Exhibit 10.28
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "AGREEMENT") is entered into as of
January 2, 2007, by and between Universal Electronics Inc., a Delaware
corporation (the "COMPANY") and the undersigned party (the "INDEMNITEE").
RECITALS
A. Indemnitee has agreed to serve as a director and/or executive officer of
the Company, and, as such, will perform valuable services in such
capacity for the Company.
B. In order to induce and encourage the Indemnitee to serve as a director
and/or executive officer of the Company, the Company has determined and
agreed to enter into this contract with the Indemnitee.
NOW, THEREFORE, in consideration of the Indemnitee's continued service
as a director and/or executive officer of the Company the parties hereto agree
as follows:
1. Indemnification.
a. Indemnification of Expenses. The Company shall indemnify and
hold harmless the Indemnitee (including the Indemnitee's spouse,
heirs, estate, executor or personal or legal representatives)
and each person who controls the Indemnitee or who may be liable
within the meaning of Section 15 of the Securities Act of 1933,
as amended (the "SECURITIES ACT"), or Section 20 of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), to the fullest extent permitted by law, if the Indemnitee
was or is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism, or
any hearing, inquiry or investigation that the Indemnitee
believes might lead to the institution of any such action, suit,
proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other
(hereinafter a "CLAIM") by reason of (or arising in part out of)
any event or occurrence related to the fact that the Indemnitee
is or was a director, officer, employee, controlling person,
agent or fiduciary of the Company, or any direct or indirect
subsidiary of the Company or any direct or indirect parent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee, controlling person, agent or
fiduciary of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action or
inaction on the part of the Indemnitee while serving in such
capacity including, without limitation, any and all losses,
claims, damages, expenses and liabilities, joint or several
(including any investigation, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any
action, suit, proceeding or any claim asserted) under the
Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, that
relate directly or indirectly to the registration, purchase,
sale or ownership of any securities of the Company or to any
fiduciary obligation owed with respect thereto (hereinafter an
"INDEMNIFICATION EVENT") against any and all expenses (including
attorneys' fees and all other costs, expenses and obligations
incurred in connection with investigating, defending, serving as
a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in, any such
action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such
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settlement is approved in advance by the Company, which approval
shall not be unreasonably withheld or delayed) of such Claim,
and any federal, state, local or foreign taxes imposed on the
Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, and all interest, assessments and
other charges paid or payable thereon or in respect thereto
(collectively, hereinafter "EXPENSES"). Except as set forth
below in SECTION 1(b), such payment of Expenses shall be made by
the Company as soon as practicable but in any event no later
than five (5) days after written demand by the Indemnitee
therefor is presented to the Company.
b. Reviewing Party. Notwithstanding the foregoing, (i) the
obligations of the Company under SECTION 1(a) and SECTION 2(a)
shall be subject to the condition that the Reviewing Party (as
described in SECTION 9(e) hereof) shall not have --- determined
(in a written opinion, in any case in which the Independent
Legal Counsel referred to in SECTION 9(d) hereof is involved)
that the Indemnitee would not be permitted to be indemnified
under the terms of this Agreement or applicable law and
communicates this in writing to the Indemnitee, and (ii) the
Indemnitee acknowledges and agrees that the obligation of the
Company to make an advance payment of Expenses to the Indemnitee
pursuant to SECTION 1(a) and SECTION 2(a) (an "EXPENSE ADVANCE")
shall be subject to the condition that, if, when and to the
extent that the Reviewing Party determines that the Indemnitee
would not be permitted to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by the
Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if the
Indemnitee has commenced or thereafter commences legal
proceedings in a court of competent jurisdiction to secure a
determination that the Indemnitee should be indemnified under
applicable law, any determination made by the Reviewing Party
that the Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding and the Indemnitee
shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have
been exhausted or lapsed). The Indemnitee's obligation to
reimburse the Company for any Expense Advance shall be unsecured
and no interest shall be charged thereon.
If there has not been a Change in Control (as defined in SECTION
9(c) hereof), the Reviewing Party shall be selected by the Board
of Directors or similar governing body of the Company, and if
there has been such a Change in Control (other than a Change in
Control that has been approved by a majority of the Company's
Board of Directors or similar governing body who were in office
immediately prior to such Change in Control), the Reviewing
Party shall be the Independent Legal Counsel referred to in
SECTION 9(d) hereof.
