Preview | Executive Employment Agreement |

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of December, 2004 (the “Effective Date”) by and between Gadzooks, Inc. (the “Company”) and Monty Standifer (the “Executive”).

A. The Company desires to employ Executive as Executive Vice President and Chief Financial Officer (“CFO”), and Executive desires to be employed by the Company in said capacity; and

B. Each party desires to set forth in writing the terms and conditions of their understandings and agreements.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, the Company hereby agrees to employ Executive and Executive hereby accepts such employment upon the terms and conditions set forth in this Agreement and the Severance Agreement (as defined herein):

(a) The Company agrees to employ Executive in the position of Executive Vice President and CFO. Executive shall serve and perform the duties which may from time to time be assigned to him by the Chief Executive Officer (“CEO”) or the Board of Directors of the Company (the “Board”), provided, however, that such duties shall be similar to the duties of an Executive Vice President of a company of similar size and function as the Company.

(b) Executive agrees to serve as CFO and agrees that he will devote his best efforts and all of his business time and attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of CFO. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations, including, but not limited to, those applicable to the Company.

2. Term. The initial term of this Agreement shall be one (1) year from the date stated above (“Initial Term”), unless otherwise terminated pursuant to Section 5 of this Agreement. This Agreement shall automatically renew for successive two (2) year terms unless either party gives written notice of its or his intent not to renew this Agreement at least ninety (90) days prior to the expiration of the Initial Term or the then-current term (the Initial Term and any renewal thereof

being the “Term”). Executive’s continued employment after the expiration of the Initial Term shall be in accord with and governed by this Agreement, unless modified by the parties to this Agreement, in writing.

3. Compensation & Benefits.

(a) Base Salary. The Company shall pay Executive a base salary of $20,000.00 per month (“Base Salary”). The Board, or the Company’s Compensation Committee, if applicable, may review and adjust Executive’s Base Salary periodically, but the salary shall not be reduced below $20,000.00 per month during the Term.

(b) Bonus Opportunities. In addition to the Base Salary, Executive shall also be eligible to receive a discretionary bonus based on exceptional service and/or the performance of the Company, as determined by the Board, or the Company’s Compensation Committee, if applicable, in the sole discretion of the Board or the Compensation Committee, as applicable (“Discretionary Bonus”). In addition, during the Term, Executive shall be eligible to participate in any bonus, incentive, and/or equity incentive plan provided by the Company to its executive level employees. Executive shall receive stock options exercisable for 1.5% of the Common stock of the Company to be outstanding immediately after the consummation of the Rights Offering (“Total Grant”). Such stock

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