Exhibit
10.2


EXECUTIVE SEVERANCE
BENEFITS AGREEMENT


This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”)
is made and entered into effective as of April 29, 2006 (the “Commencement
Date”), between [Guitar Center,
Inc.][Musician’s Friend, Inc.][Guitar Center Stores, Inc.], a
Delaware corporation (the “Company”), and                   
(the “Executive”).


RECITALS:


A.   Executive is currently employed by the
Company.


B.   The Company and Executive wish to set forth
the compensation and benefits which Executive shall be entitled to receive in
the event Executive’s employment with the Company is terminated under the
circumstances described herein.


C.   This Agreement supercedes any prior Executive
Severance Benefits Agreement between the Company and Executive.


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.   TERM OF
AGREEMENT.  This Agreement shall
commence on the Commencement Date hereof and shall continue in effect through
April 29, 2009 (the “Scheduled Expiration Date”); provided, however, that in the event
neither party to this Agreement has given written notice to the other party of
its intent to terminate this Agreement by the date that is one hundred twenty
(120) days prior to the Scheduled Expiration Date (as may be extended by
operation of this Section 1), the Scheduled Expiration Date shall automatically
be extended by an additional twelve (12) months.


2.   SEVERANCE.


(a)   SEVERANCE.   No
benefits shall be payable under this Agreement unless there has been a
Qualifying Termination.  For purposes of
this Agreement, a “Qualifying Termination” shall mean a termination of
Executive’s employment with the Company prior to the Scheduled Expiration Date
(i) by the Company without Cause or (ii) by the Executive with Reasonable
Justification.  A termination of
Executive’s employment as a result of Executive’s death or Disability (as
defined below) shall not be a Qualifying Termination.  In the event of a Qualifying Termination, Executive shall be entitled to receive the
following severance benefits, unless Executive has breached the provisions of
this Agreement, in which case the provisions of Section 8(a)(ii) shall apply:


(i)   ACCRUED BASE SALARY.   The
Company shall pay to the Executive his current base salary through the date of
termination.










 



(ii)   CASH SEVERANCE.   Subject to the
provisions of Section 8(o), Executive shall be entitled to receive, at the
times specified in Section 2(b), severance pay in an amount equal to the sum
of:


(A)   Executive’s
current annual base salary as in effect immediately prior to the date of
termination, payable over the twelve (12) month period commencing on the date
of termination (the “Severance Period”); plus


(B)   an
annual cash bonus equal to the last annual cash bonus (excluding any portion
thereof that the Chief Executive Officer of the Company considered
extraordinary and non-recurring) Executive received prior to termination, if
any (except as set forth in the immediately preceding clause, the Company shall
not be obligated to pay any bonus with respect to the year in which the date of
termination occurs or for any completed year for which bonuses have not yet
been allocated, regardless of the financial performance of the Company or any
other Company policy or prior practice); plus


(C)   any
unpaid vacation accrued through the date of termination in accordance with
Company policy; plus


(D)   reimbursement
for all outstanding expenses incurred by Executive prior to the date of
termination and in the course of performing Executive’s duties as an employee
of the Company 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.


(iii)   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 date of termination, at the same level in effect as of the date of
termination, 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 for the Severance Period (or, if such
continuation is not permitted by the Company’s insurers beyond the date of
termination, a cash payment equal to the average annual premium the Company
pays to obtain health insurance for an employee).  In the event Executive desires to discontinue
this coverage, he shall notify the Company in writing which shall promptly
terminate the coverage benefit.


(iv)   COMPANY
CAR.   Executive may at his sole expense elect to (A) assume the lease
on any Company-provided automobile used by Executive as of the date of
termination, if any, or, if such vehicle is owned by the Company, purchase such
vehicle at a price equal to its wholesale “blue book” value or (B) return such
vehicle to the Company as provided for in Section 8(h).



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(v)   EQUITY
INCENTIVE PROGRAMS.   Following the date of termination, Executive’s
equity incentives, if any, shall continue to be governed by the terms of the
plan and agreements pursuant to which such equity incentives were granted.


