GNC 2008 Annual Report Download - page 158

Table of Contents
Michael Locke
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 — 520,000 — — —
Prorated Annual Incentive Compensation 123,006 123,006 — 123,006 —
Health & Welfare Benefits — 18,898 — — —
Accelerated Vesting of Stock Options — — — — —
Payment Reduction — — — — —
Net Value 123,006 661,904 — 123,006 —
As discussed above, the employment agreements for Messrs. Dowd, Weiss and Locke expired effective December 31, 2007. The amounts set forth in the
tables above are based on the amount of severance payments and benefits they would have received under their employment agreements as in effect on
December 31, 2007 had their employment been terminated on that date. See "—Employment Agreements with Our 2007 Named Executive Officers — Other
2007 Named Executive Officers" for a description of the severance benefits they would have been entitled to under their employment agreements as in effect
prior to January 1, 2008.
In the event of a change in control of the Company, the 2007 Stock Plan provides that unvested stock options generally may be fully vested, cancelled for
fair value or substituted for awards that substantially preserve the applicable terms of the stock options. We have assumed for purposes of the table that upon a
change in control of the Company, Messrs. Dowd's, Weiss's and Locke's unvested stock options would be substituted for awards that substantially preserve
the applicable terms of the stock options. In the event that in the exercise of discretion by the Compensation Committee, Messrs. Dowd's, Weiss's and Locke's
unvested stock options would have become vested in connection with a change in control on December 31, 2007, the value of their vested options as of such
would have been: Mr. Dowd — $393,838; Mr. Weiss — $236,927; and Mr. Locke — $236,927.
As stated above, Messrs. Dowd's, Weiss's and Locke's employment agreements provided 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. Based on a hypothetical change in control on December 31, 2007,
none of these executives would have been subject to a reduction payment upon a change in control without an employment termination or if his employment
had also been terminated at the time of a December 31, 2007 change in control, in each case including if they had they received full vesting of their stock
options.
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