GNC 2010 Annual Report Download - page 161

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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.
Other 2009 Named Executive Officers
On October 31, 2008, we entered into an employment agreement with Mr. Nuzzo in connection with his appointment as Executive Vice
President and Chief Financial Officer. On April 21, 2008, we entered into an employment agreement with Mr. Dowd, our Executive Vice
President of Store Operations and Development, and on October 1, 2007, we entered into an employment agreement with Mr. Stubenhofer, our
Senior Vice President Chief Legal Officer and Secretary. These employment agreements were amended, effective January 1, 2009, to comply
with Code Section 409A.
The employment agreements contain substantially the same terms. Each agreement provides for a two-year term with automatic one-
year renewals thereafter unless we or the executive provide at least 30 days' advance notice of termination. Pursuant to their employment
agreements, Messrs. Nuzzo, Dowd and Stubenhofer are entitled to a base salary in the amount equal to $400,000, $320,000 and $275,000,
respectively, in each case subject to annual review by the Company Board or the Compensation Committee. Effective December 6, 2009, the
Compensation Committee granted Messrs. Nuzzo and Dowd merit-based increases in their annual base salaries to $409,400 and $350,000,
respectively. Effective October 29, 2009, the Compensation Committee granted Mr. Stubenhofer a merit-based increase in his annual base
salary to $320,000. The employment agreements also entitle the executives to annual performance bonuses payable if we exceed the annual
goals determined by the Company Board or the Compensation Committee, and to certain fringe benefits and perquisites similar to those
provided to our other executive officers.
The employment agreements also provide for certain benefits upon termination of employment. Upon death or disability, the executives
(or their estates) are entitled to their current base salary for the remainder of the employment period, and, subject to the discretion of the
Company Board or the Compensation Committee, a pro rata share of the annual bonus based on actual employment, provided bonus targets
are met. Upon termination of employment by us without cause or voluntarily by the executive for good reason, subject to the execution of a
written release, the executive is also entitled to:
• salary continuation generally for the remainder of the agreement term (unless the termination occurs during the initial term in which
case, Mr. Nuzzo is entitled to salary continuation for one year and Mr. Dowd is entitled to salary continuation for six months), or two
years if the termination occurs upon or within six months following a change in control;
• subject to the discretion of the Company Board or the Compensation Committee, a pro rata share of the annual bonus based on actual
employment; and
• reimbursement for any portion of the monthly cost of COBRA coverage that exceeds the amount of monthly health insurance premium
(with respect to the executive's coverage and any eligible dependent coverage) payable by the executive immediately prior to such
termination, such reimbursements to continue through the expiration of the agreement term or the severance period.
For purposes of the employment agreements, "cause" generally means the executive's:
• failure to comply with any obligation imposed by his employment agreement;
• being indicted for any felony or any misdemeanor that causes or is likely to cause harm or embarrassment to the Company, in the
reasonable judgment of the board; 155