10.
EXECUTIVE REPRESENTATION.
THE EXECUTIVE
HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT (A) 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, (B) 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 (C) 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.
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:
Guitar Center, Inc.
5795 Lindero Canyon Road
Westlake Village, California 91362
Attention:
Chief Executive Officer
Telephone:
(818) 735-8800
Telecopier:
(818) 735-8833
With copies to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, CA 94025
Attention:
Anthony J. Richmond, Esq.
Telephone: (650) 328-4600
Telecopier: (650) 463-2600
If to the Executive, to:
Bruce L. Ross
972 Via Impresso
Thousand Oaks, California 91320
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 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.
10
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