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EXHIBIT A (10.2)
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made
and entered into this 27 day of October 2000 by and between UNIVERSAL
ELECTRONICS INC. (the "Employer") and CAMILLE JAYNE ("Executive").
RECITALS:
WHEREAS, the Employer is presently headquartered in Cypress, California,
and is engaged in the business of developing and marketing easy to use,
pre-programmed universal remote control products primarily for home video and
audio entertainment equipment and home security and home automation devices; and
WHEREAS, on March 24, 1999, Executive and Employer entered into that
certain Executive Officer Amended Employment Agreement and such agreement is set
to expire at the end of business on February 1, 2001 and the parties wish to
extend such date to February 1, 2002; and
WHEREAS, Employer wishes to retain Executive as one of its key
executives and avail itself of Executive's expertise, experience and capability
in Employer's business, and in this connection in exchange for Executive's
agreement to perform her obligations as set forth in this Agreement, Employer
hereby promotes and offers employment to Executive as Employer's Executive
Chairman of the Board to perform those duties and assume those responsibilities
set forth herein, and as identified and outlined for Chairman of the Board in
Employer's Amended and Restated By-Laws, and to undertake such other duties and
to assume such other responsibilities commensurate with Executive's designated
position(s) as may be reasonably assigned to Executive from time to time by the
Board of Directors of Employer; and
WHEREAS, Executive hereby accepts such promotion and extension of term
and desires to be employed by the Employer subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein, and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
1. EMPLOYMENT
Subject to all of the terms and conditions of this Agreement, effective
on October 1, 2000 (the "Effective Date of this Agreement"), Employer hereby
promotes and employs Executive and Executive hereby accepts such promotion and
employment with Employer.
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2. TITLE, AUTHORITY AND DUTIES
(a) TITLE(S) AND POSITION(S). On the Effective Date of this
Agreement, Executive shall be promoted to and employed in the position
of and shall have the title of Executive Chairman of the Board. Until
this Agreement is terminated as provided herein, Executive will continue
to occupy such position and hold such title until Employer and Executive
shall mutually agree in writing to change any such position(s) and
title(s).
(b) AUTHORITY AND DUTIES. Executive will, during the term of
this Agreement , be responsible for establishing and
recommending the overall strategic plan for Employer by
working closely with the Employer's CEO and together
with the CEO, presenting such strategic plan to the
Board of Directors for its review and approval. Upon
such approval, Executive shall, working closely with the
Employer's CEO, lead in the implementation of such
strategic plan by, among other things, negotiating with
potential corporate alliances and business development
partners. In addition, Executive shall perform those
duties and assume those responsibilities as set forth in
this Agreement and as identified and outlined in
Employer's Amended and Restated By-Laws, as amended as
of the date of this Agreement, and to undertake such
other duties and to assume such other responsibilities
commensurate with Executive's designated position as may
be reasonably assigned to Executive from time to time by
the Board of Directors of Employer.
(c) EXCLUSIVE SERVICES AND EFFORTS OF EXECUTIVE. During the term
of this Agreement, Executive shall serve the Employer, under the
direction of the Board of Directors of Employer, and shall faithfully,
diligently, competently and, to the best of her ability, exclusively
devote her full time, energy and attention (unless otherwise agreed to
by the parties) to the business of the Employer and to the promotion of
its interest. Executive recognizes that Employer's organization,
business and relationship with clients, prospective clients and others
having business dealings with Employer are and will be the sole property
of Employer and Executive shall have no separate interests or rights
with respect thereto, except as an employee of Employer.
