Vitamin Shoppe, Inc. Executive Severance Pay Policy, as amended



 Exhibit 10.6 
 Vitamin Shoppe, Inc. 
 Executive Severance Pay Policy 

Amended and Restated Effective as of March 29, 2012 
 (the “Effective Date”) 
  

	I.	POLICY 


This Executive Severance Pay Policy (the “Policy”) constitutes a program whereby Vitamin Shoppe, Inc. and its subsidiaries (the
“Company”) provides severance pay and other benefits to certain of its executive employees who are involuntarily terminated 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. 
  

	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. 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. The term
Company as used herein shall mean Vitamin Shoppe Industries Inc., Vitamin Shoppe, Inc. and VS Direct, Inc. unless the context shall dictate otherwise, and the obligations hereunder shall be joint and several, and any entities that are controlled by
any of such entities. 
 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 provided 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, a general release in favor of the Company within sixty (60) days following termination of
employment 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 be granted to any employee of the Company (i) 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 provided in Section III.B, or (ii) who is terminated by the Company for Cause (as hereinafter defined). 

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; 


 

	 	(i)	2. Alcoholism or drug abuse, either of which materially impair the ability of the executive to perform his/her duties and responsibilities hereunder or is injurious to
the business of the Company or any subsidiary or affiliated company; 

  

	 	(ii)	3. The commission or conviction of a felony; 

  

	 	(iii)	4. Intentionally causing the Company or any subsidiary or affiliated company to violate any local, state or federal law, rule or regulation that harms or may harm the
Company in any material respect; 

  

	 	(iv)	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; 

  

	 	(v)	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 reports, or the Board in furtherance of a lawful business purpose or willful refusal to perform the duties reasonably assigned to the executive by the Chief Executive Officer, any other executive(s) of the Company to whom the executive
reports or the Board consistent with the executive’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;


  

	 	(vi)	7. Breach 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 or any subsidiary or affiliated company (other than by reason of physical or mental illness, injury, or condition), 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


  

	 	(vii)	9. The death or disability of the executive employee. For purposes of this Policy, “disability” shall mean the executive’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. 

 In addition to the foregoing, with respect to any
particular executive employee Cause shall include the elements of a “cause” definition set forth in a separate agreement with the Company and such executive employee. If subsequent to the commencement of payment of benefits under the
Policy, the Company discovers that the employee committed acts while employed with the Company which constitute Cause for termination, or 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 employee to reimburse the Company for all benefits paid previously. 

Change in Control. Severance Pay under this Policy for termination of an eligible 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 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; 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; 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. 

For purposes of this Policy, “Adverse Change in Status” shall mean a material adverse change in the executive’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 that is not remedied by the Company
within thirty (30) days after the Executive 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 was employed and the executive 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’s
compensation and benefits with the Company immediately prior to such change, and in the same metropolitan area as the executive’s employment with 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. 
 Notwithstanding the foregoing, the Company may, at its sole
discretion, provide an 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. 

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(1) 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’s annual base salary. In addition, if, 







 
but only if, the executive is terminated after mid calendar year, then the executive 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. 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 employee’s separation from service,
provided, however, that 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 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 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 may be called upon to assist the Company during the severance period, the executive 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.

 (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. The severance period for those executive employees who are “named executive officers” of Vitamin Shoppe, Inc., as determined in accordance with Rule
402(a)(3) of Regulation S-K, or any successor rule, for its most recently completed fiscal year (adjusted for changes, if any, in the positions of Chief Executive Officer or Chief Financial Officer occurring after the close of the fiscal year) 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’s base salary, plus (y) the executive’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’s target (100%) annual bonus
for the fiscal year in which the executive’s date of termination occurs, multiplied by a fraction the numerator of which shall be the number of full calendar months the executive 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 executive’s date of termination, the
executive, his or her spouse and his or her dependents will continue to be entitled to participate in the executive’s group health plans in which the executive 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 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’s or his or her spouse’s or dependents’ participation throughout such period, the Company shall provide the executive, 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’s date of termination, the Company shall make certain reasonable executive-level outplacement services available to the executive, as
provided by the outplacement providers with whom the Company has a relationship at the time of executive’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 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 receives from the Company and in accordance with its regular payroll practices. In addition, as the executive may be
called upon to assist the Company during the severance period, the executive 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” of Vitamin Shoppe, Inc., as determined under Section III.B(2)(a), above, shall be the sum of one year 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’s base salary, plus (y) the executive’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 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’s target (100%) annual bonus for the fiscal year in which the executive’s date of termination occurs, multiplied by a fraction the numerator of
which shall be the number of full calendar months the executive 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’s date of termination, the executive, his or her spouse and his or her
dependents will continue to be entitled to participate in the executive’s group health plans in which the executive 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 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’s or his or her spouse’s or dependents’ participation throughout such period, the Company shall provide the executive, 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’s date of termination, the Company shall make certain reasonable executive-level outplacement services available to the executive, as provided by the outplacement providers with whom the
Company has a relationship at the time of executive’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)(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 receives from the Company and in accordance with its regular payroll practices. In addition, as the executive may be called upon to
assist the Company during the severance period, the executive 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) 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 Internal Revenue 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 Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater
after tax amount than if such amounts were reduced, then the amounts payable to Executive 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 and then bonus as applicable. 
 Special Provision 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 exception as set out in applicable Treasury Regulations promulgated pursuant to Code Section 409A, then
payments hereunder shall be deferred to the extent 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 on the earlier of the six (6) month anniversary of the executive’s date of termination or the
executive’s death. In addition, any payment or benefit due upon a termination of the executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the
executive only upon a “separation of service” as defined in the Treasury Regulation Section 1.409A-1(h). 

