GNC 2009 Annual Report Download - page 152

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to the executive's 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 Messrs. Dowd or Locke for good reason, subject to the execution of a written release, the executive 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 Messrs. Dowd's and Locke's employment agreements, "cause" generally means the executive's:
• 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;
• any failure to comply with, observe or carry out the Company's or the 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 executive knows or should know is injurious to the company.
For purposes of Messrs. Dowd's and Locke's employment agreements, "good reason" generally means, without the executive's 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 Messrs. Dowd's and Locke's employment agreements, "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;
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