GNC 2011 Annual Report Download - page 155

Table of Contents
continuation for one year and Mr. Dowd is entitled to salary continuation for six months), or two years if the termination occurs upon or within six
months following a change in control;
subject to the discretion of the Parent Board or the Compensation Committee, a pro rata share of the annual bonus based on actual employment;
and
reimbursement for any portion of the monthly cost of COBRA coverage that exceeds the amount of monthly health insurance premium (with
respect to the executive's coverage and any eligible dependent coverage) payable by the executive immediately prior to such termination, such
reimbursements to continue through the expiration of the agreement term or the severance period.
For purposes of the employment agreements, "cause" generally means the executive's:
failure to comply with any obligation imposed by his employment agreement;
being indicted for any felony or any misdemeanor that causes or is likely to cause harm or embarrassment to us, in the reasonable judgment of
the Parent Board;
theft, embezzlement or fraud in connection with the performance of duties;
engaging in any activity that gives rise to a material conflict of interest with us;
misappropriation by the executive of any of our material business opportunities;
any failure to comply with, observe or carry out our or the Parent Board's rules, regulations, policies or codes of ethics or conduct;
substance abuse or illegal use of drugs that, in the reasonable judgment of the Parent Board, impairs the executive's performance or causes or is
likely to cause harm or embarrassment to us; or
engagement in conduct that the executive knows or should know is injurious to us.
For purposes of the employment agreements, "good reason" generally means, without the executive's prior written consent:
our failure to comply with material obligations under his employment agreement;
a change of the executive's position;
a material reduction in the executive's base salary; or
with respect to Mr. Berg only, the executive no longer directly reports to the Chief Executive Officer.
For purposes of the employment agreements, "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 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 the executive's employment agreement, unless
approved by (i) 2/3 of the members of the Parent Board on the effective date of the executive's 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.
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