0001104659-04-034557 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 9th, 2004 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware
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GUITAR CENTER, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • November 9th, 2004 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware
GUITAR CENTER, INC. DEFERRED STOCK AGREEMENT
Deferred Stock Agreement • November 9th, 2004 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware

Guitar Center, Inc. (the “Company”) hereby grants (the “Director”), an award of Deferred Stock (“Deferred Stock Award”) under the Company’s 2004 Incentive Stock Award Plan (the “Plan”). The date of this Agreement is (the “Vesting Commencement Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:

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