Audiovox 2011 Annual Report Download - page 399

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THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2011, by and between KLIPSCH
GROUP, INC., an Indiana corporation, and FRED S. KLIPSCH, an individual (the “Executive”).
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WHEREAS, Audiovox Corporation (“Audiovox”) intends to purchase all of the issued and outstanding shares of Klipsch Group, Inc.
(referred to herein as “KGI” or the “Employer”) pursuant to a Share Purchase Agreement and;
WHEREAS, Audiovox wishes to continue uninterrupted service by and to continue the employment of the Executive following the closing
of the share purchase by Soundtech LLC on the terms and conditions set out herein and;
WHEREAS, in addition to the consideration set forth in this Agreement, Audiovox, through its subsidiary, will also be purchasing the
Executive's shares in KGI for a considerable sum; and
WHEREAS, Audiovox would not purchase all the shares of KGI and in particular the shares owned by the Executive unless the Executive
enters this Agreement and thereby agrees to abide with its terms.
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This Agreement is conditioned on the successful completion of the share purchase agreement (the “Share Purchase Agreement”) by
Audiovox through its subsidiary of all of the issued and outstanding shares by KGI. In the event the share acquisition is not accomplished this
Agreement shall for all purposes be null and void. This Agreement shall not commence until the signing of this Agreement and the successful
completion of the Share Purchase Agreement by Audiovox through its subsidiary.
Subject to the foregoing paragraph, the parties, intending to be legally bound, agree as follows:
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For the purposes of this Agreement, the following terms have the meanings specified or referred to in this § 1.
means a corporation or other entity controlling, controlled by or under common control with the Employer.
has the meaning set forth in the preamble.
 the sole owner of Soundtech LLC, which is the sole shareholder of the Employer.
has the meaning set forth in § 3(a).
has the meaning set forth in § 3(c).
means the Board of Directors of the Employer.
 means the (i) the speaker and sound business, and (ii) any other consumer electronics business as engaged in from time to time
by the Employer and its Affiliates.
means: (i) while the Executive is serving as the Chief Executive Officer, the Executive's continued willful failure to perform in a
material respect (other than any such failure resulting from incapacity due to Disability) the explicitly stated duties to be performed by the Executive
under this Agreement for a period of 10 days following delivery of written notice to the Executive from the Chief Executive Officer of Audiovox
specifying in reasonable detail key elements of such failure; (ii) the appropriation (or attempted appropriation) of a material business opportunity of
the Employer or Audiovox or their Affiliates, including attempting to secure or securing any personal profit in connection with any transaction
entered into on behalf of the Employer or Audiovox or any Affiliate; (iii) the willful disclosure by the Executive of Confidential Information of the
Employer or Audiovox or any of their Affiliates, other than in the ordinary course of business in connection with the performance of the Executive's
duties in accordance
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