Exhibit 10.5


 


NON-EMPLOYEE DIRECTOR


 


RESTRICTED STOCK AGREEMENT


 


THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT, dated as of                     ,
200    (the “Effective Date”), is made by and among
Guitar Center, Inc., a Delaware corporation (the “Company”), and                            ,
a Non-Employee Director of the Company (the “Holder”):


 


WHEREAS, the Company has established The 2004 Guitar
Center, Inc. Incentive Stock Award Plan (the “Plan”);


 


WHEREAS, the Company wishes to carry out the Plan (the
terms of which are hereby incorporated by reference and made a part of this
Agreement);


 


WHEREAS, the Plan
provides for the issuance of shares of the Company’s Common Stock (as defined
herein) subject to certain restrictions thereon; and


 


WHEREAS, the Company’s Board of Directors (the “Administrator”
or the “Board”), has determined that it would be to the advantage and in
the best interest of the Company and its stockholders to obtain and retain the
services of Non-Employee Directors considered essential to the long range
success of the Company by offering them an opportunity to own stock in the
Company.


 


NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1           General.  Wherever the following terms are used in this
Agreement they shall have the meanings specified below, unless the context
clearly indicates otherwise.  Capitalized
terms not defined herein shall have the meanings assigned to such terms in the
Plan.  The masculine pronoun shall
include the feminine and neuter, and the singular the plural, where the context
so indicates.


 


1.2           Disability.  “Disability” shall mean permanent and
total disability (within the meaning of Section 22(e)(3)
of the Code).


 


ARTICLE II.


AWARD OF RESTRICTED
STOCK


 


2.1           Award
of Shares.  For good and valuable
consideration which the Administrator has determined to exceed the par value of
its Common Stock, on the date hereof, the Company issues to


 





















 


the
Holder                    (                         )
shares of its Common Stock, par value $0.01, (the “Shares”) upon the
terms and conditions set forth in this Agreement.


 


2.2           Consideration
to the Company.  As consideration for
the issuance of the Shares by the Company, the Holder agrees to remain a
Director to the Company, with such duties and responsibilities as the Company
shall from time to time prescribe, for a period of at least one year after the
Shares are issued.  Nothing in this
Agreement or in the Plan shall confer upon the Holder any right to continue in
the service of the Company or shall interfere with or restrict in any way the
rights of the Company which are hereby expressly reserved, to discharge a
Holder who is a Director at any time for any reason whatsoever, with or without
cause and with or without advance notice.


 


ARTICLE III.


RESTRICTIONS


 


3.1           Forfeiture.  Upon the Holder’s
Termination of Directorship (as defined in the Plan), all of the Unreleased
Shares (as defined below) shall thereupon be forfeited immediately and without
any further action by the Company (the “Forfeiture Restriction”).


 


3.2           Unreleased
Shares Not Transferable.  Unless
otherwise permitted by the Administrator pursuant to the Plan, no Unreleased
Shares or any interest or right therein or part thereof shall be liable for the
debts, contracts or engagements of the Holder or his successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect
(the “Transfer Restriction”); provided, however, that this
Section 3.2 shall not prevent transfers by will or by applicable laws of
descent and distribution.


 


In case of a permitted transfer, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Agreement, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section.  Any transferee shall acknowledge the same by
signing a copy of this Agreement. 
Transfer or sale of the Shares is subject to restrictions on transfer
imposed by any applicable state and federal securities laws.


 


3.3           Release
of Shares from Restrictions.


 


(a)           Subject to Sections 3.1, 3.6 and 3.7,
the Shares shall be released from the Forfeiture Restriction and the Transfer
Restriction as follows:


 


Twenty five percent (25%)
of the Shares shall be released from the Forfeiture Restriction and the
Transfer Restriction on each of the first four anniversaries of the Effective
Date so that one hundred percent (100%) of the Shares shall have been released
from the Forfeiture Restriction and the Transfer Restriction on the fourth (4th)
anniversary of the


 


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Effective Date; provided that
during the period between the Effective Date and any such release date the
Holder continuously serves as a member of the Board or the board of directors
of any successor.


 


Notwithstanding the
foregoing, one hundred percent (100%) of the Shares subject to the Forfeiture
Restriction and the Transfer Restriction shall be released from such Forfeiture
Restriction and Transfer Restriction as of the earlier of: (i) a Change in
Control (as defined in the Plan), in which event the Shares shall be released
from the Forfeiture Restriction and the Transfer Restriction immediately prior
to the Change in Control; or (ii) the Qualified Retirement (as defined below)
of the Holder from service as a member of the Company’s Board or of the board
of directors of any successor; provided that
during the period between the Effective Date and such release date the Holder
continuously serves as a member of the Board or such successor board of
directors.


