GNC 2010 Annual Report Download - page 158

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If such termination occurs in anticipation of or during the two-year period following a change in control, or within six months prior to or at any
time following the completion of an initial public offering of our Parent's common stock, the multiple of base salary and annualized perquisites
and of average annual bonus will increase from two times to three times. A termination of Mr. Fortunato's employment will be deemed to have
been in anticipation of a change in control if such termination occurs at any time from and after the period beginning six months prior to a
change in control and such termination occurs (i) after we or our Parent enter into a definitive agreement that provides for a change in control or
(ii) at the request of an unrelated third party who has taken steps reasonably calculated to effect a change in control.
For purposes of Mr. Fortunato's employment agreement, "cause" generally means any of the following events as determined in good faith by a
2/3 vote of the Parent Board, Mr. Fortunato's:
• conviction of, or plea of nolo contendere to, a crime which constitutes a felony;
• willful disloyalty or deliberate dishonesty with respect to the Company or our Parent that is injurious to our or our Parent's
financial condition, business or reputation;
• commission of an act of fraud or embezzlement against us or our Parent;
• material breach of any provision of his employment agreement or any other written contract or agreement with us or our
Parent that is not cured; or
• willful and continued failure to materially perform his duties or his continued failure to substantially perform duties requested or
prescribed by the Parent Board or the Company Board which is not cured.
For purposes of Mr. Fortunato's employment agreement, "good reason" generally means, without Mr. Fortunato's consent:
• our failure to comply with any material provision of his employment agreement which is not cured;
• a material adverse change in his responsibilities, duties or authority which, in the aggregate, causes his positions to have less
responsibility or authority;
• removal from his current positions or failure to elect (or appoint) him to, or removal of him from the Parent Board or the
Company Board;
• a material reduction in his base salary; or
• a relocation of his principal place of business of more than 75 miles.
For purposes of Mr. Fortunato's employment agreement, "change in control" generally means:
• an acquisition representing 50% or more of either our Parent's common stock or the combined voting power of the securities
of our Parent entitled to vote generally in the election of the Parent Board;
• a change in 2/3 of the members of Parent Board from the members on the effective date of his employment agreement,
unless approved by (i) 2/3 of the members of the Parent Board on the effective date of his employment agreement or
(ii) members nominated by such members; 152