GNC 2008 Annual Report Download - page 261

that Cause exists or that the Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the determination.
(h) the Executive may terminate her employment for "Good Reason" after she has actual knowledge of the occurrence, without her prior written
consent (which consent shall be limited to the specific event in question and shall not constitute the waiver by the Executive of her right to withhold her
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 of Centers or as the President 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 of Centers or from the position of President 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;
(v) GNC's failure to appoint Executive Chief Executive Officer of Holdings and Centers in the event Joseph M. Fortunato ceases to serve as Chief
Executive Officer of Holdings and Centers;
(vi) the Company moves its headquarters to a location more than 100 miles from the location as of the Effective Date.
In the event that the Executive has actual knowledge of an event or occurrence giving the Executive a right to terminate her 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
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