GNC 2010 Annual Report Download - page 167

Table of Contents
Thomas Dowd
Termination w/o
cause or for
Good Reason
Termination w/o within 6 Months
cause or for after a Change in Voluntary Death or Change of
Good Reason Control Termination Disability Control
Benefit ($) ($) ($) ($) ($)
Base Salary Continuation 164,800 659,200 — 100,235 —
Pro Rata Bonus 276,669 276,669 — 276,669 —
Health & Welfare Benefits 2,930 17,578 — — —
Accelerated Vesting of Stock Options — — — — —
Payment Reduction — — — — —
Net Value 444,399 953,447 — 376,904 —
Gerald Stubenhofer
Termination w/o
cause or for
Good Reason
Termination w/o within 6 Months
cause or for after a Change Voluntary Death or Change of
Good Reason in Control Termination Disability Control
Benefit ($) ($) ($) ($) ($)
Base Salary Continuation 240,000 640,000 — 240,000 —
Pro Rata Bonus 190,418 190,418 — 190,418 —
Health & Welfare Benefits 13,183 17,578 — — —
Accelerated Vesting of Stock Options — — — — —
Payment Reduction — — — — —
Net Value 443,601 847,996 — 430,418 —
We have employment agreements with our 2009 Named Executive Officers. See "Employment Agreements with Our 2009 Named
Executive Officers" for a description of the severance and change in control benefits provided under these employment agreement.
The employment agreements provide that if any payment would have been subject to or result in the imposition of the excise tax imposed
by Code Section 4999, then the amount of such payment or payments would have been reduced to the highest amount that may be paid by us
without subjecting such payment to the excise tax. Mr. Fortunato's and Ms. Kaplan's employment agreements provide that the reduction will not
apply if he would, on a net after-tax basis, receive less compensation than if the payment were not so reduced. Based on a hypothetical change
in control on December 31, 2009, none 161