EMPLOYMENT AGREEMENT
BETWEEN
AUDIOVOX COMMUNICATIONS CORPORATION
AND
PHILIP CHRISTOPHER
THIS EMPLOYMENT AGREEMENT, effective as of May 29, 2002 ("Effective Date"),
is by and among Audiovox Communications Corporation ("ACC"), a corporation
organized and existing under the laws of the State of Delaware, Philip
Christopher ("Executive"), and for purposes of Sections 5.3, 5.4 and 5.7 only,
Audiovox Corporation, a Delaware corporation ("Audiovox").
WHEREAS, ACC wishes to employ Executive pursuant to the terms and
conditions and for the consideration set forth in this Agreement, and Executive
wishes to be employed by ACC pursuant to such terms and conditions and for such
consideration.
NOW, THEREFORE, for and in consideration of the respective promises,
covenants, and obligations contained herein, ACC and Executive agree as follows:
1. Introduction. ACC agrees to employ Executive, and Executive agrees to be
employed by ACC, subject to the terms and conditions of this Agreement.
2. Definitions. Capitalized terms used in this Agreement shall have the
meanings set forth below or as defined throughout this Agreement:
2.1. "Agreement" means this Employment Agreement effective as of the
Effective Date.
2.2. [Intentionally Omitted]
2.3. "Board of Directors" or "Board" means the Board of Directors of
ACC or any successor entity.
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2.4. "Cause" shall mean termination due to any of the following reasons:
2.4.1 The entry of a final judgment of conviction of the Executive by
a trial court for a felony committed after the date hereof regardless of
whether the Executive appeals the judgment, or entry of a plea of nolo
contendere by the Executive to a felony;
2.4.2 The failure of Executive, other than by reason of his Disability
or legal incompetence, to carry out the reasonable business directions of
the Board, and the failure continues for more than thirty (30) days after
the Board gives written notice to the Executive specifying the nature of
the failure and, if such failure is capable of cure, requesting Executive
to cure it;
2.4.3 Executive's breach of his material obligations under this
Agreement; or
2.4.4 Any act of intentional misconduct by Executive materially and
adversely affecting ACC, Audiovox or any of their respective affiliates.
2.5. "Consumer Price Index" means the Consumer Price Index for All
Urban Consumers, U.S. City Average, All Items, as reported by the Bureau of
Labor Statistics of the U.S. Department of Labor.
2.6. "Code" means the Internal Revenue Code of 1986, as amended.
References to any section of the Code include corresponding successor
provisions.
2.7. "Confidential Information" means any confidential information,
not generally known to the public, related to the business or operations
(past, present or future) of ACC, Audiovox or any of their respective
affiliates that Executive has possession or knowledge of through his
employment with ACC, Audiovox or any of their respective affiliates.
2.8. "Disabled" or "Disability" means a determination by an
independent competent medical authority that Executive is unable to perform
his duties as President and Chief Executive
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Officer of ACC and in all reasonable medical likelihood such inability
will continue for more than one year. Unless otherwise agreed by Executive
and the Board, Executive and ACC each shall select a board certified
licensed physician, and the two physicians selected shall designate the
independent medical authority, whose determination of Disability shall be
binding upon Executive and ACC. ACC shall be entitled to request such a
determination in the event that Executive has been unable to perform his
duties hereunder by reason of physical or mental incapacity for a period of
ninety (90) consecutive days or for ninety (90) days during any six
(6)-month period during the term of this Agreement.
2.9. "Separation Payment" means a payment equal to the sum of (a) an
amount equal to the remainder of the base salary required to be paid to
Executive through the initial five- year term of this Agreement (assuming a
percentage increase in the Consumer Price Index per year equal to the
average percentage increase per year in the Consumer Price Index during the
previous four calendar years prior to such calculation), plus (b) the
product of (i) the greater of (xx) the number one (1) and (yy) the number
of years (including fractions thereof) remaining from the date of
Executive's termination until May 29, 2007, multiplied by (ii) the average
of all annual bonus payments made to Executive pursuant to Section 5.8,
plus (c) an amount in cash equal to one million dollars ($1,000,000).
