Exhibit
10.46


 


SEPARATION
AGREEMENT


 


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”).


 


Recitals:


 


WHEREAS, Executive was the Executive Vice President,
Chief Strategic Officer and General Counsel of the Company pursuant to that
certain Second Amended and Restated Employment Agreement dated as of July 1,
2001 (the “Employment Agreement”);


 


WHEREAS, the Executive tendered his resignation, and
the Company accepted such resignation; and


 


WHEREAS, the Company and Executive now wish to
document the termination of Executive’s employment relationship and to resolve
all matters between them.


 


Agreement:


 


THEREFORE, in exchange for the good and valuable
consideration set forth herein, the adequacy of which is specifically
acknowledged, the Executive and the Company hereby agree as follows:


 


1.                                       Resignation of Employment. 
Executive hereby confirms his resignation of his employment with the
Company and all positions that Executive held as an officer, director or
employee of the Company and all subsidiaries of the Company, and the Company
confirms its acceptance of such resignations, effective June 16, 2003 (the
“Officer Resignation Date”), except that Executive shall be deemed a
non-officer employee of the Company for the period from June 17, 2003
through August 8, 2003 for the sole purpose of providing transitional
assistance, such employment status to terminate for all purposes at the close
of business on August 8, 2003 (the “Final Resignation Date”).


 


2.                                       Payment
of Accrued Wages and Expenses.  On
the Final Resignation Date, the Company shall pay to Executive, in cash, (a)
all accrued wages at the current base compensation rate of $300,000 per year)
and (b) all accrued but unused vacation (which the parties agree is three
weeks, representing a gross wage payment of $17,308), in each case through the
Final Resignation Date.


 


3.                                       Severance
Benefits.  As of the Effective Date,
Executive shall be entitled to receive
the following severance benefits, which shall be the exclusive severance
benefit payable to Executive, unless Executive has breached the provisions of
this Agreement, in which case the provisions of Section 18(b) shall apply:


 


(a)                                  Continued
Payment of Base Salary.  The Company
shall pay to the Executive his current
base salary of $300,000 through June 30, 2004. 
Such payments shall be


 


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made in accordance with the Company’s regular payroll practices.  For clarity, the parties acknowledge that
the purpose of this Section 3(a), in combination with Section 2(a), is to
provide for the payment of Executive’s current base compensation of $300,000
per year through June 30, 2004.


 


(b)                                 Bonus.  The Company shall pay to Executive a bonus
equal to $225,000, such bonus to be paid on or before February 14, 2004.


 


(c)                                  Benefits.  In the
event that Executive elects to continue group health insurance coverage for
himself and his eligible dependents who were covered under the Company’s
medical plans as of the Officer Resignation Date, at the same level in effect
as of the Officer Resignation Date, pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay for the
amount of his premium payments for such coverage through June 30, 2004. 
In the event Executive desires to discontinue this coverage, he shall
notify the Chief Administrative Officer of the Company in writing who shall
promptly terminate the coverage benefit.


 


(d)                                 Company
Car.  The Company shall pay the
monthly lease fees for the Mercedes-Benz S430 presently provided by the Company
for Executive’s use (the “Company Car”) and continue to include such
Company Car on the Company’s insurance policy through June 30, 2004 (the “Automobile
Use Period”).  In addition, during
such period, the Company shall reimburse Executive for reasonable and normal
maintenance and care expenses and gasoline costs (up to two (2) tanks of
gasoline per week) for such Company Car with respect to the Automobile Use
Period.  Such amounts shall be paid by
the Company on a monthly basis within 30 days following receipt of an invoice
from Executive setting forth in reasonable detail such expenses.  The Company shall be responsible for the
costs incurred in the disposition of the Company Car at the end of the
Automobile Use Period, except that Executive shall return the car to a
designated location and shall be responsible for any charges for (i) excess
mileage beyond 66,000 miles or (ii) excess wear and tear.


