Exhibit 10.20

EXECUTION COPY

FOURTH AMENDED AND RESTATED EMPLOYMENT

AND NON-COMPETITION AGREEMENT

This FOURTH AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “ Agreement ”) made as of this 4th day of September, 2009, by and among Thomas Tolworthy (the “ Executive ”), VS Parent, Inc., a Delaware corporation (“ Parent ”) and VS Holdings, Inc., a Delaware corporation (“ Holdings ”), and Vitamin Shoppe Industries, Inc., a New York corporation (the “ Company ”).

W I T N E S S E T H :

WHEREAS, the Executive is a party to an existing Third Amended and Restated Employment Agreement with the Company and Holdings dated as of June 12, 2006 (the “ Existing Agreement ”);

WHEREAS, the parties have agreed that the Existing Agreement shall be deemed to have been amended and restated and superceded by this Agreement as of the date hereof (the “ Effective Date ”).

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

1. Position and Responsibilities . Commencing upon the Effective Date, the Executive shall voluntarily resign, and hereby does resign, his position as the Chief Executive Officer and a member of the Board of each of Parent, Holdings, VS Direct, Inc. and the Company and shall, commencing upon the Effective Date, serve as the Vice President of Corporate Strategy and Business Development of the Company and shall perform such duties as requested by the Chief Executive Officer of the Company (the “ CEO ”) and the Chairman of the Board of Directors of the Company (the “ Chairman ”), including assisting the Company in the areas of real estate, store operations, new product development, new business ventures and other matters as determined by the CEO and the Chairman. The Executive shall report directly to the Chairman and the CEO of the Company; provided , however , that in performing such duties, the Executive shall at all times be subject to the authority of the Board of Directors of Parent, Holdings 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, Holdings’ and the Company’s business.

2. Compensation; Salary, Bonus and Other Benefits . Commencing upon the Effective Date, 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 pay to the Executive a base salary of $300,000 per annum (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.

(B) Bonus . In addition to the Base Salary payable to the Executive hereunder, the Executive may also be eligible to receive additional bonus or incentive compensation, at such times and in such amounts as shall be determined in the sole discretion of the Company.

(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 its senior management employees generally.

(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 described in Section 1 , 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.

(E) Vacation . The Executive shall be entitled to vacation time in accordance with the plans, practices, policies, and programs applicable to the Company’s senior management employees generally.

3. Term and Termination . The Executive’s employment with the Company is and shall remain “at-will,” and the Executive’s employment with the Company may be terminated at any time by the Company or the Executive for any (or no) reason with or without notice. If the Executive’s employment is terminated pursuant to this Section 3 , the Executive (or his estate) shall be entitled to receive any and all accrued but unpaid Base Salary earned through the date of termination by the Executive pursuant to the terms of this Agreement, and the Company shall reimburse the Executive (or his estate) for any and all out-of-pocket expenses reasonably incurred by the Executive consistent with Company policy prior to the date of termination. For the avoidance of doubt, Executive shall not be entitled to any additional severance upon the Executive’s termination of employment, except as otherwise may be provided for under any Company severance policies or plans then in effect, which shall provide that Executive is entitled to severance in an amount equal to at least three months of Executive’s Base Salary and payable in accordance with such policies or plans. The Executive’s termination pursuant to this Section 3 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.

4. Repurchase of Equity; Forfeiture of Certain Stock Options .

(A) The Executive acknowledges and agrees that, as of the Effective Date, (i) the Executive’s current equity holdings in Parent consists of the following: 1,142 shares of Series A Preferred Stock of Parent and 150,0000 shares of Common Stock of Parent (collectively, the “ Acquired Securities ”), (ii) the Executive is the sole, legal owner of the

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Acquired Securities, free and clear of any and all liens, claims and encumbrances whatsoever, other than the partial recourse promissory note issued on November 27, 2002 by the Executive to Holdings (the “ Note ”) (iii) the Executive has not previously assigned, transferred, sold or otherwise disposed of, or attempted to assign, transfer, sell or otherwise dispose of, any right, title or interest in the Acquired Securities to any other person or entity. Upon the Effective Date, (i) the Executive shall, and hereby does, contribute 75,497 of the Executive’s shares of Common Stock of Parent to Parent in exchange for the reduction of the outstanding principal balance on the Note by $754,970, and (ii) the Executive shall, and hereby does, contribute 634 of the Executive’s shares of Series A Preferred Stock of Parent to Parent in exchange for Parent reducing the remaining outstanding principal and accrued interest on the Note to zero. After the contributions described in this Section 4(A) have been completed, the Executive’s obligation to repay the outstanding principal and accrued interest under the Note shall be, and herby is, deemed satisfied in full and the Note shall be cancelled and the Executive will deliver to the Parent certificates, duly endorsed in blank, representing the shares of Common Stock of Parent and the shares of Series A Preferred Stock of Parent that were repurchased.

(B) The Executive hereby acknowledges and agrees that, as of the Effective Date, the Executive holds fully vested stock options to purchase an aggregate of 409,207 shares of Common Stock of Parent as follows: (i) an option to purchase 204,604 shares of Common Stock of Parent at an exercise price of $10 per share (“ Tranche A ”); (ii) an option to purchase 68,201 shares of Common Stock of Parent at an exercise price of $20 per share (“ Tranche B ”); (iii) an option to purchase 68,201 shares of Common Stock of Parent at an exercise price of $25 per share (“ Tranche C ”); and (iv) an option to purchase 68,201 shares of Common Stock of Parent at an exercise price of $30 per share (“ Tranche D ”). Upon the Effective Date, the Executive hereby understands and agrees that a pro rata portion of the foregoing stock option tranches shall be forfeited and automatically cancelled without further action of the Company as follows: (I) 65,267 shares subject to Tranche A; (II) 21,756 shares subject to Tranche B; (III) 21,756 shares subject to Tranche C; and (IV) 21,756 shares subject to Tranche D. Except as provided above, the remaining portion of each of the stock option tranches set forth above shall remain outstanding in accordance with all of the terms and conditions thereof and the applicable equity plan under which such stock options were granted.

(C) In the event of (i) a termination of the Executive’s employment with the Company for Cause (as defined below), (ii) as a result of the Executive’s voluntary resignation within 12 months of the Effective Date, or (iii) in the event that Executive violates any provision of Sections 5, 6, 7, or 8 , all remaining Acquired Securities, after taking into account Section 4(B) (whether then held by Executive or his transferees) shall be subject to repurchase by Parent pursuant to this Section 4 (the “ Repurchase Option ”). For purposes hereof, a termination of the Executive’s employment by the Company shall constitute a termination for “Cause” 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 not remedied within thirty (30) days after receipt of written notice from the Company which materially affects the Company; (vi) willful refusal to comply with any

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significant policy, directive or decision of the Board of Directors of the Company in furtherance of a legitimate business purpose or willful refusal to perform the duties reasonably assigned to the Executive by the Board of Directors of the Company 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 thirty (30) 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 thirty (30) days after receipt of written notice from the Company. No action(s) or inaction(s) will constitute Cause under this section unless a resolution finding that Cause exists has been approved by the Board of Directors at a meeting at which the Executive is allowed to appear with his legal counsel. In the event that the Executive terminates employment with the Company as a result of a voluntary resignation following the occurrence of an event that would be grounds for a termination for Cause, or in the event Executive violates any provision of Sections 5, 6, 7, or 8, all outstanding stock options, whether vested or unvested, that are then held by the Executive shall thereupon terminate and expire as of the date of such termination without any consideration being paid therefor. The Executive hereby understands and agrees that the foregoing shall serve as an amendment to all of the Executive’s outstanding stock options and that such amendment is being implemented in accordance with all of the terms and conditions of the applicable award agreements and the equity plan under which such stock options were granted.

(D) The purchase price of the Acquired Securities subject to the Repurchase Option shall be the lesser of (i) the Fair Market Value of such Acquired Securities, and (ii) the Original Cost of such Acquired Securities. As used herein, the term “ Original Cost ” means, with respect to the Acquired Securities, the original issue price thereof, as such amount may be adjusted to account for any subdivision (by any stock split, stock dividend, recapitalization or otherwise) or proportionate reduction (by reverse stock split or otherwise), and “ Fair Market Value ” means the fair market value of the Acquired Securities, as determined by Parent’s Board of Directors in good faith; provided that if within 10 days after the Executive is notified of Parent’s Board of Directors determination, Executive notifies Parent’s Board of Directors in writing that he objects to Parent’s Board’s determination and Executive and Parent’s Board of Directors are unable to reach agreement upon the Fair Market Value of the Acquired Securities subject to repurchase, then the Fair Market Value shall be determined by an independent appraiser jointly selected by Parent’s Board of Directors and the Executive (and if Executive and Parent’s Board of Directors are unable to agree upon the choice of an independent appraiser, they will select an independent appraiser by lot from a list comprised of four nationally-recognized appraisal or investment banking firms, two of whom shall be selected by Parent’s Board of Directors and two of whom shall be selected by the Executive). The determination of the appraiser shall be set forth in a written report delivered to Parent and the Executive and shall be conclusive and binding on the parties. The fees and expenses of the appraiser shall be borne equally by Parent and the Executive.

