8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 29, 2012

Vitamin Shoppe, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34507	11-3664322
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2101 91^st Street

North Bergen, New Jersey 07047

(Address of Principal Executive Offices, including Zip Code)

(201) 868-5959

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry Into a Material Definitive Agreement.

The information relating to the employment agreement amendments with Richard L. Markee, Anthony N. Truesdale, Michael G. Archbold, and Louis Weiss, the employment agreement with Brenda Galgano, and the Executive Severance Pay Policy set forth in Item 5.02 of this Current Report on Form 8-K, are incorporated into this Item 1.01 by reference.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 29, 2012, Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company”) and Vitamin Shoppe Industries Inc. (“VS Industries”) and Richard Markee, entered into Amendment No. 2 (the “Markee Amendment”) to the Employment and Non-Competition Agreement (the “Markee Agreement”) by and among Mr. Markee, the Company and VS Industries. The Markee Amendment provides that, effective as of March 29, 2012, Mr. Markee’s term of employment is extended through January 1, 2015, subject to the terms of the agreement, and his annual bonus target amount is increased to 60% of his base salary. Such annual bonus will be based on both the Company’s satisfaction of certain operating objectives, as specified by the Company’s Board or Directors, and Mr. Markee’s satisfaction of certain individual operating objectives, as specified by the Board of Directors. The Markee Amendment provides that if Mr. Markee’s employment is terminated by the Company “without cause” or, upon or within two years following a “change in control” Mr. Markee’s employment is terminated by him due to an “adverse change in status”, with each such term as defined under the Executive Severance Pay Policy, as amended, then he is entitled to payments pursuant to the Executive Severance Pay Policy, as described below, together with certain continued health and life insurance benefits that were provided under the Markee Agreement prior to amendment. The Markee Amendment also includes enhanced forfeiture and repayment provisions, which are applicable in certain circumstances, and clarifies certain of Mr. Markee’s duties as Executive Chairman of the Company.

On March 29, 2012, the Company, VS Industries and Anthony N. Truesdale entered into Amendment No. 4 (the “Truesdale Amendment”) to the Employment and Non-Competition Agreement by and among Mr. Truesdale, the Company and VS Industries. The Truesdale Amendment provides that, effective as of March 29, 2012, Mr. Truesdale’s term of employment is extended through March 31, 2013, with up to two successive one-year renewals, subject to the terms of the agreement. The Truesdale Amendment provides that if Mr. Truesdale’s employment is terminated by the Company “without cause” or, upon or within two years following a “change in control” Mr. Truesdale’s employment is terminated by him due to an “adverse change in status”, with each such term as defined under the Executive Severance Pay Policy, as amended, then he is entitled to payments pursuant to the Executive Severance Pay Policy. The Truesdale amendment also includes enhanced forfeiture and repayment provisions, which are applicable in certain circumstances.

On March 29, 2012, the Company, VS Industries and Michael G. Archbold entered into Amendment No. 4 (the “Archbold Amendment”) to the Employment and Non-Competition Agreement by and among Mr. Archbold, the Company and VS Industries. The Archbold Amendment provides that, effective as of March 29, 2012, Mr. Archbold’s term of employment is extended through April 15, 2013, with up to two successive one-year renewals, subject to the terms of the agreement. The Archbold Amendment provides that if Mr. Archbold’s employment is terminated by the Company “without cause” or, upon or within two years following a “change in control” Mr. Archbold’s employment is terminated by him due to an “adverse change in status”, with each such term as defined under the Executive Severance Pay Policy, as amended, then he is entitled to payments pursuant to the Executive Severance Pay Policy. The Archbold Amendment also includes enhanced forfeiture and repayment provisions, which are applicable in certain circumstances.

On March 29, 2012, the Company, VS Industries and Louis Weiss entered into Amendment No. 2 (the “Weiss Amendment”) to the Employment and Non-Competition Agreement by and among Mr. Weiss, the Company and VS Industries. The Weiss Amendment provides that, effective as of March 29, 2012, Mr. Weiss’ term of employment is extended through March 31, 2013, with up to two successive one-year renewals, subject to the terms of the agreement. The Weiss amendment increased Mr. Weiss’ annual bonus target amount to 45% of his base salary. Such annual bonus will be based on both the Company’s satisfaction of certain operating objectives, as specified by the Company’s Board or Directors, and Mr. Weiss’ satisfaction of certain individual operating objectives, as specified by the Board of Directors. The Weiss amendment provides that if Mr. Weiss’ employment is terminated by the Company “without cause” or, upon or within two years following a “change in control” Mr. Weiss’ employment is terminated by him due to an “adverse change in status”, with each such term as defined under the Executive Severance Pay Policy, as amended, then he is entitled to payments pursuant to the Executive Severance Pay Policy. The Weiss Amendment also includes enhanced forfeiture and repayment provisions, which are applicable in certain circumstances.

On March 29, 2012, the Company, VS Industries and Brenda Galgano entered into an Employment and Non-competition Agreement (the “Galgano Agreement”). The Galgano Agreement provides that Ms. Galgano shall serve as the Chief Financial Officer of the Company and her annual base salary is $459,000. The Galgano Agreement also provides that Ms. Galgano will be eligible for an annual cash bonus of 50% of her base salary. Such annual bonus will be based on both the Company’s satisfaction of certain operating objectives, as specified by the Company’s Board or Directors, and Ms. Galgano’s satisfaction of certain individual operating objectives, as specified by the Board of Directors. Ms. Galgano’s term of employment is through March 31, 2013, with up to two successive one-year renewals, subject to the terms of the agreement. The Galgano Agreement provides that if Ms. Galgano’s employment is terminated by the Company “without cause” or, upon or within two years following a “change in control” Ms. Galgano’s employment is terminated by her due to an “adverse change in status”, with each such term as defined under the Executive Severance Pay Policy, as amended, then she is entitled to payments pursuant to the Executive Severance Pay Policy. The Galgano Agreement also includes forfeiture and repayment provisions, which are applicable in certain circumstances.

On March 29, 2012, the Company amended its Executive Severance Pay Policy (the “Policy”), which provides severance benefits to executive employees who are involuntarily terminated from employment under certain circumstances. Under the Policy, if an eligible participant is terminated by the Company other than for “cause” (as defined in the Policy), the participant is eligible to receive 52 weeks of base salary continuation, limited to 26 weeks for employees with one year or less of employment, and a pro-rata bonus for the year of termination if their employment is terminated after mid-calendar year.

As amended, the Policy provides increased benefits if an eligible participant is terminated by the Company other than for cause or voluntarily by the participant due to an “adverse change in status” (as defined in the Policy) upon or within 24 months following a Change in Control (as defined in the Policy) of the Company. This “double trigger” benefit consists of (i) a cash severance benefit of two times base salary plus target bonus; and (ii) continued benefits for a two year period for named executive officers. Other executive officers receive severance based on the same payment formula, except that the multiple used is one times base salary, plus one-twelfth for each year of completed employment with the Company, up to a maximum of two times for an executive who has completed twelve years of service. The continued benefits for executive officers other than named executive officers extend for one year plus one month for each year of completed employment with the Company, up to a maximum of two years. In addition, executive officers receive a pro-rata target bonus for the year of termination of employment if the Company’s performance for the year equals or exceeds its business plan, based on the number of full months employed. Named executive officers also receive certain outplacement services for a one year period following termination.

If any payment under the Policy would cause a participant to become subject to the excise tax imposed under section 4999 of the Internal Revenue Code, then payments and benefits will be reduced to the amount that would not cause the participant to be subject to the excise tax if such a reduction would put the participant in a better after tax position than if the participant were to pay the tax. No tax gross ups are provided under the Policy.

The foregoing descriptions of the Markee Amendment, the Truesdale Amendment, the Archbold Amendment, the Weiss Amendment, the Galgano Agreement and the Executive Severance Pay Policy do not purport to be complete and are qualified in their entirety by the text of the amendments or agreements, as applicable, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K and incorporated by reference herein.

Disclosure Regarding Forward-Looking Statements:

This Current Report on Form 8-K contains statements that do not directly or exclusively relate to historical facts. As a general matter, forward-looking statements are those focused upon anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions, as well as future or conditional verbs such as “will,” “should,” “would,” and “could,” often identify forward-looking statements. Such forward-looking statements, and any statements that are not purely historical in nature, are subject to uncertainties and factors relating to our operations and business environment, any of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 2 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. (“VS Industries”) and Richard Markee.
10.2	Amendment No. 4 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Anthony N. Truesdale.
10.3	Amendment No. 4 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Michael G. Archbold
10.4	Amendment No. 2 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Louis Weiss
10.5	Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries, Inc. and Brenda Galgano
10.6	Vitamin Shoppe, Inc. Executive Severance Pay Policy, as amended

SIGNATURE

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.

VITAMIN SHOPPE, INC.
By:	/s/ James M. Sander
Name: James M. Sander
Title:   Vice President, General Counsel and Secretary

Dated: April 2, 2012

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 2 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. (“VS Industries”) and Richard Markee.
10.2	Amendment No. 4 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Anthony N. Truesdale.
10.3	Amendment No. 4 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Michael G. Archbold
10.4	Amendment No. 2 to Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Louis Weiss
10.5	Employment and Non-Competition Agreement between Vitamin Shoppe, Inc., Vitamin Shoppe Industries, Inc. and Brenda Galgano
10.6	Vitamin Shoppe, Inc. Executive Severance Pay Policy, as amended

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of March 29, 2012, by and among Richard Markee (the “Executive”), Vitamin Shoppe, Inc., a Delaware corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).

Reference is made to that certain Employment and Non-Competition Agreement by and between the Executive, Parent and Company dated September 9, 2009, as amended by Amendment No. 1 to Employment and Non-Competition Agreement dated February 28, 2011 (the “Employment Agreement”).

WHEREAS, the parties to this Agreement desire to further 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 which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. As used in the Employment Agreement the term:

(a) “Parent” is hereby deemed to refer to Vitamin Shoppe, Inc., a Delaware corporation and successor in merger of VS Parent, Inc. into VS Holdings Inc.; and

(b) “Company” is hereby deemed to refer to Vitamin Shoppe Industries Inc., a New York corporation.

2. Section 1 of the Employment Agreement is hereby amended as follows:

(a) the phrase “, VS Direct, Inc.” is hereby deleted in the ninth line thereof;

(b) the phrase “, VS Direct’s” is hereby deleted in the eleventh line thereof; and

(c) the following sentences are added to the end of Section 1 of the Employment Agreement:

“The Executive’s duties include working with the Chief Executive Officer of Parent and the Company, and such other members of senior management as may be requested by the Chief Executive Officer. The Executive further agrees and acknowledges that during the Term he will not engage in any other business activities or provide services to other entities or individuals without disclosure to, and advance written approval from, the Board of Directors of Parent, and that he will continue to devote more of his business time, attention and services to the Company than to any other single business entity or group of related entities.”

