EXHIBIT (10)(m)
CTS CORPORATION
000 Xxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
{Date}
{Employee name and address}
Dear :
A question has arisen regarding the operation of the severance and
option agreements (collectively, the "Agreements") between the Company
and you. This letter agreement constitutes a binding interpretation of
and amendment to the Agreements, effective as of the date hereof.
Notwithstanding anything in the Agreements to the contrary, in
addition to any of the other events or circumstances set forth in
Section 1(d), a "Change in Control" will be deemed to have occurred
for all purposes thereof in the event of a Board Shift. For this
purpose, (i) a "Board Shift" will be deemed to have occurred if 50%
or more of the members of the Board of the Company, or of any
entity resulting from a Business Combination, are persons who (A)
are employees of any beneficial owner of 20% or more of the Voting
Stock (a "20+% Holder") or (B) were nominated for election, or voted
for, by any such 20+% Holder unless such nomination or vote was
approved by a majority of the Unrelated Directors and (ii)
"Unrelated Directors" means Xxxxxx X. Xxxxxxxx, Xx., Xxxxxxxx X.
Xxxxxxx and Xxxxxx X. Xxxxxx or any successors thereto nominated
with the approval of such of the foregoing (or their successors
nominated as aforesaid) as may remain members of the Board of the
Company, or of any entity resulting from a Business Combination, at
the time of such nomination.
Very truly yours,
CTS CORPORATION
BY:
{Title of officer}
Acknowledged and Agreed to
as of the date first above
written:
{Name of Employee}
