Audiovox 2011 Annual Report Download - page 431

in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other party):
 Klipsch Group, Inc.
3502 Woodview Trace
Suite 200
Indianapolis, IN 46268
Attn: Chairman of the Board of Directors
Copy to: Audiovox Corporation
150 Marcus Blvd.
Hauppauge, NY 11788
Attn: Chief Operating Officer
Robert S. Levy
Levy, Stopol & Camelo, LLP
1425 RXR Plaza
Uniondale, NY 11556
 David P. Kelley
632 Longford Way
Noblesville, IN 46062
  This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter
hereof, including, without limitation, that certain Employment Agreement dated February 11, 2005, and that Amended and Restated Confidentiality
and Limited Non-Competition Agreement dated as of December 8, 1997, between the Executive and Klipsch, LLC. This Agreement may not be
amended orally, but only by an agreement in writing signed by the parties hereto.
  This Agreement will be governed by the laws of the State of New York without regard to
conflicts of laws principles. Any controversy, dispute or claim arising out of or in connection with this agreement or the breach hereof shall be
resolved by arbitration in the City and State of New York in accordance with the rules of the American Arbitration Association. Judgment upon the
award reached by the Arbitrator(s) may be enforced in any court having jurisdiction thereof.
  The headings of Sections in this Agreement are provided for convenience only and will not
affect its construction or interpretation. All references to “§” refer to sections in this Agreement. All words used in this Agreement will be construed
to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding
words or terms.
  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree
will remain in full force and effect to the extent not held invalid or unenforceable.
  This Agreement may be executed in counterparts, which when taken together shall constitute one and the same
Agreement.
  In the event any dispute or controversy arising from or relating to this Agreement is submitted to any court,
arbitration panel or other party, the prevailing party in such dispute or controversy shall be
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