2004 Stock Option Plan of Telex Communications Holdings, Inc.

Summary

This agreement establishes the 2004 Stock Option Plan for Telex Communications Holdings, Inc. It allows the company to grant stock options to its directors, employees, consultants, and independent contractors. The plan aims to encourage these individuals to acquire a personal stake in the company, motivating them to contribute to its success and remain with the organization. The plan outlines eligibility, administration, and key definitions, and is managed by the Board of Directors or a designated committee.

EX-10.14 4 c93391exv10w14.txt 2004 STOCK OPTION PLAN EXHIBIT 10.14 2004 STOCK OPTION PLAN OF TELEX COMMUNICATIONS HOLDINGS, INC. 1. Purpose. The purpose of this Stock Option Plan is to advance the interests of the Corporation by encouraging and enabling the acquisition of a larger personal proprietary interest in the Corporation by directors, employees, consultants and independent contractors who are employed by, or perform services for, the Corporation and its Subsidiaries and upon whose judgment and keen interest the Corporation is largely dependent for the successful conduct of its operations. It is anticipated that the acquisition of such proprietary interest in the Corporation will stimulate the efforts of such directors, employees, consultants and independent contractors on behalf of the Corporation and its Subsidiaries and strengthen their desire to remain with the Corporation and its Subsidiaries. It is also expected that the opportunity to acquire such a proprietary interest will enable the Corporation and its Subsidiaries to attract desirable personnel, directors and other service providers. 2. Definitions. When used in this Plan, unless the context otherwise requires: a. "Affiliate" shall mean, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing. b. "Board of Directors" shall mean the Board of Directors of the Corporation, as constituted at any time. c. "Chairman of the Board" shall mean the person who at the time shall be Chairman of the Board of Directors. d. "Change of Control" shall mean the occurrence of one or more of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Corporation; (ii) individuals who on the date of the adoption of this Stock Option Plan constituted the Board of Directors of the Corporation (together with any new directors whose election by such Board of Directors of the Corporation or whose nomination for election by the shareholders of the Corporation was approved by a vote of a majority of the directors of the Corporation then still in office who were either directors on the date of the adoption of this Stock Option Plan or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Corporation then in office; (iii) the adoption of a plan relating to the liquidation or dissolution of the Corporation; or (iv) the merger or consolidation of the Corporation with or into another Person or the merger of another Person with or into the Corporation, or the sale of all or substantially all the assets of the Corporation (determined on a consolidated basis) to another Person (other than, in all such cases, a Person that is controlled by the Permitted Holders), other than a transaction following which in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Corporation immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction. e. "Committee" shall mean the Committee hereinafter described in Section 3. f. "Corporation" shall mean Telex Communications Holdings, Inc. g. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and any successor statute or statutes thereto. h. "Fair Market Value" on a specified date shall mean the closing price at which one Share is traded on the stock exchange on which Shares are primarily traded, or, if the Shares are not listed on a stock exchange, on the National Association of Securities Dealers Automated Quotation System, or if the Shares are not so traded, the value of a Share as established by the Committee for such date using any reasonable method of valuation. i. "Options" shall mean the stock options granted pursuant to this Plan. j. "Permitted Holders" shall mean each of the following: Greenwich Street Capital Partners, Inc., FS Private Investments III LLC (d/b/a Jefferies Capital Partners), CFSC Wayland Advisers, Inc. or any of their respective Affiliates (including any investment fund or vehicle managed, sponsored or advised by Greenwich Street Capital Partners, Inc., FS Private Investments III LLC (d/b/a Jefferies Capital Partners), CFSC Wayland Advisers, Inc. or any of their respective Affiliates). k. "Person" shall mean an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof. 2 l. "Plan" shall mean this 2004 Stock Option Plan of Telex Communications Holdings, Inc. as adopted by the Board of Directors of the Corporation as of October 29, 2004, as such Plan from time to time may be amended. m. "Share" shall mean a share of common stock of the Corporation. n. "Subsidiary" shall mean any corporation, partnership, limited liability company or other business entity of which 50% or more of the stock, partnership interests, membership interests or other similar ownership interests having general voting power or sharing in gain or loss allocations is owned by the Corporation, or by another Subsidiary as herein defined, of the Corporation. o. "Voting Stock" shall mean, with respect to any Person, securities of any class or classes of Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person. 