GNC 2010 Annual Report Download - page 206

3.3 Expenses. During the Employment Period, in addition to any amounts to which the Executive may be entitled pursuant to the other
provisions of this Section 3 or elsewhere herein, the Executive shall be entitled to receive reimbursement from the Company for all reasonable
and necessary expenses incurred by the Executive in performing the Executive's duties hereunder on behalf of the Company, subject to, and
consistent with, the Company's policies for expense payment and reimbursement, in effect from time to time.
3.4 Fringe Benefits. During the Employment Period, in addition to any amounts to which the Executive may be entitled pursuant to the
other provisions of this Section 3 or elsewhere herein, the Executive shall be entitled to participate in, and to receive benefits under, (a) any
benefit plans, arrangements or policies made available by the Company to its employees generally, subject to and on a basis consistent with
the terms, conditions and overall administration of each such plan, arrangement or policy and (b) without limiting the foregoing, the benefits set
forth on Exhibit B attached hereto.
3.5 Stock Options.
(a) The Company shall recommend to the Compensation Committee of GNC that the Executive be granted non-qualified options under
the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan (the "Plan") to purchase a total of 125,000 shares of Class A Common Stock, par
value $0.001 per share, of GNC (the "Common Stock") with a per share exercise price equal to (i) the fair market value of the Common Stock
on the date of grant, as determined by the GNC Compensation Committee, or other Committee under the Plan (as defined therein), with
respect to one-half of such grant and (ii) 150% of such fair market value with respect to one-half of such grant. The options shall have a term of
ten (10) years from the date of grant. The options shall become vested and exercisable in equal installments of 20% on each anniversary of the
date of grant, subject to the Executive's employment with the Company. Except as otherwise provided herein, the options shall be subject to the
terms and conditions of the Plan and the form of option agreement applicable for other senior executives of the Company approved by the
Committee under the Plan.
(b) During the Employment Period and subject to the approval of the Compensation Committee and the GNC Compensation Committee,
or other Committee under the Plan, the Executive shall be eligible to participate in and be granted awards under the Plan.
4.
Termination.
4.1 General. The employment of the Executive hereunder (and the Employment Period) shall terminate as provided in Section 2 hereof,
unless earlier terminated in accordance with the provisions of this Section 4.
4.2 Death or Disability of the Executive.
(a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and
(ii) at the option of the Company, upon not less than fifteen (15) days' prior written notice to the Executive or the Executive's personal
representative or guardian, if the Executive suffers a "Total Disability" (as defined in
3