Audiovox 2011 Annual Report Download - page 377

by the Executive to secure or aid in securing copyright protection in such Works, and shall assist the Employer or its nominees in filing applications
to register claims of copyright in such Works.
(f)
 
  The Executive acknowledges that: (i) Audiovox would not purchase stock of the
Employer or from Executive unless Executive agrees to the terms of this Section 7; (ii) the information to be disclosed to the Executive and the
services to be performed by the Executive under this Agreement are of a special, unique, extraordinary and intellectual character; (iii) the Employer
and Audiovox competes with other businesses that are located in the Market Jurisdictions; (iv) the restricted period of time and the geographic
limitations set forth below are reasonable in view of the nature of the business in which the Employer and Audiovox are engaged and the Executive's
knowledge of the Employer's and Audiovox's operations the Executive has gained and will gain by virtue of the Executive's position; (v) this limited
restriction is not an attempt to prevent the Executive from obtaining other employment in violation of Indiana Code § 22-5-3-1; and (vi) the
provisions of this § 7 are reasonable and necessary to protect the Employer's and Audiovox's business.
  In consideration of the acknowledgments by the Executive, and in consideration of the
payments, compensation and benefits to be paid or provided to the Executive by the Employer and Audiovox, the Executive covenants that the
Executive will not, directly or indirectly:
(i) during (A) the Employment Period and for 12 months thereafter (the “Non-Compete Period”); (B) the Stock Purchase Non-
Competition Period and (C) the period Executive may be receiving payments under Section 5(c)(ii), except in the course of the Executive's
employment hereunder, directly or indirectly, in a competitive capacity, engage or invest in, own, manage, operate, finance, control or
participate in the ownership, management, operation, financing or control of, be employed by, associated with or in any manner connected
with, lend the Executive's name or any similar name to, lend Executive's credit to or render services or advice to, or plan or prepare to do
any of the foregoing with any business whose products or activities compete in whole or in part with the Business in any Market
Jurisdiction; provided, however, that the Executive may purchase or otherwise acquire up to (but not more than) two percent (2%) of any
class of securities of any entity (but without otherwise participating in the activities of such entity) if such securities are listed on any national
or regional securities exchange or have been registered under § 12(g) of the Securities Exchange Act of 1934, as amended. For purposes of
this Section 7(b)(i), the word “Subsidiaries” is substituted for the word “Affiliates” in the definition of “Business” in Section 1.
(ii) whether for the Executive's own account or the account of any other Person: (A) at any time during the Employment
Period and for 2 years thereafter and during the Stock Purchase Non-Competition Period, directly or indirectly, interfere with, solicit,
employ or otherwise engage, as an employee, independent contractor or otherwise, any Person who is or was an employee of the Employer
or its Affiliate at any time during the last 2 years of the Employment Period or in any manner induce or attempt to induce any employee of the
Employer or its Affiliate to terminate his or her employment with the Employer or its Affiliate; or (B) at any time during the Employment
Period and in a competitive capacity for 12 months thereafter and during the Stock Purchase Non-Competition Period, interfere with the
Employer's or its Affiliate's relationship with any Person, including, but not limited to, any Person who at any time during the Employment
Period was a customer, contractor or supplier of the Employer or its Affiliate; or
(iii) at any time during or after the Employment Period, disparage the Employer or Audiovox or its Affiliates or their
respective shareholders, board of directors, members, managers, officers, employees or agents.
If any term, provision or covenant in this § 7(b) is held to be unreasonable, arbitrary or against public policy, a court may limit the
application of such term, provision or covenant or modify such term, provision or covenant and proceed to enforce this § 7(b) as so limited or
modified, which limited or modified term, provision or covenant will be effective, binding and enforceable against the Executive.
The period of time applicable to any covenant in this § 7(b) shall be extended by the duration of any actual or threatened violation by the
Executive of such covenant.
The Executive shall, while the covenant under this § 7(b) is in effect, give notice to the Employer and Audiovox, within ten (10) days after
accepting any other employment, of the identity of the Executive's new employer. The
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