GNC 2009 Annual Report Download - page 140

Table of Contents
our adoption of FAS 123R under the fair value method and expense those amounts in our income statement over the stock option's remaining
vesting period.
Since neither our equity securities nor the equity securities of our direct or indirect parent companies are publicly traded, we are not currently
subject to any limitations under Internal Revenue Code Section 162(m). While we are not required to do so, we have structured our
compensation programs in a manner to generally comply with Internal Revenue Code Section 162(m). Under Section 162(m) of the Internal
Revenue Code, a limitation was placed on tax deductions of any publicly traded corporation for individual compensation to certain executives of
such corporation exceeding $1,000,000 in any taxable year, unless the compensation is performance-based. Had we been subject to Section
162(m) in 2007, we might have been subject to deduction limitations with respect to some of our Named Executive Officers because of
discretionary bonus payments paid in March 2007 to all optionholders whose options vested in 2007 entitling them to receive payment pursuant
to the terms of a November 2006 dividend and bonuses paid in March 2007 in connection with the completion of the Merger. These bonus
payments were not performance-based.
Compensation Committee Interlocks and Insider Participation
In the year ended December 31, 2008, none of our executive officers served as a director or member of the compensation committee of
another entity whose executive officers served on our board of directors or compensation committee.
Compensation Committee Report
The members of the Compensation Committee have reviewed and discussed with management the Compensation Discussion and Analysis.
Based on their review and the discussions between members of the Compensation Committee with members of management, the members of
the Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this
annual report on Form 10-K.
Compensation Committee of the Board of Directors:
Lee Sienna (Chair)
Norman Axelrod
Michele Buchignani
David Kaplan
Notwithstanding any SEC filing by the Company that includes or incorporates by reference other SEC filings in their entirety, this
Compensation Committee Report shall not be deemed to be "filed" with the SEC except as specifically provided otherwise therein.
Summary Compensation Table
The following table sets forth information concerning compensation we paid to our principal executive officer, principal financial officer,
interim principal financial officer and three other most highly compensated executive officers who were serving as executive officers as of
December 31, 2008 (collectively, the "2008 Named Executive Officers"), for services rendered in all capacities to us during fiscal year 2008. In
accordance with SEC rules, the compensation described in this table does not include medical or group life insurance received by the 2008
Named Executive Officers that are available generally to all salaried employees of the Company.
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