(E) Parent may elect to purchase all or any portion of the Acquired Securities that becomes subject to a Repurchase Option by delivering written notice (the “ Purchase Notice ”) to the holder or holders of such Acquired Securities within 90 days after the Termination. The Purchase Notice will set forth the type and amount of Acquired Securities to be acquired from each holder, the aggregate consideration to be paid for such securities and the time and place for the closing of the transaction. The amount of Acquired Securities to be

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purchased by Parent shall first be satisfied to the extent possible from the Acquired Securities held by the Executive at the time of delivery of the Purchase Notice. If the amount of Acquired Securities then held by the Executive is less than the amount of Acquired Securities that Parent has elected to purchase, Parent shall purchase the remaining Acquired Securities elected to be purchased ratably from the Executive’s transferees, in accordance with the amount of Acquired Securities held by such other holder(s) at the time of delivery of such Purchase Notice.

(F) The closing of the purchase of Acquired Securities pursuant to the Purchase Option shall take place on the date designated by Parent in the Purchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the Purchase Notice. Parent shall pay for the Acquired Securities to be purchased by it pursuant to the Purchase Option by cash payable by delivery of a check or a wire transfer of funds unless the terms of any financing arrangement entered into by Parent specifically prohibit the payment of cash to Executive, in which case the Parent will make payment (1) by the issuance of a subordinated promissory note in the principal amount equal to 50% of the aggregate purchase price of the Acquired Securities being purchased by Parent, which subordinated promissory note shall mature on the third anniversary of the Effective Date and accrue interest payable only at maturity at a rate of 8% per annum, and which shall be subordinated to all of Parent’s existing financing arrangements and (2) by cash payable by delivery of a check or a wire transfer of funds equal to 50% of the aggregate purchase price of such Acquired Securities. Parent may assign its rights under this Section 4 to any of its subsidiaries; to the extent Parent is prohibited by law or by its subsidiaries’ financing agreements from repurchasing any Acquired Securities subject to the Purchase Option, Parent may assign its right to exercise the Purchase Option with respect to such Acquired Securities to any of its stockholders or their affiliates. The purchasers of Acquired Securities hereunder will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed.

(G) All repurchases of Acquired Securities pursuant to this Section 4 shall be subject to all applicable restrictions under law or contained in Parent’s and its subsidiaries’ financing agreements.

5. Noncompetition Covenant . Executive acknowledges and agrees with respect to the Company 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 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, Executive agrees that during the term of Executive’s employment by the Company and for a period of three (3) 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 (i) directly or indirectly, manufactures, markets or distributes (through wholesale, retail or direct marketing channels including, but not limited to, mail order and internet distribution) (A) vitamins, minerals, nutritional supplements, herbal products, sports nutrition products, bodybuilding formulas or homeopathic remedies, or (B) any

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other product category sold by the Company or its subsidiaries which represented twelve and one-half percent (12.5%) or more of the Company’s consolidated gross revenue in the month preceding Executive’s termination or (ii) holds itself out as a business primarily marketing “eco friendly products” substantially in the same manner as the Company’s “ecoshoppe” business concept (any such business being a “ Competitive Business ”; provided , that clause (ii) of the definition of Competitive Business shall only apply during the period in which the Company owns the “ecoshoppe” business concept). 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.

For purposes of this Agreement, the Executive will not be deemed, directly or indirectly, to be engaged in or assisting any other person or entity to engage in any Competitive Business, anywhere in the United States, if:

6. Nonsolicitation .

(A) During Executive’s employment and ending on the third anniversary of the termination of the Executive’s employment, the Executive shall not directly or indirectly 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 business of the Company or its subsidiaries or officers or employees of the Company or its subsidiaries in existence from time to time during his employment with the Company.

7. Nondisclosure Obligation . The Executive shall not at any time, whether during or after the termination of his 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 so far as they have come or may come to his knowledge, except as may be required in the ordinary course of performing his duties as an officer of the Company or as may be in the public domain through no fault of his or as may be required by law.

8. Intellectual Property, Inventions and Patents . 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

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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 Executive (whether above 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. 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 Executive’s employment with the Company) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

9. Remedies Upon Breach . The Executive agrees that any breach of Section 5, 6, 7 or 8 of this Agreement by him could cause irreparable damage to the Company and that in the event of such breach the Company may 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.

10. Reasonableness of Covenants . In signing this Agreement, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under Sections 5, 6, 7 or 8 hereof, and agrees that he has received sufficient consideration for the enforceability of such Sections. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their trade secrets and confidential information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in Sections 5, 6, 7 or 8 hereof, and that Executive will reimburse the Company and its affiliates for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of Sections 5, 6, 7 or 8 hereof if either the Company and/or its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of Sections 5, 6, 7 or 8 hereof. It is also agreed that each of the Company’s affiliates will have the right to enforce all of Executive’s obligations to that affiliate under this Agreement, including without limitation pursuant to Sections 5, 6, 7 or 8 hereof.

11. 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 he 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, he 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 Company agrees to advance the expenses incurred in defending any such proceeding and the Executive agrees to repay such advanced expenses when required pursuant to the Company’s certificate of incorporation and by-laws. 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.

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

13. Acknowledgements . The Executive hereby acknowledges that the enforcement of the provisions of Sections 5 and 6 hereof may potentially interfere with his 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. The Executive acknowledges that the provisions set forth in Sections 5 and 6 hereof are in addition and not in limitation of the provisions set forth in that certain Non-compete, Non-solicitation and Confidentiality Agreement entered into among Holdings, the Company and Executive as of November 27, 2002. The Executive hereby acknowledges that he has been advised to consult with an attorney before executing this Agreement and that he has done so or, after careful reading and consideration, he has chosen not to do so of his own volition.

14. Consent and Waiver by Third Parties . The Executive hereby represents and warrants that his employment with the Company on the terms and conditions set forth herein and his 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 he is not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of his obligations hereunder or prevent the full performance of his duties and obligations hereunder.

15. Governing Law; Jurisdiction . This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of New York located in New York, New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “ Proceeding ”), to the exclusive jurisdiction of the courts of the State of New York located in New York, New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such New York State court or,

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to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or Executive’s employment by the Company or any affiliate of the Company, or the Executive’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 20 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of New York.

16. 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 has 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 of limiting and reducing such provision or provisions, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

17. 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 17 . No modification or waiver by the Company shall be effective without the consent of at least a majority of the Board of Directors 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 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 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.

18. 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, as of the Effective Date, supersedes all prior agreements and understandings, both written and oral, between the Company and the Executive, including, without limitation, the Existing Agreement, 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. Notwithstanding the foregoing, the parties

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hereto agree and acknowledge that Sections 5 and 6 hereof shall not in any way limit the provisions set forth in that certain Non-compete, Non-solicitation and Confidentiality Agreement entered into among Holdings, the Company and Executive as of November 27, 2002.

19. Assignment . The Executive acknowledges that the services to be rendered by him are unique and personal. Accordingly, the Executive may not assign any of his rights or delegate any of his 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.

20. Notices . All notices hereunder shall be (i) delivered by hand, (ii) sent by first-class certified mail, postage prepaid, return receipt requested, (iii) delivered by overnight commercial courier, or (iv) transmitted by telecopy or facsimile machine, 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, Parent or Holdings:

Vitamin Shoppe Industries Inc.

2101 91st. Street

North Bergen, New Jersey 07047

Attention:  James M. Sander

Facsimile: (201) 624-3824

with copies (which shall not constitute notice) to:

Irving Place Capital

277 Park Avenue, 39th Floor

New York, New York 10172

Attention:  Douglas R. Korn and Richard L. Perkal

Facsimile: (212) 551-4542

and

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention:  Michael T. Edsall, Esq.

Facsimile: (212) 446-6460

If to the Executive:

Thomas Tolworthy

1 Bethpage Court

Cortlandt Manor, NY 10567

Facsimile: (914) 525-5094

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with copies to:

Wendi S. Lazar

Outten & Golden LLP

3 Park Ave., 29 ^th Floor

New York, NY 10016

Facsimile: (212) 977-4005

21. Survival of Obligations . The provisions of Sections 4, 5, 6, 7 and 8 shall survive the termination or expiration of this Agreement as a continuing agreement of the Company, Holdings, Parent and the Executive. The existence of any claim or cause of action by Executive against the Company shall not constitute and shall not be asserted as a defense to the enforcement by the Company of this Agreement.

22. Arbitration . Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be determined and settled by a panel of three arbitrators, one to be chosen by Executive, one to be chosen by the Company, and one to be chosen by mutual agreement of the arbitrators chosen by Executive and the Company, pursuant to the rules then in effect of the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in a court having competent jurisdiction. Notwithstanding the foregoing, nothing in this Section 22 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 5, 6, 7 and 8 of this Agreement.

23. Effect of Agreement . As of the Effective Date, the Company, Parent, Holdings 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.