3. Section 2(A) of the Employment Agreement is hereby amended by deleting the word “first” in the last sentence thereof and inserting the word “next” therefor.

4. Section 2(B) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(B) Bonus Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of sixty percent (60%) of his then current base salary pursuant to the Company’s then current Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors in their sole discretion. The Executive acknowledges that Company reserves the right to change the structure of the MIP from time to time, provided that any change will not affect the Executive’s ability to receive an Annual Cash Bonus with a target of sixty percent (60%) of the Executive’s base salary. The Executive shall be paid his Annual Cash Bonus on or about March 1st of the calendar year following the year to which such bonus relates, and in all events on or before March 15^th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15^th of the calendar year following the calendar year of termination. The Executive’s Annual Cash Bonus potential shall be reviewed annually for increase or decrease by the Compensation Committee and recommended to the Board of Directors for approval in their sole discretion. The Executive acknowledges and agrees that as required under law or Company policy, incentive compensation to the extent received based on erroneous information, is subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.”

5. Section 2 (D) of the Employment Agreement: is hereby amended and restated in its entirety as follows:

“(D) Reimbursement of Expenses. The Company shall reimburse the Executive for any and all out-of-pocket expenses reasonably incurred by the Executive during the term of his employment in connection with his duties and responsibilities as Chief Executive Officer of Parent or the Company, provided that the Executive complies with the policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

6. Section 2(G) of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “(G) Reserved.”

7. Section 2(H) of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “(H) Reserved.”

8. Section 2(I) of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “(I) Reserved.”

9. A new section 2(J) is hereby added to the Employment Agreement, to read in its entirety as follows:

“(J) Forfeiture and Repayment. The Executive agrees and acknowledges that amounts and awards payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment and/or a demand for repayment of any amounts or gains realized may be made upon the Executive on the basis of the Parent’s or 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 engages in conduct that is (x) materially adverse to the interest of the Parent or the Company, which include failures to comply with the Parent’s and the Company’s written rules or regulations and material violations of any agreement with the Parent or the Company, (y) fraud, or (z) conduct contributing to any financial restatements or irregularities; (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 Parent or the Company; (iii) if following termination of employment, the Executive violates any post-termination obligations or duties owed to, or any agreement with, the Parent or the Company, which includes this Agreement and other agreements restricting post-employment conduct; and (iv) if compensation that is promised or paid to the Executive is required to be forfeited and/or repaid to the Parent or 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 this Agreement or other plan or arrangement.”

10. Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“3. Term. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall terminate on January 1, 2015 (the “Term”), unless earlier terminated as provided in Section 5 of this Agreement.”

11. The reference in the last sentence of Section 5(A) of the Employment Agreement shall be changed from “2011” to “2014”.

12. Section 5(C) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(C) At the Election of the Company for Reasons Other than With Cause. The Company may, unilaterally, terminate the Executive’s employment hereunder at any time during the Term without Cause upon five (5) business days prior written notice to the Executive of the Company’s election to terminate. Upon any such termination under this Section 5(C), the Company shall provide the applicable Severance Pay as defined and specified in the Parent’s Executive Severance Pay Policy (the “Policy”), as may be amended from time to time, payable upon a termination of the Executive’s employment by the Company other than for “cause”, as defined in the Policy, together with the following additional item:

(i) Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), until the earlier to occur of (x) a period of twelve months from the date of termination of the Executive or (y) the time when the Executive becomes eligible for insurance coverage offered by any subsequent 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 continued 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’s termination. In the event that the Executive’s continued participation in any group plans and programs is not permitted, then in lieu thereof, the Company shall acquire, with the same cost sharing, individual insurance policies providing comparable coverage for the Executive for the Insurance Continuation Period; 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.”

13. Section 5(D) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(D) At the Election of the Executive for Certain Reasons. The Executive may terminate his employment upon written notice to the Company if, upon the occurrence of a Change in Control, as defined in the Policy, or within two years after a Change in Control, the Executive experiences an Adverse Change in Status, as defined in the Policy, without his written consent, which is not remedied within thirty (30) days after which the Executive gives written notice to the Board of Directors of the same. In order to exercise his right to terminate his employment under this Section 5(D), the Executive must provide written notice to the Board of Directors within ninety (90) days of such change. If the Executive exercises his right to terminate his employment under this Section 5(D), the Company shall provide the applicable Severance Pay as defined and specified in the Policy, as may be amended from time to time, payable upon a termination by the Executive due to an Adverse Change in Status.”

14. Section 5(E)(i) of the Employment Agreement is hereby amended by deleting the phrase “(provided that if the Executive’s employment is terminated on or prior to the last day of fiscal year 2009, the Company shall pay the Executive the full guaranteed bonus for 2009)” in the last two lines thereof.

15. Section 5(F)(i) of the Employment Agreement is hereby amended by deleting the phrase “(provided that if the Executive’s employment is terminated on or prior to the last day of fiscal year 2009, the Company shall pay the Executive the full guaranteed bonus for 2009)” in the last two lines thereof.

16. The following sentence is added to the end of Section 5(H) of the Employment Agreement:

“All reimbursements under this Section 5(H) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

17. Section 5(I) of the Employment Agreement is hereby amended by deleting the phrase “Holdings, VS Direct,” from the forth line thereof.

18. Section 5(J) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(J) Company’s Obligation. The Company’s obligation to make the severance payments and provide benefits in each case required under Sections 5(C) and 5(D) is conditioned upon the Executive’s compliance with (i) the provisions of the Policy, including without limitation the execution and delivery to the Company of a general release as provided therein and compliance with covenants set forth therein, (ii) continued observance in all material respects of the covenants contained in Sections 7 or 8(A) or 9 of this Agreement, and is subject to recoupment and forfeiture pursuant to the Parent’s and the Company’s recoupment and forfeiture policies, as may be in effect from time to time, and as provided herein.”

19. Section 6 of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “6. Reserved.”

20. Section 9 of the Employment Agreement is hereby amended by deleting the phrase “, Holdings, VS Direct” from the sixth line and tenth and eleventh lines thereof.

21. Section 12 of the Employment Agreement is hereby amended as follows:

(a) the phrase “, Parent, VS Direct or VS Holdings” is hereby deleted from the second and third lines thereof and the phrase “or Parent” is hereby inserted therefor;

(b) the reference to “90 days” in the last sentence is hereby deleted and replaced with “75 days”; and

(c) the following sentence shall be added to the end of Section 12 of the Employment Agreement:

“For purposes of determining the order of reduction of amounts payable under the Policy, the order of reduction specified therein shall govern the reduction of such amounts and, if and to the extent not addressed therein, shall be reduced in accordance with the foregoing.”

22. Section 13 of the Employment Agreement is hereby amended by deleting the phrase “, Holdings, VS Direct” in the fourth, ninth, eleventh, fourteenth and fifteenth lines thereof.

23. Section 15 of the Employment Agreement is hereby amended by deleting the phrase “, Holdings, VS Direct” in the seventh line thereof.

24. Section 16 of the Employment Agreement is hereby amended and restated in its entirety as follows:

16. Governing Law. “This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any conflict of law provisions thereof.”

25. Section 20 of the Employment Agreement is hereby amended by deleting the phrase “, Holdings, VS Direct” in the third and eighth lines thereof and by deleting the phrase “, Holding’s, VS Direct’s” in the seventh line thereof.

26. Section 21 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“21. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given to the person or entity (i) when delivered by hand, (ii) three days after being sent by first-class certified mail, postage prepaid, return receipt requested, (iii) when delivered by overnight commercial courier, or (iv) when transmitted by telecopy or facsimile machine (with confirmation of receipt), to the following address of the party to whom such notice is to be made, or to such other address as such party may designate in the same manner provided herein:

If to the Company or Parent:

Vitamin Shoppe Industries Inc.

2101 91st. Street

North Bergen, New Jersey 07047

Attention:  James M. Sander

Facsimile:  (201) 868-0727

If to the Executive:

Richard Markee

360 Mendham Road

Bernardsville, NJ 07924

Facsimile: (        ) –

with a copy (which shall not constitute notice) to:

Morrison Cohen LLP

909 Third Avenue, 27th Floor

New York, New York 10022

Attention:  Colleen Westbrook, Esq.

Facsimile:  (917) 522-3156”

27. Section 22 of the Employment Agreement is hereby amended by deleting the phrase “Holdings, Parent, VS Direct” from the third line thereof and inserting the word “Parent” therefor.

28. Section 24(B) of the Employment Agreement is amended by deleting the phrase “(i) the expiration of the six (6)-month period measured from” in the twelfth line thereof and inserting the phrase “(i) the first day of the seventh month following” therefor.

29. Exhibit A, Exhibit B, and Exhibit C of the Employment Agreement are hereby deleted in their entirety.

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

31. This Agreement is an amendment to the Employment Agreement, and to the extent there is a discrepancy between 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.

32. This Agreement, the Employment Agreement (as further amended by this Agreement), and those documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt and 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.

[END OF PAGE]

[SIGNATURE PAGE FOLLOWS]

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

/s/ Richard Markee
Executive: Richard Markee
VITAMIN SHOPPE, INC.
(successor in merger of VS Parent, Inc. into VS Holdings Inc.)
By:	/s/ James M. Sander
Name: James M. Sander
Its: Vice President and General Counsel
VITAMIN SHOPPE INDUSTRIES INC.
By:	/s/ James M. Sander
Name: James M. Sander
Its: Vice President and General Counsel

EX-10.2

Exhibit 10.2

AMENDMENT NO. 4 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS AMENDMENT NO. 4 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of March 29, 2012, by and among Anthony Truesdale (the “Executive”), Vitamin Shoppe, Inc., a Delaware corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).

Reference is made to that certain Employment and Non-Competition Agreement by and between the Executive, Parent and Company dated June 12, 2006, as amended on December 28, 2007, on September 25, 2009 and on February 28, 2011 (the “Employment Agreement”).

WHEREAS, the parties to this Agreement desire to further 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 which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. As used in the Employment Agreement the term:

(a) “Parent” is hereby deemed to refer to Vitamin Shoppe, Inc., a Delaware corporation and successor in merger of VS Parent, Inc. into VS Holdings Inc.; and

(b) “Company” is hereby deemed to refer to Vitamin Shoppe Industries Inc., a New York corporation.

2. Section 1 of the Employment Agreement is hereby amended as follows:

(a) the phrase “, VS Direct, Inc. is hereby deleted in the second line thereof;

(b) the phrase “, VS Direct” is hereby deleted in the fourth, ninth and tenth lines thereof; and

(c) the phrase “, VS Direct’s” is herby deleted in the twelfth line thereof.

3. Section 2(A) of the Employment Agreement is hereby amended by deleting the word “first” in the penultimate sentence thereof and inserting the word “next” therefor.