 


4.                                       Stock Options. 
As of August 4, 2003, Executive has been granted and not exercised options
to purchase shares of the Company’s common stock pursuant to the Stock Option
Agreements as identified on Exhibit A attached hereto (the “Option
Agreements”).  In accordance with
the terms of such options, on the Effective Date, all of the unvested stock
options held by Executive pursuant to the Option Agreements shall immediately
vest and become exercisable.  In
accordance with the Option Agreements and the related plan, such options will
remain exercisable until the close of business 90 days after the Final
Resignation Date.


 


5.                                       Consulting
Following Resignation Date.  For the
period commencing on the Resignation Date and ending on the first to occur of
(a) February 28, 2004 and (b) the date that Executive obtains substitute
employment which is incompatible with providing consulting services hereunder
(the “Consulting Period”), should Executive make himself available to
the Company at the Company’s request, as a consultant, the Company shall pay
the Executive $225 per hour for any consulting services provided, except that
Executive will in any event answer phone inquiries of short duration at no
charge to the Company through June 30, 2004. 
Availability (other than for phone inquiries of short duration) will be
on a good faith basis, with


 


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no obligation by either party. 
Consulting fees due shall be paid by the Company on a monthly basis
following receipt of an invoice from Executive setting forth in reasonable
detail the time spent providing consulting services to the Company.  The Company agrees to reimburse Executive
for his reasonable expenses incurred in connection with the performance of such
consulting services within thirty (30) days after receipt of an invoice from
Executive setting forth in reasonable detail such expenses.  Any travel required in connection with
consulting duties shall be approved by the Company in advance and reimbursed as
follows:  (a) first class air fare and
(b) hotel, living and entertainment expenses consistent with past practices
during Executive’s tenure as an employee of the Company.


 


6.                                       Other
Matters.


 


(a)                                  Second
Hand Dealer Licenses.  The Company
and its subsidiaries shall cause Executive to be removed from all second hand
dealer licenses by June 30, 2004.


 


(b)                                 401-K.  The Company confirms that the current policy
of the Company is that, in the case of balances of greater than $5,000, a
terminated employee may leave his or her profit sharing and deferral account
balances in the Company’s plan indefinitely, or roll over such balances into a
substitute qualified plan.


 


(c)                                  ESPP.  Withholdings since the closing of the most
recent option period (June 30, 2003) will be refunded to Executive promptly
after the Final Resignation Date.


 


7.                                       Publicity.  Except to the extent required to comply with
applicable legal requirements (including the terms of the listing of the
Company’s stock), neither party shall issue any press release or make any
public statement regarding the matters contemplated hereby without the prior
approval of the other parties.  The
parties acknowledge that this Agreement must be filed with the Securities and
Exchange Commission as an exhibit to the Form 10-Q for the current quarter
ending September 30, 2003, and consent to such filing.


 


8.                                       References.  All requests for references or comment on
Executive’s employment history with the Company (other than dates of
employment) will be referred to Larry Thomas, who, based on the facts known to
him as of the date of this Agreement, will provide a favorable recommendation
and will not revise this recommendation unless (a) material objective new
information comes to his attention after the date hereof regarding the
Executive’s willful misconduct or gross negligence in the conduct of his duties
while an employee of the Company and (b) such information has been discussed
with Executive.  In the event Mr. Thomas
is no longer in the Company’s employ, Executive and an appropriate senior
executive of the Company will meet and agree on an appropriate subsequent
representative of the Company for reference purposes.


 


9.                                       Application
of Insider Trading Policies Applicable to Executive.  On the third business day following the
Company’s release of earnings for the second quarter of 2003 (August 4, 2003),
Executive will be released from the Company’s insider trading policy provided
he does not obtain material non-public information subsequent to such date due
to his continued consulting services to the Company.  Executive acknowledges that he is aware of the prohibitions on
insider trading contained in the federal securities laws.