3. Committee. The Plan shall be administered by the Board of Directors; provided, however, that from and after the date on which the Corporation is required to register any class of its equity securities under Section 12 of the Exchange Act, the Plan shall be administered by a Committee which shall consist of two or more directors of the Corporation, each of whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act and an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The members of the Committee shall be selected by the Board of Directors. Any member of the Committee may resign by giving written notice thereof to the Board of Directors, and any member of the Committee may be removed at any time, with or without cause, by the Board of Directors. If, for any reason, a member of the Committee shall cease to serve, the vacancy shall be filled by the Board of Directors. The Committee shall establish such rules and procedures as are necessary or advisable to administer the Plan. During any period of time in which the Plan is administered by the Board of Directors, all references in the Plan to the Committee shall be deemed to refer to the Board of Directors. 4. Participants. The class of persons who are potential recipients of Options granted under this Plan consist of the (i) directors of the Corporation or a Subsidiary, (ii) employees of the Corporation or a Subsidiary, and (iii) consultants and independent contractors used by the Corporation or a Subsidiary, in each case as determined by the Committee in its sole discretion. The directors, employees, consultants and independent contractors to whom Options are granted under this Plan, and the number of Shares subject to each such Option, shall be determined by the Committee in its sole discretion, subject, however, to the terms and conditions of this Plan. 5. Shares and Grants of Options. The Committee may, but shall not be required to, grant, in accordance with this Plan, Options to purchase an aggregate of up to 140,000 Shares, which may be either Shares held in treasury or authorized but unissued Shares. The maximum number of Shares which may be the subject of Options granted to any individual during any calendar year shall not exceed 15,000 Shares. If the Shares that would be issued or transferred pursuant to any Option are not issued or transferred and cease to be issuable or transferable for any reason, the number of Shares subject to such Option will no longer be charged against the 3 limitation provided for herein and may again be made subject to Options; provided, however, that with respect to any Option granted on or after the date on which any class of equity securities issued by the Corporation is required to be registered under Section 12 of the Exchange Act to any person who is a "covered employee" as defined in Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder that is canceled or repriced, the number of Shares subject to such Option shall continue to count against the maximum number of Shares which may be the subject of Options granted to such person and such maximum number of Shares shall be determined in accordance with Section 162(m) of the Internal Revenue Code and the regulations promulgated thereunder. No Option shall be treated as an incentive stock option under Section 422 of the Internal Revenue Code, and all Options granted under the Plan shall be non-qualified stock options for tax purposes. If any Option shall expire, be cancelled or terminate for any reason without having been exercised in full, the unpurchased Shares subject thereto may again be made subject to Options under the Plan. Nothing herein contained shall be construed to prohibit the issuance of Options at different times to the same employee, director, consultant or independent contractor. A certificate of Option signed by the Chairman of the Board of Directors, or the President or a Vice President of the Corporation, shall be issued to each person to whom an Option is granted, and shall be countersigned by the holder to evidence the holder's agreement to the terms and conditions thereof and of the Plan. The certificate of Option shall be in the form attached hereto as Annex 1, or in such other form as may be determined by the Committee from time to time. 6. Price. The price per Share of the Shares to be purchased pursuant to the exercise of any Option shall be fixed by the Committee at the time of grant. 7. Duration of Options. The duration of any Option granted under this Plan shall be fixed by the Committee in its sole discretion; provided, however, that no Option shall remain in effect for a period of more than ten years from the date upon which the Option is granted. 8. Consideration for Options. The Corporation shall obtain such consideration for the grant of an Option as the Committee in its discretion may request. 