4. Section 2(B) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(B) Bonus and Equity Incentive Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of one hundred percent (100%) of his then current base salary pursuant to the Company’s then current Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual

members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors in their sole discretion. The Executive acknowledges that Company reserves the right to change the structure of the MIP from time to time, provided that any change will not affect the Executive’s ability to receive an Annual Cash Bonus of up to a target amount of one hundred percent (100%) of the Executive base salary. The Executive shall be paid his Annual Cash Bonus on or about March 1st of the calendar year following the year to which such bonus relates, and in all events on or before March 15^th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15^th of the calendar year following the calendar year of termination. The Executive acknowledges and agrees that as required under law or Company policy, bonus and equity incentive compensation to the extent received based on erroneous information, is subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.”

5. The following sentence is added to the end of Section 2(D) of the Employment Agreement:

“All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

6. A new section 2(G) is hereby added to the Employment Agreement, to read in its entirety as follows:

“(G) Forfeiture and Repayment. The Executive agrees and acknowledges that amounts and awards payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment and/or a demand for repayment of any amounts or gains realized may be made upon the Executive on the basis of the Parent’s or 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 engages in conduct that is (x) materially adverse to the interest of the Parent or the Company, which include failures to comply with the Parent’s and the Company’s written rules or regulations and material violations of any agreement with the Parent or the Company, (y) fraud, or (z) conduct contributing to any financial restatements or irregularities; (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 Parent or the Company; (iii) if following termination of employment, the Executive violates any post-termination obligations or duties owed to, or any agreement with, the Parent or the Company, which includes this Agreement and other agreements restricting post-employment conduct; and (iv) if compensation that is promised or paid to the Executive is required to be forfeited and/or repaid to the Parent or 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 this Agreement or other plan or arrangement.”

7. Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows:

3. Term. “The term of the Executive’s employment hereunder shall terminate on March 31, 2013 (the “Initial Term”), unless earlier terminated as provided in Section 5 of this Agreement. Following the Initial Term, this Agreement and the Executive’s employment hereunder shall automatically renew for up to two (2) successive one (1) year periods (each a “Renewal Term”), unless either the Company or the Executive shall notify the other in writing not later than sixty (60) days prior to the end of the Initial Term or the then current Renewal Term that such party elects for this Agreement and the Executive’s employment hereunder to terminate at the end of the Initial Term or such Renewal Term, as applicable; provided, however, that each Renewal Term shall be subject to earlier termination as provided in Section 5 of this Agreement.”

8. Section 5(A) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(A) At the Executive’s Option. The Executive may terminate his employment at any time upon at least ninety (90) days’ advance written notice to the Company. In such event, the Executive shall be entitled to no severance or other termination benefits from and after the termination of his employment, except as provided in Section 5(I) hereof.”

9. Section 5(C) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(C) At the Election of the Company for Reasons Other than With Cause. The Company may, unilaterally, terminate the Executive’s employment hereunder at any time during the term of this Agreement without cause upon five (5) business days prior written notice to the Executive of the Company’s election to terminate. Upon a termination (I) under this Section 5(C), (II) due to the expiration of the Initial Term or Renewal Term due to a non-extension of the Agreement by the Company pursuant to the provisions of Section 3, or (III) due to the expiration of the second Renewal Term pursuant to the provisions of Section 3 (i.e., March 31, 2015), the Company shall provide the applicable Severance Pay as defined and specified in the Parent’s Executive Severance Pay Policy (the “Policy”), as may be amended from time to time, payable upon a termination of the Executive’s employment by the Company other than for “cause”, as defined in the Policy, together with the following additional item:

(i) Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), until the earlier to occur of (x) a period of twelve (12) months from the date of termination of the Executive’s employment, and (y) the time when the Executive becomes eligible for insurance coverage offered by any subsequent 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 continued 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’s termination. In the event that the Executive’s continued participation in any group plans and programs is not permitted, then in lieu thereof, the

Company shall acquire, with the same cost sharing, individual insurance policies providing comparable coverage for the Executive for the Insurance Continuation Period; 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.”

10. Section 5(D) of the Employment Agreement is hereby amended and restated in its entirety as follows:

(D) At the Election of the Executive for Certain Reasons. The Executive may terminate his employment upon written notice to the Company if, upon the occurrence of a Change in Control, as defined in the Policy, or within two years after a Change in Control, the Executive experiences an Adverse Change in Status, as defined in the Policy, without his written consent, which is not remedied within thirty (30) days after which the Executive gives written notice to the Board of Directors of the same. In order to exercise his right to terminate his employment under this Section 5(D), the Executive must provide written notice to the Board of Directors within ninety (90) days of such change. If the Executive exercises his right to terminate his employment under this Section 5(D), the Company shall provide the applicable Severance Pay as defined and specified in the Policy, as may be amended from time to time, payable upon a termination by the Executive due to an Adverse Change in Status.”

11. The following sentence is added to the end of Section 5(H) of the Employment Agreement:

“(H) All reimbursements under this Section 5(H) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

12. Section 5(J) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(J) Company’s Obligation. The Company’s obligation to make the severance payments and provide benefits in each case required under Section 5 is conditioned upon the Executive’s compliance with (i) the provisions of the Policy, including without limitation the execution and delivery to the Company of a general release as provided therein and compliance with covenants set forth therein, (ii) continued observance in all material respects of the covenants contained in Sections 6, 7, 8 and 9 of this Agreement, and is subject to recoupment and forfeiture pursuant to the Parent’s and the Company’s recoupment and forfeiture policies, as may be in effect from time to time, and as provided herein.”

13. Section 5(K) of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “5(K). Reserved.”

14. Section 5(L) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(L) Partial Year Bonus. If the Executive’s employment is terminated pursuant to either of Section 5(E) or Section 5(F) after more than one-half (1/2) of the calendar year shall have transpired, the Company shall pay to the Executive at the time specified below the Fraction

(hereinafter defined) times the portion of the Annual Cash Bonus based upon the Executive’s salary and maximum bonus percentage at that time that is attributable to the performance of the Company as a whole, but not any portion thereof that is attributable to the performance of the Executive and/or a portion of the Company of which the Executive is a part. The numerator of the Fraction shall be the number of months (including any fractional month as a full month) that the Executive was an employee of the Company during such calendar year, minus six (6), and the denominator of the Fraction shall be six (6). As an example, if the Executive’s employment with the Company is terminated in the first week of the tenth (10th) month, the Fraction shall be four-sixths (4/6), determined as follows: (x) ten (10) minus six (6), divided by (y) six (6). Any payment on account of a partial year bonus shall be made at the same time as payment is made to other executives of the Company under the MIP as stated in Section 2(B). If in connection with or following the termination of the Executive’s employment the Company shall amend the MIP and the Executive is entitled to benefits under either of Section 5(E) or Section 5(F) hereof, the amount of the Annual Cash Bonus to be paid thereunder shall equal the amount determined under the MIP as the same existed prior to the amendment thereof.”

15. Section 5(M) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(M) Boards and Committees. Upon termination of the Executive’s employment for any reason, the Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board of the Parent and any subsidiary Boards (and any committees thereof).”

16. Section 11 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“11. Excise Taxes. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company or Parent, under this Agreement or otherwise (including, without limitation, any payment, benefit, entitlement or distribution paid or provided by the person or entity effecting the change in control) in connection with a change of control (the “Total Payments”) (a) constitute “parachute payments” within the meaning of Section 280G of the Code, and (b) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (i) the full amount of the Total Payments (taking into account the full value of the equity awards), or (ii) a portion of the Total Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income and employment taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Total Payments. Any determination required under this Section 11 shall be made in writing by the independent public accountants of the Company (the “Accountants”), whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction pursuant to this Section 11 of the Total Payments to be delivered to the Executive, such reduction shall occur in the following order: (i) any cash

severance payable by reference to the Executive’s base salary or annual bonus, (ii) any other cash amount payable to Executive, (iii) any benefit valued as a “parachute payment,” and (iv) acceleration of vesting of any equity award. This Section 11 shall not apply, however, to any payment or benefit if the application of Section 280G(b)(5) of the Code to such payment or benefit results in such payment or benefit not constituting a parachute payment under Section 280G(b)(2). For the avoidance of doubt, in the event additional Total Payments are made to the Executive after the application of the cutback in this Section 11, which additional Total Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Total Payments which were originally cutback. The Company shall determine at the end of each calendar year whether any such restoration is necessary based on additional Total Payments (if any) made during such calendar year, and shall pay such restoration within seventy five (75) days of the last day of such calendar year. For purposes of determining the order of reduction of amounts payable under the Policy, the order of reduction specified therein shall govern the reduction of such amounts and, if and to the extent not addressed therein, shall be reduced in accordance with the foregoing.”

17. Section 13 of the Employment Agreement is hereby amended as follows:

(a) the phrase “, Parent or Holdings” is hereby deleted and replaced with the phrase “or Parent” in the second and third lines thereof; and

(b) the phrase “, Parent and Holdings” is hereby deleted and replaced with the phrase “and Parent” in the fifth line thereof.

18. Section 19 of the Employment Agreement is hereby amended by deleting the last sentence thereof.

19. Section 21 of the Employment Agreement is hereby amended and restated in its entirety as follows:

21. “Notices. Unless otherwise state, all notices hereunder shall be (i) delivered by hand, (ii) sent by first-class certified mail, postage prepaid, return receipt requested, or (iii) delivered by overnight commercial courier, to the following address of the party to whom such notice is to be made, or to such other address as such party may designate in the same manner provided herein:

If to the Company or Parent:

Vitamin Shoppe Industries Inc.

2101 91st Street

North Bergen, New Jersey 07047

Attention:    Chief Executive Officer

with a copy to:

Vitamin Shoppe Industries Inc.

2101 91st Street

North Bergen, NJ 07047

Attention:    General Counsel

If to the Executive: to the Executive’s last known address on the records of the Company.”

20. Section 22 of the Employment Agreement is hereby amended by deleting the phrase “, Holdings” from the third line thereof.

21. Section 24 of the Employment Agreement is hereby amended and restated in its entirety as follows:

24. “Use of the Term “Company”. The term Company as used herein shall mean Company and/or Parent and any subsidiaries of Company, unless the context shall dictate otherwise, and the obligations of Company and Parent hereunder shall be joint and several.”

22. Section 25 of the Employment Agreement is hereby amended and restated in its entirety as follows:

25. “Effect of Agreement. As of the Effective Date, the Company, Parent and Executive agree that the Existing Agreement shall be superceded by this Agreement and that the Existing Agreement shall have no further force and effect.”

23. A new Section 26 is hereby added to the Employment Agreement, to read in its entirety as follows:

26. Code Section 409A Compliance.

(A) The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with 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 amount or benefit upon or following a termination of employment if such payment or benefit constitutes a “deferral of compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such payment or benefit, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service”, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the first day of the seventh month following the date of

such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(C) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute a “deferral of compensation” under Code Section 409A unless such release is signed and delivered within sixty (60) days following the date of the Executive’s termination of employment. In this regard, the Company agrees to provide the Executive with the form of release required under Section 5(J) no later than 5 days after the Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i) To the extent that any such cash payment or continuing benefit to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein.