(d) OTHER ACTIVITIES AND INTERESTS. Employer shall be entitled
to all of the benefits, emoluments, profits, discoveries or other issues
arising from, incident to and related to any and all work, services and
advice of Executive to Employer in carrying out her duties and
responsibilities hereunder. Executive shall not, without the written
consent of Employer, directly or indirectly, render services to or for
any person, firm, corporation or other entity or organization, whether
or not in exchange for compensation, regardless of the form in which
such compensation, if any, is paid and whether or not it is paid
directly or indirectly to her if the rendering of such service would
interfere with the performance of her duties and responsibilities to
Employer hereunder. Notwithstanding the foregoing sentence, Executive
may spend time and attention to personal investment and community
activity matters and such other personal matters consistent with
Employer's policies and procedures set forth
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within Employer's policy manual in effect from time to time which are
equally applicable to all of Employer's executive employees, so long as
the spending of such time and attention does not substantially interfere
with the performance of her duties and responsibilities to Employer
hereunder.
3. TERM OF EMPLOYMENT AND TERMINATION
(a) TERM. Unless earlier terminated as provided herein, the term
of this Agreement shall commence at the start of business on the
Effective Date of this Agreement and shall continue through the end of
business on February 1, 2002 (the "Term").
(b) TERMINATION.
(i) BY EMPLOYER FOR JUST CAUSE. Employer may terminate
the employment of Executive under this Agreement for Just Cause
(as defined herein) at any time upon delivery of written notice
to her setting forth, in reasonable specificity, such Just
Cause. For purposes of this Agreement, and particularly this
subsection 3(b)(i), "Just Cause" shall mean:
(1) The continued failure by or refusal of
Executive to substantially perform her duties and
responsibilities as set forth herein; or
(2) Executive's indictment for, conviction of or
a guilty plea to a felony or of any crime involving
moral turpitude, whether or not affecting the Employer;
or
(3) The engagement by Executive of personal
illegal conduct which, in the reasonable judgment of
Employer, by association with her, is materially and
demonstrably injurious to the property and/or business
of Employer; or
(4) Any material breach by Executive of the
terms and conditions contained herein, including without
limitation, those certain confidentiality provisions set
forth in Section 16; or
(5) The commission of any act opposed to the
best interests of Employer for which Executive would not
be entitled to indemnification under Employer's Restated
Certificate of Incorporation and Amended and Restated
By-Laws, each as amended as of the date of this
Agreement; or
(6) The failure by Executive to protect the best
interests of Employer through Executive's gross neglect
of duty.
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(ii) BY EXECUTIVE FOR GOOD REASON. Executive may
terminate her employment with Employer under this Agreement for
Good Reason (as defined herein) at any time upon delivery of
written notice to Employer setting forth, in reasonable
specificity, such Good Reason(s). For purposes of this
Agreement, and particularly this subsection 3(b)(ii), "Good
Reason" shall mean:
(1) The attempted discontinuance or reduction in
Executive's "Base Cash Salary" (as defined herein); or
(2) The attempted discontinuance or reduction in
Executive's bonuses and/or incentive compensation award
opportunities under plans or programs applicable to her,
unless such discontinuance or reduction is a result of
Employer's policy applied equally to all executive
employees of Employer; or
(3) The attempted discontinuance or reduction in
Executive's stock option and/or stock award
opportunities under plans or programs applicable to her,
unless such discontinuance or reduction is a result of
Employer's policy applied equally to all executive
employees of Employer; or
(4) The attempted discontinuance or reduction in
Executive's perquisites from those historically provided
her during her tenure with the Employer and generally
applicable to executive employees of Employer; or
(5) The relocation of Executive to an office
(other than Employer's headquarters) located more than
fifty (50) miles from her then current office location;
or
(6) The significant reduction in Executive's
responsibilities and status within the Employer or
change in her title(s) or position(s); or
(7) The attempted discontinuance of Executive's