If there has been no determination by the Reviewing Party within
thirty (30) days after a written demand for indemnification has
been presented to the Company by the Indemnitee or if the
Reviewing Party determines that the Indemnitee substantively
would not be permitted to be indemnified in whole or in part
under the terms of this Agreement or applicable law and the
Reviewing Party notifies the Indemnitee in writing of such
determination, then the Indemnitee shall have the right to
commence litigation seeking an initial determination by the
court or challenging any such determination by the Reviewing
Party or any aspect thereof, including the legal or factual
bases therefor, and the Company hereby consents to service of
process and to appear in any such proceeding.
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Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and the Indemnitee.
c. Contribution. If the indemnification provided for in SECTION
1(a) above for any reason is held by a court of competent
jurisdiction to be unavailable to the Indemnitee in respect of
any losses, claims, damages, expenses or liabilities referred to
therein, then the Company, in lieu of indemnifying the
Indemnitee thereunder, shall contribute to the amount paid or
payable by the Indemnitee as a result of such losses, claims,
damages, expenses or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the
Company and the Indemnitee, or (ii) if the allocation provided
by CLAUSE (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in CLAUSE (i) above but also the relative
fault of the Company and the Indemnitee in connection with the
action or inaction that resulted in such losses, claims,
damages, expenses or liabilities, as well as any other relevant
equitable considerations. In connection with any registration of
the Company's securities, the relative benefits received by the
Company and the Indemnitee shall be deemed to be in the same
respective proportions that the net proceeds from the offering
(before deducting expenses) received by the Company and the
Indemnitee, in each case as set forth in the table on the cover
page of the applicable prospectus, bear to the aggregate public
offering price of the securities so offered. The relative fault
of the Company and the Indemnitee shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information
supplied by the Company or the Indemnitee and the parties'
relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Indemnitee agree that it would not be just
and equitable if contribution pursuant to this SECTION 1(c) were
determined by pro rata or per capita allocation or by any other
method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. In connection with any registration of the Company's
securities, in no event shall the Indemnitee be required to
contribute any amount under this SECTION 1(c) in excess of the
lesser of: (i) that proportion of the total of such losses,
claims, damages or liabilities that are indemnified against,
equal to the proportion of the total securities sold under such
registration statement that is being sold by the Indemnitee or
(ii) the proceeds received by the Indemnitee from its sale of
securities under such registration statement. No person found
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such
fraudulent misrepresentation.
d. Survival Regardless of Investigation. The indemnification and
contribution provided for in this SECTION 1 will remain in full
force and effect regardless of any investigation made by or on
behalf of the Indemnitee or the spouse, estate, heirs or
personal or legal representative of the Indemnitee.
e. Change in Control. The Company agrees that if there is a Change
in Control of the Company (other than a Change in Control that
has been approved by a majority of the Company's Board of
Directors or similar governing body who were in office
immediately prior to such Change in Control) then, with respect
to all matters thereafter arising concerning the rights of the
Indemnitee to payments of Expenses under this Agreement or any
other agreement or under the Company's charter documents as now
or
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hereafter in effect, Independent Legal Counsel (as defined in
SECTION 9(d) hereof) shall be selected by the Indemnitee and
approved by the Company (which approval shall not be
unreasonably withheld or delayed). Such counsel, among other
things, shall, within thirty (30) days after a written demand
for indemnification has been presented to the Company by the
Indemnitee, render its written opinion to the Company and the
Indemnitee as to whether and to what extent the Indemnitee would
be permitted to be indemnified under the terms of this Agreement
or applicable law. The Company agrees to abide by such opinion
and to pay the reasonable fees of the Independent Legal Counsel
referred to above and to fully indemnify such counsel against
any and all expenses (including attorneys' fees), claims,
liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.
f. Mandatory Payment of Expenses. Notwithstanding any other
provision of this Agreement, to the extent that the Indemnitee
has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without
prejudice, in the defense of any action, suit, proceeding,
inquiry or investigation referred to in SECTION 1(a) hereof or
in the defense of any claim, issue or matter therein, the
Indemnitee shall be indemnified against all Expenses incurred by
the Indemnitee in connection herewith.
