GNC 2008 Annual Report Download - page 252

all material respects (a) Centers' lawful rules, regulations, policies and codes of ethics and/or conduct applicable to its employees generally and in effect from
time to time and (b) such lawful rules, regulations, policies, codes of ethics and/or conduct, directions and restrictions as either the Centers Board or the
Holdings Board may from time to time reasonably establish or approve for their executive officers.
1.3 Board Membership. During the Employment Period, the Executive will serve as a member of the Board of Directors of Centers ("Centers Board")
and the Board of Directors of Holdings ("Holdings Board").
2. Term of Employment.
2.1 Employment Period. The employment of the Executive hereunder will commence on January 2, 2008 (the "Effective Date") and continue until the
second (2nd) anniversary thereof (the "Initial Employment Period"), unless terminated earlier in accordance with the provisions of Section 4 of this
Agreement.
2.2 Extension. Unless terminated earlier in accordance with the provisions of Section 4 of this Agreement, the employment of the Executive will
automatically continue after the end of the Initial Employment Period for additional and successive one (1)-year periods (each an "Extension Period" and,
together with the Initial Employment Period, the "Employment Period"), unless GNC or the Executive notifies the other in writing not less than one (1) year
prior to the end of the Initial Employment Period, or the end of the applicable Extension Period, of its or the Executive's election, in its or the Executive's sole
discretion, not to extend the Employment Period.
3. Compensation and General Benefits.
3.1 Base Salary. During the Employment Period, Centers agrees to pay to the Executive an annual base salary in an amount not less than $675,000, to
be reviewed annually by the Holdings Board or the compensation committee of the Holdings Board (the "Compensation Committee"), for upward adjustments
only (as the Holdings Board (or the Compensation Committee), acting in its sole discretion, determines to be reasonable and appropriate); provided, however,
that such amount will be increased pursuant to such review effective as of January 1 of each year during the Employment Period, beginning with January 1,
2009, by a percentage no less than the percentage increase in the Consumer Price Index for All Urban Consumers, as 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. In addition, Executive shall be paid within twenty days of execution of this Agreement a $250,000 signing bonus, 60% of which bonus shall be
repaid, to Centers in the event Executive is terminated with cause or resigns without good reason (as defined below) within twelve months of the payment
date.
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