GNC 2009 Annual Report Download - page 153

Table of Contents
• 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 Messrs. Dowd's and Locke's unvested equity awards will be forfeited as of the date of the executive's
termination.
Former Interim Chief Financial Officer
On March 14, 2008, following the termination of the employment of our former Chief Financial Officer, Curtis J. Larrimer, our Senior Vice
President and Treasurer, Mr. Fox, was appointed Interim Chief Financial Officer. On September 30, 2008, Mr. Fox was succeeded in his role as
Interim Chief Financial Officer by Mr. Nuzzo, but continues to serve as Senior Vice President and Treasurer.
We are not party to an employment agreement with Mr. Fox. In 2008, Mr. Fox was entitled to a base salary and, pursuant to the 2008
Incentive Plan, an annual performance bonus as determined by the Compensation Committee. As described in "Compensation Discussion and
Analysis," the Compensation Committee has adopted annual incentive plans setting forth target and maximum bonus amount and performance
goals at various thresholds.
Mr. Fox is also entitled to employee benefits generally available to all employees, as well as benefits generally available to our executive
officers. In addition, Mr. Fox receives certain perquisites, including insurance, parking and additional cash compensation to meet specific goals,
such as a car allowance and professional assistance. Mr. Fox is also eligible to participate in our non-qualified deferred compensation plan
available to executive officers. See "Non-qualified Deferred Compensation."
All of Mr. Fox's unvested equity awards will be forfeited in the event, and as of the date of, his termination.
General
The employment agreements for all of our 2008 Named Executive Officers contain:
• terms of confidentiality concerning trade secrets and confidential or proprietary information which may not be disclosed by the
executive except as required by court order or applicable law; and
• certain non-competition and non-solicitation provisions which restrict the executive and certain relatives from engaging in activities
against our interests or those of our parent companies during the term of employment and, in the case of Mr. Fortunato and
Ms. Kaplan, eighteen months following the termination of employment, and in the case of the other 2008 Named Executive Officers,
for the longer of the first anniversary of the date of termination of employment or the period during which the executive receives
termination payments. 147