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GNC HOLDINGS, INC.
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/14/2008
Filed Period 12/31/2007

Table of contents

  • Page 1
    GNC HOLDINGS, INC. 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/14/2008 Filed Period 12/31/2007

  • Page 2
    ... file number: 333-114502 General Nutrition Centers, Inc. (Exact name of registrant as specified in its charter) DELAWARE (state or other jurisdiction of Incorporation or organization) 300 Sixth Avenue Pittsburgh, Pennsylvania (Address of principal executive offices) 72-1575168 (I.R.S. Employer...

  • Page 3
    ... and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions and Director Independence Item 14 Principal Accountant Fees and Services Part...

  • Page 4
    ... This Form 10-K Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. Forward-looking statements may relate to our plans, objectives, goals, strategies, future...

  • Page 5
    ...ITEM 1. BUSINESS. GNC With our worldwide network of over 6,100 locations and our www.gnc.com website, we are the largest global specialty retailer of health and wellness products, including vitamins, minerals and herbal supplements ("VMHS") products, sports nutrition products, and diet products. We...

  • Page 6
    ... certain of our directors, and certain former stockholders of GNC Parent Corporation, including members of our management. Refer to Note 1, "Nature of Business," to our consolidated financial statements included in this report for additional information. GNC Parent Corporation was formed in November...

  • Page 7
    ..., mass merchants, multi-level marketing organizations, mail-order companies, and a variety of other smaller participants. The nutritional supplements sold through these channels are divided into four major product categories: VMHS; sports nutrition products; diet products; and other wellness...

  • Page 8
    ...the United States (all 50 states, the District of Columbia, and Puerto Rico); 147 company-owned stores in Canada; 978 domestic franchised stores; 1,078 international franchised stores in 49 markets; and 1,358 GNC "store-within-a-store" locations under our strategic alliance with Rite Aid Corporation...

  • Page 9
    ...Rite Aid to open our GNC store-within-a-store locations. Through this strategic alliance, we generate revenues from fees paid by Rite Aid for new store-within-a-store openings, sales to Rite Aid of our products at wholesale prices, the manufacture of Rite Aid private label products, and retail sales...

  • Page 10
    ...www.gnc.com for $15.00. A Gold Card allows a consumer to save 20% on all store and on-line purchases on the day the card is purchased and during the first seven days of every month for a year. Gold Card members also receive personalized mailings and e-mails with product news, nutritional information...

  • Page 11
    ...-49 year old male. We typically offer a broad selection of sports nutrition products, such as protein and weight gain powders, sports drinks, sports bars, and high potency vitamin formulations, including GNC brands such as Pro Performance and popular thirdparty products. Diet Products Diet products...

  • Page 12
    ... from sales of products to customers at our company-owned stores in the United States and Canada, and in December 2005 we started selling products through our website, www.gnc.com. Locations As of December 31, 2007, we operated 2,745 company-owned stores across all 50 states and in Canada, Puerto...

  • Page 13
    .... Existing GNC franchise operators may purchase an additional franchise license for a $30,000 fee. We typically offer limited financing to qualified franchisees in the United States for terms up to five years. Once a store begins operations, franchisees are required to pay us a continuing royalty of...

  • Page 14
    ...wholesale operations, including the manufacture and supply of Rite Aid private label products for distribution to Rite Aid locations. We use our available capacity at these facilities to produce products for sale to third-party customers. The principal raw materials used in the manufacturing process...

  • Page 15
    Table of Contents Wholesale Store-Within-a-Store Locations To increase brand awareness and promote access to customers who may not frequent specialty nutrition stores, we entered into a strategic alliance with Rite Aid to open GNC store-within-a-store locations. As of December 31, 2007, we had 1,...

  • Page 16
    ... licensee's election to terminate the agreement, or the mutual consent of the parties. The patents which we own generally have a term of 20 years from their filing date, although none of our owned or licensed patents are currently associated with a material portion of our business. The duration of...

  • Page 17
    ...ephedra and the immediate execution of a series of actions against ephedra products making unsubstantiated claims about sports performance enhancement. In addition, many states proposed regulations and three states enacted laws restricting the promotion and distribution of ephedra-containing dietary...

  • Page 18
    ... conditions of use. The rule took effect April 12, 2004 and banned the sale of dietary supplement products containing ephedra. Similarly, the FDA issued a consumer advisory in 2002 with respect to dietary supplements that contain the ingredient Kava Kava, and the FDA is currently investigating...

  • Page 19
    ... sold by franchised stores are purchased by franchisees directly from other vendors and these products do not flow through our distribution centers. Although franchise contracts contain strict requirements for store operations, including compliance with federal, state, and local laws and regulations...

  • Page 20
    ... to franchise terms and charges, royalties, and other fees; and place new stores near existing franchises. To date, these laws have not precluded us from seeking franchisees in any given area and have not had a material adverse effect on our operations. Bills intended to regulate certain aspects...

  • Page 21
    .... Failure to comply with such laws and regulations could result in costs for remedial actions, penalties, or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in our processes could also cause us to incur...

  • Page 22
    ...require us to reduce our prices, which may result in lower margins. Failure to effectively compete could adversely affect our market share, revenues, and growth prospects. Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could cause...

  • Page 23
    ... needs of our customers in a timely manner, some of our products could become obsolete, which could have a material adverse effect on our revenues and operating results. We depend on the services of key executives and changes in our management team could affect our business strategy and adversely...

  • Page 24
    ... the market, any of which could be material. Any product recalls or removals could also lead to liability, substantial costs, and reduced growth prospects. Additional or more stringent regulations of dietary supplements and other products have been considered from time to time. These developments...

  • Page 25
    ...guidance could also raise our costs and negatively impact our business. We may not be able to comply with the new rules without incurring additional expenses, which could be significant. See Item 1, "Business-Government regulation-Product regulation" for additional information. Our failure to comply...

  • Page 26
    ...could disrupt our supply of products, adversely affecting our sales and customer relationships. If we fail to protect our brand name, competitors may adopt trade names that dilute the value of our brand name. We have invested significant resources to promote our GNC brand name in order to obtain the...

  • Page 27
    ... to identify additional markets in the United States and other countries that are not currently saturated with the products we offer. If we are unable to open additional franchised locations, we will have to sustain additional growth internally by attracting new and repeat customers to our existing...

  • Page 28
    ... may have the effect of delaying or preventing changes of control or changes in management. Affiliates of Ares Management LLC and Teachers' Private Capital, a division of Ontario Teachers' Pension Plan Board, and certain of our directors and members of our management will indirectly beneficially...

  • Page 29
    ...from operations to pay principal and interest on our debt, thereby reducing the availability of our cash flow to fund working capital, research and development efforts, capital expenditures, and other business activities; increase our vulnerability to general adverse economic and industry conditions...

  • Page 30
    ... and the indentures governing the New Senior Notes and the New Senior Subordinated Notes may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments, or other events beyond our control. The breach of...

  • Page 31
    ... all of our franchised stores in the United States and Canada are located on premises we lease and then sublease to our respective franchisees. All of our franchised stores in 49 international markets are owned or leased directly by our franchisees. No single store is material to our operations. 27

  • Page 32
    ..., our company-owned and franchised stores in the United States and Canada (excluding store-within-a-store locations) and our other international franchised stores consisted of: United States and Canada CompanyOwned Retail Franchise International Franchise Alabama Alaska Arizona Arkansas California...

  • Page 33
    ... distribution center in Canada. We lease four small regional sales offices in Clearwater, Florida; Fort Lauderdale, Florida; Tustin, California; and Mississauga, Ontario. None of the regional sales offices is larger than 5,000 square feet. Our 253,000 square-foot corporate headquarters in Pittsburgh...

  • Page 34
    ... Actions to the United States District Court for the Southern District of New York based on "related to" bankruptcy jurisdiction, as one of the manufacturers supplying us with Andro Products, and to whom we sought indemnity, MuscleTech Research and Development, Inc. ("MuscleTech"), filed bankruptcy...

  • Page 35
    ... GNC Gold Card members. Each person who purchased the thirdparty product and who is part of the class and who presented a cash register receipt or original product packaging will receive a cash reimbursement equal to the retail price paid, net of sales tax. Class members who purchased the product...

  • Page 36
    ...Contents cash value of $10.00 valid toward any purchase of $25.00 or more at a GNC store. The coupons will not be redeemable by any GNC Gold Card member during Gold Card Week and will not be redeemable for products subject to any other price discount. The coupons are to be redeemed at point of sale...

  • Page 37
    Table of Contents available to us at the present time, we believe that this matter will not have a material adverse effect upon our business or financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None 33

  • Page 38
    ...million to GNC Corporation. At the same time, GNC Parent Corporation, our ultimate parent company at that time, paid a dividend totaling $275.0 million to its common stockholders. Securities Authorized for Issuance under Equity Compensation Plans Upon completion of the Merger, our Parent adopted the...