2.10. "Stock Option" means an option to purchase capital stock of
Audiovox pursuant to any of the stock option plans maintained by Audiovox.
2.11. "Toshiba" means Toshiba Corporation, a Japanese corporation.
3. Term of Employment. The initial term of this Agreement commences on the
Effective Date and, unless terminated at an earlier date in accordance with
Section 7.2 or 7.3, shall continue until May 29, 2007. The term of this
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Agreement shall automatically extend by consecutive twelve- month periods
unless, prior to April 29, 2007, and prior to each April 29 thereafter, ACC
notifies Executive in writing of ACC's intention to terminate this Agreement. If
ACC so notifies Executive, then this Agreement terminates on May 29 of the year
such written notice is delivered to Executive. If ACC elects not to renew this
Agreement for any one-year extension period in accordance with this Section 3,
or if ACC elects to terminate Executive for Cause pursuant to Section 2.4.2 or
Section 2.4.3, then within thirty (30) days after the expiration of this
Agreement pursuant to such election, ACC shall pay Executive an amount in cash
equal to the product of (x) the base salary and annual bonus payment paid to
Executive during the immediately preceding calendar year pursuant to this
Agreement, multiplied by (y) .50; provided, however, that Executive shall be
subject to the provisions of Section 8 in the event this Agreement expires
pursuant to this Section 3, or if ACC terminates Executive for Cause pursuant to
Section 2.4.2 or Section 2.4.3.
4. Duties and Responsibilities.
4.1. Service. ACC shall employ Executive as ACC's President and Chief
Executive Officer. Executive shall faithfully and diligently serve as ACC's
President and Chief Executive Officer.
4.2. Other Activities. Executive shall not during the term of this
Agreement, without the consent of the Board of Directors, (a) act as
advisor, consultant, officer, partner, or in any other capacity, for any
person or entity other than ACC or Audiovox, if such activity is for profit
or pecuniary advantage; (b) engage in any other business activity other
than business activity for ACC or Audiovox; or (c) cause or allow ACC or
Audiovox to participate in any transaction with Executive or any of his
relatives or with any entity in which Executive or any of his relatives has
an interest other than holding less than five (5%) percent of an entity
whose stock is publicly traded. Executive may make and manage his personal
investments, provided the investments do not violate the
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provisions of Section 6 and, further provided, the investments do not
violate ACC's or Audiovox's policies as in effect from time to time on
conflict of interest, insider trading, and any trading restriction policy
applicable to ACC's or Audiovox's executive officers.
4.3. Director. During the term of this Agreement, Executive shall
serve as a voting member and Chairman of the Board of Directors of ACC. In
addition, the parties acknowledge that it is their intention that Executive
shall retain his membership on the Board of Directors of Audiovox, subject
to the future nomination decisions by the Board of Directors of Audiovox
and the election decisions of the stockholders of Audiovox.
5. Compensation and Benefits.
5.1. Benefits. Executive shall be eligible to participate in all
deferred compensation, disability insurance, life insurance, retirement,
and welfare benefit plans generally offered to executive officers of ACC.
5.2. Base Salary. Commencing on the Effective Date, Executive's annual
base salary shall be five hundred thousand dollars ($500,000), which shall
be paid in installments in accordance with ACC's standard payroll
practices. On each anniversary of the Effective Date, ACC shall increase
Executive's annual base salary by the positive percentage change, if any,
in the Consumer Price Index during the previous year.
