GNC 2009 Annual Report Download - page 181

confirmation of the Accounting Firm (as defined herein) with respect to the intended effect of such Payment Reduction. Notwithstanding the
foregoing, the Payment Reduction shall not apply if the Accounting Firm determines that, on an after-tax basis, the Executive would retain a
greater amount of compensation following payment of the Excise Tax on the unreduced amount of any Payments than the amount of
compensation retained following the Payment Reduction as required hereby.
(ii) Subject to the provisions of Section 4.3(f)(iii), all determinations required to be made under this Section 4.3(f), including whether
and when a Payment is subject to Section 4999 and the assumptions to be utilized in arriving at such determination and in determining an
appropriate Payment Reduction, shall be made by PricewaterhouseCoopers LLP, or any other nationally recognized accounting firm that shall
be Centers' outside auditors at the time of such determination (the "Accounting Firm"), which Accounting Firm shall provide detailed supporting
calculations to the Executive and Centers within fifteen (15) business days of the receipt of notice from Centers or the Executive that there will
be a Payment that the Person giving notice believes may be subject to the Excise Tax. All fees and expenses of the Accounting Firm shall be
borne by Centers. Any determination by the Accounting Firm shall be binding upon Centers and the Executive in determining whether a
Payment Reduction is required and the amount thereof (subject to Sections 4.3(f)(iii) and (iv)), in the absence of material mathematical or legal
error.
(iii) If, as a result of any uncertainty in the application of Section 4999 at the time of the initial determination by the Accounting Firm
under Section 4.3(f)(ii), the Accounting Firm subsequently determines that (A) a Payment Reduction should have been made and was not, or a
larger Payment Reduction should have been made in accordance with Section 4.3(f)(ii) (an "Overpayment"), any such Overpayment, to the
extent actually paid or provided to the Executive, will be treated for all purposes, to the extent practicable and subject to applicable law, as a
loan to the Executive with interest at the applicable Federal rate provided for in Section 1274(d) of the Code and will be repaid by the Executive
to Centers in full within thirty-five (35) days after the Executive receives notice of the Accounting Firm's determination, which notice shall be
provided to Executive within sixty (60) days of the date that Centers first learns of the Overpayment from the Accounting Firm; provided,
however, that the amount of the Overpayment to be repaid by the Executive to Centers will be reduced to the extent that the Accounting Firm
determines that any portion of the Overpayment to be repaid will not be offset by a corresponding reduction in any applicable Excise Tax by
reason of such repayment of the Overpayment, or (B) a Payment Reduction was made and should not have been made, or a smaller Payment
Reduction should have been made in accordance with Section 4.3(f)(ii) (an "Underpayment"), any such Underpayment will be due and payable
by Centers to the Executive within thirty-five (35) days after Centers receives notice of the Accounting Firm's determination. Notwithstanding the
foregoing, any subsequent determination by the Accounting Firm of an Overpayment or Underpayment in accordance with this Section 4.3(f)(iii)
must be made within seventy-five (75) days after the Accounting Firm's initial determination under Section 4.3(f)(ii).
(iv) The Executive shall give written notice to Centers of any claim by the Internal Revenue Service ("IRS") that, if successful, would
require the payment by the Executive of an Excise Tax, such notice to be provided within fifteen (15) days after the Executive shall have
received written notice of such claim. The Executive shall cooperate with
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