GNC 2010 Annual Report Download - page 211

at the time of such determination (the "Accounting Firm"), which Accounting Firm shall provide detailed supporting calculations to the Executive
and the Company within fifteen (15) business days of the receipt of notice from the Company or the Executive that there will be a Payment that
the Person giving notice believes may be subject to the Excise Tax. All fees and expenses of the Accounting Firm shall be borne by the
Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive in determining whether a Payment
Reduction is required and the amount thereof (subject to Sections 43(e)(ii) and (iii)), in the absence of material mathematical or legal error.
(ii) As a result of uncertainty in the application of Section 4999 that may exist at the time of the initial determination by the Accounting
Firm, it may be possible that in making the calculations required to be made hereunder, the Accounting Firm shall determine that a Payment
Reduction need not be made that properly should be made (an "Overpayment") or that a Payment Reduction not properly needed to be made
should be made (an "Underpayment"). If, within seventy-five (75) days after the Accounting Firm's initial determination under Section 4.3(e)(i),
the Accounting Firm shall determine that an Overpayment was made, any such Overpayment shall be treated for all purposes, to the extent
practicable and subject to applicable law, as a loan to the Executive with interest at the applicable Federal rate provided for in Section 1274(d)
of the Code and shall be repaid by the Executive to the Company within thirty-five (35) days after the Executive receives notice of the
Accounting Firm's determination; provided, however, that the amount to be repaid by the Executive to the Company either as a loan or
otherwise as a lump sum payment (where a loan is not practicable or permitted by law) shall be reduced to the extent that any portion of the
Overpayment to be repaid will not be offset by a corresponding reduction in tax by reason of such repayment of the Overpayment. If the
Accounting Firm shall determine that an Underpayment was made, any such Underpayment shall be due and payable by the Company to the
Executive within thirty-five (35) days after the Company receives notice of the Accounting Firm's determination.
(iii) The Executive shall give written notice to the Company of any claim by the Internal Revenue Service that, if successful, would
require the payment by the Executive of an Excise Tax, such notice to be provided within fifteen (15) days after the Executive shall have
received written notice of such claim. The Executive shall cooperate with the Company in determining whether to contest or pay such claim and
shall not pay such claim without the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed.
(iv) This Section 4.3(e) shall remain in full force and effect following the termination of the Executive's employment for any reason
until the expiration of the statute of limitations on the assessment of taxes applicable to the Executive for all periods in which the Executive may
incur a liability for taxes (including Excise Taxes), interest or penalties arising out of the operation of this Agreement.
(f) For purposes of this Agreement, the Executive would be entitled to terminate the Executive's employment for "Good Reason" if without
the Executive's prior written consent: 8