GNC 2011 Annual Report Download - page 157

Table of Contents
The termination and change in control arrangements for our Named Executive Officers and other senior employees are generally based on form
employment agreements. As such, these arrangements generally are uniform and not highly negotiated. The amounts payable in connection with termination
and change in control events are tied to our officers' respective base salaries and annual bonuses, and therefore are proportionately higher for the more senior
and highly compensated officers. Similarly, the termination and change in control arrangements for our Chief Executive Officer and President generally
provide for higher payments than those for other officers. These provisions were negotiated with our most senior officers, and deemed appropriate by the
Compensation Committee, to both attract and retain the individuals and to ensure that their long-term interests are aligned with our long-term interests.
Specifically, the change in control provisions are designed to reflect the expectations of the Parent Board with respect to the manner in which we will be
operated over the life of the employment agreements and to be consistent with our peer companies. Similarly, the termination provisions, which provide for
lump sum payments of salary and bonus, and in some instances, acceleration of stock options, are designed to preserve the value of the long-term
compensation arrangements for Mr. Fortunato and Ms. Kaplan to ensure the continued alignment of their interests with our interests.
Because the amounts payable in connection with termination and change in control events are generally based on the formula set forth in the form
employment agreements, the Compensation Committee does not generally consider the amounts when establishing the compensation of its Named Executive
Officers. The Compensation Committee, together with the Parent Board, established the terms of the foregoing arrangements to address and conform to our
overall compensation objectives in attracting and retaining the caliber of executives that are integral to our growth: market competitiveness; maintaining
management continuity, particularly through periods of uncertainty related to change in control events; providing our key personnel with the assurance of fair
and equitable treatment following a change in management control and other events; and ensuring that management is held to high standards of integrity and
performance.
Chief Executive Officer
Joseph Fortunato
Benefit
Termination
w/o Cause
or for Good
Reason or
Non-renewal
of the
Agreement
($)
Termination
w/o Cause
or for Good
Reason
upon
a Change
in Control
($)
Termination
w/o Cause
or for Good
Reason in
anticipation of
a Change
in Control
($)
Termination
w/o Cause
or for Good
Reason in
Connection
with an IPO
($)
Voluntary
Termination
($)
Death or
Disability
($)
Change in
Control
($)
Lump Sum Base
Salary 1,772,000 2,658,000 2,658,000 2,658,000 — 886,000 —
Lump Sum
Annual
Incentive
Compensation 2,056,393 3,084,589 3,084,589 3,084,589 — — —
Lump Sum
Annualized
Value or
Perquisites 153,432 230,148 230,148 230,148 — 76,716 —
Prorated
Annualized
Incentive
Compensation 1,107,500 1,107,500 1,107,500 1,107,500 — 1,107,500 —
Health &
Welfare
Benefits 11,328 11,328 11,328 11,328 — 11,328 —
Accelerated
Vesting of
Stock Options 4,950,478 4,950,478 4,950,478 4,950,478 — 4,950,478 4,950,478
Payment
Reduction — — — — — — —
Net Value 10,051,131 12,042,043 12,042,043 12,042,043 — 7,032,022 4,950,478
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