9. Restrictions on Transferability of Options. Options shall not be transferable otherwise than by will or by the laws of descent and distribution or as provided in this Section 9. Notwithstanding the foregoing, the Committee may, in its discretion, authorize a transfer of all or a portion of any Option by the initial holder to (i) the spouse, children, stepchildren, grandchildren or other family members of the initial holder ("Family Members"), (ii) a trust or trusts for the exclusive benefit of such Family Members, (iii) a corporation or partnership in which such Family Members and the initial holder are the only shareholders or partners, or (iv) such other persons or entities which the Committee may permit; provided, however, that subsequent transfers of such Options shall be prohibited except by will or the laws of descent and 4 distribution. Any transfer of such an Option shall be subject to such terms and conditions as the Committee shall approve, including that such Option shall continue to be subject to the terms and conditions of the Option and of the Plan as amended from time to time. The events of termination of employment or service under Section 11 shall continue to be applied with respect to the initial holder, following which a transferred Option shall be exercisable by the transferee only to the extent and for the periods specified under Section 11. 10. Exercise of Options. Except as otherwise provided herein, or as otherwise determined by the Committee and provided in an applicable Option certificate, or as otherwise provided in the holder's employment or consulting agreement (if any) with the Corporation or a Subsidiary, an Option, after the grant thereof, shall be vested and exercisable by the holder at the rate of 20% on each of the first five anniversaries of the date of grant, provided that the holder is still in the employ or service of the Corporation or a Subsidiary on the applicable vesting date. Notwithstanding the foregoing, all or any part of any remaining unexercised Options granted to any person may be exercised in the following circumstances (but in no event after the expiration of the term of the Option): (a) if, while the holder is employed by, or serving as a director of or consultant to, the Corporation or a Subsidiary, there occurs a Change of Control, or (b) upon the occurrence of such special circumstances or event as in the opinion of the Committee merits special consideration. An Option shall be exercised by the delivery of a written notice duly signed by the holder thereof to such effect, together with the Option certificate and the full purchase price of the Shares purchased pursuant to the exercise of the Option, to the Chairman of the Board or an officer of the Corporation appointed by the Chairman of the Board for the purpose of receiving the same. Payment of the full purchase price shall be made as follows: in cash; by check payable to the order of the Corporation; by delivery to the Corporation of Shares which shall be valued at their Fair Market Value on the date of exercise of the Option; or by such other methods as the Committee may permit from time to time; provided, however, that a holder may not use any Shares to pay the exercise price unless the holder has beneficially owned such Shares for at least six months. No Option may be granted pursuant to the Plan or exercised at any time when such Option, or the granting, exercise or payment thereof, may result in the violation of any law or governmental order or regulation. Within a reasonable time after the exercise of an Option, the Corporation shall cause to be delivered to the person entitled thereto, a certificate for the Shares purchased pursuant to the exercise of the Option. If the Option shall have been exercised with respect to less than all of the Shares subject to the Option, the Corporation shall also cause to be delivered to the person entitled thereto a new Option certificate in replacement of the certificate surrendered at the time of the exercise of the Option, indicating the number of Shares with respect to which the Option remains available for exercise, or the original Option certificate shall be endorsed to give effect to the partial exercise thereof. 11. Termination of Employment or Service. Except as otherwise provided in the holder's employment or consulting agreement (if any) with the Corporation or a Subsidiary, all or any part of any Option, to the extent unexercised, shall terminate immediately (i) in the case of an employee, upon the cessation or termination for any reason of the Option holder's 5 employment by the Corporation and all Subsidiaries, or (ii) in the case of a director, consultant or independent contractor of the Corporation or a Subsidiary who is not also an employee of the Corporation or a Subsidiary, upon the holder's ceasing to serve as a director, consultant or independent contractor of the Corporation or a Subsidiary, except that in either case the Option holder shall have three months following the cessation of his employment with the Corporation and Subsidiaries or his service as a director, consultant or independent contractor of the Corporation or a Subsidiary, as the case may be, and no longer, within which to exercise any unexercised Option that he could have exercised on the day on which such employment, or service as a director, consultant or independent contractor, terminated (including any portion of an Option as to which the exercisability is accelerated pursuant to Section 10); provided that such exercise must be accomplished prior