  • Page 39
    ..., warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) $ $ 6.25 - 6.25 1,704,686 - 1,704,686 - 6,714,4921 Consists of options to purchase shares of our Parent's Class A common stock...

  • Page 40
    ...; and management fees that did not exist prior to the Numico acquisition. Further, as a result of purchase accounting, the fair values of our assets on the date of the Numico acquisition became their new cost basis. On February 8, 2007, our parent corporation entered into an Agreement and Plan of...

  • Page 41
    ... 2003 Statement of Operations Data: Revenue: Retail Franchising Manufacturing/Wholesale Total revenue Cost of sales, including costs of warehousing, distribution and occupancy Gross profit Compensation and related benefits Advertising and promotion Other selling, general and administrative Other...

  • Page 42
    ...-current long-term debt Stockholder's equity (deficit) Other Data: Net cash provided by operating activities Net cash used in investing activities Net cash (used in) provided by financing activities Capital expenditures Number of stores (at end of period): Company-owned stores (4) Franchised stores...

  • Page 43
    ...Predecessor Year Ended December 31, 2006 2005 2004 27 Days Ended December 31, 2003 Numico Predecessor Period ended December 4, 2003 Company-owned stores Beginning of period balance New store openings Franchise conversions (a) Store closings End of period balance Franchised stores Domestic Beginning...

  • Page 44
    ... franchise revenue growth will be generated by royalties on increased franchise retail sales and product sales to our existing franchisees. We expect that the increase in the number of our international franchised stores over the next five years will result in increased initial franchise fees...

  • Page 45
    ...added customer shopping experience; focused our merchandising and marketing initiatives on driving increased traffic to our store locations, particularly with promotional events outside of Gold Card week; improved supply chain and inventory management, resulting in better in-stock levels of products...

  • Page 46
    ... development activities and our exclusive or first-to-market access to new products; realigned our franchise system with our corporate strategies and re-acquired or closed unprofitable or non-compliant franchised stores in order to improve the financial performance of the franchise system; reduced...

  • Page 47
    ... Twelve Months Ended December 31, 2007 2006 2005 Revenues: Retail Franchise Manufacturing / Wholesale Total net revenues Operating expenses: Cost of sales, including warehousing, distribution and occupancy costs Compensation and related benefits Advertising and promotion Other selling, general and...

  • Page 48
    ... is due to increases in our international franchise revenue of $11.3 million as a result of higher product sales and royalties, offset by a $2.4 million decrease in domestic franchise revenue, the result of operating 68 fewer domestic franchise stores in the year ended December 31, 2007 compared to...

  • Page 49
    ... to support the higher sales and the 44 new locations added since December 31, 2006; (2) $3.6 million in increased health care costs; (3) $2.2 million in workers compensation expense; and (4) other compensation and related benefits accounts of $0.4 million. Advertising and promotion. Advertising and...

  • Page 50
    ... for the year ended December 31, 2006. Included in the 2007 operating income was (1) $15.4 million of amortization as a result of purchase accounting from the Merger; and (2) $34.6 million of fees and expenses associated with the Merger and $15.3 million of compensation related costs associated with...

  • Page 51
    ...our domestic revenue was $17.2 million from our gnc.com website that began e-commerce in late December 2005. These same store increases came from growth in all of our major product categories including vitamins, minerals, herbs and supplements, sports nutrition and diet. Our company-owned store base...

  • Page 52
    ... costs, as a percentage of net revenue, were 13.3% for the year ended December 31, 2006 compared to 14.5% for the year ended December 31, 2005. Selling, General and Administrative ("SG&A") Expenses Our consolidated SG&A expenses, including compensation and related benefits, advertising and promotion...

  • Page 53
    ... for the same period in 2005. The primary reason for the increase was increased sales and margin in all major product categories. Franchise. Operating income increased $12.1 million, or 23.3%, to $64.1 million for the year ended December 31, 2006 compared to $52.0 million for the same period in 2005...

  • Page 54
    ... a result of increased fuel costs, as well as the cost of common carriers, offset by reduced wages and other operating expenses in our distribution centers. Corporate Costs. Corporate overhead cost increased $36.3 million, or 65.9%, to $91.4 million for the year ended December 31, 2006 compared...

  • Page 55
    ... company-financed franchise store openings than in prior years and the closing of 115 domestic franchises in 2006. Accrued liabilities increased by $12.3 million, primarily the result of increases in deferred revenue from our Gold Card program and increases in incentive accruals for our corporate...

  • Page 56
    ... a specified percentage of excess cash flow for each fiscal year must be used to pay down outstanding borrowings. GNC Corporation, our direct parent company, and our existing and future direct and indirect domestic subsidiaries have guaranteed our obligations under the New Senior Credit Facility. In...

  • Page 57
    ... to 50% of the aggregate principal amount of the New Senior Subordinated Notes at a redemption price of 105% of the principal amount, plus accrued and unpaid interest (including special interest, if any) to the redemption date with net cash proceeds of certain equity offerings if at least 50% of 53

  • Page 58
    ... operations through internally generated cash and, if necessary, from borrowings under the amount remaining available under our $60.0 million revolving credit facility. We expect our primary uses of cash in the near future will be debt service requirements, capital expenditures and working capital...

  • Page 59
    ... in anticipated legal settlement costs, and $13.8 million related to a management services agreement. In connection with the Merger, we entered into a new management services agreement with our parent, GNC Acquisition Holdings Inc., pursuant to which we agreed to pay an annual fee of $1.5 million...

  • Page 60
    ... the bartering company. The credits can be used to offset the cost of purchasing services or products. As of December 31, 2007 and 2006, the available credit balance was $8.5 million. The barter credits are available for use through March 31, 2009. Effect of Inflation Inflation generally affects us...

  • Page 61
    ...a review of historical customer returns. We recognize revenues on product sales to franchisees and other third parties when the risk of loss, title and insurable risks have transferred to the franchisee or third-party. We recognize revenues from franchise fees at the time a franchised store opens or...

  • Page 62
    ... areas as: (1) medical benefits; (2) workers' compensation coverage in the State of New York with a stop loss of $250,000; (3) physical damage to our tractors, trailers and fleet vehicles for field personnel use; and (4) physical damages that may occur at the corporate store locations. We are not...

  • Page 63
    ... Leases We have various operating leases for company-owned and franchised store locations and equipment. Store leases generally include amounts relating to base rental, percent rent and other charges such as common area maintenance fees and real estate taxes. Periodically, we receive varying...

  • Page 64
    .... SFAS 141R also amends SFAS 109, Accounting for Income Taxes and acquired tax contingencies after January 1, 2009, even for business combinations completed before this date. SFAS 141R is effective for fiscal years beginning after December 15, 2008 with early application prohibited. We will adopt...

  • Page 65
    ... significantly changes the accounting for transactions with minority interest holders. SFAS 160 is effective for fiscal years beginning after December 15, 2008 with early application prohibited. We will adopt SFAS 160 beginning in the first quarter of fiscal 2009 and is currently evaluating the...

  • Page 66
    ... 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. TABLE OF CONTENTS Page Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets As of December 31, 2007 and December 31, 2006 Consolidated Statements of Operations and Comprehensive Income For the period from March 16 to...

  • Page 67
    Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholder and Board of Directors of General Nutrition Centers, Inc.: In our opinion, the accompanying consolidated balance sheet and the related consolidated statement of operations and comprehensive income (loss), ...

  • Page 68
    Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholder and Board of Directors of General Nutrition Centers, Inc.: In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations and comprehensive income (loss), ...

  • Page 69
    ... (Note 7) Brands (Note 7) Other intangible assets, net (Note 7) Property, plant and equipment, net (Note 8) Deferred financing fees, net (Note 5) Deferred tax assets, net (Note 5) Other long-term assets (Note 9) Total long-term assets Total assets Current liabilities: Accounts payable, includes cash...

  • Page 70
    ... 2006 Year ended December 31, 2005 Revenue Cost of sales, including costs of warehousing, distribution and occupancy Gross profit Compensation and related benefits Advertising and promotion Other selling, general and administrative Foreign currency gain Merger- related costs Other expense Operating...

  • Page 71
    ... from selling shareholder Balance at March 15, 2007 Successor GNC Corporation investment in General Nutrition Centers, Inc Return of capital to GNC Corporation Non-cash stock-based compensation Net income Unrealized loss on derivatives designated and qualified as cash flow hedges, net of tax of...

  • Page 72
    ... of the Company Sales of corporate stores to franchisees Store acquisition costs Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of new equity Return of capital to Parent Restricted payment made by General Nutrition Centers, Inc. to GNC Corporation Common...

