GNC 2009 Annual Report Download - page 173

Exhibit 10.15
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of February 16, 2009, and effective
as of January 1, 2009, by and among GNC Acquisition Holdings Inc., a Delaware corporation ("Holdings"), General Nutrition Centers, Inc., a
Delaware corporation and wholly owned subsidiary of Holdings ("Centers," and together with Holdings, referred to herein as "GNC"), and
Joseph M. Fortunato (the "Executive").
WHEREAS, Holdings, Centers and the Executive have previously entered into the Employment Agreement, dated as of March 16, 2007 (the
"Effective Date"), as amended as of April 7, 2007 (the "Original Employment Agreement"); and
WHEREAS, the Company and the Executive desire to amend and restate the Original Employment Agreement in a manner intended to
comply with Section 409A of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Employment of the Executive; Duties.
1.1 Title. During the Employment Period (as defined in Section 2.2 hereof), the Executive shall serve as (a) Chief Executive Officer of
Centers and (b) Chief Executive Officer of Holdings.
1.2 Duties. During the Employment Period, the Executive shall do and perform all services and acts necessary or advisable to fulfill the
duties and responsibilities of the Executive's positions and shall render such services on the terms set forth herein. In addition, the Executive
shall have such other executive and managerial powers and duties as may be reasonably assigned to the Executive by the Board of Directors
of Centers (the "Centers Board") or the Board of Directors of Holdings (the "Holdings Board"), as applicable, commensurate with the
Executive's positions. The Executive shall report solely and directly to the Holdings Board. The Executive's duties, titles and responsibilities
shall not be changed materially at any time without his consent (other than during any period where the Executive is incapacitated due to
physical or mental illness). Except for sick leave, reasonable vacations, excused leaves of absence, or as otherwise provided in this
Agreement, the Executive shall, throughout the Employment Period, devote substantially all the Executive's working time, attention, knowledge
and skills faithfully, and to the best of the Executive's ability, to the duties and responsibilities of the Executive's positions in furtherance of the
business affairs and activities of GNC and its Affiliates (as defined in Section 5.4(a)). Notwithstanding the foregoing, the Executive is permitted,
to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create
an adverse business conflict with any Company Party (as defined in Section 5.4(b)), to (a) manage his personal, financial, and legal affairs,
(b) serve on civic or charitable boards or committees (it being understood that his