantee in anticipation of a termination

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for “ cause”), then the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be (i) the Restricted Stock Units, multipliedby (ii) afraction, (1) the numerator of which is the number of full (but not partial) calendar years of continuous service performed by the Grantee for Tivity Health or the Company during theService Period and (2) the denominator of which is three, subject to the Grantee’s execution and delivery of a general release of claims against Tivity Health and its affiliates in a formprescribed by Tivity Health and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Restricted Stock Units that cannotvest because of the pro-ration described above or due to a failure to satisfy the release condition described above will be forfeited as of the date the Grantee’s service ceases, and theGrantee shall not have any further rights with respect to those Restricted Stock Units.

e. Notwithstanding any other provision of this Agreement, if prior to the payment date described below in Paragraph 3, the Grantee’s employment or service withTivity Health ceases due to a termination by Tivity Health for “ cause” (or due to a resignation by the Grantee in anticipation of a termination for “cause”), all of the Restricted StockUnits shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant.

f. For purposes of this Agreement:

i. “ cause,” and “ goodreason” will have the meanings set forth in the Employment Agreement.

ii. “ totaldisability” means a condition entitling the Grantee to benefits under any long-term disability plan or policy maintained or funded by TivityHealth.

3. Time and Form of Payment with Respect to Restricted Stock Units . The Grantee shall receive a distribution with respect to vested Restricted Stock Units within two and one-half months following December 31, 2019. The Restricted Stock Units will be distributed in shares of Stock, with each vested Restricted Stock Unit representing the right to receive oneshare of Stock (equitably adjusted by the Committee in accordance with Section 5(d) of the Plan or any successor provision).

4. Dividend Equivalents . At the same time that the Restricted Stock Units are converted to shares of Stock and distributed to the Grantee as set forth in Paragraph3above, theCompany shall pay to the Grantee a lump sum cash payment equal to the sum of the dividends that would have been payable between the date hereof and the date of such distributionwith respect to a number of shares of Stock equal to the number of shares then distributable (equitably adjusted by the Committee to take into account any stock splits, reverse splits,mergers, recapitalizations or similar events occurring during such period), plus the Accrued Dividend Equivalents. If or to the extent the Restricted Stock Units are forfeited, dividendequivalent payments will not be made under this Paragraph4.

5. Change of Control . In the event of a Change of Control prior to settlement of this award, the Committee may in its discretion: (a) accelerate settlement of this Grant, to theextent consistent with Treas. Reg. § 1.409A~3(j)(4)(ix) or any successor provision and/or (b) take such other actions as it deems appropriate with respect to this Grant, provided that suchother actions do not cause this award to be subject to tax under Section 409A of the Code.

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b. The Grantee hereby (i) agrees to be bound by Tivity Health’s policies as in effect from time to time, including, but not limited to, Tivity Health’s Code ofBusiness Conduct and Tivity Health’s Compensation Recoupment Policy, and (ii) understands that there may be certain times during the year that the Grantee will be prohibited fromselling, transferring, donating, assigning, mortgaging, hypothecating or otherwise encumbering Tivity Health’s securities.

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18. Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement between Tivity Health and the Grantee concerning the Restricted Stock Unitsprovided for herein, and supersede any prior or contemporaneous negotiations and understandings, including the 2017 PRSU Agreement. Tivity Health and the Grantee have made nopromises, agreements, conditions, or understandings relating to the Restricted Stock Units, either orally or in writing, that are not included in this Agreement or the Plan.




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TIVITY HEALTH, INC.


EXHIBIT C-4

2018 Restricted Stock Unit Award Agreement

[ Attached.]

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TIVITY HEALTH, INC.



This 2018 RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement”), dated as of March 8, 2019, is delivered by Tivity Health, Inc., a Delawarecorporation (“ TivityHealth”), to Keira Krausz (the “ Grantee”).

RECITALS

A. Nutrisystem, Inc., a Delaware corporation (the “ Company”), Tivity Health, and Sweet Acquisition, Inc., a Delaware corporation and a direct, wholly-ownedsubsidiary of Tivity Health (“ MergerSub”), entered into that certain Agreement and Plan of Merger, dated as of December 9, 2018 (the “ MergerAgreement”), pursuant to which, asof the effective time of the merger contemplated thereby (the “ EffectiveTime”), Merger Sub was merged with and into the Company, with the Company surviving the merger as adirect, wholly-owned subsidiary of Tivity Health.




