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EXHIBIT 10.35
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
This Amended and Restated Change of Control Agreement, dated as of
______________, 1998 (the "Agreement"), is between ________________ (the
"Employee") and ReSound Corporation, a California corporation (the "Company")
and amends and restates that certain Change of Control Agreement made and
entered into effective as of ________________ by and between the Employee and
the Company.
RECITALS
A. Another company or other entity may from time to time consider
the possibility of acquiring the Company or a change of control of the Company
may otherwise occur, with or without the approval of the Company's Board of
Directors (the "Board"). The Company recognizes that such situations can be a
distraction to the Employee, a corporate officer of the Company, and can cause
the Employee to consider alternative employment opportunities. The Company has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication and objectivity of
the Employee, notwithstanding the possibility, threat or occurrence of a Change
of Control (as defined below) of the Company.
B. The Company believes that it is in the best interests of the
Company and its shareholders to provide the Employee with an incentive to
continue his or her employment with the Company notwithstanding the possibility,
threat or occurrence of a Change of Control of the Company.
C. The Board believes that it is imperative to provide the Employee
with certain benefits upon a Change of Control and, under certain circumstances,
upon termination of the Employee's employment in connection with a Change of
Control, which benefits are intended to provide the Employee with financial
security and provide sufficient income and encouragement to the Employee to
remain with the Company notwithstanding the possibility of a Change of Control.
D. To accomplish the foregoing objectives, the Human Resources
Committee of the Board of Directors has directed the Company, upon execution of
this Agreement by the Employee, to agree to the terms provided in this
Agreement.
E. Certain capitalized terms used in the Agreement are defined in
Section 4 below.
In consideration of the mutual covenants contained in this
Agreement, and in consideration of the continuing employment of Employee by the
Company, the parties agree as follows:
1. At-Will Employment; Term. The Company and the Employee
acknowledge that the Employee's employment is and shall continue to be at-will,
as defined under applicable law, except as otherwise provided in a separate
written employment agreement between the Company
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and the Employee. If the Employee's status as a corporate officer of the Company
terminates for any reason, including any termination prior to a Change of
Control (other than in contemplation of a Change of Control), the Employee shall
not be entitled to any payments or benefits, other than as provided by this
Agreement, or as may otherwise be available in accordance with the terms of the
Company's then existing employee plans, agreements and policies in effect at the
time of termination. The terms of this Agreement shall terminate upon the
earlier of (i) the date on which Employee's status as a corporate officer of the
Company ceases, other than in contemplation of a Change of Control, (ii) the
date that all obligations of the parties hereunder have been satisfied, or (iii)
two (2) years after a Change of Control. A termination of the terms of this
Agreement pursuant to the preceding sentence shall be effective for all
purposes, except that such termination shall not affect the payment or provision
of compensation or benefits on account of a termination of employment occurring
prior to the termination of the terms of this Agreement.
2. Stock Options; Restricted Stock. In the event of a Change of
Control and termination of the Employee's employment with the Company as
provided in Section 3(a)(ii) below, any shares of restricted stock issued to the
Employee shall become fully vested and no longer subject to repurchase by the
Company, and each stock option granted for the Company's securities held by the
Employee shall become fully vested and immediately exercisable on the Employee's
termination date. Any such stock options shall thereafter remain exercisable in
accordance with the provisions of the option agreement and stock option plan
pursuant to which such stock option was granted.
3. Change of Control.
(a) Termination Following A Change of Control. Subject to Section
5 below, if the Employee's employment with the Company is terminated at any time
within two (2) years after or is terminated in contemplation of, a Change of
Control, then the Employee shall be entitled to receive severance benefits as
follows:
(i) Voluntary Resignation; For Cause Termination. If the
Employee voluntarily resigns from the Company (other than as a result of an
Involuntary Termination (as defined below)) or if the Company terminates the
Employee's employment for Cause (as defined below), then the Employee shall not
be entitled to receive severance payments under this Agreement other than the
payment of Accrued Compensation (as defined below). The Employee's benefits will
be terminated under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination or
as otherwise determined by the Board of Directors of the Company.
