Common use of Death or Disability of the Executive Clause in Contracts

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s his personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereofbelow). Upon termination for death or Total Disability, subject the Company shall pay to reduction the Executive, guardian or personal representative, as the case may be (reduced by any benefits paid or payable to the Executive, the Executive’s his beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination), (Ai) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in (without giving effect immediately prior to any further extensions pursuant to Section 2.2 hereof) and (ii) subject to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive he worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any The bonus shall be payable as soon as reasonably practicable in full within forty-five (45) days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty days (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) 15 days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current continued Base Salary at its then current level for the remainder lesser of (x) six months or (y) until the expiration of the Employment Period in effect immediately prior then-remaining Term (as it may then have been extended but without regard to the date of termination possible future extensions), and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 3.2(a) hereof (based on the period Employment Period of actual employmentemployment during the fiscal year in which termination occurs) that to which the Executive would have been entitled to entitled, if any, had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for occurred (the year of such termination“Prorated Bonus”). Any bonus The continued Base Salary and Prorated Bonus pursuant to this Section 4.2(a) shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and paid in accordance with the Company’s normal payroll practices and proceduresprocedures in the same manner and at the same time as though the Executive remained employed by the Company. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean mean: (i) if the Executive is subject to a legal decree of incompetency from a court of competent jurisdiction (the date of such decree being deemed the date on which such disability occurred), ; (ii) the written determination by a physician selected by the Company that, that because of a medically determinable disease, injury or other physical or mental disabilityillness or impairment, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required herebyhereby for a period 90 consecutive days, and that such disability has lasted for ninety (90) consecutive or 120 days or within any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information 12 month period; or (iii) Executive’s qualifying the insurer of the disability insurance portion of the Life/Disability Policies giving written notice that the Executive has qualified to receive disability insurance payments for benefits the balance of the Term under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Life/Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the CodePolicies.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (ix) the death of the Executive and (iiy) at the option of the Company, upon not less than fifteen (15) 15 days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b4.2(c) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, : (Ai) the The Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current continued Base Salary at its then current level for the remainder a period of the Employment Period in effect immediately prior to the date of termination and 24 months. (Bii) subject further to the sole discretion of the Board or the Compensation Committee, the The Company may also shall pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that to which the Executive would have been entitled to had the Executive worked the full fiscal year during which the termination occurred, provided that bonus targets are met based on the actual level of achievement of the applicable goals for the year of such terminationfiscal year. Any bonus due as a result of the preceding sentence shall be payable as soon as reasonably practicable following paid in a lump sum at the determination thereof, but time and in no event later than May 15 of the following year, and manner specified in Section 3.2. The continued Base Salary pursuant to this Section 4.2(a) shall be paid in accordance with the Company’s normal payroll practices and proceduresprocedures in the same manner and at the same time as though the Executive remained employed by the Company. (b) Subject The Executive agrees to take all actions as may be reasonably requested by the last sentence Company in connection with the purchase and maintenance by the Company of this Section 4.2(b)life insurance policies on the Executive maintained by the Company for the sole benefit of the Company, for including submitting to a physical examination. (c) For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) 90 consecutive days or any one hundred twenty (120) 120 days during the immediately preceding twelve (12)-month 12-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case case, based upon medically available reliable information or (iii) Executive’s qualifying the Executive qualifies for benefits for the balance of the Term under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s 's personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s 's beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of terminationtermination (provided, however, that no such reduction shall be made for any benefits paid upon the Executive's death under the Company's life insurance policy), (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s 's current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s 's normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “"Total Disability” " shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s 's qualifying for benefits under the Company’s 's long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (ai) The employment of the Executive hereunder (and the Employment Period) shall terminate (A) upon (i) the death of the Executive Executive, and (iiB) at the option of the Company, upon not less than fifteen thirty (1530) days’ days prior written notice to the Executive or the Executive’s his personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b5(c)(ii) hereofbelow). