Audiovox 2011 Annual Report Download - page 412

(iii) if for Cause, immediately upon delivery of a Notice of Termination from the Chief Executive Officer of Audiovox to
the Executive, or at such later time as such notice may specify;
(iv) if without Cause, upon 30 days prior written notice from the Chief Executive Officer of Audiovox to the Executive,
or at such later time as such notice may specify;
(v) if by the Executive other than for Good Reason, upon the Executive's resignation 30 days following written notice
from the Executive to the Board of Directors; or
(vi) if by the Executive for Good Reason, upon and in accordance with the following conditions. In order to terminate
for Good Reason, the Executive must give the Board of Directors a Notice of Termination at least 60 calendar days in advance of the
Executive's intent to terminate employment for Good Reason setting forth the specific actions by the Employer which triggered the notice
and the Notice of Termination must be received by the Chief Executive Officer of Audiovox no more than ninety (90) calendar days after
the complained-of-action(s) occurred which constitute the basis for Good Reason. Upon receipt of the Notice of Termination and for a
period of fifteen (15) calendar days thereafter, the Board of Directors shall consider the complained-of-action(s) set forth therein and if
such complained-of-action(s) constitute Good Reason shall cure or remedy the actions set forth therein. If the Employer adequately
remedies or cures the actions giving rise to the Notice of Termination within such 15-day period, then the resignation by the Executive
shall not be for Good Reason.
  Any termination by the Employer for Cause or by the Executive for Good Reason shall be
communicated by a Notice of Termination to the Executive or the Board of Directors, as applicable. For purposes of this Agreement, a “Notice of
Termination” means a written notice which (1) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable,
sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the
provision so indicated, and (iii) the date of termination. The failure by the Executive or the Employer to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Executive or the Employer,
respectively, hereunder or preclude the Executive or the Employer, respectively, from asserting any fact or circumstance in enforcing the
Executive's or the Employer's rights hereunder.
  Subject to the terms of §§ 7 and 8 below, effective upon termination of employment of the Executive for
any reason, except as required under applicable law, the Employer shall be obligated to pay to the Executive (or, in the event of the Executive's death,
the Executive's designated beneficiary) only such compensation as is specified in this § 5(c). The Executive's designated beneficiary will be such
individual or trust, located at such address, as the Executive may designate by notice in writing to the Employer from time to time or, if the Executive
fails to give notice to the Employer of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence, the Employer shall have no
duty under any circumstances to determine whether any Person holding herself, himself or itself out as the beneficiary is in fact entitled to any
termination payment but may rely upon the representations of such Person.
(i)  Subject to Subparagraph
5(c)(ii), if the Executive's employment is terminated by the Employer without Cause or by the Executive for Good Reason, the Employer
shall pay to the Executive in accordance with the Employer's then current payroll practices: (A) Base Compensation, at the annual rate in
effect immediately prior to termination, plus an amount equal to the average annual bonus paid to the Executive in the preceding two (2)
fiscal years, payable in equal monthly installments over a period of 12 months; plus (B) any earned and unpaid Base Compensation and
bonus for the period ending on termination. In addition, the Employer shall (A) pay for and continue disability insurance and health insurance
benefits provided to the Executive and the Executive's dependents immediately prior to the termination of the Executive's employment for a
period of 12 months, and (B) in accordance with past practice, reimburse the Executive for expenses incurred in accordance with § 4. The
Executive's entitlement to the compensation and benefits described in this subsection (i) is specifically subject to the execution and delivery
by the Executive of a release agreement in form and substance reasonably acceptable to the Employer.
(ii) Notwithstanding Subparagraph 5(c)(i) above, if
the Executive's employment is terminated by the Employer with cause or by the Executive for any reason whatsoever, except for 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) or a requirement to move more than 35 miles from Indianapolis, during
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