5.3. Equity Incentives. During the term of this Agreement, Executive
shall be eligible to receive equity incentives under the plans and programs
applicable to ACC executive officers, which issuances shall, except as
provided herein, be in the Board's discretion and subject to the terms and
conditions of such plans and programs as in effect from time to time. As
soon as possible after the Effective Date, the Board of Directors shall
adopt an employee equity incentive plan reflecting the terms set forth in
the document attached hereto as Exhibit A (the "Equity Incentive
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Plan"). Executive shall allocate equity incentives issued under the
Equity Incentive Plan as provided for in the document attached hereto as
Exhibit A in his sole discretion, including equity incentives representing
the equivalent of up to 45.45 percent of such equity incentives to himself;
provided, however, that Audiovox shall have the right to review such
allocation (other than the allocation made to Executive) and make changes
to such allocation as Audiovox deems appropriate, in its sole discretion.
5.4. Vesting of Stock Options. As of the Effective Date, Executive
shall become fully vested in all Stock Options previously granted to him
under the Audiovox Corporation 1999 Stock Option Plan.
5.5. Reimbursement. ACC shall reimburse Executive for reasonable
business expenses that he incurs in the performance of services under this
Agreement on presentation to ACC of an itemized account of such expenses
together with supporting documentation. In addition, ACC shall, within
thirty (30) days after execution of this Agreement, pay or reimburse
Executive for the reasonable attorney's and paralegal's fees and
disbursements incurred by Executive in the negotiation, drafting, and
execution of this Agreement.
5.6. Automobile. ACC shall provide Executive with exclusive use of a
late model luxury class automobile leased and insured by ACC.
5.7. Bonus Pool. Within (30) days after Effective Date, Audiovox shall
establish a bonus pool of three million, two hundred thousand dollars
($3,200,000). Executive shall allocate the bonus pool among the key
employees of ACC, including himself. Audiovox shall pay the appropriate key
employees of ACC, including Executive, bonuses in the amount allocated
pursuant to the immediately preceding sentence. Executive agrees that he
shall, promptly following receipt of such bonus, use all or a portion of
the amounts paid to him pursuant to this Section 5.7 to repay
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to Audiovox any remaining outstanding principal amount and accrued but
unpaid interest owed by Executive pursuant to the unsecured promissory note
in favor of Audiovox for an amount equal to $650,954.
5.8. Annual Bonus. During the term of this Agreement, ACC shall pay
Executive an annual bonus equal to two (2%) percent of ACC's annual
earnings before income taxes, determined in accordance with generally
accepted accounting principles. The direct and indirect stockholders of ACC
shall not allocate overhead and other expenses in a manner inconsistent
with prior practices. ACC shall pay the annual bonus within ninety (90)
days after the end of its fiscal year.
5.9. Vacation. Executive is entitled to four (4) weeks of vacation
during each year of the term of this Agreement without diminution of
compensation.
5.10. Insurance and Indemnification.
5.10.1 ACC shall provide coverage for Executive to the same
extent as ACC's other officers for all insurance that ACC maintains to
indemnify its directors and officers and to indemnify ACC for any
obligations that it incurs from its undertakings to indemnify its
directors and officers. ACC shall maintain the insurance for so long
as Executive is subject to personal liability for service as an
officer of ACC.
5.10.2 ACC shall use commercially reasonable efforts to maintain
in force insurance indemnifying directors and officers from liability
for their service to it, at not less than its present coverage and
deductibles to the extent available to it on commercially reasonable
terms.
5.10.3 ACC shall indemnify and hold harmless Executive for and
from all assessments, costs, damages, expenses, fines, judgments,
liabilities, losses, penalties, and reasonable attorney's and
paralegal's fees and disbursements resulting from the Executive's
service as an officer of ACC to the fullest extent permitted by law
and on the most favorable terms that indemnification
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is provided to any officer of ACC. ACC shall so indemnify the
Executive for so long as Executive is subject to personal liability
for service as an officer of ACC.