to the expiration of the term of such Option. Notwithstanding the foregoing, if the cessation of employment or service as a director, consultant or independent contractor is due to disability (as defined in Section 22(e)(3) of the Internal Revenue Code) or to death, the Option holder or the representative of the Estate or the heirs of a deceased Option holder shall have the privilege of exercising the Options which are exercisable but unexercised at the time of such disability or death; provided, however, that such exercise must be accomplished prior to the expiration of the term of such Option and within twelve months of the Option holder's disability or death, as the case may be. The Committee may, in its sole discretion, at the time of grant of an Option or thereafter, extend the post-termination exercise period with respect to such Option, but in no event beyond the expiration of the term of such Option. Except as otherwise provided in the holder's employment or consulting agreement (if any) with the Corporation or a Subsidiary, if the employment or service of any Option holder with the Corporation or a Subsidiary shall be terminated because of the Option holder's unsatisfactory job performance (as reasonably determined by the Committee) or violation of the duties of such employment or service with the Corporation or a Subsidiary as he may from time to time have, the existence of which violation shall be determined by the Committee in its sole discretion (which determination by the Committee shall be conclusive) all unexercised Options of such Option holder shall terminate immediately upon such termination of the holder's employment or service with the Corporation and all Subsidiaries, and an Option holder whose employment or service with the Corporation and Subsidiaries is so terminated, shall have no right after such termination to exercise any unexercised Option he might have exercised prior to the termination of his employment or service with the Corporation and Subsidiaries. Nothing contained herein or in the Option certificate shall be construed to confer on any employee or director any right to be continued in the employ of the Corporation or any Subsidiary or as a director of the Corporation or a Subsidiary or derogate from any right of the Corporation and any Subsidiary to request the resignation of or discharge any employee, director, consultant or independent contractor (without or with pay), at any time, with or without cause. 12. Corporation's Repurchase Rights; Drag Along; and Lock-Up. Upon a proposed sale of any Shares purchased pursuant to the exercise of an Option or following a termination of an Option holder's (or, in the case of any Option which has been transferred in accordance with Section 9, the initial holder's) employment or service with the Corporation and its Subsidiaries (a "Repurchase Event"), the Corporation shall have a right of first refusal (if the Repurchase Event 6 is a proposed sale) or a right, but not an obligation (if the Repurchase Event is a termination of employment or service), to purchase all or part of the Shares purchased pursuant to the exercise of the Option (if any) at a repurchase price equal to (i) the proposed sale price if the Repurchase Event is a proposed sale of Shares or (ii) the Fair Market Value of the Shares on the date of the repurchase if the Repurchase Event is the Option holder's (or initial holder's) termination of employment or service. The Corporation's repurchase rights with respect to any Shares shall not be exercisable until at least six months have elapsed since the date of the issuance of the Shares to the Option holder, but the Shares shall nevertheless be subject to the Corporation's repurchase rights until such rights expire or terminate as hereinafter provided. The Corporation's right to repurchase Shares will expire on the latest of (i) 90 days from the later of the date the Corporation has received notice from the holder of a Repurchase Event due to a proposed sale or the date of a Repurchase Event due to a termination of employment or service (or, if later, seven months after the Shares were issued to the holder), or (ii) seven months from the time the last Option was exercised by the holder of the Shares. Notwithstanding the foregoing, the Corporation's repurchase rights pursuant to this Section 12 shall terminate upon an initial public offering by the Corporation of Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form. Notwithstanding any other provision of the Plan, if the shareholders owning at least 51% of the Corporation's Shares (the "Requisite Holders") approve a sale of the Corporation or substantially all of its assets to a third party in an arm's-length transaction in which such purchaser is not the Corporation or an affiliate of the Corporation (an "Approved Sale"), whether by way of merger, consolidation, sale of stock or assets, or otherwise, all holders of any Shares issued pursuant to Options shall consent to and raise no objections against the Approved Sale, and if the Approved Sale is structured as (i) a merger or consolidation of the Corporation, or a sale of all or substantially all of the Corporation's assets, each holder of any Shares issued pursuant to an Option shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the stock of the Corporation, such holders shall agree to sell their Shares on the terms and conditions approved by the Requisite Holders; provided, however, that the obligations under this paragraph shall terminate upon an initial public offering by the Corporation of Shares as described above. In connection with the Corporation's initial public offering, each holder of any Shares issued pursuant to an Option shall agree, upon the request of the principal underwriter managing the initial public offering of the Corporation, not to sell publicly any such Shares without the prior written consent of such underwriter for such period of time from the effective date of such registration as the underwriter may specify. 