GNC 2011 Annual Report Download - page 152

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removal from his current positions or failure to elect (or appoint) him to, or removal of him from our board of directors or the Parent Board;
a material reduction in his base salary; or
a relocation of his principal place of business of more than 75 miles.
For purposes of Mr. Fortunato's employment agreement, "change in control" generally means:
an acquisition representing 50% or more of either our Parent's common stock or the combined voting power of our Parent's securities entitled to
vote generally in the election of the Parent Board;
a change in 2/3 of the members of the Parent Board from the members on the effective date of his employment agreement, unless approved by
(i) 2/3 of the members of the Parent Board on the effective date of his employment agreement or (ii) members nominated by such members;
the approval by our Parent's stockholders of (i) a complete liquidation or dissolution of us or our Parent or (ii) the sale or other disposition (other
than a merger or consolidation) of all or substantially all of our Parent's or its subsidiaries' assets; or
we cease to be a direct or indirect wholly owned subsidiary of our Parent.
President and Chief Merchandising and Marketing Officer
On December 19, 2007, we entered into an employment agreement with Ms. Kaplan in connection with her appointment as President and Chief
Merchandising and Marketing Officer. The employment agreement was amended, effective January 1, 2009, to comply with Code Section 409A. The
employment agreement provides for an employment term through January 2, 2010, subject to automatic one-year renewals unless we or Ms. Kaplan provides
at least one-year's advance notice and an annual base salary of not less than $675,000, subject to certain upward adjustments. Effective January 1, 2011, the
Compensation Committee granted Ms. Kaplan a merit-based increase in her annual base salary to $737,480. Ms. Kaplan is also entitled to an annual
performance bonus with a target bonus of 75% and a maximum bonus of 125% of her annual base salary, based upon the attainment of certain goals
established jointly in good faith by the Chief Executive Officer and Ms. Kaplan. The employment agreement also provides that Ms. Kaplan will receive
certain fringe benefits and perquisites similar to those provided to our other executive officers. Upon a change in control, all of Ms. Kaplan's stock options
will fully vest and become immediately exercisable and all restrictions with respect to restricted stock, if any, granted to Ms. Kaplan will lapse.
Upon Ms. Kaplan's death or total disability, we will be required to pay her (or her guardian or personal representative):
a lump sum equal to her base salary plus the annualized value of her perquisites; and
a prorated share of the annual bonus she would have received had she worked the full year, provided bonus targets are met for such year.
We will also pay the monthly cost of COBRA coverage for Ms. Kaplan to the same extent we paid for such coverage prior to the termination date for
the period permitted by COBRA or, in the case of disability, until Ms. Kaplan obtains other employment offering substantially similar or improved group
health benefits. In addition, Ms. Kaplan's outstanding stock options will vest and restrictions on restricted stock awards will lapse as of the date of termination,
in each case, assuming she had continued employment during the calendar year in which termination occurs and for the year following such termination.
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