EXHIBIT 10.4(b)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement by and between Xxxxxxx X.
Xxxxxxxxx ("Executive") and Telex Communications Holdings, Inc., a Delaware
corporation (formerly known as Telex Communications, Inc.), dated April 14,
2003, as assigned to Telex Communications, Inc. on November 19, 2003 (the
"Employment Agreement"), is made and entered into this 14th day of January,
2004.
Section 8 of the Employment Agreement shall be amended as follows:
8. Stock Purchase
Executive shall purchase 300,000 units ("Units") at a purchase
price of $0.30 per Unit. Each Unit shall consist of one share
of unregistered common stock of Telex Communications Holdings,
Inc., par value $.01 per share (the "Common Stock") and
one-third of an option ("Option"). An Option is the right, but
not the obligation, to purchase a share of Common Stock at a
price of $15.00 per share for a period of five (5) years. The
Units will be purchased pursuant to and upon completion of a
mutually acceptable restricted stock and option agreement
containing terms customary and typical of such agreements,
including restrictions on transfer.
Executive shall file an IRS Section 83(b) election with
respect to such stock purchase within thirty (30) days of such
purchase. Executive's purchase of the Units shall be subject
to the optional repurchase of such Units, free and clear of
all liens, by Telex Communications Holdings, Inc. in the 90
days following any termination of employment from the Company
(including as a result of Executive's death or Disability)
(the date Executive ceases to be employed being the
"Termination Date") at a price equal to the original purchase
price, pursuant to the following schedule:
If Termination Date Occurs: Number of Units Subject to Repurchase
On or prior to 2 years after 5/1/03 300,000
On or prior to 3 years after 5/1/03 200,000
On or prior to 4 years after 5/1/03 100,000
Thereafter 0
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The call option shall terminate upon a sale of all or
substantially all of the assets of the Company to an entity
under different control or other transaction that results in a
change of control of the Company or Telex Communications
Holdings, Inc.
Executive shall complete the purchase of the Units by January
14, 2004.
All other provisions of the
Employment Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereby execute this Amendment to
Employment Agreement as of the date first above written.
EXECUTIVE:
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Xxxxxxx X. Xxxxxxxxx
TELEX COMMUNICATIONS, INC. TELEX COMMUNICATIONS HOLDINGS, INC.
By: By:
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Its: Its:
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