GNC 2009 Annual Report Download - page 154

Table of Contents
Potential Termination or Change-in-Control Payments
The following tables summarize the value of the compensation that certain 2008 Named Executive Officers would have received if they had
terminated employment on December 31, 2008 under the circumstances shown or if we had undergone a change in control on such date. The
tables exclude (1) compensation amounts accrued through December 31, 2008 that would be paid in the normal course of continued
employment, such as accrued but unpaid salary, and (2) vested account balances under our 401(k) Plan that are generally available to all of
our salaried employees. Where applicable, the amounts reflected for the prorated annual incentive compensation in 2008 are the amounts that
were actually paid to the 2008 Named Executive Officers in March 2009 under the 2008 Incentive Plan, since the hypothetical termination date
is the last day of the fiscal year for which the bonus is to be determined.
Where applicable, the information in the tables uses a fair market value per share of $7.05 as of December 31, 2008 for GNC Parent
Corporation's common stock. Since the Merger, the Compensation Committee has used a valuation methodology in which the fair market value
of the common stock is based on our business enterprise value and, in situations deemed appropriate by the Parent Compensation Committee,
may be discounted to reflect the lack of marketability associated with the common stock.
For purposes of calculating any hypothetical reduction payment as a result of change in control payments, we have assumed that the
change in control payments for any of the 2008 Named Executive Officers would have included the amount of 2008 annual incentive
compensation, and the value of any options granted in 2008. To the extent any of these amounts were paid prior to December 31, 2008, they
are not reflected in the tables below.
Chief Executive Officer
Joseph Fortunato
Termination w/o Termination w/o Termination w/o
Cause or for Good Termination w/o Cause or for Good Cause or for Good
Reason or Cause or for Good Reason in Reason in
Non-renewal of the Reason upon a anticipation of a Connection with an Voluntary Death or
Agreement Change in Control Change in Control IPO Termination Disability
Benefit ($) ($) ($) ($) ($) ($)
Lump Sum Base Salary 1,720,000 2,580,000 2,580,000 2,580,000 — 860,000
Lump Sum Annual Incentive Compensation 1,538,563 2,307,845 2,307,845 2,307,845 — 769,282
Lump Sum Annualized Value or Perquisites 144,757 217,136 — — — 72,379
Prorated Annual Incentive Compensation 928,509 928,509 928,509 928,509 — 928,509
Health & Welfare Benefits 14,469 14,469 14,469 14,469 — 14,469
Accelerated Vesting of Stock Options 1,294,449 1,941,673 1,941,673 1,941,673 — 647,224
Payment Reduction — — — — — —
Net Value 5,640,747 7,989,632 7,772,496 7,772,496 — 3,291,863
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