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 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 competes with, or engages in the solicitation and/or diversion of customers 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; and (iv) 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. 







 C. Non-Compete, Non-Solicitation and Confidentiality 

The non-compete and non-solicitation provision of any agreement signed by the executive 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 shall not, without the Company’s prior written consent, directly or indirectly, (x) 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) (i) vitamins, minerals, nutritional supplements, herbal
products, sports nutrition products, bodybuilding formulas or homeopathic remedies or (ii) any other product category sold by the Company or its subsidiaries which represented four percent (4%) or more of the Company’s consolidated
gross revenue in the quarter preceding executive’s termination (any such business being a “Competitive Business”), or (y) 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 its subsidiaries or attempt to hire, divert or take away from the Company or its subsidiaries, any of the officers or employees of the Company or its subsidiaries who are employed
by the Company or its subsidiaries; 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 of the Company or its subsidiaries. Notwithstanding the foregoing, executive 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. 
 The obligation of confidentiality by the
executive set forth in the Company’s agreements(s) with the executive or policies of the Company binding on or covering the executive shall remain in effect for perpetuity regardless of any cessation of payment pursuant to this Policy, such
that executive shall not disclose confidential information of or pertaining to the Company at any time. 
 D. Continuing
Benefits and Reimbursement of Expenses 
 An executive who is eligible for benefits under this Policy shall retain any
vested right of the executive 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 after such termination. Such executive shall also be reimbursed for any and all out-of-pocket expenses reasonably incurred by the executive 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. 

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 employee will cease to be eligible for these benefits if the 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 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 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, 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 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 

 Payment of
Severance Pay is granted in appropriate circumstances without application. Payment of benefits hereunder begins as provided herein following the employee’s last day of active employment and the effective date of his or her release. If an
employee believes that he or she is entitled to Severance Pay under the Policy that has not been granted, the employee must present a written claim to the Plan Administrator within ninety (90) days after the date he or she believes benefits
should have commenced setting forth his or her claim and any information he or she believes relevant. If the Plan Administrator, after reviewing the employee’s claim, determines that benefits are not payable, the Plan Administrator will provide
the employee with notice of the denial, written in clear and precise terms and giving specific reasons for the denial. Within sixty (60) days after the employee is notified of this denial of benefits, the employee has the right to appeal to the
Plan Administrator for a full and fair review of any such denial. The employee also has the right to review any relevant documents and to submit issues and comments in writing to the Plan Administrator, subject to appropriate confidentiality
agreements. If the employee needs more time, the Plan Administrator may allow him or her more than sixty (60) days to file a request for review. The Plan Administrator shall conduct a hearing and/or take such other steps as the Plan
Administrator deems appropriate for a full and fair review of the appeal from the denial of a claim. The Plan Administrator will issue, usually within sixty (60) days after the request for review is received, a final written decision which
shall include specific reasons for the decision and references to the pertinent plan provisions on which the decision is based. The decision shall be written in a manner calculated to be understood by the employee. If the Plan Administrator needs
more time, the Plan Administrator’s decision may be delayed until one-hundred twenty (120) days after the request is received. If the employee does not appeal on time, the employee will lose his or her right to file suit in court, as the
employee will not have exhausted the Policy’s internal administrative appeal rights. The Plan Administrator will decide all claims in accordance with its reasonable claims procedures, outlines above, as required by ERISA. 








	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 
 Type of Plan: 

The plan is intended to be an employee welfare benefit plan, as defined in Section 3(1) of ERISA and 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 under 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 Company is 13-2993785 
 The Severance
Plan’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 Plan 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. 
 Statement of ERISA Rights: 

As a participant in the plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all plan participants
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) 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) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies. 
 Receive a summary of the plan’s annual financial report. The plan administrator is 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, 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, welfare) benefit or exercising your rights under
ERISA. 
 Enforce Your Rights 
 If your claim for a welfare 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 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. If you have a 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 or a medical child support 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.