13. Adjustment of Optioned Shares. If prior to the complete exercise of any Option there shall be declared and paid a stock dividend upon the common stock of the Corporation or if the common stock of the Corporation shall be split up, converted, exchanged, reclassified, or in any way substituted for, the Option, to the extent that it has not been exercised, shall entitle the holder thereof upon the future exercise of the Option to such number and kind of securities or other property subject to the terms of the Option to which he would have been entitled had he actually owned the Shares subject to the unexercised portion of the Option at the time of the 7 occurrence of such stock dividend, split-up, conversion, exchange, reclassification or substitution; and the aggregate purchase price upon the future exercise of the Option shall be the same as if the originally optioned Shares were being purchased thereunder. Any fractional shares or securities payable upon the exercise of the Option as a result of such adjustment shall be payable in cash based upon the Fair Market Value of such shares or securities at the time of such exercise. If any such event should occur, the number of Shares with respect to which Options remain to be issued, or with respect to which Options may be reissued, shall be adjusted in a similar manner. Notwithstanding the foregoing, upon the dissolution or liquidation of the Corporation, or the occurrence of a merger or consolidation in which the Corporation is not the surviving corporation, or in which the Corporation becomes a subsidiary of another corporation or in which the voting securities of the Corporation outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting securities of the Corporation or such surviving entity immediately after such merger or consolidation, or upon a spin-off (including a reverse spin-off) by the Corporation, but only as to the holders of Options who are to be employed immediately after the spin-off by the entity which represents less than 50% of the value of the Corporation immediately prior to the transaction and any holders who will serve as directors of such entity and not of the Corporation, or upon the sale of all or substantially all of the assets of the Corporation, the Committee may, in its sole discretion, terminate the Options granted hereunder, unless provision is made by the Corporation in connection with any such transaction for the assumption of Options theretofore granted or the substitution for such Options of new options of the successor corporation or a parent or subsidiary thereof, with appropriate adjustments as to the number and kinds of shares and the per share exercise prices. In the event the Options terminate as aforesaid in connection with such a dissolution, liquidation, merger, consolidation, spin-off or sale, the Committee shall provide that the holder of any such Option shall be entitled to receive from the Corporation an amount equal to the excess of (i) the Fair Market Value (determined on the basis of the amount received by shareholders in connection with such transaction) of the Shares subject to the portion of the Option not theretofore exercised and which is then exercisable (including the extent to which the exercisability is accelerated pursuant to Section 10), over (ii) the aggregate purchase price which would be payable for such Shares upon the exercise of the Option. In the event of any other change in the corporate structure or outstanding Shares, the Committee may make such equitable adjustments to the number of Shares and the class of shares available hereunder or to any outstanding Options as it shall deem appropriate to prevent dilution or enlargement of rights. 14. Issuance of Shares and Compliance with Securities Act. The Corporation may postpone the issuance and delivery of Shares upon any exercise of an Option until (a) the admission of such Shares to listing on any stock exchange on which Shares of the Corporation of the same class are then listed, and (b) the completion of such registration or other qualification of such Shares under any State or Federal law, rule or regulation as the Corporation shall determine to be necessary or advisable. Any person exercising an Option shall make such representations and furnish such information as may, in the opinion of counsel for the Corporation, be 8 appropriate to permit the Corporation, in the light of the then existence or non-existence with respect to such Shares of an effective registration statement under the Securities Act, to issue the Shares in compliance with the provisions of the Securities Act or any comparable act. The Corporation shall have the right, in its sole discretion, to legend any Shares which may be issued pursuant to the exercise of an Option, or may issue stop transfer orders in respect thereof. 