GNC 2008 Annual Report Download - page 254

(b) On June 1, 2008 Executive shall be permitted to purchase $1,490,662 worth of Holdings Common Stock, at $6.93 per share, and $509,338 worth
of Holdings Preferred Stock at $5.41 per share, pursuant to the terms and conditions of a Stock Purchase Agreement to be completed at the time of purchase.
Such purchases must be made, if at all, on or before September 30, 2008.
(c) On the Effective Date, Executive shall be granted non-qualified options under the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan (the
"Plan") to purchase a total of 1,750,000 shares of Class A Common Stock, par value $0.001 per share, of GNC (the "Common Stock"), 50% of which shall
have a per share exercise price of $6.93 and 50% of which shall have a per share exercise price of $10.39. The options will be time based and will vest
annually over a four (4) year period on each anniversary of the grant date subject to the Executive's continuous employment with Centers through each such
vesting as follows: (i) 20% of the options shall vest following year one; (ii) 20% of the options shall vest following year two; (iii) 30% of the options shall
vest following year three; and (iv) the remaining 30% of the options shall vest following year four. In the event Executive is terminated pursuant to
Section 4.3, below, the vesting schedule set forth herein shall be accelerated by one (1) year. All options shall have an outside exercise date of ten (10) years
from the date of grant, subject to earlier termination in certain circumstances, as defined in the Plan. Except as otherwise provided herein, the options shall be
subject to the terms and conditions of the Plan. The Compensation Committee of the Holdings Board, may, in its sole discretion award additional options to
Executive as it, and it alone, deems appropriate.
(d) During the Employment Period and in the sole discretion of, and subject to the approval of, the Holdings Board (or any compensation committee
or other appropriate committee under the Equity Incentive Plan), the Executive shall be eligible to participate in and be granted awards under the Equity
Incentive Plan.
(e) In the event of a Change in Control (as defined in Section 4.3(i)), all of the Executive's stock options shall vest in full and become immediately
exercisable and all restrictions with respect to restricted stock issued to the Executive, if any, shall lapse.
4. Termination.
4.1 General. The employment of the Executive hereunder (and the Employment Period) shall terminate as provided in Section 2 hereof, unless earlier
terminated in accordance with the provisions of this Section 4.
4.2 Death or Disability of the Executive.
(a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive or, (ii) at the option
of GNC, upon not less than fifteen (15) days' prior written notice to the Executive or the Executive's personal representative or guardian, if the Executive
suffers a Total Disability (as defined in Section 4.2(c)).
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