Exhibit 10.1
Charles D. Knight
c/o Vitamin Shoppe, Inc.
300 Harmon Meadow Blvd.
Secaucus, NJ 07094
Re:Offer of Promotion
Dear Chuck:
By this letter (the “Promotion Letter”), Vitamin Shoppe, Inc., a Delaware corporation, and Vitamin Shoppe Industries Inc., a New York corporation (together the “Companies”) are very pleased to offer you a promotion to the position of Executive Vice President, Chief Financial Officer. The effective date of your promotion will be May 20, 2019 (the “Effective Date”).
Your employment will be governed by the terms of this Promotion Letter, the offer letter dated June 4, 2018, which remains in effect except as modified by this letter, and the policies and plans of the Companies as may be in effect from time to time, including without limitation, the Standards of Business Conduct, the Health Enthusiast Handbook, the Dispute Resolution Program, the bonus plans, the Executive Severance Pay Policy, the Vitamin Shoppe 2009 Equity Incentive Plan, as amended and restated through February 22, 2017 (the “2009 Plan”) and the Vitamin Shoppe 2018 Long-Term Incentive Plan (the “2018 Plan”) and related agreements.
The following will outline the general terms of our offer:
1. Position and Duties. You will serve as Executive Vice President, Chief Financial Officer of each of the Companies and, in such capacity, will be responsible for the general financial, affairs and management of the Companies, will perform such duties as are customarily performed by an officer with similar responsibilities of a company of a similar size, together with such other responsibilities that may be assigned to you by the Chief Executive Officer and the Board of Directors, and will have such power and authority as will reasonably be required to enable you to perform your duties hereunder;provided,however, that in exercising such power and authority and performing such duties, you will at all times be subject to the authority of the Chief Executive Officer and the Board of Directors. You shall not be permitted to engage in outside business activities unless approved by the Companies; provided that you may engage in charitable and community activities and manage your personal investments so long as such activities do not, individually or in the aggregate, interfere with the performance of your duties to the Companies. You agree to devote substantially all of your business time, attention and services to the diligent, faithful and competent discharge of such duties for the successful operation of the Companies’ business. Notwithstanding the foregoing, upon the approval of the Audit Committee of the Board of Directors, you may serve as a director of a publicly traded company that is not competitive, provided that such service does not interfere with your obligations hereunder or otherwise create a conflict of interest.
