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Exhibit 10.25    
    


SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT  



        This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of
June 1, 2003 ("Commencement Date"), between Musician's Friend, Inc., a Delaware corporation (the
"Company"), and Robert V. Eastman (the "Executive"). This Agreement amends and restates that certain
Amended and Restated Employment Agreement that originally became effective on May 28, 1999 concurrently with the occurrence of the "Effective
Time" as such term is defined in that certain Agreement and Plan of Merger, dated as of May 13, 1999, by and among Guitar Center, Inc.
("Parent"), EMIC Acquisition Corporation and the Company (the "Merger Agreement"). 


RECITALS:  


        A.    Upon
the effectiveness of this Agreement, all prior employment agreements and related understandings between the Company and the Executive shall be terminated and
replaced with this Agreement. 



        B.    Executive
desires to render services to the Company and the Company desires to employ Executive, upon the terms and subject to the conditions and other provisions set
forth herein. 


AGREEMENT:  


        In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows: 




	1.
	EMPLOYMENT; EFFECT OF THIS AGREEMENT. 




        (a)   Upon
the terms and subject to the conditions of this Agreement, effective as of the Effective Time, the Company shall employ the Executive, and the Executive accepts
employment with the Company, for the period beginning on the Effective Time and ending as provided in Section 4 hereof (the "Employment Period"). 


        (b)   Upon
the occurrence of the Effective Time, this Agreement constituted the sole agreement relating to the employment and compensation of Executive by the Company and
superseded all prior agreements, arrangements and understandings of any sort whatsoever relating to services provided to the Company (including, without limitation, salary, bonus, perquisites,
stock-based compensation and director's fees), each of which was deemed terminated without any liability to the Company except for (i) accrued but unpaid regular salary and
(ii) unreimbursed business expenses as of the Effective Time. 


	2.
	POSITION AND DUTIES. 






        (a)   During
the Employment Period, the Executive shall serve initially as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities and
authority of the Chief Executive Officer, or such other duties and responsibilities reasonably consistent therewith with the Company or any Affiliate of the Company as the Board of Directors
("Board") of the Company or Parent may request from time to time, subject to the power of the Board and the powers delegated to the Executive's
superiors (if any) by the Board or the executive officers of Parent. At the request of Parent, Executive will also serve as a director of the Company. 


        (b)   The
Executive shall report to the Chairman of the Board of Parent, and the Executive shall devote his best efforts and substantially all of his business time, attention
and energies (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Affiliates. The Executive shall perform
his duties and responsibilities to the best of his abilities in a diligent, trustworthy, and 







 





businesslike
manner. Except with the prior written approval of the Board of the Company, Executive during the Employment Period will not (i) accept any other employment with a third party,
(ii) serve on the board of directors or similar body of any other business entity or (iii) engage, directly or indirectly, in any other business activity (whether or not pursued for
pecuniary advantage) that in the reasonable determination of the Board of the Company is or may be competitive with, or that might place him in a competing position to or otherwise conflict with, the
interests of the Company or any of its Affiliates. 


        (c)   Nothing
contained herein shall limit the authority of the Board of the Company or executive officers of Parent to elect one or more officers of the Company with
authority senior to that of Executive with respect to Executive's duties hereunder. 


	3.
	BASE SALARY AND BENEFITS. 






        (a)   Effective
June 1, 2003, the Executive's base salary shall be $375,000 per annum or such higher rate as the Board of Parent or its Compensation Committee
(excluding the Executive if he should be a member of such Board at the time of such determination) may designate from time to time (the "Base Salary"),
which salary shall be payable in such installments as is the policy of the Company with respect to its senior executive employees and shall be subject to Federal, state and local withholding and other
payroll taxes. In addition, during the Employment Period, the Executive shall be entitled to participate in all employee benefit programs for which all executives of the Company are generally eligible
and the Executive shall be eligible to participate in all insurance plans available generally to all executives of the Company. 


        (b)   In
addition to the Base Salary, for each fiscal year ending during the Employment Period, Executive shall also be eligible to receive an annual bonus at the discretion
of the Board of Parent or its Compensation Committee of up to seventy-five percent (75%) of Base Salary (the "Bonus Opportunity"). However,
for any fiscal year ending during the Employment Period that the Company attains the operating income target for the Company (the "Performance Target")
as determined by the Board of Parent or its Compensation Committee in advance of such fiscal year and communicated in writing to Executive, Executive shall be paid one hundred percent (100%) of his
annual Bonus Opportunity for such fiscal year (i.e., for the avoidance of doubt, an amount equal to seventy-five percent (75%) of the Base
Salary). The Board of Parent or its Compensation Committee shall adjust the Performance Target as it determines necessary to reflect unusual or non-recurring events impacting the Company's
operating income. 