  • Page 73
    ... and in addition the Company offers products domestically through gnc.com and drugstore.com. Franchise stores are located in the United States and 49 international markets. The Company operates its primary manufacturing facilities in South Carolina and distribution centers in Arizona, Pennsylvania...

  • Page 74
    ... 2003. The Company contributed the remainder of the debt proceeds, after payment of fees and expenses, to a newly formed, wholly owned subsidiary, which then loaned such net proceeds to GNC Parent Corporation. GNC Parent Corporation used those proceeds, together with the equity contributions, to...

  • Page 75
    ...Company's assets and liabilities in connection with the Merger. Original March 16, 2007 (in thousands) Adjusted March 16, 2007 Assets: Current assets Goodwill Other intangible assets Property, plant and equipment Other assets Total assets Liabilities: Current liabilities Long-term debt Deferred tax...

  • Page 76
    ... and footnotes have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-K and Regulation S-X. The Company's normal reporting period is based on a calendar year. The financial statements as of...

  • Page 77
    ... to qualified franchisees in connection with the initial purchase of a franchise store. The notes offered by the Company to its franchisees are demand notes, payable monthly over a period ranging from five to seven years. Interest accrues principally at an annual rate that ranges from 10.0% to 13...

  • Page 78
    ... an annual fee, the card provides customers with a 20% discount on all products purchased, both on the date the card is purchased and certain specified days of every month. The Company also defers revenue for sales of gift cards until such time the gift cards are redeemed for products. The Franchise...

  • Page 79
    ... of selling-related expenses of $26.4 million, a contract termination fee paid to our previous owner of $7.5 million and other costs of $0.7 million. Leases. The Company has various operating leases for company-owned and franchised store locations and equipment. Store leases generally include...

  • Page 80
    ...at leased facilities located in New South Wales, Australia. The Company also has operating leases for its fleet of distribution tractors and trailers and fleet of field management vehicles. In addition, the Company also has a minimal amount of leased office space in California, Florida, Delaware and...

  • Page 81
    ..., dental, vision and prescription drug services. The Company then reimburses these service providers as claims are processed from Company employees. The Company maintains a specific stop loss provision of $250,000 per individual per plan year with a maximum lifetime benefit limit of $2.0 million per...

  • Page 82
    ... subsequent reporting date. Eligible items include, but are not limited to, accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees, issued debt and firm commitments. SFAS 159 is effective for fiscal years beginning...

  • Page 83
    ... the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development and restructuring costs. In addition, under SFAS 141R, changes in an acquired entity's deferred tax...

  • Page 84
    ... - (9,859) $ Predecessor December 31, 2006 278,852 50,474 4,823 334,149 Gross cost Reserves (in thousands) Net Carrying Value Finished product ready for sale Work-in-process, bulk product and raw materials Packaging supplies 80 $ $ 280,722 $ 44,630 4,826 330,178 $ (8,677) $ (2,119) - (10,796...

  • Page 85
    Table of Contents GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and ...

  • Page 86
    ... 10,881 The following table summarizes the differences between the Company's effective tax rate for financial reporting purposes and the federal statutory tax rate. Successor March 16December 31, 2007 Predecessor January 1March 15, 2007 Year ended December 31, 2006 2005 Percent of pretax earnings...

  • Page 87
    ... the period of resolution. The Company files a consolidated federal tax return and various consolidated and separate tax returns as prescribed by the tax laws of the state and local jurisdictions in which it operates. The Company has been audited by the Internal Revenue Service, ("IRS"), through its...

  • Page 88
    ... the product lines. The Gold Card program was assigned a final fair value representing the underlying customer listing, for both the Retail and Franchise segments. The retail agreements were assigned a final fair value reflecting the opportunity to expand the Company stores within a major drug store...

  • Page 89
    ...GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company's goodwill activity. Retail Manufacturing/ Franchising Wholesale (in thousands) Total Predecessor Balance at December 31, 2005 Additions: Acquired franchise stores...

  • Page 90
    Table of Contents GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible assets other than goodwill consisted of the following at each respective period. Gold Card Retail Brand Franchise Operating Brand Agreements (in thousands) Franchise Rights Total...

  • Page 91
    ...3,912 (893) 3,047 58 6,124 Annual maturities of the Company's long term and current (see current portion in Note 6, "Other Current Assets") franchise notes receivable at December 31, 2007 are as follows: Years ending December 31, Receivables (in thousands) 2008 2009 2010 2011 2012 Thereafter Total...

  • Page 92
    ...2007 (in thousands) Predecessor December 31, 2006 Deferred revenue Payable to former shareholders Accrued occupancy Accrued worker compensation Accrued taxes Other current liabilities Total Deferred revenue consists primarily of Gold Card and gift card deferrals. 88 $ $ 32,558 13,663 4,829 4,634...

  • Page 93
    ...Contents GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13. LONG-TERM DEBT / INTEREST In conjunction with the Merger, the Company repaid certain of its existing debt, and issued new debt. The new debt, which was entered into or issued on the closing...

  • Page 94
    ... Contents GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company's net interest expense for each respective period is as follows: Successor March 16December 31, 2007 Predecessor January 1Year ended March 15, December 31, 2007 2006 (in thousands) Year...

  • Page 95
    ... a specified percentage of excess cash flow for each fiscal year must be used to pay down outstanding borrowings. GNC Corporation, the Company's direct parent company, and the Company's existing and future direct and indirect domestic subsidiaries have guaranteed the Company's obligations under the...

  • Page 96
    ... of the Company's subsidiaries' ability to declare or pay dividends to its stockholders. In accordance with the terms of the Senior Toggle Notes agreement and the offering memorandum, these notes were required to be exchanged for publicly registered exchange notes within 210 days after the sale of...

  • Page 97
    ... of the 10.75% Senior Subordinated Notes at a redemption price of 105% of the principal amount, plus accrued and unpaid interest (including special interest, if any) to the redemption date with net cash proceeds of certain equity offerings if at least 50% of the original aggregate principal amount...

  • Page 98
    ... at the rate of 8 1/2% per annum, which is payable semi-annually in arrears on June 1 and December 1 of each year, beginning with the first payment due on June 1, 2004. NOTE 14. OTHER LONG TERM LIABILITIES Other Long Term Liabilities at each respective period consisted of the following: Successor...

  • Page 99
    ... enters into operating leases covering its retail store locations. The Company is the primary lessor of the majority of all leased retail store locations and sublets the locations to individual franchisees. The leases generally provide for an initial term of between five and ten years, and may...

  • Page 100
    ... Minimum future obligations for non-cancelable operating leases with initial or remaining terms of at least one year in effect at December 31, 2007 are as follows: Company Retail Stores Franchise Retail Stores Sublease Income Other (in thousands) Total 2008 2009 2010 2011 2012 Thereafter $ 94...

  • Page 101
    ...United States District Court for the Southern District of New York based on "related to" bankruptcy jurisdiction, as one of the manufacturers supplying them with Andro Products, and to whom they sought indemnity, MuscleTech Research and Development, Inc. ("MuscleTech"), filed bankruptcy. The Company...

  • Page 102
    ...Abrams, individually and on behalf of all others similarly situated, v. General Nutrition Companies, Inc., Case No. 1:06-cv-07881-JSR, In the United States District Court for the Southern District of New York). Plaintiffs filed this putative class action on or about July 25, 2002. The Second Amended...

  • Page 103
    ... a cash value of $10.00 valid toward any purchase of $25.00 or more at a GNC store. The coupons will not be redeemable by any GNC Gold Card member during Gold Card Week and will not be redeemable for products subject to any other price discount. The coupons are to be redeemed at point of sale and...

  • Page 104
    ... purchase commitments consisted of $10.0 million of advertising and inventory commitments, $13.8 million management services agreement and bank fees and $12.0 million related to future litigation costs. Other commitments related to the Company's business operations cover varying periods of time...

  • Page 105
    ...2006, the Board of Directors of the Company and our Parent approved and adopted the GNC Corporation 2006 Omnibus Stock Incentive Plan (the "2006 Plan"). In 2003 the Board approved and adopted the GNC Corporation (f/k/a General Nutrition Centers Holding Company) 2003 Omnibus Stock Incentive Plan (the...

  • Page 106
    Table of Contents GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table outlines our Parent's total stock options activity: Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Total Options Predecessor Outstanding at ...

  • Page 107
    ... from the exercise of stock options for the year ended December 31, 2006 was $0.6 million and the related tax benefit was $0.2 million. As stated above, SFAS 123(R) established a fair-value-based method of accounting for generally all share-based payment transactions. The Company utilizes the...

