GNC 2008 Annual Report Download - page 150

Table of Contents
"Compensation Discussion and Analysis," the Compensation Committee has adopted annual incentive plans setting forth target and maximum bonus amount
and performance goals at various threshold levels.
Effective December 31, 2007, the Company and Mr. Larrimer mutually agreed to terminate his employment agreement, and that Mr. Larrimer would
resign as Executive Vice President and Chief Financial Officer of the Company. In connection with his termination of employment with the Company, the
Company and Mr. Larrimer entered into an agreement that provides, among other things, for payment of Mr. Larrimer's annual incentive bonus under the
2007 Incentive Plan, continued payment of his salary through March 31, 2008 and reimbursement of the cost of continuation coverage under COBRA through
July 31, 2008 to the extent it exceeds the amount he paid for health insurance premiums immediately prior to his termination. Mr. Larrimer did not receive
any other severance benefits in connection with the termination of his employment.
We entered into employment agreements with Messrs. Dowd and Locke, each dated as of December 14, 2004. As discussed above, the employment
agreements for Messrs. Dowd and Locke each expired effective December 31, 2007. Messrs. Dowd's and Locke's agreements provided for an initial annual
base salary of $220,000 and $235,355, respectively, subject to annual review by the Company Board or the Compensation Committee. Mr. Dowd was
promoted to the position of Executive Vice President of Store Operations and Development in May 2007 (retroactive to April 2007) and his annual base
salary was increased to $310,000. Effective January 1, 2008, Messrs. Dowd's and Locke's annual base salary were increased to $320,000 and $260,000,
respectively. The agreements contained substantially the same terms, including an annual performance bonus as determined by the Compensation Committee.
As described in "Compensation Discussion and Analysis," the Compensation Committee has adopted annual incentive plans setting forth target and maximum
bonus amount and performance goals at various threshold levels.
The employment agreements for Messrs. Dowd and Locke also provided for certain benefits upon termination of employment. Upon death or disability,
Messrs. Dowd and Locke (or their estates) would have been entitled to the executive's current base salary (less any payments made under company-sponsored
disability benefit plans) for the remainder of the employment period, plus, subject to the discretion of the Company Board or the Compensation Committee, a
pro rata share of the annual bonus based on actual employment. Upon termination of employment by us without cause or voluntarily by Messrs. Dowd or
Locke for good reason, subject to the execution of a written release, they would have been entitled to:
• salary continuation for the remainder of the agreement term, or two years if the termination occurs upon or within six months following a change in
control;
• subject to the discretion of the Company Board or the Compensation Committee, a pro rata share of the annual bonus based on actual employment;
and
• continuation of certain welfare benefits and perquisites through the remainder of the agreement term, or two years if the termination occurs upon or
within six months following a change in control.
For purposes of Messrs. Dowd's and Locke's employment agreements "cause" generally meant the executive's:
• material failure to comply with any material obligation imposed by his employment agreement;
• being convicted of or pleading guilty or nolo contendere to, or being indicted for any felony;
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