2. Expenses; Indemnification Procedure.
a. Advancement of Expenses. Subject to SECTION 1(b), the Company
shall advance all Expenses incurred by the Indemnitee as soon as
practicable but in any event no later than five (5) days after
written demand by the Indemnitee therefor to the Company.
b. Notice/Cooperation by the Indemnitee. The Indemnitee shall give
the Company notice in writing as soon as practicable of any
Claim made against the Indemnitee for which indemnification will
or could be sought under this Agreement. Notice to the Company
shall be directed to the Chief Legal Officer of the Company (the
"CLO") at the Company's address (or such other address as the
Company shall designate in writing to the Indemnitee). The CLO
shall, promptly upon receipt of such a request for
indemnification, advise the Company's Board of Directors in
writing that Indemnitee has requested indemnification. In
addition, Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within
Indemnitee's power. The omission to so notify the Company will
not relieve the Company from any liability which it may have to
Indemnitee other than under this Agreement
c. No Presumptions; Burden of Proof. For purposes of this
Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that the Indemnitee
did not meet any particular standard of conduct or have any
particular belief or that a court has determined that
indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a
determination as to whether the Indemnitee has met any
particular standard of conduct or had any particular belief, nor
an actual determination by the Reviewing Party that the
Indemnitee has not met such standard of conduct or did not have
such belief, prior to the commencement of legal proceedings by
the Indemnitee to secure a judicial determination that the
Indemnitee should be indemnified under applicable law, shall be
a defense to the Indemnitee's claim or create a presumption that
the Indemnitee has not met any particular standard of conduct or
did not have any particular belief. In connection with any
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determination by the Reviewing Party or otherwise as to whether
the Indemnitee is entitled to be indemnified hereunder, the
burden of proof shall be on the Company to establish that the
Indemnitee is not so entitled.
d. Notice to Insurers. If, at the time of the receipt by the
Company of a notice of a Claim pursuant to SECTION 2(b) hereof,
the Company has liability insurance in effect that may cover
such Claim, the Company shall give prompt notice of the
commencement of such Claim to the insurers in accordance with
the procedures set forth in each of the policies. The Company
shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.
e. Selection of Counsel. If the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be
entitled to assume the defense of such Claim, with counsel
approved by the Indemnitee, upon the delivery to the Indemnitee
of written notice of its election to do so. After delivery of
such notice, approval of such counsel by the Indemnitee and the
retention of such counsel by the Company, the Company will not
be liable to the Indemnitee under this Agreement for any fees of
counsel subsequently incurred by the Indemnitee with respect to
the same Claim; provided that, (i) the Indemnitee shall have the
right to employ the Indemnitee's counsel in any such Claim at
the Indemnitee's expense and (ii) if (A) the employment of
counsel by the Indemnitee has been previously authorized by the
Company, (B) the Indemnitee shall have reasonably concluded that
there is a conflict of interest between the Company and the
Indemnitee in the conduct of any such defense and shall have
promptly notified the Company in writing of such determination,
or (C) the Company shall not continue to retain such counsel to
defend such Claim, then the fees and expenses of the
Indemnitee's counsel shall be at the expense of the Company. The
Company shall not settle any proceeding in any manner which
would impose any penalty or limitation on the Indemnitee without
the Indemnitee's prior written consent, which consent shall not
be unreasonably withheld or delayed.
3. Additional Indemnification Rights; Nonexclusivity.
a. Scope. The Company hereby agrees to indemnify the Indemnitee to
the fullest extent permitted by law, even if such
indemnification is not specifically authorized by the other
provisions of this Agreement. In the event of any change after
the date of this Agreement in any applicable law, statute or
rule that expands the right of the Company to indemnify a
director, manager, officer, employee, controlling person, agent
or fiduciary, it is the intent of the parties hereto that the
Indemnitee shall enjoy by this Agreement the greater benefits
afforded by such change. Upon any change in any applicable law,
statute or rule that narrows the right of the Company to
indemnify a director, manager, officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by
such law, statute or rule to be applied to this Agreement, shall
have no effect on this Agreement or the parties' rights and
obligations hereunder except as set forth in SECTION 8(a)
hereof.
b. Nonexclusivity. The indemnification provided by this Agreement
shall be in addition to any rights to which the Indemnitee may
be entitled under the Company's governance documents, any
agreement, any vote of the equityholders of the Company or
disinterested members of the Company's Board of Directors or
similar governing body, applicable law, or otherwise. The
indemnification provided under this Agreement shall continue as
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to the Indemnitee for any action the Indemnitee took or did not
take while serving in an indemnified capacity even though the
Indemnitee may have ceased to serve in such capacity.
4. No Duplication of Payments. The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
the Indemnitee to the extent the Indemnitee has otherwise actually
received payment (under any insurance policy or otherwise) of the
amounts otherwise indemnifiable hereunder.
5. Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for any
portion of Expenses incurred in connection with any Claim, but not,
however, for all of the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for the portion of such Expenses
to which the Indemnitee is entitled.
