On March 30, 2010, Laura W. Lang was appointed to the Board of Directors of Nutrisystem, Inc. (the "Company") as an independent director. As compensation for service as a director, Ms. Lang will receive a one-time grant as a new director on March 30, 2010, of 5,705 restricted common shares, vesting one-third each year for three years. Ms. Lang will also be entitled to receive the established compensation for non-employee directors in accordance with the terms of the Nutrisystem, Inc. Compensation Policy for Non-Employee Directors.

Ms. Lang, age 53, is currently Chief Executive Officer Worldwide of Digitas Inc., a leading integrated strategy, technology and marketing consulting firm. She is also a member of the Publicis Groupe executive committee and the VivaKi board of directors. She previously served as President of Digitas LLC from 2004 through 2007. Prior to joining Digitas as Executive Vice President in 1999, Ms. Lang was President of Marketing Corporation of America, which provided strategic consulting services to Fortune 100 clients in the pharmaceutical, telecommunications, technology and information, entertainment, travel and gaming industries. She joined the firm in 1995 as a Partner and developed a practice around technology and utilization of information with a significant amount of B2B consulting to include repositioning of corporate markets. Ms. Lang has served on the board of directors of Benchmark Electronics, Inc. since 2005 and is a member of their Compensation and Nominating/Governance Committees.

Equity Awards

On March 30, 2010, the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") made an annual grant of the restricted common shares listed below (the "Annual Awards") under the 2008 Long Term Incentive Plan (the "Plan"), with vesting in four installments of 25% per year commencing on the first anniversary of the date of grant, and ending on the fourth anniversary of the date of grant. The Compensation Committee also granted the restricted common shares listed below (the "Retention Shares") under the Plan, with vesting in two installments of 50% on the second anniversary of the date of grant, and 50% on the third anniversary of the date of grant. The Annual Awards and Retention Shares are subject to the terms and conditions set forth in their respective grant agreements and the Plan.

Name                                                Annual Awards        Retention Shares

Joseph M. Redling                                    100,000            75,000

David D. Clark                                          20,000               10,000

Chris Terrill                                               20,000              10,000

Scott A. Falconer                                       20,000               10,000

On March 30, 2010, the Compensation Committee granted the Performance RSUs listed for each person below as the 2010 Target Amount of common shares that could be achieved by the vesting of Performance RSUs based on the level of achievement of financial performance goals established by the Compensation Committee for the fiscal year ending December 31, 2010 at threshold, target and maximum levels. The participant is eligible to achieve 200% of the 2010 Target Amount at maximum, 100% of the 2010 Target Amount at target, and 50% of the 2010 Target Amount at threshold, and nothing below threshold, and with interpolation between threshold and target, and between target and maximum. Performance RSUs earned upon the achievement of 2010 performance goals will vest upon the continued employment of the participant through March 1, 2013, subject to the terms and conditions set forth in the grant agreement for such Performance RSUs and the Plan.

                                      Performance Restricted Share Units

Joseph M. Redling               33,333                                   100,000

David D. Clark                     3,333                                    10,000

Chris Terrill                          3,333                                    10,000

Scott A. Falconer                 3,333                                    10,000