(ii) To the extent that any such cash payment or continuing benefit to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60th) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein.

(D) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(E) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(F) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

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

25. This Agreement is an amendment to the Employment Agreement, and to the extent there is a discrepancy between 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.

26. This Agreement, the Employment Agreement (as further amended by this Agreement), and those documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt and 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.

[END OF PAGE]

[SIGNATURE PAGE FOLLOWS]

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

/s/ Anthony Truesdale
Executive: Anthony Truesdale
VITAMIN SHOPPE, INC.
(successor in merger of VS Parent, Inc. into VS Holdings Inc.)
By:	/s/ James M. Sander
Name:	James M. Sander
Its:	Vice President and General Counsel

VITAMIN SHOPPE INDUSTRIES, INC.
By:	/s/ James M. Sander
Name:	James M. Sander
Its:	Vice President and General Counsel

EX-10.3

Exhibit 10.3

AMENDMENT NO. 4 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS AMENDMENT NO. 4 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of March 29, 2012, by and among Michael G. Archbold (“Executive”), Vitamin Shoppe, Inc., a Delaware corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).

Reference is made to that certain Employment and Non-Competition Agreement by and between Executive, Parent and Company dated April 16, 2007, as amended by that certain Amendment to Employment and Non-Competition Agreement dated December 28, 2007, that certain Amendment No. 2 to Employment and Non-Competition Agreement dated September 25, 2009 and that certain Amendment No. 3 to Employment and Non-Competition Agreement dated February 28, 2011 (the “Employment Agreement”).

WHEREAS, the parties to this Agreement desire to further 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 which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. As used in the Employment Agreement the term:

(a) “Parent” is hereby deemed to refer to Vitamin Shoppe, Inc., a Delaware corporation and successor in merger of VS Parent, Inc. into VS Holdings Inc.; and

(b) “Company” is hereby deemed to refer to Vitamin Shoppe Industries Inc., a New York corporation.

2. Section 1 of the Employment Agreement is hereby amended by deleting the phrase “, VS Direct” in the second and fourth lines thereof

3. Section 2(A) of the Employment Agreement is hereby amended by deleting the word “first” in the penultimate sentence thereof and inserting the word “next” therefor.

4. Section 2(B) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(B) Bonus and Equity Incentive Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of seventy percent (70%) of his then current base salary pursuant to the Company’s then current Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors and Chief Executive Officer in their sole discretion. The Executive acknowledges that the Company

reserves the right to change the structure of the MIP from time to time, provided that any change will not affect Executive’s ability to receive an Annual Cash Bonus of up to a target amount of seventy percent (70%) of the Executive’s base salary. The Executive shall be paid his Annual Cash Bonus on or before March 1st of the calendar year following the year to which such bonus relates, but in all events on or before March 15th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by the Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15th of the calendar year following the calendar year of termination.”

5. The following sentence is added to the end of Section 2(D) of the Employment Agreement:

“All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

6. A new section 2(F) is hereby added to the Employment Agreement, to read in its entirety as follows:

“(F) Forfeiture and Repayment. The Executive agrees and acknowledges that amounts and awards payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment and/or a demand for repayment of any amounts or gains realized may be made upon the Executive on the basis of the Parent’s or 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 engages in conduct that is (x) materially adverse to the interest of the Parent or the Company, which include failures to comply with the Parent’s and the Company’s written rules or regulations and material violations of any agreement with the Parent or the Company, (y) fraud, or (z) conduct contributing to any financial restatements or irregularities; (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 Parent or the Company; (iii) if following termination of employment, the Executive violates any post-termination obligations or duties owed to, or any agreement with, the Parent or the Company, which includes this Agreement and other agreements restricting post-employment conduct; and (iv) if compensation that is promised or paid to the Executive is required to be forfeited and/or repaid to the Parent or 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 this Agreement or other plan or arrangement.”

7. Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“3. Term. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall terminate on April 15, 2013 (the “Initial Term”), unless earlier terminated as provided in Section 5 of this Agreement. Following the Initial Term, this Agreement and the Executive’s employment hereunder shall automatically renew for up to two

(2) successive one (1) year periods (each a “Renewal Term”), unless either the Company or the Executive shall notify the other in writing not later than sixty (60) days prior to the end of the Initial Term or the then current Renewal Term that such party elects for this Agreement and the Executive’s employment hereunder to terminate at the end of the Initial Term or such Renewal Term, as applicable; provided, however, that each Renewal Term shall be subject to earlier termination as provided in Section 5 of this Agreement.

8. Section 5(A) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(A) At the Executive’s Option. The Executive may terminate his employment at any time upon at least ninety (90) days’ advance written notice to the Company. In such event, the Executive shall be entitled to no severance or other termination benefits from and after the termination of his employment, except as provided in Section 5(I) hereof.”

9. Section 5(C) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(C) At the Election of the Company for Reasons Other than With Cause. The Company may, unilaterally, terminate the Executive’s employment hereunder at any time during the term of this Agreement without cause upon five (5) business days prior written notice to the Executive of the Company’s election to terminate. Upon a termination (I) under this Section 5(C), (II) due to the expiration of the Initial Term or Renewal Term due to a non-extension of the Agreement by the Company pursuant to the provisions of Section 3, or (III) due to the expiration of the second Renewal Term pursuant to the provisions of Section 3 (i.e., April 15, 2015), the Company shall provide the applicable Severance Pay as defined and specified in the Parent’s Executive Severance Pay Policy (the “Policy”), as may be amended from time to time, payable upon a termination of Executive’s employment by the Company other than for “cause”, as defined in the Policy, together with the following additional item:

(i) Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), until the earlier to occur of (x) a period of twelve (12) months from the date of termination of Executive’s employment, and (y) the time when the Executive becomes eligible for insurance coverage offered by any subsequent 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 continued 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’s termination. In the event that the Executive’s continued participation in any group plans and programs is not permitted, then in lieu thereof, the Company shall acquire, with the same cost of sharing, individual insurance policies providing comparable coverage for the Executive for the Insurance Continuation Period; 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.”

10. Section 5(D) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(D) At the Election of the Executive for Certain Reasons. The Executive may terminate his employment upon written notice to the Company if, upon the occurrence of a Change in Control, as defined in the Policy, or within two years after a Change in Control, the Executive experiences an Adverse Change in Status, as defined in the Policy, without his written consent, which is not remedied within thirty (30) days after which the Executive gives written notice to the Board of Directors of the same. In order to exercise his right to terminate his employment under this Section 5(D), the Executive must provide written notice to the Board of Directors within ninety (90) days of such change. If the Executive exercises his right to terminate his employment under this Section 5(D), the Company shall provide the applicable Severance Pay as defined and specified in the Policy, as may be amended from time to time, payable upon a termination by the Executive due to an Adverse Change in Status.”

11. The following sentence is added to the end of Section 5(H) of the Employment Agreement:

“All reimbursements under this Section 5(H) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

12. Section 5(J) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(J) Company’s Obligation. The Company’s obligation to make the severance payments and provide benefits in each case required under Section 5 is conditioned upon the Executive’s compliance with (i) the provisions of the Policy, including without limitation the execution and delivery to the Company of a general release as provided therein and compliance with covenants set forth therein, (ii) continued observance in all material respects of the covenants contained in Sections 6, 7, 8 and 9 of this Agreement, and is subject to recoupment and forfeiture pursuant to the Parent’s and the Company’s recoupment and forfeiture policies, as may be in effect from time to time, and as provided herein.”

13. Section 5(K) of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “5(K) Reserved.”

14. Section 5(L) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(L) Partial Year Bonus. If the Executive’s employment is terminated pursuant to either of Section 5(E) or Section 5(F) after more than one-half (1/2) of the calendar year shall have transpired, the Company shall pay to the Executive at the time specified below the Fraction (hereinafter defined) times the portion of the Annual Cash Bonus based upon Executive’s salary and maximum bonus percentage at that time that is attributable to the performance of the Company as a whole, but not any portion thereof that is attributable to the performance of the Executive and/or a portion of the Company of which the Executive is a part. The numerator of the Fraction shall be the number of months (including any fractional month as a full month) that the Executive was an employee of the Company during such calendar year, minus six (6), and the denominator of the Fraction shall be six (6). As an example, if the Executive’s employment with the Company is terminated in the first week of the tenth (10th) month, the Fraction shall be

four-sixths (4/6), determined as follows: (x) ten (10) minus six (6), divided by (y) six (6). Any payment on account of a partial year bonus shall be made at the same time as payment is made to other executives of the Company under the MIP as stated in Section 2(B). If in connection with or following the termination of the Executive’s employment the Company shall amend the MIP and the Executive is entitled to benefits under either of Section 5(E) or Section 5(F) hereof, the amount of the Annual Cash Bonus to be paid thereunder shall equal the amount determined under the MIP as the same existed prior to the amendment thereof.

15. Section 5(M) of the Employment Agreement is hereby deleted in its entirety.

16. Section 11 of the Employment Agreement is hereby amended and restated in its entirety as follows:

11. Excise Taxes. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company or under this Agreement or otherwise (including, without limitation, any payment, benefit, entitlement or distribution paid or provided by the person or entity effecting the change in control) in connection with a change of control (the “Total Payments”) (a) constitute “parachute payments” within the meaning of Section 280G of the Code, and (b) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (i) the full amount of the Total Payments (taking into account the full value of the equity awards), or (ii) a portion of the Total Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income and employment taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Total Payments. Any determination required under this Section 11 shall be made in writing by the independent public accountants of the Company (the “Accountants”), whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction pursuant to this Section 11 of the Total Payments to be delivered to the Executive, such reduction shall occur in the following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus, (ii) any other cash amount payable to the Executive, (iii) any benefit valued as a “parachute payment,” and (iv) acceleration of vesting of any equity award This Section 11 shall not apply, however, to any payment or benefit if the application of Section 280G(b)(5) of the Code to such payment or benefit results in such payment or benefit not constituting a parachute payment under Section 280G(b)(2). For the avoidance of doubt, in the event additional Total Payments are made to the Executive after the application of the cutback in this Section 11, which additional Total Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Total Payments which were originally cutback. The Company shall determine at the end of each calendar year whether any such restoration is necessary based on additional Total Payments (if any) made during such calendar year, and shall pay such restoration within seventy five (75) days of the last day of such calendar year. For purposes of determining the order of reduction of amounts payable under the Policy, the order of reduction specified therein shall govern the reduction of such amounts and, if and to the extent not addressed therein, shall be reduced in accordance with the foregoing.”

17. Section 13 of the Employment Agreement is hereby amended as follows:

(a) the phrase “Parent or Holdings” is hereby deleted and replaced with the phrase “or Parent” in the third and fourth lines thereof; and

(b) the phrase “Parent and Holdings” is hereby deleted and replaced with the phrase “and Parent” in the fifth line thereof.

