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EXHIBIT 10.41
FIRST AMENDMENT TO
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered into this 22nd day of April, 1999 by and
between UNIVERSAL ELECTRONICS INC. (the "Employer") and PAUL D. ARLING
("Executive").
RECITALS:
WHEREAS, the Employer and Executive are parties to that certain
Executive Employment Agreement dated September 29, 1998; and
WHEREAS, the parties wish to amend the Executive Employment Agreement by
replacing Paragraph 19 to the Executive Employment Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. Paragraph 19 of the Executive Employment Agreement is hereby
deleted in its entirety and replaced with the following:
"19. RELOCATION LOAN MADE TO EXECUTIVE
At such time as demanded by Executive, Employer shall loan
Two Hundred Thousand Dollars ($200,000) to Executive which
Executive shall use solely for relocating his home and family
from his present place of residence in Shaker Heights, Ohio to a
new residence located in Southern California and in this
connection the Executive shall execute and deliver to Employer a
Nonrecourse Secured Promissory Note in favor of Employer in the
form attached to this Agreement as Exhibit C, the terms and
conditions of which are incorporated into this Agreement by this
reference. On each December 15 during the term of such Note and
on the payment of principal of the Note, Employer shall pay to
Executive an amount equal to 1.045 times the amount of interest
due by Executive under the Note as of each of such dates (the
"Interest Compensation"), regardless of whether Executive is
employed by Employer on such dates. Such loan and such Interest
Compensation is in addition to all amounts to be paid and/or
reimbursed to Executive pursuant to Employer's Executive
Relocation Policy."
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2. Except as specifically modified as set forth in this First
Amendment to Executive Employment Agreement, the Executive Employment Agreement
shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed the Agreement as of this
22nd day of April, 1999.
Signed and acknowledged in UNIVERSAL ELECTRONICS INC.
the presence of:
By:
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Its:
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PAUL D. ARLING
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Signature
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EXHIBIT C
NONRECOURSE SECURED PROMISSORY NOTE
AMOUNT: $200,000 APRIL 22, 1999
CYPRESS, CALIFORNIA
FOR VALUE RECEIVED, the undersigned, Paul D. Arling, (hereinafter
referred to as "Maker"), promises to pay to the order of Universal Electronics
Inc., a Delaware corporation, 6101 Gateway Drive, Cypress, California 90630
(hereinafter referred to as "Payee"), the principal sum of Two Hundred Thousand
Dollars ($200,000), together with interest at the rate of 5.28% per annum from
the date hereof, payable as follows: (a) accrued interest shall be paid on each
December 15 during the term of this Note and at the time of full payment of this
Note (to the extent accrued from the last interest payment); and (b) the entire
principal balance is due on the earlier of (i) December 15, 2007, (ii) within
twelve (12) months following a demand from Payee, which demand may only be made
by Payee in the event that Maker shall cease (for whatever reason) being an
employee of Payee or upon the occurrence of an Event of Default or (iii) on the
closing of a sale or transfer by Maker or Maker's spouse of all or any part of
his and/or her primary residence in Southern California that secures this Note
(the "Property"), including without limitation any sale or transfer of any
interest therein (including any beneficial interest therein) without Payee's
prior written consent, which consent shall not be unreasonably withheld. An
Event of Default shall occur hereunder if Maker (1) fails to render payment of
principal (or, if applicable, interest under this Note) when said payment is due
and payable, or (2) breaches any material provision of this Note or any material
provision of the Executive Employment Agreement.
This Note is secured by a deed of trust of even date herewith ("Deed of Trust").
In the event Maker fails to make any payments under this Note, a late payment
charge equal to 5% of the amount due and owing will be assessed from the date
such payment was due. All amounts of interest not paid when due, shall accrue
and be added to and considered principal of this Note.
This Note shall be nonrecourse. In the event of a default by Maker under the
terms of this Note, Payee's recourse shall be limited to the Property. In no
event shall Payee have any recourse against, nor shall Payee be able to recover
from, any of Maker's assets other than the Property.
Maker hereby agrees to be bound by all the terms contained in this Note.
This Note is given to Payee by Maker to evidence a loan from Payee to Maker made
for the reason set forth in Section 19 of that certain Executive Employment
Agreement dated September 29, 1998, as amended on April 22, 1999 (the "Executive
Employment Agreement"). Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Executive Employment
Agreement.
Payment upon this Note shall be made by check or checks payable to Payee at the
address set forth herein, or such other place as Payee or a subsequent holder of
this Note shall designate to Maker in writing, in lawful money of the United
States of America.