(A)   Notwithstanding
the above, if at any time that Executive is employed by the Company hereunder
there is a Change in Control (as defined in the Guitar Center, Inc. 2004
Incentive Stock Award Plan), all stock options then held by the Executive shall
immediately vest and
become exercisable and/or all restrictions on shares of restricted stock or
restricted stock units then issued to and held by the Executive (but
excluding unissued equity interests including without limitation performance
shares allocated but not earned under any long-term incentive plan) shall immediately lapse.


(B)   Notwithstanding the above, in the event of a Qualifying
Termination, Executive shall be permitted to exercise any of his non-qualified
stock options granted on or after April 29, 2006 for a period of one (1) year
following the date of such Qualifying Termination.


(vi)   LONG
TERM INCENTIVE PLAN.   Following the date of termination, Executive’s
participation in the Guitar Center, Inc. 2005 Long Term Incentive Plan
(collectively with any successor plan or plans, the “LTIP”) shall continue to
be governed solely by the terms of the LTIP, it being expressly understood that
Section 2(a)(v) shall not be applicable to the LTIP or any interests therein.


(b)   TIMING OF
POST-TERMINATION PAYMENTS.   Subject to Section 8(o), the severance
payments provided for in Section 2(a)(ii)(A) above shall be paid periodically
in the same amounts and at the same intervals as Executive’s base salary was
paid immediately prior to the date of termination.  The severance payment provided for in Section
2(a)(ii)(B) above shall be paid on the last day of the Severance Period.  If
Executive has breached the provisions of this Agreement, the Company shall have
the right to terminate the severance payments provided for in this Section 2
pursuant to the provisions of Section 8(a)(ii).


(c)   TAXES.   Executive
understands and agrees that all payments under this Agreement will be subject
to appropriate tax withholding and other deductions, as and to the extent required by law.  To the extent any taxes may be payable by the
Executive for the benefits provided to him by this Agreement beyond those
withheld by the Company, the Executive agrees to pay them himself and to
indemnify and hold the Company and the other entities released herein harmless
for any tax claims or penalties, and associated attorneys’ fees and costs,
resulting from any failure by him to make required payments.


(d)   EXCLUSIVE
REMEDY.   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 Executive’s employment shall cease upon such
termination.  In the event of a
termination of Executive’s employment with the Company, the Executive’s sole
and exclusive remedy shall be to receive the severance payments and benefits
described in this Section 2.  Executive
shall have no duty to mitigate any damages which Executive may suffer as a
result of any termination of 



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employment nor shall the severance benefits payable to
Executive be reduced by any sums actually earned by Executive as a result of
any other employment obtained by Executive.


(e)   RELEASE.   As
a condition to the Executive’s receipt of any post-termination benefits
described in this Agreement, the Executive shall be required to execute a
general release of all claims arising out of his employment or the termination
thereof, which general release will also include a customary non-disparagement
covenant from Executive (the “Executive Release”), in a form reasonably
acceptable to the Company.  Such
Executive 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 or any of its affiliates may have to the
Executive following the date of termination under this Agreement or any other
agreement expressly providing for obligations to survive the Executive’s
termination of employment.


(f)   OTHER
TERMINATION.   If the Employment Period is terminated prior to the
Scheduled Expiration Date for any reason other than by the Company without Cause
or by the Executive with Reasonable Justification, including as a result of
Executive’s death or Disability, the Executive shall be entitled to receive
only his base salary and then only to the extent such amount has accrued
through the date of termination.


