Altec Lansing, LLC
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Altec
Lansing, LLC
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0000
Xxxx Xxxxxx, Xxxxx 000
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Xxxxxxxxx,
XX 00000
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Audio
Technologies Acquisition B.V.
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|
0000
Xxxx Xxxxxx, Xxxxx 000
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Xxxxxxxxx,
XX 00000
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Re:
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Asset
Purchase Agreement (the “Agreement”)
made and entered into as of October 2, 2009 by and among Audio
Technologies Acquisition, LLC (now known as Altec Lansing, LLC), a
Delaware limited liability company (“Purchaser”),
Plantronics, Inc., a Delaware corporation (“Parent”), and
Plantronics B.V., a private limited liability company organized under the
laws of the Netherlands (“BV” and,
together with Parent, the “Sellers” and
each a “Seller”), as
amended by that certain First Amendment to Asset Purchase Agreement dated
November 30, 2009 by and among Purchaser, Audio Technologies Acquisition
B.V., a private limited liability company organized under the laws of the
Netherlands (“Purchaser BV”
and together with Purchaser, “Purchasers”),
and Sellers
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Ladies
and Gentlemen:
In
connection with the closing of the transactions described in the Agreement,
Sellers and Purchasers hereby agree to the terms of this side letter agreement
(this “Side
Letter”). This Side Letter shall be deemed to be an amendment
to the Agreement as provided below. Capitalized terms used but not
otherwise defined in this Side Letter shall have the respective meanings
assigned to them in the Agreement, unless the context requires
otherwise.
Amendment to the Section
8.8(d) of the Agreement.
Section
8.8(d) of the Agreement is amended by deleting said Section in its entirety and
substituting the following new Section 8.8(d) in lieu thereof:
(d) Sellers
and Purchasers agree that, pursuant to the “Standard Procedures” provided in
Section 4 of Revenue Procedure 2004-53, with respect to the filing and
furnishing of Internal Revenue Service Forms W-2, W-3 and 941 for the 2009
calendar year, (i) Sellers shall perform all reporting duties for the wages and
other compensation it pays with respect to the Transitioning Employees (A) for
the period beginning on January 1, 2009 and ending on the Closing Date and (B)
at any time after the Closing Date, to the extent the wages and other
compensation relate to amounts earned by the Transitioning Employees prior to
the Closing Date or relate to stock-based compensation granted by Sellers prior
to the Closing Date but exercised after the Closing Date; and (ii) Purchasers
shall perform all reporting duties for the wages and other compensation it pays
with respect to the Transitioning Employees for the period beginning on the
Closing Date and ending on December 31, 2009. The parties reporting
obligations under this Section 8.8(d) shall include, without limitation, filing
all required quarterly Forms 941 and furnishing Forms W-2 to such Transitioning
Employees and Forms W-2 and W-3 with respect to such Transitioning Employees to
the Social Security Administration for the applicable periods.
[Signature Pages
Follow]
Very
truly yours,
Plantronics,
Inc.
Name: _____________________________________
Title:
_____________________________________
Plantronics
B.V.
Name: _____________________________________
Title:
_____________________________________
Please
sign in the space provided below to evidence your agreement to the terms of this
Side Letter.
AGREED
AND ACCEPTED
as of the
date hereof:
PURCHASERS:
Altec
Lansing, LLC
By:
_____________________________________
Name:
_____________________________________
Title:
_____________________________________
Audio
Technologies Acquisition B.V.
By:
______________________________________
Name:
______________________________________
Title:
______________________________________