18. Section 21 of the Employment Agreement is hereby amended and restated in its entirety as follows:

21. “Notices. Unless otherwise stated, all notices hereunder shall be (i) delivered by hand, (ii) sent by first-class certified mail, postage prepaid, return receipt requested, or (iii) delivered by overnight commercial courier, to the following address of the party to whom such notice is to be made, or to such other address as such party may designate in the same manner provided herein:

If to the Company or Parent:

Vitamin Shoppe Industries Inc.

2101 91st Street

North Bergen, New Jersey 07047

Attention: Chief Executive Officer

with a copy to:

Vitamin Shoppe Industries Inc.

2101 91st Street

North Bergen, NJ 07047

Attention: General Counsel

If to the Executive: to the Executive’s last known address on the records of the Company.”

19. Section 22 of the Employment Agreement is hereby amended by deleting the phrase “, Holdings” from the third line thereof.

20. Section 24 of the Employment Agreement is hereby amended and restated in its entirety as follows:

24. “Use of the Term “Company”. The term Company as used herein shall mean Company and/or Parent and any subsidiaries of Company, unless the context shall dictate otherwise, and the obligations of Company and Parent hereunder shall be joint and several.”

21. Section 25(B) of the Employment Agreement is amended by deleting the phrase “(i) the expiration of the six (6)-month period measured from” in the twelfth line thereof and inserting the phrase “(i) the first day of the seventh month following” therefor.

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

23. This Agreement is an amendment to the Employment Agreement, and to the extent there is a discrepancy between 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.

24. This Agreement, the Employment Agreement (as further amended by this Agreement), and those documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt and 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.

[END OF PAGE]

[SIGNATURE PAGE FOLLOWS]

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

/s/ Michael G. Archbold

Executive: Michael G. Archbold

VITAMIN SHOPPE, INC.

(successor in merger of VS Parent, Inc. into VS Holdings Inc.)

By:	/s/ James M. Sander
Name: James M. Sander
Its: Vice President and General Counsel

VITAMIN SHOPPE INDUSTRIES INC.
By:	/s/ James M. Sander
Name: James M. Sander Its: Vice President and General Counsel

EX-10.4

Exhibit 10.4

AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT, (this “Agreement”) is made as of March 29, 2012, by and among Louis H. Weiss (“Executive”), Vitamin Shoppe, Inc., a Delaware corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).

Reference is made to that certain Employment and Non-Competition Agreement by and between Executive, Parent and Company dated January 15, 2007, as amended by that certain Amendment to Employment and Non-Competition Agreement dated December 28, 2007 (the “Employment Agreement”).

WHEREAS, the parties to this Agreement desire to further 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 which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. As used in the Employment Agreement the term:

(a) “Parent” is hereby deemed to refer to Vitamin Shoppe, Inc., a Delaware corporation and successor in merger of VS Parent, Inc. into VS Holdings Inc.; and

(b) “Company” is hereby deemed to refer to Vitamin Shoppe Industries Inc., a New York corporation.

2. Section 1 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“Position and Responsibilities. The Executive shall serve as Chief Marketing Officer of each of Parent and the Company and, in such capacity, shall perform such duties as are customarily performed by an officer with similar responsibilities of a company of a similar size, and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder; provided, however, that in exercising such power and authority and performing such duties, he shall at all times be subject to the authority of the President and Chief Operating Officer, the Chief Executive Officer and the Board of Directors of Parent and the Company. The Executive agrees to devote substantially all of his business time, attention and services to the diligent, faithful and competent discharge of such duties for the successful operation of Parent’s and the Company’s business.”

3. Section 2(A) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(A) Salary. In consideration of the services to be rendered by the Executive to the Company, the Company shall pay to the Executive a base salary of $392,070 per annum (such salary as it may be increased from time to time being hereinafter referred to as the “Base

Salary”). Except as may otherwise be agreed, the Base Salary shall be payable in conformity with the Company’s customary practices for executive compensation as such practices shall be established or modified from time to time but shall be payable not less frequently than monthly. The Executive shall receive such increases in his Base Salary as the Board of Directors of the Company may from time to time approve in its sole discretion; provided, however, that the Executive’s Base Salary will be reviewed not less often than annually, with the next performance and financial review to occur by March 31, 2013. The Executive’s Base Salary may not be decreased without his written consent.

4. Section 2(B) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(B) Bonus Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of forty five percent (45%) of his then current base salary pursuant to the Company’s Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors in their sole discretion. The Executive acknowledges that the Company reserves the right to change the structure of the 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 a target amount of forty five percent (45%) of the Executive’s base salary. Executive shall be paid his Annual Cash Bonus on or before March 1^st of the calendar year following the year to which such bonus relates, but in all events on or before March 15^th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by the Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15^th of the calendar year following the calendar year of termination. The Executive acknowledges and agrees that as required under law or Company policy, incentive compensation to the extent received based on erroneous information, is subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.”

5. The following sentence is added to the end of Section 2(D) of the Employment Agreement:

“All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

6. Section 2(E) of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “(E) Reserved.”

7. A new section 2(G) is hereby added to the Employment Agreement, to read in its entirety as follows:

“(G) Forfeiture and Repayment. The Executive agrees and acknowledges that amounts and awards payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment and/or a demand for repayment of any amounts or gains realized may be made upon the Executive on the basis of the Parent’s or 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 engages in conduct that is (x) materially adverse to the interest of the Parent or the Company, which include failures to comply with the Parent’s and the Company’s written rules or regulations and material violations of any agreement with the Parent or the Company, (y) fraud, or (z) conduct contributing to any financial restatements or irregularities; (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 Parent or the Company; (iii) if following termination of employment, the Executive violates any post-termination obligations or duties owed to, or any agreement with, the Parent or the Company, which includes this Agreement and other agreements restricting post-employment conduct; and (iv) if compensation that is promised or paid to the Executive is required to be forfeited and/or repaid to the Parent or 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 this Agreement or other plan or arrangement.”

8. Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“3. Term. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall terminate on March 31, 2013 (the “Initial Term”), unless earlier terminated as provided in Section 5 of this Agreement. Following the Initial Term, this Agreement and the Executive’s employment hereunder shall automatically renew for up to two (2) successive one (1) year periods (each a “Renewal Term”), unless either the Company or the Executive shall notify the other in writing not later than sixty (60) days prior to the end of the Initial Term or the then current Renewal Term that such party elects for this Agreement and the Executive’s employment hereunder to terminate at the end of the Initial Term or such Renewal Term, as applicable; provided, however, that each Renewal Term shall be subject to earlier termination as provided in Section 5 of this Agreement. For purposes of this Agreement “Termination Date” shall mean the last day of the Initial Term or any Renewal Term for which the twelve-month period for such Renewal Term to be canceled by either party has transpired without the same having been canceled, as applicable.”

9. Section 5(A) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(A) At the Executive’s Option. The Executive may terminate his employment at any time upon at least ninety (90) days’ advance written notice to the Company. In such event, the Executive shall be entitled to no severance or other termination benefits from and after the termination of his employment, except as provided in Section 5(I) hereof.”

10. Section 5(B) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(B) At the Election of the Company With Cause. The Company may, unilaterally, terminate the Executive’s employment hereunder “with cause” at any time during the term of this Agreement upon written notice to the Executive. Termination of the Executive’s employment by the Company shall constitute a termination “with cause” under this Section 5(B) only if such termination is for one or more of the following causes: (i) wrongful misappropriation of Company assets of a material value; (ii) alcoholism or drug addiction, any of which materially impairs the ability of the Executive to perform his duties and responsibilities hereunder or is seriously injurious to the business of the Company; (iii) the conviction of a felony; (iv) intentionally causing the Company to violate a material local, state or federal law in any material respect; (v) gross negligence or willful misconduct in the conduct or management of the Company; (vi) willful refusal to comply with any significant policy, directive or decision of the President and Chief Merchandising Officer, the Chief Executive Officer or the Board in furtherance of a lawful business purpose or willful refusal to perform the duties lawfully assigned to the Executive by the President and Chief Merchandising Officer, the Chief Executive Officer and/or the Board consistent with the Executive’s functions, duties and responsibilities set forth in Section 1 hereof, in each case, in any material respect, and only if not remedied within ten (10) days after receipt of written notice from the Company; or (vii) breach by the Executive of this Agreement, in any material respect, not remedied within ten (10) days after receipt of written notice from the Company (including any termination by Executive without notice as required in Section 5(A)). In the event of a termination “with cause” pursuant to the provisions of clauses (i) through (vii) above, inclusive, the Executive shall be entitled to no severance or other termination benefits, except as provided in Section 5(I) hereof.”

10. Section 5I of the Employment Agreement is hereby amended and restated in its entirety as follows:

“I At the Election of the Company for Reasons Other than With Cause. The Company may, unilaterally, terminate the Executive’s employment hereunder at any time during the term of this Agreement without cause upon five (5) business days prior written notice to the Executive of the Company’s election to terminate. Upon any such termination under this Section 5I, the Company shall provide the applicable Severance Pay as defined and specified in the Parent’s Executive Severance Pay Policy (the “Policy”), as may be amended from time to time, payable upon a termination of Executive’s employment by the Company other than for “cause”, as defined in the Policy, together with the following additional item:

(i) Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), until the earlier to occur of (x) a period of twelve (12) months from the date of termination of Executive’s employment, and (y) the time when the Executive becomes eligible for insurance coverage offered by any subsequent 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 continued 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’s termination. In the event that the Executive’s continued participation in any group plans and

programs is not permitted, then in lieu thereof, the Company shall acquire, with the same cost of sharing, individual insurance policies providing comparable coverage for the Executive for the Insurance Continuation Period; 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.”

11. Section 5(D) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(D) At the Election of the Executive for Certain Reasons. The Executive may terminate his employment upon written notice to the Company if, upon the occurrence of a Change in Control, as defined in the Policy, or within two years after a Change in Control, the Executive experiences an Adverse Change in Status, as defined in the Policy, without his written consent, which is not remedied within thirty (30) days after which the Executive gives written notice to the Board of Directors of the same. In order to exercise his right to terminate his employment under this Section 5(D), the Executive must provide written notice to the Board of Directors within ninety (90) days of such change. If the Executive exercises his right to terminate his employment under this Section 5(D), the Company shall provide the applicable Severance Pay as defined and specified in the Policy, as may be amended from time to time, payable upon a termination by the Executive due to an Adverse Change in Status.”

12. The following sentence is added to the end of Section 5(H) of the Employment Agreement:

“All reimbursements under this Section 5(H) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.”

