GNC 2009 Annual Report Download - page 211

Exhibit 10.17.2
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AMENDMENT ("Amendment") made as of this 3rd day of March, 2009 to the Employment Agreement dated as of December 19, 2007 (the
"Employment Agreement"), 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 Beth
J. Kaplan (the "Executive").
WHEREAS, the Company and the Executive have previously entered into the Employment Agreement; and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement in a manner intended to comply with
Section 409A of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, effective as of January 1, 2009, the Employment Agreement is hereby amended as follows:
1. The third sentence of Section 3.2 of the Employment Agreement is hereby amended in its entirety as follows:
"Any Annual Bonus earned 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."
2. Section 4.2(b)(i) of the Employment Agreement is hereby amended in its entirety as follows:
"(i) Centers shall pay to the Executive, or to the Executive's guardian or personal representative, as the case may be, (A) any accrued but
unpaid Base Salary paid in accordance with Centers' normal payroll practices and procedures, (B) any accrued but unpaid Annual Bonus,
if any, with respect to the fiscal year prior to the year in which termination occurs, paid in accordance with section 3.2 (the "Accrued
Bonus"), (C) a lump sum payment for any accrued but unpaid Perquisites within 30 days of termination, (D) a lump sum payment for any
accrued vacation within 30 days of termination, and (E) reimbursement of expenses in accordance with Section 3.3 (collectively, "Accrued
Obligations");"