        (c)   The
Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent
with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and
documenting such expenses. 


        (d)   During
the Employment Period, the Executive shall be entitled to four weeks paid vacation during each 12-month period worked. Vacation time not used in a
given year will not accrue and may not be carried forward to any future period. 


	4.
	TERM; SEVERANCE. 






        (a)   Unless
renewed by the mutual agreement of the Company and the Executive, the Employment Period shall end on June 1, 2006 (as may be extended in accordance with
this Agreement, the "Scheduled Termination Date"); provided,  however, that (i) the Employment Period
shall terminate prior to such date upon the Executive's resignation pursuant to
Section 4(i) hereof, or the death or Disability (as hereinafter defined) of Executive; and 




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(ii) the
Employment Period may be terminated by the Company at any time prior to such date for Cause (as defined below) or without Cause;  provided, further, that in
the event neither party has given notice of its intent to terminate the
Employment Period by the date that is 180 days prior to a given Scheduled Termination Date (as may have been extended in accordance with this Agreement), the Scheduled Termination Date shall
automatically be extended an additional 12 months. In the event that at least 180 days prior to a given Scheduled Termination Date (as may have been extended) the Company provides notice
of its intent to terminate the Employment Period as of such Scheduled Termination Date, then as of such Scheduled Termination Date the Employment Period shall end and Executive shall be entitled to
receive as severance and in lieu of any other salary, severance, bonuses and other under this Agreement (if any): (1) continuation of the Base Salary for twelve (12) months after the
relevant Scheduled Termination Date and (2) an annual bonus for the fiscal year in which the Employment Period terminates, with such bonus determined assuming 100% of the performance objectives
for such fiscal year have been attained (i.e., for the avoidance of doubt, in an amount equal to seventy-five percent (75%) of the Base Salary). Such severance payments will be made
periodically in the same amounts and at the same intervals as the Base Salary and annual bonus were paid immediately prior to termination of employment. Executive shall have no duty to mitigate any
damages which Executive may suffer as a result of such termination nor shall the severance benefits payable be reduced by any sums actually earned by Executive as a result of any other employment
obtained by Executive subsequent to the termination of the Employment Period. 


        (b)   For
purposes of this Agreement the term "Disability" means any long-term disability or incapacity which
(i) renders the Executive unable to substantially perform all of his duties hereunder for 180 days during any 365 day period or (ii) would reasonably be expected to render
the Executive unable to substantially perform all of his duties for 180 days during any 365 day period, in each case as determined by the Board of the Company (excluding the Executive if
he should be a member of the Board at the time of such determination) in its good faith judgment after seeking and reviewing advice from a qualified physician. 


        (c)   If
the Employment Period is terminated prior to the Scheduled Termination Date by the Company without Cause or by the Executive with Reasonable Justification, the
Executive shall be entitled to receive as severance: (i) the Base Salary for the greater of (A) 12 months or (B) the period beginning on the date of such termination and
ending on the then applicable Scheduled Termination Date (the "Severance Period"); (ii) with regard to the post-termination period,
an annual cash bonus equal to the last annual bonus (excluding any portion thereof that the Co-Chief Executive Officers of the Parent considered extraordinary and
non-recurring) he received prior to termination (such bonus to be pro rated for any partial year) and (iii) continuation of his medical benefits for the Severance Period (or, if
such continuation is not permitted by the Company's insurers beyond the Employment Period, an annual cash payment equal to the average premium the company pays to obtain health insurance for an
employee), unless the Executive has breached the provisions of this Agreement, in which case the provisions of Section 12(a)(iii) shall apply. For purposes of this Section 4(c),
benefits will not include future participation in any bonus or equity incentive pool, other than continuation of annual cash bonuses as contemplated in the previous sentence. Such severance payments
will be made periodically in the same amounts and at the same intervals as the Base Salary, annual bonus and benefits (as applicable) were paid immediately prior to termination of employment.
Executive shall have no duty to mitigate any damages which Executive may suffer as a result of such termination nor shall the severance benefits payable be reduced by any sums actually earned by
Executive as a result of any other employment obtained by Executive subsequent to the termination of the Employment Period. 