6. Confidential Information and Public Remarks.
6.1. Unique Position. Executive appreciates the unique position he will
hold as ACC's President and Chief Executive Officer and understands that because
of his position ACC will provide him unique and broad access to Confidential
Information. Executive acknowledges that the business of each of Audiovox and
ACC is competitive and that the Confidential Information of Audiovox and ACC
constitutes valuable and unique assets of Audiovox and ACC.
6.2. Therefore, Executive agrees as follows:
6.2.1 Disclosure and Misuse. Except in furtherance of his duties
to Audiovox or ACC, Executive shall not disclose to third-parties or
use either for himself or others, any Confidential Information without
first obtaining the written consent of Audiovox or ACC, as applicable.
Any records of Confidential Information prepared by Executive or that
come into his possession or to which he has access during his
employment with ACC or, if applicable, Audiovox, shall remain the
property of ACC or Audiovox, as applicable. Upon termination of his
employment with ACC or, if applicable, Audiovox, Executive shall not
remove any such records or copies thereof, and shall promptly deliver
such records and copies in his personal possession to Audiovox or ACC,
as applicable. The obligations of this Section 6.2.1 shall survive
termination of Executive's employment.
6.2.2 Public Statement Prohibition. Executive shall refrain from
publishing or making any oral or written statements about Audiovox,
ACC or any of their respective affiliates or any director, officer, or
holder of more than five (5%) percent of the voting securities of any
of the foregoing, that are derogatory or disparaging. The obligations
of this Section 6.2.2 shall survive
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termination of Executive's employment.
6.2.3 Opportunities. During the term of his employment, Executive
may acquire knowledge of business opportunities pertaining to the
business in which ACC, Audiovox or their respective affiliates are
engaged. Executive shall promptly disclose to ACC or Audiovox, as
applicable, any such business opportunity and will refrain from
exploiting any such business opportunity for himself or any third
party without the prior written consent of ACC or Audiovox, as
applicable.
7. Termination of Employment.
7.1. Termination Date. For purposes of this Agreement, the Termination
Date with respect to Executive's employment hereunder shall be as follows:
7.1.1 the date of Executive's death;
7.1.2 the first business day following the date upon which the
determination of Executive's Disability is finally made;
7.1.3 subject to Section 2.4.2, the date on which ACC delivers notice
to Executive of the termination of his employment hereunder for Cause;
7.1.4 the date which is ten (10) business days following the date on
which ACC delivers notice to Executive of the termination of his employment
hereunder other than for Cause;
7.1.5 the date which is ten (10) business days following the date on
which Executive delivers notice to ACC of the termination of his employment
hereunder for any reason other than as set forth in Section 7.2; or
7.1.6 subject to Sections 7.2.4 and 7.2.6, the date which is ten (10)
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business days following the date on which Executive delivers notice to
ACC of the termination of his employment pursuant to Sections 7.2.2 through
7.2.7.
7.2. Separation Payment. ACC shall pay Executive the Separation
Payment within thirty (30) days after the date of termination of his
employment hereunder if he is terminated prior to the fifth anniversary of
the Effective Date due to any one or more of the following events:
7.2.1 ACC terminates Executive's employment without Cause;
7.2.2 Executive resigns his employment within ninety (90) days
after (i) he is removed as President or Chief Executive Officer of ACC
(except in connection with the termination of his employment by ACC,
or (ii) after he is assigned duties that result in a significant
adverse change or diminution in the Executive's authority and
responsibilities, except in the event that as a result of a
reasonable, good faith determination made by ACC that Executive is
unable to perform his duties by reason of a physical or mental
incapacity, ACC temporarily assigns Executive's duties to another
person during the period of such physical or mental incapacity;
provided, however, that the parties acknowledge and agree that, for
purposes of this Agreement, in no event shall the fact that Executive
ceases to be a member of the Board of Directors of Audiovox, for any
reason whatsoever, be deemed to be an event that results in a
significant adverse change or diminution in Executive's authority and
responsibilities;
7.2.3 Executive resigns his employment within ninety (90) days
after ACC notifies Executive in writing that the Board has decided to
reduce Executive's base salary or any annual bonus payable pursuant to
Section 5.8 or will not grant the increase in base salary under
Section 5.2;
7.2.4 Executive resigns his employment within ninety (90) days
after nonpayment of base salary when due other than for an inadvertent
failure that is cured within thirty
Exhibit 99.6
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(30) days after the Executive notifies the Board in writing of the nonpayment;
7.2.5 Executive resigns his employment within ninety (90) days
after the failure of ACC to timely pay the annual bonus under Section
5.8;
7.2.6 Executive resigns his employment within ninety (90) days
after the material breach by ACC of any obligation under this
Agreement (other than those set forth in Sections 7.2.1 through
7.2.5), and the failure of ACC to cure the breach within thirty (30)
days after the Executive notifies the Board in writing of the breach;
or
7.2.7 Executive resigns his employment within ninety (90) days
after ACC consummates a merger, reorganization, sale of all or
substantially all of its assets, or other similar transaction
(excluding a merger where ACC is the surviving entity) where the
successor entity fails to expressly assume all of ACC's obligations
under this Agreement.
