GNC 2011 Annual Report Download - page 153

Table of Contents
If Ms. Kaplan's employment is terminated without cause, she resigns for good reason, or we decline to renew the employment term for reasons other
than those that would constitute cause after the initial two-year employment term, then, subject to Ms. Kaplan's execution of a release:
Ms. Kaplan will receive payment of a lump sum amount equal to 18 months of her base salary;
Ms. Kaplan will receive payment of a lump sum amount equal to her average annual bonus paid or payable with respect to the most recent three
fiscal years; and
Ms. Kaplan will be responsible for payment of the monthly cost of COBRA coverage, but we will reimburse Ms. Kaplan for any portion of the
monthly cost of COBRA coverage that exceeds the amount of monthly health insurance premium (with respect to Ms. Kaplan's coverage and any
eligible dependent coverage) payable by Ms. Kaplan immediately prior to such termination, such reimbursements to continue through the
expiration of the agreement term or the severance period.
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, then Ms. Kaplan will receive payment of a lump sum amount
equal to two times her base salary and the annualized value of her perquisites and the average annual bonus will increase to two times. A termination of
Ms. Kaplan'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 or our Parent 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 Ms. Kaplan's employment agreement, "cause" generally means Ms. Kaplan'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;
material breach of any provision of her 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 her duties or her 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 Ms. Kaplan's employment agreement, "good reason" generally means, without Ms. Kaplan's consent:
our failure to comply with any material provision of her employment agreement which is not cured;
a material adverse change in her responsibilities, duties or authority which, in the aggregate, causes her positions to have less responsibility or
authority;
removal from her current positions or failure to elect (or appoint) her to, or removal of her from, our board of directors or the Parent Board;
a material reduction in her base salary;
a relocation of her principal place of business of more than 100 miles; or
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