15. Income Tax Withholding. If the Corporation or a Subsidiary shall be required to withhold any amounts by reason of any Federal, State or local tax rules or regulations in respect of the issuance of Shares pursuant to the exercise of such Option, the Corporation or the Subsidiary shall be entitled to deduct and withhold such amounts from any cash payments to be made to the holder of such Option. In any event, the holder shall make available to the Corporation or Subsidiary, promptly when requested by the Corporation or such Subsidiary, sufficient funds to meet the requirements of such withholding; and the Corporation or Subsidiary shall be entitled to take and authorize such steps as it may deem advisable in order to have such funds made available to the Corporation or Subsidiary out of any funds or property due or to become due to the holder of such Option. 16. Administration and Amendment of the Plan. Except as hereinafter provided, the Board of Directors or the Committee may at any time withdraw or from time to time amend the Plan as it relates to, and the terms and conditions of, any Options not theretofore granted, and the Board of Directors or the Committee, with the consent of the affected holder of an Option, may at any time withdraw or from time to time amend the Plan as it relates to, and the terms and conditions of, any outstanding Option. Determinations of the Committee as to any question which may arise with respect to the interpretation of the provisions of the Plan and Options shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable to make the Plan and Options effective or provide for their administration, and may take such other action with regard to the Plan and Options as it shall deem desirable to effectuate their purpose. 17. Effective Date. This Plan is effective October 29, 2004. 18. Final Issuance Date. No Option shall be granted under the Plan after October 29, 2014. 9 IN WITNESS WHEREOF, the Corporation has caused these presents to be executed by its duly authorized officer as of October 29, 2004. TELEX COMMUNICATIONS HOLDINGS, INC. By: __________________________________ Name: Gregory W. Richter Title: Chief Financial Officer 10 Annex 1 OPTION CERTIFICATE NON-QUALIFIED STOCK OPTION __________________ Shares To Purchase Common Stock of TELEX COMMUNICATIONS HOLDINGS, INC. Issued Pursuant to the 2004 Stock Option Plan of Telex Communications Holdings, Inc. THIS CERTIFIES that on ______________________, 20__, ___________________________ (the "Holder") was granted an option ("Option") which is not to be treated as an incentive stock option under Section 422 of the Internal Revenue Code, to purchase at the Option exercise price of $__________ per share all or any part of ______________________ fully paid and non-assessable shares ("Shares") of the common stock of Telex Communications Holdings, Inc. (the "Corporation"), pursuant to the 2004 Stock Option Plan of Telex Communications Holdings, Inc. (the "Plan"), upon and subject to the following terms and conditions. This Option shall expire on ________________, 20__. This Option shall not be transferable by the Holder otherwise than by will or by the laws of descent and distribution or as otherwise provided pursuant to the Plan. Except as otherwise provided pursuant to the Plan, this Option shall become vested and exercisable [at the rate of 20% on and after each of the first five anniversaries of the date of grant, provided that the Holder is still in the employ or service of the Corporation or a Subsidiary on the applicable vesting date].(1) In no event, however, may the Option be exercised after the Option's expiration date or after an earlier termination of exercisability of the Option pursuant to the Plan in connection with the Holder's termination of employment or service with the Corporation or its Subsidiaries. The Option and this Option certificate are issued pursuant to and are subject to all of the terms and conditions of the Plan, the terms and conditions of which are hereby incorporated as though set forth at length, and a copy of which is attached to this certificate. Capitalized terms not otherwise defined herein shall have the same meanings as defined in the Plan. By countersigning below, the Holder agrees to be bound by the terms and conditions of this Option and of the Plan. A determination of the Board of Directors of the Corporation or the Committee under the Plan as to any questions which may arise with respect to the interpretation of the provisions of the Option and of the Plan shall be final. The Board of Directors or the Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable. WITNESS the signature of the Corporation's duly authorized officer as of the date first written above. TELEX COMMUNICATIONS HOLDINGS, INC. By:______________________________________ ACCEPTED AND AGREED: ___________________________ [Holder] - ------------------ (1) Revise the vesting rate if the Committee determines to provide a different vesting schedule or there is an applicable employment or consulting agreement.