7.3. No Separation Payment. Executive shall not be entitled to a
Separation Payment if his employment with ACC terminates (i) for any reason
after the fifth year anniversary of the Effective Date, or (ii) prior to
the fifth year anniversary of the Effective Date due to any of the
following events:
7.3.1 Executive dies during the term of this Agreement;
7.3.2 Executive retires or resigns his employment at any time for
any reason other than as set forth in Section 7.2;
7.3.3 Executive resigns his employment after he becomes Disabled
or his employment is terminated after he becomes Disabled; or
7.3.4 ACC terminates Executive's employment for Cause. Upon
termination of Executive's employment under circumstances not
entitling him to a Separation Payment, for Cause, Executive shall be
entitled to receive the monthly installment of his
Exhibit 99.6
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annual base salary being paid at the time of termination, and any
other reimbursements and payments required under this Agreement through the
Termination Date. Thereupon, this Agreement shall terminate and Executive
shall have no further rights under or be entitled to any other benefits and
payments under this Agreement; provided, however, that (a) the provisions
of Sections 5.10, 6, and 8 through 16 shall survive any termination of
Executive's employment hereunder except as may be required by law or under
any tax-qualified pension plan in which Executive participates at the
effective date of termination.
7.4. Equity Incentives.
7.4.1 Vesting Period. If Executive becomes entitled to a Separation
Payment under Section 7.2., Executive shall become fully vested in and
shall be entitled to exercise any unvested equity incentives ACC issued to
him prior to the Termination Date pursuant to the Equity Incentive Plan
and/or shall be entitled to any payment from the Equity Incentive Plan in
accordance with the terms of such plan.
7.4.2 Exercise Period. If Executive becomes entitled to a Separation
Payment under Section 7.2., the period during which Executive may exercise
vested equity incentives issued pursuant to the Equity Incentive Plan shall
be extended to the earlier of (a) the expiration of the term of the
applicable equity incentive, and (b) the twelve-month anniversary of the
Termination Date.
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8. Noncompetition, Etc.
8.1. Noncompete. During the initial term and any renewal term of the
Executive's employment hereunder, and for a period of one year after the
termination of Executive's employment hereunder for any reason whatsoever
(such period being referred to herein as the "Restricted Period"),
Executive shall not, in absence of the written consent of the Board of
Directors, directly or indirectly, own any interest in, operate, join,
control or participate as a partner, director, principal, officer or agent
of, enter into the employment of, act as a consultant to or perform any
services for, any entity which competes, directly or indirectly, with any
business conducted by ACC or any of its subsidiaries in any country or
jurisdiction in which ACC or any of subsidiaries operates such business;
provided, however, that nothing in the foregoing shall prohibit Executive
from owning up to 2% of an entity whose stock is publicly traded.
