GNC 2010 Annual Report Download - page 207

Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the
Executive's beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of
termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive's current Base
Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole
discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as
the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the
Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus
targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination
thereof, but in no event later than May 15 of the following year, and in accordance with the Company's normal payroll practices and procedures.
(b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, "Total Disability" shall mean (i) if the Executive is
subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written
determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental
disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive
required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the
immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after
the date of determination, in each case based upon medically available reliable information or (iii) Executive's qualifying for benefits under the
Company's long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this
Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to
a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such
medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such
examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of "Disabled" contained in
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), in any instance in which amounts are paid under this
Agreement as a result of Executive's Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.
(c) With respect to outstanding stock options and other equity-based awards held by the Executive as or the date of termination pursuant
to this Section 4.2. (i) any such options that am not vested or exercisable as of such date of termination shall immediately expire and any such
equity-based awards that are not vested as of such date of termination shall immediately be forfeited and (ii) any such options that are vested
and exercisable as of such date of termination shall expire immediately following the expiration of the one hundred eighty (180)-day period
following such date of termination, 4