GNC 2008 Annual Report Download - page 256

substantially similar or improved group health benefits, COBRA Continuation Coverage shall cease.
(c) Subject to the last sentence of this Section 4.2(c), for purposes of this Agreement, "Total Disability" means (i) the Executive is subject to a legal
decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician
selected by GNC that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable to substantially
perform, with or without reasonable accommodation, the material duties of the Executive required by this Agreement, and that such disability has lasted for
ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12) month period or is, as of the date of
determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable
information, or (iii) the Executive's qualifying for benefits under Centers long-term disability coverage, if any. In conjunction with determining Total
Disability for purposes of this Agreement, the Executive hereby consents to (x) any reasonable examinations that the Holdings Board or the Compensation
Committee determines are relevant and reasonably necessary to a determination of Total Disability or are required by GNC's physician, (y) furnish such
medical information as may be reasonably requested and (z) waive (only as to GNC and for the limited purpose of determining Total Disability in accordance
with this Agreement, subject to an appropriate confidentiality understanding by GNC) any applicable physician patient privilege that may arise because of
such examination. Notwithstanding anything to the contrary in this Section 4.2(c), "Total Disability" shall have the definition of "Disabled" contained in
Section 409A of the Code, in any instance in which amounts are paid under this Agreement as a result of the Executive's Total Disability and such amounts
are treated as deferred compensation under Section 409A of the Code.
(d) With respect to outstanding stock options and restricted stock held by the Executive as of the date of termination pursuant to this Section 4.2, 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 calendar year in which termination occurs and the year following the end of
such calendar year shall immediately vest and become exercisable, as applicable, as of the date of the termination.
4.3 Termination Without Cause or Resignation For Good Reason; Non-Renewal.
(a) GNC may terminate the Executive's employment without Cause (as defined in Section 4.3(g)), and thereby terminate the Executive's employment
(and the Employment Period) under this Agreement at any time with no requirement for notice to the Executive.
(b) The Executive may resign, and thereby terminate the Executive's employment (and the Employment Period), at any time for "Good Reason,"
upon not less than
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