  • Page 108
    ... information for each of the Company's business segments, identifiable by the distinct operations and management of each: Retail, Franchising, and Manufacturing/Wholesale. The Retail segment includes the Company's corporate store operations in the United States and Canada. The Franchise segment...

  • Page 109
    ...,116 $ 1,317,708 (1) Intersegment revenues are eliminated from consolidated revenue. Operating income (loss): Retail Franchise Manufacturing/Wholesale Unallocated corporate and other (costs) income: Warehousing and distribution costs Corporate costs Merger-related costs Other (expense) income Sub...

  • Page 110
    ... December 31, March 15, 2007 2006 2005 (in thousands) U.S Retail Product Categories: VMHS Sports Nutrition Products Diet and Weight Management Products Other Wellness Products Total U.S. Retail revenues Canada retail revenues (1) Total Retail Revenue $ $ 335,521 291,069 116,772 99,721 843,083 66...

  • Page 111
    ... Company's Franchise segment generates revenues through product sales to franchisees, royalties, franchise fees and interest income on the financing of the franchise locations. The Company enters into franchise agreements with initial terms of ten years. The Company charges franchisees three types...

  • Page 112
    ... a discretionary match for the 2007 plan year of $0.6 million in March 2008. The Company has a Non-qualified Executive Retirement Arrangement Plan that covers key employees. Under the provisions of this plan, certain eligible key employees are granted cash compensation, which in the aggregate was...

  • Page 113
    ...million was paid to Apollo Management V as a one-time payment for the termination of the management services agreement. Management Service Fees. As of December 5, 2003 the Company and our Parent entered into a management services agreement with Apollo Management V. The agreement provides that Apollo...

  • Page 114
    ... NOTE 25. SUPPLEMENTAL GUARANTOR INFORMATION As of December 31, 2007 the Company's debt included its 2007 Senior Credit Facility, Senior Toggle Notes and 10.75% Senior Subordinated Notes. The 2007 Senior Credit Facility has been guaranteed by GNC Corporation and the Company's direct and indirect...

  • Page 115
    ... Brands Property, plant and equipment, net Investment in subsidiaries Other assets Total assets Current liabilities Current liabilities Intercompany payables Total current liabilities Long-term debt Deferred tax liabilities Other long-term liabilities Total liabilities Total stockholder's equity...

  • Page 116
    ...(in thousands) Consolidated Revenue Cost of sales, including costs of warehousing, distribution and occupancy Gross profit Compensation and related benefits Advertising and promotion Other selling, general and administrative Subsidiary (income) expense Other (income) expense Operating income (loss...

  • Page 117
    ...) Issuer Consolidated Revenue Cost of sales, including costs of warehousing, distribution and occupancy Gross profit Compensation and related benefits Advertising and promotion Other selling, general and administrative Subsidiary (income) expense Other (income) expense Operating income (loss...

  • Page 118
    ...(in thousands) Consolidated Revenue Cost of sales, including costs of warehousing, distribution and occupancy Gross profit Compensation and related benefits Advertising and promotion Other selling, general and administrative Subsidiary (income) expense Other income Operating income (loss) Interest...

  • Page 119
    ...: Capital expenditures Investment/distribution Acquisition of the Company Other investing Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: GNC Corporation investment in General Nutrition Centers, Inc Issuance of new equity Borrowings from new senior credit facility...

  • Page 120
    Table of Contents GENERAL NUTRITION CENTERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Supplemental Condensed Consolidating Statements of Cash Flows Predecessor Period ended March 15, 2007 Parent/ Issuer Combined Combined Guarantor Non-Guarantor Subsidiaries Subsidiaries (in ...

  • Page 121
    ... in GNC Corporation investment in General Nutrition Centers, Inc Restricted payment made to GNC Corporation shareholders Payments on long-term debt Other financing Net cash used in financing activities Effect of exchange rate on cash Net (decrease) increase in cash Beginning balance, cash Ending...

  • Page 122
    ...: GNC Corporation return of capital from General Nutrition Centers, Inc Payments on long-term debt - third parties Proceeds from senior notes issuance Other financing Net cash (used in) provided by financing activities Effect of exchange rate on cash Net increase in cash Beginning balance, cash...

  • Page 123
    ... has been appropriately recorded, processed, summarized and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow...

  • Page 124
    ...42 40 55 40 33 56 38 44 68 49 Director and Chief Executive Officer Director, President and Chief Merchandising and Marketing Officer Senior Vice President, Chief Legal Officer, and Secretary Executive Vice President of Store Operations and Development Senior Vice President and Treasurer Senior Vice...

  • Page 125
    ... of International Franchising of General Nutrition International, Inc. in April 2001, having started as a Vice President in March 1994. From 1992 through March 1994, Mr. Steele was Executive Vice President and Chief Operating Officer of the Coffee Beanery, Ltd., a 300-unit gourmet coffee store...

  • Page 126
    ... Corporation, currently known as Cognis Corporation, where he managed branded raw ingredients and developed sales and marketing programs for leading supplement manufacturers. From 1992 to 1997, Mr. Weiss was employed by General Nutrition Companies, Inc. where he managed several product categories...

  • Page 127
    ... senior management positions with Catelli Foods Ltd., Nabisco Brands, Inc., International Playtex, Inc., and Procter & Gamble Co. Carmen Fortino became one of our directors in July 2007. Mr. Fortino is Chief Executive Officer of Seroyal International Inc., a natural pharmaceutical company based...

  • Page 128
    ... our Parent's then-current chief executive officer to our Parent's board of directors. Our Parent's board of directors intends for our board of directors and the board of directors of GNC Corporation to have the same composition. Effective February 12, 2008, our Parent's board of directors approved...

  • Page 129
    ...the corporate goals and objectives with respect to compensation for our Chief Executive Officer; the evaluation process and compensation structure for our other executive officers; and the compensation structure and annual compensation for the directors on the Company Board and committee service by...

  • Page 130
    ... or benefits. In 2008 we intend to enter into new employment agreements with most, if not all, of our executive officers who do not currently have a written employment agreement. Generally, annual compensation for our Named Executive Officers consists of the following components: • • Base salary...

  • Page 131
    ...incentivize performance. The 2007 Stock Plan was established in 2007 in connection with the Merger and grants were made to certain employees, including all of the current Named Executive Officers, on the closing date of the Merger to purchase shares of our Parent's Class A common stock. No awards of...

  • Page 132
    ...(ii) the date our Form 10-K is required to be filed or otherwise provided to noteholders awards may be granted to new employees on the last day of the first month of employment; awards may be granted to new members of the Company Board or the board of directors of our Parent (the "Parent Board") on...

  • Page 133
    ... bonus amounts expressed as a percentage of his or her annual base salary. The respective percentages are determined by position and level of responsibility and are stated in the annual incentive plan adopted by the Compensation Committee. Our Chief Executive Officer's employment agreement provides...

  • Page 134
    ... in annual installments on the first four anniversaries of the date of grant and had a term of seven years. The stock options granted in connection with the closing date of the Merger under the 2007 Stock Plan to our Named Executive Officers and non-employee directors, other than our Chief Executive...

  • Page 135
    ... program in effect from time to time, which for our Chief Executive Officer will be an amount equal to 2 times his base salary, not to exceed the maximum coverage limit provided from time to time in accordance with our employee benefits plan; an automobile allowance in an annual amount equal...

  • Page 136
    ... 1, 2008. Effective as of the Merger, we entered into a new employment agreement with our Chief Executive Officer that, among other things, provides for him a base salary, bonus and fringe benefits. The employment agreement also provides that if his employment is terminated without cause or for good...

  • Page 137
    ... termination occurs in anticipation of or during the two-year period following a change in control, or within six months prior to or at any time following the completion of an initial public offering of our Parent's common stock, the multiple of base salary and annualized perquisites and of average...

  • Page 138
    ... nor the equity securities of our direct or indirect parent companies are publicly traded, we are not currently subject to any limitations under Internal Revenue Code Section 162(m). While we are not required to do so, we have structured our compensation programs in a manner to generally comply with...

  • Page 139
    ... Weintrub Senior Vice President, Chief Legal Officer and Secretary 10, 12 Change in Pension Value and NonNon-Equity qualified Stock Option Incentive Plan Deferred All Other Salary Bonus Awards Awards Compensation Compensation Compensation Total 1 2 3 4 Earnings ($) ($)5,6 Year 2007 787,500 1,909...

  • Page 140
    ... goal thresholds for the maximum bonus payable, to each 2007 Named Executive Officer under the 2007 Incentive Plan. See "Management - Compensation Discussion and Analysis." Represents the above-market or preferential portion of the change in value of the executive officer's account under our GNC...

  • Page 141
    ... by the number of shares of GNC Parent Corporation common stock subject to the option and subject to reduction for required withholding tax. Reflects severance payments Mr. Larrimer is entitled to receive in connection with the termination of his employment with the Company effective December 31...

