GNC 2010 Annual Report Download - page 159

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• the approval by Parent stockholders of (i) a complete liquidation or dissolution of our Parent or the Company or (ii) the sale or
other disposition (other than a merger or consolidation) of all or substantially all of the assets of our Parent and its
subsidiaries; or
• we cease to be a direct or indirect wholly owned subsidiary of our Parent.
President and Chief Merchandising and Marketing Officer
On December 19, 2007, we entered into an employment agreement with Ms. Kaplan in connection with her appointment as President
and Chief Merchandising and Marketing Officer. The employment agreement was amended, effective January 1, 2009, to comply with Code
Section 409A. The employment agreement provides for an employment term through January 2, 2010, subject to automatic one-year renewals
unless we or Ms. Kaplan provide at least one year advance notice and an annual base salary of not less than $675,000, subject to certain
upward adjustments. Effective January 1, 2010, the Compensation Committee granted Ms. Kaplan a merit-based increase in her annual base
salary to $716,000. Ms. Kaplan is also entitled to an annual performance bonus with a target bonus of 75% and a maximum bonus of 125% of
her annual base salary, based upon the attainment of certain goals established jointly in good faith by the Chief Executive Officer and
Ms. Kaplan. The employment agreement also provides that Ms. Kaplan will receive certain fringe benefits and perquisites similar to those
provided to our other executive officers. Upon a change in control, all of Ms. Kaplan's stock options will fully vest and become immediately
exercisable and all restrictions with respect to restricted stock, if any, granted to Ms. Kaplan will lapse.
Upon Ms. Kaplan's death or total disability, we will be required to pay her (or her guardian or personal representative):
• a lump sum equal to her base salary plus the annualized value of her perquisites; and
• a prorated share of the annual bonus she would have received had she worked the full year, provided bonus targets are met
for such year.
We will also pay the monthly cost of COBRA coverage for Ms. Kaplan to the same extent we paid for such coverage prior to the
termination date for the period permitted by COBRA or, in the case of disability, until Ms. Kaplan obtains other employment offering
substantially similar or improved group health benefits. In addition, Ms. Kaplan's outstanding stock options will vest and restrictions on restricted
stock awards will lapse as of the date of termination, in each case, assuming she had continued employment during the calendar year in which
termination occurs and for the year following such termination.
If Ms. Kaplan's employment is terminated without cause, she resigns for good reason, or we decline to renew the employment term for
reasons other than those that would constitute cause after the initial two-year employment term, then, subject to Ms. Kaplan's execution of a
release:
• Ms. Kaplan will receive payment of a lump sum amount equal to 18 months of her base salary;
• Ms. Kaplan will receive payment of a lump sum amount equal to her average annual bonus paid or payable with respect to the most
recent three fiscal years; and
• Ms. Kaplan will be responsible for payment of the monthly cost of COBRA coverage, but we will reimburse Ms. Kaplan for any portion
of the monthly cost of COBRA coverage that exceeds the amount of monthly health insurance premium (with respect to Ms. Kaplan's
coverage and any eligible dependent coverage) payable by Ms. Kaplan immediately prior to such termination, such reimbursements to
continue through the expiration of the agreement term or the severance period.
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