GNC 2010 Annual Report Download - page 212

(i) the Company fails to comply with any material obligation imposed by this Agreement;
(ii) the Company changes the Executive's position from that of a Senior Vice President; provided, however, that (A) a change in the
Executive's duties or responsibilities without a change in the Executive's position as a Senior Vice President shall not constitute Good Reason
and (B) nothing herein shall prohibit the Company from changing the Executive's specific title as a Senior Vice President, notwithstanding the
specific title set forth in Section 1.1 hereof, based upon the Company's needs from time to time; or
(iii) the Company effects a reduction in the Executive's Base Salary, unless all executives at the same level as the Executive receive a
substantially similar reduction in base salary.
(g) For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following events, and the Company shall
have the sole discretion to determine the existence of Cause:
(i) a failure by the Executive to comply with any obligation under this Agreement;
(ii) the Executive's being indicted for (A) any felony or (B) any misdemeanor that causes or is likely to cause harm or embarrassment
to the Company or any of its Affiliates, in the reasonable judgment of the Board;
(iii) theft, embezzlement or fraud by the Executive in connection with the performance of the Executive's duties hereunder;
(iv) the Executive's engaging in any activity that gives rise to a material conflict with the Company or any of its Affiliates;
(v) the misappropriation by the Executive of any material business opportunity of the Company or any of its Affiliates;
(vi) any failure to comply with, observe or carry out the Company's rules, regulations, policies and codes of ethics and/or conduct
applicable to its employees generally and in effect from time to time, including (without limitation) those regarding conflicts, potential conflicts of
interest or the appearance of a conflict of interest;
(vii) any failure to comply with, observe or carry out the rules, regulations, policies, directions, codes of ethics and/or conduct and
restrictions established or approved by the Board from time to time for senior executive officers of the Company, including (without limitation)
those regarding conflicts, potential conflicts of interest or the appearance of a conflict of interest;
(viii) substance abuse or use of illegal drugs that, in the reasonable judgment of the Board, (A) impairs the Executive's performance of
the Executive's duties 9