  • Page 142
    ... of the Company Board on March 16, 2007, the closing date of the Merger. Mr. Weintrub ceased serving as our Senior Vice President, Chief Legal Officer and Secretary effective September 30, 2007. Mr. Larrimer's unvested stock options were forfeited in connection with the termination of his employment...

  • Page 143
    ... Estimated Future Payouts under Equity Incentive Plan Awards All Other Stock Awards: All Other Option Awards: Name Grant Date Threshold ($) Target ($) Maximum Threshold ($) ($) Target ($) Grant Date Number Number of Exercise or Fair Value of of Shares Securities Base Price of Stock and of...

  • Page 144
    ... 123R. For additional information, see Note 19 under the heading "Stock-Based Compensation Plans" of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The amounts reflect the accounting expense for these...

  • Page 145
    ... Unexercised Options (#)(1) Unexercisable Equity Incentive Plan Awards: Number of Securities of Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That...

  • Page 146
    ... to rules issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code) on a future date selected by the employee at the time the employee first elects to defer compensation under the plan, or to a retirement account, which is payable (subject to the special elections...

  • Page 147
    ... of annual goals established by the Company Board or the Compensation Committee. Mr. Fortunato was also entitled to a one-time cash success bonus of $500,000 upon our change in control, as defined in the amended and restated employment agreement, or the completion of an initial public offering of...

  • Page 148
    ... termination occurs in anticipation of or during the two-year period following a change in control, or within six months prior to or at any time following the completion of an initial public offering of our Parent's common stock, the multiple of base salary and annualized perquisites and of average...

  • Page 149
    ... approved by 2/3 of the members of the Parent Board on the effective date of his employment agreement or members nominated by such members; the approval by Parent stockholders of (i) a complete liquidation or dissolution of our Parent or the Company or (ii) the sale or other disposition (other than...

  • Page 150
    ... to annual review by the Company Board or the Compensation Committee. Mr. Dowd was promoted to the position of Executive Vice President of Store Operations and Development in May 2007 (retroactive to April 2007) and his annual base salary was increased to $310,000. Effective January 1, 2008, Messrs...

  • Page 151
    ...an initial public offering of capital stock of the Company, during any period of two consecutive years, a change in the majority of the directors of the Company Board; the adoption of a plan of complete liquidation of the Company. For purposes of Mr. Messrs. Dowd's and Locke's employment agreements...

  • Page 152
    ... salary continuation for the remainder of his agreement term, or two years if the termination occurs upon or within six months following a change in control; subject to the discretion of the Company Board or the Compensation Committee, a pro rata share of the annual bonus based on actual employment...

  • Page 153
    ... 2007 Named Executive Officer is terminated for cause or the 2007 Named Executive Officer terminates employment without good reason, the purchase price will be the lesser of the 2007 Named Executive Officer's cost and the fair market value on the date of termination. Our Parent exercised its option...

  • Page 154
    ... of his employment the Company exercised its option to purchase at the fair market value on the date of termination shares of the Company stock purchased by Mr. Weintrub in connection with the Merger pursuant the terms of a call agreement entered into between the Company and Mr. Weintrub. General Mr...

  • Page 155
    ... terminated employment effective on or prior to December 31, 2007. Accordingly, we have not included summary tables for such 2007 Named Executive Officers. Where applicable, the information in the tables uses a fair market value per share of $6.93 as of December 31, 2007 for GNC Parent Corporation...

  • Page 156
    ... (270 days upon termination because of death or disability) following the termination based on fair value as determined by the Company Board. Other 2007 Named Executive Officers Thomas Dowd Termination w/o Cause or for Good Reason within 6 Months after a Change in Control ($) Benefit Termination...

  • Page 157
    ... or for Good Reason within 6 Months after a Change in Control ($) Benefit Termination w/o Cause or for Good Reason ($) Voluntary Termination ($) Death or Disability ($) Change in Control ($) Base Salary Continuation Prorated Annual Incentive Compensation Health & Welfare Benefits Accelerated...

  • Page 158
    ... Named Executive Officers" for a description of the severance benefits they would have been entitled to under their employment agreements as in effect prior to January 1, 2008. In the event of a change in control of the Company, the 2007 Stock Plan provides that unvested stock options generally may...

  • Page 159
    ...an exercise price equal to the fair market value per share of the GNC Parent Corporation common stock on the date of grant, and expired in ten years, even upon the director's termination of service with GNC Parent Corporation or us. The table below sets forth information with respect to compensation...

  • Page 160
    ... Chief Merchandising and Marketing Officer. Ms. Kaplan was appointed as a member of the Company Board effective February 12, 2008, and, therefore, received no director compensation in 2007. Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) Name Fees Earned or Paid in Cash...

  • Page 161
    ... to the excess, if any, of the per share merger consideration paid in the Merger over the exercise price per share of the option, multiplied by the number of shares of GNC Parent Corporation common stock subject to the option. (4) Messrs. Innes and Fortino received payment in Canadian Dollars in the...

  • Page 162
    ...sole voting and investment control with respect to the shares beneficially owned by them. In accordance with SEC rules, if a person has a right to acquire beneficial ownership of any shares of our Parent's common stock, on or within 60 days of the Ownership Date, upon exercise of outstanding options...

  • Page 163
    ..., Los Angeles, California 90067 and the address of each current executive officer is c/o General Nutrition Centers, Inc., 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222. (2) On March 16, 2007, in connection with the March 2007 Merger, our Parent entered into a stockholders agreement with each of...

  • Page 164
    ... election of our Parent's then-current chief executive officer to our Parent's board of directors. Under the terms of the amended and restated stockholders agreement, certain significant corporate actions require the approval of a majority of directors on the board of directors, including a majority...

  • Page 165
    ...our Parent's then-current chief executive officer to our Parent's board of directors. Our Parent's board of directors intends for our board of directors and the board of directors of GNC Corporation to have the same composition, which was put into place effective March 16, 2007 following the closing...

  • Page 166
    ...tax compliance. All Other Fees All other fees for the year ended December 31, 2006 include initial license fees related to benchmarking software. In accordance with policies adopted by our audit committee, all audit and non-audit related services to be performed by our independent public accountants...

  • Page 167
    ... as part of this report: (1) Financial statements filed in Part II, Item 8 of this report: • • Report of Independent Registered Public Accounting Firm. Consolidated Balance Sheets As of December 31, 2007 and December 31, 2006 • Consolidated Statements of Operations and Comprehensive Income For...

  • Page 168
    ...ACCOUNTS General Nutrition Centers, Inc. and Subsidiaries Valuation and Qualifying Accounts Additions charged to costs and expense Deductions (in thousands) Balance at beginning...allowance for doubtful accounts for trade accounts receivable and the current and long-term franchise note receivable. 164

  • Page 169
    ... Agreement, dated February 12, 2008, by and among GNC Acquisition Holdings Inc. ("Holdings"), Ares Corporate Opportunities Fund II, L.P., Ontario Teachers' Pension Plan Board and the others stockholders party thereto.* 4.2 Indenture, dated as of March 16, 2007, among General Nutrition Centers...

  • Page 170
    ... and between General Nutrition Sales Corporation and Rite Aid Corporation.†(Incorporated by reference to Exhibit 10.24 to the Company's Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4, filed August 9, 2004.) 10.18 Amendment to the GNC/Rite Aid Retail Agreement, dated as of...

  • Page 171
    ...GNC/Rite Aid Agreement, dated as of July 31, 2007, by and between Nutra Sales Corporation (f/k/a General Nutrition Sales Corporation) and Rite Aid Hdqtrs. Corp. (Incorporated by reference to Exhibit 10.34 to the Company's Pre-Effective Amendment No. 1 to its Registration Statement on Form S-4, filed...

  • Page 172
    ... 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL NUTRITION CENTERS, INC. By: /s/ Joseph Fortunato Joseph Fortunato Chief Executive Officer Dated: March 14, 2008 Pursuant to the requirements of the Securities Exchange...

  • Page 173
    Table of Contents By: /s/ Richard D. Innes Richard D. Innes Director Dated: March 14, 2008 /s/ Carmen Fortino Carmen Fortino Director Dated: March 14, 2008 /s/ Beth J. Kaplan Beth J. Kaplan Director Dated: March 14, 2008 By: By:

  • Page 174
    Exhibit 4.1 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among GNC ACQUISITION HOLDINGS INC. ARES CORPORATE OPPORTUNITIES FUND II, L.P., ONTARIO TEACHERS' PENSION PLAN BOARD AND THE OTHER STOCKHOLDERS PARTY THERETO Dated as of February 12, 2008

  • Page 175
    ... of First Offer SECTION 4.02. Tag-Along Rights SECTION 4.03. Drag-Along Rights SECTION 4.04. Information; Confidentiality SECTION 4.05. Preemptive Notice SECTION 4.06. Board of Directors and Board Veto Rights SECTION 4.07. Stockholder Veto Rights ARTICLE V. REGISTRATION RIGHTS SECTION 5.01. Company...