 


For
the purposes of this Agreement, a “Qualified Retirement” shall mean that
the Holder resigns or elects not to stand for reelection to the Board or the
board of directors of any successor in connection with (i) reaching a mandatory
retirement age or, if earlier, after five full consecutive years of service as
a director, (ii) a general cessation of such person’s business activities
approved by the Compensation Committee of the Board (the “Committee”),
or (iii) any other similar event as determined by the Committee, subject in the
case of (ii) and (iii) to Section 4.5 below.


 


(b)           Any of the Shares which, from time to
time, have not yet been released from the Forfeiture Restriction and the
Transfer Restriction are referred to herein as “Unreleased  Shares.”


 


3.4           Legend.  Certificates representing Shares issued
pursuant to this Agreement shall, until such Shares are released from the
Forfeiture Restriction and the Transfer Restriction and new certificates are
issued therefore, bear the following legend:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND CERTAIN
RESTRICTIONS ON TRANSFERABILITY UNDER THE TERMS OF THAT CERTAIN NON-EMPLOYEE
DIRECTOR RESTRICTED STOCK AGREEMENT BY AND BETWEEN GUITAR CENTER, INC. (THE “COMPANY”)
AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY
OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE
PROVISIONS OF SUCH AGREEMENT.”


 


3.5           Issuance
of Certificates for Vested Shares. 
Subject to Section 3.7, upon the release of Shares from the Forfeiture
Restriction and the Transfer Restriction, the Company shall cause new
certificates to be issued with respect to such vested Shares and delivered to
the Holder or his legal


 


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representative, free from the
legend provided for in Section 3.4.  Such
vested Shares shall cease to be subject to the terms and conditions of this
Agreement.


 


3.6           Restrictions
On New Shares. 
In the event that the Holder receives any new or additional or different
shares or securities which are attributable to the Holder in his capacity as
the registered owner of Shares then subject to Forfeiture Restriction and the
Transfer Restriction, such new or additional or different shares or securities
shall be considered to be Shares under this Agreement and shall be subject to
the Forfeiture Restriction and the Transfer Restriction, unless the
Administrator provides otherwise.


 


3.7           Tax
Withholding.  Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to
require payment in cash or deduction from other compensation payable to the
Holder of any sums required by federal, state or local tax law to be withheld
with respect to the issuance, lapsing of restrictions on or exercise of the
Shares.  The Administrator may, in their
discretion, allow the Holder to deliver shares of Common Stock owned by the
Holder duly endorsed for transfer to the Company with an aggregate Fair Market
Value on the date of delivery equal to the statutory minimum sums to be
withheld.  The Company shall not be
obligated to deliver any new certificate representing vested Shares to the
Holder or his legal representative unless and until the Holder or his legal
representative shall have paid or otherwise satisfied in full the amount of all
federal, state and local taxes applicable to the taxable income of the Holder
resulting from the grant of the Shares or the lapse or removal of the
Forfeiture Restriction and the Transfer Restriction.


 


ARTICLE IV.


MISCELLANEOUS


 


4.1           Conditions
to Issuance of  Stock Certificates. 
The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock pursuant to this Agreement prior to fulfillment
of all of the following conditions:


 


(a)           The admission of such shares to
listing on all stock exchanges on which such class of stock is then listed; and


 


(b)           The payment by the Holder of all
amounts required to be withheld, under federal, state and local tax laws, with
respect to the issuance of Shares and/or the lapse or removal of the Forfeiture
Restriction and/or the Transfer Restriction; and


 


(c)           The lapse of such reasonable period
of time as the Administrator may from time to time establish for reasons of
administrative convenience; and


 


(d)           The completion of any registration or
other qualification of such shares under any state or federal law or under
rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, which the Administrator shall, in its
absolute discretion, deem necessary or advisable; and


 


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(e)           The obtaining of any approval or
other clearance from any state or federal governmental agency which the
Administrator shall, in its absolute discretion, determine to be necessary or
advisable.


 


4.2           Escrow.


 


(a)           Holder hereby
authorizes and directs the person designated by the Company to transfer the
Unreleased Shares as to which the Forfeiture Option is effective from Holder to
the Company.


