GNC 2009 Annual Report Download - page 219

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."
10. The Employment Agreement is hereby amended to insert a new Section 6.16 as follows:
"6.16. Section 409A of the Code.
(a) Although the Company does not guarantee to the Executive any particular tax treatment relating to the payments and benefits under
this Agreement, it is intended that such payments and benefits be exempt from, or comply with, Section 409A of Code and the regulations
and guidance promulgated thereunder (collectively "Code Section 409A"), and all provisions of this Agreement shall be construed in a
manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.
(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from
service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a
"termination," "termination of employment" or like terms shall mean "separation from service."
(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 reimbursed under any arrangement covered by Section 105(b) of the 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.
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