GNC 2009 Annual Report Download - page 142

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optionholder as of December 15, 2006, and (ii) one time cash success bonuses upon the completion of the Merger paid on
March 16, 2007 in the following amounts: Mr. Fortunato - $500,000 and Mr. Dowd — $50,000. Messrs. Locke and Fox did not
receive a success bonus upon completion of the Merger.
(c) For 2008: (i) payments we made in September 2008 pursuant to the Merger agreement of additional consideration in lieu of income
tax payments in respect of net operating losses created as a result of the Merger to each of our indirect parent company's
optionholders, based on the number of outstanding vested option shares held by each optionholder as of the Merger; (ii) a one-time
discretionary bonus in respect of performance in 2008 in the following amounts: Mr. Fortunato — $90,000, Mr. Locke — $25,000
and Mr. Fox — $20,000; and (iii) a one-time signing bonus to Ms. Kaplan of $250,000.
(2) Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal years ended December 31, 2008 and
December 31, 2007, respectively, in accordance with FAS 123R for all option awards held by such person and outstanding on
December 31, 2008 and December 31, 2007, respectively. For additional information, see Note 18 under the heading "Stock-Based
Compensation Plans" of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2008. The amounts reflect the accounting expense for these awards and do not correspond to the actual
value that may be recognized by such persons with respect to these awards.
(3) Reflects, as applicable, annual incentive compensation paid in February 2007 with respect to performance in 2006 pursuant to our 2006
Incentive Plan, annual incentive compensation paid in March 2008 with respect to performance in 2007 pursuant to the 2007 Incentive
Plan and annual incentive compensation paid in February 2009 with respect to performance in 2008 pursuant to our 2008 Incentive Plan.
Our results of operations for 2006 met or exceeded each of the goals for the maximum bonus payable to each 2007 Named Executive
Officer under the 2006 incentive plan. Our results of operations for 2007 and 2008 exceeded the target goals for the target bonus payable
for each applicable year, but were less than the maximum goal thresholds for the maximum bonus payable, to each 2007 Named
Executive Officer under the 2007 Incentive Plan and each 2008 Named Executive Officer under the 2008 Incentive Plan, respectively.
See "Management — Compensation Discussion and Analysis."
(4) Represents the above-market or preferential portion of the change in value of the executive officer's account under our GNC Live Well
Later Non-qualified Deferred Compensation Plan. See "Non-qualified Deferred Compensation" under the Non-qualified Deferred
Compensation Table for a description of our deferred compensation plan.
(5) The components of all other compensation for the 2008 Named Executive Officers are set forth in the following table:
Imputed
Value for Common
Stockholder Payment on
Exercise Payment for
Life Insurance Distributions or of Numico Cancelled
Named Executive Perquisites Premiums Dividendsa SARsb Optionsc Total
Officer Year ($) ($) ($) ($) ($) ($)
Joseph Fortunato 2008 69,739 1,014 — — — 70,753
2007 94,437 552 — — 7,165,121 7,260,110
2006 56,840 552 683,869 95,850 — 837,111
Beth J. Kaplan 2008 119,374 396 — — — 119,770
Michael M. Nuzzo 2008 14,992 — — — — 14,992
Thomas Dowd 2008 43,660 355 — — — 44,015
2007 42,643 240 — — 985,195 1,028,078
2006 39,840 239 307,740 — — 347,819
Michael Locke 2008 39,000 1,584 — — — 40,584
2007 39,000 1,584 — — 806,067 846,651
J. Kenneth Fox 2008 29,450 1,032 — — — 30,482
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