GNC 2008 Annual Report Download - page 253

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. Centers guarantees payment of the 75% target bonus for 2008. Such annual goals shall be
determined by the Holdings CEO in good faith consultation with the Executive, which consultation shall take place within a reasonable amount of time so as
not to hinder Executive in meeting the goals established. 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"). 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. Centers shall also reimburse Executive for all reasonable roundtrip airfare, and related expenses, for travel to
Pittsburgh and shall make an apartment available in Pittsburgh for Executive's use.
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, and upon Executive's payment to Centers of $150,000, (which sum shall be credited toward the purchase described herein)
the Executive shall be permitted to purchase $2,235,993 worth of shares of Holdings Class A Common Stock, at $6.93 per share ("Holdings Common
Stock"), and $764,007 worth of Holdings preferred stock, at $5.41 per share (together with Holdings Common Stock, the "Holdings Stock"), pursuant to the
terms and conditions of a Stock Purchase Agreement to be completed at the time of purchase, which terms shall not conflict with any terms or conditions
herein. Such purchases must be made, if at all, on or before June 30, 2008.
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