EX-10.35



 Exhibit 10.35 

Vitamin Shoppe, Inc. 

Executive Severance Pay Policy 

Amended and Restated Effective as of October 29, 2014 

(the “Effective Date”) 
  

	I.	POLICY 

 This Executive Severance Pay Policy (the “Policy”) constitutes
a program whereby Vitamin Shoppe, Inc. and its subsidiaries or affiliated companies (collectively, the “Company”) provide severance pay and other benefits to certain of its executive employees who are involuntarily terminated other than
terminated for cause from employment with the Company and who otherwise meet all of the requirements for benefits hereunder. The Policy, as set forth in this document, is both a plan document and the summary plan description (as these terms are used
for purposes of the Employees Retirement Income Security Act of 1974 (“ERISA”)). In general, the intent of this Policy is to provide severance pay for those executive employees who are terminated involuntarily by the Company other than for
Cause (as defined herein). In no circumstances is the Policy intended to provide benefits to executive employees who resign or quit their employment with the Company voluntarily, except in certain limited circumstances and for specified reasons
following a Change in Control of the Company, as set forth herein. This Policy only shall apply to U.S. based executive employees. 
  

	II.	ELIGIBILITY 

 The Policy provides benefits to executive employees who are
designated on the Company’s books and records as Vice Presidents or above, as may be selected by the Company in its discretion, and who are involuntarily separated from the Company under circumstances described herein on or after the Effective
Date (“Participants”). The Policy is an amendment and restatement of any prior policy or practice governing severance pay, and, therefore, supersedes any and all such prior policies or practices. Except as used in the context of any
administrative provision of this Policy, the term Company as used herein shall mean Vitamin Shoppe Industries Inc., Vitamin Shoppe, Inc. and VS Direct, Inc., Vitamin Shoppe Mariner, Inc., Vitamin Shoppe Global, Inc., Vitapath Canada Limited, VS
Hercules LLC, FDC Vitamins, LLC d/b/a Nutriforce, Betancourt Sports Nutrition, LLC, and any entities that are controlled by any of such entities, unless the context shall dictate otherwise, and the obligations hereunder shall be joint and several.
In the context of any administrative provision of this Policy, the term Company as used herein shall mean Vitamin Shoppe Industries Inc. 

In the event any executive employee is eligible for benefits under this Policy and for severance or similar benefits under a separate agreement
with the Company, the executive employee shall receive the greater of the amount provided under that separate agreement or under this Policy, as more specifically set forth in Section III.F. herein, but shall not be eligible for both, such that the
executive employee shall not be entitled to duplicate benefits under the Policy and any separate agreement. 







 In order to be eligible to receive benefits under the Policy, each executive employee who is
otherwise eligible for such benefits must also sign, and not revoke, within sixty (60) days following termination of employment, a general release in favor of the Company in such form as may be established by the Company for this purpose from
time to time, or any benefits under the Policy will be forfeited. 
  

	III.	ADMINISTRATION 

 A. Exclusions 

Under no circumstance will Severance Pay, as set forth in Section III.B., be granted to any executive employee of the Company (i) who is
terminated by the Company for Cause (as defined in this Section III.A. below), or (ii) who terminates his or her employment voluntarily (such as by resignation or retirement), except in certain limited circumstances and for specified reasons
following a Change in Control of the Company (as defined in this Section III. A. below and as provided in Section III.B.(2) below). 
 Cause
means any of the following with respect to an executive employee: 
  

	 	1.	Theft or misappropriation of funds or other property of the Company or any subsidiary or affiliated company; 

  

	 	2.	Alcoholism or drug abuse, either of which materially impair the ability of the executive employee to perform his/her duties and responsibilities hereunder or is injurious to the business of the Company;


  

	 	3.	The conviction of a felony or pleading guilty or nolo contender to a felony involving moral turpitude; 

  

	 	4.	Intentionally causing the Company 

 to violate any local, state or federal law, rule or
regulation that harms or may harm the Company in any material respect; 
  

	 	5.	Gross negligence or willful misconduct in the conduct or management of the Company or any subsidiary or affiliated company which materially affects the Company, not remedied within thirty (30) days after receipt of
written notice from the Company; 

  

	 	6.	 Willful refusal to comply with any significant policy, directive or decision of the Chief Executive Officer, any other executive(s) of the Company to
whom the executive employee reports, or the Board in furtherance of a lawful business purpose or willful refusal to perform the duties reasonably assigned to the executive employee by the Chief Executive Officer, any other executive(s) of the
Company to whom the 



