Item 5.02. Departure of Directors or Certain Officers? Election of Directors?


            Appointment of Certain Officers? Compensatory Arrangements of Certain
            Officers.

In its Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 5, 2020 (the "Initial Report"), Medifast, Inc. (the "Company") reported the departure of Timothy G. Robinson, the Company's Chief Financial Officer, and the appointment of Joseph P. Kelleman, the Company's Vice President of Finance, as interim Chief Financial Officer effective April 1, 2020. This Current Report on Form 8-K/A amends the Initial Report to provide information about the compensatory arrangements related to the departure of Mr. Robinson and the appointment of Mr. Kelleman as interim Chief Financial Officer. This Current Report on Form 8-K/A should be read in conjunction with the Initial Report.

Timothy G. Robinson

On March 31, 2020, in connection with his departure from the Company, Mr. Robinson and the Company entered into a separation agreement (the "Separation Agreement") pursuant to which Mr. Robinson will receive certain severance and other benefits. The Separation Agreement provides that Mr. Robinson will receive (i) a lump sum cash severance payment in the amount of $801,469.00, which represents one year's annual salary, target bonus and an additional pro-rata bonus for fiscal year 2020; (ii) a lump sum payment equal to $24,044.26 to cover health care coverage continuation, to be paid within 30 days after Mr. Robinson's election to continue benefits under COBRA; (iii) payment for up to 12 months of outplacement assistance; (iv) acceleration of vesting of Mr. Robinson's stock options, which will continue to be exercisable until June 29, 2020, (v) continued vesting of his outstanding time-based restricted shares and deferred shares on a pro-rata basis based on the number of months during the vesting period Mr. Robinson was employed and (vi) continued vesting of his performance-based restricted shares on a pro-rata basis based on the number of months during the performance period Mr. Robinson was employed. The Severance Agreement includes standard non-competition, non-disclosure and confidentiality provisions and mutual non-disparagement provisions and releases. As previously disclosed, Mr. Robinson's departure was not the result of any disagreement with the Company nor any issue related to the Company's financial statements or accounting practices.

The foregoing description of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Joseph P. Kelleman

In connection with Mr. Kelleman's appointment as interim Chief Financial Officer, he will receive a lump sum bonus of $60,000 which is payable within thirty (30) days after June 30, 2020 and (ii) a pro-rata bonus for fiscal year 2020.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.




   10.1     Separation Agreement dated March 31, 2020

104.1 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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