GNC 2014 Annual Report Download - page 105

releases, remises, and acquits GNC, and each of the Company Parties (as defined in the Employment Agreement, the singular of
which, as used in the Employment Agreement and herein, shall be referred to as a “Company Party”) and all of their respective past,
present, and future subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee
benefit plans or funds, and any of its or their respective past, present, and/or future directors, officers, employees, fiduciaries, agents,
trustees, administrators, managers, supervisors, shareholders, investors, legal counsel and any other representatives acting on behalf of
the Company or any Company Party (each a “Releasee”) from any and all claims, known or unknown, matured or unmatured, which
the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any
such Releasee may have to the Executive, whether denominated claims, demands, causes of action, obligations, damages or liabilities
arising from any and all bases, however denominated (collectively “Claims”), including but not limited to the Age Discrimination in
Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act
of 1993, as amended, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, Section 1981 of the Civil
Rights Act of 1866, as amended, the Equal Pay Act, as amended, the Immigration Reform and Control Act of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Sarbanes-Oxley Act of 2002, as amended, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and
Consumer Protection Act, the Pennsylvania Business Corporation Law and/or Delaware General Corporation Law, each as applicable
and as amended, the Pennsylvania Human Relations Act, as amended, the Pennsylvania Equal Pay Law, as amended, or any other
Federal, state, or local securities, employment or other law, any common law, public policy, contract (whether oral or written, express
or implied), except as expressly excluded below, or tort law, and any other local, state or Federal law, regulation or ordinance having
any bearing whatsoever on the terms and conditions of the Executive’s employment and/or the cessation thereof.
(b) Notwithstanding the foregoing, this Release shall not apply to: (i) the Company’s obligations to provide the
Executive with the severance payments and benefits to which the Executive is entitled under this Release, as set forth in Exhibit A to
this Release, in accordance with its terms and conditions; (ii) the Company’s and/or its insurers’ obligation(s) to provide the Executive
indemnification, defense, advancement or reimbursement of expenses to which the Executive is or would be entitled under applicable
public law, the Company’s indemnification pursuant to any provisions of the Company’s, Holdings’, or any of their respective
Affiliates’ certificate of incorporation, bylaws, or other governing documents, any contract, or any directors and officers liability
insurance policies maintained by or for the benefit of any of the foregoing; (iii) any vested, nonforfeitable benefits to which the
Executive may be entitled pursuant to any “employee pension benefit plan” (as such term is defined under ERISA) or the Plan (and the
individual grant agreements applicable to the Executive thereunder) maintained by the Company from time to time during the period of
the Executive’s employment with the Company in which the Executive has participated and under which the Executive has accrued
and become vested in any benefits; or (iv) claims for compensation for injuries that are subject to and compensable solely under the
Workers Compensation Law (all items referenced in clauses (i) through (iv) herein, collectively, “Excluded Claims”). This Release
covers any and all claims arising from or relating to the Executive’s employment relationship with the Company and all other of the
Executive’s service relationships with Holdings and each of its Affiliates, including as a result of the termination of such relationships.
The Executive further agrees, promises and covenants that, to the maximum extent permitted by law neither the Executive, nor any
person, organization, or other entity acting on the Executive’s behalf has filed or will file, charged or will charge, claimed or will claim,
sued or will sue, or caused or will cause or permitted or will permit to be filed, charged or claimed, any action for damages or other
relief (including injunctive, declaratory, monetary or other relief) against the Releasees with respect to any Claims other