GNC 2008 Annual Report Download - page 230

years, starting no earlier than the Effective Date (determined by annualizing the bonus paid or payable with respect to any partial fiscal year). All payments
pursuant to this Section 4.3(d)(iii) shall be made no later than fifteen (15) days of the date of termination;
(iv) if (x) the Executive timely elects COBRA Continuation Coverage with respect to Centers' group health insurance plan and (y) the Executive
continues 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 coverage or any eligible dependent coverage, as applicable, immediately prior to the
date of the termination pursuant to this Section 4.3, such payment to continue for the period permitted by COBRA; provided, however, that if the Executive
obtains other employment that offers substantially similar or improved group health benefits, COBRA Continuation Coverage shall cease;
(v) with respect to outstanding stock options and restricted stock held by the Executive as of the date of termination pursuant to this Section 4.3, any
such options that would become vested and exercisable, and any restricted stock awards the restrictions with respect to which would lapse, in each case
assuming the Executive had continued to be employed with Centers, during the twenty-four (24) month period following the date of termination shall
immediately vest and become exercisable, as applicable; provided, however, that if such termination occurs either (x) in anticipation of a Change in Control or
(y) within the six (6) months prior to or at any time following, an IPO, any options that would become vested and exercisable, and any restricted stock awards
restrictions with respect to which would lapse, in each case, during the thirty-six (36) month period following the date of termination shall immediately vest
and become exercisable.
(e) As a condition precedent to the Executive's right to receive the benefits set forth in Section 4.3(d) hereof, the Executive agrees to execute a release in
substantially the form attached hereto as Exhibit C.
(f) (i) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, vesting, distribution or transfer by Centers
or any Affiliate or successor of Centers or by any other Person (as defined in Section 5.4(f)) or that any other event occurring with respect to the Executive
and Centers for the Executive's benefit, whether paid or payable or distributed or distributable under the terms of this Agreement or otherwise (including
under any employee benefit plan) (a "Payment") would be subject to or result in the imposition of the excise tax imposed by Section 4999 of the Code (and
any regulations or guidance promulgated or issued thereunder, any successor provision, and any similar provision of state or local income tax law)
(collectively, the "Excise Tax"), then the amount of the Payment shall be reduced so that the present value of all Payments (calculated in accordance with
Section 280G of the Code and the regulations thereunder), in the aggregate, equals three (3) times the Executive's "base amount" (within the meaning of
Section 280G(b)(3) of the Code), minus one dollar ($1.00) (the "Payment Reduction"). The Executive shall have the right to designate those payments or
benefits that shall be reduced or eliminated under the Payment Reduction to avoid the imposition of the Excise Tax, subject to the confirmation of the
Accounting Firm (as defined herein) with respect to the intended effect thereof. Notwithstanding
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