GNC 2010 Annual Report Download - page 160

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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, then Ms. Kaplan will receive payment of a lump sum
amount equal to two times her base salary and the annualized value of her perquisites and the average annual bonus will increase to two
times. A termination of Ms. Kaplan'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 Ms. Kaplan's employment agreement, "cause" generally means Ms. Kaplan'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 her 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 her duties or her continued failure to substantially perform duties requested or
prescribed by the Parent Board or the Company Board which is not cured.
For purposes of Ms. Kaplan's employment agreement, "good reason" generally means, without Ms. Kaplan's consent:
• our failure to comply with any material provision of her employment agreement which is not cured;
• a material adverse change in her responsibilities, duties or authority which, in the aggregate, causes her positions to have less
responsibility or authority;
• removal from her current positions or failure to elect (or appoint) her to, or removal of her from, the Parent Board or the Company
Board;
• a material reduction in her base salary;
• a relocation of her principal place of business of more than 100 miles; or
• our failure to appoint her Chief Executive Officer in the event Mr. Fortunato ceases to serve as Chief Executive Officer of us or our
Parent.
For purposes of Ms. Kaplan'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 her employment agreement, unless
approved by (i) 2/3 of the members of the Parent Board on the effective date of her employment agreement or (ii) members nominated
by such members; 154