GNC 2011 Annual Report Download - page 192

ARTICLE IX
MISCELLANEOUS
9.1 Amendment or Termination of Plan. The Company may, at any time, direct the Committee to amend or terminate
the Plan, except that no such amendment or termination may reduce a Participant's Account balances. If the Company terminates the
Plan, no further amounts shall be deferred hereunder, and amounts previously deferred or contributed to the Plan shall be fully vested
and shall be paid in accordance with the provisions of the Plan as scheduled prior to the Plan termination. Notwithstanding the
forgoing, to the extent permitted under Code Section 409A and applicable authorities, the Company may, in its complete and sole
discretion, accelerate distributions under the Plan in the event of a "change in ownership" or "effective control" of the Company or a
"change in ownership of a substantial portion of assets" or under such other terms and conditions as may be specifically authorized
under Code Section 409A and applicable authorities.
9.2 Unsecured General Creditor. The benefits paid under the Plan shall be paid from the general funds of the
Company, and the Participant and any Beneficiary or their heirs or successors shall be no more than unsecured general creditors of the
Company with no special or prior right to any assets of the Company for payment of any obligations hereunder. It is the intention of
the Company that this Plan be unfunded for purposes of ERISA and the Code.
9.3 Restriction Against Assignment. The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or entity. No part of a Participant's Accounts shall be liable for the debts,
contracts, or engagements of any Participant, Beneficiary, or their successors in interest, nor shall a Participant's Accounts be subject
to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any
right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner
whatsoever. No part of a Participant's Accounts shall be subject to any right of offset against or reduction for any amount payable by
the Participant or Beneficiary, whether to the Company or any other party, under any arrangement other than under the terms of this
Plan.
9.4 Withholding. The Participant shall make appropriate arrangements with the Company for satisfaction of any
federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable
to the granting, crediting, vesting or payment of benefits under the Plan. There shall be deducted from each payment made under the
Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the
Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or other Compensation)
by the amount of cash sufficient to provide the amount of said taxes.
9.5 Protective Provisions. The Participant shall cooperate with the Company by furnishing any and all information
requested by the Committee, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the
Committee may deem necessary for plan purposes and taking such other actions as may be requested by the Committee. If the
Participant refuses to so cooperate, the Company shall have no further
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