GNC 2011 Annual Report Download - page 141

Table of Contents
business reasons in an annual amount equal to $15,000, plus an allowance for membership fees of an annual amount equal to $10,000 for a business club; and
first class air travel for all business trips. The fringe benefits package for our Chief Operating Officer included reimbursement for up to $3,500 per month for
certain temporary housing and travel expenses during the first year of his employment. In lieu of the individual allowances set forth above for our Named
Executive Officers, our President receives $50,000 of additional fringe benefits to cover professional assistance, supplemental retirement, financial planning
and automotive expenses, as well as reimbursement for housing and travel expenses.
Under certain circumstances, management may recommend and the Compensation Committee may approve more limited benefits or additional
benefits, such as relocation expenses for new executives. Benefits and perquisites may be limited or expanded based on the needs of an executive officer or
the circumstances of such executive officer's employment. For example, parking allowances are provided only to those executive officers whose places of
employment require parking licenses, and housing allowances are provided only to our most senior executives, and only after each of management and the
compensation committee has determined that such benefits are necessary to attract, retain or enhance the performance of the executive.
While the Compensation Committee may, in its discretion, revise, amend or add to Named Executive Officers' benefits if it deems it advisable, we have
no current plans to change the levels of benefits currently provided to our Named Executive Officers. We annually review these fringe benefits and make
adjustments as warranted based on competitive practices, our performance and the individual's responsibilities and performance. The Compensation
Committee has approved these other benefits as a reasonable component of our executive compensation program. Please see the "All Other Compensation"
column in the Summary Compensation Table for further information regarding these fringe benefits.
We also maintain a 401(k) plan for eligible employees that permits each participant to make voluntary pre-tax contributions and provides that we may
make matching contributions; however, none of our current Named Executive Officers are currently eligible to participate in the 401(k) plan.
We maintain the GNC Live Well Later Non-qualified Deferred Compensation Plan for the benefit of a select group of management or highly
compensated employees. Under the deferred compensation plan, certain eligible employees may elect to defer a portion of his or her future compensation
under the plan by electing such deferral prior to the beginning of the calendar year during which the deferral amount would be earned. Mr. Dowd is the only
Named Executive Officer who made contributions to the plan in 2010. Please see " — Non-qualified Deferred Compensation" for more information regarding
the non-qualified deferred compensation plan.
Employment Agreements and Severance Compensation. We have employment agreements with all of our Named Executive Officers. Please see " —
Employment Agreements with our Named Executive Officers" for more information regarding the employment agreements with our Named Executive
Officers as in effect in 2010, and " — Potential Termination or Change-in-Control Payments" for more information regarding termination and payments made
in connection with a change in control. We will continue to determine appropriate employment agreement and severance packages for our Named Executive
Officers in a manner that we believe will attract and retain qualified executive officers.
Call Agreements. Our Parent has entered into a call agreement with each of our executive officers who acquired shares of our Parent's Class A
common stock and Series A preferred stock in connection with the Merger, including Messrs. Fortunato and Dowd. Pursuant to the call agreements, our
Parent has an option, upon termination of the executive officer's employment, to repurchase all or a portion of the shares of our Parent's Class A common
stock and Series A preferred stock acquired by the executive officer in connection with the Merger within 180 days of
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