GNC 2008 Annual Report Download - page 216

Exhibit 10.13
FORM OF INCENTIVE STOCK OPTION AGREEMENT
Award Number:____
GNC ACQUISITION HOLDINGS INC.
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
GNC ACQUISITION HOLDINGS INC.
2007 STOCK INCENTIVE PLAN
AGREEMENT ("Agreement"), dated as of [•], 20___(the "Grant Date") by and between GNC Acquisition Holdings Inc., a Delaware corporation (the
"Company") and [•] (the "Participant").
Preliminary Statement
The Committee has authorized this grant of an incentive stock option (the "Option") on the Grant Date to purchase the number of shares of the Company's
Class A Common Stock, par value $0.001 per share (the "Common Stock") set forth below to the Participant, as an Eligible Employee of the Company, its
Subsidiaries or Parent (collectively, the Company and all Subsidiaries and Parents of the Company shall be referred to as the "Employer"). Except as
otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the GNC Acquisition Holdings Inc. 2007
Stock Incentive Plan (the "Plan"). A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant
acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.
Accordingly, the parties hereto agree as follows:
1. Tax Matters. The Option granted hereby is intended to qualify as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). Notwithstanding the foregoing, the Option will not qualify as an "incentive stock option," among other events, (i) if the Participant
disposes of the Common Stock acquired pursuant to the Option at any time during the two (2) year period following the date of this Agreement or the one
year period following the date on which the Option is exercised; (ii) except in the event of the Participant's death or disability (as defined in Section 22(e)(3)
of the Code), if the Participant is not employed by the Employer at all times during the period beginning on the date of this Agreement and ending on the day
three (3) months before the date of exercise of the Option; or (iii) to the extent the aggregate fair market value (determined as of the time the Option is
granted) of the Common Stock subject to "incentive stock options" which become exercisable for the first time in any calendar year exceeds $100,000. To the
extent that the Option does not qualify as an "incentive stock option," it shall not affect the validity of the Option and shall constitute a separate non-qualified
stock option.
2. Grant of Option. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Participant is hereby granted an Option
to purchase from the Company [•] shares of Common Stock, at a price per share of $[•] (the "Option Price").