GNC 2012 Annual Report Download - page 128

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(e) Claim: any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation,
whether instituted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such
action, suit or proceeding, whether civil, criminal, administrative, investigative or other.
(f) Expenses: include attorneys' fees and all other costs, expenses and obligations paid or incurred m
connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a
witness in or participate in, any Claim relating to any Indemnifiable Event.
(g) Indemnifiable Event: any event or occurrence related to the fact that Indemnitee is or was a director,
officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise,
or by reason of anything done or not done by Indemnitee in any such capacity.
(h) Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of
Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity
agreements).
(i) Permitted Holders: Ares Corporate Opportunities Fund II, L.P., Ares Management, Inc., Ares
Management LLC and Ontario Teachers' Pension Plan Board.
(j) Potential Change in Control: shall be deemed to have occurred if (i) the Company enters into an
agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the
Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in
Control; or (iii) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has
occurred.
(k) Reviewing Party: any person or body consisting of a member or members of the Board or any other
person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or
Independent Legal Counsel.
(l) Voting Securities: any securities of the Company, the holders of which vote generally in the election of
directors.
2. Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of)
an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but to
any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of
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