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, ’s guardian or personal representative, as the case may be, in addition to any insurance or disability benefits to which he may be entitled hereunder, the “Accrued Rights” (as defined in Section 5(h) hereof). Notwithstanding the foregoing, to the extent that the payment of any amount under this Section 5(c) on account of the Executive’s current Base Salary Total Disability is deemed to constitute deferred compensation for the remainder purposes of Section 409A of the Employment Period in effect immediately prior to the date of termination Code, and (Bsuch Total Disability does not constitute a “disability” under Section 409A(a)(2)(C) subject further to the sole discretion of the Board or Code, then payment of such amount shall be deferred and made on the Compensation Committee, first business day following the Company may also pay to expiration of the six (6) month period following the Executive, guardian or personal representative, ’s Separation from Service (as the case may be, a prorated share of the Annual Bonus pursuant to defined in Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures6(j)). (bii) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (iA) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (iiB) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, perform each of the material duties of the Executive required hereby, and that such disability has lasted for the immediately preceding ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or and is, as of the date of determination, reasonably expected to last an additional six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iiiC) Executive’s qualifying qualification by the Executive for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 3.2(b) hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that which bonus targets are met shall be based on actual performance of the Company for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May April 15 of the following yearyear (unless administratively impracticable to do so because the Company’s results for the applicable year had not yet been finalized), and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company and acceptable to Executive (which acceptance shall not be unreasonably withheld), (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee Company reasonably determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s his personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(bSECTION 4.2(B) hereofbelow). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, be (reduced by any benefits paid or payable to the Executive’s , his beneficiaries or estate under any Company-sponsored disability benefit plan; provided, however, that no such reduction shall be made for any benefits paid upon the Executive's death under the Company's life insurance policy), (i) the Executive's current Base Salary for the remainder of the Employment Period in (without giving effect immediately prior to the date of termination any further extensions pursuant to SECTION 2.2 hereof) and (Bii) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section SECTION 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive he worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any The bonus shall be payable as soon as reasonably practicable in full within forty-five (45) days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s 's normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “"Total Disability” " shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty days (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) Executive’s 's qualifying for benefits under the Company’s 's long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s 's personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s 's beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s 's current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s 's normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “"Total Disability” " shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s 's qualifying for benefits under the Company’s 's long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and or, (ii) at the option of the CompanyGNC, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” Disability (as defined in Section 4.2(b4.2(c)). (b) hereof). Upon termination for death or Total DisabilityIn the event the Executive’s employment is terminated pursuant to this Section 4.2, then, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any CompanyCenters-sponsored disability benefit plan program or policy for the period following such date of terminationtermination (provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under Centers’ life insurance policy), the following provisions shall apply: (Ai) the Company Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, (A) any accrued but unpaid Base Salary paid in accordance with Centers’ normal payroll practices and procedures, (B) any accrued but unpaid Annual Bonus, if any, with respect to the fiscal year prior to the year in which termination occurs, paid in accordance with Section 3.2 (the “Accrued Bonus”), (C) payment for any accrued but unpaid Perquisites in accordance with Centers’ normal payroll practices and policies, (D) payment for any accrued but unused vacation in accordance with Centers’ normal payroll practices and policies, and (E) reimbursement of expenses in accordance with Section 3.3 (collectively, “Accrued Obligations”); (ii) Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, a lump sum payment equal to the sum of (x) the Executive’s current Base Salary for and (y) the remainder annualized value of the Employment Period Perquisites as determined in effect immediately prior to good faith by the date Accounting Firm (as defined in Section 4.3(f)(ii)) using customary valuation methods, payable within thirty (30) days of termination and such termination; (Biii) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets (other than individual targets) are met for the year of such