Audiovox 2011 Annual Report Download - page 372

and Audiovox and their Affiliates including, but not limited to, customer lists, supplier lists, Inventions, Works, Proprietary Items, trade secrets,
financial statements, business and financial projections and budgets, historical and projected sales, capital spending budgets and plans, business and
marketing plans, strategic plans, product plans, the names and backgrounds of key personnel, personnel training and techniques and materials,
however documented and all notes, analysis, compilations, studies, summaries and other material prepared by or for the Employer and Audiovox or
their Affiliates containing or based, in whole or in part, on any information included in the foregoing.
means a condition where for physical or mental reasons the Executive is unable to perform the Executive's duties (as
determined in accordance with the procedures set forth in the next sentence) and such condition in the reasonable judgment of the Employer, as
substantiated by a medical doctor in the manner provided below, is expected to continue for such period of time as to require replacement of the
Executive in order to carry out the business of the Employer. The determination that the physical or mental state of the Executive constitutes a
Disability shall be made by a medical doctor who is not an employee of the Employer and who is reasonably selected by the Employer and reasonably
acceptable to the Executive (unless the Employer and the Executive reach mutual agreement regarding the existence of a Disability) and such
determination shall be binding on both parties. The Executive must submit to a reasonable number of examinations by the designated medical doctor
and the Executive hereby authorizes the disclosure and release to the Employer of such determination and all supporting medical records. Any and all
out of pocket expenses incurred by the Executive in connection with the determination by the designated medical doctor of a Disability shall be paid
for or reimbursed by the Employer. Action on behalf of the Executive may be taken by the Executive's guardian or duly authorized attorney-in-fact
for purposes of submitting the Executive to medical examinations and approving authorization of disclosure. The Executive shall be deemed to have
a Disability if the Executive for any reason is unable to perform the Executive's duties for 120 consecutive days or for 180 days during any 12-
month period.
means the date first written above in this Agreement.
means Klipsch Group Inc.
means the term of the Executive's employment under this Agreement.
has the meaning set forth in the preamble.
means (a) a material reduction in the Executive's Base Compensation opportunity below the amount specified in Section
3 of this Agreement (other than a reduction applicable to all other similarly situated participants), (b) a requirement to move more than 35 miles from
Indianapolis, (c) a material reduction in the Executive's level of responsibility, or (d) an assignment of duties inconsistent with the Executive's
position as a key executive.
has the meaning set forth in § 6(d).
means the jurisdictions set forth in Exhibit A, the United States of America and any other country where the
Employer sells speakers and sound products or otherwise engages in the Business.
has the meaning set forth in § 7(b)(i).
has the meaning set forth in § 5(b).
means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization or governmental body.
has the meaning set forth in § 6(b)(iv).
 means the 30 month period following the Closing of the Stock Purchase Agreement among
the Employer, the Executive and others, dated as of February 3, 2011.
has the meaning set forth in § 2(b).
has the meaning set forth in § 6(e).
 
  The Employer hereby employs the Executive, and the Executive hereby accepts employment by the Employer,
upon the terms and conditions set forth in this Agreement.
 The Executive's employment under this Agreement shall begin on the Effective Date and shall
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