GNC 2009 Annual Report Download - page 180

payable with respect to any partial fiscal year). All payments pursuant to Sections 4.3(d)(iii) shall be made on the 30th day following the date of
termination;
(iv) if (x) the Executive timely elects COBRA Continuation Coverage with respect to Centers' group health insurance plan and (y) the
Executive continues 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 4.3, such payment to continue for
the period permitted by COBRA; provided, however, that if the Executive obtains other employment that offers substantially similar or improved
group health benefits, COBRA Continuation Coverage shall cease;
(v) with respect to outstanding stock options and restricted stock held by the Executive as of the date of termination pursuant to this
Section 4.3, 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 twenty-four (24) month period
following the date of termination shall immediately vest and become exercisable, as applicable; provided, however, that if such termination
occurs either (x) in anticipation of a Change in Control or (y) within the six (6) months prior to or at any time following, an IPO, any options that
would become vested and exercisable, and any restricted stock awards restrictions with respect to which would lapse, in each case, during the
thirty-six (36) month period following the date of termination shall immediately vest and become exercisable.
(e) As a condition precedent to the Executive's right to receive the benefits set forth in Section 4.3(d) hereof, the Executive agrees to
execute a release in substantially the form attached hereto as Exhibit C.
(f) (i) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, vesting, distribution or
transfer by Centers or any Affiliate or successor of Centers or by any other Person (as defined in Section 5.4(f)) or that any other event
occurring with respect to the Executive and Centers for the Executive's benefit, whether paid or payable or distributed or distributable under the
terms of this Agreement or otherwise (including under any employee benefit plan) (a "Payment") would be subject to or result in the imposition
of the excise tax imposed by Section 4999 of the Code (and any regulations or guidance promulgated or issued thereunder, any successor
provision, and any similar provision of state or local income tax law) (collectively, the "Excise Tax"), then the amount of the Payment shall be
reduced so that the present value of all Payments (calculated in accordance with Section 280G of the Code and the regulations thereunder), in
the aggregate, equals three (3) times the Executive's "base amount" (within the meaning of Section 280G(b)(3) of the Code), minus one dollar
($1.00) (the "Payment Reduction"). To the extent necessary to effect the Payment Reduction, Centers shall reduce or eliminate the Payments
by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in
each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the initial determination, subject to
the 8