24. Release . In consideration for the Executive’s continued employment with the Company, the Executive, for and on behalf of the Executive and the Executive’s heirs, dependents, executors, administrators, trustees, legal representatives, agents, successors and assigns (collectively, the “ Releasing Parties ”), hereby irrevocably and unconditionally releases, acquits and forever discharges the Company, Parent, and Holdings, and all of its or their past, present and/or future subsidiaries, divisions, affiliates, employee benefit plans, successors and assigns and all of its or their past, present and/or future shareholders, officers, managers, partners, directors, employees, agents, representatives, attorneys, affiliates, predecessors, successors, assigns, as applicable, and all other persons acting by, through, under, or in concert with any of them (collectively, the “ Releasees ”), from and against any and all actions, causes of action, suits, debts, liens, contracts, agreements, obligations, promises, liabilities, claims, rights, demands, damages, controversies, losses, costs, and expenses (including attorneys’ fees) of any and all kinds, whether known or unknown, suspected or unsuspected, or fixed or contingent (collectively, the “ Claims ”), which the Releasing Parties now have, own, hold, or claim to have, own, or hold, or at any time heretofore had, owned, held, or claimed to have, own, or hold, against the Releasees, or any of them in connection with or in any manner related to, or arising in connection with all matters relating to the Executive’s employment by the Company prior to the

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Effective Date and all changes to the terms and conditions of the Executive’s employment with the Company. It is the intention of the Company and the Releasing Parties in executing this Agreement that this Agreement shall be effective as a bar to each and every Claim hereinabove mentioned or implied, and each of the Company and the Releasing Parties hereby knowingly and voluntarily waive any and all such Claims. Each of the Company and the Releasing Parties expressly consent that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, charges and causes of action (notwithstanding any state statute that expressly limits the effectiveness of a general release of the unknown, unsuspected and unanticipated claims), if any, as well as those relating to any other claims, demands and causes of action hereinabove mentioned or implied. The foregoing release shall not apply to the Executive’s rights with respect to accrued and vested benefits under any employee benefit plan of the Company. The Company agrees to release Executive from all claims of which the Board of Directors has actual knowledge as of the Effective Date of this Agreement.

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

Exhibit 10.26

EMPLOYMENT

AND NON-COMPETITION AGREEMENT

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “ Agreement ”) made as of this 9th day of September 2009 (the “ Effective Date ”), by and among Richard Markee (the “ Executive ”), VS Parent, Inc., a Delaware corporation (together with its successors and assigns, “ Parent ”), VS Direct, Inc. (together with its successors and assigns, “ VS Direct ”) and VS Holdings, Inc., a Delaware corporation (together with its successors and assigns, “ Holdings ”), and Vitamin Shoppe Industries, Inc., a New York corporation (together with its successors and assigns, the “ Company ”).

W I T N E S S E T H :

WHEREAS, Parent, Holdings, VS Direct, the Company and the Executive desire to memorialize the terms of the Executive’s employment effective as of the Effective Date under this Agreement.

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

1. Position and Responsibilities . During the Term, the Executive shall serve as Chief Executive Officer of each of Parent, Holdings, VS Direct and the Company and, in such capacity, shall be responsible for the general management of the business, affairs and operations of Parent, Holdings, VS Direct and the Company, shall perform such duties as are customarily performed by a chief executive officer 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 Board of Directors of Parent, Holdings, VS Direct and the Company. The Executive shall report to the Board of Directors of Parent, Holdings VS Direct and the Company. The Executive shall not report or be subject to the authority of any officer or employee of Parent, Holdings, VS Direct or 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, Holdings’, VS Directs’ and the Company’s business.

2. Compensation; Salary, Bonus and Other Benefits . During the Term, 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 pay to the Executive a base salary of $600,000 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 his Base Salary as the Board of Directors of the Company may from time to time approve in its discretion; provided , however , that the Executive’s Base Salary will be reviewed not less often than annually. The Executive’s Base Salary may not be decreased without his written consent.

(B) Bonus . Each fiscal year ending after the Effective Date during the Term (which, for the avoidance of doubt, shall include fiscal year 2011 if the Executive’s employment terminates on or after the expiration of the Term), the Executive shall be eligible for a cash bonus award (the “ Annual Cash Bonus ”).

For the fiscal year ending December 26, 2009, the Executive shall receive an Annual Cash Bonus equal to $300,000, payable in calendar year 2010 at the same time annual bonuses are paid to other senior executives of the Company (but in all events prior to March 15, 2010), and except as otherwise set forth in Sections 5(C)(ii), 5(D)(i), 5(E), and 5(F), subject to the Executive’s continued employment with the Company on December 26, 2009. For each fiscal year thereafter beginning during the Term, the Executive shall be eligible for an Annual Cash Bonus for any such fiscal year, based on a target opportunity for such Annual Cash Bonus of 100% of the Executive’s Base Salary, payable at the same time annual bonuses are paid to other senior executives of the Company (but in all events within two and half months after the end of the applicable fiscal year), subject to Sections 5(A), 5(C)(ii), 5(E) and 5(F), so long as Executive is employed by the Company on the last day of the calendar year in which most of the fiscal year occurs, based on such criteria as shall be established by Parent’s Compensation Committee of the Board of Directors in consultation with the Executive not later than thirty days after the commencement of the fiscal year.

(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 its management employees generally. During the Term and so long as the Executive is not participating in the Company’s group health plan, the Company shall pay the Executive on a monthly basis a cash amount equal to the then monthly premium equivalent for such group health plan, as determined by the Company’s benefit consultant, that would have otherwise been payable by the Company on behalf of the Executive had the Executive been a participant in such group health plan (the “ Opt-Out Amount ”).

(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, Holdings, VS Direct 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. Upon presentation of appropriate documentation, the Company shall pay the Executive’s reasonable counsel fees incurred in connection with the negotiation and documentation of this Agreement, up to a maximum of $10,000, which shall be paid within sixty (60) days of the Effective Date.

(E) Automobile Allowance . During the Term, the Executive shall receive a monthly automobile allowance of $1,000 to be payable on a monthly basis as a reimbursement for automobile expenses in accordance with the plans, practices, policies, and programs applicable to the Company’s management employees generally.

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(F) Vacation . The Executive shall be entitled to five (5) weeks of vacation time per fiscal year in accordance with the plans, practices, policies, and programs applicable to the Company’s management employees generally.

(G) Options . As promptly as practicable after the date hereof (but in all events no later than 15 days after the Effective Date), Parent shall grant the Executive an option to purchase 200,000 shares of common stock of Parent (the “ Options ”), par value $0.01 (“ Parent Common Stock ”) under the Amended and Restated VS Holdings, Inc. 2002 Stock Option Plan, as adopted by Parent (the “ Plan ”) and in accordance with the stock option agreement attached hereto as Exhibit A (“ Stock Option Agreement ”). The Options shall (i) have a strike price of $28.13 per share of Parent Common Stock, which the compensation committee of Parent’s Board of Directors (the “ Parent Board ”) has determined to be equal to or greater than the fair market value of a share of Parent Common Stock, (ii) subject to earlier vesting as provided in the Plan or the Stock Option Agreement, vest quarterly over four (4) years, at the rate of 6.25% of the shares of Parent Common Stock underlying the Options on each quarterly anniversary following the Effective Date, (iii) expire on the 90-month anniversary of the date of grant and (iv) to the extent not inconsistent with this Agreement or the Stock Option Agreement, be subject to all terms and conditions of the Plan.

(H) Restricted Stock . As promptly as practicable after the date hereof (but in all events no later than 15 days after the Effective Date), Parent shall adopt the Parent 2009 Equity Incentive Plan, and issue to the Executive 48,658 restricted shares of Parent Common Stock under such plan, which grant shall be in the form of the restricted stock award agreement attached hereto as Exhibit B (“ Restricted Stock Award Agreement ”). Such restricted shares of Parent Common Stock shall (i) subject to earlier vesting as provided in the Parent 2009 Equity Incentive Plan or the Restricted Stock Award Agreement, vest quarterly over four (4) years at the rate of 6.25% of the restricted shares on each quarterly anniversary following the Effective Date, and (ii) to the extent not inconsistent with this Agreement or the Restricted Stock Award Agreement, be subject to all terms and conditions of the Parent 2009 Equity Incentive Plan.

(I) Acquired Securities . On the date the restricted shares under Section 2(H) are granted to the Executive (or promptly thereafter), the Executive shall purchase from Parent, by check or wire transfer of immediately available funds, 26,839 shares of Parent Common Stock (the “ Acquired Securities ”) at a price per share of Parent Common Stock of $28.13, for an aggregate cash purchase price of $754,981, pursuant to a subscription agreement attached hereto as Exhibit C (the “ Subscription Agreement ”).

3. Term . The term of Executive’s employment hereunder shall commence on the Effective Date and shall terminate on December 31, 2011 (the “ Term ”), unless earlier terminated as provided in Section 5 of this Agreement.

4. 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.

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5. Termination . The Executive’s term of employment under this Agreement may be earlier terminated as follows (as well as automatically upon expiration of the Term):

(A) At the Executive’s Option; Upon Expiration of the Term . The Executive may terminate his employment at any time upon at least three months’ advance written notice to the Company. In addition, the Executive’s employment hereunder shall automatically terminate upon expiration of the Term. In either 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(G), (H) and (I) hereof. Notwithstanding the foregoing, upon the termination of the Executive’s employment upon the expiration of the Term, the Executive shall also be entitled to an Annual Cash Bonus for fiscal year 2011 in accordance with Section 2(B) and retiree medical to the extent provided in Section 5(K).

(B) At the Election of the Board With Cause . The Parent Board may, unilaterally, terminate the Executive’s employment hereunder “with cause” at any time during the Term upon written notice to the Executive. Termination of the Executive’s employment by the Board shall constitute a termination “with cause” under this Agreement only if such termination is for one or more of the following causes: (i) wrongful misappropriation by the Executive of Company assets of a material value and not remedied within thirty (30) days after receipt of written notice from the Company; (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 and not remedied within thirty (30) days after receipt of written notice from the Company; (iii) the conviction of a felony; (iv) gross neglect or willful misconduct by the Executive in the conduct or management of the Company not remedied within thirty (30) days after receipt of written notice from the Company which neglect or misconduct materially affects the Company; (v) willful refusal to comply with any significant policy, directive or decision of the Board in furtherance of a legitimate business purpose of the Company or willful refusal to perform the duties reasonably assigned to the Executive by 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 thirty (30) days after receipt of written notice from the Company; or (vi) breach by the Executive of Section 7 or 8(A) or 9 of this Agreement, in any material respect, not remedied within thirty (30) days after receipt of written notice from the Company. Notwithstanding the foregoing, the Executive shall not be terminated “with cause” under this Agreement or otherwise unless he is given an opportunity to be heard before the Parent Board (accompanied by counsel, if he so chooses) and, after such hearing, there is a vote of majority of the members of the Parent Board (not including the Executive but including at least one independent director voting in favor) to terminate the Executive’s employment “with cause”. Any such termination shall be subject to de novo review in accordance with Section 23. In the event of a termination “with cause” pursuant to the provisions of clauses (i) through (vi) above, inclusive, the Executive shall be entitled to no severance or other termination benefits, except as provided in Section 5(G), (H) and (I) hereof.

