GNC 2009 Annual Report Download - page 185

(3) "Related Party" means:
(x) any controlling equityholder, managing general partner or majority-owned subsidiary, of any Permitted Holder;
(y) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members,
owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holders and/or such
other Persons referred to in the immediately preceding clause (x); or
(z) any investment fund or similar entity managed by any one or more Permitted Holders and/or such other Persons referred to in the
immediately preceding clause (x) or (y).
(j) For purposes of this Agreement, the termination of the Executive's employment shall be deemed to have been "in anticipation of" a
Change in Control if such termination occurs at any time from and after the period beginning six (6) months prior to a Change in Control and
such termination occurs (i) after a definitive agreement is entered into by Centers or Holdings providing for a Change in Control or (ii) at the
request of an unrelated third party who has taken steps reasonably calculated to effect a Change in Control.
(k) Notwithstanding anything in Section 4.3(i) to the contrary, "Change in Control" shall have the definition of "Change in Control"
contained in Section 409A of the Code in any instance in which amounts are paid under this Agreement as a result of a Change in Control and
such amounts are treated as deferred compensation under Section 409A.
4.4 Termination For Cause, Voluntary Resignation Other Than For Good Reason.
(a) (i) GNC may, upon action of the Holdings Board, terminate the employment of the Executive (and the Employment Period) at any time
for "Cause," or (ii) the Executive may voluntarily resign other than for Good Reason and thereby terminate the Executive's employment (and the
Employment Period) under this Agreement at any time upon not less than thirty (30) days' prior written notice.
(b) In the event the Executive's employment is terminated pursuant to this Section 4.4, then the Executive shall be entitled to receive all
of the Accrued Obligations (other than, in the event of a termination for Cause, the Accrued Bonus) in accordance with Section 4.2(b)(i). All
other rights of the Executive (and all obligations of GNC) hereunder shall terminate as of the date of such termination.
4.5 Resignation from Officer Positions. Upon the termination of the Executive's employment for any reason (unless otherwise agreed in
writing by GNC and the Executive), the Executive will be deemed to have resigned, without any further action by the Executive, from any and all
officer and director positions that the Executive, immediately prior to such termination, (a) held with GNC or any of its Affiliates and (b) held with
any other 13