GNC 2010 Annual Report Download - page 201

limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be.
Section 5 Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII,
and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of
Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under
Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that
indemnification of the 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. Neither a contrary determination in the specific case under Section 3 of
this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director
or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this
Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.
Section 6 Expenses Payable in Advance. Expenses (including attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including
attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any,
as the Corporation deems appropriate.
Section 7 Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be
made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person
who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the
provisions of the DGCL, or otherwise.
Section 8 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who 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 any liability asserted against such person and incurred
by such person in any such 15