13. Section 5(J) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(J) Company’s Obligation. The Company’s obligation to make the severance payments and provide benefits in each case required under Section 5 is conditioned upon the Executive’s compliance with (i) the provisions of the Policy, including without limitation the execution and delivery to the Company of a general release as provided therein and compliance with covenants set forth therein, (ii) continued observance in all material respects of the covenants contained in Sections 6, 7, 8 and 9 of this Agreement, and is subject to recoupment and forfeiture pursuant to the Parent’s and the Company’s recoupment and forfeiture policies, as may be in effect from time to time, and as provided herein.”

14. Section 5(K) of the Employment Agreement is hereby deleted in its entirety and replaced with the placeholder title “5(K) Reserved.”

15. Section 5(L) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(L) Partial Year Bonus. If the Executive’s employment is terminated pursuant to either of Section 5(E) or Section 5(F) after more than one-half (1/2) of the calendar year shall have transpired, the Company shall pay to the Executive at the time specified below the Fraction

(hereinafter defined) times the portion of the Annual Cash Bonus based upon the Executive’s salary and maximum bonus percentage at that time that is attributable to the performance of the Company as a whole, but not any portion thereof that is attributable to the performance of the Executive and/or a portion of the Company of which the Executive is a part. Notwithstanding the foregoing, if (i) the Executive is subject to an alternate Performance-Based Plan and (ii) the Executive’s employment is terminated pursuant to either of Section 5(E) or Section 5(F) after more than one-half (1/2) of the calendar year shall have transpired, the Executive shall be entitled to receive an Annual Cash Bonus based upon his individual performance in an amount equal to the Fraction times the bonus that would have been paid under the Executive’s individual performance criteria for the full fiscal year. The numerator of the Fraction shall be the number of months (including any fractional month as a full month) that the Executive was an employee of the Company during such calendar year, minus six (6), and the denominator of the Fraction shall be six (6). As an example, if the Executive’s employment with the Company is terminated in the first week of the tenth (10^th) month, the Fraction shall be four-sixths (4/6), determined as follows: (x) ten (10) minus six (6), divided by (y) six (6). Any payment on account of a partial year bonus shall be made at the same time as payment is made to other executives of the Company under the Performance-Based Plan as stated in Section 2(B) or any alternate plan that is applicable to the Executive in a particular year. If in connection with or following the termination of the Executive’s employment the Company shall amend the Performance-Based Plan and the Executive is entitled to benefits under either of Section 5(E) or Section 5(F) hereof, the amount of the Annual Cash Bonus to be paid thereunder shall equal the amount determined under the Performance-Based Plan (or alternate plan that is applicable to Executive in a particular year) as the same existed prior to the amendment thereof. If the amount of the Executive’s bonus determined hereunder prior to multiplying the same by the Fraction shall be greater than $300,000 (the “Cap”), the amount determined shall be reduced to the Cap and then multiplied by the Fraction. Any cash bonus payable under this Section 5(L) shall be paid concurrently with the payment of bonuses to the Corporation’s other executives, on or after March 1^st of the calendar year following the year to which such bonus relates, but in any event before March 15^th of such year.

16. Section 5(M) of the Employment Agreement is hereby deleted in its entirety.

17. Section 11 of the Employment Agreement is hereby amended and restated in its entirety as follows:

11. Excise Taxes. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company or Parent under this Agreement or otherwise (including, without limitation, any payment, benefit, entitlement or distribution paid or provided by the person or entity effecting the change in control) in connection with a change of control (the “Total Payments”) (a) constitute “parachute payments” within the meaning of Section 280G of the Code, and (b) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (i) the full amount of the Total Payments (taking into account the full value of the equity awards), or (ii) a portion of the Total Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income and employment taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive, on an after-tax basis, of the

greatest portion of the Total Payments. Any determination required under this Section 11 shall be made in writing by the independent public accountants of the Company (the “Accountants”), whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction pursuant to this Section 11 of the Total Payments to be delivered to the Executive, such reduction shall occur in the following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus, (ii) any other cash amount payable to the Executive, (iii) any benefit valued as a “parachute payment,” and (iv) acceleration of vesting of any equity award. This Section 11 shall not apply, however, to any payment or benefit if the application of Section 280G(b)(5) of the Code to such payment or benefit results in such payment or benefit not constituting a parachute payment under Section 280G(b)(2). For the avoidance of doubt, in the event additional Total Payments are made to the Executive after the application of the cutback in this Section 11, which additional Total Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Total Payments which were originally cutback. The Company shall determine at the end of each calendar year whether any such restoration is necessary based on additional Total Payments (if any) made during such calendar year, and shall pay such restoration within seventy five (75) days of the last day of such calendar year. For purposes of determining the order of reduction of amounts payable under the Policy, the order of reduction specified therein shall govern the reduction of such amounts and, if and to the extent not addressed therein, shall be reduced in accordance with the foregoing.”

18. Section 13 of the Employment Agreement is hereby amended as follows:

(a) the phrase “,VSI, Parent or Holdings” is hereby deleted and replaced with the phrase “or Parent” in the second and third lines thereof; and

(b) the phrase “,VSI, Parent and Holdings” is hereby deleted and replaced with the phrase “and Parent” in the fifth line thereof.

19. Section 21 of the Employment Agreement is hereby amended and restated in its entirety as follows:

21. “Notices. Unless otherwise stated, all notices hereunder shall be (i) delivered by hand, (ii) sent by first-class certified mail, postage prepaid, return receipt requested, or (iii) delivered by overnight commercial courier, to the following address of the party to whom such notice is to be made, or to such other address as such party may designate in the same manner provided herein:

If to the Company or Parent:

Vitamin Shoppe Industries Inc.

2101 91^st Street

North Bergen, New Jersey 07047

Attention: Chief Executive Officer

with a copy to:

Vitamin Shoppe Industries Inc.

2101 91^st Street

North Bergen, NJ 07047

Attention: General Counsel

If to the Executive: to the Executive’s last known address on the records of the Company.”

20. Section 22 of the Employment Agreement is hereby amended by deleting the phrase “, Holdings” from the third line thereof.

21. Section 24 of the Employment Agreement is hereby amended and restated in its entirety as follows:

24. “Use of the Term “Company”. The term Company as used herein shall mean Company, and/or Parent and any subsidiaries of Parent or Company, unless the context shall dictate otherwise, and the obligations of Company and Parent hereunder shall be joint and several.”

22. A new Section 25 is hereby added to the Employment Agreement, to read in its entirety as follows:

25. Code Section 409A Compliance.

(A) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with 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 amount or benefit upon or following a termination of employment if such payment or benefit constitutes a “deferral of compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such payment or benefit, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service”, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the first day of the seventh month following the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been

payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

I To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute a “deferral of compensation” under Code Section 409A unless such release is signed and delivered within sixty (60) days following the date of the Executive’s termination of employment. In this regard, the Company agrees to provide the Executive with the form of release required under Section 5(J) no later than 5 days after the Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i) To the extent that any such cash payment or continuing benefit to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein.

(ii) To the extent that any such cash payment or continuing benefit to be provided is “nonqualified deferred compensation” for purposes of Code Section 409A, then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60^th) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein.

(D) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(E) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(F) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

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

22. This Agreement is an amendment to the Employment Agreement, and to the extent there is a discrepancy between 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.

23. This Agreement, the Employment Agreement (as further amended by this Agreement), and those documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt and 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.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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

/s/ Louis H. Weiss Executive: Louis H. Weiss
VITAMIN SHOPPE, INC.
(successor in merger of VS Parent, Inc. into VS Holdings Inc.)
By:	/s/ James M. Sander
Name:	James M. Sander
Its:	Vice President and General Counsel
VITAMIN SHOPPE INDUSTRIES INC.
By:	/s/ James M. Sander
Name:	James M. Sander
Its:	Vice President and General Counsel

EX-10.5

Exhibit 10.5

EMPLOYMENT AND NON-COMPETITION AGREEMENT

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) made as of this 29th day of March, 2012 (the “Effective Date”), by and among Brenda Galgano (the “Executive”), Vitamin Shoppe, Inc., a Delaware corporation, (“Parent”) and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).

WITNESSETH:

WHEREAS, the parties desire to set forth the terms and provisions of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

27. Position and Responsibilities. The Executive shall, effective March 31, 2012 (the “Effective Date”), continue to serve as Chief Financial Officer of each of Parent and the Company and, in such capacity, shall be responsible for the general financial, affairs and management of Parent and the Company, shall 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 her by the Chief Executive Officer and the Board of Directors of Parent or the Company, and shall have such power and authority as shall reasonably be required to enable her to perform her duties hereunder; provided, however, that in exercising such power and authority and performing such duties, she shall at all times be subject to the authority of the Chief Executive Officer and the Board of Directors of Parent and the Company. The Executive agrees to devote substantially all of her business time, attention and services to the diligent, faithful and competent discharge of such duties for the successful operation of Parent’s and the Company’s business. Notwithstanding the foregoing, upon the approval of the Compensation Committee of Parent, the Executive may serve as a director of a publicly traded company that is not a Competitive Business (hereinafter defined), provided that such service does not interfere with the Executive’s obligations hereunder.

28. Compensation; Salary, Bonus and Other Benefits. During the term of this Agreement, the Company shall pay the Executive the following compensation, including the following annual salary, bonus and other fringe benefits, subject to all applicable federal and state withholding, payroll and other taxes.

(a) Salary. In consideration of the services to be rendered by the Executive to the Company, the Company shall, effective March 31, 2012, pay to the Executive a base salary of $459,000 per annum (such salary as it may be increased from time to time being hereinafter referred to as the “Base Salary”). Except as may otherwise be agreed, the Base Salary shall be payable in conformity with the Company’s customary practices for executive compensation as such practices shall be established or modified from time to time but shall be payable not less frequently than monthly. The Executive shall receive such increases in her Base Salary as the Board of Directors of the Company may from time to time approve in its sole discretion;

provided, however, that the Executive’s Base Salary will be reviewed not less often than annually, with the first performance and financial review to occur by March 31, 2013. The Executive’s Base Salary may not be decreased without her written consent.

(b) Bonus and Equity Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of fifty percent (50%) of her then current Base Salary pursuant to the Company’s then current Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors and Chief Executive Officer in their sole discretion. The Executive acknowledges that the Company reserves the right to change the structure of the MIP from time to time, provided that any change will not affect the Executive’s ability to receive an Annual Cash Bonus of up to a target amount of fifty percent (50%) of the Executive’s Base Salary. The Executive shall be paid her Annual Cash Bonus on or before March 1^st of the calendar year following the year to which such bonus relates, but in all events on or before March 15^th of such year. The parties acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by the Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15^th of the calendar year following the calendar year of termination. The Executive acknowledges and agrees that as required under law or Company policy, bonus and equity incentive compensation to the extent received based on erroneous information, would be subject to recoupment for a three year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.

(c) Benefits. The Executive will be entitled to participate, in accordance with the provisions thereof, in any health, disability and life insurance and other employee benefit plans and programs made available by the Company to executives in positions comparable to the Executive’s position.