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(C) At the Election of the Company for Reasons Other than With Cause or by Executive for Good Reason . 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. The Executive may terminate the Executive’s employment following the removal of the Executive as the Chief Executive Officer of Parent, Holdings, VS Direct or the Company (or any of their successors or assigns) (“Good Reason”) without the written consent of the Executive which is not remedied by Parent, Holdings, VS Direct or the Company within 30 days after the Executive gives written notice to the Board of such change (which written notice shall be given within 30 days of such change), provided that Executive actually terminates employment within 15 days following the expiration of the 30 day remedy period. Upon any such termination under this Section 5(C), the Company shall:

(i) Pay the Executive his Base Salary from the date of the termination of the Executive’s employment through the earlier to occur of (1) the last date of the Term and (2) the date that is twelve (12) months following Executive’s termination. Such payments shall be payable on a quarterly basis following the Executive’s termination and shall be subject to all applicable federal and state withholding taxes.

(ii) Pay to the Executive (x) the full amount of any unpaid Annual Cash Bonus for any fiscal year of the Company prior to the fiscal year in which the Executive’s employment is terminated in accordance with the provisions of Section 2(B) hereof, and (y) for the fiscal year in which the Executive’s employment is terminated, the pro rata amount of the Annual Cash Bonus calculated by multiplying (A) a fraction the numerator of which is the number of full calendar months that the Executive was employed by the Company in such fiscal year and the denominator of which is 12 and (B) an amount equal to the current fiscal year’s Annual Cash Bonus determined and paid at the time and in the manner set forth in Section 2(B) (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).

(iii) 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 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; and provided further that in the event that the Executive is receiving the Opt-Out Amount at the time of such termination in accordance with the terms of Section 2(C) and is also participating in continuing health insurance coverage pursuant to the Toys Agreement (as defined in Section 5(K)), the maximum obligation of the Company under this Section 5(C)(iii) shall be limited to paying the Opt-Out Amount to the Executive during the Insurance Continuation Period (the “ Continued Benefits ”).

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Notwithstanding the foregoing, if during the period from the date of the termination of the Executive’s employment hereunder through the end of the period for which any severance is payable pursuant to this Section 5(C), the Executive (i) becomes employed or (ii) performs 390 or more hours of consulting services for a single client in any ninety (90) day period (other than serving as a director of Parent, Holdings, VS Direct or the Company), the Executive shall promptly notify the Company of such employment or consulting engagement, and the severance payable pursuant to paragraphs 5(C)(i) hereof shall be reduced by the gross amount of the compensation or consulting fees earned by the Executive pursuant to such employment or consulting engagement during the applicable severance period. Nothing herein, however, shall require the Executive to mitigate damages by seeking other employment (including self-employment).

(D) At the Election of the Executive for Certain Reasons . The Executive may terminate his employment immediately upon written notice to the Company upon the occurrence of a Change of Control (as defined below) followed, within twelve (12) months after the date of the Change of Control, by a material adverse change in the Executive’s function, duties or responsibilities from those described in Section 1 hereof without the written consent of the Executive which is not remedied by the Company within 30 days after the Executive gives written notice to the Board of such change. In the event the Executive exercises his right to terminate his employment under this Section 5(D), the Company shall:

(i) Pay to the Executive his Base Salary from the date of the termination of the Executive’s employment for a period of twelve months following termination of the Executive. Such payments shall be payable on a quarterly basis following the Executive’s termination and shall be subject to all applicable federal and state withholding taxes.

(ii) Pay to the Executive (x) the full amount of any unpaid Annual Cash Bonus for any fiscal year of the Company prior to the year in which the Executive’s employment is terminated in accordance with the provisions of Section 2(B) hereof, and (y) $100,000 for the fiscal year of the Company in which the Executive’s employment is terminated (or $300,000 if such termination is in fiscal year 2009), payable in a lump-sum within sixty (60) days following termination.

(iii) Provide the Continued Benefits.

For the purposes of this Agreement, a “ Change of Control ” shall have the meaning ascribed to such term in the Parent 2009 Equity Incentive Plan.

(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 his employment except as provided in Sections 5(G), (H), (I) and (K) hereof. For purposes of this Agreement, “ disability ” shall mean

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the inability, by reason of bodily injury or physical or mental disease, or any combination thereof, of the Executive to perform his 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.

(i) 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 fiscal year of the Company prior to the year in which the Executive’s employment is terminated, and (ii) for the calendar year in which the Executive’s employment is terminated, the pro rata amount of the Annual Cash Bonus calculated by multiplying (A) a fraction the numerator of which is the number of full calendar months that the Executive was employed by the Company in such fiscal year and the denominator of which is 12 and (B) an amount equal to the current fiscal year’s Annual Cash Bonus determined and paid at the time and in the manner set forth in Section 2(B) (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).

(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 his employment except as provided in Sections 5(G), (H), (I) and (K) hereof.

(i) Notwithstanding the foregoing, in the event that the Executive’s employment is terminated pursuant to this Section 5(F), the Executive (or his estate) shall be entitled to receive (i) the full amount of any unpaid Annual Cash Bonus for any fiscal year of the Company prior to the year in which the Executive’s employment is terminated, (ii) for the fiscal year in which the Executive’s employment is terminated, the pro rata amount of the Annual Cash Bonus calculated by multiplying (A) a fraction the numerator of which is the number of full calendar months that the Executive was employed by the Company in such fiscal year and the denominator of which is 12 and (B) an amount equal to the current fiscal year’s Annual Cash Bonus determined and paid at the time and in the manner set forth in Section 2(B) (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).

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

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(H) Reimbursement of Expenses . In the event of the Executive’s termination pursuant to this Section 5, the Company shall reimburse the Executive (or his 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.

(I) Continuing Benefits and Entitlements . 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 Parent, Holdings, VS Direct, the Company or any of their affiliates, 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 (or his estate) after such termination. In addition, in the event of the Executive’s termination pursuant to this Section 5, he shall remain entitled to any rights or benefits under any equity agreement or plan applicable to him, including without limitation, the Stock Option Agreement, the Restricted Stock Award Agreement, the Subscription Agreement and the Securityholders’ Agreement (as defined in the Parent 2009 Equity Incentive Plan).

(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 (i) execution and delivery to the Company of a general release covering employment-related claims (but not claims as a shareholder) in form satisfactory to the Company and (ii) continued observance in all material respects of the covenants contained Sections 7 or 8(A) or 9 of this Agreement. Except as set forth in this Section 5(C), (D), or (J) or Section 6, Parent, Holdings, VS Direct, the Company or any of their affiliates shall not otherwise have a right of offset, recoupment or forfeiture with respect to any payments, benefits or entitlements due to the Executive.

(K) Retiree Medical Benefits . Following termination of the Executive’s employment hereunder as a result of expiration of the Term or pursuant to Sections 5(C), (D), (E) or (F), and following the expiration of any applicable Insurance Continuation Period, (i) the Executive shall be responsible for paying the full COBRA premiums for the remainder (if any) of the applicable COBRA continuation period, and (ii) provided that the Executive is no longer eligible to participate in continuing health insurance coverage pursuant to his employment letter with Toys “R” Us, Inc. dated as of October 13, 2006 (the “Toys Agreement”), following expiration of the applicable COBRA continuation period (if any) and until the date on which the Executive turns age 65 (or would have turned age 65 had the Executive survived until such date), the Executive and his eligible dependents (but only to the extent that his eligible dependents would have been eligible to receive coverage under the Toys Agreement had such coverage remained available) shall be eligible to continue to participate in a Company provided health insurance plan that provides health coverage at a level commensurate with the level at which active senior executives of the Company and their dependents participate so long as the Executive (or his spouse, in the case of his death) pays the full cost of such coverage. Notwithstanding the foregoing, the Company reserves the right, subject to the limitations of applicable law, to amend or otherwise alter the health coverage made available pursuant to the foregoing sentence (including, without limitation, reducing such coverage) at any time so long as such coverage is commensurate with the coverage provided to active senior executives of the Company.

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6. Repurchase Option .

(A) If the Executive voluntarily terminates his employment with the Company prior to the expiration of the Term (and does not continue as a director of Parent, Holdings, VS Direct or the Company immediately following such termination) or the Board terminates the Executive’s employment hereunder “with cause”, then all of the Acquired Securities (whether then held by the Executive or his transferees) shall be subject to repurchase by Parent pursuant to this Section 6 (the “ Repurchase Option ”).

