GNC 2008 Annual Report Download - page 258

years, starting no earlier than the Effective Date (determined by annualizing the bonus paid or payable with respect to any partial fiscal year). All payments
pursuant to this Section 4.3(d)(iii) shall be made no later than fifteen (15) days of the date of termination. In the event Executive has not been employed for
three (3) years at the time of termination, Executive shall be entitled to the average of the Annual Bonuses paid to her.
(iv) If the Executive elects continuation coverage (with respect to the Executive's coverage and/or any eligible dependent coverage) under the
Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA Continuation Coverage") with respect to the Company's group health insurance plan,
the Executive shall be responsible for payment of the monthly cost of COBRA Continuation Coverage. Unless prohibited by law, the Company shall
reimburse the Executive for any portion of the monthly cost of COBRA Continuation Coverage that exceeds the amount of the monthly health insurance
premium (with respect to the Executive's coverage and/or any eligible dependent coverage) payable by the Executive immediately prior to the date of
Executive's termination, such reimbursements to continue through the expiration of the Employment Period in effect immediately prior to the date of
termination, or, if Executive is terminated pursuant to 4.3, whether by termination without cause, resignation with good reason, or non-renewal, for the
eighteen month period following the date of termination. The Company shall pay the reimbursements on a monthly basis in accordance with the Company's
normal payroll practices and procedures.
(e) As a condition precedent to the Executive's right to receive the benefits set forth in Section 4.3(d) hereof, the Executive agrees to execute a
release in substantially the form attached hereto as Exhibit C.
(f) (i) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, vesting, distribution or transfer by
Centers or any Affiliate or successor of Centers or by any other Person (as defined in Section 5.4(f)) or that any other event occurring with respect to the
Executive and Centers for the Executive's benefit, whether paid or payable or distributed or distributable under the terms of this Agreement or otherwise
(including under any employee benefit plan) (a "Payment") would be subject to or result in the imposition of the excise tax imposed by Section 4999 of the
Code (and any regulations or guidance promulgated or issued thereunder, any successor provision, and any similar provision of state or local income tax law)
(collectively, the "Excise Tax"), then the amount of the Payment shall be reduced so that the present value of all Payments (calculated in accordance with
Section 280G of the Code and the regulations thereunder), in the aggregate, equals three (3) times the Executive's "base amount" (within the meaning of
Section 280G(b)(3) of the Code), minus one dollar ($1.00) (the "Payment Reduction"). The Executive shall have the right to designate those payments or
benefits that shall be reduced or eliminated under the Payment Reduction to avoid the imposition of the Excise Tax, subject to the confirmation of the
Accounting Firm (as defined herein) with respect to the intended effect thereof. Notwithstanding the foregoing, the Payment Reduction shall not apply if the
Accounting Firm determines that, on an after-tax basis, the Executive would retain a greater amount of compensation following payment of the Excise Tax on
the unreduced amount of any
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