GNC 2008 Annual Report Download - page 136

Table of Contents
reasons in an annual amount equal to $15,000, plus a one-time membership fee of $10,000 for a business club; and first class air travel for all
business trips.
Under certain circumstances, management may recommend and the Compensation Committee may approve more limited benefits or
additional benefits, such as relocation expenses for new executives.
While the Compensation Committee in its discretion may revise, amend or add to Named Executive Officers' benefits if it deems it advisable,
we have no current plans to change the levels of benefits currently provided to our Named Executive Officers. We annually review these fringe
benefits and makes adjustments as warranted based on competitive practices, our performance and the individual's responsibilities and
performance. The Compensation Committee has approved these other benefits as a reasonable component of our executive compensation
program. Please see the "All Other Compensation" column in the Summary Compensation Table for further information regarding these fringe
benefits.
We also maintain a 401(k) plan for eligible employees that permits each participant to make voluntary pre-tax contributions and provides that
the Company may make matching contributions; however, none of our current Named Executive Officers are currently eligible to participate in
the 401(k) plan.
One of our subsidiaries maintains the GNC Live Well Later Non-qualified Deferred Compensation Plan for the benefit of a select group of
management or highly compensated employees. Under the deferred compensation plan, an eligible employee of such subsidiary or a
participating affiliate may elect to defer a portion of his or her future compensation under the plan by electing such deferral prior to the
beginning of the calendar year during which the deferral amount would be earned. Mr. Dowd is the only Named Executive Officer who made
contributions to the plan in 2007. Please see the Non-qualified Deferred Compensation Table for more information regarding the deferred
compensation plan.
Employment Agreements and Severance Compensation. As discussed above, the employment agreements with our Named Executive
Officers, other than our Chief Executive Officer, expired effective December 31, 2007. Each such Named Executive Officer (other than
Mr. Larrimer) remained employed with us following December 31, 2007 and we have continued to provide each such Named Executive Officer
with all of the components of their compensation as in effect prior to such date, except that they not currently entitled to any severance
payments or benefits. We intend to enter into new employment agreements with most, if not all, of our Named Executive Officers in 2008.
Please see "— Employment and Separation Agreements with our 2007 Named Executive Officers — Other 2007 Named Executive Officers" for
more information regarding the employment agreements with certain Named Executive Officers as in effect prior to January 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 reason, or we decline to renew the employment term for reasons other than those that would constitute cause after the initial five-
year employment term, then, subject to his execution of a release, he will receive payment of:
• a lump sum amount equal to two times base salary and the annualized value of perquisites and
• a lump sum amount equal to two times average annual bonus paid or payable with respect to the most recent three fiscal years.
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