GNC 2009 Annual Report Download - page 178

Executive obtains other employment that offers substantially similar or improved group health benefits, COBRA Continuation Coverage shall
cease.
(c) Subject to the last sentence of this Section 4.2(c), for purposes of this Agreement, "Total Disability" means (i) the Executive is subject
to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written
determination by a physician selected by GNC that, because of a medically determinable disease, injury or other physical or mental disability,
the Executive is unable to substantially perform, with or without reasonable accommodation, the material duties of the Executive required by
this Agreement, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the
immediately preceding twelve (12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after
the date of determination, in each case based upon medically available reliable information, or (iii) the Executive's qualifying for benefits under
Centers long-term disability coverage, if any. In conjunction with determining Total Disability for purposes of this Agreement, the Executive
hereby consents to (x) any reasonable examinations that the Holdings Board or the Compensation Committee determines are relevant and
reasonably necessary to a determination of Total Disability or are required by GNC's physician, (y) furnish such medical information as may be
reasonably requested and (z) waive (only as to GNC and for the limited purpose of determining Total Disability in accordance with this
Agreement, subject to an appropriate confidentiality understanding by GNC) any applicable physician patient privilege that may arise because
of such examination. Notwithstanding anything to the contrary in this Section 4.2(c), "Total Disability" shall have the definition of "Disabled"
contained in Section 409A of the Code, in any instance in which amounts are paid under this Agreement as a result of the Executive's Total
Disability and such amounts are treated as deferred compensation under Section 409A of the Code.
(d) With respect to outstanding stock options and restricted stock held by the Executive as of the date of termination pursuant to this
Section 4.2, any such options that would become vested and exercisable, and any restricted stock awards the restrictions with respect to which
would lapse, in each case assuming the Executive had continued to be employed with Centers, during the calendar year in which termination
occurs and the year following the end of such calendar year shall immediately vest and become exercisable, as applicable, as of the date of the
termination.
4.3 Termination Without Cause or Resignation For Good Reason; Non-Renewal.
(a) GNC may terminate the Executive's employment without Cause (as defined in Section 4.3(g)), and thereby terminate the Executive's
employment (and the Employment Period) under this Agreement at any time with no requirement for notice to the Executive.
(b) The Executive may resign, and thereby terminate the Executive's employment (and the Employment Period), at any time for "Good
Reason," upon not less than sixty (60) days' prior written notice to GNC specifying in reasonable detail the reason therefor; provided, however,
that GNC shall have a reasonable opportunity to cure any such Good Reason
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