  
 2 









	 	
executive employee reports or the Board consistent with the executive employee’s functions, duties and responsibilities, in each case, in any material respect, not remedied within thirty
(30) days after receipt of written notice from the Company; 

  

	 	7.	Breach (other than by reason of physical or mental illness, injury, or condition) of any other material obligation to the Company or any subsidiary or affiliated company that is or could reasonably be expected to result
in material harm to the Company not remedied within thirty (30) days after receipt of written notice of such breach from the Company; 

  

	 	8.	Violation of the Company’s operating and or financial/accounting procedures which results in material loss to the Company, as determined by the Company; or 


 

	 	9.	The death or disability of the executive employee. For purposes of this Policy, “disability” shall mean the executive employee’s inability, with reasonable accommodation, to perform effectively the
essential functions of his duties hereunder because of physical or mental disability for a cumulative period of 180 days in any consecutive 210-day period or other long term disability under the terms of the Company’s long-term disability plan,
as then in effect. 

  

	 	10.	Violation of the Company’s confidentiality and non-compete requirements or Code of Business Conduct. 


In addition to the foregoing, with respect to any particular executive employee, Cause also shall include the elements of a “cause”
definition set forth in a separate agreement, if any, between the Company and such executive employee. If subsequent to the commencement of payment of benefits under the Policy, the Company discovers that the executive employee committed acts while
employed with the Company which would have constituted Cause for termination, or the executive employee otherwise should not have been considered to be eligible for benefits under the Policy, the Company may cease further payments of benefits
hereunder and may require the executive employee to reimburse the Company for all benefits paid previously. 
 Change in Control.
Severance Pay under this Policy for termination of an executive employee’s employment upon or within two years after a Change in Control either (i) by the Company other than for Cause or (ii) by the executive employee due to an
Adverse Change in Status shall be governed by Section III.B(2) of this Policy. For purposes of this Policy, “Change in Control” shall mean the first (and only the first) to occur of the following: 

(a) any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”) (other than the Company, any trustee or other fiduciary holding securities under any 

  
 3 








 
employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of
the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities
on the date in which any “person” directly or indirectly becomes the beneficial owner; or 
 (b) a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger
or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in paragraph (a) of this definition) acquires more than 50% of the combined voting
power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company on the date in which the merger or consolidation as stated herein is finalized; or 

(c) The sale of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the
assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale. 

(d) Relocation. If the executive employee’s position is required to permanently commute or relocate more than a fifty (50) mile
radius of the Company office location at the time of the change of control. 
 For purposes of this Policy, “Adverse Change in
Status” shall mean a material adverse change in the executive employee’s total compensation, function, duties, title or responsibilities from those in effect on the date that the actions constituting the Change in Control shall have
commenced without the written consent of the executive employee that is not remedied by the Company within thirty (30) days after the executive employee gives written notice to the Board, which written notice must be provided within ninety
(90) days of such change. 
 Change in Position. Severance Pay under the Policy will not be granted if, either prior to the
occurrence of a Change in Control or more than two years after a Change in Control, the Company restructures or eliminates the position in which the executive employee was employed and the executive employee rejects an offer of employment by the
Company of a position with the same or better compensation and benefits, taken as a whole, as the executive employee’s compensation and benefits with the Company immediately prior 

  
 4 








 
to such change in position, and in the same metropolitan area as the executive employee’s employment with the Company, all within the sole discretion of the Company. Change in position upon
or within two years following a Change in Control may result in Severance Pay if the change is an Adverse Change in Status. 
 B.
Severance Pay 
 (1) Non-Change in Control Severance: Executive employees who meet all of the requirements for benefits
under the Policy prior to the occurrence of a Change in Control or more than two years after a Change in Control will be eligible to receive Severance Pay under this Section III.B(l) of the Policy, subject to Section III.B(3). The severance period
and Severance Pay is as follows: (i) if severance occurs within the first year of employment, then the amount of Severance Pay will be equal to twenty-six (26) weeks of the executive’s annual base salary; or (ii) if severance
occurs after the first year of employment, then the amount of Severance Pay will be equal to fifty-two (52) weeks of the executive employee’s annual base salary. In addition, if, but only if, the executive employee is terminated after
June 30th of the year, then the executive employee shall receive the amount of bonus based on Company performance, if and to the extent earned that fiscal year under any bonus plan of the Company, prorated to the date of termination. Such bonus
will be paid at the time the bonuses are paid by the Company to all eligible executive employees. Subject to Section III.B(3), Severance Pay shall be payable in installments over the severance period, commencing on the sixty-fifth (65th) day following the executive employee’s separation from service, provided, however, that if the required release agreement has become effective, in the sole discretion of the Company,
payment could be made at any time within thirty (30) days prior to this designated commencement date, with the first installment equal to any weekly amounts that would have otherwise accrued during the sixty-five (65) day period following
the executive employee’s separation from service and the remaining weekly amounts paid in installments over the remainder of the severance period, all in accordance with the Company’s regular payroll practices. Bonus payments shall be paid
by the Company to the executive employee within thirty (30) days after the determination thereof, and in all events on or before March 15th of the calendar year following the calendar year in which the bonus was earned. All accrued but
unused vacation as of the date of termination will be paid with the last paycheck the executive receives from the Company and in accordance with its regular payroll practices. In addition, as the executive employee may be called upon to assist the
Company during the severance period (as described in Section III.B.(3) below), the executive employee shall remain for the severance period entitled to any rights or benefits under any equity agreement or plan to the extent such rights had vested
through the date of termination and as provided in such agreement or plan. All payments of Severance Pay shall be subject to all applicable federal, state and local tax withholding, and any other withholding requirements applicable to such payments.