(ii) Involuntary Termination. If the Employee's employment is
terminated as a result of an Involuntary Termination, the Employee shall be
entitled to receive the following benefits: (A) Accrued Compensation plus an
amount equal to the Target Incentive Award (as defined below) multiplied by a
fraction the numerator of which is the number of days in the fiscal year through
the termination date and the denominator of which is 365, (B) a lump sum
severance payment equal to two (2) times the sum of the (x) annualized base
salary which the Employee was receiving at the time of such termination or, if
greater, at the highest rate in
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effect at any time during the ninety (90) day period prior to the Change of
Control or termination date (the "Base Salary") and (y) Employee's "Target
Incentive Award" as approved and as in effect for the fiscal year coinciding
with or preceding the Change of Control or termination date, whichever is
greater, which payments shall be paid within thirty (30) days of termination (or
such earlier date as is required by law); (C) continuation of all health, dental
and life insurance benefits (at the Company's expense except for any Employee
contribution to the extent provided prior to the Change in Control)
substantially identical to those to which the Employee was entitled in the
ninety (90) day period prior to the termination or Change of Control, or if more
favorable, to those being offered to similarly situated officers of the Company,
or a successor corporation, for twenty four (24) months; and (iv) outplacement
and career counseling services of Employee's choice for up to twenty four (24)
months with a total value not to exceed 25% of Employee's Base Salary. For
purposes of this Agreement, the term "Target Incentive Award" shall mean the
Employee's Base Salary in effect on the termination date or, if higher, at the
highest rate in effect at any time during the ninety (90) day period prior to
the Change of Control or termination date, multiplied by that percentage of such
base salary that is prescribed by the Company under its incentive compensation
plan (and any successor bonus plan, the "Incentive Plan") as the percentage of
such base salary payable to the Employee as a bonus if the Company pays bonuses
at one-hundred percent (100%) of its operating plan.
(b) Termination Apart from a Change of Control. In the event the
Employee's employment terminates for any reason, either prior to the occurrence
of a Change of Control or after the two year period following the effective date
of a Change of Control, then the Employee shall not be entitled to receive any
severance payments under this Agreement other than Accrued Compensation. The
Employee's benefits will be terminated under the terms of the Company's then
existing benefit plans and policies in accordance with such plans and policies
in effect on the date of termination or as otherwise determined by the Board of
Directors of the Company.
4. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:
(a) Accrued Compensation. "Accrued Compensation" shall mean an
amount which shall include all amounts earned or accrued through the date of
Employee's termination of employment but not paid as of such date, including (i)
base salary, (ii) reimbursement for reasonable and necessary expenses incurred
by Employee on behalf of the Company during the period ending on the termination
date, (iii) vacation pay, and (iv) bonuses and incentive compensation.
(b) Cause. "Cause" shall mean a termination of employment based
on fraud, misappropriation, embezzlement or willful engagement by Employee in
misconduct which is demonstrably and materially injurious to the Company and its
subsidiaries taken as a whole (no act, or failure to act, on the part of
Employee shall be considered "willful" unless done, or omitted to be done, by
the Employee not in good faith and without a reasonable belief that the action
or omission was in the best interests of the Company and its subsidiaries);
provided, that, Employee shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to the Employee a Notice of
Termination (as defined below) and a copy of the resolution duly adopted by the
affirmative vote of not less than three-quarters of the members
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of the Board of Directors at a meeting of the Board called for and held for the
purpose (after reasonable notice to Employee and an opportunity for Employee,
together with Employee's counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, Employee was engaged in the conduct set
forth in the first sentence of this Section 4(b) and specifying the particulars
thereof in reasonable detail. "Notice of Termination" shall mean a written
notice of termination of Employee's employment from the Company, which notice
indicates that specific termination provision in this Section 4(b) relied upon
and which sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee's employment under the provision so
indicated. In the event that there has been a change in the composition of the
Board of Directors such that fewer than a majority of the directors in service
prior to the Change of Control remain directors after the effective date of the
transaction, the determination shall be made by an arbitrator on a binding and
final basis in the County of San Mateo, California.
(c) Change of Control. "Change of Control" shall mean any of the
following events:
(i) An acquisition of any voting securities of the Company
(the "Voting Securities") by any "Person" (as the term is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty five
percent (25%) or more of the combined voting power of the Company's then
outstanding Voting Securities (taking into account any Voting Securities
acquired pursuant to a Non-Control Acquisition (as hereinafter defined));
provided, however, that in determining whether a Change of Control has occurred,
Voting Securities which are acquired in a "Non-Control Acquisition" shall not
constitute an acquisition which could cause a Change of Control. A "Non-Control
Acquisition" shall mean an acquisition of Voting Securities (1) by an employee
benefit plan (or a trust forming a part thereof) maintained by (A) the Company
or (B) any corporation or other Person of which a majority of its voting power
or its equity securities or equity interest is owned directly or indirectly by
the Company (a "Subsidiary"), (2) by the Company or any Subsidiary; (3) by any
Person in connection with a "Non-Control Transaction" (as hereinafter defined);
or (4) by any Person directly from the Company, or by any Person in the open
market, of less than thirty five percent (35%) of the combined voting power of
the Company's then outstanding Voting Securities with the agreement of the
Company (which agreement shall be evidenced by a resolution adopted unanimously
by the Incumbent Board (as hereinafter defined)) and which, in the case of any
such acquisition, is accompanied by a "stand still agreement" restricting the
Person from acquiring additional shares of the Company's Voting Securities,
mutually agreed and entered into by any such acquiring Person and the Company.