termination. Any termination (any such bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May March 15 of the following year, and in accordance with the Company’s Centers’ normal payroll practices and procedures); and (iv) if (x) the Executive, guardian or personal representative, as the case may be, timely elects continuation coverage (with respect to the Executive’s coverage or any eligible dependent coverage, as applicable) under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA Continuation Coverage”) with respect to Centers’ group health insurance plan and (y) the Executive, guardian or personal representative, as the case may be, continue timely co-payment of premiums at the same level and cost as if the Executive were an employee of Centers (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Centers shall be responsible for payment of the monthly cost of COBRA Continuation Coverage to the same extent it paid for such coverage for the Executive’s coverage or any eligible dependent coverage, as applicable, immediately prior to the date of the termination pursuant to this Section 4.2, such payment to continue for the period permitted by COBRA; provided, however, that if, in the event of termination due to Total Disability, the Executive obtains other employment that offers substantially similar or improved group health benefits, COBRA Continuation Coverage shall cease. (bc) Subject to the last sentence of this Section 4.2(b4.2(c), for purposes of this Agreement, “Total Disability” shall mean means (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company GNC that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable to substantially to perform, with or without reasonable accommodation, the material duties of the Executive required herebyby this Agreement, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) the Executive’s qualifying for benefits under the Company’s Centers long-term disability coverage, if any. In conjunction with determining mental and/or physical disability Total Disability for purposes of this Agreement, the Executive hereby consents to (x) any reasonable examinations that the Holdings Board or the Compensation Committee determines are relevant and reasonably necessary to a determination of whether the Executive is mentally and/or physically disabled Total Disability or are required by the Company GNC’s physician, (y) furnish such medical information as may be reasonably requested and (z) waive (only as to GNC and for the limited purpose of determining Total Disability in accordance with this Agreement, subject to an appropriate confidentiality understanding by GNC) any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b4.2(c), “Total Disability Disability” shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of the Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may shall also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (ix) the death of the Executive and (iiy) at the option of the Company, upon not less than fifteen (15) 15 days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b4.2(c) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, : (Ai) the The Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current continued Base Salary at its then current level for a period of 24 months. The continued Base Salary pursuant to this Section 4.2(a) shall be paid in accordance with the remainder of Company’s normal payroll practices and procedures in the Employment Period in effect immediately prior to same manner and at the date of termination and same time as though the Executive remained employed by the Company. (Bii) subject further to the sole discretion of the Board or the Compensation Committee, the The Company may also shall pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that to which the Executive would have been entitled to had the Executive worked the full fiscal year during which the termination occurred, provided that bonus targets are met based on the actual level of achievement of the applicable goals for the year of such terminationfiscal year. Any bonus due as a result of the preceding sentence shall be payable as soon as reasonably practicable following paid in a lump sum at the determination thereof, but in no event later than May 15 of the following year, time and in accordance with the Company’s normal payroll practices and proceduresmanner specified in Section 3.2. (b) Subject The Executive agrees to take all actions as may be reasonably requested by the last sentence Company in connection with the purchase and maintenance by the Company of this Section 4.2(b)life insurance policies on the Executive maintained by the Company for the sole benefit of the Company, for including submitting to a physical examination. (c) For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) 90 consecutive days or any one hundred twenty (120) 120 days during the immediately preceding twelve (12)-month 12-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case case, based upon medically available reliable information or (iii) Executive’s qualifying the Executive qualifies for benefits for the balance of the Term under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s his personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b5.3(b) hereofbelow). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current in addition to any insurance or disability benefits to which he may be entitled hereunder, all amounts of accrued but unpaid Base Salary for the remainder of the Employment Period in effect immediately prior to and benefits through the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committeesuch termination, the Company may also pay to the Executive, guardian or personal representative, as the case may be, including a prorated share of the Annual Bonus bonus pursuant to Section 3.2 3.2(a) hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive he worked the full year during which the termination death or Total Disability occurred, provided that bonus targets are met for the year of such termination. Any The bonus shall be payable as soon as reasonably practicable in full within forty- five days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, each of the material duties of the Executive required hereby, and that such disability