GNC 2011 Annual Report Download - page 154

Table of Contents
our failure to appoint her Chief Executive Officer in the event Mr. Fortunato ceases to serve as Chief Executive Officer of us or our Parent.
For purposes of Ms. Kaplan'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 of 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 her employment agreement, unless approved by
(i) 2/3 of the members of the Parent Board on the effective date of her 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.
Other Named Executive Officers
On October 31, 2008, we entered into an employment agreement with Mr. Nuzzo in connection with his appointment as Executive Vice President and
Chief Financial Officer. On April 21, 2008, we entered into an employment agreement with Mr. Dowd, our Executive Vice President of Store Operations and
Development. These employment agreements were amended, effective January 1, 2009, to comply with Code Section 409A. On June 1, 2009, we entered into
an employment agreement with Mr. Berg, our Chief Operating Officer and Executive Vice President, Global Business Development.
Except as described below, the employment agreements contain substantially the same terms. Each agreement provides for a two-year term with
automatic one-year renewals thereafter unless we or the executive provides at least 30 days' advance notice of termination. Pursuant to their employment
agreements, Messrs. Nuzzo, Dowd and Berg are entitled to a base salary in the amount equal to $400,000, $320,000 and $400,000, respectively, in each case
subject to annual review by the Parent Board or the Compensation Committee. Effective January 2011, the Compensation Committee granted Messrs. Nuzzo,
Dowd and Berg merit-based increases in their annual base salaries to $421,682, $360,500 and $463,500, respectively. Effective May 13, 2010, the
Compensation Committee granted Mr. Berg an option to purchase up to 125,000 shares of our Parent's Class A common stock pursuant to the 2007 Stock
Plan in connection with his promotion to Chief Operating Officer. The employment agreements also entitle the executives to annual performance bonuses
payable if we exceed the annual goals determined by the Parent Board or the Compensation Committee, and to certain fringe benefits and perquisites similar
to those provided to our other executive officers.
The employment agreements also provide for certain benefits upon termination of employment. Upon death or disability, the executives (or their
estates) are entitled to their current base salary for the remainder of the employment period, and, subject to the discretion of the Parent Board or the
Compensation Committee, a pro rata share of the annual bonus based on actual employment, provided bonus targets are met. Upon termination of
employment by us without cause or voluntarily by the executive for good reason, subject to the execution of a written release, the executive is also entitled to:
salary continuation generally for the remainder of the agreement term (unless the termination occurs during the initial term in which case,
Mr. Nuzzo is entitled to salary
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