GNC 2010 Annual Report Download - page 213

hereunder or (B) causes or is likely to cause harm or embarrassment to the Company or any of its Affiliates; and
(ix) engagement in conduct that Executive knows or should know is injurious to the Company or any of its Affiliates.
4.4 Termination For Cause. Voluntary Resignation Other Than For Good Reason or Election Not to Extend the Employment Period.
(a) (i) The Company may, upon action of the Board, terminate the employment of the Executive (and the Employment Period) at any time
for "Cause".(ii) the Executive may voluntarily resign other than for Good Reason and thereby terminate the Executive's employment (and the
Employment Period) under this Agreement at any time upon not less than thirty (30)-days' prior written notice or (iii) either the Company or the
Executive may elect not to extend or further extend the Employment Period pursuant to Section 2.2 hereof.
(b) The following provisions shall apply upon termination by the Company for Cause, by the Executive as the result of resignation for
other than for Good Reason, or by the Company or the Executive at the end of the Employment Period as the result of an election not to extend
or further extend the Employment Period:
(i) The Executive shall be entitled to receive all amounts of earned but unpaid Base Salary and benefits accrued through the date of
such termination. Except as provided below, all other rights of the Executive (and all obligations of the Company) hereunder shall terminate as
of the date of such termination.
(ii) With respect to outstanding options and other equity-based awards held by the Executive as of the date of termination pursuant to
this Section 4.4, (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.
(iii) 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 4.4 (or issued pursuant to the exercise of options following such date of termination pursuant to Section 4.4(b)(ii) 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.
4.5 Resignation from Officer Positions. Upon the termination of the Executive's employment for any reason (unless otherwise agreed in
writing by the Company and the Executive), the Executive will be deemed to have resigned, without any further action by the
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