(g)   DEFINITION
OF CAUSE.   For purposes of this Agreement, “Cause” means any
termination by the Company of Executive’s employment within ninety (90) days
after the Board of Guitar Center, Inc. (“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 either the
Chief Executive Officer of the Company or the Board of Parent in good faith as
documented in writing to the Executive;


(ii)   the
Executive’s ongoing and repeated material neglect of his duties on a general
basis, notwithstanding written notice of objection from either the Chief
Executive Officer of the Company or the Board of Parent and the expiration of a
thirty (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
Executive’s failure to 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;


(v)   the
commission of any act involving moral turpitude which (y) brings the Company or
any of its affiliates into public disrepute or disgrace, or (z) 



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causes material injury to
the customer relations, operations or the business prospects of the Company or any
of its affiliates; or


(vi)   material
breach by the Executive of this Agreement, including, without limitation, any
breach by the Executive of the Confidentiality and Noncompetition Agreements
(as defined in Section 3 below), not cured within thirty (30) days after
written notice to Executive from either the Chief Executive Officer of the
Company or the Board of Parent; provided, however, that in the
event of an intentional breach of the provisions of the Confidentiality and
Noncompetition Agreements, the Executive shall not have the opportunity to
cure.


(h)   DEFINITION
OF DISABILITY.   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 ninety (90)
days during any one hundred eighty (180) day period or (ii) would reasonably be
expected to render the Executive unable to substantially perform all of his
duties for ninety (90) days during any one hundred eighty (180) day period, in
each case as determined by the Board of Parent (excluding the Executive if he
should be a member of the Board of Parent at the time of such determination) in
its good faith judgment after seeking and reviewing advice from a qualified
physician.


(i)   DEFINITION
OF REASONABLE JUSTIFICATION.   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 prior 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 or any of its affiliates, after written
objection by the Executive addressed to the Chief Executive Officer of the
Company, to relocate his principal place of employment outside a radius of
fifty (50) miles from his place of employment immediately prior to such
relocation; or


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



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provided,
however, that with respect to breaches of Section 2(h)(ii), (iii) and
(v), the Company shall be given written notice by Executive of such breach and
thirty (30) days to cure such breach.


3.   CONFIDENTIALITY
AND NONCOMPETITION AGREEMENTS.   Executive acknowledges and reaffirms
his obligations to the Company pursuant to any confidentiality, noncompetition
and/or nonsolicitation agreements entered into by Executive with the Company
and/or its affiliates (the “Confidentiality and Noncompetition Agreements”).


4.   NON-DISPARAGEMENT.   Executive
agrees that he will not disparage or denigrate to any person any aspect of his
past relationship with the Company or any of its affiliates, nor the character
of the Company or any of its affiliates or their respective agents,
representatives, products, or operating methods, whether past, present, or
future, and whether or not based on or with reference to their past
relationship; provided, however, that this paragraph shall have
no application to any evidence or testimony requested of Executive by any court
or government agency.  In the event any
government agency or any of Company’s or any of its affiliates’ present or
future labor unions, adverse parties in actual or potential litigation,
suppliers, service providers, employees or customers initiate communications
with the Executive, the Executive agrees that he will only inform any such
persons, consistent with this paragraph, of his change in status and direct such
persons to an appropriate office or current employee of the Company.


5.   TRANSITIONAL
INQUIRIES.   For a reasonable period of time following the date of
termination, Executive agrees to make himself available to the Company to
answer telephone inquiries related to the transition of his duties.  Executive’s obligations pursuant to this
Section 5 are a material inducement to the Company’s entering into this
Agreement with Executive.


6.   Right to
Consult Counsel.   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.


7.   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:



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If to the Company, to:


Guitar
Center, Inc.


5795
Lindero Canyon Road


Westlake
Village, California  91362


Attention:  General Counsel


Telephone:  (818) 735-8800


Telecopier:  (818) 735-4923


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.


8.   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.


(ii)   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, including, without limitation, Section 5 hereof,
or Executive’s Confidentiality and Noncompetition Agreements, (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 this
Agreement, including, without limitation, Section 5 hereof,  or Executive’s Confidentiality and Noncompetition
Agreements 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 8(a)(ii).  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.



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(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 including, without limitation, any prior Executive Severance
Benefits Agreement between the Company and Executive; provided, however,
that this Agreement shall not amend, supercede or terminate any rights granted
to Executive pursuant to any indemnification agreement between Executive and
the Company or any affiliate of the Company. 
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.  Without
limiting the foregoing, it is expressly acknowledged that the Company may
transfer Executive and assign this Agreement to any present or future affiliate
of the Company.