E. Pursuant to that certain 2018 Performance-Based Restricted Stock Unit Grant Agreement (the “ 2018 PRSUAgreement”), effective as of January 2, 2018 (the “DateofGrant”), Grantee was granted an award of performance-based restricted stock units (“ Nutrisystem2018PRSUAward”), 19,924 of which were outstanding immediately priorto the Effective Time (assuming maximum performance as set forth in the 2018 PRSU Agreement), and such 19,924 PRSUs had $19,924.00 of dividend equivalents accrued with respectthereto as of immediately prior to the Effective Time (“ AccruedDividendEquivalents”).

F. This Agreement serves as evidence of the assumption of the Nutrisystem 2018 PRSU Award outstanding as of the Effective Time by Tivity Health.


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1. Assumption and Conversion of the Nutrisystem 2018 PRSU Award . Subject to the terms and conditions set forth in this Agreement and the Plan, Tivity Health herebyassumes the Nutrisystem 2018 PRSU Award outstanding as of immediately prior to the Effective Time, and, in accordance with the terms of the Merger Agreement, such award is herebyconverted into an award of 40,804 restricted stock units (the “ RestrictedStockUnits”) of Tivity Health. Each Restricted Stock Unit represents the right to receive one share of TivityHealth’s common stock, $.001 par value per share (the “ Stock”), subject to the restrictions set forth below and in the Plan.

2. Vesting .


b. If the Grantee’s service with Tivity Health ceases prior to December 31, 2020 due to the Grantee’s death or “ totaldisability” (as defined below), theGrantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be (i) the Restricted Stock Units, multipliedby(ii) a fraction, (x) the numeratorof which is the number of days of continuous service performed by the Grantee for Tivity Health or the Company during the period beginning January 1, 2018 and ending on December31, 2020 (the “ ServicePeriod”), and (y) the denominator of which is 1095, subject to the Grantee’s execution and delivery of a general release of claims against Tivity Health and itsaffiliates in the form attached to the employment agreement between Tivity Health and Grantee dated as of March 8, 2019 (as may be amended from time to time, the “ EmploymentAgreement”) (the “ Release”) and on the Release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Restricted Stock Units that do not vest inconnection with such death or total disability shall be forfeited as of the date the Grantee’s service ceases, and the Grantee shall not have any further rights with respect to thoseRestricted Stock Units.

c. If the Grantee’s service with Tivity Health ceases prior to December 31, 2020 due to (i) a termination by Tivity Health without “ cause” (as definedbelow) or (ii) a resignation by the Grantee with “ goodreason” (as defined below), then the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rataportion shall be (i) the Restricted Stock Units, multipliedby(ii) a fraction, (1) the numerator of which is the number of days of continuous service performed by the Grantee for TivityHealth or the Company during the Service Period, and (2) the denominator of which is 1095, subject to the Grantee’s execution and delivery of a general release of claims against TivityHealth and its affiliates in a form prescribed by Tivity Health and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. AnyRestricted Stock Units that cannot vest because of the pro-ration described above or due to a failure to satisfy the release condition described above will be forfeited as of the date theGrantee’s service ceases, and the Grantee shall not have any further rights with respect to those Restricted Stock Units.

d. Except as otherwise provided in Paragraph 2(d) above, if the Grantee’s service with Tivity Health ceases prior to December 31, 2020 due to a resignationby the Grantee without “good reason” (other than a resignation by the Grantee in anticipation of a termination

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for “ cause”), then the Grantee shall become vested in a pro rata portion of the Restricted Stock Units. The pro rata portion shall be (i) the Restricted Stock Units, multipliedby (ii) afraction, (1) the numerator of which is the number of full (but not partial) calendar years of continuous service performed by the Grantee for Tivity Health or the Company during theService Period and (2) the denominator of which is three, subject to the Grantee’s execution and delivery of a general release of claims against Tivity Health and its affiliates in a formprescribed by Tivity Health and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Restricted Stock Units that cannotvest because of the pro-ration described above or due to a failure to satisfy the release condition described above will be forfeited as of the date the Grantee’s service ceases, and theGrantee shall not have any further rights with respect to those Restricted Stock Units.

e. Notwithstanding any other provision of this Agreement, if prior to the payment date described below in Paragraph 3, the Grantee’s employment or service withTivity Health ceases due to a termination by Tivity Health for “ cause” (or due to a resignation by the Grantee in anticipation of a termination for “cause”), all of the Restricted StockUnits shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant.

f. For purposes of this Agreement:

i. “ cause,” and “ goodreason” will have the meanings set forth in the Employment Agreement.

ii. “ totaldisability” means a condition entitling the Grantee to benefits under any long-term disability plan or policy maintained or funded by TivityHealth.