 


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10.                                 Section
16.  Executive acknowledges that
following the Officer Resignation Date he will continue to be subject to
certain provisions of Section 16 of the Securities Exchange Act of 1934, as
amended, and he agrees to comply with such provisions.  Absent a legal determination to the
contrary, the Company’s records will show that the Officer Resignation Date was
the last date that Executive was an “Executive Officer” of the Company (as such
term is used under the Securities Exchange Act of 1934, as amended).


 


11.                                 Indemnification
Agreement.  The Company hereby
reaffirms its obligations under that certain Indemnification Agreement between
the Company and Executive substantially in the form filed as Exhibit 10.11 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 1997
(the “Indemnification Agreement”). 
The Company’s obligations under the Indemnification Agreement shall
survive Executive’s termination of employment.


 


12.                                 Reserved.


 


13.                                 Litigation Cooperation. 
Executive agrees to give reasonable cooperation, at the Company’s
request, in any pending or future litigation or arbitration brought against the
Company and in any investigation the Company may conduct.  Executive shall be reimbursed for all time
spent at a rate of $225 per hour.  Such
amounts shall be paid by the Company on a monthly basis following receipt of an
invoice from Executive setting forth in reasonable detail the time spent providing
such cooperation to the Company.  The
Company agrees to reimburse Executive for his reasonable expenses incurred in
connection with such cooperation within thirty (30) days after receipt of an
invoice from Executive setting forth in reasonable detail such expenses.  Air travel, hotel costs and entertainment
expenses will be reimbursed consistent with the Company’s past practices with
respect to Executive, as determined by the Company’s Co-Chief Executive Officers,
in their reasonable discretion.  Notwithstanding
the foregoing, the Company shall have no obligation by virtue of this Section
13 to pay Executive for time spent and expenses incurred by Executive in any
pending or future litigation or arbitration where Executive is a co-defendant
or party to the arbitration or litigation.


 


14.                                 Confidential Information; Return of
Company Property.


 


(a)                                  Executive
acknowledges and reaffirms his obligations to the Company pursuant to Sections
5, 6 and 7 of the Employment Agreement. 
Without limiting the provisions of Sections 5, 6 and 7 of the Employment
Agreement, Executive understands and agrees that (i) in the course of his
employment with the Company, he has been acquiring confidential information and
trade secrets concerning their operations, their future plans and their methods
of doing business, (ii) it would be extremely damaging to the Company if he
disclosed such information to a competitor or made it available to any other
person or company, (iii) such information was divulged to him in confidence, and
(iv) he will keep such information secret and confidential unless disclosure is
required by court order or otherwise by compulsion of law.  In view of the nature of his employment and
the information and trade secrets which he has been receiving during the course
of his employment, Executive also agrees that the Company would be irreparably
harmed by any violation, or threatened violation of the agreements in this
Section 14 or Sections 5, 6 and 7 of the Employment Agreement and that,
therefore, the Company shall be entitled to an injunction prohibiting Executive
from any violation or threatened violation of such agreements or sections
without the requirement that any bond be posted.  Notwithstanding


 


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the foregoing, it is agreed that Executive’s obligations under Section
7 of the Employment Agreement shall survive only until the first to occur of
(a) June 30, 2004 or (b) a material breach of this Agreement by the Company
which remains uncured after written notice and thirty (30) days to cure (such
period, the “Section 7 Continuation Period”).


 


(b)                                 Executive shall deliver to the Company on
the Final Resignation Date all originals and copies of correspondence,
drawings, manuals, letters, notes, notebooks, reports, programs, plans,
proposals, financial documents, or any other documents concerning the Company’s
customers, business plans, marketing strategies, products, processes or
business of any kind and/or which contain proprietary information or trade secrets
which are in the possession or control of Executive or his agents or
representatives.


