Amendment to Guitar Center, Inc. 2006 Long Term Incentive Plan

Summary

Guitar Center, Inc., through its Compensation Committee, amends its 2006 Long Term Incentive Plan effective February 21, 2007. The amendment replaces Section 4.1 of the Plan, specifying that all options granted under the Plan will now be issued pursuant to the Stock Award Plan. This change clarifies the process for granting options to eligible participants. The amendment is executed by an authorized officer of the company.

EX-10.2 3 v066891_ex10-2.htm Unassociated Document

Exhibit 10.2

AMENDMENT

TO THE

GUITAR CENTER, INC.

2006 LONG TERM INCENTIVE PLAN

Pursuant to the authority reserved to the Compensation Committee of the Board of Directors (the “Committee”) of Guitar Center, Inc. (the “Company”), a corporation organized under the laws of State of Delaware, under Section 7.1 of the Guitar Center, Inc. 2006 Long Term Incentive Plan (the “Plan”), the Committee hereby amends the Plan as follows.

1. Effective as of February 21, 2007, Section 4.1 of the Plan is hereby deleted in its entirety and replaced with the following:

“4.1. General. All Options under the Plan shall be granted pursuant to the Stock Award Plan.”

* * * * * * * *

Executed on February 21, 2007

	GUITAR CENTER, INC.


	Officer