GNC 2008 Annual Report Download - page 224

permitted, to the extent such activities do not substantially interfere with the performance of his duties and responsibilities under this Agreement or create an
adverse business conflict with any Company Party (as defined in Section 5.4(b)), to (a) manage his personal, financial, and legal affairs, (b) serve on civic or
charitable boards or committees (it being understood that his continuing to serve on the boards and committees set forth on Exhibit A, will, as of the Effective
Date, be deemed not to interfere with the performance of his duties and responsibilities under this Agreement), and (c) deliver lectures or fulfill speaking
engagements. Except where GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall maintain his
principal residence within 75 miles of the principal office of Centers as of the Effective Date. The Executive shall at all times be subject to, comply with,
observe and carry out faithfully to the best of his ability and in all material respects (x) Centers lawful rules, regulations, policies and codes of ethics and/or
conduct applicable to its employees generally and in effect from time to time and (y) such lawful rules, regulations, policies, codes of ethics and/or conduct,
directions and restrictions as either the Centers Board or the Holdings Board may from time to time reasonably establish or approve for their executive
officers.
1.3 Board Membership. During the Employment Period, the Executive will serve as a member of (a) the Centers Board and as a member of the
executive committee of the Centers Board and (b) the Holdings Board and as a member of the executive committee of the Holdings Board.
2. Term of Employment.
2.1 Employment Period. The employment of the Executive hereunder will commence on the Effective Date and continue until the fifth (5th) anniversary
thereof (the "Initial Employment Period"), unless terminated earlier in accordance with the provisions of Section 4 of this Agreement.
2.2 Extension. Unless terminated earlier in accordance with the provisions of Section 4 of this Agreement, the employment of the Executive will
automatically continue after the end of the Initial Employment Period for additional and successive one (1)-year periods (each an "Extension Period" and,
together with the Initial Employment Period, the "Employment Period"), unless GNC or the Executive notifies the other in writing not less than one (1) year
prior to the end of the Initial Employment Period, or the end of the applicable Extension Period, of its or the Executive's election, in its or the Executive's sole
discretion, not to extend the Employment Period.
3. Compensation and General Benefits.
3.1 Base Salary. During the Employment Period, Centers agrees to pay to the Executive an annual base salary in an amount not less than $800,000, to
be reviewed annually by the Holdings Board or the compensation committee of the Holdings Board (the "Compensation Committee"), for upward adjustments
only (as the Holdings Board (or the Compensation Committee), acting in its sole discretion, determines to be reasonable and appropriate); provided, however,
that such amount will be increased pursuant to such review effective as of January 1 of each year during the Employment Period, beginning with January 1,
2008, by a percentage no less than the percentage increase in the Consumer Price Index for All Urban Consumers, as
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