GNC 2008 Annual Report Download - page 268

herein, are reasonable and do not impose a greater restraint than necessary to protect the good will and other legitimate business interests of GNC or its
Affiliates, including without limitation, Confidential Information (including trade secrets), client, customer or vendor relationships, client or customer
goodwill and business productivity, (iii) in the event of termination of the Executive's employment, the Executive's experiences and capabilities are such that
the Executive can obtain gainful employment without violating this Agreement and without the Executive incurring undue hardship, (iv) based on the relevant
benefits and other new consideration provided for in this Agreement, including, without limitation, the disclosure and use of Confidential Information, the
restrictive covenants of this Section 5.3, as applicable according to their terms, shall remain in full force and effect even in the event of the Executive's
involuntary termination from employment, with or without Cause, and (v) the Executive has carefully read this Agreement and has given careful consideration
to the restraints imposed upon the Executive by this Agreement and consents to the terms of the restrictive covenants in this Section 5.3, with the knowledge
that this Agreement may be terminated at any time in accordance with the provisions hereof.
5.4 Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) An "Affiliate" of any specified Person means any other Person, whether now or hereafter existing, directly or indirectly controlling or controlled
by, or under direct or indirect common control with, such specified Person. For purposes hereof, "control" or any other form thereof, when used with respect
to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing.
(b) "Company Parties" means GNC and its direct and indirect subsidiaries and Affiliates and their successors in interest. Notwithstanding the
foregoing, "Company Parties" shall not include the Sponsor and or any entity in which the Sponsor has an equity interest other than GNC and its direct and
indirect subsidiaries.
(c) "Competing Business" means any business that derives 10% or more of its gross annual revenue from the sale and/or distribution of nutritional
supplements.
(d) Confidential Information.
(i) "Confidential Information" means any and all material, information, ideas, inventions, formulae, patterns, compilations, programs, devices,
methods, techniques, processes, know how, plans (marketing, business, strategic, technical or otherwise), arrangements, pricing and other data of or relating to
GNC or any of its Affiliates (as well as their customers and vendors) that is confidential, proprietary or trade secret (A) by its nature, (B) based on how it is
treated or designated by GNC or any of its Affiliates, (C) because the disclosure of which would have a material adverse effect on the businesses or planned
businesses of GNC or its Affiliates or (D) as a matter of law.
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