3. Time and Form of Payment with Respect to Restricted Stock Units . The Grantee shall receive a distribution with respect to vested Restricted Stock Units within two and one-half months following December 31, 2020. The Restricted Stock Units will be distributed in shares of Stock, with each vested Restricted Stock Unit representing the right to receive oneshare of Stock (equitably adjusted by the Committee in accordance with Section 5(d) of the Plan or any successor provision).

4. Dividend Equivalents . At the same time that the Restricted Stock Units are converted to shares of Stock and distributed to the Grantee as set forth in Paragraph3above, theCompany shall pay to the Grantee a lump sum cash payment equal to the sum of the dividends that would have been payable between the date hereof and the date of such distributionwith respect to a number of shares of Stock equal to the number of shares then distributable (equitably adjusted by the Committee to take into account any stock splits, reverse splits,mergers, recapitalizations or similar events occurring during such period), plus the Accrued Dividend Equivalents. If or to the extent the Restricted Stock Units are forfeited, dividendequivalent payments will not be made under this Paragraph4.

5. Change of Control . In the event of a Change of Control prior to settlement of this award, the Committee may in its discretion: (a) accelerate settlement of this Grant, to theextent consistent with Treas. Reg. § 1.409A~3(j)(4)(ix) or any successor provision and/or (b) take such other actions as it deems appropriate with respect to this Grant, provided that suchother actions do not cause this award to be subject to tax under Section 409A of the Code.

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b. The Grantee hereby (i) agrees to be bound by Tivity Health’s policies as in effect from time to time, including, but not limited to, Tivity Health’s Code ofBusiness Conduct and Tivity Health’s Compensation Recoupment Policy, and (ii) understands that there may be certain times during the year that the Grantee will be prohibited fromselling, transferring, donating, assigning, mortgaging, hypothecating or otherwise encumbering Tivity Health’s securities.

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18. Entire Agreement . This Agreement and the Plan contain the entire understanding and agreement between Tivity Health and the Grantee concerning the Restricted Stock Unitsprovided for herein, and supersede any prior or contemporaneous negotiations and understandings, including the 2018 PRSU Agreement. Tivity Health and the Grantee have made nopromises, agreements, conditions, or understandings relating to the Restricted Stock Units, either orally or in writing, that are not included in this Agreement or the Plan.




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TIVITY HEALTH, INC.


EXHIBIT D

Form of Release

[ Attached.]

Form Release of Claims

In consideration of the payments and other benefits set forth in Section VI.B and Section VI.D of the Employment Agreement dated March 8, 2019, to which this form is attached, I,

Keira Krausz, hereby furnish Tivity Health, Inc. (the “ Company”), with the following release and waiver (“ ReleaseandWaiver”). 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 andsubsidiary entities, insurers, affiliates, and assigns (the “ ReleasedParties”), from any and all claims, liabilities and obligations, both known and unknown, suspected or claimed against any of theReleased 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, wrongfultermination, 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 thetermination 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 arisingunder 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 theCompany 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 whichI 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 [Award Agreements]in respect of vested Restricted Stock Units (as defined in the [Award Agreements] ) then held by me and claims in respect of such Restricted Stock Units solely in my capacity as a holder ofRestricted Stock Units; (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 towhich 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 bya 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 theCompany (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 underany of the laws listed in the preceding paragraphs, or that I have fully disclosed to the Company, in writing, any such matters.

2

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’ feesof 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 releaselanguage 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 complaintagainst 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 filedor 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 paragraphand 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 ofthis 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 toclaims 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) daysin 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 andWaiver 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 periodhas expired.

