GNC 2009 Annual Report Download - page 214

Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall
be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred.
(d) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be
made within ten (10) days following the date of termination"), the actual date of payment within the specified period shall be within the
sole discretion of Centers.
(e) If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment
shall be treated as a separate payment.
(f) If the Executive is deemed on the date of termination of employment to be a "specified employee", within the meaning of that term
under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by GNC from time to time, or if none, the
default methodology, then:
(i) With regard to any payment, the providing of any benefit or any distribution of equity that constitutes "deferred compensation" subject
to Code Section 409A, payable upon separation from service, such payment, benefit or distribution shall not be made or provided prior to
the earlier of (i) the expiration of the six-month period measured from the date of the Executive's Separation from Service or (ii) the date
of the Executive's death; and
(ii) On the first day of the seventh month following the date of the Executive's Separation from Service or, if earlier, on the date of death,
(x) all payments delayed pursuant to this Section 4.6 (whether they would otherwise have been payable in a single sum or in installments
in the absence of such delay), together with interest accrued thereon at the applicable federal rate, shall be paid or reimbursed to the
Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance
with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section 4.6 shall be made to
the Executive.
(g) In no event whatsoever shall GNC or any of their Affiliates be liable for any additional tax, interest or penalties that may be imposed on
the Executive by Code Section 409A or any damages for failing to comply with Code Section 409A other than for withholding obligations
or other obligations applicable to employers, if any, under Code Section 409A."
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