GNC 2009 Annual Report Download - page 196

the Original Employment Agreement and any term sheets contemplating the execution of an employment agreement setting forth the terms and
conditions of the Executive's continued employment with Centers. No modification or addition hereto or waiver or cancellation of any provision
hereof shall be valid except by a writing signed by the party to be charged therewith. No delay on the part of any party to this Agreement in
exercising any right or privilege provided hereunder or by law shall impair, prejudice or constitute a waiver of such right or privilege.
6.5 Governing Law. This Agreement is governed by and will be construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to principles of conflict of laws.
6.6 Assignment; Successors; Binding Agreement. This Agreement may not be assigned by either party, whether by operation of law or
otherwise, without the prior written consent of the other party, except that any right, title or interest of Holdings or Centers arising out of this
Agreement may be assigned by Holdings or Centers to any corporation or entity controlling, controlled by, or under common control with
Holdings or Centers, as applicable, or to any Affiliates of Holdings or Centers, as applicable; provided, however, that the assignee shall first
deliver to the Executive an express written assumption of this Agreement and Holdings' or Centers' obligations hereunder, as applicable. No
such assignment shall relieve Holdings or Centers of their obligations under this Agreement without the express written consent of the
Executive (which consent will not be unreasonably withheld). Subject to the foregoing, this Agreement is binding upon and will inure to the
benefit of the parties and their respective heirs, legatees, devisees, personal representatives, successors and assigns.
6.7 Representation by Counsel; Independent Judgment. Each of the parties hereto acknowledges that (a) it or the Executive has read
this Agreement in its entirety and understands all of its terms and conditions, (b) it or the Executive has had the opportunity to consult with any
individuals of its or the Executive's choice regarding its or the Executive's agreement to the provisions contained herein, including legal counsel
of its or the Executive's choice, and any decision not to was the Executive's or its alone and (c) it or the Executive is entering into this
Agreement of its or the Executive's own free will, without coercion from any source, based upon its or the Executive's own independent
judgment.
6.8 Interpretation; Construction. The parties and their respective legal counsel actively participated in the negotiation and drafting of this
Agreement, and in the event of any ambiguity or mistake herein, or any dispute among the parties with respect to the provisions hereto, no
provision of this Agreement shall be construed unfavorably against any of the parties on the ground that the Executive, it, or the Executive's or
its counsel was the drafter thereof. As used in this Agreement, unless the context otherwise requires: (a) the terms defined herein shall have
the meanings set forth herein for all purposes; (b) references to "Section" are to a section hereof; (c) "include," "includes," and "including" are
deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import; (d) "hereof,"
"herein," "hereunder," and comparable terms refer to the entirety of this Agreement and not to any particular section or other subdivision hereof
or exhibit hereto; (e) references to any gender include references to all genders; (f) references to any agreement or other instrument or statute
or regulation are referred to as amended or supplemented from time to time (and, in the
24