participation in any benefit plans maintained by
Employer unless such plans are discontinued by reason of
law or loss of tax deductibility to the Employer with
respect to the contributions to or payments under such
plans, or are discontinued as a matter of the Employer's
policy applied equally to all participants; or
(8) The attempted reduction of Executive's paid
vacation to less than that as provided in this
Agreement; or
(9) The failure by Employer to obtain an
assumption of Employer's obligations under this
Agreement by any assignee of or successor to Employer,
regardless of whether such entity becomes a successor to
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Employer as a result of merger, consolidation, sale of
assets of Employer or other form of reorganization; or
(10) The occurrence of any of the items set
forth in paragraphs (1) through (9) of this subsection
3(b)(ii), if, in the reasonable determination by the
Executive, such occurrence happens as a result of and
within the shorter of six (6) months or the remaining
term of this Agreement following a "Change in Control"
(as such term is defined below). For the purposes of
this Agreement, a "Change in Control" shall be deemed to
occur when and only when the first of the following
events occurs:
a. Any "person" or "group" (as such
terms are used in Sections 3(a), 3(d), and 14(d)
of the Securities Exchange Act of 1934, as
amended, and the rules and regulations
promulgated thereunder (the "1934 Act"), other
than (i) a trustee or other fiduciary holding
securities under any employee benefit plan of
the Corporation or any of its subsidiaries or
(ii) a corporation owned directly or indirectly
by the stockholders of the Corporation in
substantially the same proportions as their
ownership of stock in the Corporation, is or
becomes the "beneficial owner" (as defined in
Rule 13d-3 under the 1934 Act)), directly or
indirectly, of securities of the Corporation
representing 20% or more of the total voting
power of the then outstanding securities of the
Corporation entitled to vote generally in the
election of directors (the "Voting Stock"); or
b. Individuals who are members of the
Incumbent Board, cease to constitute a majority
of the Board of Directors of the Corporation.
The term "Incumbent Board" shall mean (i) the
members of the Board of Directors on the
effective date of this Agreement, and (ii) any
individual who becomes a member of the Board of
Directors after the effective date of this
Agreement, if his or her election or nomination
for election as a director was approved by the
affirmative vote of a majority of the then
Incumbent Board; or
c. (i) The merger or consolidation of
the Corporation with any other corporation or
entity, other than a merger or consolidation
which would result in the Voting Stock
outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or
by being converted into voting securities of the
surviving entity) at least 80% of the total
voting power represented by the Voting Stock or
the voting securities of such surviving entity
outstanding immediately after such merger or
consolidation, (ii) the sale, transfer or
disposition of all or substantially all of the
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Corporation's assets to any other corporation or
entity, or (iii) the dissolution or liquidation
of the Corporation.
For purposes of this Agreement, a Change in Control
approved by the Incumbent Board will be deemed a
"friendly acquisition" and a Change in Control not
approved by the Incumbent Board will be deemed a
"hostile acquisition."
(iii) AUTOMATICALLY IN ACCORDANCE WITH SUBSECTION 3(a).
In addition to the rights to terminate this Agreement as set
forth in subsections 3(b)(i) and 3(b)(ii), this Agreement may
also terminate automatically in accordance with subsection 3(a).
(iv) DISAGREEMENTS. Any disagreement concerning whether
there has been Just Cause for termination by Employer or Good
Reason for termination by Executive will be resolved by binding
arbitration in accordance with the provisions of Section 18 of
this Agreement.
(c) EFFECT OF TERMINATION. Upon termination of Executive's
employment with Employer:
(i) BY EMPLOYER FOR JUST CAUSE. Executive shall not be
entitled to receive payment of any salary, bonus, expenses, or
other benefits beyond the date of termination and, subject to
this subsection 3(c)(i) and Section 17, this Agreement shall
become null and void effective as of the date of termination and
Employer and Executive shall have no further obligation
hereunder toward the other except for the payment of salary,
bonus, expenses and benefits, if any, which have accrued but
remain unpaid prior to and as of the termination date.
(ii) BY EXECUTIVE FOR GOOD REASON.
