GNC 2008 Annual Report Download - page 233

with this section shall not prevent the Executive from challenging the Holdings Board's determination that Cause exists or that the Executive has failed to cure
any act (or failure to act) that purportedly formed the basis for the Holdings Board's determination.
(h) the Executive may terminate his employment for "Good Reason" after he has actual knowledge of the occurrence, without his prior written consent
(which consent shall be limited to the specific event in question and shall not constitute the waiver by the Executive of his right to withhold his consent with
respect to any similar event or occurrence unless specifically stated in the consent), of any of the following:
(i) GNC's failure to comply with any material provisions of this Agreement which is not cured within 30 days after the Executive has given written
notice of such noncompliance to GNC;
(ii) a material adverse change by GNC in the Executive's responsibilities, duties or authority (including, but not limited to any change in reporting
obligation) as the President and Chief Executive Officer of Centers or as the President and Chief Executive Officer of Holdings, which, in the aggregate,
causes the Executive's positions with GNC to have less responsibility or authority than the Executive's position immediately prior to such change (other than
temporarily during any period where the Executive is incapacitated due to physical or mental illness);
(iii) removal of the Executive from the position of President and Chief Executive Officer of Centers or from the position of President and Chief
Executive Officer of Holdings, or failure to elect (or appoint) the Executive to, or removal of the Executive from, the Centers Board or the Holdings Board;
(iv) a reduction in the Executive's Base Salary; or
(v) the Executive's principal place of business for performing services to Centers moves to a new location that is more than 75 miles from the
Executive's principal place of business existing on the Effective Date.
In the event that the Executive has actual knowledge of an event or occurrence giving the Executive a right to terminate his employment for Good
Reason for a period of more than ninety (90) days, such event or occurrence shall cease to constitute Good Reason; provided, however, that the foregoing will
not constitute a waiver of the Executive's right to terminate this Agreement for Good Reason for any subsequent similar event or occurrence.
(i) For purposes of this Agreement, a "Change in Control" means, and shall be deemed to have occurred upon the occurrence of, any one of the
following events:
(i) the acquisition (including any acquisition through purchase, reorganization, merger, consolidation or similar transaction) in one or more
transactions by any individual, entity (including any employee benefit plan or any trust for an employee benefit plan) or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (for purposes of this Section 4.3(i) only, a "Person"),
other than any acquisition by any Permitted Holder or any of its Related Parties or a Permitted
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