6. Mutual Acknowledgement. The Company and the Indemnitee acknowledge that
in certain instances, federal law or applicable public policy may
prohibit the Company from indemnifying its directors, managers,
officers, employees, controlling persons, agents or fiduciaries under
this Agreement or otherwise. The Indemnitee understands and acknowledges
that the Company has undertaken or may be required in the future to
undertake with the Securities and Exchange Commission to submit the
question of indemnification to a court in certain circumstances for a
determination of the Company's rights under public policy to indemnify
the Indemnitee.
7. Liability Insurance. To the extent the Company maintains liability
insurance applicable to directors and officers, the Indemnitee shall be
covered by such policies in such a manner as to provide the Indemnitee
the same rights and benefits as are accorded to the most favorably
insured of the Company's directors and officers.
8. Exceptions. Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this
Agreement:
a. Claims Initiated by the Indemnitee. To indemnify or advance
expenses to the Indemnitee with respect to Claims initiated or
brought voluntarily by the Indemnitee and not by way of defense,
except: (i) with respect to actions or proceedings to establish
or enforce a right to indemnify under this Agreement or any
other agreement or insurance policy or under the Company's
governance documents now or hereafter in effect relating to
Claims for Indemnifiable Events; (ii) in specific cases if the
Board of Directors or similar governing body has approved the
initiation or bringing of such Claim; or (iii) as otherwise
required under applicable law, regardless of whether the
Indemnitee ultimately is determined to be entitled to such
indemnification, advance expense payment or insurance recovery,
as the case may be; or
b. Claims Under Section 16(b). To indemnify the Indemnitee for
expenses and the payment of profits arising from the purchase
and sale by the Indemnitee of securities in violation of Section
16(b) of the Exchange Act or any similar successor statute; or
c. Claims Excluded Under Law. To indemnify the Indemnitee if: (i)
the Indemnitee did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best
interests of the Company or (ii) with respect to any criminal
action or proceeding, the Indemnitee had reasonable cause to
believe the conduct was unlawful or (iii) the Indemnitee shall
have been adjudged to be liable to the Company unless and only
to the
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extent the court in which such action was brought shall permit
indemnification as provided by applicable law.
9. Construction of Certain Phrases.
a. For purposes of this Agreement, references to the "COMPANY"
shall include any other constituent entity (including any
constituent of a constituent) absorbed in a consolidation or
merger that, if its separate existence had continued, would have
had power and authority to indemnify its directors, managers,
officers, employees, agents or fiduciaries, so that if an
Indemnitee is or was a director, manager, officer, employee,
agent, control person, or fiduciary of such constituent entity,
or is or was serving at the request of such constituent entity
as a director, manager, officer, employee, control person, agent
or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, the Indemnitee
shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving entity as
the Indemnitee would have with respect to such constituent
entity if its separate existence had continued.
b. For purposes of this Agreement, references to "OTHER
ENTERPRISES" shall include employee benefit plans; references to
"FINES" shall include any excise taxes assessed on the
Indemnitee with respect to an employee benefit plan; and
references to "SERVING AT THE REQUEST OF THE COMPANY" shall
include any service as a director, manager, officer, employee,
agent or fiduciary of the Company that imposes duties on, or
involves services by, such director, manager, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its
participants or its beneficiaries; and if the Indemnitee acted
in good faith and in a manner the Indemnitee reasonably believed
to be in the interest of the participants and beneficiaries of
an employee benefit plan, the Indemnitee shall be deemed to have
acted in a manner "NOT OPPOSED TO THE BEST INTERESTS OF THE
COMPANY" as referred to in this Agreement.
c. For purposes of this Agreement a "CHANGE IN CONTROL" shall be
deemed to have occurred if: (i) any "person" (as such term is
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (A)
who is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing ten percent (10%) or more
of the combined voting power of the Company's then outstanding
Voting Securities, increases his beneficial ownership of such
securities by five percent (5%) or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than
twenty percent (20%) of the total voting power represented by
the Company's then outstanding Voting Securities, (ii) during
any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors or
similar governing body of the Company and any new director whose
election by the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or (iii)
the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation other
than a merger or consolidation that would result in the Voting
Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity)
at least eighty percent (80%) of the total voting power
represented by the Voting Securities of the Company or
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such surviving entity outstanding immediately after such merger
or consolidation, or the stockholders of the Company approve a
plan of dissolution or complete liquidation of the Company or an
agreement for the sale, transfer or disposition by the Company
of (in one transaction or a series of transactions) all or
substantially all of the Company's assets.
