GNC 2014 Annual Report Download - page 104

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EXHIBIT 10.28
Separation Agreement and Mutual General Release and Waiver
THIS SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE AND WAIVER (this “Release”) is
entered into as of the date this Release is executed by Gerald J. Stubenhofer (the “Executive”), as set forth on the signature page
attached to this Release, in favor of GNC Holdings, Inc., a Delaware corporation (“Holdings”) and General Nutrition Centers, Inc., a
Delaware corporation (the “Company,” and together with Holdings, referred to herein as “GNC”), and, effective as of the Release
Effective Date (as defined below), by GNC in favor of the Executive and the Releasors (as defined below). Unless otherwise expressly
stated in this Release, all capitalized terms used in this Release but not otherwise defined shall have the meaning set forth in that certain
Employment Agreement, dated as of February 29, 2012, by and between the Company and the Executive (the “Employment
Agreement”), and for the avoidance of doubt, this Release constitutes the “Release” defined in Section 4.3(d) of the Employment
Agreement.
1. Confirmation of Termination. The Executive’s employment with the Company is terminated as of November 10,
2014 (the “Separation Date”). The Executive acknowledges that the Separation Date is the termination date of his employment for
purposes of participation in and coverage under all compensation and benefit plans and programs sponsored by or through the
Company or any of its Affiliates, as applicable. The Executive acknowledges and agrees that GNC shall not have any obligation to
rehire the Executive, nor shall GNC have any obligation to consider him for employment, after the Separation Date. The Executive
agrees that he will not seek employment with GNC at any time in the future.
2. Resignation. Effective as of the Separation Date, the Executive hereby resigns as an officer of the Company and all
of its Affiliates, as applicable, and from any such positions held with any other entities at the direction of, or as a result of the
Executive’s affiliation with, the Company or any of its Affiliates. In addition, the Executive hereby agrees and acknowledges that the
Separation Date shall be the date of his termination from all other offices, positions, trusteeships, committee memberships and fiduciary
capacities held with, or on behalf of, Holdings or any of its Affiliates. As of the Separation Date, the Executive shall remove from his
accounts on any social media platform (including, but not limited to, Twitter, Facebook, and LinkedIn) any indication that he is
currently affiliated with GNC and any marks, logos or images associated with GNC or any GNC brand.
3. Separation Benefits. Assuming that the Executive executes this Release and does not revoke it within the time
specified in Section 11 below, then, subject to Section 10 below and the conditions of Section 4.3(c)(vii) of the Employment
Agreement, the Executive will be entitled to certain specified payments and benefits (subject to taxes and all applicable withholding
requirements), the amounts of which, and the timing of payment of which, are (notwithstanding any provisions of the Employment
Agreement to the contrary) in all events as set forth in the attached Exhibit A to this Release, in full satisfaction of all obligations of
Holdings, the Company, and any of their Affiliates to the Executive pursuant to the Employment Agreement or otherwise (the
“Separation Benefits”).
4. General Release and Waiver.
(a) In consideration of the Separation Benefits, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the Executive for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns
(collectively, the “Releasors”), hereby