(B) The purchase price of the Acquired Securities subject to the Repurchase Option shall be the lesser of (i) the Fair Market Value of such Acquired Securities, and (ii) the Original Cost of such Acquired Securities. As used herein, the term “ Original Cost ” means the original issue price thereof, as such amount may be adjusted to account for any subdivision (by any stock split, stock dividend, recapitalization or otherwise) or proportionate reduction (by reverse stock split or otherwise) of Parent Common Stock, and “ Fair Market Value ” means (a) if the Parent’s Common Stock is readily traded on an established national or regional securities exchange, the price as determined pursuant to clause (a) of the definition of Fair Market Value in the 2009 Equity Incentive Plan and (b) if the Parent’s Common Stock is not so readily traded, the fair market value of the Acquired Securities, as determined by Parent Board in good faith; provided that if within 10 days after the Executive is notified of Parent Board’s determination, the Executive notifies the Chairman of the Parent Board in writing that he objects to Parent Board’s determination and the Executive and Parent Board are unable to reach agreement upon the Fair Market Value of the Acquired Securities subject to repurchase, then the Fair Market Value shall be determined by an independent appraiser jointly selected by Parent Board and the Executive (and if the Executive and Parent Board are unable to agree upon the choice of an independent appraiser, they will select an independent appraiser by lot from a list comprised of four nationally-recognized appraisal or investment banking firms, two of whom shall be selected by Parent Board and two of whom shall be selected by the Executive). The determination of the appraiser shall be set forth in a written report delivered to Parent and the Executive and shall be conclusive and binding on the parties. The fees and expenses of the appraiser shall be borne equally by Parent and the Executive.

(C) Parent may elect to purchase all or any portion of the Acquired Securities that becomes subject to a Repurchase Option by delivering written notice (the “ Purchase Notice ”) to the holder or holders of such Acquired Securities within 90 days after the date of termination of the Executive’s employment hereunder. The Purchase Notice will set forth the type and amount of Acquired Securities to be acquired from each holder, the aggregate consideration to be paid for such securities and the time and place for the closing of the transaction. The amount of Acquired Securities to be purchased by Parent shall first be satisfied to the extent possible from the Acquired Securities held by the Executive at the time of delivery of the Purchase Notice. If the amount of Acquired Securities then held by the Executive is less than the amount of Acquired Securities that Parent has elected to purchase, Parent shall purchase the remaining Acquired Securities elected to be purchased ratably from the Executive’s transferees, in accordance with the amount of Acquired Securities held by such other holder(s) at the time of delivery of such Purchase Notice.

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(D) The closing of the purchase of Acquired Securities pursuant to the Purchase Option shall take place on the date designated by Parent in the Purchase Notice, which date shall not be more than 30 days nor less than five days after the delivery of the Purchase Notice. Parent may pay for the Acquired Securities to be purchased by it pursuant to the Purchase Option (i) by cash payable by delivery of a check or a wire transfer of funds or (ii) if the terms of any financing arrangement entered into by Parent prohibit the payment of cash to the Executive, then (1) by the issuance of a subordinated promissory note in the principal amount equal to 50% of the aggregate purchase price of the Acquired Securities being purchased by Parent, which subordinated promissory note shall mature on the fifth anniversary of the Effective Date and accrue interest payable only at maturity at a rate of 8% per annum, and which shall be subordinated to all of Parent’s existing financing arrangements and (2) by cash payable by delivery of a check or a wire transfer of funds equal to 50% of the aggregate purchase price of such Acquired Securities. Parent may assign its rights under this Section 6 to any of its subsidiaries; to the extent Parent is prohibited by law or by its or its subsidiaries’ financing agreements from repurchasing any Acquired Securities subject to the Purchase Option, Parent may assign its right to exercise the Purchase Option with respect to such Acquired Securities to any of its stockholders or their affiliates. The purchasers of Acquired Securities hereunder will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers’ signatures be guaranteed.

(E) All repurchases of Acquired Securities pursuant to this Section 6 shall be subject to all applicable restrictions under law or contained in Parent’s and its subsidiaries’ financing agreements.

7. Noncompetition Covenant . The Executive acknowledges and agrees with respect to the Company 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 three (3) 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 or distributes (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 month 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 5% of the outstanding stock of any class of any public corporation that engages in a Competitive Business.

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8. Nonsolicitation .

(A) For a period commencing on the Effective Date and ending on the fifth anniversary of the termination of the Executive’s employment, the Executive shall not directly, or cause any other 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; provided that if the Executive’s employment has terminated, this prohibition shall apply only with respect to officers and employees employed on the date of the Executive’s termination of employment or within six months prior to such date. For a period commencing on the Effective Date and ending on the fifth anniversary of the termination of the Executive’s employment, the Executive shall not directly, or 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; provided that if the Executive’s employment has terminated, this prohibition shall apply only with respect to business as of the date of the Executive’s termination of employment.

(B) For a period commencing on the date of the Executive’s termination of employment and ending on the fifth anniversary of the termination of the Executive’s employment, the Executive shall not directly, or cause any other person or entity to, knowingly make any statement or other communication that impugns or attacks the reputation or character of the Company or its subsidiaries, or damages the goodwill of the Company or its subsidiaries, or knowingly take any action directly, or cause any other person or entity to take any action, that would interfere with any contractual or customer or supplier relationships of the Company or its subsidiaries.

9. Nondisclosure Obligation . The Executive shall not at any time, whether during or after the termination of his 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 so far as they have come or may come to his knowledge, except as may be required in the ordinary course of performing his duties as an officer of Parent, Holdings, VS Direct or the Company or as may be in the public domain through no fault of his or as may be required by law and after prior notification to the Company (including a court, administrative agency or arbitrator) or to the extent necessary to enforce or defend the Executive’s rights under this Agreement (including its Exhibits) or any other agreement between or among Parent, Holdings, VS Direct or the Company (and related parties).

10. 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 above or jointly with others) while employed by the Company whether before or after the date of this Agreement (“ Work Product ”),

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belong to the Company or such subsidiary. The Executive shall promptly disclose such Work Product to the Company’s Board of Directors 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).

11. Remedies Upon Breach . The Executive agrees that any material breach of Section 7, 8, 9 or 10 of this Agreement by him 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.

12. Excise Taxes . Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit Executive would receive from the Company, Parent, VS Direct or VS Holdings 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 Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this Section 12, would be subject to the excise tax imposed by Section 4999 of the Code, then 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 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 Executive, on an after-tax basis, of the greatest portion of the Total Payments. Any determination required under this Section 12 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 Executive. For purposes of making the calculations required by this Section 12, 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 12 of the Total Payments to be delivered to Executive, such reduction shall occur in the following order: (i) any cash severance payable by reference to 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 12 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 12, 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 90 days of the last day of such calendar year.

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13. 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 (including being called as a witness) by reason of the fact that he is or was an officer, director, agent or employee of Parent, Holdings, VS Direct and/or the Company or is or was serving at the request of any such party as an officer, director, agent or employee of another corporation or other entity, he shall be indemnified (and advanced expenses as incurred (subject to proper documentation) prior to a final disposition of the matter, provided that the Executive agrees to repay such advanced expenses when required pursuant to the certificate of incorporation and by-laws of Parent, Holdings, VS Direct or the Company) by Parent, Holdings, VS Direct and 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 Parent, Holdings, VS Direct or the Company, as applicable. 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 Parent, Holdings, VS Direct or the Company. Parent, Holdings, VS Direct and the Company each individually agree to cover the Executive under its directors’ and officers’ liability insurance policies on a basis no less favorable to the Executive as any other director or senior executive is covered until such time as suits can no longer be brought against the Executive as a matter of law.

14. Acknowledgements . The Executive hereby acknowledges that the enforcement of the provisions of Sections 7 and 8 hereof may potentially interfere with his 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. The Executive hereby acknowledges that he has been advised to consult with an attorney before executing this Agreement and that he has done so or, after careful reading and consideration, he has chosen not to do so of his own volition.

15. Representations . The Executive hereby represents and warrants that his employment with the Company on the terms and conditions set forth herein and his execution and performance of this Agreement do not constitute a breach or violation of any other written agreement or obligation with any third party. The Executive represents that he is not bound by any written agreement which conflicts with, or may conflict with, the performance of his obligations hereunder or prevent the full performance of his duties and obligations hereunder. Parent, Holdings, VS Direct and the Company each represents and warrants to the Executive that it is fully authorized by action of its board (or of any other person or body whose action is required) to enter into this Agreement and, if applicable, its Exhibits, and to perform its obligations under such agreement and upon the execution and delivery of this Agreement and, to the extent applicable, its Exhibits by it and the Executive, this Agreement and, to the extent applicable, its Exhibits, shall be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

16. Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any conflict of law provisions thereof. In the event of a conflict between any provision of this Agreement

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(including its Exhibits) and any provision of any other plan, policy, program or agreement, the provisions of this Agreement (including its Exhibits) shall govern unless the Executive has otherwise agreed in a writing that expressly references the provision of this Agreement or its Exhibits whose control he is waiving. Except as otherwise provided in Section 23 , each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware located in Wilmington, Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Executive’s employment by the Company or any affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “ Proceeding ”), to the exclusive jurisdiction of the courts of the State of Delaware located in Wilmington, Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or Executive’s employment by the Company or any affiliate of the Company, or the Executive’s or the Company’s performance under, or the enforcement of, this Agreement, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in Section 21 hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

17. 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 has 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 of limiting and reducing such provision or provisions, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

18. 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 consent of at least a majority of the Company’s Board of Directors 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.

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19. Entire Agreement . This Agreement, together with the Exhibits attached hereto, sets forth all of the terms of the understandings between the parties with reference to the subject matter set forth herein and, as of the Effective Date, supersedes all prior agreements and understandings, both written and oral, between the Company and the Executive concerning such subject matter, 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.

