GNC 2008 Annual Report Download - page 227

than fifteen (15) days' prior written notice to the Executive or the Executive's personal representative or guardian, if the Executive suffers a Total Disability
(as defined in Section 4.2(c)).
(b) In the event the Executive's employment is terminated pursuant to this Section 4.2, then, subject to reduction by any benefits paid or payable to the
Executive, the Executive's beneficiaries or estate under any Centers-sponsored disability benefit plan program or policy for the period following such date of
termination (provided, however, that no such reduction shall be made for any benefits paid upon the Executive's death under Centers' life insurance policy),
the following provisions shall apply:
(i) Centers shall pay to the Executive, or to the Executive's guardian or personal representative, as the case may be, (A) any accrued but unpaid Base
Salary paid in accordance with Centers' normal payroll practices and procedures, (B) any accrued but unpaid Annual Bonus, if any, with respect to the fiscal
year prior to the year in which termination occurs, paid in accordance with Section 3.2 (the "Accrued Bonus"), (C) payment for any accrued but unpaid
Perquisites in accordance with Centers' normal payroll practices and policies, (D) payment for any accrued but unused vacation in accordance with Centers'
normal payroll practices and policies, and (E) reimbursement of expenses in accordance with Section 3.3 (collectively, "Accrued Obligations");
(ii) Centers shall pay to the Executive, or to the Executive's guardian or personal representative, as the case may be, a lump sum payment equal to
the sum of (x) the Executive's current Base Salary and (y) the annualized value of the Perquisites as determined in good faith by the Accounting Firm (as
defined in Section 4.3(f)(ii)) using customary valuation methods, payable within thirty (30) days of such termination;
(iii) Centers shall pay to the Executive, or to the Executive's guardian or personal representative, as the case may be, a prorated share of the Annual
Bonus pursuant to Section 3.2 (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full
year during which the termination occurred, provided that bonus targets (other than individual targets) are met for the year of such termination (any such
bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than March 15 of the following year, and in
accordance with Centers' normal payroll practices and procedures); and
(iv) if (x) the Executive, guardian or personal representative, as the case may be, timely elects continuation coverage (with respect to the Executive's
coverage or any eligible dependent coverage, as applicable) under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA Continuation
Coverage") with respect to Centers' group health insurance plan and (y) the Executive, guardian or personal representative, as the case may be, continue
timely co-payment of premiums at the same level and cost as if the Executive were an employee of Centers (excluding, for purposes of calculating cost, an
employee's ability to pay premiums with pre-tax dollars), Centers shall be responsible for payment of the monthly cost of COBRA Continuation Coverage to
the same extent it paid for such coverage for the Executive's
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