GNC 2008 Annual Report Download - page 240

(e) The Executive acknowledges that (i) the restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of an otherwise
enforceable agreement, such being the agreements concerning Confidential Information and other consideration as stated in this Agreement, (ii) at the time
that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained, as described herein, are reasonable and do
not impose a greater restraint than necessary to protect the good will and other legitimate business interests of GNC or its Affiliates, including without
limitation, Confidential Information (including trade secrets), client, customer or vendor relationships, client or customer goodwill and business productivity,
(iii) in the event of termination of the Executive's employment, the Executive's experiences and capabilities are such that the Executive can obtain gainful
employment without violating this Agreement and without the Executive incurring undue hardship, (iv) based on the relevant benefits and other new
consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of
this Section 5.3, as applicable according to their terms, shall remain in full force and effect even in the event of the Executive's involuntary termination from
employment, with or without Cause, and (v) the Executive has carefully read this Agreement and has given careful consideration to the restraints imposed
upon the Executive by this Agreement and consents to the terms of the restrictive covenants in this Section 5.3, with the knowledge that this Agreement may
be terminated at any time in accordance with the provisions hereof.
5.4 Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) An "Affiliate" of any specified Person means any other Person, whether now or hereafter existing, directly or indirectly controlling or controlled by,
or under direct or indirect common control with, such specified Person. For purposes hereof, "control" or any other form thereof, when used with respect to
any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing.
(b) "Company Parties" means GNC and its direct and indirect subsidiaries and Affiliates and their successors in interest. Notwithstanding the foregoing,
"Company Parties" shall not include the Sponsor and or any entity in which the Sponsor has an equity interest other than GNC and its direct and indirect
subsidiaries.
(c) "Competing Business" means any business that competes with any of the Company Parties, including, without limitation, any enterprise that
engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the nutritional supplements industry.
(d) Confidential Information.
(i) "Confidential Information" means any and all material, information, ideas, inventions, formulae, patterns, compilations, programs, devices,
methods, techniques, processes, know how, plans (marketing, business, strategic, technical or otherwise), arrangements, pricing and other data of or relating to
GNC or any of its Affiliates (as well as
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