Audiovox 2011 Annual Report Download - page 401

continue thereafter for a period of five (5) years or, if earlier, the Executive's death or Disability (the “Termination Date”).
  The Executive shall at all times during the first two (2) years, serve as the Chairman of the Board
of the Employer and on a transitional basis (not longer than June 30, 2011) shall serve as the Employer's Chief Executive Officer. The Executive
shall provide services to the Employer consistent with such position and this Agreement. The site of the Executive's employment shall be
Indianapolis, Indiana. During the period that the Executive is serving transitionally as the Employer's Chief Executive Officer, the Executive shall
devote full time and attention, skill and energy exclusively to the business of the Employer, shall use best efforts to promote the success of the
Employer's and its Affiliate's business, shall cooperate fully with the Board of Directors in the advancement of the best interests of the Employer and
its Affiliates, and shall have such duties and powers as are prescribed by the Chief Executive Officer of Audiovox. Thereafter, the Executive shall
have no daily management or operational responsibilities and will make himself available, in person or telephonically, on reasonable request, for advice
and consultation with respect to the Employer or Audiovox. Nothing in this § 2(c), however, shall prevent the Executive from engaging in other
business activities, including in connection with personal investments, advisory activities and community affairs, or from serving on boards of
directors of businesses, as long as such activities are not in competition with the Employer or its Affiliates and/or do not create a conflict of interest
and as long as such additional activities or services are not inconsistent with or intrusive on the Executive's duties under this Agreement.
  If requested by the Employer, the Executive shall cooperate with the Employer in establishing and
maintaining “key man” insurance with respect to the Executive's services, including submitting to any medical examinations reasonably necessary or
advisable to establish or maintain such insurance. The “key man” insurance to be established and maintained under this §2(d) shall be paid for by the
Employer.
 
  The Executive shall, during the first two years of the Employment Period, be paid by the Employer
and/or its Affiliates base salary at an annual rate of $830,000.00 (the “Base Compensation”) which will be payable according to the Employer's
customary payroll practices. During the remainder of the Employment Period, the Executive's Base Compensation shall be at an annual rate of
$50,000.00.
  During the first two years of the Employment Period, the Executive will receive a bonus equal to a maximum of 60%
of his base salary. With respect to fiscal year 2011, the bonus will be based on the achievement of the criteria set forth on Exhibit A. The bonus for
2012 will be exactly on the same bonus criteria as the Employer's successor Chief Executive Officer.
  The Executive shall, during the first two (2) years of the Employment Period, be permitted to participate in such Code
Section 401(k), pension; profit sharing, bonus, life insurance, disability insurance, hospitalization, dental, major medical and other employee benefit
plans of the Employer that may be in effect from time to time, to the extent the Executive is eligible under the terms of those plans, but not less
favorable to the Executive than currently in effect (collectively, the “Benefits”). After two (2) years, the Executive will receive disability insurance,
hospitalization, dental and major medical Benefits.
 
 The Executive shall, during the Employment Period, be entitled to the number of weeks of paid vacation for the full
calendar year as set forth in the Employer's then current vacation policy. Vacation time may not be carried over.
  The Employer shall pay the Executive or his designee in advance 50% of the suite lease costs (up to a
maximum of $39,000.00 annually) associated with the suite located in the Lucas Oil Stadium through the 2013/14 Season. The Company will be able
to use this suite.
The Employer shall reimburse the Executive for all reasonable and necessary out-of-pocket expenses incurred by the Executive in
accordance with the then Company policy, subject to any recordkeeping, reporting or similar requirements imposed pursuant to the policies and
procedures of the Employer in effect from time to time.
 
  The Employment Period and the Executive's rights under this Agreement or otherwise as an employee of the
Employer shall terminate (except as otherwise provided in this § 5):
(i) on February 1, 2016;
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