GNC 2010 Annual Report Download - page 202

capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify
such person against such liability under the provisions of this Article VIII.
Section 9 Certain Definitions. For purposes of this Article VIII, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director
or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would
have with respect to such constituent corporation if its separate existence had continued. The term "another enterprise" as used in this
Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such
person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references
to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the
request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article VIII.
Section 10 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 11 Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding
(or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of
the Corporation.
Section 12 Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those
conferred in this Article VIII to directors and officers of the Corporation.16