EXHIBIT 10.8(b)
Amendment dated January 5, 2003 to Service Agreement between EVI Audio GmbH,
▇▇▇▇ ▇▇ Audio Deutschland GmbH & Co. KG, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ von Heydekampf,
dated February 21, 1997
Preamble
Reference is made to the Service Agreement between EVI Audio GmbH ("EVI"), ▇▇▇▇
▇▇ Audio Deutschland GmbH & Co KG, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ von Heydekampf
("Executive"), entered into on February 21, 1997 (the "Service Agreement");
Reference is also made to the Secondment Agreement between EVI, Telex
Communications, Inc. ("Telex") and Executive (the "Secondment Agreement")
entered into on January 5, 2003.
The Secondment Agreement provides that for the Secondment Period (as defined
therein), Executive will be seconded to Telex in Burnsville, Minnesota, USA.
In accordance with Section 12(2) of the Service Agreement, EVI and Executive
wish to modify the Service Agreement by adding a new Section 13 to read as
follows:
"SECTION 13. RIGHTS AND OBLIGATIONS DURING AND FOLLOWING PERIOD OF
SECONDMENT.
1. Notwithstanding anything in this Agreement to the contrary, during
the period Mr. von Heydekampf is seconded (the "Secondment Period") to
Telex Communications, Inc. in accordance with the Secondment Agreement
between EVI Audio GmbH, Telex Communications, Inc. ("Telex") and
Executive (the "Secondment Agreement"), all rights to payments upon
termination described in Section 4, remuneration described in Section
5, working hours, place of employment and other employment described in
Section 6, a company car and business travel described in Section 7,
vacation described in Section 8, illness and salary continuation
described in Section 9, and insurance described in Section 11, shall be
interrupted for the time of the Secondment.
2. During the Secondment Period, the terms of Mr. von Heydekampf's
remuneration and employment shall be governed solely by the Employment
Agreement between Mr. von Heydekampf and Telex, executed on January 5,
2003 (the "Telex Agreement") and the Secondment Agreement.
3. During the Secondment Period, Mr. von Heydekampf shall retain his
position described in Section 1 and the responsibilities described in
Section 2.
4. During the Secondment Period, Mr. von Heydekampf, in addition to his
responsibilities under Section 2, shall have the responsibilities
described in the Telex Agreement.
5. Following the end of the Secondment Period in accordance with the
terms of the Secondment Agreement, the provisions of this Agreement
shall be reinstated prospectively as their terms existed on the date of
the amendment adding this Section 13, except that Section 5(4) shall be
modified so that any remuneration received by Mr. von Heydekampf under
the Telex Agreement in the nature of severance payments shall offset
and be credited against any and all amounts payable pursuant to this
Agreement for termination thereof. For avoidance of doubt, any payments
made upon termination of his service for Telex shall be offset against
any amounts payable under Section 4 hereof in the event of his
subsequent termination from EVI GmbH and shall have been deemed to have
satisfied any obligations pursuant to German law in connection with
such termination.
EVI Audio GmBH
By: /s/
Dated: January 5, 2003
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ von Heydekampf
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ von Heydekampf
Dated: January 5, 2003