GNC 2009 Annual Report Download - page 179

(to the extent possible) within thirty (30) days after GNC's receipt of such notice; and provided, further, that, if GNC is not seeking to cure, GNC
shall not be obligated to allow the Executive to continue working during such period and may, in its sole discretion, accelerate such termination
of employment (and the Employment Period) to any date during such period. A determination of whether the Executive has Good Reason
under Sections 4.3(h)(i) or (ii) for termination of the Executive's employment under this Agreement, and of whether GNC has effectively cured
and thus eliminated the grounds for such Good Reason, shall be made only by a two-thirds vote of the Holdings Board (excluding the Executive
for such purposes), within its sole judgment and discretion, acting in good faith after having met with Centers' Vice President of Human
Resources. A determination by the Holdings Board made in accordance with this Section 4.3(b) that Good Reason does not exist or has been
cured will not prevent the Executive from challenging such determination.
(c) Following the Initial Employment Period, GNC may decline to renew this Agreement for an additional Extension Period, in accordance
with Section 2.2 hereof, for reasons other than those that would otherwise constitute Cause, provided that the Executive shall be required to
continue to provide services hereunder through the end of the Employment Period.
(d) In the event the Executive's employment is terminated pursuant to this Section 4.3, then, subject to Sections 4.3(e) and 4.6 hereof,
the following provisions shall apply:
(i) Centers shall pay the Executive the Accrued Obligations in accordance with Section 4.2(b)(i);
(ii) Centers shall pay the Executive a lump sum of two (2) times the Base Salary and the annualized value of the Perquisites, as
determined in good faith by the Accounting Firm using customary valuation methods; provided, however, that if such termination occurs either
(x) "in anticipation of" (as defined in Section 4.3(j)) or during the two (2) year period following, a Change in Control or (y) within the six
(6) months prior to or at any time following, the consummation of the first public offering of the Holdings Common Stock or other equity
securities of Holdings or any of its subsidiaries pursuant to a registration statement (other than on Form S-8 or similar or successor forms) filed
with, and declared effective by, the Securities and Exchange Commission (an "IPO"), then such payment will be a lump sum of three (3) times
the Base Salary and the annualized value of the Perquisites, as determined in good faith by the Accounting Firm using customary valuation
methods. All payments pursuant to Sections 4.3(d)(i) and (ii) shall be made on the 30th day following the date of termination;
(iii) Centers shall pay to the Executive a lump sum of two (2) times an amount equal to the average Annual Bonus paid or payable
under Section 3.2 with respect to the most recent three (3) fiscal years, starting no earlier than the Effective Date (determined by annualizing
the bonus paid or payable with respect to any partial fiscal year); provided, however, that that if such termination occurs either (x) in anticipation
of or during the two (2) year period following, a Change in Control or (y) within the six (6) months prior to or at any time following, an IPO, then
such payment will be a lump sum of three (3) times the amount equal to the average Annual Bonus paid or payable under Section 3.2 with
respect to the most recent three (3) fiscal years, starting no earlier than the Effective Date (determined by annualizing the bonus paid or
7