GNC 2008 Annual Report Download - page 138

Table of Contents
Since neither our equity securities 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 Internal Revenue Code Section 162(m). Under Section 162(m) of the Internal
Revenue Code, a limitation was placed on tax deductions of any publicly traded corporation for individual compensation to certain executives of
such corporation exceeding $1,000,000 in any taxable year, unless the compensation is performance-based. Had we been subject to Section
162(m) in 2007, we might have been subject to deduction limitations with respect to some of our Named Executive Officers because of
discretionary bonus payments paid in March, 2007 to all optionholders whose options vested in 2007 entitling them to receive payment
pursuant to the terms of a November 2006 dividend and bonuses paid in March 2007 in connection with the completion of the Merger. These
bonus payments were not performance-based.
Compensation Committee Report
The members of the Compensation Committee have reviewed and were provided with the opportunity to discuss the Compensation
Discussion and Analysis with management. Based on their review and the discussions between certain members of the Compensation
Committee with certain members of management, the members of the Compensation Committee recommended to our board of directors that
the Compensation Discussion and Analysis be included in this annual report on Form 10-K.
Compensation Committee of the Board of Directors:
Norman Axelrod
Lee Sienna (Chair)
David Kaplan
Michele Buchignani
Notwithstanding any SEC filing by the Company that includes or incorporates by reference other SEC filings in their entirety, this
Compensation Committee Report shall not be deemed to be "filed" with the SEC except as specifically provided otherwise therein.
Summary Compensation Table
The following table sets forth information concerning compensation we paid to our principal executive officer, principal financial officer and
three other most highly compensated executive officers who were serving as executive officers as of December 31, 2007, and two former
executive officers of the Company who served as executive officers during, but not as of the end of, the fiscal year ended December 31, 2007
(collectively, the "2007 Named Executive Officers"), for services rendered in all capacities to us during fiscal year 2007 and, in accordance with
SEC rules other than for 2007 Named Executive Officers who were not named executive officers as of the end of the fiscal year ended
December 31, 2006, fiscal year 2006. In accordance with SEC rules, the compensation described in this table does not include medical or
group life insurance received by the 2007 Named Executive Officers that are available generally to all salaried employees of the Company.
134