GNC 2008 Annual Report Download - page 226

(b) On the Effective Date, the Executive shall receive an award of options to purchase the number of shares of Holdings Common Stock equal to 2.63%
of the Holdings Common Stock then outstanding, on a fully-diluted basis (taking into account all options granted or reserved for issuance as part of the
management option pool), with 50% of such options having an exercise price equal to the price per share of Holdings Common Stock paid by Ares Corporate
Opportunities Fund II, L.P. ("Ares") and Ontario Teachers' Pension Plan Board ("OTPP," and together with Ares and any other co-investor, the "Sponsor") or
their Affiliates in connection with the equity funding of Holdings (the "Sponsor Buy-In Price") and 50% of such options having an exercise price equal to the
amount obtained by multiplying the Sponsor Buy-In Price by 1.5. The options will be awarded under the terms of the GNC Acquisition Holdings Inc. 2007
Stock Incentive Plan (the "Equity Incentive Plan") and subject to the provisions of Holdings' standard option agreements which will contain customary
provisions, including, consistent with the past practice at Centers, a provision entitling the holder to receive a special bonus payment for any extraordinary
dividends paid to Sponsor (other than special dividends paid to the holders of the Class B Common Stock of Holdings in accordance with Holdings'
Certificate of Incorporation, as amended from time to time) and customary provisions relating to post-termination exercise periods (which, in any event,
would not be less than one (1) year in the event of Executive's death or Total Disability (as defined in Section 4.2(c)) or sixty (60) days in the event of a
termination without Cause (as defined in Section 4.3(g)) or with or without Good Reason (as defined in Section 4.3(h))). The options will be time based and
will vest annually over a four (4) year period on each anniversary of the grant date subject to the Executive's continuous employment with Centers through
each such vesting date and will have an outside exercise date of ten (10) years from the date of grant, subject to earlier termination in certain circumstances.
The options having an exercise price equal to the Sponsor Buy-In Price will be incentive stock options to the maximum extent permitted under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). All other options will be nonqualified options.
(c) During the Employment Period and in the sole discretion of, and subject to the approval of, the Holdings Board (or any compensation committee or
other appropriate committee under the Equity Incentive Plan), the Executive shall be eligible to participate in and be granted awards under the Equity
Incentive Plan.
(d) In the event of a Change in Control (as defined in Section 4.3(i)), all of the Executive's stock options shall vest in full and become immediately
exercisable and all restrictions with respect to restricted stock issued to the Executive, if any, shall lapse.
4. Termination.
4.1 General. The employment of the Executive hereunder (and the Employment Period) shall terminate as provided in Section 2 hereof, unless earlier
terminated in accordance with the provisions of this Section 4.
4.2 Death or Disability of the Executive.
(a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive or, (ii) at the option of
GNC, upon not less
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