GNC 2010 Annual Report Download - page 214

Executive, from any and all officer and/or director positions that the Executive, immediately prior to such termination, (a) held with the Company
or any of its Affiliates and (h) held with any other entities at the direction of, or as a result of the Executive's affiliation with, the Company or any
of its Affiliates. If for any reason this Section 4.5 is deemed to be insufficient to effectuate such resignations, then Executive will, upon the
Company's request, execute any documents or instruments that the Company may deem necessary or desirable to effectuate such
resignations. In addition, the Executive hereby designates the Secretary or any Assistant Secretary of the Company and of any Affiliate to
execute any such documents or instruments as the Executive's attorney-in-fact to effectuate such resignations if execution by the Secretary or
any Assistant Secretary of the Company or Affiliate is deemed by the Company or the Affiliate to be a more expedient means to effectuate such
resignation or resignations.
4.6 Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, the parties mutually desire to avoid adverse tax
consequences associated with the application of Section 409A of the Code to this Agreement and agree to cooperate fully and take appropriate
reasonable actions to avoid any such consequences under Section 409A of the Code, including delaying payments and reforming the form of
the Agreement if such action would reduce or eliminate taxes and/or interest payable as a result of Section 409A of the Code. In this regard,
notwithstanding anything to the contrary in this Section 4, to the extent necessary to comply with Section 409A of the Code, any payment
required under this Section 4 shall be deferred for a period of six (6) months, regardless of the circumstances giving rise to or the basis for
such payment.
5. Confidentiality, Work Product and Non-Competition and Non-Solicitation.
5.1 Confidentiality.
(a) In connection with the Executives employment with the Company, the Company promises to provide the Executive with access to
"Confidential Information" (as defined in Section 5.4(d) hereof) in support of the Executive's employment duties. The Executive recognizes that
the Company's business interests require a confidential relationship between the Company and the Executive and the fullest practical
protection and confidential treatment of all Confidential Information. At all times, both during and after the Employment Period, the Executive
shall not directly or indirectly: (i) appropriate. download, print, copy, remove, use, disclose, divulge, communicate or otherwise "Misappropriate"
(as defined in Section 5.4(e) hereof) any Confidential Information, including, without limitation. originals or copies of any Confidential
Information, in any media or format, except for the Company's benefit within the course and scope of the Executive's employment or with the
prior written consent of the Chief Executive Officer; or (ii) take or encourage any action that would circumvent, interfere with or otherwise
diminish the value or benefit of the Confidential Information to any of the Company Parties (as defined in Section 5.4(b) hereof).
(b) All Confidential Information, and all other information and property affecting or relating to the business of the Company Parties within
the Executive's possession, custody or control, regardless of form or format, shall remain, at all times, the property of the
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