  
 5 








 (2) Change in Control Severance: Executive employees whose employment is terminated upon
or within two years after a Change in Control either by the Company other than for Cause or by the executive employee due to an Adverse Change in Status, and who in either case meet all the requirements for benefits under the Policy, will be
eligible to receive Severance Pay under this Section III.B(2) of this Policy, under either subsection (a) or (b), as described therein, and subject to Section III.B(3). 

(a) Named Executive Officers, Section 16 Officers and Senior Vice Presidents. At the time the Change of Control
occurs, if the executive employees were a named executive officer, a section 16 officer or held the title of Senior Vice President, the severance period for those executive employees who are “named executive officers and Senior Vice
Presidents” of Vitamin Shoppe, Inc shall be two years and the Severance Pay is as follows: 
 (i) a lump sum cash
payment equal to the result of multiplying (A) the sum of (x) the executive employee’s base salary, plus (y) the executive employee’s target annual bonus by (B) 2.00; and 

(ii) if the Company’s performance equals or exceeds the business plan for the year in which the Change in Control occurs,
a cash payment equal to the executive employee’s target (100%) annual bonus for the fiscal year in which the executive employee’s date of termination occurs, multiplied by a fraction the numerator of which shall be the number of full
calendar months the executive employee was employed by the Company during the fiscal year in which the date of termination occurred and the denominator of which is 12; and 

(iii) for two (2) years after the executive employee’s date of termination, the executive employee, his or her
eligible spouse and his or her eligible dependents will continue to be entitled to participate in the executive employee’s group health plans in which the executive employee participates immediately prior to his or her date of termination at
the same rate as paid by similarly situated employees from time to time, provided that the executive employee timely elects continuation coverage under Section 4980B(f) of the Code; and provided, further, that to the extent
that such health plan does not permit continuation of the executive employee’s or his or her spouse’s or dependents’ participation throughout such period, the Company shall provide the executive employee, on the first business day of
each calendar quarter, in advance, with an amount which is equal to the Company’s cost of providing such benefits, less the applicable employee rate of participation; and 

(iv) for a period of one (1) year following the executive employee’s date of termination, the Company shall make
certain reasonable executive-level outplacement services available to the executive employee, as provided by the outplacement providers with whom the Company has a relationship at the time of the executive employee’s date of termination. 

Subject to Section III.B(3), the cash payments specified in paragraphs (i) and (ii) of this Section III.B(2)(a) shall be paid on the
sixty-fifth (65th) day (or the 

  
 6 








 
next following business day if the sixty-fifth (65th) day is not a business day) following the date of termination. All accrued but
unused vacation as of the date of termination will be paid with the last paycheck the executive employee receives from the Company and in accordance with its regular payroll practices. In addition, as the executive employee may be called upon to
assist the Company during the severance period (as described in Section III.B.(3) below), the executive employee shall remain for the severance period entitled to any rights or benefits under any equity agreement or plan to the extent such rights
had vested through the date of termination and as provided in such agreement or plan. All payments of Severance Pay shall be subject to all applicable federal, state and local tax withholding, and any other withholding requirements applicable to
such payments. 
 (b) Other Executive Officers. The severance period for those executive employees who are not
“named executive officers, section 16 officers or held the title of Senior Vice President” of Vitamin Shoppe, Inc., as determined under Section III.B(2)(a) above, shall be the sum of twelve (12) months plus one month for each
completed year of service with the Company, measured as the date of the executive employee’s termination of employment, with the sum not to exceed 24 months total, and the Severance Pay, subject to Section III.B(3), is as follows: 

