GNC 2010 Annual Report Download - page 210

(vi) With respect to outstanding options and other equity-based awards held by the Executive as of the date of termination pursuant to
this Section 4.3, (A) any such options that are 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 (B) any such options that are vested
and exercisable as of such date of termination shall expire immediately following the expiration of the ninety (90)-day period following such date
of termination.
(vii) With respect to any shares of Common Stock held by the Executive that are vested as of the date of termination pursuant to this
Section 4.3 (or issued pursuant to the exercise of options following such date of termination pursuant to Section 4.3(c)(vi) hereof), for the one
hundred eighty (180)-day period following such date of termination, the Company (or its designee) shall have the right to purchase from the
Executive, and the Executive 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 (A) the per share current fair market value of a share of Common Stock (as determined by the Board in good faith) and (B) the
number of shares so purchased.
(d) As a condition precedent to the Executive's right to receive the benefits set forth in Section 4.3(c) hereof, the Executive agrees to
execute a release of the Company and its respective Affiliates, officers, directors, stockholders, employees, agents, insurers, representatives
and successors from and against any and all claims that the Executive may have against any such Person (as defined in Section 5.4(f) hereof)
relating to the Executive's employment by the Company and the termination thereof, such release to be in form and substance reasonably
satisfactory to the Company.
(e) Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment, vesting, distribution or transfer
by the Company or any successor, or any Affiliate of the foregoing or by any other Person or that any other event occurring with respect to the
Executive and the Company for the Executive's benefit, whether paid or payable or distributed or distributable under the terms of this
Agreement or otherwise (including under any employee benefit plan) (a "Payment") would he subject to or result in the imposition of the excise
tax imposed by Section 4999 of the Code (and any regulations or guidance promulgated or issued thereunder, any successor provision, and
any similar provision of state or local income tax law) (collectively, the "Excise Tax"), then the amount of the Payment shall be reduced to the
highest amount that may be paid by the Company or other entity without subjecting any such Payment to the Excise Tax (the "Payment
Reduction"). The Executive shall have the right to designate those payments or benefits that shall be reduced or eliminated under the Payment
Reduction to avoid the imposition of the Excise Tax, subject to the confirmation of the Accounting Firm (as defined herein) with respect to the
intended effect thereof.
(i) Subject to the provisions of Section 4.3(e)(ii), all determinations required to be made under this Section 4.3(e), including whether
and when a Payment is subject to Section 4999 and the assumptions to be utilized in arriving at such determination and in determining an
appropriate Payment Reduction, shall be made by PricewaterhouseCoopers LLP, or any other nationally recognized accounting firm that shall
be the Company's outside auditors 7