GNC 2010 Annual Report Download - page 154

Table of Contents
Option Repricing
On May 14, 2009, the Compensation Committee approved a change to the exercise prices of non-qualified stock options to purchase
shares of Class A common stock of the Company, par value $0.001, that were previously granted to Mr. Nuzzo on October 21, 2008. The
Compensation Committee determined that, as of May 14, 2009, the exercise prices of the options were substantially greater than the fair
market value of the common stock. In order to preserve the incentive intended to be afforded by the grant of stock options, the Compensation
Committee repriced the exercise prices of 150,000 of Mr. Nuzzo's stock options from $9.57 to $7.70 per share and an additional 150,000 of
Mr. Nuzzo's stock options from $14.35 to $11.55 per share. Such repricings were approved by our stockholders and were structured in a way
intended to comply with Section 409A of the Internal Revenue Code. All other terms of the stock options remain unchanged.
Grants of Plan-Based Awards
The following table sets forth information concerning awards under the Company's non-equity incentive plans granted to each of the 2009
Named Executive Officers during the fiscal year ended December 31, 2009. Assumptions used in the calculation of certain dollar amounts are
included in Note 18 under the heading "Stock-Based Compensation Plans" of the Notes to the Company's Consolidated Financial Statements
included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
All Other
Option
Awards:
Number Grant Date
Estimated Possible Payouts under Non-equity of Exercise or Fair Value of Stock
Incentive Plan Awards (1) Securities Base Price and
Threshold Threshold Underlying of Option Option
Grant #1 #2 Target Maximum Options Awards Awards
Name Date ($) ($) ($) ($) (#) ($/Sh) ($)
Joseph Fortunato — 212,850 425,700 645,000 1,075,000 — — —
Beth J. Kaplan — 172,298 344,597 522,116 870,193 — — —
Michael M. Nuzzo — 59,400 118,800 180,000 400,000 — — —
May 14, 2009 — — — — 150,000 7.70 277,306(2)
May 14, 2009 — — — — 150,000 11.55 276,136(3)
Thomas Dowd — 49,028 98,056 148,569 330,154 — — —
Gerald Stubenhofer — 38,849 77,698 117,724 220,733 — — —
(1) The amounts represent the threshold, target and maximum potential amounts that might have been payable based on the targets
approved for the 2009 Named Executive Officers under the 2009 Incentive Plan. See "Compensation Discussion and Analysis—How We
Chose Amounts and/or Formulas for Each Element" for more information regarding the thresholds under the 2009 Incentive Plan. See
"Summary Compensation Table—Non-Equity Incentive Plan Compensation" and footnote 3 to the Summary Compensation Table for
information regarding the actual amounts paid in February 2010 to the 2009 Named Executive Officers under the 2009 Incentive Plan.
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