GNC 2009 Annual Report Download - page 190

(ii) induce or attempt to induce any customer, vendor, supplier, licensor or other Person in a business relationship with any Company
Party, for or with which the Executive or employees working under the Executive's supervision had any direct or indirect responsibility or contact
during the Employment Period, (A) to do business with a Competing Business or (B) to cease, restrict, terminate or otherwise reduce business
with any of the Company Parties for the benefit of a Competing Business, regardless of whether the Executive initiates contact; or
(iii) (A) solicit, recruit, persuade, influence or induce, or attempt to solicit, recruit, persuade, influence or induce anyone employed or
otherwise retained by any of the Company Parties (including any independent contractor or consultant), to cease or leave their employment or
contractual or consulting relationship with any Company Party, regardless of whether the Executive initiates contact for such purposes or
(B) hire, employ or otherwise attempt to establish, for any Person, any employment, agency, consulting, independent contractor or other
business relationship with any Person who is or was employed or otherwise retained by any of the Company Parties (including any independent
contractor or consultant).
(c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.3(b)(i) hereof, (i) the Executive may own or
hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.3(b)(i), as
long as with respect to each such investment the securities held by the Executive do not exceed five percent (5%) of the outstanding securities
of such Person and such securities are publicly traded and registered under Section 12 of the Exchange Act, and (ii) the Executive may serve
on the board of directors (or other comparable position) or as an officer of any entity at the request of the Holdings Board; provided, however,
that in the case of investments otherwise permitted under clause (i) above, the Executive shall not be permitted to, directly or indirectly,
participate in, or attempt to influence, the management, direction or policies of (other than through the exercise of any voting rights held by the
Executive in connection with such securities), or lend the Executive's name to, any such Person.
(d) The Executive acknowledges and agrees that, for purposes of this Section 5.3, indirect acts by the Executive shall include, without
limitation, an act by the Executive's spouse, ancestor, lineal descendant, lineal descendant's spouse, sibling or other member of the Executive's
immediate family.
(e) The Executive acknowledges that (i) the restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of an
otherwise enforceable agreement, such being the agreements concerning Confidential Information and other consideration as stated in this
Agreement, (ii) at the time that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained,
as described herein, are reasonable and do not impose a greater restraint than necessary to protect the good will and other legitimate business
interests of GNC or its Affiliates, including without limitation, Confidential Information (including trade secrets), client, customer or vendor
relationships, client or customer goodwill and business productivity, (iii) in the event of termination of the Executive's employment, the
Executive's experiences and capabilities are such that the Executive can obtain gainful employment without violating this Agreement and
without the Executive incurring undue hardship, (iv) based on the relevant benefits and other new consideration provided for in this
18