 


(b)           To insure the
availability for delivery of Holder’s Unreleased Shares upon forfeiture
pursuant to Section 3.1, Holder hereby appoints the person designated by the
Company as escrow agent as its attorney-in-fact to sell, assign and transfer
unto the Company, such Unreleased Shares, if any, forfeited pursuant to the
Forfeiture Option and shall, upon execution of this Agreement, deliver and
deposit with such person designated by the Company the share certificates
representing the Unreleased Shares, together with the stock assignment duly
endorsed in blank, attached hereto as Exhibit A.  If married, Holder shall obtain the consent
of his or her spouse to this Agreement in the form attached hereto as Exhibit
B.  The Unreleased Shares and stock
assignment shall be held by the Company’s designee in escrow, pursuant to the
Joint Escrow Instructions of the Company and Holder attached as Exhibit C
hereto, until the Forfeiture Restriction becomes effective as provided in Section
3.1, until such Unreleased Shares are vested, or until such time as this
Agreement no longer is in effect.  Upon
vesting of the Unreleased Shares, the escrow agent shall deliver to the Holder,
upon request, the certificate or certificates representing such Shares in the
escrow agent’s possession belonging to the Holder, and the escrow agent shall
be discharged of all further obligations hereunder; provided, however, that the
escrow agent shall nevertheless retain such certificate or certificates as escrow
agent if so required pursuant to other restrictions imposed pursuant to this
Agreement.


 


(c)           The Company, or
its designee, shall not be liable for any act it may do or omit to do with
respect to holding the Shares in escrow and while acting in good faith and in
the exercise of its judgment.


 


4.3           Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Holder shall be addressed to him
at the address given beneath his signature hereto. By a notice given pursuant
to this Section 4.3, either party may hereafter designate a different address
for notices to be given to it or him. Any notice which is required to be given
to the Holder shall, if the Holder is then deceased, be given to the Holder’s
personal representative if such representative has previously informed the
Company of his status and address by written notice under this Section
4.3.  Any notice shall have been deemed
duly given when enclosed in a properly sealed envelope or wrapper 


 


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addressed as aforesaid, deposited
(with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service.


 


4.4           Rights
as Stockholder.  Except as otherwise provided
herein, upon delivery of the Shares to the escrow holder pursuant to Section
4.2, the Holder shall have all the rights of a stockholder with respect to said
shares, subject to the restrictions herein, including the right to vote the
shares and to receive all dividends or other distributions paid or made with
respect to the Shares; provided, however, that any and all shares
of Common Stock received by the Holder with respect to such Shares as a result
of stock dividends, stock splits or any other form of recapitalization shall
also be subject to the Forfeiture Restriction and the Transfer Restriction
until such restrictions on the underlying Shares lapse or are removed pursuant
to this Agreement.


 


4.5           Authority
to Amend.  Without limiting the
general authority of the Administrator, the Administrator hereby expressly
reserves the authority at any time to amend, with the consent of the Holder,
the circumstances under which the Shares may be released from the Forfeiture
Restriction and Transfer Restriction by operation of clause (ii) or clause
(iii) of the definition of “Qualified Retirement.”


 


4.6           Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


4.7           Conformity
to Securities Laws.  The Holder
acknowledges that the Plan and this Agreement are intended to conform to the
extent necessary with all provisions of all applicable federal and state laws,
rules and regulations (including but not limited to, the Securities Act and the
Exchange Act) and to such approvals by any listing, regulatory or other
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. 
Notwithstanding anything herein to the contrary, this Agreement shall be
administered, and the Shares shall be issued, only in such a manner as to
conform to such laws, rules and regulations. To the extent permitted by
applicable law, the Plan, this Agreement and the Shares issued hereunder shall
be deemed amended to the extent necessary to conform to such laws, rules and
regulations.


 


4.8           Limitations
Applicable to Section 16 Persons. 
Notwithstanding any other provision of this Agreement or the Plan, this
Agreement shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3) that are requirements for the application of such
exemptive rule.  To the extent permitted
by applicable law and the Plan, this Agreement shall be deemed amended to the
extent necessary to conform to such applicable exemptive rule.


 


4.9           Governing
Law.  The
laws of the State of Delaware shall govern the interpretation, validity,
administration, enforcement and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.


 


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4.10         Survival
of Terms.  This Agreement shall apply
to and bind Holder and the Company and their respective permitted as­signees
and transferees, heirs, legatees, executors, administrators and legal
successors.


 


4.11         Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


4.12         Assignment.  Except as otherwise
provided herein, the Company’s rights and obligations hereunder may be assigned
to any Subsidiary of the Company or to any successor pursuant to a merger,
consolidation or similar event. 
Subject to the foregoing, this Agreement and the respective rights and
obligations of the parties hereto shall inure to the benefit of and be binding
upon, the successors and assigns of the parties.


