GNC 2008 Annual Report Download - page 156

Table of Contents
Mr. Fortunato entered into an employment agreement in connection with the Merger. See "—Employment Agreements with Our 2007 Named Executive
Officers — Chief Executive Officer" for a description of the severance and change in control benefits provided under Mr. Fortunato's employment agreement.
As stated above, Mr. Fortunato's employment agreements provides that if any payment would have been subject to or result in the imposition of the excise
tax imposed by Section 4999 of the Internal Revenue Code, then the amount of such payments would have been reduced to the highest amount that may be
paid by us without subjecting such payment to the excise tax. Mr. Fortunato's employment agreement provides that the reduction will not apply if he would,
on a net after-tax basis, receive less compensation than if the payment were not so reduced. Based on a hypothetical change in control on December 31, 2007,
Mr. Fortunato would have been subject to a reduction payment if his employment had also been terminated at the time of a December 31, 2007 change in
control or on December 31, 2007 in anticipation of a change in control, but not upon a change in control without an employment termination. The calculation
of the payment reduction amounts do not include a valuation of the non-competition covenant in Mr. Fortunato's employment agreements. A portion of the
severance payments payable to Mr. Fortunato may be attributable to reasonable compensation for the non-competition covenant and could eliminate or reduce
the reduction amount.
Finally, although there is no requirement to do so or guarantee that it would have been paid, we have assumed that, in the exercise of discretion by the
Compensation Committee, Mr. Fortunato would have been paid his prorated annual incentive compensation for the year in which his employment was
terminated based on a hypothetical termination date of the end of that year, other than in this case of his voluntary termination without good reason or a
termination by the Company for cause.
Upon a termination of employment on December 31, 2007, the shares of our Parent's common stock owned by Mr. Fortunato would have been subject to
repurchase by us or our designee for a period of 180 days (270 days upon termination because of death or disability) following the termination based on fair
value as determined by the Company Board.
Other 2007 Named Executive Officers
Thomas Dowd
Termination w/o
Cause or for
Good Reason
Termination w/o within 6 Months
Cause or for after a Change Voluntary Death or Change in
Good Reason in Control Termination Disability Control
Benefit ($) ($) ($) ($) ($)
Base Salary Continuation — 640,000 — — —
Prorated Annual Incentive Compensation 168,702 168,702 — 168,702 —
Health & Welfare Benefits — 20,311 — — —
Accelerated Vesting of Stock Options — — — — —
Payment Reduction — — — — —
Net Value 168,702 829,013 — 168,702 —
152