GNC 2008 Annual Report Download - page 272

statements, comments or communications that criticize, ridicule or are derogatory to GNC or any of its Affiliates; provided, however, that the terms of this
Section 6.1(b) shall not apply to communications between the Executive and, as applicable, the Executive's attorneys or other persons with whom
communications would be subject to a claim of privilege existing under common law, statute or rule of procedure. The Executive further agrees that the
Executive will not in any way solicit any such statements, comments or communications from others.
(ii) GNC agrees that during the Employment Period or at any time thereafter, GNC will not make any statements, comments or communications
in any form, oral, written or electronic, to any Media or any Person, which would constitute libel, slander or disparagement of the Executive, including,
without limitation, any such statements, comments or communications that criticize, ridicule or are derogatory to the Executive; provided, however, that the
terms of this Section 6.1(b) shall not apply to any documents required to be filed by GNC with the Securities and Exchange Commission (provided that GNC
is advised by legal counsel that such disclosure is required in order to comply with GNC's legal obligations thereunder and such disclosure is limited to only
that which is required to be so disclosed) or communications between GNC and, as applicable, GNC's attorneys or other persons with whom communications
would be subject to a claim of privilege existing under common law, statute or rule of procedure. GNC further agrees that GNC will not in any way solicit any
such statements, comments or communications from others.
6.2 Consent to Jurisdiction; Remedies. In the event of any dispute, controversy or claim between GNC or any of its Affiliates and the Executive arising
out of or relating to the interpretation, application or enforcement of this Agreement, the parties agree and consent to the personal jurisdiction of the Court of
Common Pleas for Allegheny County, Pennsylvania and/or the United States District Court for the Western District of Pennsylvania (collectively, the
"Agreed Venue") for resolution of the dispute, controversy or claim, and that those courts, and only those courts, shall have non-exclusive jurisdiction to
determine any dispute, controversy or claim related to, arising under or in connection with this Agreement. The parties also agree (a) to submit to the
jurisdiction of any competent court in the Agreed Venue, (b) to waive any and all defenses the parties may have on the grounds of lack of jurisdiction of such
court and (c) that neither party shall be required to post any bond, undertaking or other financial deposit or guarantee in seeking or obtaining such equitable
relief. To the full extent permitted by law and upon presentation of appropriate documentation, all reasonable legal fees and expenses incurred by any
prevailing party as a result of any dispute involving the validity or enforceability of, or liability under, any provision of this Agreement (including as a result
of any dispute involving the amount of any payment or other benefit due pursuant to this Agreement) shall be paid by the non-prevailing party in such dispute.
6.3 [Intentionally Omitted]
6.4 Entire Agreement; Waiver. This Agreement contains the entire agreement between the Executive and GNC with respect to the subject matter hereof,
and supersedes any and all prior understandings or agreements, whether written or oral, including,
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