GNC 2008 Annual Report Download - page 220

entitled to receive a special bonus payment for any extraordinary cash dividends paid to Ares Corporate Opportunities Fund II, L.P. and Ontario Teachers'
Pension Plan Board or their Affiliates while the Option is outstanding (other than special dividends paid to the holders of the Class B Common Stock of
Holdings in accordance with the Company's Amended and Restated Certificate of Incorporation, as amended, restated or replaced from time to time), in the
manner and subject to such terms and conditions imposed on the receipt of such bonus payment as determined by the Committee in its sole discretion and in a
manner consistent with Section 409A of the Code, as applicable.
10. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the
amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in
effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms,
conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof (other than any exercise notice or other documents expressly contemplated herein
or in the Plan) and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.
11. Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered in person;
(ii) two (2) days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized
overnight delivery service, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):
If to the Company, to:
GNC Acquisition Holdings Inc.
300 Sixth Avenue
Pittsburgh, Pennsylvania 15222
Attention: General Counsel
with copies (which shall not constitute notice) to:
c/o Ares Corporate Opportunities Fund II, L.P.
1999 Avenue of the Stars
Los Angeles, California 90067
Facsimile: 310-210-4170
Attention: David Kaplan
and
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