GNC 2008 Annual Report Download - page 223

Exhibit 10.15
EXECUTION VERSION
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into on March 16, 2007 (the "Effective Date"), by and among GNC Acquisition
Holdings Inc., a Delaware corporation ("Holdings"), General Nutrition Centers, Inc., a Delaware corporation and wholly owned subsidiary of Holdings
("Centers," and together with Holdings, referred to herein as "GNC"), and Joseph M. Fortunato (the "Executive").
WHEREAS, the Executive is presently employed by Centers and previously entered into an Employment Agreement, effective as of November 14, 2005,
as amended and restated on December 8, 2006 (the "Original Employment Agreement"); and
WHEREAS, pursuant to and in accordance with the terms of the Agreement and Plan of Merger, dated as of February 8, 2007 (the "Merger Agreement"),
by and among Holdings, GNC Acquisition Inc., a Delaware corporation "(Merger Sub"), and GNC Parent Corporation, a Delaware corporation ("Target"), at
the Effective Time (as such term is defined in the Merger Agreement), Merger Sub will be merged with and into Target (the "Merger"); and
WHEREAS, the parties wish to provide for the Executive's continued employment with Centers following the Merger, in accordance with the terms set
forth herein, as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Employment of the Executive; Duties.
1.1 Title. During the Employment Period (as defined in Section 2.2 hereof), the Executive shall serve as (a) President and Chief Executive Officer of
Centers and (b) President and Chief Executive Officer of Holdings.
1.2 Duties. During the Employment Period, the Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and
responsibilities of the Executive's positions and shall render such services on the terms set forth herein. In addition, the Executive shall have such other
executive and managerial powers and duties as may be reasonably assigned to the Executive by the Board of Directors of Centers (the "Centers Board") or the
Board of Directors of Holdings (the "Holdings Board"), as applicable, commensurate with the Executive's positions. The Executive shall report solely and
directly to the Holdings Board. The Executive's duties, titles and responsibilities shall not be changed materially at any time without his consent (other than
during any period where the Executive is incapacitated due to physical or mental illness). Except for sick leave, reasonable vacations, excused leaves of
absence, or as otherwise provided in this Agreement, the Executive shall, throughout the Employment Period, devote substantially all the Executive's working
time, attention, knowledge and skills faithfully, and to the best of the Executive's ability, to the duties and responsibilities of the Executive's positions in
furtherance of the business affairs and activities of GNC and its Affiliates (as defined in Section 5.4(a)). Notwithstanding the foregoing, the Executive is