GNC 2009 Annual Report Download - page 177

representative or guardian, if the Executive suffers a Total Disability (as defined in Section 4.2(c)).
(b) In the event the Executive's employment is terminated pursuant to this Section 4.2, then, subject to reduction by any benefits paid or
payable to the Executive, the Executive's beneficiaries or estate under any Centers-sponsored disability benefit plan program or policy for the
period following such date of termination (provided, however, that no such reduction shall be made for any benefits paid upon the Executive's
death under Centers' life insurance policy), the following provisions shall apply:
(i) Centers shall pay to the Executive, or to the Executive's guardian or personal representative, as the case may be, (A) any accrued
but unpaid Base Salary paid in accordance with Centers' normal payroll practices and procedures, (B) any accrued but unpaid Annual Bonus, if
any, with respect to the fiscal year prior to the year in which termination occurs, paid in accordance with Section 3.2 (the "Accrued Bonus"),
(C) a lump sum payment for any accrued but unpaid Perquisites within 30 days of termination, (D) a lump sum payment for any accrued
vacation within 30 days of termination, and (E) reimbursement of expenses in accordance with Section 3.3 (collectively, "Accrued Obligations");
(ii) Centers shall pay to the Executive, or to the Executive's guardian or personal representative, as the case may be, a lump sum
payment equal to the sum of (x) the Executive's current Base Salary and (y) the annualized value of the Perquisites as determined in good faith
by the Accounting Firm (as defined in Section 4.3(f)(ii)) using customary valuation methods, payable on the 30th day following the date of
termination;
(iii) Centers shall pay to the Executive, or to the Executive's guardian or personal representative, as the case may be, a prorated
share of the Annual Bonus pursuant to Section 3.2 (based on the period of actual employment) that the Executive would have been entitled to
had the Executive worked the full year during which the termination occurred, provided that bonus targets (other than individual targets) are met
for the year of such termination (any such bonus shall be payable no later than March 15 of the year following the year the bonus is earned,
and in accordance with Centers' normal payroll practices and procedures); and
(iv) if (x) the Executive, guardian or personal representative, as the case may be, timely elects continuation coverage (with respect to
the Executive's coverage or any eligible dependent coverage, as applicable) under the Consolidated Omnibus Budget Reconciliation Act of
1986 ("COBRA Continuation Coverage") with respect to Centers' group health insurance plan and (y) the Executive, guardian or personal
representative, as the case may be, continue timely co-payment of premiums at the same level and cost as if the Executive were an employee
of Centers (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), Centers shall be responsible
for payment of the monthly cost of COBRA Continuation Coverage to the same extent it paid for such coverage for the Executive's coverage or
any eligible dependent coverage, as applicable, immediately prior to the date of the termination pursuant to this Section 4.2, such payment to
continue for the period permitted by COBRA; provided, however, that if, in the event of termination due to Total Disability, the
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