(d)   GOVERNING
LAW.   THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE DOMESTIC LAWS OF THE STATE OF CALIFORNIAWITHOUT 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 CALIFORNIA
TO BE APPLIED.


(e)   ARBITRATION.


(i)   Unless
otherwise provided herein, in the event that there shall be a dispute (a “Dispute”)
among the parties arising out of or relating to this Agreement, or the breach
thereof, the parties agree that such dispute shall be resolved by final and
binding arbitration before a single arbitrator in Los Angeles County,
California, administered by the American Arbitration Association (the “AAA”), in accordance with AAA’s Employment ADR Rules.  The arbitrator’s decision shall be final and
binding upon the parties, and may be entered and enforced in any court of
competent jurisdiction by either of the parties.  The arbitrator shall have the power to grant
temporary, preliminary and permanent relief, including without limitation,
injunctive relief and specific performance.


(ii)   The
Company will pay the direct costs and expenses of the arbitration.  Executive and the Company are responsible for
their respective attorneys’ fees incurred in connection with enforcing this
Agreement; however, Executive and the Company agree that, except as may
be prohibited by law, the arbitrator may, in his or her discretion, award
reasonable attorneys’ fees to the prevailing party.


(iii)   This
Section 8(e) shall not apply to the Confidentiality and Noncompetition
Agreements.



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(f)   JURISDICTION,
ETC.


(i)   Without
limiting the generality of the arbitration provisions contained in Section
8(e), 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, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement not required to be submitted to arbitration pursuant to Section
8(e) 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 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.


(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 California 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.


(g)   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.


(h)   TRANSFER OF COMPANY PROPERTY.   On or
before the commencement of the Severance Period, Executive agrees to turn over
to the Company any and all property, tangible or intangible, relating to
its business, which he possessed or had control over at any time (including,
but not limited to, Executive’s Company-provided credit cards, building or
office access cards, keys, computer equipment, manuals, files, documents,
records, software, customer data base and other data), and that he shall not
retain any copies, compilations, extracts, excerpts, summaries or other notes
of any such manuals, files, documents, records, software, customer data base or
other datafiles, memoranda, records,
and other documents, and any other physical or personal property which are the
property of the Company and which he had in his possession, custody or control,
including any computers, cellular phones, PDA’s or similar business equipment.



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(i)   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.


(j)   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.


(k)   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.


(l)   AT-WILL EMPLOYMENT.   The
Company and Executive acknowledge that Executive’s employment is and shall
continue to be at-will, as defined under applicable law.  Executive acknowledges and agrees that
nothing in this Agreement shall confer upon Executive any right with respect to
continuation of employment by the Company, nor shall it interfere in any way with
Executive’s right or the Company’s right to terminate Executive’s employment at
any time, with or without cause and with or without prior notice.


(m)   NO THIRD
PARTY BENEFICIARIES.   Nothing in this Agreement, expressed or implied,
is intended to confer on any person other than the parties and their respective
successors and permitted assigns any rights or remedies under or by reason of
this Agreement.


(n)   RESIGNATION AS OFFICER AND DIRECTOR.   Effective
as of the date of termination of employment with the Company 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.


(o)   INTERNAL REVENUE CODE SECTION 409A.   This
Agreement shall be interpreted, construed and administered in a manner that
satisfies the requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), and the Treasury
Regulations thereunder, and any payment scheduled to be made hereunder that
would otherwise violate Section 409A of the Code shall be delayed to the extent
necessary for this Agreement and such payment to comply with Section 409A and
the Treasury Regulations thereunder.



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IN WITNESS WHEREOF, the parties hereto have executed
this Executive Severance Benefits Agreement as of the date first written above.


	
  

  	
  [GUITAR CENTER, INC.]

  
	
   

  	
  [MUSICIAN’S FRIEND, INC.]

  
	
   

  	
  [GUITAR CENTER STORES, INC.]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Executive]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notice: