GNC 2008 Annual Report Download - page 148

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• a lump sum equal to his base salary plus the annualized value of his perquisites; and
• a prorated share of the annual bonus he would have received had he worked the full year, provided bonus targets are met for such
year.
We will also pay the monthly cost of COBRA coverage for Mr. Fortunato to the same extent we paid for such coverage prior to the termination
date for the period permitted by COBRA or, in the case of disability, until Mr. Fortunato obtains other employment offering substantially similar
or improved group health benefits. In addition, Mr. Fortunato's outstanding stock options will vest and restrictions on restricted stock awards will
lapse as of the date of termination, in each case, assuming he had continued employment during the calendar year in which termination occurs
and for the year following such termination.
Under the new employment agreement, if Mr. Fortunato's employment is terminated without cause, he resigns 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 Mr. Fortunato's execution of a release:
• Mr. Fortunato will receive payment of a lump sum amount of two times his base salary and the annualized value of his perquisites;
• Mr. Fortunato will receive payment of a lump sum amount of two times his average annual bonus paid or payable with respect to the
most recent three fiscal years;
• we will pay the monthly cost of COBRA coverage for Mr. Fortunato to the same extent we paid for such coverage prior to the
termination date for the period permitted by COBRA or until Mr. Fortunato obtains other employment offering substantially similar or
improved group health benefits; and
• Mr. Fortunato's outstanding stock options will vest and restrictions on restricted stock awards will lapse if they would have otherwise
done so in the 24 months following the termination had Mr. Fortunato continued to be employed (36 months if such termination occurs
in anticipation of a change in control, or within the six months prior to, or at any time following, an initial public offering of our Parent's
common stock).
If such 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 annual bonus will increase from two times to three times. A termination of Mr. Fortunato's employment will be deemed to have
been in anticipation of a change in control if such termination occurs at any time from and after the period beginning six months prior to a
change in control and such termination occurs (i) after we or our Parent enter into a definitive agreement that provides for a change in control or
(ii) at the request of an unrelated third party who has taken steps reasonably calculated to effect a change in control.
All of Mr. Fortunato's unvested equity award will be forfeited as of the date of his termination.
For purposes of Mr. Fortunato's employment agreement, "cause" generally means any of the following events as determined in good faith by
a 2/3 vote of the Parent Board, Mr. Fortunato's:
• conviction of, or plea of nolo contendere to, a crime which constitutes a felony;
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