  • Page 176
    Page SECTION 6.14. Capitalization SECTION 6.15. Entire Agreement EXHIBIT INDEX Exhibit A Exhibit B Exhibit C Form of Joinder Agreement Form of Consent of Spouse Form of Co-Investor Joinder Agreement ii - 33 - 33 -

  • Page 177
    ... AND RESTATED STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of February 12, 2008, by and among GNC Acquisition Holdings Inc., a Delaware corporation (the "Company"), Ares Corporate Opportunities Fund II, L.P., Ontario Teachers' Pension Plan Board and the stockholders listed on Schedule A hereto...

  • Page 178
    "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close. "Bylaws" means the Bylaws of the Company, as amended or amended and restated from time to ...

  • Page 179
    (ii) any offer subsequent to an Initial Public Offering; (iii) pursuant to any stock option, warrant, stock purchase plan or agreement or other benefit plans approved by the Board to employees, officers, independent directors, consultants or advisors to the Company or its subsidiaries; (iv) as ...

  • Page 180
    ...an accredited investor within the meaning of Regulation D under the 1933 Act and (ii) prior to the transfer, executes a Joinder Agreement. "Person" means an individual, a corporation, a general or limited partnership, a limited liability company, a joint stock company, an association, a trust or any...

  • Page 181
    ... any equity investor, partner, member or manager of such Person; provided, however, that no Person shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Capital Stock of the Company. "Representatives" means the officers, employees, directors...

  • Page 182
    ... in Section 4.01(a). "Second Offer Notice" has the meaning set forth in Section 4.01(d). "Selling Stockholder(s)" has the meaning set forth in Section 4.03. "Senior Credit Facility" means the Credit Agreement, dated as of March 16, 2007, among GNC Corporation, Centers, the several banks and other...

  • Page 183
    "Teachers" means Ontario Teachers' Pension Plan Board, a corporation without share capital organized under the laws of the Province of Ontario (Canada). "Teachers Directors" has the meaning set forth in Section 4.06(a)(ii)(B). "Teachers Investors" means Teachers and its Related Persons and their ...

  • Page 184
    ... of a state governed by community property laws or similar laws relating to marital property, such Stockholder has delivered a Spousal Consent executed by his or her spouse. ARTICLE III. SHARE TRANSFERS SECTION 3.01. Restrictions on Transfer. Prior to the earlier of (i) an Initial Public Offering or...

  • Page 185
    ... state securities laws or (ii) an applicable exemption from registration thereunder. The securities represented by this certificate are also subject to the terms and conditions of an Amended and Restated Stockholders Agreement, dated as of February 12, 2008, as it may be amended from time to time...

  • Page 186
    ...Securities, the closing of the purchase of such Subject Securities shall take place at the principal office of the Company at 10:00 a.m. on the 30th calendar day (unless such day is not a Business Day, in which case it will occur on the next Business Day) after the date on which the Offer Notice was...

  • Page 187
    ...the total number and class of shares of Stock proposed to be Transferred to the Purchaser (the "Tag- Along Offered Shares") and the purchase price per share of Stock, (ii) the identity of the Purchaser; (iii) any other material terms and conditions of the proposed Transfer; (iv) the expected date of...

  • Page 188
    ... shall pay its pro rata share of the reasonable costs incurred by the Stockholder Transferor relating to the Tag-Along Sale (including reasonable legal fees and expenses) to the extent not paid or reimbursed by the Company. (d) The Stockholder Transferor shall have the right for a period of 120 days...

  • Page 189
    ... the Drag-Along Sale is consummated, pay their pro rata share (based on proceeds to be received) of the reasonable costs incurred by the Selling Stockholder relating to the Drag-Along Sale (including reasonable legal fees and expenses) to the extent not paid or reimbursed by the Company or the Third...

  • Page 190
    ... position of the Persons being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments; and (ii) as soon as available after the end of each fiscal year of the Company (but in no event later than the earlier of the date delivered...

  • Page 191
    ... at least 20 days prior to the consummation of such Eligible Offering. The Preemptive Notice shall: (i) state the Company's bona fide intention to offer such Additional Stock; (ii) state the number and class of shares of such Additional Stock to be offered; (iii) state the price and terms upon which...

  • Page 192
    ...take all necessary and desirable actions (and, following an Initial Public Offering, as permitted by any applicable securities exchange or equivalent listing requirements), to cause: (i) the Bylaws of the Company to provide that the authorized number of directors on the Board shall be nine (provided...

  • Page 193
    ...the case of a vacancy by the CEO director, the then-current chief executive officer of the Company. (b) Board Veto Rights. Each of the following actions (each, a "Significant Action") will require the Required Approval: (i) the merger or consolidation of the Company or any of its subsidiaries (other...

  • Page 194
    ... to its stated maturity, any indebtedness for borrowed money, of the Company or its subsidiaries, other than repurchases of securities held by officers, directors or employees of the Company or its subsidiaries upon termination of employment pursuant to the terms of a management incentive plan or...

  • Page 195
    ...any officer, director or employee of the Company or any subsidiary of the Company (other than in the ordinary course of business as part of travel advances, relocation advances or salary), on the other hand (including the purchase, sale, lease or exchange of any property, or rendering of any service...

  • Page 196
    ...time to time following an Initial Public Offering (or, if any Stockholder is selling Common Stock in an Initial Public Offering, in such Initial Public Offering) the Company proposes to register the Common Stock under the 1933 Act in connection with a public offering of such Common Stock on any form...

  • Page 197
    ...if the Board so determines that due to a pending or contemplated material acquisition or disposition or public offering or other material event involving the Company or any of its subsidiaries (a "Valid Business Reason") it would be inadvisable to effect such Demand Registration at such time (but in...

  • Page 198
    ... of Registrable Securities proposed to be sold in such Demand Registration exceeds the number which can be sold without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of the offering, the Company will include in such registration...

  • Page 199
    ... is for a registration in connection with an Initial Public Offering and no more than 30 days after the Company's receipt of a Request Notice that is for a registration on Form S-3 or any successor or comparable form) prepare and file with the Commission a registration statement on the appropriate...

  • Page 200
    ... financial and other records, pertinent corporate and business documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, agents, representatives, and independent accountants to

  • Page 201
    ... to discuss the business and affairs of the Company and its subsidiaries with the respective directors, officers, employees, agents, representatives and the independent public accountants who have certified the Company's consolidated financial statements, and supply all other information and respond...

  • Page 202
    ... disbursements of counsel for the Company and all independent certified public accountants and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions, or transfer taxes, if any, attributable to the...

  • Page 203
    ... the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state...

  • Page 204
    ... managing underwriter for the underwritten offering; provided, that in no event shall such period exceed 180 days (the "Lock-up Period") after the effective date of the registration statement relating to such registration, except (i) as part of such registration or (ii) in the case of a private sale...

  • Page 205
    ...shall not prohibit any such sale or distribution after the effective date of the registration statement (i) pursuant to any stock option, warrant, stock purchase plan or agreement or other benefit plans approved by the Board to officers, directors or employees of the Company or its subsidiaries; (ii...

  • Page 206
    ... to: Ontario Teachers' Pension Plan Board 5650 Yonge Street, 8th Floor Toronto, ON M2M 4H5 Facsimile: Attention: (416) 730-5082 Lee Sienna (416) 730-3771 with a copy to: Attention: with a copy to Legal Department Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 Facsimile: Attention...

  • Page 207
    ... to the terms of the Co-Investor Agreement. Except as set forth in Section 5.05, nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or permitted assigns any legal or equitable...

  • Page 208
    ...without giving effect to its principles of conflict of laws. The parties hereto irrevocably submit, in any legal action or proceeding relating to this Agreement, to the jurisdiction of the courts of the United States located in the State of New York or in any New York state court located in New York...

  • Page 209
    ... shall become a party to this Agreement by executing a Co-Investor Joinder Agreement, a form of which is attached as Exhibit C hereto (the "Co-Investor Joinder Agreement"), and deliver such executed Co-Investor Joinder Agreement to the Company at its address specified in Section 6.01 hereof. Upon...

  • Page 210
    SCHEDULE A Joseph Fortunato Thomas Dowd J. Kenneth Fox Michael Locke Reginald Steele Joseph Weiss Darryl Green Lee Karayusuf Anthony Phillips Gerald Werner Lawrence W. Haymon Timothy Bentley Anthony Kuniak Joseph Szabo Thomas Braemer Joseph Bresse, Jr. Vincent Cacace Edward Deitrick Ronald Hallock ...

