GNC 2009 Annual Report Download - page 139

Table of Contents
We also maintain a 401(k) plan for eligible employees that permits each participant to make voluntary pre-tax contributions and provides that
the Company may make matching contributions; however, none of our current Named Executive Officers are currently eligible to participate in
the 401(k) plan.
One of our subsidiaries maintains the GNC Live Well Later Non-qualified Deferred Compensation Plan for the benefit of a select group of
management or highly compensated employees. Under the deferred compensation plan, an eligible employee of such subsidiary or a
participating affiliate may elect to defer a portion of his or her future compensation under the plan by electing such deferral prior to the
beginning of the calendar year during which the deferral amount would be earned. Mr. Dowd is the only Named Executive Officer who made
contributions to the plan in 2008. Please see the Non-qualified Deferred Compensation Table for more information regarding the deferred
compensation plan.
Employment Agreements and Severance Compensation. We have employment agreements with all of our Named Executive Officers with
the exception of Mr. Fox. Please see "— Employment and Separation Agreements with our 2008 Named Executive Officers" for more
information regarding the employment agreements with certain Named Executive Officers as in effect in 2008. We will continue to determine
appropriate employment agreement and severance packages for our Named Executive Officers in a manner that we believe will attract and
retain qualified executive officers.
Chief Executive Officer Compensation
Mr. Fortunato's annual compensation is weighted towards variable, performance-based compensation, with the Company's financial
performance as the primary determinant of value. For 2008, Mr. Fortunato's compensation consisted of:
• $855,769 base salary,
• no stock option awards,
• annual performance compensation under the 2008 Incentive Plan of $928,509,
• a one-time payment of $126,573 made in connection with the payment of additional Merger consideration to certain optionholders
as of the closing of the Merger,
• a one-time discretionary bonus of $90,000 for meeting additional performance targets, including personal initiatives, and
• other compensation, including fringe benefits, equal to $70,753.
See the Summary Compensation Table for more information regarding Mr. Fortunato's compensation.
Accounting and Tax Considerations
As a general matter, the Compensation Committee reviews and considers the various tax and accounting implications of compensation
vehicles utilized by the Company.
Our Parent Company's stock option grant policies have been impacted by the implementation of SFAS No. 123 (Revised 2004) ("FAS
123R"), which it adopted in the first quarter of fiscal year 2006. Under this accounting pronouncement, we are required to value unvested stock
options granted prior to 133