GNC 2011 Annual Report Download - page 139

Table of Contents
2007 Stock Plan, and (ii) 12,750 shares of our Parent's Series A preferred stock on terms consistent with the 2007 Stock Plan, which vest upon the first and
second anniversaries of the commencement of his employment and have exercise periods of seven days. See " — Employment Agreements with our Named
Executive Officers — Other Named Executive Officers" below for more information regarding the stock options granted in connection with the
commencement of Mr. Berg's employment.
The Compensation Committee determines stock option grant awards in accordance with the Named Executive Officer's performance and level of
position. Our management hierarchy is as follows: Chief Executive Officer, President, Executive Vice President, Senior Vice President, and Vice President.
All stock option grants to executive officers are determined by the Compensation Committee. Since January 2008, we have consistently applied the following
ranges of stock option grants for individuals at the various levels:
Chief Executive Officer: 1,000,000 shares (minimum level)
President: 750,000 shares (minimum level)
Executive Vice President: 300,000 to 350,000 shares
Senior Vice President: 70,000 to 135,000 shares
Vice President: 20,000 to 30,000 shares
Within a given range, the size of the stock option award is determined based on the executive officer's duties and our interest in attracting, retaining and
providing significant incentives for the executive officer.
We seek to provide employees, including all executive officers, with overall compensation and incentive packages that are commensurate with their
respective functions and levels of seniority, and that are competitive within the retail industry. The Compensation Committee has determined that the
foregoing grant levels are appropriate within the overall compensation and incentive package applicable to the various officer positions.
As the Chief Executive Officer and President are unique offices, each filled by a single individual, the Compensation Committee has established
minimum stock grant levels. This enables the Compensation Committee to craft a total compensation package necessary to attract and retain individuals in
these positions. All of our other officer level positions have multiple individuals who share the same title and level.
When considering Mr. Berg's promotion to Chief Operating Officer, the Compensation Committee determined to grant him options in excess of our
other Executive Vice Presidents but in a manner consistent with the practices described above. Mr. Berg's incentive package was designed to be
commensurate with the responsibilities and level of seniority accompanying his new position.
Stock option grant awards made at the time of the Merger were based, in part, on the length of service and performance of the Named Executive Officer
through the date of the Merger. Following the Merger, stock option grant awards have been made at or about the time that a Named Executive Officer began
service with us or was promoted. Since a Named Executive Officer generally has little or no record of service prior to receiving stock option grant awards,
elements of individual performance are not taken into account when making such stock option grant awards. To the extent that the Compensation Committee
or the Parent Board determines, at a future date, that it is appropriate to grant stock option awards to executive officers based on performance, the
Compensation Committee or the Parent Board, as applicable, will establish standards for making such awards at that time.
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