GNC 2010 Annual Report Download - page 162

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• theft, embezzlement or fraud in connection with the performance of duties;
• engaging in any activity that gives rise to a material conflict of interest with the Company;
• misappropriation by the executive of any material business opportunity of the Company;
• any failure to comply with, observe or carry out the Company's or the Company Board's rules, regulations, policies or codes of ethics or
conduct;
• substance abuse or illegal use of drugs that, in the reasonable judgment of the Company Board, impairs the executive's performance
or causes or is likely to cause harm or embarrassment to the Company; or
• engagement in conduct that the executive knows or should know is injurious to the Company.
For purposes of the employment agreements, "good reason" generally means, without the executive's prior written consent:
• the Company's failure to comply with material obligations under his employment agreement;
• a change of the executive's position; or
• a material reduction in the executive's base salary.
For purposes of the employment agreements, "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 the executive's employment agreement,
unless approved by (i) 2/3 of the members of the Parent Board on the effective date of the executive's employment agreement or
(ii) members nominated by such members;
• 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.
Under all circumstances, all of Messrs. Nuzzo's, Dowd's and Stubenhofer's unvested equity awards will be forfeited as of the date of the
executive's termination. 156