has lasted for the immediately preceding ninety (90) consecutive days or any one hundred twenty days (120) days during the immediately preceding twelve (12)-month period or year and is, as of the date of determination, reasonably expected to last an additional six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any The Base Salary shall be paid in accordance with the Company’s general payroll practices and procedures and any bonus shall be payable as soon as reasonably practicable paid the year following the determination thereof, year the bonus is earned but in no event later than May 15 of the following such year, and in accordance with the Company’s normal general payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination termination, and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and or, (ii) at the option of the CompanyGNC, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” Disability (as defined in Section 4.2(b4.2(c)). (b) hereof). Upon termination for death or Total DisabilityIn the event the Executive’s employment is terminated pursuant to this Section 4.2, then, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any CompanyCenters-sponsored disability benefit plan program or policy for the period following such date of terminationtermination (provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under Centers’ life insurance policy), the following provisions shall apply: (Ai) the Company Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, in each case on the first regular payroll date following the thirtieth (30th) day after the Executive’s date of termination, (A) any accrued but unpaid Base Salary paid in accordance with Centers’ normal payroll practices and procedures, (B) any accrued but unpaid Annual Bonus, if any, with respect to the fiscal year prior to the year in which termination occurs, paid in accordance with Section 3.2 (the “Accrued Bonus”), (C) a lump sum payment for any accrued vacation, and (D) reimbursement of expenses in accordance with Section 3.3 (collectively, “Accrued Obligations”); (ii) Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, a lump sum payment equal to the Executive’s current Base Salary for Salary, payable on the remainder of first regular payroll date that occurs on or after the Employment Period in effect immediately prior to thirtieth (30th)day following the date of termination and termination, unless a later payment date is required in compliance with Section 4.6 hereof; (Biii) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets (other than individual targets) are met for the year of such termination. Any termination (any such bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May March 15 of the year following yearthe year the bonus is earned, and in accordance with the Company’s Centers’ normal payroll practices and procedures); and (iv) if (x) the Executive, guardian or personal representative, as the case may be, timely elects continuation coverage (with respect to the Executive’s coverage or any eligible dependent coverage, as applicable) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA Continuation Coverage”) with respect to Centers’ group health insurance plan and (y) the Executive, guardian or personal representative, as the case may be, continue timely co-payment of premiums at the same level and cost as if the Executive were an employee of Centers (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Centers shall be responsible for payment of the monthly cost of COBRA Continuation Coverage to the same extent it paid for such coverage for the Executive’s coverage or any eligible dependent coverage, as applicable, immediately prior to the date of the termination pursuant to this Section 4.2, such payment to continue for the period permitted by COBRA; provided, however, that if, in the event of termination due to Total Disability, the Executive obtains other employment that offers substantially similar or improved group health benefits, COBRA Continuation Coverage shall cease. (bc) Subject to the last sentence of this Section 4.2(b4.2(c), for purposes of this Agreement, “Total Disability” shall mean means (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company GNC that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable to substantially to perform, with or without reasonable accommodation, the material duties of the Executive required herebyby this Agreement, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) the Executive’s qualifying for benefits under the Company’s Centers long-term disability coverage, if any. In conjunction with determining mental and/or physical disability Total Disability for purposes of this Agreement, the Executive hereby consents to (x) any reasonable examinations that the Holdings Board or the Compensation Committee determines are relevant and reasonably necessary to a determination of whether the Executive is mentally and/or physically disabled Total Disability or are required by the Company GNC’s physician, (y) furnish such medical information as may be reasonably requested and (z) waive (only as to GNC and for the limited purpose of determining Total Disability in accordance with this Agreement, subject to an appropriate confidentiality understanding by GNC) any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b4.2(c), “Total Disability Disability” shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of the Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination termination, and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable in full within forty-five (45) days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that which bonus targets are met shall be based on actual performance of the Company for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May April 15 of the following yearyear (unless administratively impracticable to do so because the Company’s results for the applicable year had not yet been finalized, in which case such Annual Bonus will be paid as soon as administratively practicable), and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company and acceptable to Executive (which acceptance shall not be unreasonably withheld), (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee Company reasonably determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 3.2(b) hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that which bonus targets are met shall be based on actual performance of the Company for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May April 15 of the following yearyear (unless administratively impracticable to do so because the Company’s results for the applicable year had not yet been finalized), and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company and acceptable to Executive (which acceptance shall not be unreasonably withheld), (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In , applicable to its senior executives generally, in conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee Company reasonably determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s his personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(b) hereofbelow). