Audiovox 2011 Annual Report Download - page 427

the Stock Purchase Non-Competition Period, Executive will receive no compensation or any of the Benefits provided in Subparagraph
5(c)(i) above from the Employer during the Stock Purchase Non-Competition Period. If the Executive's employment is terminated by the
Employer without cause or by the Executive because of 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 the Stock Purchase Non-Competition Period, the Executive will receive:
(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 the greater of (i) the remaining period of the
Stock Purchase Non-Competition Period or (ii) twelve (12) months; (B) any earned unpaid Base Compensation and bonus for the period
ending on termination; and (C) 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 (ii) is specifically subject to the execution and delivery
by the Executive of a release agreement in form and substance reasonably acceptable to the Employer.
(iii)  If the Executive's employment is terminated
(iv) as a result of the Executive's Disability, the Employer shall (A) pay the Executive an amount equal to any disability
payments provided pursuant to the benefits package available to the Executive; (B) pay to the Executive at the same time paid to other
employees any earned but unpaid Base Compensation and bonus for the period ending on termination; and (C) in accordance with the
Employer's past practice, reimburse the Executive for expenses incurred in accordance with § 4.
(v) . If the Executive's employment is terminated because of the Executive's death, the Employer
shall pay to the beneficiary of the Executive any earned but unpaid Base Compensation and bonus for the period ending on the date of the
Executive's death. In addition, the Employer, in accordance with the Employer's past practice, shall reimburse the Executive or the
Executive's heirs or estate for expenses incurred in accordance with § 4.
(vi) . If the Executive's employment is terminated by the Employer for Cause,
the Executive shall be entitled only to receive the Executive's earned but unpaid Base Compensation and bonus through the date of
termination. In addition, the Employer, in accordance with the Employer's past practice, shall reimburse the Executive for expenses incurred
in accordance with § 4.
(vii) . If the Executive's employment is terminated by the Executive
for any reason (other than for Good Reason), the Executive shall be entitled to receive the Executive's earned but unpaid Base Compensation
and bonus through the date of such termination. In addition, the Employer, in accordance with the Employer's past practice, shall reimburse
the Executive for expenses incurred in accordance with § 4.
 
  The Executive acknowledges that (i) during the Employment Period and as a part of the
Executive's employment, the Executive will be afforded access to Confidential Information; (ii) public disclosure of such Confidential Information
could have an adverse effect on the Employer and Audiovox and their business; and (iii) the provisions of this § 6 are reasonable and necessary to
prevent the improper use or disclosure of Confidential Information.
  In consideration of the compensation and benefits to be paid or provided to the Executive by the
Employer and Audiovox under this Agreement, the Executive covenants that:
(i) During and indefinitely following the Employment Period, except in the performance of the Executive's duties in
accordance with this Agreement in the ordinary course of business, the Executive shall hold in confidence the Confidential Information and
shall not use or disclose it to any Person except with the specific prior written consent of the Chief Executive Officer of Audiovox.
(ii) Any trade secrets of the Employer and Audiovox and their Affiliates will be entitled to all of the protections and benefits
under the Uniform Trade Secrets Act as adopted by the State of Indiana, the State where the Executive is located, if different than the State
of Indiana, and any other applicable law. If any information that the Employer or Audiovox deems to be a trade secret is found by a court of
competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered
Confidential Information for purposes of this Agreement.
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