I acknowledge my continuing obligations under that certain Nondisclosure and Noncompete Agreement, dated as of March 8, 2019, by and between me and the Company, as may be

amended from time to time (the “ NondisclosureandNoncompeteAgreement”), and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of thisRelease and Waiver is contingent upon my continued compliance with my obligations under the Nondisclosure and Noncompete 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 bemodified by a writing signed by both me and a duly authorized officer of the Company (other than me).

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Date: By:

Keira Krausz Date: By:

Company Representative

4

EXHIBIT E

Nondisclosure and Noncompete Agreement

[ Attached.]

In consideration of Employee’s employment by Tivity Health, Inc. and other good andvaluable consideration, the receipt and sufficiency of which are acknowledged, the Partiesagree as follows:

1. Confidentiality .

a. Confidential Information . Employee understands and acknowledges that during thecourse of employment, Employee will have access to and learn about confidential, secret andproprietary documents, materials, data and other information, in tangible and intangible form,of and relating to the Company and its businesses and existing and prospective customers,suppliers, investors and other associated third parties referred to herein as “ ConfidentialInformation” (as defined below). Employee further understands and acknowledges that thisConfidential Information and the Company’s ability to reserve it for the exclusive knowledgeand use of the Company is of great competitive importance and commercial value, and thatimproper use or disclosure of the Confidential Information by Employee will cause irreparableharm to the Company, for which remedies at law will not be adequate and may also cause theCompany to incur financial costs, loss of business advantage, liability under confidentialityagreements with third parties, civil damages and criminal penalties.

For purposes of this Agreement, the term “ ConfidentialInformation” includes, but isnot limited to, all information not generally known to the public, in spoken, printed, electronicor any other form or medium, relating directly or indirectly to proposed or new products ormarkets developed or to be developed by the Company, secret or

confidential business procedures or plans relating to the Company’s new or existing markets,new proposed acquisitions or mergers, the name and processes of those with whom theCompany is dealing in connection with such new products, markets, procedures or businessand all things of a same or similar confidential nature, as well as any of the followinginformation: technical information, processes, formulae, compositions, systems, techniques,inventions, computer programs and software developed by or for the Company, researchprojects, agreements, customer and prospective customer lists, pricing data, strategies, sourcesof supply, personnel records, financial data and information, sales and marketing methods,marketing plans, production, merchandising systems and plans, acquisitions and potentialacquisition s and other information confidential to the Company. As used herein, the term “Person ” shall mean any individual, corporation, limited liability company, association,partnership, business, joint venture, trust estate, unincorporated organization, governmentalauthority, or any other entity.

Employee understands that the above list is not exhaustive, and that ConfidentialInformation also includes other information that is marked or otherwise identified asconfidential or proprietary, or that would otherwise appear to a reasonable individual to beconfidential or proprietary in the context and circumstances in which the information is knownor used. Employee understands and agrees that Confidential Information developed byEmployee in the course of Employee’s employment shall be subject to the terms andconditions of this Agreement as if the Company had furnished the same ConfidentialInformation to Employee in the first instance. Confidential

Nondisclosure and Noncompete Agreement

(Keira Krausz)

This Nondisclosure and Noncompete Agreement (“ Agreement”), executed and delivered as of March 8, 2019 (the “ Effective Date”), by and between Tivity Health, Inc., aDelaware corporation, and its subsidiaries, including, but not limited to, Nutrisystem, Inc., a Delaware corporation (“ Nutrisystem”), having a principal place of business at 701 Cool SpringsBoulevard, Franklin, Tennessee 37067 (hereinafter called the “ Company”), and Keira Krausz (“ Employee”) (the Company and Employee are collectively referred to herein as the “ Parties”).

Information shall not include information that is generally available to and known by thepublic; provided that such disclosure to the public is through no direct or indirect fault ofEmployee or Person(s) acting on Employee’s behalf.