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        (d)   If
the Employment Period is terminated prior to the Scheduled Termination Date for any reason other than by the Company without Cause or by the Executive with Reasonable
Justification, the Executive shall be entitled to receive only the Base Salary and then only to the extent such amount has accrued through the date of termination. 


        (e)   Except
as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of the Executive's
rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of the Employment Period shall cease upon such termination. In the event that the
Employment Period is terminated by the Company without Cause or by the Executive with Reasonable Justification, the Executive's sole and exclusive remedy shall be to receive the severance payments and
benefits described in Section 4(c) hereof. 


        (f)    If
at any time that Executive is employed by the Company hereunder (i) the Employment Period is terminated as a result of the Executive's death or Disability,
(ii) there is a Sale of the Business or (iii) the Employment Period is terminated by the Company without Cause or by the Executive with Reasonable Justification, all stock options then
held by the Executive and granted to him on or after the Commencement Date shall immediately vest and become exercisable. 



        (g)   As
a condition to the Executive's receipt of any post-termination benefits described in Sections 4(a), (c) and (f) hereof, the Executive shall
be required to execute a Release of all claims arising out of his employment or the termination thereof, which release will also include a customary non-disparagement covenant from
Executive (the "Release"), in a form reasonably acceptable to the Company. Such Release shall specifically relate to all of the Executive's rights and
claims in existence at the time of such execution but shall exclude any continuing obligations the Company may have to the Executive following the date of termination under this Agreement or any other
agreement providing for obligations to survive the Executive's termination of employment. 



        (h)   For
purposes of this Agreement, "Cause" means any termination by the Company of Executive's employment within
90 days after the Board of Parent becomes aware of the occurrence of any of the following: 



        (i)    the
ongoing and repeated failure by the Executive to perform such lawful duties consistent with Executive's position as are reasonably requested by the Board or Parent
or the Company in good faith as documented in writing to the Executive (other than as a result of Executive's illness or disability); 



        (ii)   the
Executive's ongoing and repeated material neglect of his duties on a general basis (other than as a result of Executive's illness or disability), notwithstanding
written notice of objection from the Board of Parent or the Company and the expiration of a 30 day cure period; 


        (iii)  the
commission by the Executive of any act of fraud, theft or criminal dishonesty with respect to the Company or any of its Affiliates, or the conviction of the
Executive of any felony; 


        (iv)  the
commission of any act involving moral turpitude which (a) brings the Company or any of its Affiliates into public disrepute or disgrace, or (b) causes
material injury to the customer relations, operations or the business prospects of the Company or any of its Affiliates; or 


        (v)   material
breach by the Executive of this Agreement, including, without limitation, any breach by the Executive of the provisions of Sections 5, 6 or 7 hereof, not 





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cured
within 30 days after written notice to Executive from the Board of Parent or the Company; provided,  however, that in the event of an intentional
breach of the provisions of Sections 5, 6 or 7 hereof, the Executive shall not have the opportunity to
cure. 




        (i)    The
Executive may, within ninety (90) days after giving written notice to the Company and the Company's failure to cure, voluntarily terminate employment with the
Company upon any event giving rise to Reasonable Justification for such voluntary termination. 


        (j)    For
purposes of this Agreement, "Reasonable Justification" means any voluntary termination by the Executive of his
employment with the Company within ninety (90) days after the occurrence of any of the following events without Executive's written consent: 



        (i)    the
Executive is directed to perform an act that the Executive reasonably believes after consultation with counsel to be in contravention of law, or which the Executive
reasonably believes would subject the Company and himself to material liability, despite his express written objection addressed to the Board of Parent with respect to such action; 


        (ii)   there
has been any material reduction in the nature or scope of Executive's responsibilities, or the Executive is assigned duties that are materially inconsistent with
his position (in each case, other than on a temporary basis); 


        (iii)  there
is any material reduction in the Executive's compensation or a material reduction in Executive's other benefits (other than reductions in benefits that generally
affect all employees entitled to such benefits ratably); 


        (iv)  the
Executive is required by the Company, after written objection by the Executive, to relocate his principal place of employment outside a radius of fifty miles from
his place of employment immediately prior to such relocation; or 


        (v)   there
is a material failure by the Company to perform any of its obligations to the Executive under this Agreement; 






provided, however, that with respect to unintentional breaches of Section 4(j)(ii),
(iii) and (v), the Company shall be given written notice by Executive of such breach and 30 days to cure such breach, if curable. 