(i) a lump sum cash payment equal to the result of multiplying (A) the sum of (x) the executive employee’s base
salary, plus (y) the executive employee’s target annual bonus by (B) the sum of (x) 1.00 plus (y) one-twelfth (1/12) for each completed year of service by the executive employee with the Company, measured as of the date
of the executive employee’s termination of employment, with the sum not to exceed a total of 2.00; and 
 (ii) if the
Company’s performance equals or exceeds the business plan for the year in which the Change in Control occurs, a cash payment equal to the executive employee’s target (100%) annual bonus for the fiscal year in which the executive
employee’s date of termination occurs, multiplied by a fraction the numerator of which shall be the number of full calendar months the executive employee was employed by the Company during the fiscal year in which the date of termination
occurred and the denominator of which is 12; and 
 (iii) for the severance period after executive employee’s date of
termination, the executive employee, his or her spouse and his or her dependents will continue to be entitled to participate in the executive employee’s group health plans in which the executive employee participates immediately prior to his or
her date of termination at the same rate as paid by similarly situated employees from time to time, provided that the executive employee timely elects continuation coverage under Section 4980B(f) of the Code; and provided,
further, that to the extent that such health plan does not permit continuation of the executive employee’s or his or her spouse’s or dependents’ participation throughout such period, the Company shall provide the executive
employee, on the first business day of each calendar quarter, in advance, with an amount which is equal to the Company’s cost of providing such benefits, less the applicable employee rate of participation; and 

(iv) for a period of one (1) year following the executive employee’s date of termination, the Company shall make
certain reasonable executive-level outplacement services available to the executive employee, as provided by the outplacement providers with whom the Company has a relationship at the time of the executive employee’s date of termination. 

  
 7 








 Subject to Section III.B(3), the cash payments specified in paragraphs (i) and (ii) of this
Section III.B(2)(b) shall be paid on the sixty-fifth (65th) day (or the next following business day if the sixty-fifth (65th) day is
not a business day) following the date of termination. All accrued but unused vacation as of the date of termination will be paid with the last paycheck the executive employee receives from the Company and in accordance with its regular payroll
practices. In addition, as the executive employee may be called upon to assist the Company during the severance period (as described in Section III.B.(3) below), the executive employee shall remain for the severance period entitled to any rights or
benefits under any equity agreement or plan to the extent such rights had vested through the date of termination and as provided in such agreement or plan. All payments of Severance Pay shall be subject to all applicable federal, state and local tax
withholding, and any other withholding requirements applicable to such payments. 
  

	 	(3)	General Provisions: 

 Golden Parachute Cutback: Notwithstanding anything in this
Policy to the contrary, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any
entity which effectuates a change in control (or any of its affiliated entities) under Section 280G of the Internal Revenue Code to or for the benefit of an executive employee (whether pursuant to the terms of this Policy or otherwise) would be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) the reduction of the amounts payable to an executive employee under this Policy to the maximum amount that could be paid to the executive
employee without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the executive employee with a greater after tax amount than if such amounts were reduced, then the amounts payable to the executive employee under this
Policy shall be reduced (but not below zero) to the Safe Harbor Cap. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the Severance Pay (under Section III.B.(2)(a)(i) above) and then bonus (under Section
II. B.(2)(a)(ii) above) as applicable. 
 Special Provisions Regarding Code Section 409A: If any portion of the benefit payable
under the Policy is determined not to be exempt from Code Section 409A under the separation pay and/or short-term deferral exceptions as set out in applicable Treasury Regulations promulgated pursuant to Code Section 409A, then payments
hereunder shall be deferred to the extent 

