GNC 2009 Annual Report Download - page 182

Centers in determining whether to contest or pay such claim and shall not pay such claim without the written consent of Centers, which shall not
be unreasonably withheld, conditioned or delayed.
(v) This Section 4.3(f) shall remain in full force and effect following the termination of the Executive's employment for any reason until
the expiration of the statute of limitations on the assessment of taxes applicable to the Executive for all periods in which the Executive may
incur a liability for taxes (including Excise Taxes), interest or penalties arising out of the operation of this Agreement.
(g) For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following events, as determined in good
faith by a two-thirds vote of the Holdings Board (excluding the Executive for such purposes), after the Executive (and his counsel) has been
given a reasonable opportunity to be heard at a Holdings Board meeting specifically called for the purpose of making the Cause determination:
(i) the Executive's conviction of, or plea of nolo contendere to, a crime which constitutes a felony;
(ii) the Executive's willful disloyalty or deliberate dishonesty with respect to GNC or any of its Affiliates which is injurious to the
financial condition, business or reputation of either of GNC or any of its Affiliates;
(iii) the commission by the Executive of an act of fraud or embezzlement against GNC or any of its Affiliates;
(iv) a material breach by the Executive of any provision of this Agreement or any other written contract or agreement between the
Executive and Holdings or Centers or any of their Affiliates, which, if curable, is not cured within 30 days after delivery to the Executive by
Holdings or Centers, as applicable, of written notice of such breach; provided, that, if such breach, if curable, is not capable of being cured
within such 30-day period, the Executive will have a reasonable additional period as will be agreed to by Holdings or Centers, as applicable, in
their sole discretion, to cure such breach; or
(v) the willful and continued failure by the Executive to materially perform the duties of the positions of Chief Executive Officer of
Centers or Chief Executive Officer of Holdings or his continued failure to substantially perform duties requested or prescribed by the Centers
Board or the Holdings Board (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or death),
which, if curable, is not cured within 30 days after delivery to the Executive by Holdings or Centers, as applicable, of written notice of such
failure; provided, that, if such failure, if curable, is not capable of being cured within such 30-day period, the Executive will have a reasonable
additional period as will be agreed to by Holdings or Centers, as applicable, in their sole discretion, to cure such failure.
Cause will not solely exist because of the Executive's, Centers' or Holdings' unsatisfactory performance. No act, or failure to act, by the
Executive shall be considered "willful" unless committed in bad faith and without a reasonable belief that the act or omission was in the best
interests of GNC or any of its Affiliates. A determination of Cause in accordance
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