20. Assignment . The Executive acknowledges that the services to be rendered by him are unique and personal. Accordingly, the Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement. Parent, Holdings, VS Direct and the Company shall not be able to assign or transfer their rights, duties and obligations under this Agreement without the Executive’s prior consent; provided that the Parent shall have the right to assign this Agreement to its successors and assigns provided such successor or assign agrees to perform Parent’s, Holding’s, VS Direct’s and the Company’s duties under this Agreement and its Exhibits. The rights and obligations of Parent, Holdings, VS Direct and the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of such party. The rights and obligations of the Executive shall inure to the benefit of, and shall be binding upon, his heirs. In the event the Executive dies while any payment or entitlement is due to him, such payment or benefit shall be paid to his designated beneficiaries or if no beneficiary is designated, to his estate.

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, Parent, VS Direct or Holdings:

Vitamin Shoppe Industries Inc.

2101 91st. Street

North Bergen, New Jersey 07047

Attention:  James M. Sander

Facsimile: (201) 868-0727

with copies (which shall not constitute notice) to:

Irving Place Capital

277 Park Avenue, 39th Floor

New York, New York 10172

Attention:  Douglas R. Korn and Richard L. Perkal

Facsimile: (212) 551-4542

and

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Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention:  Michael T. Edsall, Esq.

Facsimile: (212) 446-6460

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

22. Survival of Obligations . The provisions of Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25 shall survive the termination or expiration of the Term as a continuing agreement of the Company, Holdings, Parent, VS Direct 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.

23. Arbitration . Any dispute, controversy, or claim arising out of or in connection with this Agreement or its Exhibits shall be determined and settled by arbitration pursuant to the Commercial Arbitration rules then in effect of the American Arbitration Association, to be held in the Borough of Manhattan in New York City. Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in a court having competent jurisdiction. 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 7, 8 and 9 of this Agreement. In the event of any dispute between the parties relating to this Agreement or its Exhibits (including pursuant to Section 11 hereof), each party agrees to be responsible for its or his own costs and expenses, including legal fees; provided that the costs of paying the arbitrator(s), if applicable, shall be split evenly between the parties.

24. 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 the event that the Company determines reasonably and in good faith that there is any provision of this Agreement

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that could cause the Executive to be subject to additional tax, interest or penalties under the provisions of Code Section 409A, such provision shall be interpreted and resolved in the manner the Company reasonably and in good faith deems necessary to prevent the application of such taxes, interest or penalties under Code Section 409A. 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 expiration of the six (6)-month period measured from 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.

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(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.

25. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile (including by “pdf”) shall be effective for all purposes.

[END OF PAGE]

[SIGNATURE PAGE FOLLOWS]

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

Signature Page to Employment and Non-Competition Agreement

Exhibit A

Form of Stock Option Agreement

20

Exhibit B

Form of Restricted Stock Award Agreement

21

Exhibit C

Subscription Agreement

22

Exhibit 10.27

VITAMIN SHOPPE

2009 EQUITY INCENTIVE PLAN

ARTICLE I

PURPOSE

Effective Date . The Plan shall be known as the Vitamin Shoppe 2009 Equity Incentive Plan (the “ Plan ”), and shall be effective as of September 2, 2009 (the “ Effective Date ”), subject to the approval of the Plan by the shareholders of VS Parent, Inc. (the “ Company ”) within 12 months of the Effective Date in accordance with Section 422 of the Code.

Purpose of the Plan . The Plan is intended to further the growth and profitability of the Company by increasing incentives and encouraging Share ownership on the part of the Employees, Members of the Board, and Independent Contractors of the Company and its Subsidiaries. The Plan is intended to permit the grant of Awards that constitute Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock Awards.

ARTICLE II

DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“ Affiliate ” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) directly or indirectly controlled by the Company.

“ Award ” means, individually or collectively, a grant under the Plan of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Stock Awards.

“ Award Agreement ” means the written agreement setting forth the terms and conditions applicable to an Award.

Exhibit 10.30

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”), dated as of [            ], 2009, by and between VS Holdings, Inc. and Vitamin Shoppe Industries, Inc. (collectively, the “ Company ”) (the “ Company ”) and [        ] (the “ Indemnitee ”).

RECITALS

A. It is reasonable, prudent and in the best interests of the Company and its stockholders for the Company contractually to obligate itself to indemnify persons serving as officers of the Company to the fullest extent permitted by applicable law so that they will serve or continue to serve as officers of the Company free from undue concern that they will not be so indemnified.

B. The Indemnitee was employed to serve as an officer of the Company.

C. To the extent permitted by law, this Agreement is a supplement to and in furtherance of the certificate of incorporation of the Company and provisions of the bylaws or resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of the Indemnitee thereunder.

NOW, THEREFORE , in consideration of the premises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions . As used in the foregoing Recitals and in this Agreement, the following terms will have those meanings set forth in this Section 1 unless the context dictates otherwise.

(a) “ Affiliate ” and “ Associate ” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934 (the “ Exchange Act ”), and the term “person” as used therein shall mean any person or entity.

(b) a “ Change of Control ” shall mean the happening after the date of this Agreement of any of the following events:

(i) if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, or any successor provisions to either of the preceding), including any individual, entity or group agreeing to act together for the purpose of acquiring, holding, voting or disposing of securities (as defined in Rule l3d-5(b)(1) under the Exchange Act), becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of either (A) the then outstanding shares of common stock of the Company (the “ Outstanding Company Common Stock ”), or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Power ”); provided , however , that for purposes of this subsection (i) any acquisition by (A) any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (B) any Sponsor shall not constitute a Change of Control; or

(ii) individuals who, as of the date of this Agreement, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason not to constitute at least a majority of the Board of Directors; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; and provided , further , that any change in the composition of the Board of Directors instituted or approved by the holder or holders, either directly or indirectly, of a majority of the Outstanding Company Voting Power on the date hereof shall not constitute a Change of Control; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), in each case, unless, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Power immediately prior to such Business Combination, or their respective Affiliates, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or

(iv) approval by the shareholders of the Company of a liquidation or dissolution of the Company.

(c) “ Corporate Status ” describes the status of a person who is or was an officer of the Company or is or was serving in such capacity, at the request of the Company, of another corporation, partnership, joint venture, trust or other enterprise.

(d) “ Disinterested Director ” means a director of the Company who is not and was not a party to, or otherwise involved in, the Proceeding for which indemnification is sought by the Indemnitee.

(e) “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, cost of any appeal bond, witness fees, travel expenses, duplicating costs and printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

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(f) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “ Independent Counsel ” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(g) “ Proceeding ” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative.

(h) “ Sponsor ” means Irving Place Capital Management, LP, IPC/Vitamin, LLC and their respective Affiliates and Associates.

Section 2. Indemnification (General) . The Company shall indemnify and advance Expenses to the Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of the Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in other sections of this Agreement.

Section 3. Proceedings Other Than Proceeding by or in the Right of the Company . The Indemnitee shall be entitled to the right of indemnification provided in this Section 3 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Under this Section 3, the Company will indemnify the Indemnitee against Expenses, judgments, penalties, fines and amounts paid in settlement (as and to the extent permitted hereunder) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe this conduct was unlawful.

Section 4. Proceedings by or in the Right of the Company . The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company, or if applicable law prohibits such indemnification; provided , however , that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the court in which such Proceeding shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

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Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful .

(a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits, in any Proceeding, the Company will indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

(b) In no event shall the Indemnitee be entitled to indemnification under Section 5(a) hereof with respect to a claim, issue or matter to the extent (i) applicable law prohibits such indemnification, or (ii) an admission is made by the Indemnitee in writing to the Company or in such Proceeding or a determination is made in such Proceeding that the standard of conduct required for Indemnification under this Agreement has not been met with respect to such claim, issue or matter.

Section 6. Indemnification for Expenses as a Witness . Notwithstanding any provisions herein to the contrary, to the extent that the Indemnitee is, by reason of his Corporate Status, a witness (which includes depositions, interrogatories, document production, and similar demans or requests for information that may be relevant to a Proceeding) in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Advancement of Expenses .

(a) The Company shall advance all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding; provided , however , that the person or persons or entity making the determination of the Indemnitee’s entitlement to indemnification under Section 5 (the “ Reviewing Party ”) hereof has not determined that the Indemnitee would not be permitted to be indemnified under applicable law. Such statement or statements shall reasonably evidence the Expenses incurred by or on behalf of the Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of the Indemnitee to repay any Expenses advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified against such Expenses. The Company shall accept any such undertaking without reference to the financial ability of the Indemnitee to make repayment and without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled to indemnification under the provisions of this Agreement.

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(b) The Company’s obligation to advance Expenses pursuant to Section 7(a) hereof shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who agrees to reimburse the Company) for all such amounts theretofore paid; provided , however , that if the Indemnitee has commenced or thereafter commences legal proceedings hereunder to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party to the contrary shall not be binding and the Indemnitee shall not be required to reimburse the Company for any Expenses advanced until a final judicial determination is made with respect thereto. Any required reimbursement of Expenses by the Indemnitee shall be made by the Indemnitee to the Company within ten (10) days following the determination that the Indemnitee would not be entitled to indemnification.

Section 8. Procedure for Determination of Entitlement to Indemnification .

(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification.