 


(c)                                  Subject to Section 3(d), Executive shall
return to the Company on the Final Resignation Date all equipment of the
Company in his possession or control (including without limitation any computer
equipment) and relinquish access to the Company’s facilities and computer
systems, except that (i) Executive may retain his cellular phone provided that
the service obligation will promptly be transferred to his responsibility and
(ii) executive may retain his laptop personal computer; provided, however,
that upon request Executive shall submit such computer to the Company’s IT
department to have any Company confidential information and any systems access
software removed.  Executive may retain
access to the voicemail on his telephone station in the main office through
September 30, 2003 provided that Executive shall check the voicemail regularly
and will immediately forward any messages relating to the Company’s business to
the appropriate official of the Company for handling.


 


(d)                                 The
Company will facilitate and cooperate with the removal by Executive of his
personal property from the Company’s premises.


 


15.                                 General
Release of Claims by Executive.


 


(a)                                  As
of the Effective Date, Executive, on behalf of himself and his executors,
heirs, administrators, representatives and assigns, hereby releases and forever
discharges the Company and all predecessors, successors and their respective
parent corporations, affiliates, related, and/or subsidiary entities, and all
of their past and present investors, directors, shareholders, officers, general
or limited partners, employees, attorneys, agents and representatives, and
employee benefit plans in which Executive is or has been a participant by
virtue of his employment with the Company, from any and all claims, debts,
demands, accounts, judgments, rights, causes of action, equitable relief,
damages, costs, charges, complaints, obligations, promises, agreements,
controversies, suits, expenses, compensation, responsibility and liability of
every kind and character whatsoever (including attorneys’ fees and costs),
whether in law or equity, known or unknown, asserted or unasserted, suspected
or unsuspected (collectively, “Claims”), which Executive has or may have
had against such entities based on any events or circumstances arising or
occurring on or prior to the date hereof or on or prior to the Final
Resignation Date, arising directly or indirectly out of, relating to, or in any
other way involving in any manner whatsoever Executive’s employment by the
Company or the separation thereof, and any and all claims arising under
federal, state, or local laws relating to employment, including without
limitation claims of wrongful discharge, breach of express or implied contract,
fraud, misrepresentation, defamation, or liability in tort, claims of any kind
that


 


5

















 


may be brought in any court or administrative agency, any claims
arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Americans with Disabilities Act, the Older Workers
Benefit Protection Act, the Fair Labor Standards Act, the Employee Retirement
Income Security Act, the Family and Medical Leave Act, and similar state or
local statutes, ordinances, and regulations; provided, however, that this
release shall not apply to any right of indemnification provided to Executive
by statute, charter or the Indemnification Agreement.


 


(b)                                 EXECUTIVE
ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF
CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:


 


“A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


 


BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY
RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON
LAW PRINCIPLES OF SIMILAR EFFECT.


 


(c)                                  In
accordance with the Older Workers Benefit Protection Act of 1990, Executive
acknowledges that he is aware of the following:


 


(i)                                     He
has a right to consult with an attorney before accepting this offer;


 


(ii)                                  He has twenty-one (21) days from the date
this offer is received to consider this offer; and


 


(iii)                               He
has seven (7) days after accepting this offer to revoke his acceptance, and his
acceptance will not be effective until that revocation period has expired.


 


16.                                 Release
of Claims by the Company.


 


(a)                                  As
of the Effective Date, the Company hereby releases and forever discharges
Executive and his executors, heirs, representatives and assigns, from any and
all Claims which the Company has or may have against the Executive based on any
events or circumstances arising or occurring on or prior to the date hereof or
on or prior to the Final Resignation Date, arising directly or indirectly out
of, relating to, or in any other way involving in any manner whatsoever Executive’s
employment by the Company or the separation thereof, and any and all claims
arising under federal, state, or local laws relating to employment, including
without limitation claims of breach of express or implied contract, fraud,
misrepresentation, defamation, or liability in tort, claims of any kind that
may be brought in any court or administrative agency, and similar state or
local statutes, ordinances, and regulations; provided, however, that this
Section 16 shall not apply or otherwise release any Claim which a


 


6

















 


corporation may not provide an officer with exculpation of, or
indemnification from, under applicable Delaware law.