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, be (reduced by any benefits paid or payable to the Executive’s , his beneficiaries or estate under any Company-sponsored disability benefit plan; provided, however, that no such reduction shall be made for any benefits paid upon the Executive's death under the Company's life insurance policy), (i) the Executive's current Base Salary for the remainder of the Employment Period in (without giving effect immediately prior to the date of termination any further extensions pursuant to Section 2.2 hereof) and (Bii) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive he worked the full year during which the termination occurred, provided assuming that bonus all targets are met for have been achieved (the year of such termination"Pro-Rata Bonus"). Any bonus The Pro-Rata Bonus shall be payable as soon as reasonably practicable in full within forty-five (45) days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s 's normal payroll practices and procedures. In addition, the Executive or his personal representative or guardian (as the case may be) shall also receive: (i) the Base Salary through the date of termination; (ii) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (iii) reimbursement for any unreimbursed business expenses incurred by Executive in accordance with Company policy prior to the date of Executive's termination; and (iv) such amounts and benefits, if any, as to which Executive may be legally entitled under the employee benefit plans (including, without limitation, payment for accrued but unused vacation days) (collectively, the "Accrued Amounts"). (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “"Total Disability” " shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty days (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) Executive’s 's qualifying for benefits under the Company’s 's long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) 15 days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current continued Base Salary at its then current level for the remainder lesser of (x) six months or (y) until the expiration of the Employment Period in effect immediately prior then-remaining Term (as it may then have been extended but without regard to the date of termination possible future extensions), and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 3.2(a) hereof (based on the period Employment Period of actual employmentemployment during the fiscal year in which termination occurs) that to which the Executive would have been entitled to entitled, if any, had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for occurred (the year of such termination“Prorated Bonus”). Any bonus The continued Base Salary and Prorated Bonus pursuant to this Section 4.2(a) shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and paid in accordance with the Company’s normal payroll practices and proceduresprocedures in the same manner and at the same time as though the Executive remained employed by the Company. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if “Total Disability” as such term is defined in the disability insurance portion of the Life/Disability Policies and the insurer of the disability insurance portion of the Life/Disability Policies has given written notice that the Executive is subject has qualified to a legal decree of incompetency (receive disability insurance payments for the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties balance of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits Term under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Life/Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the CodePolicies.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s 's personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s 's current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may shall also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s 's normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “"Total Disability” " shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s 's qualifying for benefits under the Company’s 's long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ days prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that which bonus targets are met shall be based on actual performance of the Company for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May April 15 of the following yearyear (unless administratively impracticable to do so because the Company’s results for the applicable year had not yet been finalized), and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company and acceptable to Executive (which acceptance shall not be unreasonably withheld), (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee Company reasonably determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and or (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any The Base Salary shall be paid in accordance with the Company’s general payroll practices and procedures and any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in paid no event later than May March 15 of the year following yearthe year the bonus is earned, and in accordance with the Company’s normal general payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ ' prior written notice to the Executive or the Executive’s his personal representative or guardian, if the Executive suffers a “"Total Disability” " (as defined in Section SECTION 4.2(b) hereofbelow). