GNC 2008 Annual Report Download - page 251

Exhibit 10.16
EMPLOYMENT AGREEMENT
THE EMPLOYMENT AGREEMENT (this "Agreement") is entered into on December 19, 2007, 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 Beth J. Kaplan (the "Executive").
WHEREAS, GNC desires to employ the Executive on the terms and subject to the conditions set forth herein and the Executive has agreed to be so
employed.
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 2.1 hereof), the Executive shall serve as (a) President and Chief Merchandising and
Marketing Officer of Centers and (b) President and Chief Merchandising and Marketing Officer of Holdings.
1.2 Duties. During the Employment Period, the Executive shall do and perform all services and acts reasonable to fulfill the duties and responsibilities
of the Executive's positions and shall render such services on the terms set forth herein, which shall include supervision and management of all aspects of
marketing, merchandising, product and brand development, scientific affairs, and internet development. In addition, the Executive shall have such other
executive and managerial powers and duties as may be reasonably assigned to the Executive by the Chief Executive Officer of Centers (the "Centers CEO") or
the Chief Executive Officer of Holdings (the "Holdings CEO"), as applicable, commensurate with the Executive's positions. The Executive shall report solely
and directly to the Holdings CEO. The Executive's duties, titles and responsibilities shall not be changed materially at any time without her 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
permitted, to the extent such activities do not substantially interfere with the performance of her duties and responsibilities under this Agreement or create an
adverse business conflict with any Company Party (as defined in Section 5.4(b)), to (a) manage her personal, financial, and legal affairs, (b) serve on civic or
charitable boards or committees (it being understood that her continuing to serve on the boards and committees set forth on Exhibit A, will, as of the Effective
Date, be deemed not to interfere with the performance of her duties and responsibilities under this Agreement), and (c) deliver lectures or fulfill speaking
engagements. The Executive shall at all times be subject to, comply with, observe and carry out faithfully to the best of her ability and in
1