GNC 2009 Annual Report Download - page 174

continuing to serve on the boards and committees set forth on Exhibit A, will, as of the Effective Date, be deemed not to interfere with the
performance of his duties and responsibilities under this Agreement), and (c) deliver lectures or fulfill speaking engagements. Except where
GNC provides its written consent otherwise (which consent will not be unreasonably withheld), the Executive shall maintain his principal
residence within 75 miles of the principal office of Centers as of the Effective Date. The Executive shall at all times be subject to, comply with,
observe and carry out faithfully to the best of his ability and in all material respects (x) Centers lawful rules, regulations, policies and codes of
ethics and/or conduct applicable to its employees generally and in effect from time to time and (y) such lawful rules, regulations, policies, codes
of ethics and/or conduct, directions and restrictions as either the Centers Board or the Holdings Board may from time to time reasonably
establish or approve for their executive officers.
1.3 Board Membership. During the Employment Period, the Executive will serve as a member of (a) the Centers Board and as a member
of the executive committee of the Centers Board and (b) the Holdings Board and as a member of the executive committee of the Holdings
Board.
2. Term of Employment.
2.1 Employment Period. The employment of the Executive hereunder will commence on the Effective Date and continue until the fifth
(5th) anniversary thereof (the "Initial Employment Period"), unless terminated earlier in accordance with the provisions of Section 4 of this
Agreement.
2.2 Extension. Unless terminated earlier in accordance with the provisions of Section 4 of this Agreement, the employment of the
Executive will automatically continue after the end of the Initial Employment Period for additional and successive one (1)-year periods (each an
"Extension Period" and, together with the Initial Employment Period, the "Employment Period"), unless GNC or the Executive notifies the other
in writing not less than one (1) year prior to the end of the Initial Employment Period, or the end of the applicable Extension Period, of its or the
Executive's election, in its or the Executive's sole discretion, not to extend the Employment Period.
3. Compensation and General Benefits.
3.1 Base Salary. During the Employment Period, Centers agrees to pay to the Executive an annual base salary in an amount not less
than $860,000, to be reviewed annually by the Holdings Board or the compensation committee of the Holdings Board (the "Compensation
Committee"), for upward adjustments only (as the Holdings Board (or the Compensation Committee), acting in its sole discretion, determines to
be reasonable and appropriate); provided, however, that such amount will be increased pursuant to such review effective as of January 1 of
each year during the Employment Period, beginning with January 1, 2008, by a percentage no less than the percentage increase in the
Consumer Price Index for All Urban Consumers, as published by Bureau of Labor Statistics of the U.S. Department of Labor, for the calendar
year immediately preceding such review (such base salary as adjusted from time to time, the "Base Salary"). The Executive's Base Salary, less
amounts required to be withheld under applicable law, shall be payable in equal installments in accordance with Centers' normal payroll
practices 2