GNC 2009 Annual Report Download - page 195

disparagement of the Executive, including, without limitation, any such statements, comments or communications that criticize, ridicule or are
derogatory to the Executive; provided, however, that the terms of this Section 6.1(b) shall not apply to any documents required to be filed by
GNC with the Securities and Exchange Commission (provided that GNC is advised by legal counsel that such disclosure is required in order to
comply with GNC's legal obligations thereunder and such disclosure is limited to only that which is required to be so disclosed) or
communications between GNC and, as applicable, GNC's attorneys or other persons with whom communications would be subject to a claim of
privilege existing under common law, statute or rule of procedure. GNC further agrees that GNC will not in any way solicit any such statements,
comments or communications from others.
6.2 Consent to Jurisdiction; Remedies. In the event of any dispute, controversy or claim between GNC or any of its Affiliates and the
Executive arising out of or relating to the interpretation, application or enforcement of this Agreement, the parties agree and consent to the
personal jurisdiction of the Court of Common Pleas for Allegheny County, Pennsylvania and/or the United States District Court for the Western
District of Pennsylvania (collectively, the "Agreed Venue") for resolution of the dispute, controversy or claim, and that those courts, and only
those courts, shall have non-exclusive jurisdiction to determine any dispute, controversy or claim related to, arising under or in connection with
this Agreement. The parties also agree (a) to submit to the jurisdiction of any competent court in the Agreed Venue, (b) to waive any and all
defenses the parties may have on the grounds of lack of jurisdiction of such court and (c) that neither party shall be required to post any bond,
undertaking or other financial deposit or guarantee in seeking or obtaining such equitable relief. To the full extent permitted by law and upon
presentation of appropriate documentation, all reasonable legal fees and expenses incurred by any prevailing party as a result of any dispute
involving the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any dispute involving the
amount of any payment or other benefit due pursuant to this Agreement) shall be paid by the non-prevailing party in such dispute.
6.3 Settlement of Existing Rights. In exchange for the other terms of this Agreement, the Executive acknowledges and agrees that:
(a) the Executive's entry into this Agreement is a condition of continued employment with Centers; (b) except as otherwise provided herein, this
Agreement will replace any existing employment agreement between the parties, including the Original Employment Agreement; (c) the
Executive is being provided with access to Confidential Information, including, without limitation, proprietary trade secrets of one or more
Company Parties, to which the Executive has not previously had access; (d) all inventions and intellectual property developed by the Executive
during any past employment with Centers and all goodwill developed with Centers' clients, customers and other business contacts by the
Executive during any past employment with Centers, as applicable, is the exclusive property of Centers; and (e) all Confidential Information or
specialized training accessed, created, received or utilized by the Executive during any past employment with Centers, as applicable, will be
subject to the restrictions on Confidential Information described in this Agreement, whether previously so agreed or not.
6.4 Entire Agreement; Waiver. This Agreement contains the entire agreement between the Executive and GNC with respect to the
subject matter hereof, and supersedes any and all prior understandings or agreements, whether written or oral, including, without limitation,
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