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, be (reduced by any benefits paid or payable to the Executive’s , his beneficiaries or estate under any Company-sponsored disability benefit plan; provided, however, that no such reduction shall be made for any benefits paid upon the Executive's death under the Company's life insurance policy), (i) the Executive's current Base Salary for the remainder of the Employment Period in (without giving effect immediately prior to the date of termination any further extensions pursuant to SECTION 2.2 hereof) and (Bii) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section SECTION 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive he worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any The bonus shall be payable as soon as reasonably practicable in full within forty-five (45) days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s 's normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “"Total Disability” " shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty days (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) Executive’s 's qualifying for benefits under the Company’s 's long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that which bonus targets are met shall be based on actual performance of the Company for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May April 15 of the following yearyear (unless administratively impracticable to do so because the Company’s results for the applicable year had not yet been finalized), and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company and acceptable to Executive (which acceptance shall not be unreasonably withheld), (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee Company reasonably determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to All expenses incurred by the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid Executive under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of subsection shall be paid by the CodeCompany.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereof). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may be, the Executive’s current Base Salary for the remainder of the Employment Period in effect immediately prior to the date of termination termination, and (B) subject further to the sole discretion of the Board or the Compensation Committee, the Company may shall also pay to the Executive, guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets are met for the year of such termination. Any bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May 15 of the following year, and in accordance with the Company’s normal payroll practices and procedures. (b) Subject to the last sentence of this Section 4.2(b), for purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. All expenses incurred by the Executive under this subsection shall be paid by the Company. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive and or, (ii) at the option of the CompanyGNC, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s personal representative or guardian, if the Executive suffers a “Total Disability” Disability (as defined in Section 4.2(b4.2(c)). (b) hereof). Upon termination for death or Total DisabilityIn the event the Executive’s employment is terminated pursuant to this Section 4.2, then, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any CompanyCenters-sponsored disability benefit plan program or policy for the period following such date of terminationtermination (provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under Centers’ life insurance policy), the following provisions shall apply: (Ai) the Company Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, (A) any accrued but unpaid Base Salary paid in accordance with Centers’ normal payroll practices and procedures, (B) any accrued but unpaid Annual Bonus, if any, with respect to the fiscal year prior to the year in which termination occurs, paid in accordance with Section 3.2 (the “Accrued Bonus”), (C) a lump sum payment for any accrued but unpaid Perquisites within 30 days of termination, (D) a lump sum payment for any accrued vacation within 30 days of termination, and (E) reimbursement of expenses in accordance with Section 3.3 (collectively, “Accrued Obligations”); (ii) Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, a lump sum payment equal to the sum of (x) the Executive’s current Base Salary for and (y) the remainder annualized value of the Employment Period Perquisites as determined in effect immediately prior to good faith by the Accounting Firm (as defined in Section 4.3(f)(ii)) using customary valuation methods, payable on the 30th day following the date of termination and termination; (Biii) subject further to the sole discretion of the Board or the Compensation Committee, the Company may also Centers shall pay to the Executive, or to the Executive’s guardian or personal representative, as the case may be, a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive worked the full year during which the termination occurred, provided that bonus targets (other than individual targets) are met for the year of such termination. Any termination (any such bonus shall be payable as soon as reasonably practicable following the determination thereof, but in no event later than May March 15 of the year following yearthe year the bonus is earned, and in accordance with the Company’s Centers’ normal payroll practices and procedures); and (iv) if (x) the Executive, guardian or personal representative, as the case may be, timely elects continuation coverage (with respect to the Executive’s coverage or any eligible dependent coverage, as applicable) under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA Continuation Coverage”) with respect to Centers’ group health insurance plan and (y) the Executive, guardian or personal representative, as the case may be, continue timely co-payment of premiums at the same level and cost as if the Executive were an employee of Centers (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Centers shall be responsible for payment of the monthly cost of COBRA Continuation Coverage to the same extent it paid for such coverage for the Executive’s coverage or any eligible