  
 8 








 
necessary to avoid violation of the prohibition under Code Section 409A(a)(2)(B)(i) (regarding payments made to certain “specified employees” within six months after the date of
such employee’s separation from service) and will be paid or provided (or will commence being paid or provided, as applicable) to the executive employee on the earlier of the six (6) month anniversary of the executive employee’s date
of termination or the executive employee’s death. In addition, any payment or benefit that represents a “deferral of compensation” within the meaning of Section 409A due upon a termination of the executive employee’s
employment shall be paid or provided to the executive employee only upon a “separation of service” as defined in Treasury Regulation Section 1.409A-1(h). To the extent that this Policy requires that a payment of “deferred
compensation” within the meaning of Section 409A shall be made following the execution of a release agreement, such payment or payments will only be made if the release agreement is executed prior to the 60th day following the termination of employment; provided, that if this 60 day period commences in one tax year and ends in the next tax year, no payment of deferred compensation which is the subject of
such release agreement may be made or commence (in the case of a series of payments), until the second of the tax years. The executive employee may not designate the year of such payment. Payments in respect of an executive employee’s
termination of employment under this Plan are designated as separate payments for all purposes under Section 409A. Notwithstanding anything in this Policy to the contrary, the Company does not guarantee the tax treatment of any severance
payments or benefits under this Policy, including without limitation pursuant to the Code, federal, state or local tax laws or regulations. Neither the Company nor any of its directors, officers, employees or advisors (other than the executive
employee) shall be held liable for taxes, penalties, interest or other monetary amounts owed by executive employee as a result of the application of Code Section 409A with respect to any payments made under this policy. 

Forfeiture and Repayment. Amounts payable under this Policy are subject to forfeiture and recoupment and may be cancelled without
payment and/or a demand for repayment of any previously paid amounts may be made upon the executive employee on the basis of any provision of the Company’s forfeiture and recoupment policies or on the basis of any of the following
circumstances: (i) if during the course of employment the executive employee engages in conduct, or it is discovered that the executive employee has engaged in conduct, that is (x) materially adverse to the interest of the Company, which
include failures to comply with the Company’s written rules or regulations and material violations of any agreement with the Company, (y) fraud, or (z) conduct contributing to any financial restatements or irregularities occurring
during or after employment; (ii) if during the course of employment, the executive employee competes with, or engages in the solicitation and/or diversion of customers, vendors or employees of, the Company or it is discovered that the executive
employee has engaged in such conduct; (iii) if following termination of employment, the executive employee violates any post-termination obligations or duties owed to, or any agreement with, the Company, which includes this Policy, any
employment agreement and other agreements restricting post-employment conduct; (iv) if following termination 

  
 9 








 
of employment, the Company discovers facts that would have supported a termination for Cause had such facts been known to the Company before the termination of employment, and (v) if
compensation that is promised or paid to the executive employee is required to be forfeited and/or repaid to the Company pursuant to applicable regulatory requirements as in effect from time to time and/or such forfeiture or repayment affects
amounts or benefits payable under the Policy. 
 In addition, during and after the executive employee’s employment with the Company, the
executive employee is required to cooperate with any reasonable request of the Company: (a) in the defense or prosecution of any claims or actions that relate to events or occurrences that transpired while the executive employee was employed by
the Company, and (b) in connection with any investigation or review of any federal, state or local regulatory, quasi-regulatory or self-governing authority (including, without limitation, the Securities and Exchange Commission) as any such
investigation or review relates to events or occurrences that transpired while the executive employee was employed by the Company. The executive employee’s cooperation in connection with the foregoing shall include, but not be limited to, being
available, upon reasonable notice, to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. The Company will reimburse the executive employee for any reasonable
out-of-pocket expenses incurred in connection with the performance of these obligations. Any such reimbursements are subject to generally applicable Company policies, and shall be paid not later than the end of the calendar year following the
calendar year in which such expenses were incurred. Failure to satisfy these cooperation obligations may result in forfeiture of payments yet to be paid under this Policy, and recoupment of payments already paid under this Policy. 

Special Provision. Notwithstanding the foregoing, the Company may, with approval by the Compensation Committee, provide an executive employee
with all or some portion of his or her Severance Pay benefits even though the Company is not otherwise obligated to provide such benefits under applicable provisions of the Policy. 

C. Non-Compete, Non-Solicitation and Confidentiality 

The non-compete and non-solicitation provision of any agreement signed by the executive employee shall remain in effect for the time period
defined in said agreement; provided however, that if no signed agreement exists, then during the severance period the executive employee shall not, without the Company’s prior written consent, directly or indirectly, own, manage, operate, join,
control or participate in the ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any profit or non-profit business or organization in the United States that,
directly or indirectly, manufactures, markets, distributes or sells (through wholesale, retail or direct marketing channels including, but not limited to, mail order and internet distribution) vitamins, minerals, nutritional


  
 10 








 
supplements, herbal products, sports nutrition products, bodybuilding formulas or homeopathic remedies (the “Competitive Products”) whereby a business engages in the
sale/distribution of the Competitive Products that represent one third (1/3) of the gross sales in the proceeding twelve (12) months from the executive employee’s termination of the employment date (the “Competitive
Business”). In addition, during this twelve (12) month period, the executive employee’s shall not directly or indirectly join, engage in or carry on any business whose products are competitive with the Company, including but not
limited to, GNC, Rite Aid, Whole Foods, Vitacost, Walgreens, CVS, Nature’s Bounty, Bodybuilding.com, Swanson, Sprout’s Sunflower Markets and Vitamin Cottage. Notwithstanding the foregoing, the executive employee may be a passive owner
(which shall not prohibit the exercise of any rights as a shareholder) of not more than 5% of the outstanding stock of any class of any public corporation that engages in a Competitive Business. 

