GNC 2009 Annual Report Download - page 149

Table of Contents
If Ms. Kaplan's employment is terminated without cause, she resigns for good reason, or we decline to renew the employment term for
reasons other than those that would constitute cause after the initial two-year employment term, then, subject to Ms. Kaplan's execution of a
release:
• Ms. Kaplan will receive payment of a lump sum amount equal to 18 months of her base salary;
• Ms. Kaplan will receive payment of a lump sum amount equal to her average annual bonus paid or payable with respect to the most
recent three fiscal years; and
• Ms. Kaplan will be responsible for payment of the monthly cost of COBRA coverage, but we will reimburse Ms. Kaplan for any portion
of the monthly cost of COBRA coverage that exceeds the amount of monthly health insurance premium (with respect to Ms. Kaplan's
coverage and any eligible dependent coverage) payable by Ms. Kaplan immediately prior to her termination, resignation for good
cause or in the event the employment term is not renewed.
If such termination occurs in anticipation of or during the two-year period following a change in control, or within six months prior to or at any
time following the completion of an initial public offering of our Parent's common stock, then Ms. Kaplan will receive payment of a lump sum
amount equal to two times her base salary. A termination of Ms. Kaplan's employment will be deemed to have been in anticipation of a change
in control if such termination occurs at any time from and after the period beginning six months prior to a change in control and such termination
occurs (i) after we or our Parent enter into a definitive agreement that provides for a change in control or (ii) at the request of an unrelated third
party who has taken steps reasonably calculated to effect a change in control.
For purposes of Ms. Kaplan's employment agreement, "cause" generally means Ms. Kaplan's:
• conviction of, or plea of nolo contendere to, a crime which constitutes a felony;
• willful disloyalty or deliberate dishonesty with respect to the Company or our Parent that is injurious to our or our Parent's financial
condition, business or reputation;
• commission of an act of fraud or embezzlement against us or our Parent;
• material breach of any provision of her employment agreement or any other written contract or agreement with us or our Parent that is
not cured; or
• willful and continued failure to materially perform her duties or her continued failure to substantially perform duties requested or
prescribed by the Parent Board or the Company Board which is not cured.
For purposes of Ms. Kaplan's employment agreement, "good reason" generally means, without Ms. Kaplan's consent:
• our failure to comply with any material provision of her employment agreement which is not cured;
• a material adverse change in her responsibilities, duties or authority which, in the aggregate, causes her positions to have less
responsibility or authority;
• removal from her current positions or failure to elect (or appoint) her to, or removal of her from, the Parent Board or the Company
Board;
• a reduction in her base salary;
• a relocation of her principal place of business of more than 100 miles; or
• our failure to appoint her Chief Executive Officer in the event Mr. Fortunato ceases to serve as Chief Executive Officer of us or our
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