(1) Executive shall be paid by Employer in a
lump sum within twenty (20) business days of such
termination, an amount which is equal to the sum of the
following:
(A) The amount equivalent to eighteen
(18) months (twenty-four (24) months if such
termination is pursuant to subsection
3(b)(ii)(10) and such Change in Control is
deemed a "friendly acquisition" or thirty-six
(36) months if such termination is pursuant to
subsection 3(b)(ii)(10) and such Change in
Control is deemed a "hostile acquisition"), Base
Cash Salary at the salary rate in effect for
Executive immediately prior to the effective
date of such termination (without regard to any
attempted reduction or discontinuance of such
salary); and
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(B) The amount equivalent to eighteen
(18) months (twenty-four (24) months if such
termination is pursuant to subsection
3(b)(ii)(10) and such Change in Control is
deemed a "friendly acquisition" or thirty-six
(36) months if such termination is pursuant to
subsection 3(b)(ii)(10) and such Change in
Control is deemed a "hostile acquisition"),
multiplied by the greater of (i) the monthly
rate of the bonus payment for the bonus period
in the year immediately prior to Executive's
termination date or (ii) the estimated amount of
the bonus for the period which includes
Executive's termination date (without regard to
any attempted reduction or discontinuance of
such bonus).
(2) In addition to such amount under subsection
3(c)(ii)(1) above, Executive shall also receive, (i) in
cash, the value of the incentive compensation
(including, but not limited to, employer contributions
to the Universal Electronics Inc. 401(k) and Profit
Sharing Plan) and (ii) the rights to receive grants of
stock options and stock awards to which she would have
been entitled under all incentive compensation and stock
option and stock award plans maintained by Employer if
Executive had remained in the employ of Employer for
eighteen (18) months (twenty-four (24) months if such
termination is pursuant to subsection 3(b)(ii)(10) and
such Change in Control is deemed a "friendly
acquisition" or thirty-six (36) months if such
termination is pursuant to subsection 3(b)(ii)(10) and
such Change in Control is deemed a "hostile
acquisition"), without regard to any attempted reduction
or discontinuance of such incentive compensation. The
amount of such payment and/or grants shall be determined
as of the date of termination and shall be paid and/or
issued as promptly as practicable and in no event later
than 30 days after such termination.
(3) Employer shall also maintain in full force
and effect for the Executive's continued benefit (and,
to the extent applicable, the continued benefit of her
dependents) all of the employee benefits (including, not
limited to, coverage under any medical and insurance
plans, programs or arrangements) to which she would have
been entitled under all employee benefit plans, programs
or arrangements maintained by Employer if Executive had
remained in the employ of Employer for eighteen (18)
months (twenty-four (24) months if such termination is
pursuant to subsection 3(b)(ii)(10) and such Change in
Control is deemed a "friendly acquisition" or thirty-six
(36) months if such termination is pursuant to
subsection 3(b)(ii)(10) and such Change in Control is
deemed a "hostile acquisition"), without regard to any
attempted reduction or discontinuance of such benefits,
or if such continuation is not possible under the terms
and provisions of such plans, programs or arrangements,
Employer shall arrange to provide benefits substantially
similar to those which Executive (and, to the extent
applicable,
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her dependents) would have been entitled to receive if
she had remained a participant in such plans, programs
or for such eighteen (18) month (twenty-four (24) months
if such termination is pursuant to subsection
3(b)(ii)(10) and such Change in Control is deemed a
"friendly acquisition" or thirty-six (36) months if such
termination is pursuant to subsection 3(b)(ii)(10) and
such Change in Control is deemed a "hostile
acquisition") period.
(4) Subject to this subsection 3(c)(ii) and
Section 17, this Agreement shall become null and void
effective as of the date of termination and Employer and
Executive shall have no further obligation hereunder
toward the other.
(iii) PURSUANT TO SUBSECTION 3(b)(iii). Executive
acknowledges and agrees that in the event that this Agreement
terminates in accordance with subsection 3(b)(iii), that
Employer and Executive shall have no further obligation
hereunder toward the other except for the payment of salary,
bonus, expenses and benefits, if any, which have accrued but
remain unpaid prior to and as of the termination date.