(ii) Two or more members of the Board as of the date this
Agreement is approved by the Board (the "Incumbent Board") or its Committee
cease for any reason to be members of the Board; provided, however, that if the
appointment, election or nomination for election by the Company's shareholders,
of any new director is approved by the unanimous vote of the Incumbent Board,
such new director shall, for purposes of this Agreement, be considered a member
of the Incumbent Board; provided, further, however, that no individual shall be
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considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the 1934 Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest;
(iii) Approval by shareholders of the Company of:
(1) A merger, consolidation or reorganization involving
the Company, unless such merger, consolidation or reorganization satisfies the
conditions set forth below:
(A) the shareholders of the Company immediately
before such merger, consolidation or reorganization, own immediately following
such merger, consolidation or reorganization, directly or indirectly, at least
fifty-one percent (51%) of the combined voting power of the outstanding Voting
Securities of the corporation resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the Voting Securities immediately before such
merger, consolidation or reorganization; and
(B) no Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan (or any trust forming a
part thereof) maintained by the Company, the Surviving Corporation or any
Subsidiary, or any Person who, immediately prior to such merger, consolidation
or reorganization, had Beneficial Ownership of twenty five percent (25%) or more
of the then outstanding Voting Securities) has Beneficial Ownership of twenty
five percent (25%) or more of the combined voting power of the Surviving
Corporation's then outstanding Voting Securities, provided, however, that with
the agreement of the Company (which agreement shall be evidenced by a resolution
adopted unanimously by the Incumbent Board (as defined above)) accompanied by a
"stand still agreement" restricting the Person from acquiring additional shares
of the Company's Voting Securities, a Person may acquire beneficial ownership of
twenty five percent (25%) or more but less than thirty five percent (35%) of the
combined voting power of the Surviving Corporation.
A transaction described in subsections (A) and (B) above shall herein be
referred to as a "Non-Control Transaction";
(2) A complete liquidation or dissolution of the
Company; or
(3) An agreement for the sale or other disposition of
all or substantially all of the assets of the Company to any Person (other than
a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change of Control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding,
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increases the proportional number of shares Beneficially Owned by the Subject
Person; provided, however, that, if a Change of Control would occur (but for the
operation of this sentence) as a result of the acquisition of Voting Securities
by the Company, and after such share acquisition by the Company the Subject
Person becomes the Beneficial Owner of any additional Voting Securities which
increases the percentage of the then outstanding Voting Securities Beneficially
Owned by the Subject Person, then a Change of Control shall occur.
(d) Involuntary Termination. "Involuntary Termination" shall
include any (1) any termination by the Company other than for Cause and (2) the
Employee's voluntary termination, upon 30 days prior written notice to the
Company, which voluntary termination follows or relates to:
(i) a change in Employee's status, title, position or
responsibilities (including reporting responsibilities) which, in Employee's
reasonable judgment, represents an adverse change from Employee's status, title,
position or responsibilities as in effect at any time within ninety (90) days
preceding the date of a Change of Control or at any time thereafter; the
assignment to Employee of any duties or responsibilities which, in Employee's
reasonable judgment, are inconsistent with Employee's status, title, position or
responsibilities as in effect at any time within ninety (90) days preceding the
date of a Change of Control or at any time thereafter; or any removal of
Employee from or failure to reappoint or reelect Employee to any of such offices
or positions, except in connection with the termination of Employee's employment
for disability, Cause, as a result of Employee's death or by Employee other than
for Involuntary Termination;
(ii) any reduction of the Employee's base compensation or any
failure to pay Employee any compensation or benefits to which Employee is
entitled within five (5) days of the date due;
(iii) the Company requiring Employee to be based at any place
outside of a sixty (60)-mile radius from Employee's principal business office as
of the date of this Agreement;
(iv) the failure by the Company to (A) continue in effect
(without reduction in benefit level and/or reward opportunities) any material
compensation or employee benefit plan in which Employee was participating at any
time within ninety (90) days preceding the date of a Change of Control or at any
time thereafter, unless such plan is replaced with a plan that provides
substantially equivalent compensation or benefits to Employee, or (B) provide
Employee with compensation and benefits, in the aggregate, at least equal (in
terms of benefit levels and/or reward opportunities) to those provided for under
each other employee benefit plan, program and practice in which Employee was
participating at any time within ninety (90) days preceding the date of a Change
of Control or at any time thereafter;
(v) the insolvency of or the filing of a petition for
bankruptcy by the Company;
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(vi) the filing of a petition for bankruptcy against the
Company by any third party, which petition is not dismissed within sixty (60)
days;
(vii) any material breach by the Company of any provision of
this Agreement;
(viii) any purported termination of Employee's employment for
Cause by the Company which does not comply with the terms of Section 4(b); or
(ix) the failure of the Company to obtain an agreement in
reasonable and customary form, from any successors and assigns to assume and
agree to perform this Agreement, as contemplated in Section 6 hereof.