Non-Solicitation. For a twelve (12) month period following the termination date of the executive employee’s employment, the executive
employee shall not directly or indirectly cause any person or entity to, either for himself or for any other person, business, partnership, association, firm, company or corporation, hire from the Company or attempt to hire, divert or take away from
the Company, any of the officers or employees of the Company who are employed by the Company; or (z) cause any other person or entity to, either for himself or for any other person, business, partnership, association, firm, company or
corporation, attempt to divert or take away from the Company or its subsidiaries any of the business or vendors of the Company. 

Confidentiality. The obligation of confidentiality by the executive employee set forth in the Company’s agreements(s) with the
executive employee or policies of the Company binding on or covering the executive employee shall remain in effect for perpetuity regardless of any cessation of payment pursuant to this Policy, such that the executive employee shall not disclose
confidential information of or pertaining to the Company at any time. 
 D. Continuing Benefits and Reimbursement of Expenses

 An executive employee who is eligible for benefits under this Policy shall retain any of his or her vested right to benefits payable
under any retirement or pension plan or under any other employee benefit plan of the Company, and all such benefits shall continue, in accordance with, and subject to, the terms and conditions of such plans, to be payable in full to or on account of
the executive employee after such termination. Such executive employee shall also be reimbursed for any and all out-of-pocket expenses reasonably incurred by the executive employee consistent with Company policy prior to the date of such
termination. To the extent that any expense reimbursement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement in one (1) calendar year shall not affect the expenses eligible
for reimbursement in any other taxable year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the executive employee incurred such expenses, and in no event shall any right to
reimbursement be subject to liquidation or exchange for another benefit. 

  
 11 








 E. Continuation of Medical/Dental Benefits 

An executive employee who is eligible for benefits under this Policy shall also be offered participation in the Company’s group medical
and/or dental plans if he or she elects to participate pursuant to COBRA (Consolidated Omnibus Budget Reconciliation Act of 1985). However, the executive employee will cease to be eligible for these benefits if the executive employee becomes covered
by medical or dental plans of another employer or becomes eligible for Medicare. Continued participation in the Company’s group medical and/or dental plans will be governed for the severance period during which Severance Payments are provided
under the Policy by the terms and conditions of such plans as in effect when employment terminates (including the executive employee making timely premium payments in the same amount paid by then current employees), provided that if such plans are
amended as to the group of employees in which the executive employee was included at the time of termination, the newer provisions shall apply. 

If the executive employee is entitled and elects under applicable federal law to continue such benefits under COBRA after the severance period,
the executive employee must make timely COBRA premium payments as required to continue COBRA coverage. 
 F. Employment Contracts or
Other Written Agreements In Effect 
 If on the date of termination, an employment contract or other written agreement between an
executive employee and the Company is in effect, then the executive employee shall receive the amount provided by the terms of such employment contract or agreement under and pursuant to, and in accordance with the form and time specified in, such
contract or agreement. To the extent the severance pay and benefits payable in accordance with this Policy exceeds the pay and benefits provided in such individual agreement, the executive employee shall receive only such excess amount under this
Policy, and in accordance with the payment schedules set forth herein. In no event shall the executive employee be entitled to duplicate benefits under the Policy and any separate agreement. 

G. Non-Uniform Determinations 

The Company’s determinations under this Policy need not be uniform and may be made by it selectively, for any nondiscriminatory reason and
for no reason, among the persons who receive, or are eligible to receive, awards hereunder (whether or not such persons are similarly situated). 

H. Policy Construction and Administration 

The Company is the Plan Administrator for the Policy, and in this capacity, the Company and/or its duly authorized designee(s) have the
exclusive right, 

  
 12 








 
power and authority, in its sole and absolute discretion, to administer, apply, construe and interpret the terms of this Policy, including any related plan documents, and to decide all matters
(including factual matters) arising in connection with the operation or administration of the Policy. The Plan Administrator is the sole judge of the application and interpretation of the Policy and has the discretionary authority to construe the
provisions of the Policy, to resolve disputed issues of fact, and to make determinations regarding eligibility. The Plan Administrator has the authority, in the Plan Administrator’s sole discretion, to interpret the Policy and resolve
ambiguities therein, to develop rules and regulations to carry out the provisions of the Policy, and to make factual determinations. However, the Plan Administrator has the authority to delegate certain of its powers and duties to a third party. All
determinations and interpretations (including factual determinations) made by the Company and/or its duly authorized designee(s) shall be final and binding upon all participants, beneficiaries and any other individuals claiming benefits or an
interest under the Policy. Employees who have questions with respect to the Policy may contact the Vice President of Human Resources. 