(d) Reimbursement of Expenses. The Company shall reimburse the Executive for any and all out-of-pocket expenses reasonably incurred by the Executive during the term of her employment in connection with her duties and responsibilities as Chief Financial Officer of the Company, provided that the Executive complies with the policies, practices and procedures of the Company regarding expense reimbursement, including submission of expense reports, receipts or similar documentation of such expenses. All reimbursements under this Section 2(D) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.

(e) Vacation. The Executive shall be entitled to vacation time in accordance with the plans, practices, policies, and programs applicable to the Company’s management employees generally, but in no event less than four (4) weeks per year.

(F) Forfeiture and Repayment. The Executive agrees and acknowledges that amounts and awards payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment and/or a demand for repayment of any amounts or gains realized may be made upon the Executive on the basis of the Parent’s or 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 engages in conduct that is (x) materially adverse to the interest of the Parent or the Company, which include failures to comply with the Parent’s and the Company’s written rules or regulations and material violations of any agreement with the Parent or the Company, (y) fraud, or (z) conduct contributing to any financial restatements or irregularities; (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 Parent or the Company; (iii) if following termination of employment, the Executive violates any post-termination obligations or duties owed to, or any agreement with, the Parent or the Company, which includes this Agreement and other agreements restricting post-employment conduct; and (iv) if compensation that is promised or paid to the Executive is required to be forfeited and/or repaid to the Parent or 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 this Agreement or other plan or arrangement.

29. Term. The term of Executive’s employment hereunder shall commence on the Effective Date and shall terminate on March 31, 2013 (the “Initial Term”), unless earlier terminated as provided in Section 5 of this Agreement. Following the Initial Term, this Agreement and the Executive’s employment hereunder shall automatically renew for up to two (2) successive one (1) year periods (each a “Renewal Term”), unless either the Company or the Executive shall notify the other in writing not later than sixty (60) days prior to the end of the Initial Term or the then current Renewal Term that such party elects for this Agreement and the Executive’s employment hereunder to terminate at the end of the Initial Term or such Renewal Term, as applicable; provided, however, that each Renewal Term shall be subject to earlier termination as provided in Section 5 of this Agreement.

30. Key Man Life Insurance. The Company may apply for and obtain and maintain a Key Man Life Insurance policy in the name of the Executive in such amount as the Company may determine, the beneficiary of which shall be the Company. The Executive shall submit to physical examinations and answer reasonable questions in connection with the application for and, if obtained, the maintenance of, as may be required, such insurance policy.

31. Termination. The Executive’s term of employment under this Agreement may be earlier terminated as follows:

(a) At the Executive’s Option. The Executive may terminate her employment at any time upon at least ninety (90) days’ advance written notice to the Company. In such event, the Executive shall be entitled to no severance or other termination benefits from and after the termination of her employment, except as provided in Section 5(I) hereof.

(b) At the Election of the Company With Cause. The Company may, unilaterally, terminate the Executive’s employment hereunder “with cause” at any time during the term of this Agreement upon written notice to the Executive. Termination of the Executive’s

employment by the Company shall constitute a termination “with cause” under this Section 5(B) only if such termination is for one or more of the following causes: (i) wrongful misappropriation of Company assets of a material value; (ii) alcoholism or drug addiction, any of which materially impairs the ability of the Executive to perform her duties and responsibilities hereunder or is seriously injurious to the business of the Company; (iii) the conviction of a felony; (iv) intentionally causing the Company to violate a material local, state or federal law in any material respect; (v) gross negligence or willful misconduct in the conduct or management of the Company; (vi) willful refusal to comply with any significant policy, directive or decision of the Chief Executive Officer or the Board in furtherance of a lawful business purpose or willful refusal to perform the duties lawfully assigned to the Executive by the Chief Executive Officer and/or the Board consistent with the Executive’s functions, duties and responsibilities set forth in Section 1 hereof, in each case, in any material respect, and only if not remedied within ten (10) days after receipt of written notice from the Company; or (vii) breach by the Executive of this Agreement, in any material respect, not remedied within ten (10) days after receipt of written notice from the Company (including any termination by the Executive without notice as required in Section 5(A)). In the event of a termination “with cause” pursuant to the provisions of clauses (i) through (vii) above, inclusive, the Executive shall be entitled to no severance or other termination benefits, except as provided in Section 5(I) hereof.

(c) At the Election of the Company for Reasons Other than With Cause. The Company may, unilaterally, terminate the Executive’s employment hereunder at any time during the term of this Agreement without cause upon five (5) business days prior written notice to the Executive of the Company’s election to terminate. Upon a termination under this Section 5(C), the Company shall provide the applicable Severance Pay as defined and specified in the Parent’s Executive Severance Pay Policy (the “Policy”), as may be amended from time to time, payable upon a termination of the Executive’s employment by the Company other than for “cause,” as defined in the Policy.

(d) At the Election of the Executive for Certain Reasons. The Executive may terminate her employment upon written notice to the Company if, upon the occurrence of a Change in Control, as defined in the Policy, or within two years after a Change in Control, the Executive experiences an Adverse Change in Status, as defined in the Policy, without her written consent, which is not remedied within 30 days after which the Executive gives written notice to the Board of Directors of the same. In order to exercise her right to terminate her employment under this Section 5(D), the Executive must provide written notice to the Board of Directors within ninety (90) days of such change. If the Executive exercises her right to terminate her employment under this Section 5(D), the Company shall provide the applicable Severance Pay as defined and specified in the Policy, as may be amended from time to time, payable upon a termination by the Executive due to an Adverse Change in Status.

(e) Disability of the Executive. In the event of the disability of the Executive, the Company may, unilaterally, terminate the Executive’s employment hereunder at any time upon written notice to the Executive. In the event the Executive’s employment is terminated pursuant to this Section 5(E), the Executive shall be entitled to no severance or other termination benefits from and after the termination of her employment except as provided in Section 5(I) hereof. For purposes of this Agreement, “disability” shall mean the inability, by reason of bodily injury or physical or mental disease, or any combination thereof, of the Executive to perform her customary or other comparable duties with the Company for ninety (90) consecutive days. In the

event the parties are unable to agree as to whether the Executive is suffering a disability, the Executive and the Company shall each select a physician and the two physicians so chosen shall make the determination or, if they are unable to agree, they shall select a third physician, and the determination as to whether the Executive is suffering a disability shall be based upon the determination of a majority of the three physicians. Any other rights and benefits the Executive may have under employee benefit plans and programs of the Company generally in the event of the Executive’s disability shall be determined in accordance with the terms of such plans and programs.

Notwithstanding the foregoing, in the event that the Executive’s employment is terminated pursuant to this Section 5(E), the Executive shall be entitled to receive (i) the full amount of any unpaid Annual Cash Bonus for any calendar year prior to the year in which the Executive’s employment is terminated, and (ii) if the Executive’s employment is terminated after one-half (1/2) or more of a calendar year has transpired, pay to the Executive a portion of the Annual Cash Bonus for such calendar year in an amount, if any, provided for in Section 5(K).

(f) Executive’s Death. The Executive’s employment shall be terminated upon the death of the Executive. Any rights and benefits that the Executive’s estate or any other person may have under employee benefit plans and programs of the Company generally in the event of the Executive’s death shall be determined in accordance with the terms of such plans and programs. In the event the Executive’s employment is terminated pursuant to this Section 5(F), the Executive shall be entitled to no severance or other termination benefits from and after the termination of her employment except as provide in Section 5(I) hereof.

Notwithstanding the foregoing, in the event that the Executive’s employment is terminated pursuant to this Section 5(F), the Executive (or her estate) shall be entitled to receive (i) the full amount of any unpaid Annual Cash Bonus for any calendar year prior to the year in which the Executive’s employment is terminated, and (ii) if the Executive’s employment is terminated after one-half (1/2) or more of a calendar year has transpired, a portion of the Executive’s Annual Cash Bonus for such calendar year in an amount, if any, provided for in Section 5(K).

(g) Accrued and Unpaid Base Salary. If the Executive’s employment is terminated pursuant to this Section 5, the Executive (or her estate) shall be entitled to receive any and all accrued but unpaid Base Salary earned through the date of termination.

(h) Reimbursement of Expenses. In the event of the Executive’s termination pursuant to this Section 5, the Company shall reimburse the Executive (or her estate) for any and all out-of-pocket expenses reasonably incurred by the Executive consistent with Company policy prior to the date of such termination. All reimbursements under this Section 5(H) shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the year following the year during which the underlying expense was incurred.

(i) Continuing Benefits. Termination pursuant to this Section 5 shall not modify or affect in any way whatsoever 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.

(j) Company’s Obligation. The Company’s obligation to make the severance payments and provide benefits in each case required under Section 5 is conditioned upon the Executive’s compliance with (i) the provisions of the Policy, including without limitation the execution and delivery to the Company of a general release as provided therein and compliance with covenants set forth therein, (ii) continued observance in all material respects of the covenants contained in Sections 6, 7, 8 and 9 of this Agreement, and is subject to recoupment and forfeiture pursuant to the Parent’s and the Company’s recoupment and forfeiture policies, as may be in effect from time to time, and as provided herein.

(k) Partial Year Bonus. If the Executive’s employment is terminated pursuant to either of Section 5(E) or Section 5(F) after more than one-half (1/2) of the calendar year shall have transpired, the Company shall pay to the Executive at the time specified below the Fraction (hereinafter defined) times the portion of the Annual Cash Bonus based upon the Executive’s salary and maximum bonus percentage at that time that is attributable to the performance of the Company as a whole, but not any portion thereof that is attributable to the performance of the Executive and/or a portion of the Company of which the Executive is a part. The numerator of the Fraction shall be the number of months (including any fractional month as a full month) that the Executive was an employee of the Company during such calendar year, minus six (6), and the denominator of the Fraction shall be six (6). As an example, if the Executive’s employment with the Company is terminated in the first week of the tenth (10^th) month, the Fraction shall be four-sixths (4/6), determined as follows: (x) ten (10) minus six (6), divided by (y) six (6). Any payment on account of a partial year bonus shall be made at the same time as payment is made to other executives of the Company under the MIP as stated in Section 2(B). If in connection with or following the termination of the Executive’s employment the Company shall amend the MIP and the Executive is entitled to benefits under either of Section 5(E) or Section 5(F) hereof, the amount of the Annual Cash Bonus to be paid thereunder shall equal the amount determined under the MIP as the same existed prior to the amendment thereof.

32. Noncompetition Covenant. The Executive acknowledges and agrees that the business of the Company is conducted primarily in the United States (the “Territory”), and that the Company’s reputation and goodwill are an integral part of its business success throughout the Territory. If the Executive deprives the Company of any of the Company’s goodwill or in any manner utilizes its reputation and goodwill in competition with the Company, the Company will be deprived of the benefits it has bargained for. Accordingly, the Executive agrees that during the term of the Executive’s employment by the Company and for a period of two (2) years thereafter (the “Non-competition Period”), the Executive shall not, without the Company’s prior written consent, directly or indirectly, 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 Territory 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 the Executive’s termination

(any such business being a “Competitive Business”). Notwithstanding the foregoing, the Executive may be a passive owner (which shall not prohibit the exercise of any rights as a shareholder) of not more than five percent (5%) of the outstanding stock of any class of any public corporation that engages in a Competitive Business.

