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 ONLY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY AND THE EXECUTIVE, 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)
ROLE OF COUNSEL.
EXECUTIVE ACKNOWLEDGES
THAT LATHAM & WATKINS LLP ACTED AS COUNSEL SOLELY TO THE COMPANY IN CONNECTION
WITH THE PREPARATION OF THIS AGREEMENT.
(K)
EMPLOYEE ACKNOWLEDGMENT.
EMPLOYEE
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.
EMPLOYEE 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.
(Signature Page Follows)
13
IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and
Restated Employment Agreement as of the date first written above.
GUITAR CENTER, INC.
By:
/s/ Larry Thomas
Name:
Larry Thomas
Title:
Chairman of the Board
EXECUTIVE
/s/ Bruce L. Ross
Bruce L. Ross
EXHIBIT A
TERRITORY
ARIZONA:
Phoenix metropolitan area
Tucson metropolitan area
ARKANSAS
Little Rock 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
County metropolitan areas
San Bernardino/Riverside County metropolitan area
Kern County metropolitan area
Fresno County metropolitan area
Sacramento County metropolitan area
Ventura County metropolitan area
COLORADO:
Denver metropolitan area
CONNECTICUT:
Greenwich metropolitan area
Hartford metropolitan area
DISTRICT OF COLUMBIA:
Washington, D.C. metropolitan area
FLORIDA:
Miami metropolitan area
Ft. Lauderdale/Hollywood/Palm Beach metropolitan area
Orlando metropolitan area
Tampa metropolitan area
GEORGIA:
Atlanta metropolitan area
IDAHO:
Boise metropolitan area
ILLINOIS:
Chicago metropolitan area
A-1
INDIANA:
Indianapolis metropolitan area
Gary metropolitan area
LOUISIANA:
New Orleans metropolitan area
MARYLAND:
Baltimore metropolitan area
Washington, D.C. metropolitan area
MASSACHUSETTS:
Boston metropolitan area
MICHIGAN:
Detroit metropolitan area
Grand Rapids metropolitan area
MINNESOTA:
Minneapolis/St. Paul metropolitan area
MISSOURI:
St. Louis metropolitan