        (k)   For
purposes of this Agreement, "Sale of the Business" shall mean a transaction or series of integrated transactions
involving an Independent Third Party or group of Independent Third Parties acting in concert pursuant to which such party or parties acquire (i) capital stock of the Parent or the Company
possessing the voting power to elect a majority of the entire board of directors of the Parent or the Company, as the case may be (whether by merger, consolidation or issuance of the Parent's capital
stock), or (ii) all or substantially all of the Parent's or the Company's assets determined on a
consolidated basis, or (iii) 60% or more of all of the Parent's or the Company's common stock, on a fully diluted basis. 


        (l)    For
purposes of this Agreement, "Independent Third Party" shall mean any Person who, immediately prior to a contemplated
transaction, individually and with its Group or Family Group, as the case may be, does not own in excess of 10% of the Parent's common stock, on a fully-diluted basis. 


        (m)  For
purposes of this Agreement, "Group" shall mean: 



        (i)    in
the case of a partnership, (A) such partnership and any of its limited or general partners, (B) any corporation or other business organization to which
such partnership shall sell all or substantially all of its assets or with which it shall be merged, 





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(C) any
Affiliate of such partnership, and (D) with respect to any individual identified in clauses (A) through (C) above, members of his Family Group; and 


        (ii)   in
the case of a corporation, (A) such corporation, (B) any corporation or other business organization to which such corporation shall sell or transfer
all or substantially all of its assets or with which it shall be merged, (C) any Affiliate of such corporation, and (D) with respect to any individual identified in clauses
(A) through (C) above, members of his Family Group. 




        (n)   For
purposes of this Agreement, "Family Group" shall mean an individual's spouse, ancestors and/or descendants (whether
natural or adopted) and the estate of and any trust solely for the benefit of such individual and/or the individual's spouse, ancestors and/or descendants. 


        (o)   For
purposes of this Agreement, "Affiliate" shall mean with respect to any Person, (i) a director, officer or
partner of such Person or any Person identified in clause (iii) below, (ii) a spouse, parent, sibling or descendant of such Person (or a spouse, parent, sibling or descendant of any
director or executive officer of such Person), and (iii) any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common
control with, such Person. The term "control" includes, without limitation, the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, the "Affiliates" of the Company shall,
without limitation, include Parent and each direct and indirect subsidiary of Parent. 



        (p)   For
purposes of this Agreement, "Person" shall be construed broadly and shall include, without limitation, an individual,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a limited liability company and a governmental entity or any department or agency thereof. 


        (q)   Upon
termination of the Employment Period for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the
Company or any of its Affiliates. 


	5.
	NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. 




        (a)   The
Executive will not disclose to a third party or use for his personal benefit or for the benefit of a third party, at any time, either during the Employment Period or
thereafter, any Confidential Information (as defined below) of which the Executive is on the date hereof or hereafter becomes aware, whether or not such information is developed by him, except to the
extent that such disclosure or use is directly related to and required by the Executive's performance in good faith of duties assigned to the Executive by the Company or as required by law or
necessary for Executive to enforce his rights hereunder. The Executive will take all reasonable and appropriate steps to safeguard Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Employment Period or at any time the Company may request all memoranda, notes, plans, records,
reports, computer files and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (each as defined below) or the business of the Company or
any of its Affiliates which the Executive may then possess or have under his control. 


        (b)   As
used in this Agreement, the term "Confidential Information" means information that is not generally known to the
public and that is used, developed or obtained by the Company or its Affiliates in connection with their business, including but not limited to (i) information, observations and data obtained
by the Executive while employed by the 




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Company
(including those obtained prior to the date of this Agreement) concerning the business or affairs of the Company, (ii) products or services, (iii) fees, costs and pricing
structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings,
(viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes,
whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all
production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has
been published in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been
published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination. 