33. Nonsolicitation.

(a) For a period commencing on the Effective Date and ending on the second (2^nd) anniversary of the termination of the Executive’s employment, the Executive shall not directly or indirectly either for herself 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 business of the Company or its subsidiaries or officers or employees of the Company or its subsidiaries in existence from time to time during her employment with the Company.

(b) For a period commencing on the Effective Date and ending on the second (2^nd) anniversary of the termination of the Executive’s employment, the Executive shall not, directly or indirectly, knowingly make any statement or other communication that impugns or attacks the reputation or character of the Company or its subsidiaries or joint venture entities, directors, officers or employees or damages the goodwill of the Company or its subsidiaries or joint venture entities, or knowingly take any action, directly or indirectly, that would interfere with any contractual or customer or supplier relationships of the Company or its subsidiaries or joint venture entities.

34. Nondisclosure Obligation. The Executive shall not at any time, whether during or after the termination of her employment, reveal to any person, association or company marketing plans, strategies, pricing policies, product formulations and other specifications, customer lists and accounts, business finances or financial information of the Company or its subsidiaries or other information that the Company or its subsidiaries considers proprietary or confidential so far as they have come or may come to her knowledge, except as may be required in the ordinary course of performing her duties as an officer of the Company or as may be in the public domain through no fault of her or as may be required by law.

35. Intellectual Property, Inventions and Patents. The Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or its subsidiary’s actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether alone or jointly with others) while employed by the Company whether before or after the date of this Agreement (“Work Product”), belong to the Company or such subsidiary. The Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Executive’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

36. Remedies Upon Breach. The Executive agrees that any breach of Sections 6, 7, 8 and 9 of this Agreement by her could cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of any obligations hereunder, without the necessity of posting a bond, plus, if the Company finally prevails with respect to any dispute between the Company and the Executive as to the interpretation, terms, validity or enforceability of (including any dispute about the amount of any payment pursuant to) this Agreement, the recovery of any and all costs and expenses incurred by the Company, including reasonable attorneys’ fees in connection with the enforcement of this Agreement.

37. Excise Taxes. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company or Parent under this Agreement or otherwise (including, without limitation, any payment, benefit, entitlement or distribution paid or provided by the person or entity effecting the change in control) in connection with a change of control (the “Total Payments”) (a) constitute “parachute payments” within the meaning of Section 280G of the Code, and (b) but for this Section 11, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (i) the full amount of the Total Payments (taking into account the full value of the equity awards), or (ii) a portion of the Total Payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income and employment taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Total Payments. Any determination required under this Section 11 shall be made in writing by the independent public accountants of the Company (the “Accountants”), whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making the calculations required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction pursuant to this Section 11 of the Total Payments to be delivered to the Executive, such reduction shall occur in the following order: (i) any cash severance payable by reference to the Executive’s base salary or annual bonus, (ii) any other cash amount payable to the Executive, (iii) any benefit valued as a “parachute payment,” and (iv) acceleration of vesting of any equity award. This Section 11 shall not apply, however, to any payment or benefit if the application of Section 280G(b)(5) of the Code to such payment or benefit results in such payment or benefit not constituting a parachute payment under Section 280G(b)(2). For the avoidance of doubt, in the event additional Total Payments are made to the Executive after the application of the cutback in this Section 11, which additional Total Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Total Payments which were originally cutback. The Company shall determine at the end of each calendar year whether any such restoration is necessary based on additional Total Payments (if any) made during such calendar year, and shall pay such restoration within seventy five (75) days of the last day of such calendar year. For purposes of determining the order of reduction of amounts payable under the Policy, the order of reduction specified therein shall govern the reduction of such amounts and, if and to the extent not addressed therein, shall be reduced in accordance with the foregoing.

38. Indemnification. If the Executive becomes a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that she is or was an officer, director, agent or employee of the Company or is or was serving at the request of the Company as an officer, director, agent or employee of another corporation or other entity, she shall be indemnified by the Company to the maximum extent permitted by applicable law and not inconsistent with the provisions of the certificate of incorporation and by-laws of the Company. The right of indemnification herein provided for shall not be deemed exclusive of any other rights to which the Executive may be entitled as a matter of law and any rights of indemnity under any policy of insurance carried by the Company.

39. Indemnification and Reimbursement of Payments on Behalf of the Executive. The Executive shall be solely responsible for all applicable taxes imposed upon her as a result of any payment made to her by the Company or Parent, including any such payments that are subject to withholding taxes. In the event the Company or Parent is required to make any payment of such taxes, the Executive shall indemnify the Company and Parent for any amounts so paid (excluding any interest and penalties related thereto).

40. Acknowledgements. The Executive hereby acknowledges that the enforcement of the provisions of Sections 6 and 7 hereof may potentially interfere with her ability to pursue a proper livelihood. The Executive recognizes and agrees that the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company. The Executive agrees that, due to the proprietary nature of the Company’s business, the restrictions set forth in this Agreement are reasonable as to time and scope and do not unreasonably impair her ability to earn a living. The Executive hereby acknowledges that she has been advised to consult with an attorney before executing this Agreement and that she has done so or, after careful reading and consideration, she has chosen not to do so of her own volition.

41. Consent and Waiver by Third Parties. The Executive hereby represents and wan-ants that her employment with the Company on the terms and conditions set forth herein and her execution and performance of this Agreement do not constitute a breach or violation of any other agreement, obligation or understanding with any third party. The Executive represents that she is not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of her obligations hereunder or prevent the full performance of her duties and obligations hereunder.

42. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any conflict of law provisions thereof.

43. Severability. In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to the scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed and reformed by the appropriate judicial body by limiting and reducing such provision or provisions, so as to be enforceable to the maximum extent compatible with the applicable law.

44. Waivers and Modifications. This Agreement may be modified, and the rights and remedies of any provisions hereof may be waived, only in accordance with this Section 18. No modification or waiver by the Company shall be effective without the express written consent of the Chief Executive Officer of Parent then in office at the time of such modification or waiver. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. Moreover, in the event that the Company determines reasonably and in good faith that there is any provision of this Agreement that could cause the Executive or the Company to be subject to the provisions of Section 409A of the Code, such provision shall be interpreted and resolved in the manner the Company reasonably and in good faith deems necessary to prevent the application of Section 409A, provided that the Company shall act in a good faith to minimize the amount of any the reduction in any benefits or compensation paid to or received by the Executive (including either the delay or acceleration in the payment thereof) in order to prevent the imposition of Section 409A from applying to such provision.

45. Entire Agreement. This Agreement sets forth all of the terms of the understandings between the parties with reference to the subject matter set forth herein and supersedes all prior agreements and understandings, both written and oral, between the Company and the Executive, including, without limitation, the offer letter dated February 10, 2011 setting forth the terms of the Executive’s employment, and may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

46. Assignment. The Executive acknowledges that the services to be rendered by her are unique and personal. Accordingly, the Executive may not assign any of her rights or delegate any of her duties or obligations under this Agreement. The Company shall have the right to assign this Agreement to its successors and assigns, and the rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.

47. Notices. Unless otherwise stated, all notices hereunder shall be (i) delivered by hand, (ii) sent by first-class certified mail, postage prepaid, return receipt requested, or (iii) delivered by overnight commercial courier, to the following address of the party to whom such notice is to be made, or to such other address as such party may designate in the same manner provided herein:

If to the Company or Parent:

Vitamin Shoppe Industries Inc.

2101 91^st Street

North Bergen, New Jersey 07047

Attention: Chief Executive Officer

with a copy to:

Vitamin Shoppe Industries Inc.

2101 91^st Street

North Bergen, NJ 07047

Attention: General Counsel

If to the Executive: to the Executive’s last known address on the records of the Company

48. Survival of Obligations. The provisions of Sections 6, 7, 8 and 9 shall survive the termination or expiration of this Agreement as a continuing agreement of the Company and Parent and the Executive. The existence of any claim or cause of action by the Executive against the Company shall not constitute and shall not be asserted as a defense to the enforcement by the Company of this Agreement.

49. Arbitration. Any dispute, controversy, or claim arising out of or in connection with this Agreement or relating to the Executive’s employment by Company that cannot be resolved by the Executive and the Company shall be submitted to and resolved by arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted in Manhattan, New York. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in a court having competent jurisdiction. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES HEREUNDER. Notwithstanding the foregoing, nothing in this Section 23 shall prevent the parties from exercising their right to bring an action in any court of competent jurisdiction for injunctive or other provisional relief to compel the other party hereto to comply with its obligations under Sections 6, 7, 8 and 9 of this Agreement.

50. Use of the Term “Company”. The term Company as used herein shall mean the Company and/or Parent and any subsidiaries of the Company, unless the context shall dictate otherwise, and the obligations of the Company and Parent hereunder shall be joint and several.

51. Code Section 409A Compliance.

(a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with 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 amount or benefit upon or following a termination of employment if such payment or benefit constitutes a “deferral of compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such payment or benefit, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a “specified employee” within the meaning

of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service”, such payment or benefit shall not be made or provided until the date which is the earlier of (i) the first day of the seventh month following the date of such “separation from service” of the Executive, and (ii) the date of the Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by the Executive of a release of claims, the Executive shall forfeit all rights to such payments and benefits which constitute a “deferral of compensation” under Code Section 409A unless such release is signed and delivered within sixty (60) days following the date of the Executive’s termination of employment. In this regard, the Company agrees to provide the Executive with the form of release required under Section 5(J) no later than five (5) days after the Executive’s termination date. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i) To the extent that any such cash payment or continuing benefit to be provided is not “nonqualified deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately following the date that the release is executed, delivered and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein.

(ii) then, subject to the delay set forth above in clause (B), if applicable, such payments or benefits shall be made or commence upon the sixtieth (60^th) day following the Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the Executive’s termination of employment, and any payments made thereafter shall continue as provided herein.

(d) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(e) For purposes of Code Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(f) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

[END OF PAGE]

[SIGNATURE PAGE FOLLOWS]

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

VITAMIN SHOPPE INC.
By:	/s/ James M. Sander
Name: James M. Sander
Its: Vice President and General Counsel
VITAMIN SHOPPE INDUSTRIES INC.
By:	/s/ James M. Sander
Name: James M. Sander
Its: Vice President and General Counsel
/s/ Brenda Galgano
Brenda Galgano

EX-10.6

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 (65^th) 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 (65^th) day (or the next following business day if the sixty-fifth (65^th) 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 (65^th) day (or the next following business day if the sixty-fifth (65^th) 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 91^st 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 91^st 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 91^st 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.