dependent coverage, as applicable, immediately prior to the date of the termination pursuant to this Section 4.2, such payment to continue for the period permitted by COBRA; provided, however, that if, in the event of termination due to Total Disability, the Executive obtains other employment that offers substantially similar or improved group health benefits, COBRA Continuation Coverage shall cease. (bc) Subject to the last sentence of this Section 4.2(b4.2(c), for purposes of this Agreement, “Total Disability” shall mean means (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company GNC that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable to substantially to perform, with or without reasonable accommodation, the material duties of the Executive required herebyby this Agreement, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) the Executive’s qualifying for benefits under the Company’s Centers long-term disability coverage, if any. In conjunction with determining mental and/or physical disability Total Disability for purposes of this Agreement, the Executive hereby consents to (x) any reasonable examinations that the Holdings Board or the Compensation Committee determines are relevant and reasonably necessary to a determination of whether the Executive is mentally and/or physically disabled Total Disability or are required by the Company GNC’s physician, (y) furnish such medical information as may be reasonably requested and (z) waive (only as to GNC and for the limited purpose of determining Total Disability in accordance with this Agreement, subject to an appropriate confidentiality understanding by GNC) any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b4.2(c), “Total Disability Disability” shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of the Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.

Death or Disability of the Executive. (a) The employment of the Executive hereunder (and the Employment Period) shall terminate upon (i) the death of the Executive Executive, and (ii) at the option of the Company, upon not less than fifteen (15) days’ prior written notice to the Executive or the Executive’s his personal representative or guardian, if the Executive suffers a “Total Disability” (as defined in Section 4.2(b) hereofbelow). Upon termination for death or Total Disability, subject to reduction by any benefits paid or payable to the Executive, the Executive’s beneficiaries or estate under any Company-sponsored disability benefit plan program or policy for the period following such date of termination, (A) the Company shall pay to the Executive, guardian or personal representative, as the case may bebe (reduced by any benefits paid or payable to the Executive, his beneficiaries or estate under any Company-sponsored disability benefit plan; provided, however, that no such reduction shall be made for any benefits paid upon the Executive’s death under the Company’s life insurance policy), (i) the Executive’s current Base Salary for the lesser of (A) the remainder of the Employment Period in (without giving effect immediately prior to the date of termination any further extensions pursuant to Section 2.2 hereof), and (B) subject further to the sole discretion of the Board or the Compensation Committeeone year, the Company may also pay to the Executive, guardian or personal representative, as the case may be, and (ii) a prorated share of the Annual Bonus pursuant to Section 3.2 hereof (based on the period of actual employment) that the Executive would have been entitled to had the Executive he worked the full year during which the termination occurred, provided that bonus if the targets are met for achieved (the year of such termination“Pro-Rata Bonus”). Any bonus The Pro-Rata Bonus shall be payable as soon as reasonably practicable in full within forty-five (45) days following the determination thereof, but in no event later than May 15 of the following year, amount thereof and in accordance with the Company’s normal payroll practices and procedures. In addition, the Executive or his personal representative or guardian (as the case may be) shall also receive: (i) the Base Salary through the date of termination; (ii) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; (iii) reimbursement for any unreimbursed business expenses incurred by Executive in accordance with Company policy prior to the date of Executive’s termination; and (iv) such amounts and benefits, if any, as to which Executive may be legally entitled under the employee benefit plans (including, without limitation, payment for accrued but unused vacation days) (collectively, the “Accrued Amounts”). (b) Subject to the last sentence of this Section 4.2(b), for For purposes of this Agreement, “Total Disability” shall mean (i) if the Executive is subject to a legal decree of incompetency (the date of such decree being deemed the date on which such disability occurred), (ii) the written determination by a physician selected by the Company (which expense shall be paid by the Company) that, because of a medically determinable disease, injury or other physical or mental disability, the Executive is unable substantially to perform, with or without reasonable accommodation, the material duties of the Executive required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred twenty days (120) days during the immediately preceding twelve (12)-month 12) month period or is, as of the date of determination, reasonably expected to last six (6) months or longer after the date of determination, in each case based upon medically available reliable information information, or (iii) Executive’s qualifying for benefits under the Company’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or the Compensation Committee determines are relevant to a determination of whether the Executive is mentally and/or physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination. Notwithstanding anything to the contrary in this Section 4.2(b), Total Disability shall have the definition of “Disabled” contained in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in any instance in which amounts are paid under this Agreement as a result of Executive’s Total Disability and such amounts are treated as deferred compensation under Section 409A of the Code.