 


(b)                                 THE
COMPANY ACKNOWLEDGES THAT IT HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:


 


“A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


 


BEING AWARE OF SAID CODE
SECTION, THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER,
AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.


 


17.                                 Withholding;
Taxes.  Any amounts payable under
this Agreement shall be subject to any applicable state, federal or local
income and employment tax withholding obligations.


 


18.                                 Severability;
Enforcement.


 


(a)                                  It is the
desire and intent of the parties hereto that the provisions of this Agreement
be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.  Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of
such provision in any other jurisdiction. 
Without limiting the generality of the preceding sentence, if at the
time of enforcement of this Agreement or Sections 5, 6 and 7 of the Employment Agreement
(subject to the Section 7 Continuation Period provided for in this Agreement), a court holds that the restrictions stated
therein are unreasonable under circumstances then existing, the parties hereto
agree that the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and
that the failure of all or any of such provisions to be enforceable shall not
impair or affect the obligations of the Company to pay compensation or
severance obligations under this Agreement.


 


(b)                                 In addition to the foregoing, and not in
any way in limitation thereof, or in limitation of any right or remedy
otherwise available to the Company, if the Executive materially violates any
provision of this Agreement or Section 5, 6 or 7 (subject to the Section 7
Continuation Period) of the Employment Agreement, (and such violation, if
unintentional on the part of the Executive, continues for a period of thirty
(30) days following receipt of written notice from the Company), any severance
payments then or thereafter due from the Company to


 


7

















 


the Executive may be terminated forthwith and upon such election by the
Company, the Company’s obligation to pay and the Executive’s right to receive
such severance payments shall terminate and be of no further force or effect.  The Executive’s obligations under this
Agreement or Sections 5, 6 and 7 (subject to the Section 7 Continuation Period)
of the Employment Agreement shall not be limited or affected by, and such
provisions shall remain in full force and effect notwithstanding the termination
of any severance payments by the Company in accordance with this Section
18(b).  The exercise of the right to
terminate such payments shall not be deemed to be an election of remedies by
the Company and shall not in any manner modify, limit or preclude the Company
from exercising any other rights or seeking any other remedies available to it
at law or in equity.  Notwithstanding
the foregoing, in the event the Company elects to exercise its termination
rights hereunder, it shall promptly (a) remit any withheld payments into a
separate account and notify Executive thereof in writing and (b) unless
otherwise agreed with Executive, commence a declaratory relief action seeking
an appropriate court determination of the validity of such interpretation (with
the costs thereof allocated in accordance with Section 25 of this Agreement).


 


19.                                 GOVERNING LAW. 
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF CALIFORNIA, OR
ANY OTHER JURISDICTION), THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF CALIFORNIA TO BE APPLIED. 
IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF
CALIFORNIA WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT,
EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS,
THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.


 


20.                                 Notices.  All notices,
demands or other communications regarding this Agreement shall be in writing
and shall be sufficiently given if either personally delivered or sent by
facsimile or overnight courier, addressed as follows:


 


If to the Company, to:


 


Guitar Center, Inc.

5795 Lindero Canyon Road

Westlake Village, California 91362

Attention:  Chief Executive Officer

Telephone:  (818) 735-8800

Telecopier:  (818) 735-8833


 


With copies to:


 


Latham &
Watkins LLP


135 Commonwealth Drive


Menlo Park, California
94025


Attention:  Anthony J. Richmond, Esq.


 


8

















 


Telephone:  (650) 328-4600


Telecopier:  (650) 463-2600


 


If to the Executive, to:


 


Barry Soosman

852 Country Valley Road

Westlake Village, California 91362

Telephone:  (805) 373-1937


 


With copies to:


 


Winston &
Strawn


333 S. Grand
Avenue, 38th Floor


Los Angeles, California
90071


Attention:  Paul J. Coady, Esq.


