**Exhibit 10.32**

**SECOND AMENDMENT TO EMPLOYMENT AGREEMENT**

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT,(this “Agreement”) is made as of December 28, 2007, by and among Cosmo La Forgia (“Executive”), VS Parent, Inc., a Delaware corporation, (“Parent”), Vitamin Shoppe Industries Inc., a Delawarecorporation (the “Company”), and VS Holdings, Inc., a Delaware corporation (“Holdings”). 

Reference ismade to that certain Amendment to Employment Agreement by and between Executive, Parent, Company, and Holdings dated June 12, 2006 (the “Employment Agreement”). 

WHEREAS, the parties to this Agreement desire to amend the Employment Agreement as provided herein; 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto agree as follows: 

1. The Employment Agreement is hereby amended as follows: 

 

(iii) Until the earlier to occur of (x) twelve (12) months following the date of termination of Executive’s employment, and (y) the time when the Executive becomes eligible for insurance coverage offered by anysubsequent employer (the “Insurance Continuation Period”), allow the Executive to continue to participate in all life, health, disability and similar insurance plans and programs of the Company to the extent that such continuedparticipation is possible under the general terms and provisions of such plans and programs, with the Company and the Executive paying the same portion of the cost of each such plan or program as existed at the time of the Executive’stermination. In the event that the Executive’s continued participation in any group plans and programs is not permitted, then in lieu thereof, Executive shall acquire individual insurance policies providing comparable coverage for the Executivefor the Insurance Continuation Period and Company shall reimburse Executive for a portion of the costs that Executive shall pay, such that Executive shall pay a net amount equal to the amount that he would have paid had he remained an employee ofthe Company; provided, that the Company shall not be obligated to pay for any such individual coverage more than three (3) times the Company’s cost of such group coverage; provided further that such reimbursement shall bepaid on or before the last day of the calendar year following the calendar year in which such expense was incurred. 

 (b)Section 3(D)(iii) is hereby amended and restated as follows: 
(iii) Until the earlier to occur of (x) twelve (12) months following the date of termination of Executive’s employment, and (y) the time when the Executive becomes eligible for insurance coverage offered by anysubsequent employer (the “Extended Insurance Continuation Period”), allow the Executive to continue to participate in all life, health, disability and similar insurance plans and programs of the Company to the extent that suchcontinued participation is possible under the general terms and provisions of such plans and programs, with the Company and the Executive paying the same portion of the cost of each such plan or program as existed at the time of the Executive’stermination. In the event that the Executive’s continued participation in any group plans and programs is not permitted, then in lieu thereof, Executive shall acquire individual insurance policies providing comparable coverage for the Executivefor the Extended Insurance Continuation Period and Company shall reimburse Executive for a portion of the costs that Executive shall pay, such that Executive shall pay a net amount equal to the amount that he would have paid had he remained anemployee of the Company; provided, that the Company shall not be obligated to pay for any such individual coverage more than three (3) times the Company’s cost of such group coverage; provided further that such reimbursementshall be paid on or before the last day of the calendar year following the calendar year in which such expense was incurred. 

 
 (c)Section 3(K) is hereby amended and restated as follows” 
Annual Cash Bonus. For purposes hereof, the term “Annual Cash Bonus” shall mean a bonus that shall be achieved by the satisfaction of operating objectives specified by the Company’s Board of Directors and the ChiefExecutive Officer of the Company (to the extent the same shall be delegated by the Board) from time to time in their sole discretion and the term “Performance–Based Plan” shall mean the then–current Company plan(s) under whichany Annual Cash Bonus has been established and is determined, as the same may be changed from time to time. The Annual Cash Bonus may consist of multiple components, including components based upon the performance (1) of the Company as a whole,(2) of the Executive and employees under the direction of the Executive, and/or (3) of a subset of the Company which may include the Executive (and employees under the direction of the Executive) and employees who are not under thedirection of the Executive but which components are not Company–wide objectives. Currently, the maximum amount payable under the Performance–Based Plan for Executive does not exceed thirty percent (30%) of the Executive’s BaseSalary, and consists solely of objectives determined on an individual basis and 

 

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on a company–wide basis, any of which may change from time to time. Executive acknowledges that Company reserves the right to change the structure ofthe Annual Cash Bonus from time to time, provided that any change will not affect Executive’s ability to receive an Annual Cash Bonus of up to 30% of Executive’s base salary. Executive shall be paid his Annual Cash Bonus on or afterMarch 1st of the calendar year following the year to which such bonus relates, but in any event before the end of such calendar year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which Executive’semployment terminates (and possibly for the prior year) shall not be known on the date Executive’s employment terminates, and such amounts, if any, shall be paid by Company to Executive in all events before the end of the calendar yearfollowing the calendar year of termination. 

 
 (d)The last sentence of Section 3(M) is hereby removed and replaced with the following: 
“The parties acknowledge that the determination of the Annual Cash Bonus for the year in which Executive’s employment terminates (and possibly for the prior year) shall not be known on the dateExecutive’s employment terminates, and such amounts, if any, shall be paid by Company to Executive in all events on or after March 1st of the calendar year following the calendar year of termination, but before the end of such calendaryear.” 

 
 (e)New Section 3(N) is hereby added as follows: 
Notwithstanding anything herein to the contrary, if, at the time any payment is payable to Executive pursuant to the provisions of this Section 3 as a result of Executive’s “separation from service” within the meaning ofSection 409A of the Internal revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder and Executive is a “specified employee,” as such term is defined in Code § 409A(a)(2)(B)(i) andthe regulations promulgated thereunder, then, to the extent required by Code § 409A(a)(2)(B)(i), such payment shall not be made before the date which is six months after the date of Executive’s “separation from service.”Payments to which the Executive would otherwise be entitled during the first six months following the date of termination and which are not paid pursuant to the previous sentence will be accumulated and paid on the first day of the seventh monthfollowing the date of termination. 

2. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in theEmployment Agreement. 

 

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3. This Agreement is an amendment to the Employment Agreement, and to the extent there is a discrepancybetween this Agreement and the Employment Agreement, this Agreement shall control and supersede the Employment Agreement to the extent of such discrepancy. The Employment Agreement otherwise remains in full force and effect. 

4. This Agreement, the Employment Agreement (as amended by this Agreement), and those documents expressly referred to herein embody the completeagreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

/s/ Cosmo La Forgia
ExecutiveVS HOLDINGS, INC.By: 
/s/ Thomas Tolworthy
Name: 
Thomas Tolworthy
Its: 
Chief Executive Officer
VITAMIN SHOPPE INDUSTRIES INC.By: 
/s/ Thomas Tolworthy
Name: 
Thomas Tolworthy
Its: 
Chief Executive Officer
VS PARENT, INC.By: 
/s/ Thomas Tolworthy
Name: 
Thomas Tolworthy
Its: 
Chief Executive Officer