GNC 2008 Annual Report Download - page 217

3. Exercise.
(a) The Option shall vest and become exercisable as provided below, which shall be cumulative. To the extent that the Option has become exercisable
with respect to a number of shares of Common Stock as provided below, the Option may thereafter be exercised by the Participant, in whole or in part, at any
time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.3(d) of the Plan, including, without
limitation, the filing of such written form of exercise notice, if any, as may be required by the Committee and payment in full of the Option Price multiplied
by the number of shares of Common Stock underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no
longer exercisable. The following table indicates each date upon which the Participant shall be vested and entitled to exercise the Option with respect to the
percentage indicated beside that date provided that the Participant has not suffered a Termination prior to the applicable vesting date:
Vesting Date Percent Vested
[First Anniversary of Grant Date] 20%
[Second Anniversary of Grant Date] 40%
[Third Anniversary of Grant Date] 60%
[Fourth Anniversary of Grant Date] 80%
[Fifth Anniversary of Grant Date] 100%
There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting
date.
(b) Notwithstanding the foregoing, the Participant may not exercise the Option unless the shares of Common Stock issuable upon such exercise are then
registered under the Securities Act, or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws
and regulations governing the Option, and the Participant may not exercise the Option if the Company determines that such exercise would not be in material
compliance with such laws and regulations. In addition, the Participant may not exercise the Option if the terms of the Plan do not permit the exercise of
Options at such time.
(c) The provisions in the Plan regarding Detrimental Activity shall apply to the Option. In the event that the Participant engages in Detrimental Activity
prior to the exercise of the Option, the Option shall terminate and expire as of the date the Participant engaged in such Detrimental Activity. As a condition of
the exercise of the Option, the Participant shall be required to certify (or be deemed to have certified) at the time of exercise in a manner acceptable to the
Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to
engage in, any Detrimental Activity. In the event the Participant engages in Detrimental Activity during the one year period commencing on the date the
Option is exercised, the Company shall
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