This Note may be prepaid by the Maker, in whole or in part, at any time without
premium or penalty.
Maker hereby waives any defenses based upon, and specifically assents to, any
and all extensions and postponements of the time of payment and all other
indulgences or forbearances which may be granted to any party liable hereon by
Payee or any subsequent holder of this Note.
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Maker hereby waives presentment, demand for payment, notice of protest, notice
of nonpayment, protest, and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Note.
No delay or omission on the part of Payee or any subsequent holder of this Note
in exercising any right hereunder shall operate as a waiver of such right or of
any other right of Payee or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar to or waiver of the same or any other right
on any other occasion.
No single or partial exercise by Payee or any subsequent holder hereof of any
power hereunder shall preclude any other or future exercise thereof or the
exercise of any other power.
Maker shall pay on demand of Payee or any subsequent holder of this Note all
costs of collection, including reasonable attorneys' fees incurred by Payee or
such holder in enforcing collection of this Note on default.
No provision of this Note shall be modified except by a written instrument
executed by Maker and by Payee or a subsequent holder hereof expressly referring
to this Note and to the provision modified.
THE MAKER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT
UNDER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT, THE NOTES, OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF THE STATE OF
CALIFORNIA OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
CALIFORNIA - LOS ANGELES. THE MAKER EXPRESSLY AND IRREVOCABLY ASSENTS AND
SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR
PROCEEDING. THE MAKER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY
COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY SUCH ACTION OR
PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER PROVIDED
FOR IN SECTION 8 OF THE EXECUTIVE EMPLOYMENT AGREEMENT. THE MAKER HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR
PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR
FORUM NON CONVENIENS OR ANY SIMILAR BASIS. THE MAKER SHALL NOT BE ENTITLED IN
ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE
LAWS OF ANY STATE OTHER THAN THE STATE OF CALIFORNIA UNLESS SUCH DEFENSE IS ALSO
GIVEN OR ALLOWED BY THE LAWS OF THE STATE OF CALIFORNIA. NOTHING IN THIS
PARAGRAPH SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF THE
PAYEE TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE MAKER IN
ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
MAKER WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN MAKER, PAYEE, OR ANY
OTHER PARTY HERETO ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HERETO IN CONNECTION WITH THIS
LOAN OR ANY OTHER AGREEMENT AMONG THEM.
THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF MAKER AND
PAYEE DETERMINED, IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF
CALIFORNIA.
This Note and the provisions hereof are to be binding on the assigns or
successors of Maker and Payee.
If from any circumstances whatsoever, fulfillment of any obligation of this Note
or of any other instrument evidencing or securing the indebtedness evidenced
hereby, at the time performance of such obligation shall be due, shall violate
the lawful limit of any applicable usury statute or any other applicable law
with regard to obligations of like character and amount, then the obligation to
be fulfilled shall be reduced to such lawful limit, so that in no event shall
there occur,
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under this Note or under any other instrument evidencing or securing the
indebtedness evidenced hereby any violation of such lawful limit, but such
obligation shall be fulfilled to the lawful limit. If any sum is collected in
excess of the lawful limit, such excess shall first be applied to reduce the
principal debt, and then to the extent any such excess exceeds the principal
debt such excess shall be returned to Maker.
The provisions of this Note are hereby declared to be severable, and if any
clause or provision or the application of any clause or provision to any entity
or in any circumstances shall be held to be invalid or unenforceable in whole or
in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision in this Note in any jurisdiction.
Each of the covenants, agreements, and conditions contained in this Note is
independent and compliance by the Maker with any of them shall not excuse
non-compliance by the Maker within the other. Maker shall not take any action,
the affect of which shall constitute a breach or violation of any clause or
provision of this Note
IN WITNESS WHEREOF, this Note has been duly executed by Maker as of the
date first above written.
By:
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Paul D. Arling, Individually
STATE OF CALIFORNIA )
) SS.
COUNTY OF ORANGE )
I, _________________________, a Notary Public in and for the State and
County aforesaid, do hereby certify that before me this day personally appeared
Paul D. Arling, an individual, known to me and he acknowledged to me that he
executed and delivered the above and foregoing Nonrecourse Secured Promissory
Note as his free and voluntary act in his individual capacity for the uses and
purposes set forth herein.
GIVEN under my hand and notarial seal this _____ day of April, 1999.
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Notary Public
My Commission Expires:
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