b. Disclosure and Use Restrictions . Employee agrees and covenants: (i) to treat allConfidential Information as strictly confidential; (ii) not to directly or indirectly disclose,publish, communicate or make available Confidential Information, or allow it to be disclosed,published, communicated or made available, in whole or part, to any Person whatsoever(including other employees of the Company) not having a need to know and authority to knowand use the Confidential Information in connection with the business of the Company and, inany event, not to anyone outside of the direct employ of the Company except with the priorconsent of an authorized officer acting on behalf of the Company in each instance (and then,such disclosure shall be made only within the limits and to the extent of such duties orconsent); and (iii) not to access or use any Confidential Information, and not to copy anydocuments, records, files, media or other resources containing any Confidential Information, orremove any such documents, records, files, media or other resources from the premises orcontrol of the Company, except with the prior consent of an authorized officer acting on behalfof the Company in each instance (and then, such disclosure shall be made only within thelimits and to the extent of such duties or consent). Employee acknowledges that nothing hereinshall be construed to restrict or prevent disclosure of Confidential Information at any time (x)as may be required by applicable law or regulation, or pursuant to the valid order of a court ofcompetent jurisdiction or an authorized government agency, provided that the disclosure doesnot exceed the extent of disclosure required by such law, regulation or order; (y) as part ofproviding information to, or testifying or otherwise assisting in any investigation or proceedingbrought by, any federal regulatory or law enforcement agency or legislative body, or any self-regulatory organization; or (z) in the course of filing, testifying, participating in or otherwiseassisting in a proceeding relating to an

alleged violation of any federal or state law relating to fraud, or any rule or regulation of theSecurities and Exchange Commission. Employee shall provide written notice of any such orderto an authorized officer of the Company promptly upon receiving such order, but in any eventsufficiently in advance of making any disclosure to permit the Company to contest the order orseek confidentiality protections, as determined in its sole discretion.

c. Duration of Confidentiality Obligations . Employee understands and acknowledgesthat Employee’s obligations under this Agreement with regard to any particular ConfidentialInformation shall commence immediately upon Employee first having access to suchConfidential Information and shall continue during and after Employee’s employment untilsuch time as such Confidential Information has become public knowledge other than as aresult of Employee’s breach of this Agreement or breach by those acting in concert withEmployee or on Employee’s behalf.

d. Insider Trading . Employee acknowledges that (i) the Confidential Information maycontain material, non-public information regarding the Company, the securities of which arepublicly traded and (ii) the United States securities laws and regulations prohibit any Personwho is in possession of material, non-public information pertaining to an issuer frompurchasing or selling securities or related financial instruments of such issuer or fromcommunicating such information to any other Person under circumstances in which it isreasonably foreseeable that such Person is likely to purchase or sell such securities. Employeeagrees to comply with such laws and regulations.

2. Proprietary Rights .

a. Work Product . Employee acknowledges and agrees that all writings, works ofauthorship, technology, inventions, discoveries, ideas and other work product of any naturewhatsoever, that are created, prepared, produced, authored, edited, amended, conceived orreduced to practice by Employee individually or jointly

with others during the period of Employee’s employment and relating in any way to thebusiness or contemplated business, research or development of the Company (regardless ofwhen or where such work product is prepared or whose equipment or other resources is used inpreparing the same) and all printed, physical and electronic copies, all improvements, rightsand claims related to the foregoing, and other tangible embodiments thereof (collectively, “WorkProduct”), as well as any and all rights in and to copyrights, trade secrets, trademarks(and related goodwill), patents and other intellectual property rights therein arising in anyjurisdiction throughout the world and all related rights of priority under internationalconventions with respect thereto, including all pending and future applications andregistrations therefor, and continuations, divisions, continuations-in-part, reissues, extensionsand renewals thereof (collectively, “ Intellectual Property Rights ”), shall be the sole andexclusive property of the Company.

b. Work Made for Hire Assignment . Employee acknowledges that, by reason ofEmployee’s employment at the relevant times, to the extent permitted by law, all of the WorkProduct consisting of copyrightable subject matter is “work made for hire” as defined in theCopyright Act of 1976 (17 U.S.C. § 101), as amended, and such copyrights are thereforeowned by the Company. To the extent that the foregoing does not apply, Employee herebyirrevocably assigns to the Company, for no additional consideration, Employee’s entire right,title and interest in and to all Work Product and Intellectual Property Rights therein, includingthe right to sue, counterclaim and recover for all past, present and future infringement,misappropriation or dilution thereof, and all rights corresponding thereto throughout the world.Nothing contained in this Agreement shall be construed to reduce or limit the Company’srights, title or interest in any Work Product or Intellectual Property Rights so as to be less inany respect than that the Company would have had in the absence of this Agreement.

