GNC 2008 Annual Report Download - page 263

(2) "Permitted Holder" means Ares, Ares Management, Inc., Ares Management LLC and OTPP.
(3) "Related Party" means:
(x) any controlling equityholder, managing general partner or majority-owned subsidiary, of any Permitted Holder;
(y) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or
Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holders and/or such other Persons referred to
in the immediately preceding clause (x); or
(z) any investment fund or similar entity managed by any one or more Permitted Holders and/or such other Persons referred to in the immediately
preceding clause (x) or (y).
(j) For purposes of this Agreement, the termination of the Executive's employment shall be deemed to have been "in anticipation of" a Change in
Control if such termination occurs at any time from and after the period beginning six (6) months prior to a Change in Control and such termination occurs
(i) after a definitive agreement is entered into by Centers or Holdings providing for a Change in Control or (ii) at the request of an unrelated third party who
has taken steps reasonably calculated to effect a Change in Control.
(k) Notwithstanding anything in Section 4.3(i) to the contrary, "Change in Control" shall have the definition of "Change in Control" contained in
Section 409A of the Code in any instance in which amounts are paid under this Agreement as a result of a Change in Control and such amounts are treated as
deferred compensation under Section 409A.
4.4 Termination For Cause, Voluntary Resignation Other Than For Good Reason.
(a) (i) GNC may terminate the employment of the Executive (and the Employment Period) at any time for "Cause," or (ii) the Executive may
voluntarily resign other than for Good Reason and thereby terminate the Executive's employment (and the Employment Period) under this Agreement at any
time upon not less than thirty (30) days' prior written notice.
(b) In the event the Executive's employment is terminated pursuant to this Section 4.4, then the Executive shall be entitled to receive all of the
Accrued Obligations (other than, in the event of a termination for Cause, the Accrued Bonus). All other rights of the Executive (and all obligations of GNC)
hereunder shall terminate as of the date of such termination.
4.5 Resignation from Officer Positions. Upon the termination of the Executive's employment for any reason (unless otherwise agreed in writing by
GNC and the
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