GNC 2008 Annual Report Download - page 221

c/o Ontario Teachers' Pension Plan Board
5650 Yonge Street
Toronto, Ontario
M2M 4H5
Facsimile: 416-730-5082
Attention: Lee Sienna
With a copy by Facsimile to: 416-730-3771
Attention: Legal Department
If to the Participant, to the address on file with the Company.
12. No Obligation to Continue Employment. This Agreement is not an agreement of employment. This Agreement does not guarantee that the Employer
will employ the Participant for any specific time period, nor does it modify in any respect the Employer's right to terminate or modify the Participant's
employment or compensation.
13. Agreement. As a condition to the receipt of shares of Common Stock when the Option is exercised, the Participant shall execute and deliver a
Stockholders Agreement or such other documentation which shall set forth certain restrictions on transferability of the shares of Common Stock acquired and
such other terms or restrictions as the Committee shall from time to time establish. Such Stockholders Agreement or other documentation shall apply to the
Common Stock acquired under the Plan and covered by such Stockholders Agreement or other documentation. The Company may require, as a condition of
exercise, the Participant to become a party to any other existing stockholder agreement or other agreement.
14. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING
TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.
15. 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 its principles of conflict of laws.
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