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                                                                 EXHIBIT 10.5(b)


INCENTIVE COMPENSATION AGREEMENT dated as of March 14, 2000 (this "Agreement")
between:

(a)    TELEX COMMUNICATIONS GROUP, INC., a Delaware corporation (the "Company");

(b)    NED C. JACKSON ("Jackson").

Certain capitalized terms used in this Agreement shall have the meanings given
such terms on Schedule A hereto, unless otherwise defined herein.

                                   Witnesseth:

Whereas, the Company has requested that Jackson serve as President of the
         Company; and

Whereas, in order to inducement Jackson to serve as the President of the
         Company, the Company proposes to executed and deliver this Agreement.

Now, therefore, in consideration of the mutual benefits to be derived and the
representations and warranties, conditions and promises herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:

1.   Triggering Event Incentive Payment.

     (a)   Upon the occurrence of a Triggering Event, Jackson shall be entitled
           to receive from the Company a payment in cash (the "Triggering Event
           Incentive Payment") in an amount determined by multiplying (i) an
           amount equal to the Greenwich Proceeds less $141 million and an
           allocable portion of the amount of the Triggering Event Incentive
           Payment, by (ii) the Applicable Percentage.

     (b)   The "Applicable Percentage" shall be determined as set forth below
           based on the indicated Greenwich Proceeds:
<TABLE>


          <S>                                                                       <C>
           Greenwich Proceeds                                                         Applicable Percentage
           ------------------                                                         ---------------------

           Not greater than $200 million                                              1%

           Greater than $200 million                                                  2%
</TABLE>

           The calculation of the Triggering Event Incentive Payment is
           illustrated on Schedule B hereto.

     (c)   A "Triggering Event" shall be deemed to have occurred if the Company
           shall have effected any of the following transactions:

           (i)    (A) a merger or consolidation of the Company resulting in the
                  holders of the Common Stock of the Company as of immediately
                  prior to such transaction ceasing to own as of immediately
                  after the transaction more than 80% of the Common Stock of the
                  Company or its successor; or (B) a sale of all or
                  substantially all of the assets of the Company, including
                  without limitation a sale by


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                  the Company of more than 80% of the Common Stock of Telex
                  Communications, Inc.;

           (ii)   a sale or transfer by Greenwich I, LLC and/or  Greenwich  II,

                  LLC (other than transfers by Greenwich II, LLC to any
                  "Permitted Assignee" (as defined in the Stockholders and
                  Registration Rights Agreement as amended and restated as of
                  May 6, 1997), and other than transfers by Greenwich I, LLC to
                  any Person who would be a Permitted Assignee of Greenwich I,
                  LLC under the same definition if applied to Greenwich I, LLC),
                  together with sales and transfers by any Permitted Assignees,
                  in one or more transactions, of shares of the Common Stock
                  which represents more than 50% of shares of the Common Stock
                  owned by them as of the date hereof; or

           (iii)  a recapitalization of the Company resulting in a distribution
                  of cash or property to the holders of the Common Stock (a
                  "Recapitalization") and Greenwich Proceeds in an amount
                  greater than the sum of $141 million and an allocable portion
                  of the amount of the Triggering Event Incentive Payment that
                  would be payable upon the occurrence of such Triggering Event.

     (d)   "Greenwich  Proceeds"  shall mean the  aggregate  purchase  price,
           or exchange or conversion consideration, or distributions of cash or
           property, received by Greenwich I, LLC and Greenwich II, LLC
           (together "Greenwich"), in the Triggering Event, in respect of the
           Common Stock and the Series A Pay-in-Kind Preferred Stock, par value
           $0.01 per share (the "PIK Preferred Stock"), of the Company owned by
           Greenwich). In the event that a Triggering Event shall occur
           subsequent to the occurrence of a Recapitalization (where such
           previous Recapitalization did not itself constitute a Triggering
           Event), Greenwich Proceeds in the Triggering Event shall include also
           any distributions of cash or property to Greenwich in respect of the
           Common Stock or the PIK Preferred Stock made in connection with the
           prior Recapitalization. In the event of the occurrence of another
           Triggering Event subsequent to a Recapitalization which was a
           Triggering Event, the Triggering Event Incentive Payment and the
           Applicable Percentage shall be recalculated and adjusted, on a
           cumulative basis taking into account the prior Recapitalization
           Triggering Event and all such other distributions. In the event that
           the purchase price or exchange or conversion consideration paid, or
           the distributions received, in the transaction includes securities or
           assets, the value of such securities or assets for purposes of
           determining the Greenwich Proceeds shall be determined by the Board
           of Directors of the Company in its reasonable judgment. In such
           determination, all of the members of the Board of Directors may
           participate notwithstanding that any such director might be
           Affiliated or associated with, or have any financial or other
           interest or relationship with or in, Greenwich and the vote of such
           director shall be counted in such determination.

