GNC 2008 Annual Report Download - page 229

(b) The Executive may resign, and thereby terminate the Executive's employment (and the Employment Period), at any time for "Good Reason," upon
not less than sixty (60) days' prior written notice to GNC specifying in reasonable detail the reason therefor; provided, however, that GNC shall have a
reasonable opportunity to cure any such Good Reason (to the extent possible) within thirty (30) days after GNC's receipt of such notice; and provided, further,
that, if GNC is not seeking to cure, GNC shall not be obligated to allow the Executive to continue working during such period and may, in its sole discretion,
accelerate such termination of employment (and the Employment Period) to any date during such period. A determination of whether the Executive has Good
Reason under Sections 4.3(h)(i) or (ii) for termination of the Executive's employment under this Agreement, and of whether GNC has effectively cured and
thus eliminated the grounds for such Good Reason, shall be made only by a two-thirds vote of the Holdings Board (excluding the Executive for such
purposes), within its sole judgment and discretion, acting in good faith after having met with Centers' Vice President of Human Resources. A determination
by the Holdings Board made in accordance with this Section 4.3(b) that Good Reason does not exist or has been cured will not prevent the Executive from
challenging such determination.
(c) Following the Initial Employment Period, GNC may decline to renew this Agreement for an additional Extension Period, in accordance with
Section 2.2 hereof, for reasons other than those that would otherwise constitute Cause.
(d) In the event the Executive's employment is terminated pursuant to this Section 4.3, then, subject to Sections 4.3(e) and 4.6 hereof, the following
provisions shall apply:
(i) Centers shall pay the Executive the Accrued Obligations;
(ii) Centers shall pay the Executive a lump sum of two (2) times the Base Salary and the annualized value of the Perquisites, as determined in good
faith by the Accounting Firm using customary valuation methods; provided, however, that if such termination occurs either (x) "in anticipation of" (as defined
in Section 4.3(j)) or during the two (2) year period following, a Change in Control or (y) within the six (6) months prior to or at any time following, the
consummation of the first public offering of the Holdings Common Stock or other equity securities of Holdings or any of its subsidiaries pursuant to a
registration statement (other than on Form S-8 or similar or successor forms) filed with, and declared effective by, the Securities and Exchange Commission
(an "IPO"), then such payment will be a lump sum of three (3) times the Base Salary and the annualized value of the Perquisites, as determined in good faith
by the Accounting Firm using customary valuation methods. All payments pursuant to Sections 4.3(d)(i) and (ii) shall be made no later than fifteen (15) days
of the date of termination;
(iii) Centers shall pay to the Executive a lump sum of two (2) times an amount equal to the average Annual Bonus paid or payable under Section 3.2
with respect to the most recent three (3) fiscal years, starting no earlier than the Effective Date (determined by annualizing the bonus paid or payable with
respect to any partial fiscal year); provided, however, that that if such termination occurs either (x) in anticipation of or during the two (2) year period
following, a Change in Control or (y) within the six (6) months prior to or at any time following, an IPO, then such payment will be a lump sum of three (3)
times the amount equal to the average Annual Bonus paid or payable under Section 3.2 with respect to the most recent three (3) fiscal
- 7 -