8.2. Nonsolicitation of Customers. During the Restricted Period,
Executive shall not, in absence of the prior written consent of the Board
of Directors, directly or indirectly, request, induce or attempt to
influence any customer of ACC or any of its subsidiaries to terminate,
cancel or reduce or modify such customer's business relationship with ACC
or any of its subsidiaries, or divert its business with ACC or any of its
subsidiaries to any person or entity then in competition with any business
conducted by ACC or any of its subsidiaries.
8.3. Nonsolicitation of Employees. During the Restricted Period,
Executive shall not, in absence of the prior written consent of the Board
of Directors, directly or indirectly, employ, solicit for employment, or
advise, encourage or recommend to any other person or entity that such
person or entity employ or solicit for employment, or aid or assist any
other person or entity in the employment or soliciting for employment of,
any person who is then employed by ACC or any of its subsidiaries;
provided, however, that the foregoing shall not apply to persons who are
hired as a result
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of the use of a general solicitation (such as an advertisement)
not specifically directed to any of the employees of ACC or any of its
subsidiaries.
8.4. Enforcement. In the event that any restriction against engaging
in the activities described in this Section 8 shall be determined by any
court of competent jurisdiction to be unenforceable by reason of its
extending for too great a period of time or by reason of its being too
extensive in any other respect, such restriction shall be interpreted to
extend only over the maximum period of time for which it may be enforceable
and to the maximum extent in all other respects as to which it may be
enforceable, all as determined by such court in such action.
8.5 Injunctions. Executive acknowledges that the services to be
rendered by him to ACC are of a special and unique character, which gives
this Agreement a peculiar value to ACC, the loss of which may not be
reasonably or adequately compensated for by damages in an action at law,
and that a breach or threatened breach by him of any of the provisions
contained in this Section 8 will cause ACC irreparable injury. Executive
therefore agrees that ACC shall be entitled, in addition to any other right
or remedy, to a seek temporary, preliminary or permanent injunction in a
federal or state court of competent jurisdiction in Suffolk County, New
York, notwithstanding the provisions of Section 9 hereof, without the
necessity of proving the inadequacy of monetary damages or the posting of
any bond or security, enjoining or restraining Executive from any such
breach or threatened breach.
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9. Arbitration.
9.1. All claims and disputes arising out of or relating to this Agreement,
Executive's employment with ACC, and any other relationship between ACC and
Executive ("Arbitrable Claims"), other than a claim seeking a temporary,
preliminary or permanent injunction enjoining or restraining Executive from any
breach or threatened breach of the restrictive covenants set forth in Section 8,
shall be resolved by final and binding arbitration in New York, New York, under
the Federal Arbitration Act in accordance with the Employment Dispute Resolution
Rules then in effect with the American Arbitration Association. This Section 9
applies both during and after termination of Executive's employment. Either
party has the right to enforce this agreement to arbitrate in federal or state
court.
9.2. All proceedings and documents prepared in connection with any
Arbitrable Claim shall be Confidential Information and, unless otherwise
required by law, the contents and subject matter thereof shall not be disclosed
to any person or entity other than the parties to the proceedings, their
counsel, witnesses and experts, the arbitrator, and, if court enforcement of an
arbitration award is sought, the court hearing such matter.
9.3. If any party institutes a proceeding to compel arbitration, or
institutes arbitration, the party who substantially prevails in such proceeding
or arbitration, whether plaintiff or defendant, in addition to the remedy or
relief obtained in such proceeding or arbitration, shall be entitled to recover
the reasonable fees, disbursements, and expenses such prevailing party incurred
in such proceeding or arbitration, including without limitation reasonable
attorney's and paralegal's fees and disbursements, and the fees of the
arbitrators and the American Arbitration Association.
10. Notices. Notices and all other communications under this Agreement
shall be in writing and shall be deemed to have been given when personally
delivered, or when mailed by United
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States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
ACC or Audiovox:
Audiovox Communications Corp.
