GNC 2009 Annual Report Download - page 175

and procedures in effect from time to time for the payment of salaries to executive officers of Centers, but in no event less frequently than
monthly.
3.2 Bonus. During the Employment Period, the Executive shall be eligible to receive from Centers an annual performance bonus (the
"Annual Bonus"), which shall have a target of seventy-five percent (75%) of Base Salary with a maximum of one hundred and twenty-five
percent (125%) of Base Salary if Centers exceeds the annual goals for the applicable year. Such annual goals shall be determined by the
Holdings Board (or the Compensation Committee) in good faith consultation with the Executive. The Holdings Board (or the Compensation
Committee) may determine to provide the Executive with any other additional bonus from time to time in its sole discretion. Any Annual Bonus
earned, and any other discretionary bonus awarded if applicable, shall be payable in full no later than March 15 of the year following the year
the bonus is earned, and in accordance with Centers' normal payroll practices and procedures. The Annual Bonus shall be based on the
achievement of corporate and personal goals and objectives established under the terms of a plan to be developed jointly in good faith by GNC
and the Executive (the "Plan"). The Plan will establish financial objectives and financial goals related to Centers. Except as otherwise expressly
provided in Section 4, any Annual Bonus (or portion thereof) payable under this Section 3.2 shall be contingent on the Executive's continued
employment with Centers through the date such payment is determined and becomes payable under the terms of the Plan.
3.3 Expenses. During the Employment Period, in addition to any amounts to which the Executive may be entitled pursuant to the other
provisions of this Agreement, Centers shall reimburse the Executive for all reasonable and necessary expenses incurred by the Executive in
performing the Executive's duties hereunder on behalf of GNC or its Affiliates, subject to, and consistent with, Centers' policies for executive
officer expense payment and reimbursement, in effect from time to time.
3.4 Fringe Benefits. During the Employment Period, in addition to any amounts to which the Executive may be entitled pursuant to the
other provisions of this Agreement, the Executive shall be entitled to participate in, and to receive benefits under, (a) any benefit plans,
arrangements, or policies made available by Centers to its executive officers generally, subject to and on a basis consistent with the terms,
conditions, and overall administration of each such plan, arrangement or policy and (b) without limiting the foregoing, the benefits set forth on
Exhibit B attached hereto (with items 6 through 13 listed on Exhibit B being referred to herein as the "Perquisites").
3.5 Equity Interests.
(a) On the Effective Date, the Executive shall be permitted to and shall purchase a number of shares of Holdings Class A Common
Stock, par value $0.001 per share ("Holdings Common Stock"), and Holdings preferred stock, par value $0.001 per share (together with
Holdings Common Stock, the "Holdings Stock"), pursuant to the terms and conditions of that certain Contribution and Exchange Agreement
dated as of the date hereof.
(b) On the Effective Date, the Executive shall receive an award of options to purchase the number of shares of Holdings Common Stock
equal to 2.63% of the Holdings 3