0001104659-03-025745 Sample Contracts

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2003 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

This Agreement amends and restates that certain Second Amended and Restated Employment Agreement, dated as of July 1, 2001, between the Executive and the Company, which agreement amended and restated that certain Amended and Restated Employment Agreement, dated as of July 1, 1998, between the Executive and the Company, which agreement amended and restated that certain Employment Agreement, dated as of June 5, 1996, between the Executive and the Company’s predecessor, Guitar Center Management, Inc., as amended by Amendment No. 1 dated October 15, 1996 and Amendment No. 2 dated as of January 30, 1997 (as so amended, the “Original Agreement”). The Original Agreement was executed and delivered in connection with the closing of the Stock Purchase Agreement (the “Purchase Agreement”) dated June 5, 1996 (the “Commencement Date”) by and among the Company, Chase Venture Capital Associates, L.P., Wells Fargo Small Business Investment Company, Inc., Weston Presidio Capital II, L.P., and the secur

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AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2003 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores

This AMENDMENT No. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of this 1st day of July, 2003, by and between Larry Thomas (“Executive”) and GUITAR CENTER, INC., a Delaware corporation (the “Company”).

SEPARATION AGREEMENT
Separation Agreement • November 12th, 2003 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

This SEPARATION AGREEMENT (this “Agreement”) is entered into as of August 5, 2003, between Barry Soosman (the “Executive”), and Guitar Center, Inc. (the “Company”), effective eight (8) days after Executive’s signature, unless Executive revokes his acceptance as provided in Section 15(c), below (the “Effective Date”).

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