150 Marcus Boulevard
Hauppauge, NY 11788
U.S.A.
Attention: Charles M. Stoehr
Telephone: (631) 436-6505
Facsimile: (631) 231-1370
With a copy to:
Audiovox Communications Corp.
555 Wireless Boulevard
Hauppauge, NY 11788
U.S.A.
Attention: Neil Levine
Telephone: (631) 233-3338
Facsimile: (631) 233-3437
With a copy to:
Levy & Stopol, LLP East Tower, 14th Floor 190 EAB
Plaza Uniondale, NY 11556-0190 U.S.A.
Attention: Robert S. Levy, Esq.
Telephone: (516) 802-7007
Facsimile: (516) 802-7008
Exhibit 99.6
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Executive:
Philip Christopher
108 Fairway View Drive
Commack, NY 11725
U.S.A.
Telephone: (631) 233-3342
Facsimile: (631) 951-0784
With a copy to:
Kerry M. Parker
Gibbons, Del Deo, Dolan, Griffinger & Vecchione
One Riverfront Plaza
Newark, NJ 07102
Telephone: (973) 596-4500
Facsimile: (973) 639-6346
Either ACC or Executive may provide a change of address to the other in writing,
and notices of changes of address shall be effective upon receipt.
11. Controlling Law. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE APPLY UNDER PRINCIPLES OF CONFLICT OF LAWS.
12. Separability and Construction. The provisions of this Agreement shall
be enforceable to the fullest extent permitted by law. If any provision or the
application thereof to any person or entity is, to any extent, determined by an
arbitrator or a court to be invalid or unenforceable in whole or in part, then
such provision shall be construed in a manner so as to permit its enforceability
under the applicable law to the fullest extent permitted by law. If an
arbitrator or a court declares void or unenforceable any remedy provided in this
Agreement, then the arbitrator or court shall award, instead of the invalid
remedy, such damages or other remedy as would ordinarily be available in law or
equity. In any case, the remaining provisions of this Agreement or the
application thereof shall
Exhibit 99.6
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remain in full force and effect.
13. Nonwaiver. Any waiver by any party of any act or omission that is a
breach of any provision of this Agreement is a waiver only of that particular
act or omission at that particular time, and is not a waiver of any other act or
omission.
14. Entire Agreement. This Agreement and the exhibits attached hereto
constitutes the entire agreement between the parties pertaining to the subject
matter hereof, and supersedes and is in full substitution of all prior and
contemporaneous oral and written agreements
15. Modification in Writing. No addition to, or modification of, this
Agreement shall be effective unless it is in writing and signed by ACC, Audiovox
and the Executive.
16. Headings and Captions. The headings and captions in this Agreement are
solely for convenience of reference, and shall not be used in the construction
and interpretation of this Agreement.
17. Assumption of Obligations. Each of ACC or Audiovox may assign its
rights hereunder to any successor entity (whether by merger or acquisition of
substantially all the assets of ACC or Audiovox, as applicable, or otherwise)
provided that the assignment shall not adversely affect any benefits,
compensation, and rights of Executive. Except as set forth in this Section 17,
none of ACC, Audiovox or Executive may assign its or his rights under this
Agreement without the written consent of the other parties.
18. Execution. The parties may execute this Agreement in multiple
counterparts, each of which is deemed to be an original, and all of which
constitute one Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement on this 29th
day of May, 2002 and effective as of the Effective Date.
AUDIOVOX COMMUNICATIONS CORP.
By: s/ Charles M. Stoehr
-----------------------------
Name: Charles M. Stoehr
Title: Secretary
AUDIOVOX CORPORATION
(For Purposes of Sections 5.3, 5.4 and 5.7 Only)
By: s/ John J. Shalam
-----------------------------------
Name: John J. Shalam
Title: Chief Executive Officer
EXECUTIVE:
By: s/ Philip Christopher
-----------------------------------
PHILIP CHRISTOPHER
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