Except to the extent this Policy is subject to ERISA, the interpretation, construction and performance of this Policy shall be governed by and
construed and enforced in accordance with the internal laws of the State of New Jersey, without regard to the principle of conflicts of laws, and applicable federal laws. The invalidity or unenforceability of any provision of this Policy shall not
affect the validity or enforceability of any other provision of this Policy, which other provisions shall remain in full force and effect. 
  

	IV.	AMENDMENT OR TERMINATION OF POLICY 

 The Company reserves the right to amend,
modify or terminate this Policy or any portion of it at any time prior to a Change in Control or following the second anniversary of a Change in Control, and for any reason. Any such action shall be authorized in writing. Notwithstanding the
foregoing, during the period commencing on a Change in Control and ending on the second anniversary of the Change in Control, the Policy may not be amended (except as may be required to comply with applicable law) or terminated by the Company (or
any successor thereto), and any employee’s participation hereunder may not be terminated, in each case, in any manner which is materially adverse to the interests of any employee-participant without the prior written consent of such employee.

  

	V.	CLAIMS 

 Executive employees who are eligible for Severance Pay under this Policy
will be notified by the Company. If you believe that you did not receive the Severance Pay and benefits to which you were entitled, you need to make a claim with Chief Compliance Officer. The Chief Compliance Officer will review and make a decision
with respect to your claim within 90 days of receipt of your claim, unless the Chief Compliance Officer determines that special circumstances require an extension of time for processing the claim, in which case you will receive a written notice of
the extension before 

  
 13 








 
termination of the initial 90-day period. The extension notice will indicate the special circumstances requiring the extension and the date by which the Chief Compliance Officer expects to render
the benefit determination. 
 If any claim is denied in whole or in part, you or your beneficiary will receive written notification within 90
days, including the reasons for the denial; reference to the specific Policy provisions on which the denial was based; information about additional material needed to pursue the claim, if any, and why such material is needed; and an explanation of
the claim appeal procedure including a statement of your right to bring a civil action under § 502(a) of ERISA following an adverse benefit determination on appeal. Within 60 days of the date of the notice of denial, you or your beneficiary may
submit a written request for reconsideration of the claim to Chief Compliance Officer. 
 You or your representative may submit written
comments, documents, records, and other information relating to the claim for Severance Pay and benefits. Upon request and free of charge, you or your representative may have reasonable access to, and copies of, all documents, records, and other
information relevant to your claim for Severance Pay and benefits. 
 The review by the Chief Compliance Officer will take into account all
comments, documents, records, and other information you submit relating to the claim, without regard to whether such information was submitted or considered in the initial Severance Pay and benefits determination. 

The Chief Compliance Officer will make a decision on your appeal within 60 days after the receipt of the appeal. If the Chief Compliance
Officer determines that special circumstances require an extension of time for processing the appeal, you will receive a written notice of the extension before the end of the initial 60-day period. The extension notice shall indicate the special
circumstances requiring the extension and the date by which the Policy expects to render the determination on appeal. 
 If your appeal is
denied in whole or in part, you will receive a written notification including the reasons for the denial; reference to the specific Policy provisions on which the denial was based; a statement that you are entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for Severance Pay and benefits; and a statement describing any voluntary appeal procedures offered by the Plan and your right to
obtain information about such procedures, as well as a statement of your right to bring a civil action under § 502(a) of ERISA. 
 A
document, record, or other information is relevant to a claim for Severance Pay and benefits if it: 
  

	 	•	 	was relied upon in making the Severance Pay and benefits determination; 


  
 14 









	 	•	 	was submitted, considered, or generated in the course of making the Severance Pay and benefits determination, without regard to whether such document, record, or other information was relied upon in making the Severance
Pay and benefits determination; or 

  

	 	•	 	demonstrates compliance with the administrative processes and safeguards in making Severance Pay and benefits determinations. 