c. Further Assurances; Power of Attorney . During and after Employee’s employment,Employee agrees to reasonably cooperate with the Company (at the Company’s expense) to (i)apply for, obtain, perfect and transfer to the Company the Work Product and IntellectualProperty Rights in the Work Product in any jurisdiction in the world; and (ii) maintain, protectand enforce the same, including executing and delivering to the Company any and allapplications, oaths, declarations, affidavits, waivers, assignments and other documents andinstruments as shall be requested by the Company. Employee hereby irrevocably grants to theCompany power of attorney to execute and deliver any such documents on Employee’s behalfin Employee’s name and to do all other lawfully permitted acts to transfer the Work Product tothe Company and further the transfer, issuance, prosecution and maintenance of all IntellectualProperty Rights therein, to the full extent permitted by law, if Employee does not promptlycooperate with the Company’s request. The power of attorney is coupled with an interest andshall not be affected by Employee’s subsequent incapacity.

d. Moral Rights . To the extent any copyrights are assigned under this Agreement,Employee hereby irrevocably waives, to the extent permitted by applicable law, any and allclaims Employee may now or hereafter have in any jurisdiction to all rights of paternity,integrity, disclosure and withdrawal and any other rights that may be known as “moral rights”with respect to all Work Product and all Intellectual Property Rights therein.

e. No License . Employee understands that this Agreement does not, and shall not beconstrued to grant Employee any license or right of any nature with respect to any WorkProduct or Intellectual Property Rights or any Confidential Information, materials, software orother tools made available to Employee by the Company.

f. No Additional Compensation . It is understood and agreed that Employee shall notbe entitled to any additional or special compensation in regard to any and all such

Work Product and all Intellectual Property Rights.

3. Security .

a. Security and Access . Employee agrees and covenants (i) to comply with allCompany security policies and procedures as in force from time to time, including thoseregarding computer equipment and systems, facilities access, key cards, access codes, internet,social media, e-mail systems, computer networks, data security, firewalls, passwords(collectively, “ FacilitiesInformationTechnologyandAccessResources”); (ii) not to accessor use any Facilities and Information Technology Resources except as authorized by theCompany; and (iii) not to access or use any Facilities and Information Technology Resourcesin any manner after the termination of Employee’s employment, whether termination isvoluntary or involuntary. Employee agrees to notify the Company promptly in the eventEmployee learns of any violation of the foregoing by others, or of any other misappropriationor unauthorized access, use, reproduction or reverse engineering of, or tampering with anyFacilities and Information Technology Access Resources or other Company property ormaterials by others.

b. Exit Obligations . Upon (1) voluntary or involuntary termination of Employee’semployment or (ii) the Company’s request at any time during Employee’s employment,Employee shall (A) provide or return any and all Company property, including keys, keycards, access cards, identification cards, security devices, credit cards, network access devices,computers, cell phones, smartphones, PDAs, manuals, reports, files, work product, e-mailmessages, recordings, disks, thumb drives or other removable information storage devices, anddata and all Company documents and materials stored in any fashion, including those thatconstitute or contain any Confidential Information or Work Product, that are in the possessionor control of Employee, whether they were provided to Employee by the Company or any ofits business associates or created by Employee in connection with Employee’s

employment; and (B) delete or destroy all copies of any such documents and materials notreturned to the Company that remain in Employee’s possession or control, including thosestored on any non-Company devices, networks, storage locations and media in Employee’spossession or control.

4. Non-disparagement . Employee agrees and covenants that Employee will not at anytime make, publish or communicate to any Person or in any public forum any defamatory ordisparaging remarks, comments or statements concerning the Company or its businesses, orany of its Employees, officers, and existing and prospective customers, suppliers, investors andother associated third parties, or make any maliciously false statements about the Company’sEmployees and officers.

