GNC 2009 Annual Report Download - page 191

Agreement, including, without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section 5.3, as
applicable according to their terms, shall remain in full force and effect even in the event of the Executive's involuntary termination from
employment, with or without Cause, and (v) the Executive has carefully read this Agreement and has given careful consideration to the
restraints imposed upon the Executive by this Agreement and consents to the terms of the restrictive covenants in this Section 5.3, with the
knowledge that this Agreement may be terminated at any time in accordance with the provisions hereof.
5.4 Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) An "Affiliate" of any specified Person means any other Person, whether now or hereafter existing, directly or indirectly controlling or
controlled by, or under direct or indirect common control with, such specified Person. For purposes hereof, "control" or any other form thereof,
when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" shall have meanings correlative
to the foregoing.
(b) "Company Parties" means GNC and its direct and indirect subsidiaries and Affiliates and their successors in interest. Notwithstanding
the foregoing, "Company Parties" shall not include the Sponsor and or any entity in which the Sponsor has an equity interest other than GNC
and its direct and indirect subsidiaries.
(c) "Competing Business" means any business that competes with any of the Company Parties, including, without limitation, any
enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the nutritional
supplements industry.
(d) Confidential Information.
(i) "Confidential Information" means any and all material, information, ideas, inventions, formulae, patterns, compilations, programs,
devices, methods, techniques, processes, know how, plans (marketing, business, strategic, technical or otherwise), arrangements, pricing and
other data of or relating to GNC or any of its Affiliates (as well as their customers and vendors) that is confidential, proprietary or trade secret
(A) by its nature, (B) based on how it is treated or designated by GNC or any of its Affiliates, (C) because the disclosure of which would have a
material adverse effect on the businesses or planned businesses of GNC or its Affiliates or (D) as a matter of law.
(ii) Exclusions. Confidential Information does not include material, data or information (A) that GNC or any of its Affiliates has
voluntarily placed in the public domain, (B) that has been lawfully and independently developed and publicly disclosed by third parties, (C) that
constitutes the general non-specialized knowledge and skills gained by the Executive during the Employment Period or (D) that otherwise
enters the public domain through lawful means; provided, however, that the unauthorized appropriation, use or disclosure of
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