GNC 2008 Annual Report Download - page 147

Table of Contents
Aggregate Aggregate
Executive Registrant Earnings Aggregate Balance at
Contributions Contributions (losses) in Last Withdrawals/ Last Fiscal
in Last Fiscal in Last Fiscal Fiscal Year Distributions Year-End
Name Year ($) Year ($) ($) ($) ($)
Joseph Fortunato — — — — —
Curtis J. Larrimer — — (2,770) — 210,512
Thomas Dowd 32,864 — (1,703) — 66,017
Joseph J. Weiss — — — — —
Michael Locke — — — — —
Robert J. DiNicola — — — — —
Mark Weintrub — — — — —
Employment and Separation Agreements with our 2007 Named Executive Officers
Chief Executive Officer
In November 2005, we entered into an employment agreement with Mr. Fortunato in connection with his appointment as President and Chief
Executive Officer. The employment agreement provided for, among other things, an employment term through December 31, 2007 and an
annual base salary of $550,000. The employment agreement was amended and restated in December 2006 to provide for, among other things,
an employment term through December 31, 2008, subject to automatic one-year renewals unless we or Mr. Fortunato provide at least one year
advance notice of termination, and an annual base salary of $750,000. Mr. Fortunato was entitled to an annual performance bonus with a target
bonus of 50% and a maximum bonus of 120% of his annual base salary based upon our attainment 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 common
stock with gross proceeds of at least $200 million.
As a result of the Merger, Mr. Fortunato was entitled to receive the $500,000 success bonus, which was paid to him on March 16, 2007, the
closing date.
In connection with the Merger, we entered into a new employment agreement with Mr. Fortunato, that provides for a five-year term with
automatic annual one-year renewals thereafter unless we or Mr. Fortunato provide at least one-year advance notice of termination, and an
annual base salary of not less than $800,000, subject to certain upward adjustments. Effective January 1, 2008, Mr. Fortunato's annual base
salary was increased to $825,000. The new employment agreement provides for an annual performance bonus with a target bonus of 75% and
a maximum bonus of 125% of Mr. Fortunato's annual base salary based upon our attainment of annual goals established by the Company
Board or the Compensation Committee. The new employment agreement also provided that Mr. Fortunato will receive certain fringe benefits
and perquisites similar to those provided to our other executive officers. The new Employment Agreement provides that upon a change in
control all of Mr. Fortunato's stock options will fully vest and become immediately exercisable and all restrictions with respect to restricted stock,
if any, granted to Mr. Fortunato would lapse.
Upon Mr. Fortunato's termination for death or total disability we will be required to pay to him (or his guardian or personal representative):
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