GNC 2008 Annual Report Download - page 232

the written consent of Centers, which shall not be unreasonably withheld, conditioned or delayed.
(v) This Section 4.3(f) shall remain in full force and effect following the termination of the Executive's employment for any reason until the
expiration of the statute of limitations on the assessment of taxes applicable to the Executive for all periods in which the Executive may incur a liability for
taxes (including Excise Taxes), interest or penalties arising out of the operation of this Agreement.
(g) For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following events, as determined in good faith by a two-
thirds vote of the Holdings Board (excluding the Executive for such purposes), after the Executive (and his counsel) has been given a reasonable opportunity
to be heard at a Holdings Board meeting specifically called for the purpose of making the Cause determination:
(i) the Executive's conviction of, or plea of nolo contendere to, a crime which constitutes a felony;
(ii) the Executive's willful disloyalty or deliberate dishonesty with respect to GNC or any of its Affiliates which is injurious to the financial
condition, business or reputation of either of GNC or any of its Affiliates;
(iii) the commission by the Executive of an act of fraud or embezzlement against GNC or any of its Affiliates;
(iv) a material breach by the Executive of any provision of this Agreement or any other written contract or agreement between the Executive and
Holdings or Centers or any of their Affiliates, which, if curable, is not cured within 30 days after delivery to the Executive by Holdings or Centers, as
applicable, of written notice of such breach; provided, that, if such breach, if curable, is not capable of being cured within such 30-day period, the Executive
will have a reasonable additional period as will be agreed to by Holdings or Centers, as applicable, in their sole discretion, to cure such breach; or
(v) the willful and continued failure by the Executive to materially perform the duties of the positions of President and Chief Executive Officer of
Centers or President and Chief Executive Officer of Holdings or his continued failure to substantially perform duties requested or prescribed by the Centers
Board or the Holdings Board (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or death), which, if
curable, is not cured within 30 days after delivery to the Executive by Holdings or Centers, as applicable, of written notice of such failure; provided, that, if
such failure, if curable, is not capable of being cured within such 30-day period, the Executive will have a reasonable additional period as will be agreed to by
Holdings or Centers, as applicable, in their sole discretion, to cure such failure.
Cause will not solely exist because of the Executive's, Centers' or Holdings' unsatisfactory performance. No act, or failure to act, by the Executive shall
be considered "willful" unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of GNC or any of its
Affiliates. A determination of Cause in accordance
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