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

On September 22, 2021, the Compensation Committee of the Board of Directors (the "Board") of Tivity Health, Inc. (the "Company") adopted a separation benefits program (the "Separation Benefits Program") applicable to the Company's Section 16 Officers, including its named executive officers. The Company's Section 16 Officers are not entitled to participate in the Separation Benefits Program to the extent they are entitled to any severance payments or benefits from another program or agreement with the Company (for example, an employment agreement or severance agreement) that provides greater severance payments or more favorable terms than the Separation Benefits Program. Each of the Company's Section 16 Officers entitled to participate in the Separation Benefits Program is referred to herein as an "Executive Participant." The Separation Benefits Program is effective as of September 22, 2021.

The Separation Benefits Program provides for the payment of severance and other benefits to the Executive Participants in the event of (i) a termination without "cause," (ii) a termination of employment for "good reason," or (iii) a termination without "cause" or for "good reason" within 12 months following a "change in control" of the Company (each, as defined in the Separation Benefits Program). In the event of a qualifying termination, the Separation Benefits Program provides for:





        •   Salary continuation (not including bonuses, commissions or other forms
            of compensation) paid in accordance with the Company's regular payroll
            procedures for the duration of the applicable severance period
            determined based on years of service;


        •   Company-subsidized COBRA premium payments for the duration of the
            applicable severance period determined based on years of service; and


        •   Company-paid outplacement services for at least three months following
            the termination date.

Under the Separation Benefits Program, the applicable severance period is determined based on years of service as follows:





  • less than one year of service - 12 weeks;


  • one year or more of service, but less than 3 years - 26 weeks; and


  • three years or more of service - 52 weeks.

For the qualifying terminations that occur within 12 months of a "change of control," the Separation Benefits Program provides that the Executive Participant will receive the greater of 26 weeks of severance benefits or the severance benefits described in the Separation Benefits Program based on years of service described above.

An Executive Participant's right to receive the severance payments and benefits described above is subject to the delivery and non-revocation of a separation agreement and general release of liability in favor of the Company.

The Separation Benefits Program may be amended or terminated by the Company as sponsor of the Separation Benefits Program at any time. Any amendment, suspension or termination that materially impacts the benefits or other rights of any Executive Participant requires 12 months advance written notice to the impacted Executive Participant.

The foregoing description of the Separation Benefits Program is not complete and is subject to and qualified in its entirety by the terms of the Separation Benefits Program, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.




Item 8.01. Other Events.

On September 27, 2021, the Company issued a press release announcing that the Board authorized a share repurchase program of up to $100 million of the Company's common stock. Shares

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may be purchased in the open market or in privately negotiated transactions. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.




Exhibit 10.1     Separation Benefits Program for Section 16 Officers, dated
               September 22, 2021.
Exhibit 99.1     Press Release issued by the Company, dated September 27, 2021.

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

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