d. For purposes of this Agreement, "INDEPENDENT LEGAL COUNSEL"
shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of SECTION 1(e) hereof, who shall
not have otherwise performed services for the Company or the
Indemnitee within the last three (3) years (other than with
respect to matters concerning the right of the Indemnitee under
this Agreement, or of other indemnitees under similar indemnity
agreements).
e. For purposes of this Agreement, a "REVIEWING PARTY" shall mean
any appropriate person or body consisting of a member or members
of the Company's Board of Directors or similar governing party,
or any other person or body appointed by such body, who is not a
party to the particular Claim for which the Indemnitee is
seeking indemnification, or Independent Legal Counsel.
f. For purposes of this Agreement, "VOTING SECURITIES" shall mean
any securities of the Company that vote generally in the
election of directors.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.
11. Binding Effect; Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business and/or assets of the Company
and including any estate, spouse, heirs or personal or legal
representatives of the Indemnitee. The Company shall require and cause
any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial
part, of the business and/or assets of the Company, by written agreement
in form and substance satisfactory to the Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect with
respect to Claims relating to Indemnifiable Events regardless of whether
the Indemnitee continues to serve as a director, officer, employee,
agent, controlling person or fiduciary of the Company or of any other
enterprise, including subsidiaries of the Company, at the Company's
request.
12. Attorneys' Fees. In the event that any action is instituted by the
Indemnitee under this Agreement or under any liability insurance
policies maintained by the Company to enforce or interpret any of the
terms hereof or thereof, the Indemnitee shall be entitled to be paid all
Expenses incurred by the Indemnitee with respect to such action,
regardless of whether the Indemnitee is ultimately successful in such
action, and shall be entitled to the advancement of Expenses with
respect to such action, unless, as a part of such action, a court of
competent jurisdiction over such action determines that each of the
material assertions made by the Indemnitee as a basis for such action
was not made in good faith or was frivolous. In the event of an action
instituted by or in the name of the Company under this Agreement to
enforce or interpret any of the terms of this Agreement, the Indemnitee
shall be entitled to be paid all Expenses incurred by the Indemnitee in
defense of such action (including costs and expenses incurred with
respect to the Indemnitee counterclaims and cross-claims made in such
action), and shall be entitled to the advancement of Expenses with
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respect to such action, unless, as a part of such action, a court having
jurisdiction over such action determines that each of the Indemnitee's
material defenses to such action was made in bad faith or was frivolous.
13. Notice. All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given, and shall
in any event be deemed to be given: (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered
by first class mail, postage prepaid; (b) upon delivery, if delivered by
hand; (c) one (1) business day after the business day of deposit with
Federal Express or similar overnight courier, freight prepaid; or (d)
one (1) day after the business day of delivery by facsimile
transmission, if deliverable by facsimile transmission, with copy by
first class mail, postage prepaid, and shall be addressed if to the
Indemnitee, at the Indemnitee's address as set forth beneath the
Indemnitee's signature to this Agreement and if to the Company at the
address of its principal corporate offices (attention: Chief Legal
Officer) or at such other address as such party may designate by ten
(10) days' advance written notice to the other party hereto.
14. Consent to Jurisdiction. The Company and the Indemnitee hereby
irrevocably consent to the jurisdiction of the courts of the State of
California for all purposes in connection with any action or proceeding
that arises out of or relates to this Agreement and agree that any
action instituted under this Agreement shall be commenced, prosecuted
and continued only in the courts of the State of California in and for
Orange County, which shall be the exclusive and only proper forum for
adjudicating such a claim.
15. Severability. The provisions of this Agreement shall be severable in the
event that any of the provisions hereof (including any provision within
a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions shall remain enforceable to the fullest
extent permitted by law. Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitations, each
portion of this Agreement containing any provision held to be invalid,
void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
16. Choice of Law. This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of
California, as applied to contracts between California residents,
entered into and to be performed entirely within the State of
California, without regard to the conflict of laws principles thereof.
17. Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee who shall execute all documents required
and shall do all acts that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights.
18. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in
writing signed by all parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
19. Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto; provided however, that Indemnitee's rights under the Company's
Certificate of
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Incorporation and Bylaws, each as amended or supplemented, and insurance
policies shall not be adversely effected by this Agreement.
20. No Construction as Employment Agreement. Nothing contained in this
Agreement shall be construed as giving the Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries.
IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement on and as of the day and year first above written.
COMPANY:
UNIVERSAL ELECTRONICS INC.,
a Delaware corporation
By:
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Name:
-----------------------------
Title:
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INDEMNITEE:
By:
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Name:
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Address for notices:
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