Audiovox 2011 Annual Report Download - page 168

AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of February 28, 2011 to amend in
certain respects that certain Stock Purchase Agreement (the “Agreement”) entered into on February 3, 2011 by and among Soundtech LLC, a
Delaware limited liability company (“Buyer”), Audiovox Corporation, a Delaware corporation (“Parent”), Klipsch Group, Inc., an Indiana
corporation (the “Company”), each shareholder (each a “Seller” and collectively “Sellers”) of the Company and Fred S. Klipsch in his capacity as
Sellers' Representative. Capitalized terms not defined in this Amendment shall have the respective meanings given to them in the Agreement.
The Parties agree as follows:
1. Notwithstanding Section 1.5(c) of the Agreement, Buyer will not, at Closing, discharge the Closing Date Debt due City of Hope,
Arkansas represented by that certain Promissory Note issued by Klipsch, L.L.C. in favor of City of Hope, Arkansas dated as of October 17, 2001.
2. The Company will fund the exercise of 10,000 stock options by each of Messrs. Frederick L. Farrar, David Kelley and T. Paul
Jacobs through a special bonus. Such bonus will not be deemed a Restricted Event. All outstanding options to purchase Shares (including those
referenced in the preceding sentence) will be deemed exercised prior to the record date for determining the shareholders entitled to receive the
distribution of the Estimated Cash/Tax Differential (if a positive number). All unpaid obligations with respect to exercise price and tax withholdings
due to the Company upon exercise from individuals exercising options will be paid by offsetting such obligations against the Cash Payment Amount
to be paid such individuals at Closing. The Parties agree that stock certificates otherwise issuable upon the exercise of outstanding options need not be
physically issued. Obligations with respect to exercise price to be offset against the Cash Payment Amount as provided in this paragraph, together with
outstanding notes issued to the Company to fund previous option exercises, will be deemed “Option Notes” for purposes of the Agreement.
3. All required federal, state or local income and employment tax withholding obligations relating to distributions from the escrow
account to be funded at Closing with respect to shares of common stock acquired through the exercise of stock options will be withheld and remitted
to the Company. The amounts to be paid to the Company pursuant to the preceding sentence shall be netted against the amount to be distributed to the
applicable Sellers. Not less than ten business days prior to each distribution to Sellers the Company shall give written notice to the Escrow Agent of
the amounts to be withheld and remitted to the Company. Any disputes concerning the amounts to be withheld and remitted to the Company under this
paragraph shall be resolved utilizing the dispute resolution principles set forth in Section 1.3(c) of the Agreement.
4. The final form of the Escrow Agreement is attached hereto as Exhibit A.
5. Except as expressly set forth herein, the Agreement remains in full force and effect.
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