 


4.13         Invalid
Provision.  The invalidity or
unenforceability of any particular provision hereof shall not affect the other
provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provision was omitted.


 


(Signature page
follows)


 


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IN WITNESS HEREOF, this Agreement has been executed
and delivered by the parties hereto.


 


 


	
   

  	
  Guitar Center, Inc., a Delaware corporation 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Holder: 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address 

  
	
   

  	
   

  
	
   

  	
  City, State, Zip Code

  
	
   

  	
   

  
	
   

  	
  Holder’s Taxpayer Identification Number

  
					



 


*
* * * *


 


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EXHIBIT
A


 


ASSIGNMENT
SEPARATE FROM CERTIFICATE(S)


 


FOR VALUE RECEIVED I,                            ,
hereby sell, assign and transfer unto                           
                                                                             
(                  )
shares of the Common Stock of Guitar Center, Inc. registered in my name on the
books of said corporation represented by Certificate No(s).                                        
herewith and do hereby irrevocably constitute and
appoint                                                       
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.


 


This Assignment Separate
from Certificate(s) may be used only in accordance with the Non-Employee
Director Restricted Stock Agreement between Guitar Center, Inc. and the
undersigned dated                            ,               .


 


 


	
  Dated:                        ,
                       

  	
   

  	
  Signature:

  	
   

  



 


 


INSTRUCTIONS:  Please do not fill in any blanks other
than the signature line.  The purpose of
this assignment is to enable the Company to exercise the Forfeiture
Restriction, as set forth in the Non-Employee Director Restricted Stock
Agreement, without requiring additional signatures on the part of Holder.


 


A-1





















 


EXHIBIT
B


 


CONSENT
OF SPOUSE


 


I,                                     ,
spouse of                       ,
have read and approve the foregoing Agreement. 
In consideration of granting of the right to my spouse to purchase
shares of Guitar Center, Inc. set forth in the Non-Employee Director Restricted
Stock Agreement, I hereby appoint my spouse as my attorney-in-fact in respect
to the exercise of any rights under the Agreement and agree to be bound by the
provisions of the Non-Employee Director Restricted Stock Agreement insofar as I
may have any rights in said Non-Employee Director Restricted Stock Agreement or
any shares issued pursuant thereto under the community property laws or similar
laws relating to marital prop­erty in effect in the state of our residence as
of the date of the signing of the foregoing Non-Employee Director Restricted
Stock Agreement.  I understand and
acknowledge that I have been advised to seek the advice of legal counsel in
executing this consent and that I have been given a meaningful opportunity
either to consult with such legal counsel or determine to execute this consent
without the advise of legal counsel.


 


 


	
  Dated:                            ,
  200   

  	
   

  



 


B-1





















 


 


EXHIBIT C


 


JOINT
ESCROW INSTRUCTIONS


 


                      ,
200    


Guitar Center, Inc.


Attn: Lee Smith, Executive VP Corporate Development
and General Counsel


5795 Lindero Canyon Road


Westlake Village, CA 91362-4013


 


As Escrow Agent for
Guitar Center, Inc. (the “Company”) and the undersigned purchaser of
stock of the Company (the “Purchaser”), you are hereby authorized and
directed to hold the documents delivered to you pursuant to the terms of that
certain Non-Employee Director Restricted Stock Agreement (“Agreement”)
between the Company and the undersigned, in accordance with the following
instructions:


 


1.             In the event of forfeiture of any
of the shares owned by Purchaser pursuant to the Forfeiture Restriction set
forth in the Agreement, the Company and/or any assignee of the Company
(referred to collectively for convenience herein as the “Company”) shall
give to Purchaser and you a written notice specifying the number of shares of
stock forfeited and the date of forfeiture. 
Purchaser and the Company hereby irrevocably authorize and direct you to
effect the forfeiture contemplated by such notice in
accordance with the terms of said notice.


 


2.             As of the date of forfeiture
indicated in such notice, you are directed (a) to date the stock
assignments necessary for the forfeiture and transfer in question, (b) to
fill in the number of shares being forfeited and transferred, and (c) to
deliver the same, together with the certificate evidencing the shares of stock
to be forfeited and transferred, to the Company or its assignee.


