GNC 2011 Annual Report Download - page 159

Table of Contents
Tom Dowd
Benefit
Termination
w/o Cause
or for Good
Reason
($)
Termination
w/o Cause
or for Good
Reason
within
6 Months
after a
Change in
Control
($)
Voluntary
Termination
($)
Death or
Disability
($)
Change in
Control
($)
Base Salary Continuation 175,000 700,000 — 106,438 —
Pro Rata Bonus 351,177 351,177 — 351,177 —
Health & Welfare Benefits 2,837 13,403 — — —
Accelerated Vesting of Stock Options — — — — —
Payment Reduction — — — — —
Net Value 529,014 1,064,580 — 457,615 —
David Berg
Benefit
Termination
w/o Cause
or for Good
Reason
($)
Termination
w/o Cause
or for Good
Reason
within
6 Months
after a
Change in
Control
($)
Voluntary
Termination
($)
Death or
Disability
($)
Change in
Control
($)
Base Salary Continuation 450,000 900,000 — 300,000 —
Pro Rata Bonus 427,885 427,885 — 427,885 —
Health & Welfare Benefits 7,092 13,403 — — —
Accelerated Vesting of Stock Options — — — — —
Payment Reduction — — — — —
Total 884,977 1,341,288 — 727,885 —
We have employment agreements with our Named Executive Officers. See "— Employment Agreements with Our Named Executive Officers" for a
description of the severance and change in control benefits provided under these employment agreements.
The employment agreements provide that if any payment would have been subject to or result in the imposition of the excise tax imposed by Code
Section 4999, then the amount of such payment or payments would have been reduced to the highest amount that may be paid by us without subjecting such
payment to the excise tax. Mr. Fortunato's and Ms. Kaplan's employment agreements provide that the reduction will not apply if he or she would, on a net
after-tax basis, receive less compensation than if the payment were not so reduced. Based on a hypothetical change in control on December 31, 2010, none of
our Named Executive Officers would have been subject to a reduction payment if their employment had been terminated at the time of a December 31, 2010
change in control or on December 31, 2010 in anticipation of a change in control or a change in control without an employment termination. For purposes of
calculating any hypothetical reduction payment as a result of change in control payments, we have assumed that the change in control payments for any of our
Named Executive Officers would have included the amount of 2010 annual incentive compensation, and the value of any options granted in 2010. To the
extent any of these amounts were paid prior to December 31, 2010, they are not reflected in the tables above. The calculation of the payment reduction
amounts does not include a valuation of the non-competition covenant in our Named Executive Officer's employment agreements. A portion of the severance
payments payable to our Named Executive Officers may be attributable to
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