Audiovox 2011 Annual Report Download - page 416

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 Employer and Audiovox may notify such employer that the
Executive is bound by this Agreement and, at the Employer's or Audiovox's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.
 
  The Executive acknowledges that the injury that would be suffered by the Employer
and Audiovox as a result of a breach of the provisions of this Agreement (including any provision of §§ 6 and 7) would be irreparable and that an
award of monetary damages to the Employer or Audiovox for such a breach would be an inadequate remedy. Consequently, the Employer or
Audiovox will have the right, in addition to any other rights, at law or in equity, it may have to obtain injunctive relief to restrain any breach or
threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Employer or Audiovox will not be obligated to post
bond or other security in seeking such relief. Without limiting the Employer's or Audiovox's rights under this § 8(a) or any other remedies of the
Employer or Audiovox, if the Executive has breached or violated or threatens to breach of violate any of the provisions of §§ 6 or 7 the Employer or
Audiovox will have the right to cease making any payments otherwise due to the Executive under this Agreement and recover payments previously
made to the Executive under this Agreement. Further, if any term, provision or covenant in §§ 6 or 7 is held to be unreasonable, arbitrary, against
public policy, or otherwise unenforceable, Executive acknowledges and agrees that the payments required to be made to the Executive shall be waived
and that the Executive relinquishes any rights to such payment or any other forms of payment post-dating the Executive's separation from the
Employer.
  The covenants by the Executive in §§ 6 and 7 are
essential elements of this Agreement, and without the Executive's agreement to comply with such covenants, Audiovox would not have purchased
any shares in Employer and the Employer would not have entered into this Agreement or employed or continued the employment of the Executive.
The Employer, Audiovox and the Executive have been advised in all respects concerning the reasonableness and propriety of such covenants, with
specific regard to the nature of the business conducted by the Employer and Audiovox. The Executive's covenants in §§ 6 and 7 are independent
covenants and the existence of any claim by the Executive against the Employer or Audiovox under this Agreement or otherwise will not excuse the
Executive's breach of any covenant in §§ 6 or 7. If the Executive's employment hereunder expires or is terminated, this Agreement will continue in
full force and effect as is necessary or appropriate to enforce the covenants and agreements of the Executive in §§ 6 and 7 in accordance with their
terms and conditions.
  The Executive represents and warrants to the Employer and Audiovox that
the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder
will not, with or without the giving of notice or the passage of time, or both: (i) violate any judgment, writ, injunction or order of any court, arbitrator
or governmental agency applicable to the Executive; or (ii) conflict with, result in the breach of any provisions of or the termination of or constitute a
default under any agreement to which the Executive is a party or by which the Executive is or may be bound. The Executive acknowledges that the
Executive has had a full and complete opportunity to consult with counsel of the Executive's choosing concerning this Agreement and that the
Employer has not made any representations or warranties to the Executive concerning this Agreement other than those specifically stated in this
Agreement, if any.
  The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by
either party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or
partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of
any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no claim or right arising out of this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party (ii) no waiver
that may be given by a party will be applicable except in the specific instance for which it is given and (iii) no notice to or demand on one party will be
deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or
demand as provided in this Agreement.
  This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs and legal representatives.
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