GNC 2010 Annual Report Download - page 217

the Company Parties (including any independent contractor or consultant), to cease or leave their employment or contractual or consulting
relationship with any Company Party, regardless of whether the Executive initiates contact for such purposes or (B) hire, employ or otherwise
attempt to establish, for any Person, any employment, agency, consulting, independent contractor or other business relationship with any
Person who is or was employed or otherwise retained by any of the Company Parties (including any independent contractor or consultant).
(c) The parties hereto acknowledge and agree that, notwithstanding anything in Section 5.3(h)(i) hereof, (i) the Executive may own or
hold, solely as passive investments, securities of Persons engaged in any business that would otherwise be included in Section 5.3(b)(i), as
long as with respect to each such investment the securities held by the Executive do not exceed five percent (5%) of the outstanding securities
of such Person and such securities are publicly traded and registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and (ii) the Executive may serve on the board of directors (or other comparable position) or as an officer of any entity at
the request of the Board; provided, however, that in the case of investments otherwise permitted under clause (i) above, the Executive shall not
be permitted to, directly or indirectly, participate in, or attempt to influence, the management, direction or policies of (other than through the
exercise of any voting rights held by the Executive in connection with such securities), or lend the Executive's name to, any such Person.
(d) The Executive acknowledges and agrees that, for purposes of this Section 5.3, indirect acts by the Executive shall include, without
limitation, an act by the Executive's spouse, ancestor, lineal descendant, lineal descendant's spouse, sibling or other member of the Executive's
immediate family.
(e) The Executive acknowledges that (i)the restrictive covenants contained in this Section 5.3 hereof are ancillary to and part of an
otherwise enforceable agreement; such being the agreements concerning Confidential Information and other consideration as stated in this
Agreement, (ii) at the time that these restrictive covenants are made, the limitations as to time, geographic scope and activity to be restrained,
as described herein, are reasonable and do not impose a greater restraint than necessary to protect the good will and other legitimate business
interests of the Company, including without limitation, Confidential Information (including trade secrets), client, customer and/or vendor
relationships, client and/or customer goodwill and business productivity, (iii) in the event of termination of the Executive's employment, the
Executive's experiences and capabilities are such that the Executive can obtain gainful employment without violating this Agreement and
without the Executive incurring undue hardship, (iv) based on the relevant benefits and other new consideration provided for in this Agreement,
including without limitation, the disclosure and use of Confidential Information, the restrictive covenants of this Section 5.3, as applicable
according to their terms, shall remain in full force and effect even in the event of the Executive's involuntary termination from employment, with
or without Cause and (v) the Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon
the Executive by this Agreement and consents to the terms of the restrictive covenants in this Section 5.3, with the knowledge that this
Agreement may be terminated at any time in accordance with the provisions hereof.
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