Telephone:  (213) 615-1721


Telecopier:  (213) 615-1750


 


or such other address as the recipient party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.


 


21.                                 Understanding and Authority. 
The parties understand and agree that all terms of this Agreement are
contractual and are not a mere recital, and represent and warrant that they are
competent to covenant and agree as herein provided.  The parties have carefully read this Agreement in its entirety;
fully understand and agree to its terms and provisions; and intend and agree
that it is final and binding on all parties.


 


22.                                 Integration
Clause.  This Agreement constitutes
the entire agreement and understanding of the Company and Executive with
respect to the terms set forth herein and supersedes all prior and
contemporaneous written or verbal agreements and understandings between
Executive and the Company relating to such subject matter, including, without
limitation, the Employment Agreement; provided, however, that
Sections 5, 6 and 7 of the Employment Agreement shall survive Executive’s
termination of employment and continue in full force and effect.  This Agreement may only be amended by
written instrument signed by a duly authorized officer of the Company and
Executive which expressly states its intent to amend this Agreement.


 


23.                                 Jurisdiction,
Etc.


 


(a)                                  Each of the
parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any California state court or
federal court of the United States of America sitting in the State of
California, County of Los Angeles, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such California
state court or, to the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a
final judgment in


 


9

















 


any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by law.  Nothing in this Agreement shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement in the courts of any jurisdiction.


 


(b)                                 Each of the
parties hereto irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any California state or federal court in and for
or otherwise located in Los Angeles County. 
Each of the parties hereto irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


(c)                                  The Company and
the Executive further agree that the mailing by certified or registered mail,
return receipt requested, of any process required by any such court shall
constitute valid and lawful service of process against them, without the
necessity for service by any other means provided by law.


 


24.                                 WAIVER OF JURY TRIAL. 
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT,
ACTION OR PROCEEDING ARISING HEREUNDER.


 


25.                                 Attorneys Fees.  In
connection with any action to enforce this Agreement, the prevailing party
shall be entitled, in addition to any other remedy available to such party, to
receive reimbursement for the reasonable attorneys fees and costs actually
incurred by such party in connection therewith.


 


26.                                 Execution
in Counterparts.  This Agreement may
be executed in counterparts with the same force and effectiveness as though
executed in a single document.


 


27.                                 RIGHT TO ADVICE OF COUNSEL. 
EXECUTIVE ACKNOWLEDGES THAT HE HAS THE RIGHT, AND IS ENCOURAGED, TO
CONSULT WITH HIS LAWYER; BY HIS SIGNATURE BELOW, EXECUTIVE ACKNOWLEDGES THAT
YOU HE HAS CONSULTED WITH HIS LAWYER CONCERNING THIS AGREEMENT.


 


 


(Signature page
follows)


 


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IN WITNESS WHEREOF, and intending to be legally bound,
the parties have executed the foregoing on the dates shown below.


 


	
  EXECUTIVE:

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUITAR CENTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Barry Soosman

  	
   

  	
  By:

  	
  /s/ Larry Thomas

  	
   

  
	
  Barry Soosman

  	
  Name: Larry Thomas

  
	
   

  	
  Title: Co-Chief
  Executive Officer

  
	
   

  	
   

  
	
  Date: August 5, 2003

  	
  Date:August 1, 2003

  
					



 


S-1

















 


EXHIBIT A


 


STOCK OPTIONS


 


 


[Attached]


 


A-1

















 


	
  Personnel
  Option Status

  	
  Guitar
  Center, Inc.

  	
   

  
	
   

  	
  ID: 95-4600862

  	
  File:  OPTSTMT

  
	
   

  	
  5795, Lindero Canyon Rd.

