GNC 2014 Annual Report Download - page 106

than Excluded Claims. This Release covers any relief, no matter how denominated, including, but not limited to, injunctive relief,
wages, back pay, front pay, compensatory damages, or punitive damages.
5. Continuing Executive Covenants; Non-Disparagement.
(a) GNC hereby agrees that, for purposes of Section 5.3(b)(i) and (ii) of the Employment Agreement, and in lieu of
anything contrary contained therein, the term “Restricted Period” shall mean the consecutive 180-day period following the Separation
Date. Except as expressly modified by this Section 5(a), the Executive acknowledges and agrees that he is and shall remain subject to
the obligations and restrictions of Section 5 and 7 of the Employment Agreement, which shall remain in full force and effect for the
periods set forth therein.
(b) The Executive agrees that he will, in the event that GNC becomes involved in any legal action relating to events
which occurred during his employment with GNC, cooperate to the fullest extent possible in the preparation, prosecution, or defense of
GNC’s case, including, but not limited to, the execution of affidavits or documents, testifying, or providing information requested by
GNC, with any such cooperation request to be provided a reasonable period in advance to the Executive, such cooperation not to
unreasonably interfere with the Executive’s duties with any subsequent employer. The Company shall reimburse the Executive for any
reasonable travel expenses the Executive incurs in satisfying his obligations hereunder.
6. No Admission. This Release does not constitute an admission of liability or wrongdoing of any kind by Holdings,
the Company or any of their Affiliates.
7. GNC Release. In consideration of the Executive’s execution and non-revocation of this Release, and for other
good and valuable consideration, receipt of which is hereby acknowledged, and subject to the execution, without revocation by the
Executive, of this Release in accordance with the terms of this Release, effective as of the Release Effective Date, GNC agrees to and
does hereby irrevocably and unconditionally release, acquit and forever discharge the Releasors with respect to and from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action,
suits, rights, demands, costs, losses, debts and expenses of any kind whatsoever, known or unknown, matured or unmatured, whether
in law or equity and whether arising under federal, state or local law, for, upon, or by reason of, any matter, course or thing whatsoever
from the beginning of the world until the date of execution of this Release relating to the Executive’s employment with GNC and any
of its Affiliates, as applicable; provided, however, that nothing herein shall release the Executive from: (a) the Executive’s obligations
or restrictions applicable to the Executive after the Separation Date arising under or referred to in the Employment Agreement and/or
the Plan (and the individual grant agreements applicable to the Executive thereunder), or impair the right or ability of GNC to enforce
such obligations and/or restrictions in accordance with the terms thereof; (b) claims against the Executive in response to claims by third
parties that are not Company Parties involving the Executive’s fraud or willful malfeasance, and (c) claims in response to claims by
third parties that are not Company Parties for which the Executive would not be indemnified under applicable law, any provisions of
the Company’s, Holdings’, or any of its 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.
8. Heirs and Assigns. The terms of this Release shall be binding upon and inure to the benefit of the parties named
herein and their respective successors and permitted assigns.