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GNC HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers
[September 11, 2014]

GNC HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers


(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 10, 2014, Thomas J. Dowd resigned from his role as Executive Vice President, Chief Merchandising Officer and General Manager of GNC Holdings, Inc. (the "Company") and General Nutrition Centers, Inc. ("GNCI"). In connection with Mr. Dowd's resignation, Mr. Dowd, the Company and GNCI entered into a separation agreement and mutual general release and waiver (the "separation agreement"), dated as of September 10, 2014. The separation agreement contains both a general release of claims against the Company and GNCI by Mr. Dowd and a general release of claims against Mr. Dowd by the Company and GNCI.



Subject to the terms and conditions of the employment agreement by and among the Company, GNCI and Mr. Dowd, dated as of February 12, 2014 (the "employment agreement"), and subject to Mr. Dowd's execution and non-revocation of the separation agreement, Mr. Dowd will receive the compensation and benefits to which he is entitled under the employment agreement in the case of a termination by the Company without "cause" (as defined in the employment agreement), except that (1) five-twelfths of the severance amount payable to him will be paid in a lump sum on April 1, 2015, instead of being paid in installments between April 1, 2015 and September 10, 2015; and (2) the Company is agreeing that Mr. Dowd will only be subject to certain noncompetition covenants for 6 months, instead of 12 months, after his separation date. The Company has also agreed to reimburse Mr. Dowd for up to $30,000 in legal fees incurred in connection with the separation agreement.

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