GNC 2010 Annual Report Download - page 228

EXHIBIT A
Definition of Change of Control
For purposes of this Agreement, a "Change of Control" means, and shall be deemed to have occurred upon the occurrence of, any one of
the following events:
(i) the acquisition (including any acquisition through purchase, reorganization, merger, consolidation or similar transaction) in one or more
transactions by any individual, entity (including any employee benefit plan or any trust for an employee benefit plan) or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (for purposes of this definition only, a "Person"), other than any acquisition by any
Permitted Holder or any of its Related Parties or a Permitted Group, of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of shares or other securities (as defined in Section 3(a)(10) of the Exchange Act) representing 50% or more of either
(1) the Common Stock or (2) the combined voting power of the securities of GNC entitled to vote generally in the election of directors of the
GNC Board (the "GNC Voting Securities"), in each case calculated on a fully diluted basis after giving effect to such acquisition; provided,
however, that none of the following acquisitions shall constitute a Change of Control as defined in this clause (i): (A) any acquisition by any
Person or group of Persons consisting solely of stockholders of GNC on the Effective Date, (B) any acquisition so long as such acquisition does
not result in any Person (other than any stockholder or stockholders of GNC on the Effective Date), beneficially owning shares or securities
representing 50%, or more of either the Common Stock or GNC Voting Securities, (C) any acquisition, after which the Permitted Holders or their
Related Parties have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the GNC Board; or
(ii) any election has occurred of Persons to the GNC Board that causes two-thirds of the GNC Board to consist of Persons other than
(A) Persons who were members of the GNC Board on the Effective Date and (B) Persons who were nominated for elections as members of the
GNC Board at a time when two-thirds of the GNC Board consisted of Persons who were members of the GNC Board on the Effective Date;
provided, however, that any Person nominated for election by a GNC Board at least two-thirds of whom constituted Persons described in
clauses (A) or (B) or by Persons who were themselves nominated by such GNC Board shall, for this purpose, be deemed to have been
nominated by a GNC Board composed of Persons described in clause (A); or
(iii) approval by the stockholders of GNC of (A) a complete liquidation or dissolution of GNC or the Company or (B) the sale or other
disposition (other than a merger or consolidation) of all or substantially all of the assets of GNC and its subsidiaries, taken as a whole, to any
Person other than a Permitted Holder or a Related Party of a Permitted Holder; or
(iv) the Company ceases to be a direct or indirect wholly owned subsidiary of GNC.
For purposes of this definition, the following terms shall have the following meanings:
(1) "Ares" means Ares Corporate Opportunities Fund II, L.P. A-1