GNC Corp Sample Contracts

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BY AND AMONG
Stockholders' Agreement • July 14th, 2004 • GNC Corp • Retail-food stores • Delaware
AMONG
Purchase Agreement • July 14th, 2004 • GNC Corp • Retail-food stores • New York
DATED AS OF DECEMBER 23, 2003 BY AND AMONG
Registration Rights Agreement • June 22nd, 2004 • GNC Corp • Retail-food stores • New York
EMPLOYMENT AGREEMENT
Employment Agreement • April 17th, 2006 • GNC Corp • Retail-food stores • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on April 11, 2006 (the “Execution Date”), to be effective for all purposes as of April 17, 2006 (the “Effective Date”), by and between General Nutrition Centers, Inc., a Delaware corporation (the “Company”) and wholly owned subsidiary of GNC Corporation, a Delaware corporation (“GNC”), and Alan Schlesinger (the “Executive”).

EXHIBIT 10.26
Retail Agreement • August 11th, 2004 • GNC Corp • Retail-food stores • Pennsylvania
EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2005 • GNC Corp • Retail-food stores • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 21st day of February 2005 (the “Effective Date”), by and between General Nutrition Centers, Inc., a Delaware corporation (the “Company”), and Robert Homler (the “Executive”).

GNC CORPORATION (a Delaware corporation) [l] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 9th, 2006 • GNC Corp • Retail-food stores • New York

I, Curtis Larrimer, Executive Vice President and Chief Financial Officer of GNC Corporation (the “Company”), do hereby certify, pursuant to Section 5(g) of the Underwriting Agreement, dated [ ], 2006, among the Company and the underwriters listed on Schedule A thereto (the “Underwriters”), relating to purchase and sale of l shares (l shares, if the Underwriters exercise their over-allotment option) of the Company’s common stock, par value $0.01 per share (the “Stock”), as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2006 • GNC Corp • Retail-food stores • Pennsylvania

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on January 11, 2006 (the “Execution Date”), to be effective for all purposes as of December 16, 2005 (the “Effective Date”), by and between General Nutrition Centers, Inc., a Delaware corporation (the “Company”) and wholly owned subsidiary of GNC Corporation, a Delaware corporation (“GNC”), and Robert Homler (the “Executive”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 14th, 2005 • GNC Corp • Retail-food stores • New York

This Separation Agreement and General Release (“Agreement”) is entered into as of this 10th day of March, 2005, by and between David R. Heilman (“Executive”), General Nutrition Centers, Inc., a Delaware corporation, (the “Company”), and GNC Corporation, a Delaware corporation (“GNC” and, together with Executive and the Company, the “Parties”).

SECOND AMENDMENT TO CREDIT AGREEMENT Dated as of May 25, 2006
Credit Agreement • May 31st, 2006 • GNC Corp • Retail-food stores • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT (together with all Exhibits, Schedules and Annexes hereto, this “Amendment”) is among GNC CORPORATION (f/n/a General Nutrition Centers Holding Company), a Delaware corporation (“Holdings”), GENERAL NUTRITION CENTERS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement referred to below (the “Lenders”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

EXHIBIT 10.27 AMENDMENT TO THE GNC/RITE AID RETAIL AGREEMENT
GNC Corp • August 11th, 2004 • Retail-food stores
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 2nd, 2006 • GNC Corp • Retail-food stores

This First Amendment (the “Amendment”) to that certain Employment Agreement dated as of December 5, 2003 (the “Employment Agreement”) among Reginald Steele (the “Executive”) and General Nutrition Centers, Inc., a Delaware corporation (the “Company”) is entered into as of the 27th day of September 2004 among the Executive and the Company.

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • March 30th, 2005 • GNC Corp • Retail-food stores • Delaware

AGREEMENT, executed this ___, to be effective for all purposes as of ___, among GNC Corporation, a Delaware corporation (the “Company”), and ___(the “Indemnitee”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 2nd, 2006 • GNC Corp • Retail-food stores

This First Amendment (the “Amendment”) to that certain Employment Agreement dated as of December 5, 2003 (the “Employment Agreement”) among Susan Trimbo (the “Executive”) and General Nutrition Centers, Inc., a Delaware corporation (the “Company”) is entered into as of the 27th day of September 2004 among the Executive and the Company.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • November 14th, 2005 • GNC Corp • Retail-food stores • New York

This Separation Agreement and General Release (“Agreement”) is entered into as of this 10th day of November, 2005, by and among Bruce E. Barkus (“Executive”), General Nutrition Centers, Inc., a Delaware corporation (the “Company”), and GNC Corporation, a Delaware corporation (“GNC” and, together with Executive and the Company, the “Parties”).

EXHIBIT 10.26
Rite Aid Retail Agreement • May 28th, 2004 • GNC Corp • Pennsylvania
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2005 • GNC Corp • Retail-food stores

This First Amendment (the “Amendment”) to that certain Employment Agreement dated as of December 15, 2004 (the “Employment Agreement”) by and between Joseph Fortunato (the “Executive”) and General Nutrition Centers, Inc., a Delaware corporation (the “Company”), is entered into as of the 22nd day of June 2005 (the “Effective Date”) among the Executive and the Company.

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