GNC 2010 Annual Report Download - page 200

Section 2 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 3 Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is
proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or
(ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be
made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the
Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.
Section 4 Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have
acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with
respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's
action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the
officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this
Section 4 shall not be deemed to be exclusive or to 14