2.   Not an Employment Agreement; Etc.

     (a)   Nothing contained in this Agreement shall constitute an agreement of
           employment between the Company and Jackson or shall establish any
           entitlement of Jackson to employment by the Company.



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     (b)   The  rights of  Jackson  under this  Agreement  shall  terminate,
           and his entitlement to the Triggering Event Incentive Payment shall
           be automatically forfeited: (i) as of the date of the voluntary
           resignation by Jackson as President, the death of Jackson or the
           removal of Jackson as President for Cause or because of Jackson's
           Disability; or (ii) upon the occurrence of any Insolvency Event with
           respect to Jackson. However, if a Triggering Event occurs within one
           year following the death of Jackson or the removal of Jackson because
           of Jackson's Disability, and if the Triggering Event Incentive
           Payment would have been payable to Jackson but for his death, then
           the estate of Jackson shall be entitled to receive the Triggering
           Event Incentive Payment.

3.   Miscellaneous.

     (a)   This Agreement contains the entire agreement between the parties
           hereto with respect to the Triggering Event Incentive Payment and
           supersedes all prior arrangements or understandings with respect
           thereto.

     (b)   The descriptive headings of this Agreement are for convenience only
           and shall not control or affect the meaning or construction of any
           provision of this Agreement.

     (c)   All notices or other communications which are required or permitted
           under this Agreement shall be in writing and sufficient if delivered
           personally or sent by facsimile transmission, internationally
           recognized over-night courier or registered or certified mail,
           postage prepaid, addressed as follows:

<TABLE>


          <S><C>
           If to the Company:                                         with a copy to:

           9600 Aldrich Avenue South                                  Dechert Price & Rhoads
           Bloomington, Minnesota 55420                               30 Rockefeller Plaza
           Attention: Kris Bruer                                      New York. New York 10112
                         General Counsel                              Attention: Ronald R. Jewell
           Fax:       612-887-5588                                    Fax:       (212) 698-3599

           If Jackson:

           1976 Pine Ridge Drive
           West St. Paul, Minnesota 55118
           Fax :         651-453-1507
</TABLE>


           Any such notices or communications shall be deemed to have been
           received: (i) if delivered personally or sent by facsimile
           transmission (with transmission confirmed in a writing) or nationally
           recognized overnight courier; or (ii) if sent by registered or
           certified mail, on the date on which such mailing was received by the
           party to whom it was addressed. Any party may by notice as aforesaid
           change the address to which notices or other communications to it are
           to be delivered or mailed.

     (d)   This Agreement shall be governed by and construed in accordance with
           the Laws of the State of New York (other than the choice of law
           principles thereof).



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     (e)   Any action, suit or other proceeding initiated by any party hereto
           against the others under or in connection with this Agreement may be
           brought in any Federal or state court in the State of New York, as
           the party bringing such action, suit or proceeding shall elect,
           having jurisdiction over the subject matter thereof. The parties
           hereto hereby submit themselves to the jurisdiction of any such court
           for the purpose of any such action and agree that service of process
           on them in any such action, suit or proceeding may be effected by the
           means by which notices are to be given to it under this Agreement.

     (f)   The parties hereto acknowledge that the award of damages for any
           breach of the obligations undertaken by the parties hereto may be
           insufficient and inadequate and that the parties hereto shall be
           entitled to obtain specific performance of the obligations of the
           other parties under this Agreement or other injunctive relief, in
           addition to damages.

     (g)   Except as provided in the last sentence of Section 2(b) hereof, the
           rights of Jackson under this Agreement are personal to Jackson, and
           may not be assignable by Jackson, and any purported assignment by
           Jackson shall be void.

     (h)   Any waiver of any term or condition of this Agreement, or any
           amendment or supplementation of this Agreement, shall be effective
           only if in writing. A waiver of any breach or failure to enforce any
           of the terms or conditions of this Agreement shall not in any way
           affect, limit or waive a party's rights under this Agreement at any
           time to enforce strict compliance thereafter with every term or
           condition of this Agreement.

     (i)   In the event that any provision contained in this Agreement shall be
           determined to be invalid, illegal or unenforceable in any respect for
           any reason, the validity, legality and enforceability of any such
           provision in every other respect and the remaining provisions of this
           Agreement shall not, at the election of the party for whose benefit
           the provision exists, be in any way impaired.

     (j)   This Agreement may be executed in two or more counterparts, each of
           which shall be deemed an original, and it shall not be necessary in
           making proof of this Agreement or the terms hereof to produce or
           account for more than one of such counterparts.

                                    *      *      *

In witness whereof, the undersigned have executed this Agreement as of the date
first above written.

