SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2011
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2011, Michael Collins commenced employment with NBTY, Inc. (the Company) as its Chief Financial Officer. Harvey Kamil, the Companys former Chief Financial Officer and President, will continue with the Company as its Vice Chairman.
Mr. Collins, age 47, previously served as Chief Financial Officer of Sears Holdings Corporation since 2008. Before joining Sears, Mr. Collins served as Executive Vice PresidentFinancial Planning & Analysis at NBC Universal from 2004 to 2008. Before joining NBC, Mr. Collins served in various roles at General Electric Company and its affiliates.
Under the terms of his employment agreement with Alphabet Holding Company, Inc. (Holdings) and the Company, a wholly-owned subsidiary of Holdings, dated as of May 24, 2011, Mr. Collins will serve as Chief Financial Officer of the Company and Holdings. He will receive an annual base salary of $600,000 and is eligible to receive a performance-based bonus targeted at 75% of his annual base salary, subject to adjustments for under- or over-performance, as determined by the Holdings Board of Directors. In addition, Mr. Collins will receive a $1,000,000 sign-on bonus, which amount is generally subject to reimbursement if Mr. Collins is terminated by NBTY for cause, or if Mr. Collins resigns his employment without good reason (each as defined in the employment agreement), within the 12-month period following his start date, and a stock option award to purchase 12,000 shares of common stock of Holdings at an exercise price equal to the stocks fair market value on the grant date, which grant shall be subject to certain vesting provisions. If Mr. Collins is terminated without cause, resigns with good reason, or if his employment agreement is terminated due to non-extension of the term by the Company, he will be entitled to receive an amount equal to his annual base salary, payable over the one-year period following his employment termination and a pro-rata bonus if his termination occurs after April 1st of the applicable Company fiscal year. The employment agreement contains customary confidentiality provisions and non-solicitation and non-competition terms applicable to Mr. Collins that survive for a period of one year following the termination of his employment with the Company. The employment agreement has an initial five-year term.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.