  • Page 211
    ... state securities laws or (ii) an applicable exemption from registration thereunder. The securities represented by this certificate are also subject to the terms and conditions of an Amended and Restated Stockholders Agreement, dated as of February 12, 2008, as it may be amended from time to time...

  • Page 212
    IN WITNESS WHEREOF, the undersigned has executed this Agreement this ___day of Name: Title: Address: A-2 , 20___.

  • Page 213
    ... under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the Stockholders Agreement. IN WITNESS WHEREOF, the undersigned has executed this Consent of Spouse this ___day of Name: Address: B-1 , 20___...

  • Page 214
    EXHIBIT C FORM OF CO-INVESTOR JOINDER AGREEMENT The undersigned, hereby agrees to be bound as a "Stockholder" by all of the terms and conditions of that certain Amended and Restated Stockholders Agreement, dated as of February 12, 2008, as the same may be amended from time to time in accordance with...

  • Page 215
    ... 10.11 AMENDMENT NUMBER 1 TO THE GNC ACQUISITION HOLDINGS INC. 2007 STOCK INCENTIVE PLAN, dated as of February 12, 2008 (this "Amendment"). W I T N E S S E T H: WHEREAS, the Board of Directors of GNC Acquisition Holdings Inc. (the "Company") has previously approved the GNC Acquisition Holdings Inc...

  • Page 216
    ...Participant is not employed by the Employer at all times during the period beginning on the date of this Agreement and ending on the day three (3) months before the date of exercise of the Option; or (iii) to the extent the aggregate fair market value (determined as of the time the Option is granted...

  • Page 217
    ...with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Participant engages in Detrimental Activity during the one year period commencing on the date the Option is exercised, the Company shall...

  • Page 218
    ... from the Participant at any time within one year after such exercise, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise of the Option (whether at the time of exercise or thereafter). 4. Option Term. The term of the Option shall be...

  • Page 219
    ... securities laws, on the ground that no distribution or public offering of the shares of Common Stock is to be effected (it being understood, however, that the shares of Common Stock are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that...

  • Page 220
    ... Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time...

  • Page 221
    ... Plan Board 5650 Yonge Street Toronto, Ontario M2M 4H5 Facsimile: 416-730-5082 Attention: Lee Sienna With a copy by Facsimile to: 416-730-3771 Attention: Legal Department If to the Participant, to the address on file with the Company. 12. No Obligation to Continue Employment. This Agreement is...

  • Page 222
    IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written. GNC ACQUISITION HOLDINGS INC. By: Name: Title: Employee Name: Employee ID number: 7

  • Page 223
    ... 10.15 EXECUTION VERSION EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into on March 16, 2007 (the "Effective Date"), by and among GNC Acquisition Holdings Inc., a Delaware corporation ("Holdings"), General Nutrition Centers, Inc., a Delaware corporation and wholly...

  • Page 224
    ... its employees generally and in effect from time to time and (y) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as either the Centers Board or the Holdings Board may from time to time reasonably establish or approve for their executive officers...

  • Page 225
    .... The Annual Bonus shall be based on the achievement of corporate and personal goals and objectives established under the terms of a plan to be developed jointly in good faith by GNC and the Executive (the "Plan"). The Plan will establish financial objectives and financial goals related to Centers...

  • Page 226
    ... Good Reason (as defined in Section 4.3(h))). The options will be time based and will vest annually over a four (4) year period on each anniversary of the grant date subject to the Executive's continuous employment with Centers through each such vesting date and will have an outside exercise date...

  • Page 227
    ... sum of (x) the Executive's current Base Salary and (y) the annualized value of the Perquisites as determined in good faith by the Accounting Firm (as defined in Section 4.3(f)(ii)) using customary valuation methods, payable within thirty (30) days of such termination; (iii) Centers shall pay to the...

  • Page 228
    ... following the end of such calendar year shall immediately vest and become exercisable, as applicable, as of the date of the termination. 4.3 Termination Without Cause or Resignation For Good Reason; Non-Renewal. (a) GNC may terminate the Executive's employment without Cause (as defined in Section...

  • Page 229
    ... (15) days of the date of termination; (iii) Centers shall pay to the Executive a lump sum of two (2) times an amount equal to the average Annual Bonus paid or payable under Section 3.2 with respect to the most recent three (3) fiscal years, starting no earlier than the Effective Date (determined by...

  • Page 230
    ... (15) days of the date of termination; (iv) if (x) the Executive timely elects COBRA Continuation Coverage with respect to Centers' group health insurance plan and (y) the Executive continues timely co-payment of premiums at the same level and cost as if the Executive were an employee of Centers...

  • Page 231
    ...-five (75) days after the Accounting Firm's initial determination under Section 4.3(f)(ii). (iv) The Executive shall give written notice to Centers of any claim by the Internal Revenue Service ("IRS") that, if successful, would require the payment by the Executive of an Excise Tax, such notice to...

  • Page 232
    ... Excise Taxes), interest or penalties arising out of the operation of this Agreement. (g) For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following events, as determined in good faith by a twothirds vote of the Holdings Board (excluding the Executive for...

  • Page 233
    ... services to Centers moves to a new location that is more than 75 miles from the Executive's principal place of business existing on the Effective Date. In the event that the Executive has actual knowledge of an event or occurrence giving the Executive a right to terminate his employment for Good...

  • Page 234
    ...' initial public offering of common stock, solely by virtue of the Stockholders Agreement by and among Holdings, Ares, OTPP, the Executive, and the other parties thereto, as the same may be amended, modified or supplemented from time to time. (2) "Permitted Holder" means Ares, Ares Management...

  • Page 235
    ...amounts are treated as deferred compensation under Section 409A. 4.4 Termination For Cause, Voluntary Resignation Other Than For Good Reason. (a) (i) GNC may, upon action of the Holdings Board, terminate the employment of the Executive (and the Employment Period) at any time for "Cause," or (ii) the...

  • Page 236
    ... not be reduced by compensation or benefits received by the Executive from any other employment he shall choose to undertake following termination of his employment under this Agreement. Further, any amounts owed to the Executive under this Agreement may not be offset by any claims Centers may have...

  • Page 237
    ... information and property affecting or relating to the business of GNC and its Affiliates within the Executive's possession, custody or control, regardless of form or format, shall remain, at all times, the property of GNC and its Affiliates, the appropriation, use or disclosure of which is governed...

  • Page 238
    ...Executive hereby assigns to GNC all right, title and interest to all "Work Product" (as defined in Section 5.4(h) hereof) that (i) relates to any of the Company Parties' actual or anticipated business, research and development or existing or future products or services, or (ii) is conceived, reduced...

  • Page 239
    ... or employees working under the Executive's supervision had any direct or indirect responsibility or contact during the Employment Period, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with any of the Company Parties for the benefit of...

  • Page 240
    ... that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the nutritional supplements industry. (d) Confidential Information. (i) "Confidential Information" means any and all material, information, ideas, inventions, formulae, patterns...

  • Page 241
    ... as research and development, tests and test results, formulae and formulations, studies and analysis; (3) financial and cost information, such as operating and production costs, costs of goods sold, costs of supplies and manufacturing materials, non-public financial statements and reports, profit...

  • Page 242
    ... other legal or commercial entity. (g) "Restricted Period" means the eighteen (18) months after the date of termination of employment. (h) "Work Product" means all patents and patent applications, all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports...

  • Page 243
    ... or at any time thereafter, except as may be authorized in writing by GNC, the Executive will not directly or indirectly disclose or release to the Media any information concerning or relating to any aspect of the Executive's employment or termination from employment with Centers and any aspect...

  • Page 244
    ... is a condition of continued employment with Centers; (b) except as otherwise provided herein, this Agreement will replace any existing employment agreement between the parties, including the Original Employment Agreement; (c) the Executive is being provided with access to Confidential Information...

  • Page 245
    ... and all goodwill developed with Centers' clients, customers and other business contacts by the Executive during any past employment with Centers, as applicable, is the exclusive property of Centers; and (e) all Confidential Information or specialized training accessed, created, received or utilized...

  • Page 246
    ... is by United States registered or certified mail, return receipt requested, postage prepaid, or by other delivery service which provides evidence of delivery, as follows: If to Centers or Holdings, to: General Nutrition Centers, Inc. 300 Sixth Avenue Pittsburgh, PA 15222 Attention: General Counsel...

  • Page 247
    ... Building 535 Smithfield Street Pittsburgh, PA 15222 Attention: Robert P. Zinn, Esq. Telephone: (412) 355-8687 Facsimile: (412) 355-6501 or to such other address as one party may provide in writing to the other party from time to time. 6.10 Counterparts. This Agreement may be executed in one or more...

