GNC 2011 Annual Report Download - page 151

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assuming he had continued employment during the calendar year in which termination occurs and for the year following such termination.
If Mr. Fortunato's employment is terminated without cause, he resigns for good reason or we decline to renew the employment term for reasons other
than those that would constitute cause after the initial five-year employment term, then, subject to Mr. Fortunato's execution of a release, we will be required
to pay him:
a lump sum payment in the amount of two times his base salary and the annualized value of his perquisites;
a lump sum payment in the amount of two times his average annual bonus paid or payable with respect to the most recent three fiscal years;
We will also pay the monthly cost of COBRA coverage for Mr. Fortunato to the same extent we paid for such coverage prior to the termination date for the
period permitted by COBRA or until Mr. Fortunato obtains other employment offering substantially similar or improved group health benefits. In addition,
Mr. Fortunato's outstanding stock options will vest and restrictions on restricted stock awards will lapse if they would have otherwise done so in the
24 months following the termination had Mr. Fortunato continued to be employed (36 months if such termination occurs in anticipation of a change in control,
or within the six months prior to, or at any time following, an initial public offering of our Parent's Class A common stock).
If such termination occurs in anticipation of or during the two-year period following a change in control, or within six months prior to or at any time
following the completion of an initial public offering of our Parent's Class A common stock, the multiple of base salary and annualized perquisites and of
average annual bonus will increase from two times to three times. A termination of Mr. Fortunato's employment will be deemed to have been in anticipation
of a change in control if such termination occurs at any time from and after the period beginning six months prior to a change in control and such termination
occurs (i) after we enter into a definitive agreement that provides for a change in control or (ii) at the request of an unrelated third party who has taken steps
reasonably calculated to effect a change in control.
For purposes of Mr. Fortunato's employment agreement, "cause" generally means any of the following events as determined in good faith by a 2/3 vote
of the Parent Board, Mr. Fortunato's:
conviction of, or plea of nolo contendere to, a crime which constitutes a felony;
willful disloyalty or deliberate dishonesty with respect to us or our Parent that is injurious to our or our Parent's financial condition, business or
reputation;
commission of an act of fraud or embezzlement against us or our Parent;
material breach of any provision of his employment agreement or any other written contract or agreement with us or our Parent that is not cured;
or
willful and continued failure to materially perform his duties or his continued failure to substantially perform duties requested or prescribed by
our board of directors or the Parent Board which is not cured.
For purposes of Mr. Fortunato's employment agreement, "good reason" generally means, without Mr. Fortunato's consent:
our failure to comply with any material provision of his employment agreement which is not cured;
a material adverse change in his responsibilities, duties or authority which, in the aggregate, causes his positions to have less responsibility or
authority;
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