GNC 2008 Annual Report Download - page 152

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• salary continuation for the remainder of his 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
• reimbursement of COBRA premiums in excess of amount payable to the executive prior to termination for the remainder of his agreement term, or
two years if the termination occurs upon or within six months following a change in control.
The employment agreement for Mr. Weiss contained the same definition of "change in control" that was contained in Messrs. Dowd's and Locke's
employment agreements.
For purposes of Mr. Weiss's employment agreement, "cause" generally meant Mr. Weiss's:
• failure to comply with any obligation under his employment agreement;
• indictment for a felony or a misdemeanor that causes or is likely to cause harm or embarrassment to the Company;
• theft, embezzlement or fraud in connection with the performance of duties;
• engaging in any activity that gives rise to a material conflict with the Company;
• misappropriation of any material business opportunity;
• failure to comply, observe or carry out the Company's rules, regulations, policies and code of ethics and/or conduct applicable to employees
generally and senior executives;
• substance abuse or use of illegal drugs that impairs the performance of his duties or causes or is likely to cause harm or embarrassment to the
Company; or
• conduct that he knows or should know is injurious to the Company.
For purposes of Mr. Weiss's employment agreement, "good reason" generally meant, without Mr. Weiss's consent:
• the Company's failure to comply with material obligations under his employment agreement;
• the Company's changing his position as Senior Vice President, except that any change in his duties or responsibilities without changing his position
will not constitute good reason and the Company may change his title based on need, or
• a reduction in his base salary, unless all executives at the same level receive a substantially similar reduction.
Currently, all of Mr. Weiss's unvested equity award will be forfeited as of the date of the executive's termination.
We have not agreed to provide any of our executive's with a gross-up for any amounts that would constitute a "parachute payment" under Section 280G of
the Internal Revenue Code. Messrs. Fortunato's
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