GNC 2009 Annual Report Download - page 204

EXHIBIT C
Form of General Release and Waiver
THIS GENERAL RELEASE AND WAIVER (this "Release") is entered into effective as of , 20 ,
by Joseph M. Fortunato (the "Executive") in favor of GNC Acquisition Holdings Inc. ("Holdings") and General Nutrition Centers, Inc. ("Centers,"
and together with Holdings, referred to herein as "GNC").
1. Confirmation of Termination. The Executive's employment with Centers is terminated as of , 20 (the
"Termination Date"). The Executive acknowledges that the Termination Date is the termination date of his employment for purposes of
participation in and coverage under all benefit plans and programs sponsored by or through Centers. The Executive acknowledges and agrees
that Centers shall not have any obligation to rehire the Executive, nor shall GNC have any obligation to consider him for employment, after the
Termination Date. The Executive agrees that he will not seek employment with GNC at any time in the future.
2. Resignation. Effective as of the Termination Date, the Executive hereby resigns as an officer and director of Holdings, Centers and any
of their Affiliates (as defined in the Employment Agreement, effective as of March 16, 2007, by and among Centers, Holdings and the Executive
(the "Employment Agreement")) and from any such positions held with any other entities at the direction of, or as a result of the Executive's
affiliation with, GNC or any of its Affiliates. The Executive agrees to promptly execute and deliver such other documents as GNC shall
reasonably request to evidence such resignations. In addition, the Executive hereby agrees and acknowledges that the Termination Date shall
be date of his termination from all other offices, positions, trusteeships, committee memberships and fiduciary capacities held with, or on behalf
of, GNC or any of its Affiliates.
3. Termination Benefits. Assuming that the Executive executes this Release and does not revoke it within the time specified in Section 10
below, then, subject to Section 9 below, the Executive will be entitled to the payments and benefits (subject to taxes and all applicable
withholding requirements) set forth under Section 4.3(d) of the Employment Agreement (the "Termination Benefits").
4. General Release and Waiver. In consideration of the Termination Benefits, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the Executive for himself and for his heirs, executors, administrators, trustees, legal representatives and
assigns (collectively, the "Releasors"), hereby releases, remises, and acquits (a) GNC, and any Company Party (as defined in the Employment
Agreement) and all of their respective past, present, and future subsidiaries, divisions, affiliates and related business entities, any of their
successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present, and/or future directors,
officers, fiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, investors, legal representatives and employees,
acting on behalf of GNC or any Company Party, and (b) the Sponsor (as defined in the Employment Agreement) and any of its successors and
assigns or assets, and any of its present, and/or future directors, officers, fiduciaries, agents, trustees, administrators, managers,
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