GNC 2009 Annual Report Download - page 148

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• a material adverse change in his responsibilities, duties or authority which, in the aggregate, causes his positions to have less
responsibility or authority;
• removal from his current positions or failure to elect (or appoint) him to, or removal of him from the Parent Board or the Company
Board;
• a reduction in his base salary; or
• a relocation of his principal place of business of more than 75 miles.
For purposes of Mr. Fortunato's employment agreement, "change in control" generally means:
• an acquisition representing 50% or more of either our Parent's common stock or the combined voting power of the securities of our
Parent entitled to vote generally in the election of the Parent Board;
• a change in 2/3 of the members of Parent Board from the members on the effective date of his employment agreement, unless
approved by (i) 2/3 of the members of the Parent Board on the effective date of his employment agreement or (ii) members
nominated by such members;
• the approval by Parent stockholders of (i) a complete liquidation or dissolution of our Parent or the Company or (ii) the sale or other
disposition (other than a merger or consolidation) of all or substantially all of the assets of our Parent and its subsidiaries; or
• we cease to be a direct or indirect wholly owned subsidiary of our Parent.
President and Chief Merchandising and Marketing Officer
In December 2007, we entered into an employment agreement with Ms. Kaplan in connection with her appointment as President and Chief
Merchandising and Marketing Officer. The employment agreement was amended, effective January 1, 2009, to comply with Section 409A of the
Internal Revenue Code of 1986, as amended. The employment agreement provides for an employment term through January 2, 2010, subject
to automatic one-year renewals unless we or Ms. Kaplan provide at least one year advance notice. Ms. Kaplan is entitled to an annual base
salary of $675,000, subject to certain upward adjustments, and an annual performance bonus with a target bonus of 75% and a maximum
bonus of 125% of her annual base salary, based upon the attainment of certain goals established jointly in good faith by the Chief Executive
Officer and Ms. Kaplan. The employment agreement also provides that Ms. Kaplan will receive certain fringe benefits and perquisites similar to
those provided to our other executive officers. Upon a change in control, all of Ms. Kaplan's stock options will fully vest and become
immediately exercisable and all restrictions with respect to restricted stock, if any, granted to Ms. Kaplan will lapse.
Upon Ms. Kaplan's death or total disability, we will be required to pay her (or her guardian or personal representative):
• a lump sum equal to her base salary plus the annualized value of her perquisites; and
• a prorated share of the annual bonus she would have received had she worked the full year, provided bonus targets are met for such
year.
We will also pay the monthly cost of COBRA coverage for Ms. Kaplan to the same extent we paid for such coverage prior to the termination
date for the period permitted by COBRA or, in the case of disability, until Ms. Kaplan obtains other employment offering substantially similar or
improved group health benefits. In addition, Ms. Kaplan's outstanding stock options will vest and restrictions on restricted stock awards will
lapse as of the date of termination, in each case, assuming she had continued employment during the calendar year in which termination
occurs and for the year following such termination. 142