5. Non-Competition and Non-Solicitation .

a. Non-Competition . Employee agrees that Employee will not at any time during theterm of Employee’s employment and for a period of one (1) year after the termination ofEmployee’s employment, within the United States, become associated directly or indirectly asan agent on behalf of, or be employed in, act as a consultant to, or as a director of or inconnection with any Person engaged in any business substantially similar to or competitivewith any business being conducted by the Company at any time during Employee’semployment.

b. Non-Solicitation . During Employee’s employment and for a period of two (2) yearsimmediately following the termination thereof, regardless of the reason, timing or party whoinitiates termination of employment, Employee promises and agrees not to, directly orindirectly, either for Employee or any other Person, solicit or hire (or attempt to solicit or hire)any employee of the Company or any of its subsidiaries (including Nutrisystem and any othersubsidiary of the Company or affiliate of the Company) or any person who was an employeeof the Company or any of its subsidiaries (including Nutrisystem and any other subsidiary ofthe Company or affiliate of the Company) within six (6) months prior to any

such solicitation or hiring (or attempt to solicit or hire) or otherwise induce any employee ofthe Company to terminate such employment.

6. Remedies .

a. Employee acknowledges that the Confidential Information and the Company’sability to reserve it for its exclusive knowledge and use is of great competitive importance andcommercial value to the Company, and that improper use or disclosure of the ConfidentialInformation by Employee will cause irreparable harm to the Company, for which remedies atlaw will not be adequate. In the event of a breach or threatened breach by Employee of any ofthe provisions of this Agreement, Employee hereby consents and agrees that the Companyshall be entitled to seek, in addition to other available remedies, a temporary or permanentinjunction or other equitable relief against such breach or threatened breach from any court ofcompetent jurisdiction, without the necessity of showing any actual damages or that monetarydamages would not afford an adequate remedy, and without the necessity of posting any bondor other security. The aforementioned equitable relief shall be in addition to, not in lieu of,legal remedies, monetary damages or other available forms of relief. Employee furtheracknowledges that each affiliate and subsidiary of the Company is an intended third-partybeneficiary of this Agreement.

b. If Employee violates the restrictive covenants set forth in this Agreement and theCompany brings legal action for injunctive or other relief, the Company shall not, as a result ofthe time involved in obtaining such relief, be deprived of the benefit of the full period of therestrictive covenant at issue. Accordingly, the restrictive covenants shall be deemed to have theduration specified in this Agreement, computed from the date such relief is granted butreduced by the time expired between the date of this Agreement and the date of the firstviolation of the covenant.

7. Acknowledgment . Employee acknowledges and agrees that the services to berendered by Employee are of a special and

unique character; that Employee will obtain knowledge and skill relevant to the Company’sindustry, methods of doing business and marketing strategies by virtue of Employee’semployment; and that the terms and conditions of this Agreement are reasonable under thesecircumstances. Employee further acknowledges that this Agreement is not a contract ofemployment and shall not be construed as a commitment by either of the Parties to continue anemployment relationship for any certain period of time. Nothing in this Agreement shall beconstrued to in any way terminate, supersede, undermine or otherwise modify the at-willstatus of the employment relationship between the Company and Employee, pursuant towhich either the Company or Employee may terminate the employment relationship atany time, with or without cause, with or without notice.

8. Miscellaneous .

a. Amendment . This Agreement may not be amended or modified other than by anagreement in writing signed by each of the Parties. Any waiver shall be valid only if set forthin an instrument in writing signed by the Party to be bound thereby.

b. Assignment . The Company may assign this Agreement to any subsidiary oraffiliate, or to any successor or assign (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of its business or assets. This Agreementshall inure to the benefit of the Company and its respective successors and permitted assigns.Employee may not assign this Agreement or any part hereof. Any purported assignment byEmployee shall be null and void.

c. Entire Agreement; Binding Effect . This Agreement contains the entire agreement ofthe Parties with respect to the subject matter hereof and supersedes all prior understandingsand agreements of the Parties with respect thereto. For the avoidance of doubt, upon theeffectiveness of this Agreement, that certain Nondisclosure and Noncompete Agreement forManagement Employees, dated February 5,

2013, between Nutrisystem and Employee (the “ PriorAgreement”), shall be superseded andreplaced in its entirety by this Agreement. Upon such effectiveness, all provisions of, rightsgranted and covenants made in the Prior Agreement are hereby waived, released andsuperseded in their entirety by the provisions hereof and shall have no further force or effect.

