GNC 2009 Annual Report Download - page 208

"To the extent necessary to effect the Payment Reduction, the Company shall reduce or eliminate the Payments by first reducing or
eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in
reverse order beginning with payments or benefits which are to be paid the farthest in time from the initial determination, subject to the
confirmation of the Accounting Firm (as defined herein) with respect to the intended effect of such Payment Reduction."
5. Section 4.3(f)(iii) of the Employment Agreement is hereby amended in its entirety as follows:
"the Company effects a material reduction in the Executive's Base Salary, unless all executives at the same level as the Executive receive
a substantially similar reduction in base salary."
6. Section 4.4(a)(iii) of the Employment Agreement is hereby amended in its entirety as follows:
"either the Company or the Executive may elect not to extend or further extend the Employment Period pursuant to Section 2.2 hereof,
provided that the Executive shall be required to continue to provide services hereunder through the end of the Employment Period."
7. The last sentence of Section 4.6 of the Employment Agreement is hereby amended in its entirety as follows:
"In this regard, notwithstanding anything to the contrary in this Section 4, to the extent necessary to comply with Section 409A of the
Code, any payment required under this Section 4 shall be deferred for a period of six (6) months, regardless of the circumstances giving
rise to or the basis for such payment, and the Company will make all applicable payments that have accrued during such six (6) month
period, together with interest accrued thereon at the applicable federal rate, in a lump sum to the Executive following the expiration of
such period."
8. Section 6.16(c) of the Employment Agreement is hereby amended in its entirety as follows:
"(c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit;
(ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be
violated with regard to expenses 2