GNC 2008 Annual Report Download - page 218

be entitled to recover from the Participant at any time within one year after such exercise, and the Participant shall pay over to the Company, an amount equal
to any gain realized as a result of the exercise of the Option (whether at the time of exercise or thereafter).
4. Option Term. The term of the Option shall be until [•], 20___, after which time it shall terminate, subject to earlier termination in the event of the
Participant's Termination as specified in Section 5 below.
5. Termination.
(a) Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant's Termination, shall remain
exercisable as provided in Section 9.2(a) of the Plan.
(b) Any portion of the Option that is not vested as of the date of the Participant's Termination for any reason shall terminate and expire as of the date of
such Termination.
6. Restriction on Transfer of Option. No part of the Option shall be Transferable other than by will or by the laws of descent and distribution and during
the lifetime of the Participant, may be exercised only by the Participant or the Participant's guardian or legal representative. In addition, the Option shall not
be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or herein), and the Option shall not be subject to execution,
attachment or similar process. Upon any attempt to Transfer the Option or in the event of any levy upon the Option by reason of any execution, attachment or
similar process contrary to the provisions hereof, the Option shall immediately become null and void.
7. Company Call Rights; Restrictions on Transfer. The Option, and any shares of Common Stock that the Participant acquires upon exercise of the
Option, shall be subject to the Company call rights and restrictions on transfer (including the Company's right of first refusal) set forth in Article XIII of the
Plan. To ensure that the shares of Common Stock issuable upon exercise of the Option are not transferred in contravention of the terms of the Plan and this
Agreement, and to ensure compliance with other provisions of the Plan and this Agreement, the Company may deposit the certificates evidencing the shares
of Common Stock to be issued upon the exercise of the Option with an escrow agent designated by the Company.
8. Securities Representations. Upon the exercise of the Option prior to the registration of the Common Stock subject to the Option pursuant to the
Securities Act or other applicable securities laws, the Participant shall be deemed to acknowledge and make the representations and warranties as described
below and as otherwise may be requested by the Company for compliance with applicable laws, and any issuances of Common Stock by the Company shall
be made in reliance upon the express representations and warranties of the Participant.
(a) The Participant is acquiring and will hold the shares of Common Stock for investment for his account only and not with a view to, or for resale in
connection with, any
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