GNC 2008 Annual Report Download - page 267

(i) subject to Section 5.3(c), engage in a Competing Business (as defined in Section 5.4(c) hereof), including, without limitation, by owning,
managing, operating, controlling, being employed by, providing services as a consultant or independent contractor to or participating in the ownership,
management, operation or control of any Competing Business;
(ii) induce or attempt to induce any customer, vendor, supplier, licensor or other Person in a business relationship with any Company Party, for or
with which the Executive or employees working under the Executive's supervision had any direct or indirect responsibility or contact during the Employment
Period, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business with any of the Company Parties for the
benefit of a Competing Business, regardless of whether the Executive initiates contact; or
(iii) (A) solicit, recruit, persuade, influence or induce, or attempt to solicit, recruit, persuade, influence or induce anyone employed or otherwise
retained by any of the Company Parties (including any independent contractor or consultant), to cease or leave their employment or contractual or consulting
relationship with any Company Party, regardless of whether the Executive initiates contact for such purposes or (B) hire, employ or otherwise attempt to
establish, for any Person, any employment, agency, consulting, independent contractor or other business relationship with any Person who is or was employed
or otherwise retained by any of the Company Parties (including any independent contractor or consultant).
(c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.3(b)(i) hereof, (i) the Executive may own or hold, solely as
passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.3(b)(i), as long as with respect to each such
investment the securities held by the Executive do not exceed five percent (5%) of the outstanding securities of such Person and such securities are publicly
traded and registered under Section 12 of the Exchange Act, and (ii) the Executive may serve on the board of directors (or other comparable position) or as an
officer of any entity at the request of the Holdings Board; provided, however, that in the case of investments otherwise permitted under clause (i) above, the
Executive shall not be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through
the exercise of any voting rights held by the Executive in connection with such securities), or lend the Executive's name to, any such Person.
(d) The Executive acknowledges and agrees that, for purposes of this Section 5.3, indirect acts by the Executive shall include, without limitation, an
act by the Executive's spouse, ancestor, lineal descendant, lineal descendant's spouse, sibling or other member of the Executive's immediate family.
(e) The Executive acknowledges that (i) the restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of an otherwise
enforceable agreement, such being the agreements concerning Confidential Information and other consideration as stated in this Agreement, (ii) at the time
that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained, as described
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