  	
  Date:  7/31/2003

  
	
   

  	
  Westlake Village, CA
  91362

  	
  Time:  1:15:45PM

  



 


AS OF
8/4/2003


 


Barry
Soosman


852
Country Valley Rd.


Westlake
Village, CA USA 91362


 


	
  Number

  	
   

  	
  Option

  Date

  	
   

  	
  Plan

  	
   

  	
  Type

  	
   

  	
  Granted

  	
   

  	
  Price

  	
   

  	
  Exercised

  	
   

  	
  Vested

  	
   

  	
  Cancelled

  	
   

  	
  Unvested

  	
   

  	
  Outstanding

  	
   

  	
  Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  00000096

  	
   

  	
  6/3/1996

  	
   

  	
  1996

  	
   

  	
  NQ

  	
   

  	
  79,599

  	
   

  	
  $

  	
  10.8900

  	
   

  	
  71,500

  	
   

  	
  79,599

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  8,099

  	
   

  	
  8,099

  	
   

  
	
  00000162

  	
   

  	
  6/3/1996

  	
   

  	
  1996

  	
   

  	
  NQ

  	
   

  	
  79,599

  	
   

  	
  $

  	
  10.8900

  	
   

  	
  78,500

  	
   

  	
  79,599

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  1,099

  	
   

  	
  1,099

  	
   

  
	
  00000377

  	
   

  	
  4/5/2000

  	
   

  	
  1997

  	
   

  	
  ISO

  	
   

  	
  40,000

  	
   

  	
  $

  	
  10.5625

  	
   

  	
  0

  	
   

  	
  30,000

  	
   

  	
  0

  	
   

  	
  10,000

  	
   

  	
  40,000

  	
   

  	
  30,000

  	
   

  
	
  00001426

  	
   

  	
  8/2/2001

  	
   

  	
  1997

  	
   

  	
  ISO

  	
   

  	
  6,527

  	
   

  	
  $

  	
  15.3050

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  6,527

  	
   

  	
  6,527

  	
   

  	
  0

  	
   

  
	
  00001427

  	
   

  	
  8/2/2001

  	
   

  	
  1997

  	
   

  	
  NQ

  	
   

  	
  33,473

  	
   

  	
  $

  	
  15.3050

  	
   

  	
  0

  	
   

  	
  20,000

  	
   

  	
  0

  	
   

  	
  13,473

  	
   

  	
  33,473

  	
   

  	
  20,000

  	
   

  
	
  00001659

  	
   

  	
  5/22/2002

  	
   

  	
  1997

  	
   

  	
  ISO

  	
   

  	
  2,500

  	
   

  	
  $

  	
  16.9750

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  2,500

  	
   

  	
  2,500

  	
   

  	
  0

  	
   

  
	
  00001660

  	
   

  	
  5/22/2002

  	
   

  	
  1997

  	
   

  	
  NQ

  	
   

  	
  7,500

  	
   

  	
  $

  	
  16.9750

  	
   

  	
  0

  	
   

  	
  2,500

  	
   

  	
  0

  	
   

  	
  5,000

  	
   

  	
  7,500

  	
   

  	
  2,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  249,198

  	
   

  	
   

  	
   

  	
  150,000

  	
   

  	
  211,698

  	
   

  	
  0

  	
   

  	
  37,500

  	
   

  	
  99,198

  	
   

  	
  61,698

  	
   

  



 


Information
Currently on File


 


	
  Tax

  	
   

  	
  Rate%

  	
   

  	
  Option SDS Broker

  	
   

  	
  Registration

  	
   

  	
  Alternate Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Federal

  	
   

  	
  25.000

  	
   

  	
  Smith Barney

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Social Security

  	
   

  	
  6.200

  	
   

  	
  Attn: John Arnold

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Medicare

  	
   

  	
  1.450

  	
   

  	
  1901 Main St. 8th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CA-State

  	
   

  	
  9.300

  	
   

  	
  Irvine, CA 92614

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DTC 0418

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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