GNC 2012 Annual Report Download - page 126

Download and view the complete annual report

Please find page 126 of the 2012 GNC annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 145

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145

Exhibit 10.15
FORM OF
INDEMNIFICATION AGREEMENT(1)
AGREEMENT, executed this [Note 2], among GNC Acquisition Holdings Inc., a Delaware corporation (the
"Company"), and [Note 1] (the "Indemnitee"), and, with respect to its guarantee set forth on the signature pages hereto only, General
Nutrition Centers, Inc. a Delaware corporation ("Centers") and wholly owned subsidiary of the Company.
WHEREAS, it is essential to the Company to retain and attract the most capable persons available as directors and
officers of the Company and its subsidiaries (including Centers);
WHEREAS, Indemnitee is a director of the Company and Centers;
WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability to enhance
Indemnitee's continued service to the Company and its subsidiaries in an effective manner, the increasing difficulty in obtaining
satisfactory director and officer liability insurance coverage, and in part to provide Indemnitee with specific contractual assurance that
indemnification will be available to Indemnitee (regardless of, among other things, any change in the composition of the Board or
acquisition transaction relating to the Company), the Company and Centers wish to provide in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in
this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors'
and officers' liability insurance policies,
NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company and its
subsidiaries (including Centers) directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Certain Definitions.
(a) Affiliate: as to any person, any other person, directly or indirectly, controlling or controlled by or under
direct or indirect common control with such specified person. For the purposes of this definition, "control" 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" have meanings correlative to the
foregoing.
(b) beneficial owner: as defined in Rules 13d-3 and 13d-5 under Securities Exchange Act of 1934, as
amended (the "Exchange Act"), except that a person shall be deemed to have beneficial ownership of all shares that such person has
the right to acquire, whether such
(1) This Form of Indemnification Agreement is supplemented by the individual information referenced in the Schedule at the end of
this Exhibit.