0001564590-20-023372 Sample Contracts

Release and Waiver
Separation Agreement • May 8th, 2020 • Tivity Health, Inc. • Services-misc health & allied services, nec

In consideration of the payments and other benefits set forth in Section 2 and Section 3 of the Separation and Release Agreement dated December 4, 2019 to which this form is attached (the “Separation Agreement”), Dawn M. Zier (“Executive”), hereby furnishes Tivity Health, Inc. (the “Company”), with the following release and waiver (“Release and Waiver”).

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TIVITY HEALTH, INC. SECOND AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN
2020 Restricted Stock Unit Retention Award Agreement • May 8th, 2020 • Tivity Health, Inc. • Services-misc health & allied services, nec • Delaware

This 2020 RESTRICTED STOCK UNIT RETENTION AWARD AGREEMENT (the “Agreement”), dated GRANT DATE, is by and between Tivity Health, Inc., a Delaware corporation (the “Company”), and PARTICIPANT NAME (the “Grantee”), under the Company’s Second Amended and Restated 2014 Stock Incentive Plan (the “Plan”). Terms not otherwise defined herein shall have the meanings given to them in the Grantee’s employment agreement or offer letter with the Company (as may be amended from time to time, the “Employment Agreement”), if applicable, or in the absence of an Employment Agreement or if not defined in an Employment Agreement, then the meanings given to them in the Plan.

SEPARATION AND RELEASE AGREEMENT
Restricted Stock Unit Award Agreement • May 8th, 2020 • Tivity Health, Inc. • Services-misc health & allied services, nec • Delaware

Tivity Health, Inc. and its subsidiaries (collectively, the “Company”) and Dawn M. Zier (“Executive”) (together, the “Parties”) enter into this Separation and Release Agreement (“Agreement”) as of the date shown below Executive’s signature on the last page of this Agreement.

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