GNC 2010 Annual Report Download - page 168

Table of Contents
of the 2009 Named Executive Officers would have been subject to a reduction payment if their employment had been terminated at the time of
a December 31, 2009 change in control or on December 31, 2009 in anticipation of a change in control or a change in control without an
employment termination. For purposes of calculating any hypothetical reduction payment as a result of change in control payments, we have
assumed that the change in control payments for any of the 2009 Named Executive Officers would have included the amount of 2009 annual
incentive compensation, and the value of any options granted in 2009. To the extent any of these amounts were paid prior to December 31,
2009, they are not reflected in the tables above. The calculation of the payment reduction amounts does not include a valuation of the non-
competition covenant in the 2009 Named Executive Officer's employment agreements. A portion of the severance payments payable to the
2009 Named Executive Officers may be attributable to reasonable compensation for the non-competition covenant and could eliminate or
reduce the reduction amount.
The employment agreements for Mr. Fortunato and Ms. Kaplan provide for accelerated vesting of stock options on a change in control.
The 2007 Stock Plan provides that, in the event of a change in control, unvested stock options generally may be fully vested, cancelled for fair
value or substituted for awards that substantially preserve the applicable terms of the stock options. We have assumed for purposes of the
table that upon a change in control of the Company, Messrs. Nuzzo's, Dowd's and Stubenhofer's unvested stock options would be substituted
for awards that substantially preserve the applicable terms of the stock options. In the event that in the exercise of discretion by the
Compensation Committee, Messrs. Nuzzo's, Dowd's and Stubenhofer's unvested stock options would have become vested in connection with a
change in control on December 31, 2009, the value of their vested options as of such would have been: Mr. Nuzzo — $—; Mr. Dowd —
$337,500; and Mr. Stubenhofer — $93,750.
Finally, although there is no requirement to do so or guarantee that it would have been paid, we have assumed that, in the exercise of
discretion by the Compensation Committee, the 2009 Named Executive Officers would have been paid their prorated annual incentive
compensation for the year in which their employment was terminated based on a hypothetical termination date of the end of that year, other
than in the case of voluntary termination without good reason or a termination by the Company for cause.
Upon a termination of employment on December 31, 2009, the shares of our Parent's common stock owned by 2009 Named Executive
Officers other than Mr. Fortunato and Ms. Kaplan would have been subject to repurchase by us or our designee for a period of 180 days
(270 days upon termination because of death or disability) following the termination based on fair value as determined by the Company Board.
Director Compensation
Pursuant to our director compensation policy, effective as of August 15, 2007, we compensate our directors as follows: (i) our non-
employee chairman receives an annual retainer of $200,000 and (ii) our non-employee directors receive an annual retainer of $40,000.
Directors are not entitled to any additional cash compensation such as fees for attending meetings. However, each non-employee director is
entitled to receive a grant of non-qualified stock options to purchase a minimum of 36,176 shares of Parent's common stock. Any director or
chairman who is employed by ACOF, OTPP and other purchasers in connection with the Merger is not entitled to any retainers or stock option
grants.
The table below sets forth information with respect to compensation for our directors for 2009.
Norman Axelrod, David B. Kaplan, Jeffery B. Schwartz, Lee Sienna, Josef Prosperi and Michele J. Buchignani were each appointed as
members of the Company Board effective as of March 16, 2007. As stated above, any employee employed by ACOF or OTPP is not entitled to
any additional compensation for serving as director. Accordingly, Messrs. Kaplan, Schwartz, Sienna and Prosperi and Ms. Buchignani are not
listed in the table below. On May 14, 2009, Andrew Claerhout and Romeo Leemrijse were elected to fill vacancies created by the resignations
of Mr. Sienna and Ms. Buchignani. Mr. Prosperi also resigned effective July 29, 2009.
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