The [Title] will decide whether a hearing will be held on the claim and will notify you at least 14 days before the hearing, if one is to be
held. 
 To the extent permitted by law, decisions reached under the claims procedures set forth in this Section V shall be final and binding
on all parties. No action (whether at law, in equity or otherwise) shall be brought by or on behalf of any executive employee or beneficiary of an executive employee for or with respect to benefits due under this Policy unless the person bringing
such action has timely exhausted the Policy’s claim review procedure. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not
in good faith pursue through the review stage of the claims procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of
discretion based on the evidence and theories the claimant presented during the claims procedure. 
 Any action (whether at law, in equity or
otherwise) must be commenced within one (1) year and must be brought in a court of competent jurisdiction sitting in Hudson County, New Jersey. This one (1) year period shall be computed from the earlier of: (a) the date a final
determination denying such benefit, in whole or in part, is issued under the Plan’s claim review procedure; and (b) the date such individual’s cause of action first accrued (as determined under the laws of the State of New Jersey
without regard to principles of choice of laws). 
  

	VI.	BASIC PLAN INFORMATION 

 Name of the Plan: 

The name of the plan is the Vitamin Shoppe Executive Severance Pay Policy. 

Plan Sponsor: 
 The Plan
Sponsor’s name and address are as follows: 
 Vitamin Shoppe Industries Inc. 

2101 91st Street 

North Bergen, NJ 07047 

  
 15 








 Type of Plan: 

The plan is intended to be an employee welfare benefit plan, as defined in Section 3(1) of ERISA, as a top-hat plan under
Section 2520.104-24 of the Department of Labor Regulations, maintained primarily for the purpose of providing employee welfare benefits to the extent that it provides welfare benefits; and an employee pension plan as defined in
Section 3(2) of ERISA, as a top-hat plan under Section 2520.104-23 of the Department of Labor Regulations exempt from Sections 201, 301 and 401 of ERISA, as a plan that is unfunded and maintained primarily for the purpose of providing
deferred compensation, to the extent that it provides such compensation, in each case for a select group of management or highly compensated employees (i.e., a “top hat” plan). 

Plan Administrator: 
 The
Plan Administrator is the Company. The Plan Administrator’s name, address and telephone number are as follows: 
 Vitamin Shoppe
Industries Inc. 
 2101 91st Street, 

North Bergen, NJ 07047 
 Tel.:
201-868-5959 
 Fax: 201-624-3804 

All correspondence or inquires to the Plan Administrator should be directed to the attention of Vice President, Human Resources. 

Employer and Plan Identification Numbers: 

The employer identification number for the Sponsor is 13-2993785 

The Executive Severance Pay Policy’s identification number is 505 

Agent for Service of Legal Process: 

The agent for service of legal process is: 

Vitamin Shoppe Industries Inc. 

2101 91st Street 

North Bergen, NJ 07047 

Attention: General Counsel 

Plan Year: 
 The Policy is
administered on a calendar year basis, so that the Plan Year ends on December 31. 
 Source of Severance Benefits: 

The Policy is an unfunded plan maintained primarily for the purpose of providing severance pay for eligible employees. All payments under the
Policy are made from the Company’s general assets. Benefits under this Policy are not insured under Title IV of ERISA. 

  
 16 








 Statement of ERISA Rights: 

As a participant in the Policy, you are entitled to certain rights and protections under ERISA. ERISA provides that all plan participant shall
be entitled to: 
 Receive Information About Your Plan and Benefits 

Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the plan, and a copy
of the latest annual report (Form 5500 Series), if any, filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. 

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the plan, and copies of the latest
annual report (Form 5500 Series), if any, and updated summary plan description, if any. The Plan Administrator may make a reasonable charge for the copies. 

Receive a summary of the plan’s annual financial report, if any. The plan administrator may be required by law to furnish each participant
with a copy of this summary annual report. 
 Prudent Actions by Plan Fiduciaries 

In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the
employee benefit plan. The people who operate your plan, called “fiduciaries” of the plan, may have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, your
union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a (pension or welfare) benefit or exercising your rights under ERISA. 

Enforce Your Rights 
 If
your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. 

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest
annual report, if any, from the plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the plan administrator to provide the materials and pay you up to $110 a day until you receive
the materials, unless the materials were not sent because of reasons beyond the control of the administrator or were not required to be generated. If you have a 

  
 17 








 
claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the plan’s decision or lack thereof
concerning the qualified status of a domestic relations order, you may file suit in Federal court. If it should happen that plan fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees.
If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 
 Assistance with
Your Questions 
 If you have any questions about your plan, you should contact the plan administrator. If you have any questions about
this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed
in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 

  
 18