GNC 2009 Annual Report Download - page 183

with this section shall not prevent the Executive from challenging the Holdings Board's determination that Cause exists or that the Executive
has failed to cure any act (or failure to act) that purportedly formed the basis for the Holdings Board's determination.
(h) the Executive may terminate his employment for "Good Reason" after he has actual knowledge of the occurrence, without his prior
written consent (which consent shall be limited to the specific event in question and shall not constitute the waiver by the Executive of his right
to withhold his consent with respect to any similar event or occurrence unless specifically stated in the consent), of any of the following:
(i) GNC's failure to comply with any material provisions of this Agreement which is not cured within 30 days after the Executive has
given written notice of such noncompliance to GNC;
(ii) a material adverse change by GNC in the Executive's responsibilities, duties or authority (including, but not limited to any change in
reporting obligation) as the Chief Executive Officer of Centers or as the Chief Executive Officer of Holdings, which, in the aggregate, causes the
Executive's positions with GNC to have less responsibility or authority than the Executive's position immediately prior to such change (other
than temporarily during any period where the Executive is incapacitated due to physical or mental illness);
(iii) removal of the Executive from the position of Chief Executive Officer of Centers or from the position of Chief Executive Officer of
Holdings, or failure to elect (or appoint) the Executive to, or removal of the Executive from, the Centers Board or the Holdings Board;
(iv) a material reduction in the Executive's Base Salary; or
(v) the Executive's principal place of business for performing services to Centers moves to a new location that is more than 75 miles
from the Executive's principal place of business existing on the Effective Date.
In the event that the Executive has actual knowledge of an event or occurrence giving the Executive a right to terminate his employment
for Good Reason for a period of more than ninety (90) days, such event or occurrence shall cease to constitute Good Reason; provided,
however, that the foregoing will not constitute a waiver of the Executive's right to terminate this Agreement for Good Reason for any
subsequent similar event or occurrence.
(i) For purposes of this Agreement, a "Change in Control" means, and shall be deemed to have occurred upon the occurrence of, any
one of the following events:
(i) the acquisition (including any acquisition through purchase, reorganization, merger, consolidation or similar transaction) in one or
more transactions by any individual, entity (including any employee benefit plan or any trust for an employee benefit plan) or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (for purposes of this
Section 4.3(i) only, a "Person"), other than any acquisition by any Permitted Holder or any of its Related Parties or a Permitted
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