GNC 2010 Annual Report Download - page 208

(d) With respect to any shams of Common Stock held by the Executive that am vested as of the date of termination pursuant to this
Section 4.2 (or issued pursuant to the exercise of options following such date of termination pursuant to Section 4.2(c) hereof), for the two
hundred seventy (270)-day period following such date of termination, the Company (or its designee) shall have the right to purchase from the
Executive or the Executive's beneficiary, as applicable, and the Executive or the Executive's beneficiary hereby agrees to sell any or all such
shares to the Company (or the Company's designee) for an amount equal to the product of (i) the per share current fair market value of a share
of Common Stock (as determined by the Board in good faith) and (ii) the number of shares so purchased.
4.3 Termination by the Company Without Cause or Resignation by the Executive For Good Reason.
(a) The Company may terminate the Executive's employment without "Cause" (as defined in Section 4.3(g)), and thereby terminate the
Executive's employment (and the Employment Period) under this Agreement at any time with no requirement for notice to the Executive.
(b) The Executive may resign, and thereby terminate the Executive's employment (and the Employment Period), at any time for "Good
Reason" (as defined in Section 4.3(f) hereof), upon not less than sixty (60) days' prior written notice to the Company specifying in reasonable
detail the reason therefore; provided, however, that the Company shall have a reasonable opportunity to cure any such Good Reason (to the
extent possible) within sixty (60) days after the Company's receipt of such notice: and provided further that, if the Company is not seeking to
cure, the Company shall not be obligated to allow the Executive to continue working during such period and may, in its sole discretion,
accelerate such termination of employment (and the Employment Period) to any date during such period.
(i) Executive may not terminate employment under this Agreement for Good Reason regarding any of the Company's acts or
omissions of which Executive had actual notice for sixty (60) days or more prior to giving notice of termination for Good Reason.
(ii) A. determination of whether the Executive legitimately has Good Reason for termination of the Executive's employment under this
Agreement, and of whether the Company has effectively cured and thus eliminated the grounds for such Good Reason, shall be made only by
the Chief Executive Officer of the Company (the "Chief Executive Officer'), within the Chief Executive Officer's sole judgment and discretion,
acting in good faith after having met with the Company's Vice President of Human Resources.
(c) In the event the Executive's employment is terminated pursuant to this Section 4.3, then, subject to Section 4.3(d) hereof, the
following provisions shall apply:
(i) The Company shall continue to pay the Executive the Ease Salary to which the Executive would have been entitled pursuant to
Section 3.1 hereof (at the Base Salary rate during the year of termination) had the Executive remained in the employ of the Company until the
expiration of the Employment Period in effect immediately prior to the date of termination, with all such amounts payable in accordance with the
Company's normal payroll 5