GNC 2008 Annual Report Download - page 151

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• theft, embezzlement, or fraud in connection with the performance of duties;
• engaging in any activity that gives rise to a material conflict of interest with the company that was not cured;
• misappropriation of any material business opportunity.
For purposes of Mr. Messrs. Dowd's and Locke's employment agreements "good reason" generally meant, without the executive's prior written consent:
• the Company's failure to comply with material obligations under his employment agreement;
• the Company's assigning him duties or responsibilities that are materially inconsistent with his positions, duties, responsibilities, titles and offices; or
• the Company reducing his base salary.
For purposes of Messrs. Dowd's and Locke's employment agreements "change in control" generally meant:
• any person acquiring more than 50% of the voting power of the equity interests of the Company or any successor;
• the sale, lease, transfer, conveyance, or other disposition of substantially all of the assets of the Company and its subsidiaries taken as a whole;
• after an initial public offering of capital stock of the Company, during any period of two consecutive years, a change in the majority of the directors
of the Company Board;
• the adoption of a plan of complete liquidation of the Company.
Currently, all of Messrs. Dowd and Locke unvested equity award will be forfeited as of the date of the executive's termination.
We entered into an employment agreement with Mr. Weiss effective on May 21, 2006. As discussed above, the employment agreements for Mr. Weiss
expired effective December 31, 2007. The employment agreement provided for an initial annual base salary of $225,000, which was increased to $235,000 in
December 2007. The employment agreement provided that Mr. Weiss was entitled to 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.
Mr. Weiss's employment agreement also provided for certain benefits upon termination of his employment. Upon death or disability, he (or his estate)
would have been entitled to his 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 Mr. Weiss for good reason, subject to his execution of a written
release, he would have been entitled to:
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