OF
EXECUTIVE AS A PARTICIPANT UNDER THE GUITAR CENTER, INC. 2005 LONG TERM
INCENTIVE PLAN OR ANY SUCCESSOR THERETO SHALL BE TREATED AS PROVIDED FOR BY SUCH
PLAN.
(G)
AS A CONDITION TO THE EXECUTIVE'S RECEIPT OF
ANY POST-TERMINATION BENEFITS DESCRIBED IN SECTIONS 4(C) OR (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.
5
(H)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE"
MEANS ANY TERMINATION BY THE COMPANY OF EXECUTIVE'S EMPLOYMENT WITHIN NINETY
(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 OF 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 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 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 CURED WITHIN THIRTY (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