(b) Upon written request by the Indemnitee for indemnification pursuant to Section 8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case:

(i) by the Board of Directors by a majority vote or consent of Disinterested Directors, even though less than a quorum; or

(ii) by majority vote or consent of a committee of Disinterested Directors duly designated by the Board of Directors, even though less than a quorum (in which designation of the committee, the directors, whether or not Disinterested Directors, may participate); or

(iii) by Independent Counsel, as selected pursuant to Section 8(c) hereof, if there are no Disinterested Directors, or if the Disinterested Directors so direct, in a written opinion to the Board of Directors, a copy of which opinion shall be delivered to the Indemnitee; or

(iv) by vote or consent of the holders of a majority of the Company’s common stock that are represented in person or by proxy and entitled to vote at a meeting called for such purpose.

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(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and approved by the Board of Directors (which approval shall not be unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 8, and (ii) within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or the Indemnitee may petition the appropriate court of the State of Delaware or another court of competent jurisdiction (the “ Court ”) for the appointment of an Independent Counsel to be selected by the Court or by such other person as the Court shall designate. The fees and expenses incurred by the Independent Counsel in making any determination shall be borne solely by the Company regardless of the results of any determination and, if requested by the Independent Counsel, the Company shall give such Independent Counsel an appropriate written agreement with respect to the payment of the fees and expenses and such other matters as may be reasonably requested by the Independent Counsel. Furthermore, the Company shall pay all reasonable fees and expenses in connection with the procedures set forth in this Section 8(c) regardless of the manner in which such Independent Counsel was appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity.

Section 9. Presumptions and Effect of Certain Proceedings .

(a) In making a determination with respect to whether the Indemnitee is entitled to indemnification hereunder, the Reviewing Party making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) hereof, and anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(b) Subject to the terms of Section 14.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

(c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith, if the Indemnitee’s action is based on (i) the records or books of account of the Company, including financial statements, (ii) information supplied to the Indemnitee by the officers of the Company in the course of their duties, (iii) the advice of legal or financial counsel for the Company or the Board of Directors (or any committee thereof) or (iv)

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information or records given or reports made by an independent certified public accountant or by an appraiser or other expert selected by the Company or the Board of Directors (or any committee thereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 10. Remedies of the Indemnitee .

(a) In the event (i) a determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to this Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided , however , that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce his rights hereunder.

(b) In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee’s right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed).

(c) If a determination is made or deemed to have been made hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a

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misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided , however , if the court or arbitrator rules that the Indemnitee had no reasonable basis to bring the claim. the Indemnitee is not entitled to recover any Expenses incurred by the Indemnitee in the judicial adjudication or arbitration.

(f) Any judicial adjudication or arbitration determined under this Section 10 shall be final and binding on the parties.

Section 11. Non-Disclosure of Payments . Except as expressly required by the securities laws of the United States of America, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained. If any payment information must be disclosed, the Company shall afford the Indemnitee an opportunity to review all such disclosures and, if requested, to explain in such statement any mitigating circumstances regarding the events to be reported.

Section 12. Duration of Agreement . This Agreement shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of serving as an officer of the Company, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 hereof relating thereto. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

Section 13. Maintenance of Insurance . The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the

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coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

Section 14. Miscellaneous .

Section 14.1 Non-Exclusivity; Survival of Rights; Insurance; Subrogation .

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the certificate of incorporation, the bylaws, any agreement, a vote of stockholders or resolutions of directors, or otherwise. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.

(b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 14.2 Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 14.3 Exception to Right of Indemnification or Advancement of Expenses . Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder.

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Section 14.4 Settlement of Claims . The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent. The Company will not unreasonably withhold its consent to any proposed settlement. The Company shall furthermore not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 14.5 Counterparts . This Agreement may be executed in one or more counterparts (whether by original, photocopy or facsimile signature), each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart executed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 14.6 Headings . The headings of the sections or paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the construction thereof.

Section 14.7 Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 14.8 Notice by Indemnitee . The Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.

Section 14.9 Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and received for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by U.S. certified or registered mail with postage prepaid by overnight courier: (a) if to the Company: 2101 91st Street, North Bergen, New Jersey 07047, Attention: General Counsel; and (b) if to any other party hereto, including the Indemnitee, to the address of such party set forth on the signature page hereof; or to such other address as may have been furnished by any party to the other(s), in accordance with this Section 14.9.

Section 14.10 Governing Law; Venue, Etc .

(a) THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

(b) ANY “ ACTION OR PROCEEDING ” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED SOLELY BEFORE THE COURT OF CHANCERY LOCATED IN THE STATE OF DELAWARE AND EACH PARTY TO THIS AGREEMENT: (1) GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND VENUE THEREIN, AND WAIVES TO THE FULLEST

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EXTENT PROVIDED BY LAW ANY DEFENSE OR OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS”; AND (2) GENERALLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT. FOR PURPOSES OF THIS SECTION 15.1, THE TERM “ACTION OR PROCEEDING” IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS, ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING APPEALS AND PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON-GOVERNMENTAL, OR CIVIL OR CRIMINAL. THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO SERVICE OF PROCESS IN THE STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.

(c) The Company acknowledges that the Indemnitee may, as a result of the Company’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage, which cannot be reasonably or adequately compensated by damages at law. Consequently, the Company agrees that the Indemnitee shall be entitled, in the event of the Company’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of the Indemnitee’s rights, requiring performance by the Company, or enjoining any breach by the Company, all without proof of any actual damages that have been or may be caused by the Indemnitee by such breach or threatened breach and without the posting of bond or other security in connection therewith. The Company waives the claim or defense therein that the Indemnitee has an adequate remedy at law, and the Company shall not allege or otherwise assert the legal position that any such remedy at law exists. The Company agrees and acknowledges that: (i) the terms of this Section 15.1(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter into the transactions contemplated hereby; (iii) the Indemnitee relied upon this waiver in entering into this Agreement; and will continue to rely on this waiver in its future dealings with the Company. The Company warrants and represents that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 15.1(c) following consultation with such legal counsel.

Section 14.11 Usage of Pronouns . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

Exhibit 10.31

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “ Agreement ”), dated as of [            ], 2009, by and between VS Holdings, Inc. and Vitamin Shoppe Industries, Inc. (collectively, the “ Company ”) and [        ] (the “ Indemnitee ”).

RECITALS

A. It is reasonable, prudent and in the best interests of the Company and its stockholders for the Company contractually to obligate itself to indemnify persons serving as directors of the Company to the fullest extent permitted by applicable law so that they will serve or continue to serve as directors of the Company free from undue concern that they will not be so indemnified.

B. The Indemnitee was asked to serve on the board of directors of the Company (the “ Board of Directors ”).

C. To the extent permitted by law, this Agreement is a supplement to and in furtherance of the certificate of incorporation of the Company and provisions of the bylaws or resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of the Indemnitee thereunder.

NOW, THEREFORE , in consideration of the premises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions . As used in the foregoing Recitals and in this Agreement, the following terms will have those meanings set forth in this Section 1 unless the context dictates otherwise.

(a) “ Affiliate ” and “ Associate ” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934 (the “ Exchange Act ”), and the term “person” as used therein shall mean any person or entity.

(b) a “ Change of Control ” shall mean the happening after the date of this Agreement of any of the following events:

(i) if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, or any successor provisions to either of the preceding), including any individual, entity or group agreeing to act together for the purpose of acquiring, holding, voting or disposing of securities (as defined in Rule l3d-5(b)(1) under the Exchange Act), becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of either (A) the then outstanding shares of common stock of the Company (the “ Outstanding Company Common Stock ”), or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Power ”); provided , however , that for purposes of this subsection (i) any acquisition by (A) any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (B) any Sponsor shall not constitute a Change of Control; or

(ii) individuals who, as of the date of this Agreement, constitute the Board of Directors (the “ Incumbent Board ”) cease for any reason not to constitute at least a majority of the Board of Directors; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; and provided , further , that any change in the composition of the Board of Directors instituted or approved by the holder or holders, either directly or indirectly, of a majority of the Outstanding Company Voting Power on the date hereof shall not constitute a Change of Control; or

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), in each case, unless, following such Business Combination all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Power immediately prior to such Business Combination, or their respective Affiliates, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); or

(iv) approval by the shareholders of the Company of a liquidation or dissolution of the Company.

(c) “ Corporate Status ” describes the status of a person who is or was a director of the Company or is or was serving in such capacity, at the request of the Company, of another corporation, partnership, joint venture, trust or other enterprise.

(d) “ Disinterested Director ” means a director of the Company who is not and was not a party to, or otherwise involved in, the Proceeding for which indemnification is sought by the Indemnitee.

(e) “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, costs of any appeal bond, witness fees, travel expenses, duplicating costs and printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

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(f) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “ Independent Counsel ” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(g) “ Proceeding ” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative.

(h) “ Sponsor ” means Irving Place Capital Management, LP, IPC/Vitamin, LLC and their respective Affiliates and Associates.

Section 2. Indemnification (General) . The Company shall indemnify and advance Expenses to the Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of the Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in other sections of this Agreement.

Section 3. Proceedings Other Than Proceeding by or in the Right of the Company . The Indemnitee shall be entitled to the right of indemnification provided in this Section 3 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Under this Section 3, the Company will indemnify the Indemnitee against Expenses, judgments, penalties, fines and amounts paid in settlement (as and to the extent permitted hereunder) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe this conduct was unlawful.

Section 4. Proceedings by or in the Right of the Company . The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company, or if applicable law prohibits such indemnification; provided , however , that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the

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Company in such event if and to the extent that the court in which such Proceeding shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful .

