GNC 2009 Annual Report Download - page 151

Table of Contents
• any failure to comply with, observe or carry out the Company's or the Company Board's rules, regulations, policies or codes of ethics or
conduct;
• substance abuse or illegal use of drugs that, in the reasonable judgment of the Board, impairs the executive's performance or causes
or is likely to cause harm or embarrassment to the company; or
• engagement in conduct that the he knows or should know is injurious to the company.
For purposes of Mr. Nuzzo's employment agreement, "good reason" generally means, without his prior written consent:
• the Company's failure to comply with material obligations under his employment agreement;
• a change of the executive's position; or
• a reduction in the executive's base salary.
For purposes of Mr. Nuzzo'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 the executive's employment agreement,
unless approved by (i) 2/3 of the members of the Parent Board on the effective date of the executive's 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.
Under all circumstances, all of Mr. Nuzzo's unvested equity awards will be forfeited as of the date of his termination.
Other 2008 Named Executive Officers
On April 21, 2008, we entered into an employment agreement with Mr. Dowd, our Executive Vice President of Store Operations and
Development. On May 27, 2008, we entered into an employment agreement with Mr. Locke, our Senior Vice President of Manufacturing. The
employment agreements for Messrs. Dowd and Locke were amended, effective January 1, 2009, to comply with Section 409A of the Internal
Revenue Code of 1986, as amended.
The employment agreements for Messrs. Dowd and Locke contain substantially the same terms. Each agreement provides for a two-year
term with automatic one-year renewals thereafter unless we or Messrs. Dowd or Locke, respectively, provide at least 30 days' advance notice
of termination. Messrs. Dowd and Locke are entitled to a base salary in the amount of $320,000 and $260,000, respectively, in each case
subject to annual review by the Company Board or the Compensation Committee. The employment agreements also entitle Messrs. Dowd and
Locke to annual performance bonuses 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 Named Executive Officers.
The employment agreements for Messrs. Dowd and Locke also provide for certain benefits upon termination of employment. Upon death or
disability, Messrs. Dowd and Locke (or their estates) are entitled 145