5. Limitation on Payments. In the event that the severance and other
benefits provided for in this Agreement to the Employee (i) constitute
"parachute payments" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code") and (ii) but for this Section, would be
subject to the excise tax imposed by Section 4999 of the Code, then the
Employee's benefits under Sections 2 and 3(a)(ii) shall be payable either:
(a) in full, or
(b) as to such lesser amount (but not below zero) which would
result in no portion of such severance benefits being subject to excise tax
under Section 4999 of the Code or any interest or penalties with respect to such
excise tax (such excise tax together with any such interest and penalties are
hereafter collectively, referred to as the "Excise Tax"), whichever of the
foregoing amounts, taking into account the applicable federal, state and local
income and employment taxes and the Excise Tax, results in the receipt by the
Employee on an after-tax basis of the greatest amount of severance benefits
under Sections 2 and 3(a)(ii), notwithstanding that all or some portion of such
severance benefits may be subject to the Excise Tax. Unless the Employee shall
have given prior written notice specifying a different order to the Company to
effectuate the reduction in severance benefits provided for in this Section
5(b), the Company shall reduce or eliminate the severance benefits under
Sections 2 and 3(a)(ii) by (i) first reducing or eliminating those payments or
benefits which are not payable in cash and (ii) then reducing or eliminating
cash payments or benefits, in each case in reverse order beginning with payments
or benefits which are to be paid or provided the furthest in time from the
Determination (as hereinafter defined). To the extent permitted by law, any
notice given by the Employee pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement
governing the Employee's rights and entitlements to any such payments or
benefits. Unless the Company and the Employee otherwise agree in writing, any
determination (the "Determination") required under this Section 5 shall be made
in writing by the Company's independent public accountants (the "Accountants"),
whose Determination shall be conclusive and binding upon the Employee and the
Company for all purposes subject to the application of Section 5(c), below. For
purposes of making the calculations required by this Section 5, the Accountants
may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the
application of Section 280G and 4999 of the Code. The Company and the Employee
shall
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furnish to the Accountants such information and documents as the Accountants may
reasonably request in order to make a Determination under this Section 5. The
Company shall bear all costs the Accountants may reasonably incur in connection
with any calculations contemplated by this Section 5.
(c) As a result of the uncertainty in the application of Sections
4999 and 280G of the Code, it is possible that the severance benefits under
Sections 2 and 3(a)(ii) to be made to, or provided for the benefit of, the
Employee will be either greater (an "Excess Payment") or less (an
"Underpayment") than the amounts provided for by the limitations contained in
this Section 5.
(i) If it is established, pursuant to a final determination
of a court or an Internal Revenue Service (the "IRS") proceeding which has been
finally and conclusively resolved, that an Excess Payment has been made, such
Excess Payment shall be deemed for all purposes to be a loan to the Employee
made on the date the Employee received the Excess Payment, which loan the
Employee must repay to the Company together with interest at the applicable
federal rate under Code Section 7872(f)(2); provided, that no loan shall be
deemed to have been made and no amount will be payable by the Employee to the
Company unless, and only to the extent that, the deemed loan and payment would
either reduce the amount on which the Employee is subject to the Excise Tax or
generate a refund of tax, penalties or interest imposed under the Excise Tax.
(ii) In the event that it is determined (A) by the
Accountants, the Company (which shall include the position taken by the Company,
or together with its consolidated group, on its federal income tax return) or
the IRS or (B) pursuant to a determination by a court, that an Underpayment has
occurred, the Company shall pay an amount equal to the Underpayment to the
Employee within ten (10) days after such determination or resolution, together
with interest on such amount at the applicable federal rate under Code Section
7872(f)(2) from the date such amount would have been paid to the Employee until
the date of payment.
