GNC 2009 Annual Report Download - page 150

Table of Contents
For purposes of Ms. Kaplan'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 her employment agreement, unless
approved by (i) 2/3 of the members of the Parent Board on the effective date of her 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.
Executive Vice President and Chief Financial Officer
On October 31, 2008, we entered into an employment agreement with Mr. Nuzzo in connection with his appointment as Executive Vice
President and Chief Financial Officer. The employment agreement provides for a two-year term with automatic one-year renewals thereafter
unless we or Mr. Nuzzo provide at least 30 days' advance notice of termination. Mr. Nuzzo is entitled to a base salary in the amount of
$400,000, subject to annual review by the Company Board or the Compensation Committee. The employment agreement also entitles
Mr. Nuzzo to an annual performance bonus payable if we exceed the annual goals determined by the Board or the Compensation Committee,
and to certain fringe benefits and perquisites similar to those provided to other executive officers.
The employment agreement for Mr. Nuzzo also provides for certain benefits upon termination of employment. Upon death or disability,
Mr. Nuzzo (or his estate) is entitled to the his current base salary for the remainder of the employment period and, subject to the discretion of
the Company Board or the Compensation Committee, a pro rata share of the annual bonus based on actual employment. Upon termination of
employment by us without cause or voluntarily by Mr. Nuzzo for good reason, subject to the execution of a written release, Mr. Nuzzo is also
entitled to:
• salary continuation for the remainder of the agreement term, or two years if the termination occurs upon or within six months following
a change in control;
• subject to the discretion of the Company Board or the Compensation Committee, a pro rata share of the annual bonus based on actual
employment; and
• continuation of certain welfare benefits and perquisites through the remainder of the agreement term, or two years if the termination
occurs upon or within six months following a change in control.
For purposes of Mr. Nuzzo's employment agreement, "cause" generally means his:
• failure to comply with any obligation imposed by his employment agreement;
• being indicted for any felony or any misdemeanor that causes or is likely to cause harm or embarrassment to the Company, in the
reasonable judgment of the board;
• theft, embezzlement or fraud in connection with the performance of duties;
• engaging in any activity that gives rise to a material conflict of interest with the company;
• misappropriation by the executive of any material business opportunity of the company;
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