GNC 2008 Annual Report Download - page 149

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• willful disloyalty or deliberate dishonesty with respect to the Company or our Parent that is injurious to our or our Parent's financial
condition, business or reputation;
• commission of an act of fraud or embezzlement against us or our Parent;
• material breach of any provision of his employment agreement or any other written contract or agreement with us or our Parent that is
not cured; or
• willful and continued failure to materially perform his duties or his continued failure to substantially perform duties requested or
prescribed by the Parent Board or the Company Board which is not cured.
For purposes of Mr. Fortunato's employment agreement, "good reason" generally means, without Mr. Fortunato's consent:
• our failure to comply with any material provision of his employment agreement which is not cured;
• a material adverse change in his responsibilities, duties or authority which, in the aggregate, causes his positions to have less
responsibility or authority;
• removal from his current positions or failure to elect (or appoint) him to, or removal of him from the Parent Board or the Company
Board;
• a reduction in his base salary; or
• a relocation of his principal place of business of more than 75 miles.
For purposes of Mr. Fortunato's employment agreement, "change in control" generally means:
• an acquisition representing 50% or more of either our Parent's common stock or the combined voting power of the securities of our
Parent entitled to vote generally in the election of the Parent Board;
• a change in 2/3 of the member's of Parent Board from the member as of the effective date of his employment agreement, unless
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 a merger or consolidation) of all or substantially all of the assets of our Parent and its subsidiaries; or
• we cease to be a direct or indirect wholly owned subsidiary of our Parent.
Other 2007 Named Executive Officers
In March 2005, we entered into an amended and restated employment agreement with Mr. Larrimer in connection with his appointment as
Executive Vice President and Chief Financial Officer. Mr. Larrimer's base salary under the employment agreement was increased to $350,000
per year in December 2006. Mr. Larrimer was entitled to an annual performance bonus as determined by the Compensation Committee. As
described in 145