6. Successors. Any successor to the Company (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise)
to all or substantially all of the Company's business and/or assets shall assume
the obligations under this Agreement and agree expressly to perform the
obligations under this Agreement in the same manner and to the same extent as
the Company would be required to perform such obligations in the absence of a
succession. The terms of this Agreement and all of the Employee's rights
hereunder shall inure to the benefit of, and be enforceable by, the Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
7. Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by international air courier or by U.S.
registered or certified mail, return receipt requested and postage prepaid.
Mailed notices to the Employee shall be addressed to the Employee at the home
address that the Employee most recently communicated to the Company in writing.
In the case of the Company, mailed notices shall be addressed to its corporate
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headquarters, and all notices shall be directed to the attention of its
President, with a copy to Elias J. Blawie, Venture Law Group, a Professional
Corporation, 2800 Sand Hill Road, Menlo Park, CA 94025.
8. Miscellaneous Provisions.
(a) No Duty to Mitigate. The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement (whether by
seeking new employment or in any other manner), nor, except as otherwise
provided in this Agreement, shall any such payment be reduced by any earnings
that the Employee may receive from any other source.
(b) Waiver. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Employee and by an authorized officer of the
Company (other than the Employee). No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.
(c) Whole Agreement. No agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
either party with respect to the subject matter hereof. This Agreement
supersedes any agreement of the same title and concerning similar subject matter
dated prior to the date of this Agreement, and by execution of this Agreement
both parties agree that any such predecessor agreement shall be deemed null and
void.
(d) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California without reference to conflict of laws provisions.
(e) Severability. If any term or provision of this Agreement or
the application thereof to any circumstance shall, in any jurisdiction and to
any extent, be invalid or unenforceable, such term or provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
terms and provisions of this Agreement or the application of such terms and
provisions to circumstances other than those as to which it is held invalid or
unenforceable, and a suitable and equitable term or provision shall be
substituted therefor to carry out, insofar as may be valid and enforceable, the
intent and purpose of the invalid or unenforceable term or provision.
(f) Arbitration. Any dispute or controversy arising under or in
connection with this Agreement may be settled at the option of either party by
binding arbitration in the County of San Mateo, California, in accordance with
the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrator's award in any court having jurisdiction. Punitive
damages shall not be awarded.
(g) Legal Fees and Expenses. The Company shall pay all legal fees
and related expenses (including the costs of experts, evidence and counsel)
incurred by Employee as
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they become due as a result of (i) Employee's termination of employment
(including all such fees and expenses, if any, incurred in contesting or
disputing any such termination of employment), (ii) Employee's seeking to obtain
or enforce any right or benefit provided by this Agreement or by any other plan
or arrangement maintained by the Company under which the Employee is or may be
entitled to receive benefits, and (iii) Employee's hearing before the Board as
contemplated in Section 4(d)(i) of this Agreement; provided, however, that the
circumstances set forth in clauses (i) and (ii) occurred in contemplation of or
after a Change of Control. Notwithstanding the foregoing, in the event of a
termination of employment alleged by the Company to be for Cause, which for
Cause termination is upheld by the final, unappealed judgment or award of any
court or arbitrator, then Employee hereby undertakes, upon the Company's demand,
to repay promptly any amounts paid to Employee pursuant to clause (i) in the
foregoing sentence.
(h) No Assignment of Benefits. The rights of any person to
payments or benefits under this Agreement shall not be made subject to any
option or assignment, and any action in violation of this subsection (h) shall
be void.
(i) Employment Taxes. All payments made pursuant to this
Agreement will be subject to withholding of applicable income and employment
taxes.
(j) Assignment by Company. The Company may assign its rights
under this Agreement to an affiliate, and an affiliate may assign its rights
under this Agreement to another affiliate of the Company or to the Company;
provided, however, that no assignment shall be made if the net worth of the
assignee is less than the net worth of the Company at the time of assignment. In
the case of any such assignment, the term "Company" when used in a section of
this Agreement shall mean the corporation that actually employs the Employee.
(k) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
(l) Non-Exclusivity of Rights. Nothing in this Agreement shall
prevent or limit Employee's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company (except for
any severance or termination policies, plans, programs or practices) and for
which Employee may qualify, nor shall anything herein limit or reduce such
rights as Employee may have under any other agreements with the Company (except
for any severance or termination agreement). Amounts which are vested benefits
or which Employee is otherwise entitled to receive under any plan or program of
the Company shall be payable in accordance with such plan or program, except as
explicitly modified by this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.
RESOUND CORPORATION "EMPLOYEE"
By:
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Title: Name:
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Title:
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