	6.
	INVENTIONS AND PATENTS. 






        (a)   The
Executive agrees that all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings,
reports, service marks, trademarks, tradenames, logos and all similar or related information (whether patentable or unpatentable) which relates to the Company's or any of its Affiliates' actual or
anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours and
whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent
applications, letters patent, trademark, tradename and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively
referred to herein as, the "Work Product") belong to the Company or such Affiliate. The Executive will promptly disclose such Work Product as may be
susceptible of such manner of communication to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such
ownership (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of
its Affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating
to any Work Product. 


        (b)   CALIFORNIA EMPLOYEE PATENT ACT NOTIFICATION. In accordance with Section 2872 of the California Employee Patent
Act, West's Cal. Lab. Code Section 2870 et. seq., if applicable, Executive is
hereby advised that Section 6(a) does not apply to any invention, new development or method (and all copies and tangible embodiments thereof) made solely by Executive for which no equipment,
facility, material, Confidential Information or intellectual property of the Company or any of its Affiliates was used and which was developed entirely on Employee's own time;  provided, however, that Section 6(a) shall apply if the invention, new development or method
(i) relates to the Company's or any of its Affiliates' actual or demonstrably anticipated businesses or research and development, or (ii) results from any work performed by Executive for
the Company or any of its Affiliates. 


	7.
	NON-COMPETE AND NON-SOLICITATION. 




        (a)   The
Executive acknowledges and agrees with the Company that during the course of the Executive's involvement and/or employment with, the Company, or Parent, as the case 




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may
be, such Executive has had and will continue to have the opportunity to develop relationships with existing employees, vendors, suppliers, customers and other business associates of the Company
and its Affiliates which relationships constitute goodwill of the Company, and the Company would be irreparably damaged if the Executive were to take actions that would damage or misappropriate such
goodwill and that such harm is inconsistent with the duty owed by Executive as a senior officer and/or director of Parent and/or the Company to preserve the value of such goodwill for the benefit of
the stockholders. Accordingly, the Executive agrees as follows: 



        (i)    The
Executive acknowledges that the Company and its Affiliates currently conduct business throughout the United States, including without limitation the areas listed on  Exhibit A attached hereto (the
"Territory"). Accordingly, during the period commencing on the
date hereof and ending on the later of (x) the first anniversary of the termination of the Employment Period or (y) if the Executive was terminated without Cause, or resigns with
Reasonable Justification, the Scheduled Termination Date (such period is referred to herein as the "Non-Compete Period"), the Executive
shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or consult with, or have a financial or other interest in, any business
which engages in selling, at the retail level, (including, without limitation, through retail stores, by phone, by mail, by catalog or by Internet or other means of electronic commerce) musical
instruments, pro-audio equipment or related accessories within the Territory (the "Line of Business"), whether for or by himself or as a
representative for any other Person. 


        (ii)   Notwithstanding
the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding equity securities of
any entity, which securities are traded on a national or foreign securities exchange, quoted on the Nasdaq Stock Market or other automated quotation system, and which entity competes with the Company
(or any part thereof) within the Territory, shall not (by itself) be deemed to be giving or lending funds to, otherwise financing or having a financial interest in a competitor. In the event that any
entity in which the Executive has any
financial or other interest directly or indirectly enters into the Line of Business during the Non-Compete Period, the Executive shall divest all of his interest (other than any amount
permitted to be held pursuant to the first sentence of this Section 7(a)(ii)) in such entity within thirty (30) days after learning that such entity has entered the Line of Business. 


        (iii)  The
Executive covenants and agrees that during the Non-Compete Period, the Executive will not, directly or indirectly, either for himself or for any other
person or entity, (1) solicit any employee of the Company (other than such Executive's personal assistant or secretary) or any Affiliate to terminate his or her employment with the Company or
any Affiliate, (2) employ any such individual during his or her employment with the Company or any Affiliate and for a period of six months after such individual terminates his or her
employment with the Company or any Affiliate or (3) solicit any vendor or business affiliate of the Company to cease to do business with the Company or to change its practices with respect to
the Company or any Affiliate. 




        (b)   The
Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the business of the Company or its
Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company or holder of common stock of Parent and as
otherwise provided hereunder to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise 




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earning
a living. Executive also acknowledges that, in connection with the closing of the transactions contemplated by the Merger Agreement, Parent acquired all of the equity interests in the Company,
including any previously held directly or indirectly by Executive. 


        (c)   The
covenants contained in Section 7(a) and 7(b) are for the sole benefit of the Company and may be reduced (but not increased) in scope, or curtailed as to
Territory, time period, or both, without resulting in a modification of any other provision of this Agreement, as the Company may determine in its sole discretion. 


