Audiovox 2011 Annual Report Download - page 425

  The Employer hereby employs the Executive, and the Executive hereby accepts employment by the Employer,
upon the terms and conditions set forth in this Agreement.
 The Executive's employment under this Agreement shall begin on the Effective Date and shall continue thereafter until
terminated pursuant to § 5 below (the “Termination Date”).
  The Executive shall initially serve as the President of Global Sales of the Employer. The
Executive shall provide executive, administrative, and managerial services to the Employer and shall have such duties and powers as are prescribed by
the Chief Executive Officer of Audiovox. 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 and shall cooperate fully with the Board of
Directors in the advancement of the best interests of the Employer and its Affiliates. Nothing in this § 2(c), however, shall prevent the Executive
from engaging in additional activities in connection with personal investments and community affairs, 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 Employment Period, be paid by the Employer and/or its Affiliates base
salary at an annual rate of $325,000.00 (the “Base Compensation”), subject to review and potential upward adjustment annually thereafter, which will
be payable according to the Employer's customary payroll practices.
  Executive will receive a bonus equal to a maximum of 50% of his base salary based on achievement of EBITDA
goals and other goals established at the beginning of each year that will promote the growth of the Employer. Goals will be established by the Chief
Executive Officer of Audiovox and discussed with Management at the beginning of each new fiscal year. The Executive's bonus criteria for fiscal
year 2011 are set forth on Exhibit B.
  The Executive shall, during 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”).
 
 The Executive shall, during the Employment Period, be entitled to the number of weeks of paid vacation per full
calendar year as set forth in the Employer's then current vacation policy. Vacation time may not be carried over.
  The Executive shall, during the Employment Period, be provided a term life policy in the amount of $250,000
paid for by the Employer with the beneficiary selected by the Executive.
  Exhibit “C” annexed.
The Employer shall reimburse the Executive for all reasonable and necessary out-of-pocket expenses incurred by the Executive in
connection with the performance of services under this Agreement, subject to any recordkeeping, reporting or similar requirements imposed pursuant
to 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) automatically upon the death of the Executive;
(ii) upon the Disability of the Executive immediately upon written notice from either party to the other party;
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