Subject to the provisions set forth in Section 8(b) , this Agreement shall be bindingupon and inure to the benefit of the Parties and their respective successors, permitted assigns,heirs and legal representatives. None of the provisions of this Agreement shall be for thebenefit of or enforceable by any Person other than the Parties, and their respective successors,permitted assigns, heirs and legal representatives.d. Governing Law . This Agreement shall be construed and interpreted in accordancewith the laws of the State of Delaware, without regard to its provisions concerning choice oflaws, choice of forum or principle that might otherwise refer construction or interpretation ofthis Agreement to the substantive law of another jurisdiction.

e. Consent to Jurisdiction . Any legal suit, action or proceeding (each, a “ Proceeding”) arising out of or relating to this Agreement shall be instituted in the United States DistrictCourt for the District of Delaware; provided,however, that if any such Proceeding is unable tobe heard by such court, then such Proceeding shall be instituted in the courts of the State ofDelaware located in Kent County. Each Party irrevocably submits to the exclusive jurisdictionof such court in any such Proceeding. The Parties irrevocably and unconditionally waive anyobjection to the laying of venue of any Proceeding in such court and irrevocably waives andagrees not to plead or claim in such court that any such Proceeding brought in any such courthas been brought in an inconvenient forum.

f. WAIVER OF JURY TRIAL . THE PARTIES HEREBY EXPRESSLY WAIVETHE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING BROUGHT BY ORAGAINST

EITHER OF THEM RELATING TO THIS AGREEMENT.

g. Attorneys’ Fees . In the event the Company is required to enforce the terms andconditions contained in this Agreement through legal proceedings, upon a judgment in favor ofEmployee, the Company shall be responsible for all reasonable attorneys’ fees, court costs andexpenses incurred by Employee.

h. Waivers . Neither the failure nor the delay by any Party in exercising any right,power or privilege hereunder shall operate as a waiver of such right, power or privilege, and nosingle or partial exercise of any such right, power or privilege shall preclude any other orfurther exercise of any such right, power or privilege or the exercise of any other right, poweror privilege. To the maximum extent permitted by applicable law, no waiver that may be givenby a Party shall be applicable except in the specific instance for which it was given.

i. Severability . If any provision of this Agreement shall for any reason be held to beinvalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceabilityshall not affect any other provision hereof and this Agreement shall be construed as if suchinvalid, illegal or unenforceable provision had never been contained herein. Upon any suchdetermination that any provision is invalid, illegal or unenforceable, the Parties hereto shallnegotiate in good faith to modify this Agreement so as to give effect to the original intent ofthe Parties as closely as possible in a mutually acceptable manner in order that the transactionscontemplated hereby be consummated as originally contemplated to the greatest extentpossible.

j. Captions . Captions and headings of the sections and paragraphs of this Agreementare intended solely for convenience and no provision of this Agreement is to be construed byreference to the caption or heading of any section or paragraph.

k. Counterparts . This Agreement may be executed in counterparts (delivery of whichmay

occur via facsimile), each of which shall be binding as of the date first written above, and all ofwhich shall constitute one and the same instrument. Each such copy shall be deemed anoriginal, and it shall not be necessary in making proof of this Agreement to produce or account

for more than one such counterpart. A facsimile signature or electronically scanned copy of asignature shall constitute and shall be deemed to be sufficient evidence of a Party’s executionof this Agreement, without the necessity of further proof thereof.

EMPLOYEE AFFIRMS THAT SHE HAS READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTANDS THE NATURE OF THE OBLIGATIONS EMPLOYEE IS ASSUMINGAND AGREES TO ABIDE BY ALL OF THE TERMS AND PROVISIONS HEREINABOVE SET FORTH.

[ SignaturePageFollows.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date above.

TIVITY HEALTH, INC. By:Name:Title: EMPLOYEE Keira Krausz

Exhibit 31.1

CERTIFICATION I, Donato Tramuto, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tivity Health, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows ofthe registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscalquarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 9, 2019

/s/ Donato Tramuto Donato Tramuto

Chief Executive Officer Exhibit 31.2

CERTIFICATION I, Adam Holland, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Tivity Health, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows ofthe registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscalquarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 9, 2019

/s/ Adam Holland Adam Holland

Chief Financial Officer Exhibit 32

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tivity Health, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof(the "Report"), we, Donato Tramuto, Chief Executive Officer of the Company, and Adam Holland, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Donato TramutoDonato TramutoChief Executive OfficerMay 9, 2019 /s/ Adam HollandAdam HollandChief Financial OfficerMay 9, 2019

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