GNC 2010 Annual Report Download - page 218

5.4 Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) An "Affiliate" of any specified Person means any other Person, whether now or hereafter existing, directly or indirectly controlling or
controlled by, or under direct or indirect-common control with, such specified Person. For purposes hereof, "control" or any other form thereof,
when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative
to the foregoing.
(b) "Company Parties" means the Company, and its direct and indirect parents, subsidiaries and Affiliates, and their successors in
interest.
(c) "Competing Business" means any business that competes with any of the Company Parties, including, without limitation, any
enterprise that engages in, owns or operates businesses that market, sell, distribute, manufacture or otherwise are involved in the nutritional
supplements industry.
(d) Confidential Information.
(i) Definition. "Confidential Information" means any and all material, information, ideas, inventions, formulae, patterns, compilations,
programs, devices, methods, techniques, processes, know how, plans (marketing, business, strategic, technical or otherwise), arrangements,
pricing and other data of or relating to any of the Company Parties (as well as their customers and/or vendors) that is confidential, proprietary or
trade secret (A) by its nature, (B) based on how it is treated or designated by a Company Party, (C) because the disclosure of which would
have a material adverse effect on the business or planned business of any of the Company Parties and/or (D) as a matter of law.
(ii) Exclusions. Confidential Information does not include material, data, and/or information (A) that any Company Party has voluntarily
placed in the public domain, (B) that has been lawfully and independently developed and publicly disclosed by third parties, (C) that constitutes
the general non-specialized knowledge and skills gained by the Executive during the Employment Period or (D) that otherwise enters the public
domain through lawful means; provided, however, that the unauthorized appropriation, use or disclosure of Confidential Information by the
Executive, directly or indirectly, shall not affect the protection and relief afforded by this Agreement regarding such information.
(iii) Inclusions. Confidential Information includes, without limitation, the following information (including without limitation, compilations
or collections of information) relating or belonging to any Company Party (as well as their clients, customers and/or vendors) and created,
prepared, accessed, used or reviewed by the Executive during or after the Employment Period: (1) product and manufacturing information,
such as ingredients, combinations of ingredients and manufacturing processes; (2) scientific and technical information, such as research
and development, tests and test results, formulae and formulations, studies and analysis; (3) financial and cost information, such as
operating and 15