        (d)   The
provisions of this Section 7 shall terminate in the event the Company fails to make any payments required by Section 4(c) and such failure remains
uncured for a period equal to at least thirty (30) days after written notice of such event from Executive. 




        8.     EMPLOYMENT AT-WILL. Subject to the termination obligations, if any, provided for in this Agreement, Executive
hereby agrees that the Company may dismiss him and terminate his employment with the Company without regard to (i) any general or specific policies (whether written or oral) of the Company
relating to the employment or termination of its employees, or (ii) any statements made to Executive, whether made orally or contained in any document, pertaining to Executive's relationship
with the Company, or (iii) assignment of Cause by the Executive. Inclusion under any
benefit plan or compensation arrangement will not give the Executive any right or claim to any benefit hereunder except to the extent such right has become fixed under the express terms of this
Agreement. 


        9.     INSURANCE. The Company may, for its own benefit, maintain "keyman" life and disability insurance policies covering the
Executive, provided the same does not prevent Executive from obtaining reasonable amounts of insurance for his family or estate planning needs. The Executive will cooperate with the Company and
provide such information or other assistance as the Company may reasonably request in connection with the Company obtaining and maintaining such policies. 


        10.   EXECUTIVE REPRESENTATION. 



        (a)   The
Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by the Executive does not and will
not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject,
(ii) the Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other
person or entity and (iii) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a valid and binding obligation of the Executive,
enforceable in accordance with its terms. 


        (b)   During
the Employment Period, Executive shall adhere to all policies and procedures established by the Company from time to time in its discretion, generally applicable
to all executives of the Company and disclosed to Executive, including without limitation, any policies related to sexual harassment, anti-discrimination and similar employment practices. 


        (c)   Executive
represents and agrees that he fully understands his right to discuss all aspects of this Agreement with his private attorney, and that to the extent, if any,
that he desired, he availed himself of such right. Executive further represents that he has carefully read and fully understands all of the provisions of this Agreement, that he is competent to
execute this Agreement, that his agreement to execute this Agreement has not been obtained by any duress and that he freely and voluntarily enters into it, and that he has read this document in its
entirety and fully understands the meaning, intent and consequences of this document. 




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        11.   NOTICES. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice,
request, demand, claim or other communication hereunder shall be delivered personally to the recipient, delivered by United States Post Office mail (postage prepaid and return receipt requested),
telecopied to the intended recipient at the number set forth therefor below (with
hard copy to follow), or sent to the recipient by reputable express courier service (charges prepaid) and addressed to the intended recipient as set forth below: 




If
to the Company, to: 



Musician's
Friend, Inc.

931 Chevy Drive

Medford, Oregon 97504

Attention: Board of Directors 




with
a copy to: 



Guitar
Center, Inc.

5795 Lindero Canyon Road

Westlake Village, California 91362

Attention: Chairman of the Board

Telephone: (818) 735-8800

Telecopier: (818) 735-8833 




with
a copy to: 



Latham &
Watkins LLP

135 Commonwealth Drive

Menlo Park, CA 94025

Attention: Anthony J. Richmond, Esq.

Telephone: (650) 328-4600

Telecopier: (650) 463-2600 




If
to the Executive, to the address noted on the signature page of this Agreement. 





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. Any such communication shall be deemed to have been
delivered and received (a) when delivered, if personally delivered, sent by telecopier or sent by overnight courier, and (b) on the fifth business day following the date posted, if sent
by mail. 


        12.   GENERAL PROVISIONS. 



        (a)   SEVERABILITY/ENFORCEMENT.




        (i)    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 





10





 



limiting
the generality of the preceding sentence, if at the time of enforcement of Section 5, 6 or 7 of 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. 


        (ii)   Because
the Executive's services are unique and because the Executive has access to Confidential Information and Work Product, the parties hereto agree that money
damages would be an inadequate remedy for any breach of this Agreement by the Executive. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or
assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to
enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). 



        (iii)  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 Section 5, 6 or 7 (and such violation, if unintentional on the part of the Executive, continues for a period of twenty-one (21) days
following receipt of written notice from the Company), any severance payments then or thereafter due from the Company to 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 Sections
5, 6 or 7 of this 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 12(a)(iii). 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. 




