GNC 2008 Annual Report Download - page 225

published by Bureau of Labor Statistics of the U.S. Department of Labor, for the calendar year immediately preceding such review (such base salary as
adjusted from time to time, the "Base Salary"). The Executive's Base Salary, less amounts required to be withheld under applicable law, shall be payable in
equal installments in accordance with Centers' normal payroll practices and procedures in effect from time to time for the payment of salaries to executive
officers of Centers, but in no event less frequently than monthly.
3.2 Bonus. During the Employment Period, the Executive shall be eligible to receive from Centers an annual performance bonus (the "Annual Bonus"),
which shall have a target of seventy-five percent (75%) of Base Salary with a maximum of one hundred and twenty-five percent (125%) of Base Salary if
Centers exceeds the annual goals for the applicable year. Such annual goals shall be determined by the Holdings Board (or the Compensation Committee) in
good faith consultation with the Executive. Any Annual Bonus earned shall be payable in full as soon as reasonably practicable following the determination
thereof, but in no event later than March 31st of the following year, and in accordance with Centers' normal payroll practices and procedures. The Annual
Bonus shall be based on the achievement of corporate and personal goals and objectives established under the terms of a plan to be developed jointly in good
faith by GNC and the Executive (the "Plan"). The Plan will establish financial objectives and financial goals related to Centers. Except as otherwise expressly
provided in Section 4, any Annual Bonus (or portion thereof) payable under this Section 3.2 shall be contingent on the Executive's continued employment
with Centers through the date such payment is determined and becomes payable under the terms of the Plan.
3.3 Expenses. During the Employment Period, in addition to any amounts to which the Executive may be entitled pursuant to the other provisions of
this Agreement, Centers shall reimburse the Executive for all reasonable and necessary expenses incurred by the Executive in performing the Executive's
duties hereunder on behalf of GNC or its Affiliates, subject to, and consistent with, Centers' policies for executive officer expense payment and
reimbursement, in effect from time to time.
3.4 Fringe Benefits. During the Employment Period, in addition to any amounts to which the Executive may be entitled pursuant to the other provisions
of this Agreement, the Executive shall be entitled to participate in, and to receive benefits under, (a) any benefit plans, arrangements, or policies made
available by Centers to its executive officers generally, subject to and on a basis consistent with the terms, conditions, and overall administration of each such
plan, arrangement or policy and (b) without limiting the foregoing, the benefits set forth on Exhibit B attached hereto (with items 6 through 13 listed on
Exhibit B being referred to herein as the "Perquisites").
3.5 Equity Interests.
(a) On the Effective Date, the Executive shall be permitted to and shall purchase a number of shares of Holdings Class A Common Stock, par value
$0.001 per share ("Holdings Common Stock"), and Holdings preferred stock, par value $0.001 per share (together with Holdings Common Stock, the
"Holdings Stock"), pursuant to the terms and conditions of that certain Contribution and Exchange Agreement dated as of the date hereof.
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