EX-10.19.2






Exhibit 10.19.2




AMENDMENT NO. 1




TO




EMPLOYMENT AGREEMENT




     AMENDMENT (“Amendment”) made as of this 3rd day of March, 2009 to the
Employment Agreement dated as of May 27, 2008 (the “Employment Agreement”), by and between
General Nutrition Centers, Inc., a Delaware corporation (the “Company”), which is an
indirect wholly owned subsidiary of GNC Acquisition Holdings, Inc., a Delaware corporation, and
Michael Locke (the “Executive”).



     WHEREAS, the Company and the Executive have previously entered into the Employment Agreement;
and



     WHEREAS, the Company and the Executive desire to amend the Employment Agreement in a manner
intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, effective as of January 1, 2009, the Employment Agreement is hereby amended as
follows:



     1. The third sentence of Section 3.2 of the Employment Agreement is hereby amended in its
entirety as follows:




“Any Annual Bonus earned shall be payable in full no later than March
15 of the year following the year the bonus is earned.”



     2. The last sentence of Section 4.2(a) of the Employment Agreement is hereby amended in its
entirety as follows:




“The Base Salary shall be paid in accordance with the Company’s
general payroll practices and procedures and any bonus shall be paid
no later than March 15 of the year following the year the bonus is
earned, and in accordance with the Company’s general payroll practices
and procedures.”



     3. The last sentence of Section 4.3(c)(iv) of the Employment Agreement is hereby amended in
its entirety as follows:




“The bonus shall be payable no later than March 15 of the year
following the year the bonus is earned, and in accordance with the
Company’s general payroll practices and procedures.”



 









 





     4. The Employment Agreement is hereby amended to insert a new Section 4.3(c)(viii) as follows:




“(viii) Notwithstanding any other provision herein, payments and
reimbursements made to the Executive under Section 4.2(a) and Section
4.3(c)(i)-(v) hereof shall commence 60 days from the date of
termination.”



     5. The last sentence of Section 4.3(e) of the Employment Agreement is hereby amended in its
entirety as follows:




“To the extent necessary to effect the Payment Reduction, the Company
shall reduce or eliminate the Payments by first reducing or
eliminating the portion of the Payments which are not payable in cash
and then by reducing or eliminating cash payments, in each case in
reverse order beginning with payments or benefits which are to be paid
the farthest in time from the initial determination, subject to the
confirmation of the Accounting Firm (as defined herein) with respect
to the intended effect of such Payment Reduction.”



     6. Section 4.3(f)(iii) of the Employment Agreement is hereby amended in its entirety as
follows:




“the Company effects a material reduction in the Executive’s Base
Salary, unless all executives at the same level as the Executive
receive a substantially similar reduction in base salary.”



     7. Section 4.4(a)(iii) of the Employment Agreement is hereby amended in its entirety as
follows:




“either the Company or the Executive may elect not to extend or
further extend the Employment Period pursuant to Section 2.2 hereof,
provided that the Executive shall be required to continue to provide
services hereunder through the end of the Employment Period.”



     8. The following sentence is hereby added to the end of Section 4.4(b)(i):




“The Base Salary and benefits accrued through the end of termination
shall be paid in accordance with the Company’s general payroll
practices and procedures and the terms and conditions of any
applicable plan.”



     9. The last sentence of Section 4.6 of the Employment Agreement is hereby amended in its
entirety as follows:




“In this regard, notwithstanding anything to the contrary in this
Section 4, to the extent necessary to comply with Section 409A of the
Code, any payment required under this Section 4 shall be deferred for
a period of six (6) months, regardless of the circumstances giving
rise



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to or the basis for such payment, and the Company will make all
applicable payments that have accrued during such six (6) month
period, together with interest accrued thereon at the applicable
federal rate, in a lump sum to the Executive following the expiration
of such period.”



     10. The Employment Agreement is hereby amended to insert a new Section 6.16 as follows:




“6.16. Section 409A of the Code.




(a) Although the Company does not guarantee to the Executive any
particular tax treatment relating to the payments and benefits under
this Agreement, it is intended that such payments and benefits be
exempt from, or comply with, Section 409A of Code and the regulations
and guidance promulgated thereunder (collectively “Code Section
409A”), and all provisions of this Agreement shall be construed in a
manner consistent with the requirements for avoiding taxes or
penalties under Code Section 409A.




(b) A termination of employment shall not be deemed to have occurred
for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of
employment unless such termination is also a “separation from service”
within the meaning of Code Section 409A and, for purposes of any such
provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from
service.”




(c) With regard to any provision herein that provides for
reimbursement of costs and expenses or in-kind benefits, except as
permitted by Code Section 409A, (i) the right to reimbursement or
in-kind benefits shall not be subject to liquidation or exchange for
another benefit; (ii) the amount of expenses eligible for
reimbursement, or in-kind benefits, provided during any taxable year
shall not affect the expenses eligible for reimbursement, or in-kind
benefits to be provided, in any other taxable year, provided, that the
foregoing clause (ii) shall not be violated with regard to expenses
reimbursed under any arrangement covered by Section 105(b) of the Code
solely because such expenses are subject to a limit related to the
period the arrangement is in effect; and (iii) such payments shall be
made on or before the last day of the Executive’s taxable year
following the taxable year in which the expense was incurred.



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(d) Whenever a payment under this Agreement specifies a payment period
with reference to a number of days (e.g., “payment shall be made
within ten (10) days following the date of termination”), the actual
date of payment within the specified period shall be within the sole
discretion of the Company.




(e) If under this Agreement, an amount is to be paid in two or more
installments, for purposes of Code Section 409A, each installment
shall be treated as a separate payment.”



     11. The last paragraph of Exhibit A to the Employment Agreement is hereby amended in its
entirety as follows.




“Notwithstanding anything to the contrary in this Exhibit A, the
definition of Change of Control shall be interpreted consistently with
the definition of “Change of Control” contained in Section 409A of the
Code and regulations and guidance issued by the Internal Revenue
Service under Section 409A of the Code, including IRS Notice 2005-1 in
any instance in which amounts are paid under this Agreement and such
amounts are treated as deferred compensation under Section 409A of the
Code.”



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     IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this
12th day of March 2009.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Michael Locke
 	 
	 	Name:  Michael Locke 	 
	 	 	 
	 	GENERAL NUTRITION CENTERS, INC.

 	 
	 	By:  	/s/ Gerald J. Stubenhofer, Jr.
 	 
	 	 	Name:  	Gerald J. Stubenhofer, Jr. 	 
	 	 	Title:  	Senior Vice President, Chief Legal
 Officer 	 
	 




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