(a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits, in any Proceeding, the Company will indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful on the merits, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each such successfully resolved claim, issue or matter. For purposes of this Section 5(a) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) hereof.

(b) In no event shall the Indemnitee be entitled to indemnification under Section 5(a) hereof with respect to a claim, issue or matter to the extent (i) applicable law prohibits such indemnification, or (ii) an admission is made by the Indemnitee in writing to the Company or in such Proceeding or a determination is made in such Proceeding that the standard of conduct required for Indemnification under this Agreement has not been met with respect to such claim, issue or matter.

Section 6. Indemnification for Expenses as a Witness . Notwithstanding any provisions herein to the contrary, to the extent that the Indemnitee is, by reason of his Corporate Status, a witness (which includes depositions, interrogatories, document production, and similar demands or requests for information that may be relevant to a Proceeding) in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Advancement of Expenses .

(a) The Company shall advance all reasonable Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after the final disposition of such Proceeding; provided , however , that the person or persons or entity making the determination of the Indemnitee’s entitlement to indemnification under Section 5 (the “ Reviewing Party ”) hereof has not determined that the Indemnitee would not be permitted to be indemnified under applicable law. Such statement or statements shall reasonably evidence the Expenses incurred by or on behalf of the Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of the Indemnitee to repay any Expenses advanced if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified against such Expenses. The

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Company shall accept any such undertaking without reference to the financial ability of the Indemnitee to make repayment and without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled to indemnification under the provisions of this Agreement.

(b) The Company’s obligation to advance Expenses pursuant to Section 7(a) hereof shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who agrees to reimburse the Company) for all such amounts theretofore paid; provided , however , that if the Indemnitee has commenced or thereafter commences legal proceedings hereunder to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party to the contrary shall not be binding and the Indemnitee shall not be required to reimburse the Company for any Expenses advanced until a final judicial determination is made with respect thereto. Any required reimbursement of Expenses by the Indemnitee shall be made by the Indemnitee to the Company within ten (10) days following the determination that the Indemnitee would not be entitled to indemnification.

Section 8. Procedure for Determination of Entitlement to Indemnification .

(a) To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that the Indemnitee has requested indemnification.

(b) Upon written request by the Indemnitee for indemnification pursuant to Section 8(a) hereof, a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case:

(i) by the Board of Directors by a majority vote or consent of Disinterested Directors, even though less than a quorum; or

(ii) by majority vote or consent of a committee of Disinterested Directors duly designated by the Board of Directors, even though less than a quorum (in which designation of the committee, the directors, whether or not Disinterested Directors, may participate); or

(iii) by Independent Counsel, as selected pursuant to Section 8(c) hereof, if there are no Disinterested Directors, or if the Disinterested Directors so direct, in a written opinion to the Board of Directors, a copy of which opinion shall be delivered to the Indemnitee; or

(iv) by vote or consent of the holders of a majority of the Company’s common stock that are represented in person or by proxy and entitled to vote at a meeting called for such purpose.

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(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 8(c). If a Change of Control has not occurred, the Independent Counsel shall be selected by the Board of Directors (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and approved by the Board of Directors (which approval shall not be unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 8, and (ii) within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or the Indemnitee may petition the appropriate court of the State of Delaware or another court of competent jurisdiction (the “ Court ”) for the appointment of an Independent Counsel to be selected by the Court or by such other person as the Court shall designate. The fees and expenses incurred by the Independent Counsel in making any determination shall be borne solely by the Company regardless of the results of any determination and, if requested by the Independent Counsel, the Company shall give such Independent Counsel an appropriate written agreement with respect to the payment of the fees and expenses and such other matters as may be reasonably requested by the Independent Counsel. Furthermore, the Company shall pay all reasonable fees and expenses in connection with the procedures set forth in this Section 8(c) regardless of the manner in which such Independent Counsel was appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) hereof, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity.

Section 9. Presumptions and Effect of Certain Proceedings .

(a) In making a determination with respect to whether the Indemnitee is entitled to indemnification hereunder, the Reviewing Party making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) hereof, and anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(b) Subject to the terms of Section 14.4 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

(c) For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith, if the Indemnitee’s action is based on (i) the records or books of account of the Company, including financial statements, (ii) information supplied to the

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Indemnitee by the officers of the Company in the course of their duties, (iii) the advice of legal or financial counsel for the Company or the Board of Directors (or any committee thereof) or (iv) information or records given or reports made by an independent certified public accountant or by an appraiser or other expert selected by the Company or the Board of Directors (or any committee thereof). The provisions of this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 10. Remedies of the Indemnitee .

(a) In the event (i) a determination is made pursuant to Section 8 hereof that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 hereof, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) or Section 8(c) hereof and such determination shall not have been made and delivered in a written opinion within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant hereto within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that the Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to this Agreement, the Indemnitee shall be entitled to seek an adjudication in the Court of Chancery of the State of Delaware of his entitlement to such indemnification or advancement of Expenses. Alternatively, the Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one hundred eighty (180) days following the date on which the Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided , however , that the foregoing clause shall not apply in respect of a proceeding brought by the Indemnitee to enforce his rights hereunder.

(b) In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 10, the Company shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company shall be precluded from referring to or offering into evidence a determination made pursuant to Section 8 hereof that is adverse to the Indemnitee’s right to indemnification or advancement of Expenses, as the case may be. If the Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse the Company for any advances hereunder until a final determination is made with respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been exhausted or lapsed).

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(c) If a determination is made or deemed to have been made hereunder that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by the Indemnitee of a material fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial adjudication or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, the Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration; provided , however , if the court or arbitrator rules that the Indemnitee had no reasonable basis to bring the claim. the Indemnitee is not entitled to recover any Expenses incurred by the Indemnitee in the judicial adjudication or arbitration.

(f) Any judicial adjudication or arbitration determined under this Section 10 shall be final and binding on the parties.

Section 11. Non-Disclosure of Payments . Except as expressly required by the securities laws of the United States of America, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained. If any payment information must be disclosed, the Company shall afford the Indemnitee an opportunity to review all such disclosures and, if requested, to explain in such statement any mitigating circumstances regarding the events to be reported.

Section 12. Duration of Agreement . This Agreement shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of serving as a director of the Company, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 hereof relating thereto. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

Section 13. Maintenance of Insurance . The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors of the Company with

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coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

Section 14. Miscellaneous .

Section 14.1 Non-Exclusivity; Survival of Rights; Insurance; Subrogation .

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the certificate of incorporation, the bylaws, any agreement, a vote of stockholders or resolutions of directors, or otherwise. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.

(b) The Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor is secondary.

Section 14.2 In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, provided, however, the Company waives, and releases the Sponsor from, any claims for contribution, subrogation, or any other recovery of any kind.(d) The Company shall be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment from any Sponsor.

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 14.3 Exception to Right of Indemnification or Advancement of Expenses . Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder.

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Section 14.4 Settlement of Claims . The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent. The Company will not unreasonably withhold its consent to any proposed settlement. The Company shall furthermore not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 14.5 Counterparts . This Agreement may be executed in one or more counterparts (whether by original, photocopy or facsimile signature), each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart executed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 14.6 Headings . The headings of the sections or paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the construction thereof.

Section 14.7 Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 14.8 Notice by Indemnitee . The Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.

Section 14.9 Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and received for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by U.S. certified or registered mail with postage prepaid by overnight courier: (a) if to the Company: 2101 91st Street, North Bergen, New Jersey 07047, Attention: General Counsel; and (b) if to any other party hereto, including the Indemnitee, to the address of such party set forth on the signature page hereof; or to such other address as may have been furnished by any party to the other(s), in accordance with this Section 14.9.

Section 14.10 Governing Law; Venue, Etc .

(a) THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

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(b) ANY “ ACTION OR PROCEEDING ” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED SOLELY BEFORE THE COURT OF CHANCERY LOCATED IN THE STATE OF DELAWARE AND EACH PARTY TO THIS AGREEMENT: (1) GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW ANY DEFENSE OR OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS”; AND (2) GENERALLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS AGREEMENT. FOR PURPOSES OF THIS SECTION 15.1, THE TERM “ACTION OR PROCEEDING” IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS, ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING APPEALS AND PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON-GOVERNMENTAL, OR CIVIL OR CRIMINAL. THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO SERVICE OF PROCESS IN THE STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.

(c) The Company acknowledges that the Indemnitee may, as a result of the Company’s breach of its covenants and obligations under this Agreement, sustain immediate and long-term substantial and irreparable injury and damage, which cannot be reasonably or adequately compensated by damages at law. Consequently, the Company agrees that the Indemnitee shall be entitled, in the event of the Company’s breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief from a court of competent jurisdiction, including enforcement of each provision of this Agreement by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of the Indemnitee’s rights, requiring performance by the Company, or enjoining any breach by the Company, all without proof of any actual damages that have been or may be caused by the Indemnitee by such breach or threatened breach and without the posting of bond or other security in connection therewith. The Company waives the claim or defense therein that the Indemnitee has an adequate remedy at law, and the Company shall not allege or otherwise assert the legal position that any such remedy at law exists. The Company agrees and acknowledges that: (i) the terms of this Section 15.1(c) are fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter into the transactions contemplated hereby; (iii) the Indemnitee relied upon this waiver in entering into this Agreement; and will continue to rely on this waiver in its future dealings with the Company. The Company warrants and represents that it has reviewed this provision with its legal counsel, and that it has knowingly and voluntarily waived its rights referenced in this Section 15.1(c) following consultation with such legal counsel.

Section 14.11 Usage of Pronouns . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.