TELEX COMMUNICATIONS GROUP, INC.                    JACKSON:

By:
   ----------------------------------------         ---------------------------
     Edgar S. Woolard, Jr.                              Ned C. Jackson
     Chairman of the Board of Directors




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                                 SCHEDULE A TO INCENTIVE COMPENSATION AGREEMENT

                               Certain Definitions

For purposes of this Agreement, the following terms shall have the following
meanings:

"Affiliate" shall mean as to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by, such
Person and, if such Person is an individual, shall mean also any member of the
immediate family (including parents, spouse, children and grandchildren) of such
individual and any trust whose principal beneficiary is such individual or one
or more members of such immediate family and any Person who is controlled by any
such member or trust. As used in this definition, "control" (including, with its
correlative meanings, "controlled by" and "under common control with") shall
mean possession, directly or indirectly, of power to direct or cause the
direction of the management or policies (whether through the ownership of
securities or partnership or other ownership interests, by contract or
otherwise); and any Person which owns directly or indirectly 10% or more of the
securities having ordinary voting power for the election of directors or other
governing body of a corporation or 10% or more of a partnership or other
ownership interest of any other Person will be deemed to control such
corporation or other Person.

"Agreement" shall mean this Agreement, as it may be amended or supplemented at
any time and from time to time after the date hereof.

"Applicable Percentage" shall have the meaning given such term in Section 1(b)
hereof.

" Cause", when used with respect to the removal of Jackson as President of the
Company, shall have the meaning given such term in the Employment Agreement
dated as of August 26, 1998 between the Company and Jackson.

"Common Stock" shall mean the Common Stock, par value $0.0005 per share, of the
Company, together with any shares of the capital stock of the Company issued in
substitution therefor.

"Company" shall mean Telex Communications  Group, Inc. and any successor Telex
Communications  Group, Inc. whether by merger, law or otherwise.

"Disability", when used with respect to the removal of Jackson as President of
the Company, shall have the meaning given such term in the Employment Agreement
dated as of August 26, 1998 between the Company and Jackson.

"Greenwich" and "Greenwich Proceeds" shall have the meaning given such term in
Section 1(e) hereof.

"Insolvency Event" shall mean and include any of the following affecting
Jackson: bankruptcy; reorganization; insolvency proceeding; receivership;
appointment of a trust or conservatorship; foreclosure on or seizure of assets;
enforcement of any lien, mortgage, collateral assignment or similar agreement or
security interest on any assets; liquidation or dissolution; suspension or
withdrawal of any banking or loan privileges or arrangements; or any similar
proceeding or action affecting Jackson or any of the assets of Jackson.




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                                                                               2

"Jackson" shall have the meaning given such term at the beginning of this
Agreement.

"Person" shall mean shall mean: any corporation, partnership, joint venture,
trust, unincorporated association or organization, business, enterprise, or
other entity; any individual; and any Government.

"PIK Preferred Stock" shall have the meaning given such terms in Section 1(d)
hereof.

"Recapitalization" shall have the meaning given such terms in Section 1(c)(iii)
hereof.

"Related Persons" when used with respect to any other Person shall mean and
include: members of the family of such Person (including without limitation
natural and adopted children, parents, grand-parents, siblings and children of
siblings); the estate of such Person upon such Person's death; descendents of
such Person; and trusts or similar entities created for the benefit of such
Person or any Related Person.

"Triggering Event" shall have the meaning given such term in Section 1(c)
hereof.

"Triggering Event Incentive Payment" shall have the meaning given such term in
Section 1(a) hereof.


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                                  SCHEDULE B TO INCENTIVE COMPENSATION AGREEMENT

            FORMULA FOR CALCULATION OF JACKSON INCENTIVE COMPENSATION

G   =   Greenwich Proceeds

P   =   The percentage of the outstanding Common Stock of Telex held by
        Greenwich as of immediately prior to the Triggering Event

J   =   Incentive Payment to Jackson


BASIC FORMULA ASSUMING G IS NOT GREATER THAN $200 MILLION:

       J = (G - 141,000,000 - (P x J)) x 0.01

                      or

       J = (0.01G - 1,410,000)  (1 + (0.01 x P))

For example, if the Greenwich Proceeds before calculation of the Triggering
Event Incentive Payment is $200 million, and assuming that the percentage of the
outstanding Common Stock of Telex held by Greenwich is 96.1227%, then the
Triggering Event Incentive Payment would be $584,382.76.



BASIC FORMULA ASSUMING G IS GREATER THAN $200 MILLION:

       J = (G - 141,000,000 - (P x J)) x 0.02

                      or

       J = (0.02G - 1,410,000)  (1 + (0.02 x P))

For example, if the Greenwich Proceeds before calculation of the Triggering
Event Incentive Payment is $250 million, and assuming that the percentage of the
outstanding Common Stock of Telex held by Greenwich is 96.1227%, then the
Triggering Event Incentive Payment would be $2,138,881.00.