  • Page 248
    ..., the parties have duly executed this Agreement, to be effective for all purposes as of the Effective Date. GENERAL NUTRITION CENTERS, INC. By: Name: Title: /s/ Mark Weintrub Mark Weintrub Senior Vice President, Chief Legal Officer and Secretary SIGNATURE PAGE TO FORTUNATO EMPLOYMENT AGREEMENT

  • Page 249
    GNC ACQUISITION HOLDINGS INC. By: Name: Title: By: Name: Title: /s/ David Kaplan David Kaplan Co-President /s/ Josef Prosperi Josef Prosperi Co-President SIGNATURE PAGE TO FORTUNATO EMPLOYMENT AGREEMENT

  • Page 250
    EXECUTIVE: /s/ Joseph M. Fortunato Name: Joseph M. Fortunato SIGNATURE PAGE TO FORTUNATO EMPLOYMENT AGREEMENT

  • Page 251
    ... of the Executive's positions and shall render such services on the terms set forth herein, which shall include supervision and management of all aspects of marketing, merchandising, product and brand development, scientific affairs, and internet development. In addition, the Executive shall have...

  • Page 252
    ... its employees generally and in effect from time to time and (b) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as either the Centers Board or the Holdings Board may from time to time reasonably establish or approve for their executive officers...

  • Page 253
    ...%) of Base Salary if Centers exceeds the annual goals for the applicable year. Centers guarantees payment of the 75% target bonus for 2008. Such annual goals shall be determined by the Holdings CEO in good faith consultation with the Executive, which consultation shall take place within a reasonable...

  • Page 254
    ... the time of purchase. Such purchases must be made, if at all, on or before September 30, 2008. (c) On the Effective Date, Executive shall be granted non-qualified options under the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan (the "Plan") to purchase a total of 1,750,000 shares of Class...

  • Page 255
    ... sum of (x) the Executive's current Base Salary and (y) the annualized value of the Perquisites as determined in good faith by the Accounting Firm (as defined in Section 4.3(f)(ii)) using customary valuation methods, payable within thirty (30) days of such termination; (iii) Centers shall pay to the...

  • Page 256
    ... following the end of such calendar year shall immediately vest and become exercisable, as applicable, as of the date of the termination. 4.3 Termination Without Cause or Resignation For Good Reason; Non-Renewal. (a) GNC may terminate the Executive's employment without Cause (as defined in Section...

  • Page 257
    ... (15) days of the date of termination; (iii) Centers shall pay to the Executive a lump sum equal to the average Annual Bonus paid or payable under Section 3.2 with respect to the most recent three (3) fiscal years, starting no earlier than the Effective Date (determined by annualizing the bonus...

  • Page 258
    ... no later than fifteen (15) days of the date of termination. In the event Executive has not been employed for three (3) years at the time of termination, Executive shall be entitled to the average of the Annual Bonuses paid to her. (iv) If the Executive elects continuation coverage (with respect to...

  • Page 259
    ...-five (75) days after the Accounting Firm's initial determination under Section 4.3(f)(ii). (iv) The Executive shall give written notice to Centers of any claim by the Internal Revenue Service ("IRS") that, if successful, would require the payment by the Executive of an Excise Tax, such notice to...

  • Page 260
    without the written consent of Centers, which shall not be unreasonably withheld, conditioned or delayed. (v) This Section 4.3(f) shall remain in full force and effect following the termination of the Executive's employment for any reason until the expiration of the statute of limitations on the ...

  • Page 261
    ... headquarters to a location more than 100 miles from the location as of the Effective Date. In the event that the Executive has actual knowledge of an event or occurrence giving the Executive a right to terminate her employment for Good Reason for a period of more than ninety (90) days, such event...

  • Page 262
    ... is deemed to be a "person" (as that term is used in Section 13(d) of the Exchange Act) at any time prior to Holdings' initial public offering of common stock, solely by virtue of the Stockholders Agreement by and among Holdings, Ares, OTPP, the Executive, and the other parties thereto, as the same...

  • Page 263
    ... voluntarily resign other than for Good Reason and thereby terminate the Executive's employment (and the Employment Period) under this Agreement at any time upon not less than thirty (30) days' prior written notice. (b) In the event the Executive's employment is terminated pursuant to this Section...

  • Page 264
    ...of the Code. 5. Confidentiality, Work Product, Non-Competition and Non-Solicitation. 5.1 Confidentiality. (a) In connection with the Executive's employment hereunder, GNC and its Affiliates intend to provide the Executive with access to "Confidential Information" (as defined in Section 5.4(d) hereof...

  • Page 265
    ... information and property affecting or relating to the business of GNC and its Affiliates within the Executive's possession, custody or control, regardless of form or format, shall remain, at all times, the property of GNC and its Affiliates, the appropriation, use or disclosure of which is governed...

  • Page 266
    ...Executive hereby assigns to GNC all right, title and interest to all "Work Product" (as defined in Section 5.4(h) hereof) that (i) relates to any of the Company Parties' actual or anticipated business, research and development or existing or future products or services, or (ii) is conceived, reduced...

  • Page 267
    ... or employees working under the Executive's supervision had any direct or indirect responsibility or contact during the Employment Period, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with any of the Company Parties for the benefit of...

  • Page 268
    ... equity interest other than GNC and its direct and indirect subsidiaries. (c) "Competing Business" means any business that derives 10% or more of its gross annual revenue from the sale and/or distribution of nutritional supplements. (d) Confidential Information. (i) "Confidential Information" means...

  • Page 269
    ... as research and development, tests and test results, formulae and formulations, studies and analysis; (3) financial and cost information, such as operating and production costs, costs of goods sold, costs of supplies and manufacturing materials, non-public financial statements and reports, profit...

  • Page 270
    ... other legal or commercial entity. (g) "Restricted Period" means the eighteen (18) months after the date of termination of employment. (h) "Work Product" means all patents and patent applications, all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports...

  • Page 271
    ... or at any time thereafter, except as may be authorized in writing by GNC, the Executive will not directly or indirectly disclose or release to the Media any information concerning or relating to any aspect of the Executive's employment or termination from employment with Centers and any aspect...

  • Page 272
    .... The Executive further agrees that the Executive will not in any way solicit any such statements, comments or communications from others. (ii) GNC agrees that during the Employment Period or at any time thereafter, GNC will not make any statements, comments or communications in any form, oral...

  • Page 273
    ... and conditions of the Executive's continued employment with Centers. No modification or addition hereto or waiver or cancellation of any provision hereof shall be valid except by a writing signed by the party to be charged therewith. No delay on the part of any party to this Agreement in exercising...

  • Page 274
    ... is by United States registered or certified mail, return receipt requested, postage prepaid, or by other delivery service which provides evidence of delivery, as follows: If to Centers or Holdings, to: General Nutrition Centers, Inc. 300 Sixth Avenue Pittsburgh, PA 15222 Attention: General Counsel...

  • Page 275
    ...office is opened, the Executive will split her time between New York and Pittsburgh, as determined by the CEO and Executive, consistent with the best interests of the Company. IN WITNESS WHEREOF, the parties have duly executed this Agreement, to be effective for all purposes as of the Effective Date...

  • Page 276
    GENERAL NUTRITION CENTERS, INC. By: Name: Title: /s/ Gerald J. Stubenhofer, Jr. Gerald J. Stubenhofer, Jr. Senior Vice President, Chief Legal Officer and Secretary 26

  • Page 277
    GNC ACQUISITION HOLDINGS INC. By: Name: Title: /s/ Gerald J. Stubenhofer, Jr. Gerald J. Stubenhofer, Jr. Senior Vice President, Chief Legal Officer and Secretary 27

  • Page 278
    EXECUTIVE: /s/ Beth J. Kaplan Name: Beth J. Kaplan 28

  • Page 279
    ... to December 31, 2003, the years ended December 31, 2004, 2005 and...taxes and fixed charges) by fixed charges (interest cost, amortization of debt expense, and the portion of rental expenses deemed to be representative of the interest factor in those rentals.) Computation of General Nutrition Centers...

  • Page 280
    Exhibit 31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a) I, Joseph Fortunato, certify that: 1. I have reviewed this Annual Report on Form 10-K of General Nutrition Centers, Inc.; 2. Based on my knowledge, this report does not contain any ...

  • Page 281
    ... 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: March 14, 2008 /s/ J. Kenneth Fox J. Kenneth Fox Interim Chief Financial Officer...

  • Page 282
    ... of Chief Executive Officer and Interim Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 In connection with the Annual Report on Form 10-K of General Nutrition Centers, Inc. (the "Company") for the year ended December 31, 2007 as filed with the SEC on the date hereof (the "Report"), Joseph...