GNC 2009 Annual Report Download - page 187

(f) If the Executive is deemed on the date of termination of employment to be a "specified employee", within the meaning of that term
under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by GNC from time to time, or if none, the default
methodology, then:
(i) With regard to any payment, the providing of any benefit or any distribution of equity that constitutes "deferred compensation"
subject to Code Section 409A, payable upon separation from service, such payment, benefit or distribution shall not be made or provided prior
to the earlier of (i) the expiration of the six-month period measured from the date of the Executive's separation from service or (ii) the date of the
Executive's death; and
(ii) On the first day of the seventh month following the date of the Executive's separation from service or, if earlier, on the date of
death, (x) all payments delayed pursuant to this Section 4.6 (whether they would otherwise have been payable in a single sum or in installments
in the absence of such delay), together with interest accrued thereon at the applicable federal rate, shall be paid or reimbursed to the Executive
in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal
dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section 4.6 shall be made to the Executive.
(g) In no event whatsoever shall GNC or any of their Affiliates be liable for any additional tax, interest or penalties that may be imposed
on the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A other than for withholding obligations or
other obligations applicable to employers, if any, under Code Section 409A.
4.7 No Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Section 4 by
seeking other employment or otherwise, and, except as specifically provided in this Agreement, the amounts of compensation and benefits
payable or otherwise due to the Executive under this Section 4 or other provisions of this Agreement shall not be reduced by compensation or
benefits received by the Executive from any other employment he shall choose to undertake following termination of his employment under this
Agreement. Further, any amounts owed to the Executive under this Agreement may not be offset by any claims Centers may have against the
Executive, and Centers' obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this
Agreement will not be affected by any other circumstances, including, without limitation, any counterclaim, right of set-off, recoupment, defense,
or other right that Centers may have against the Executive or other Persons.
5. Confidentiality, Work Product, Non-Competition and Non-Solicitation.
5.1 Confidentiality.
(a) In connection with the Executive's employment hereunder, GNC and its Affiliates intend to provide the Executive with access to
"Confidential Information" (as defined in Section 5.4(d) hereof) in support of the Executive's employment duties. The Executive recognizes that
the business interests of GNC and its Affiliates require a confidential relationship between GNC, its Affiliates and the Executive and the fullest
practical protection and 15