 


3.             Purchaser irrevocably authorizes
the Company to deposit with you any certificates evidencing shares of stock to
be held by you hereunder and any additions and substitutions to said
shares.  Purchaser does hereby irrevocably
constitute and appoint you as Purchaser’s attorney-in-fact and agent for the
term of this escrow to execute, with respect to such securities, all documents
necessary or appropriate to make such securities negotiable and to complete any
transaction herein contemplated, including but not limited to the filing with
any applicable state blue sky authority of any required applications for
consent to, or notice of transfer of, the securities.  Subject to the provisions of this
paragraph 3, Purchaser shall exercise all rights and privileges of a
stockholder of the Company while the stock is held by you.


 


4.             Upon written request of Purchaser,
but no more than once per calendar year, unless the Forfeiture Restriction has
been triggered, you will deliver to Purchaser a certificate or certificates
representing the number of shares of stock as are not then subject to the
Forfeiture Restriction.  Within one
hundred twenty (120) days after any voluntary or involuntary termination of Purchaser’s
services to the Company for any or no reason, you will deliver to Purchaser a
certificate or certificates representing the aggregate number of shares held or
issued


 


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pursuant
to the Agreement and not forfeited pursuant to the Forfeiture Restriction set
forth in Section 3 of the Agreement.


 


5.             If at the time of termination of
this escrow you should have in your possession any documents, securities, or
other property belonging to Purchaser, you shall deliver all of the same to
Purchaser and shall be discharged of all further obligations hereunder.


 


6.             Your duties hereunder may be
altered, amended, modified or revoked only by a writing signed by all of the
parties hereto.


 


7.             You shall be obligated only for the
performance of such duties as are specifically set forth herein and may rely
and shall be protected in relying or refraining from acting on any instrument
reasonably believed by you to be genuine and to have been signed or presented
by the proper party or parties.  You
shall not be person­ally liable for any act you may do or omit to do hereunder
as Escrow Agent or as attorney-in-fact for Purchaser while acting in good
faith, and any act done or omitted by you pursuant to the advice of your own
attorneys shall be conclusive evidence of such good faith.


 


8.             You are hereby expressly authorized
to disregard any and all warnings given by any of the parties hereto or by any
other person or corporation, excepting only orders or process of courts of law
and are hereby expressly authorized to comply with and obey orders, judgments
or decrees of any court.  In case you
obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.


 


9.             You shall not be liable in any
respect on account of the identity, authorities or rights of the parties
executing or delivering or purporting to execute or deliver the Agreement or
any documents or papers deposited or called for hereunder.


 


10.           You shall not be liable for the
expiration of any rights under any applicable state, federal or local statute
of limita­tions or similar statute or regulation with respect to these Joint
Escrow Instructions or any documents deposited with you.


 


11.           You shall be entitled to employ such
legal counsel and other experts as you may deem necessary properly to advise
you in connection with your obligations hereunder, may rely upon the advice of
such counsel, and the Company shall reimburse you for any reasonable attorneys’
fees incurred in connection therewith.


 


12.           Your responsibilities as Escrow Agent
hereunder shall terminate if you shall cease to be an officer or agent of the
Company or if you shall resign by written notice to each party.  In the event of any such termination, the
Company shall appoint a successor Escrow Agent.


 


13.           If you reasonably require other or
further instruments in connection with these Joint Escrow Instructions or
obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.


 


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14.           It is understood and agreed that
should any dispute arise with respect to the delivery and/or ownership or right
of possession of the securities held by you hereunder, you are authorized and
directed to retain in your possession without liability to anyone all or any
part of said securities until such disputes shall have been settled either by
mutual written agreement of the parties concerned or by a final order, decree
or judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings.


 


15.           Any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given upon
personal delivery or upon deposit in the United States Post Office, by
registered or certified mail with postage and fees prepaid, addressed to each
of the other parties thereunto entitled at the addresses set forth on the
signature pages hereto or at such other addresses as a party may designate by
ten (10) days’ advance written notice to each of the other parties hereto.


 


16.           By signing these Joint Escrow
Instructions, you become a party hereto only for the purpose of said Joint
Escrow Instructions; you do not become a party to the Agreement.


 


17.           This instrument shall be binding upon
and inure to the benefit of the parties hereto, and their respective successors
and permitted assigns.


 


18.           These Joint Escrow Instructions shall
be governed by, and construed and enforced in accordance with, the laws of the
State of California, excluding that body of law pertaining to conflicts of law.


 


(Signature page
follows)


 


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IN WITNESS HEREOF, this Agreement has been executed
and delivered by the parties hereto.


 


 


	
   

  	
  Guitar Center, Inc., a Delaware corporation 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Holder: 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address 

  
	
   

  	
   

  
	
   

  	
  City, State, Zip Code

  
	
   

  	
   

  
	
   

  	
  Holder’s Taxpayer Identification Number

  
					



 


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