Exhibit (c)(3)
[Form of Letter Regarding Change of Control Agreement]
May 10, 1999
[Name]
ReSound Corporation
000 Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
Re: Change of Control Agreement
Dear [Name]:
This confirms our agreement regarding your change of control agreement
with ReSound Corporation (the "Company") dated ______________ (the "Change of
Control Agreement"). Unless otherwise defined herein, capitalized terms shall
have the respective meanings ascribed thereto in the Change of Control
Agreement.
The Change of Control Agreement provides for certain benefits upon
termination of your employment after a Change of Control by the Company without
Cause or by you for Good Reason. The Company, GN Great Nordic Ltd. ("GN"), and
GN Acquisition Corporation have entered into an Agreement and Plan of Merger,
dated as of May 10, 1999 (the "Merger Agreement"), which provides that the
Merger Subsidiary will merge (the "Merger") with and into the Company upon
completion of the tender offer contemplated thereby. Upon consummation of the
Merger, the Company will be a wholly-owned subsidiary of GN. The completion of
the tender offer will constitute a Change of Control under the Change of
Control Agreement.
As a result of the change in the nature of your responsibilities and
position that will result from the Merger, your Change of Control Agreement is
amended, as of the Effective Time of the Merger, to provide that in the event
you terminate your employment for any reason at any time after the consummation
of the Merger and within twenty-four months following the completion of the
tender offer contemplated by the Merger Agreement, (i) such termination shall
be deemed to be for "Good Reason", as defined in your Change of Control
Agreement, and (ii) you will be entitled to all benefits arising under the
Change of
Control Agreement applicable to a termination for Good Reason following a
Change in Control.
The foregoing amendment to your Change of Control Agreement shall become
effective only if the Merger is consummated.
In addition, if Section 5 of your Change of Control Agreement results in
payment to you of less than the full amount of your benefits (as otherwise
stated under that Agreement), then GN will offer to enter into a
consulting/noncompete agreement guaranteeing you the opportunity to earn, in
consideration of services rendered, at least the amount of the benefits
foregone under Section 5 of your Change of Control Agreement.
Please confirm your agreement to the foregoing by signing and returning to
me the enclosed copy of this letter.
By its execution of a copy of this letter, GN consents to the amendments
to be made by this agreement to your Change of Control Agreement upon
consummation of the Merger.
Very truly yours,
GN ACQUISITION CORPORATION
By:
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Name:
Title:
CONFIRMED AND AGREED
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[Name]
2
CONSENTED AND AGREED
GN GREAT NORDIC LTD.
By:
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Name:
Title:
By:
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Name:
Title:
3