        (b)   COMPLETE AGREEMENT; SURVIVAL. This Agreement, those documents expressly referred to herein and all other documents of
even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way. The representations, warranties, covenants and agreements made herein shall, as applicable, survive any termination of this
Agreement in accordance with their respective terms. 


        (c)   SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be
enforceable by the Executive and the Company and their respective successors, assigns, heirs, representatives and estate; provided,  however, that the
rights and obligations of the Executive under this Agreement shall not be assigned without the prior written consent of the Company. 



        (d)   GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF
DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. 


        (e)   JURISDICTION, ETC.




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        (i)    Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Oregon State court or
Federal court of the United States of America sitting in the State of Oregon, 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 Oregon State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in 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. Without limiting the foregoing, Executive acknowledges that 10 Del. C. Section 3114, as amended
effective January 1, 2004, applies to Executive as Chief Executive Officer of the Company and that any violation of Sections 5, 6 or 7 hereof shall be deemed also to constitute a breach of his
duties to the Company as an officer and/or director thereof. 


        (ii)   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 Oregon state or Federal court. 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. 


        (iii)  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. 




        (f)    AMENDMENT AND WAIVER. The provisions of this Agreement may be amended and waived by mutual agreement of the parties only
by a written instrument executed by the Company and Executive which makes express reference to this Agreement and no course of conduct or failure or delay in enforcing the provisions of this Agreement
shall affect the validity, binding effect or enforceability of this Agreement or any provision hereof. 


        (g)   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. 



        (h)   HEADINGS. The section headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. 


        (i)    COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument. 


        (j)    CONSTRUCTION. The parties participated jointly in the negotiation and drafting of this Agreement and the language used in
this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will
accordingly be construed as drafted jointly by the parties to this Agreement, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of the
authorship of any of the provisions of this Agreement. 




(Signature
Page Follows) 


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        IN WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated Employment Agreement as of the date first written above. 



	 	 	MUSICIAN'S FRIEND, INC.
	

 	
 	

By:	

    
 Authorized Signatory	
 	

 
	

 	
 	

 	

 	
 	

 
	

 	
 	

EXECUTIVE
	 	 	 	    
 Robert V. Eastman	 	 
	

 	
 	

 	

 	
 	

 





	Address for Notice:	 	 	 	 	 
	

 	
 	

 	

 	
 	

 
	

    
	
 	

 	

 	
 	

 
	

    
	
 	

 	

 	
 	

 
	

    
	
 	

 	

 	
 	

 
	 	 	 	 	 	 




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   EXHIBIT A  


TERRITORY  


Retail Stores:  


ARIZONA:
  Phoenix metropolitan area 


CALIFORNIA:
  Los Angeles County metropolitan areas

Orange County metropolitan areas

San Diego County metropolitan areas

San Francisco/Alameda/Contra Costa/Marin/San Mateo/Santa Clara

County metropolitan areas

San Bernardino/Riverside County metropolitan area 


COLORADO:
  Denver metropolitan area 


CONNECTICUT:
  Hartford metropolitan area 


FLORIDA:
  Miami metropolitan area

Ft. Lauderdale/Hollywood metropolitan area 


GEORGIA:
  Atlanta/Marietta metropolitan area 


ILLINOIS:
  Chicago metropolitan area 



LOUISIANA:
  New Orleans metropolitan area 


MARYLAND:
  Baltimore metropolitan area 


MASSACHUSETTS:
  Boston metropolitan area 


MICHIGAN:
  Detroit metropolitan area 


MINNESOTA:
  Minneapolis/St. Paul metropolitan area 



MISSOURI:
  St Louis metropolitan area 


NEVADA:
  Las Vegas metropolitan area 


NEW JERSEY:
  Newark metropolitan area 


NEW YORK:
  New York City metropolitan and tri-state area 


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OHIO:
  Cleveland metropolitan area

Cincinnati metropolitan area 


OREGON:
  Medford metropolitan area

Eugene metropolitan area

Portland metropolitan area 


TENNESSEE:
  Knoxville metropolitan area 


TEXAS:
  Dallas/Ft. Worth metropolitan area

Houston metropolitan area 



UTAH:
  Salt Lake City metropolitan area 


VIRGINIA:
  Fairfax County, Washington, D.C. metropolitan area 


WASHINGTON:
  Seattle metropolitan area. 


Catalog and Electronic Commerce:  


The
United States of America 


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Exhibit 10.25