GNC 2009 Annual Report Download - page 176

Common Stock then outstanding, on a fully-diluted basis (taking into account all options granted or reserved for issuance as part of the
management option pool), with 50% of such options having an exercise price equal to the price per share of Holdings Common Stock paid by
Ares Corporate Opportunities Fund II, L.P. ("Ares") and Ontario Teachers' Pension Plan Board ("OTPP," and together with Ares and any other
co-investor, the "Sponsor") or their Affiliates in connection with the equity funding of Holdings (the "Sponsor Buy-In Price") and 50% of such
options having an exercise price equal to the amount obtained by multiplying the Sponsor Buy-In Price by 1.5. The options will be awarded
under the terms of the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan (the "Equity Incentive Plan") and subject to the provisions of
Holdings' standard option agreements which will contain customary provisions, including, consistent with the past practice at Centers, a
provision entitling the holder to receive a special bonus payment for any extraordinary dividends paid to Sponsor (other than special dividends
paid to the holders of the Class B Common Stock of Holdings in accordance with Holdings' Certificate of Incorporation, as amended from time
to time) and customary provisions relating to post-termination exercise periods (which, in any event, would not be less than one (1) year in the
event of Executive's death or Total Disability (as defined in Section 4.2(c)) or sixty (60) days in the event of a termination without Cause (as
defined in Section 4.3(g)) or with or without Good Reason (as defined in Section 4.3(h))). The options will be time based and will vest annually
over a four (4) year period on each anniversary of the grant date subject to the Executive's continuous employment with Centers through each
such vesting date and will have an outside exercise date of ten (10) years from the date of grant, subject to earlier termination in certain
circumstances. The options having an exercise price equal to the Sponsor Buy-In Price will be incentive stock options to the maximum extent
permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). All other options will be nonqualified options.
(c) During the Employment Period and in the sole discretion of, and subject to the approval of, the Holdings Board (or any compensation
committee or other appropriate committee under the Equity Incentive Plan), the Executive shall be eligible to participate in and be granted
awards under the Equity Incentive Plan.
(d) In the event of a Change in Control (as defined in Section 4.3(i)), all of the Executive's stock options shall vest in full and become
immediately exercisable and all restrictions with respect to restricted stock issued to the Executive, if any, shall lapse.
4. Termination.
4.1 General. The employment of the Executive hereunder (and the Employment Period) shall terminate as provided in Section 2 hereof,
unless earlier terminated in accordance with the provisions of this Section 4.
4.2 Death or Disability of the Executive.
(a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive or, (ii) at
the option of GNC, upon not less than fifteen (15) days' prior written notice to the Executive or the Executive's personal
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