(iv) SUBMISSION OF RESIGNATIONS BY EXECUTIVE. Upon
termination of this Agreement by either Employer or Executive as
set forth herein and the receipt by Executive of (1) all cash
amounts due her as set forth herein and (2) a written
representation signed by an authorized representative of
Employer that all non-cash obligations of Employer as set forth
herein have been fulfilled or, as the case may be, have been
commenced, Executive shall immediately submit Executive's
resignation for any and all offices or directorships of Employer
and/or any and all subsidiaries and affiliates of Employer which
resignation shall have retroactive application and effect to
such termination date; provided however that during such time
period from the effective date of such termination to the date
Executive submits her resignation, Executive acknowledges and
agrees that she does not have authority to bind Employer to any
contracts or commitments and agrees not to create any obligation
for Employer or bind or attempt to bind Employer in any manner
whatsoever. Executive also acknowledges that she shall have no
supervisory or managerial responsibility or authority from and
after the effective date of her termination, regardless of
whether she submits the resignation or not, and agrees not to
involve herself in any activities of Employer, except as may be
requested by the an authorized officer of Employer.
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4. TOTAL COMPENSATION
While employed under this Agreement and in consideration of the services
to be rendered by Executive pursuant hereto, Executive shall receive the
following amounts/benefits as the sole and total compensation for the
performance of her duties and obligations under this Agreement:
(a) BASE CASH SALARY. A salary at the rate of Four Hundred
Thousand Dollars (US$400,000) per annum (the "Base Cash Salary"), which
shall be deemed to accrue from day to day, payable in accordance with
Employer's standard payroll practices and procedures;
(b) BONUS. A bonus calculated in accordance with the plans or
programs established by Employer from time to time payable in accordance
with Employer's standard payroll practices and procedures; provided that
any such bonuses whenever earned and paid shall be determined without
regard to any material gains and losses which occur outside of the scope
of Employer's ordinary operating business unless any such plans or
programs explicitly include such material gains and losses within the
determination of any such bonuses;
(c) STOCK OPTIONS. Stock options granted or stock awards in
accordance with the plans or programs established by Employer from time
to time;
(d) INCENTIVE COMPENSATION. Participation in Employer's
incentive compensation plans and/or programs, including, but not limited
to, receipt of employer contributions to the Universal Electronics Inc.
401(k) and Profit Sharing Plan and the right to receive stock awards and
to exercise stock options under Employer's various stock option plans
and/or such other plans and/or programs which are established from time
to time;
(e) BENEFITS. The benefits provided by Employer to its executive
employees generally, including without limitation, the benefits and
perquisites included under the Universal Electronics Inc. group family
health insurance program, which includes comprehensive medical
insurance, dental insurance, group disability, group life insurance, and
executive bonus (supplemental life); provided that the benefits provided
to Executive shall be no less extensive than that provided her
immediately prior to the date of this Agreement;
(f) VACATION. Four (4) weeks (twenty (20) working days) vacation
with pay, determined and carried over in accordance with the policies
and procedures set forth within Employer's policy manual in effect from
time to time which are equally applicable to all of Employer's executive
employees;
(g) OTHER PERQUISITES. Such other employee benefits and
perquisites that are provided by Employer to executives generally,
provided that the other perquisites provided to Executive shall be no
less extensive than the most extensive perquisites provided to any other
executive employee of the Employer;
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(h) D&O INSURANCE. Director and Officer Liability insurance in a
reasonably sufficient amount;
(i) DISCRETIONARY BONUS. Such other amounts of compensation
and/or bonus which is determined by Employer from time to time;
(j) REVIEWS. The total amount of compensation to be paid and/or
provided to Executive shall be reviewed by the Board of Directors, or
such committee thereof, of Employer as of the first day of each calendar
year while this Agreement is in force and effect. In no event shall such
review result in a reduction of the amount of Base Cash Salary paid
and/or provided to Executive hereunder.
5. ADJUSTMENTS IN CASE OF EXCESS PARACHUTE PAYMENTS
In the event that the aggregate present value (determined in accordance
with applicable federal, state and local income tax law, rules and regulations)
of all payments to be made and benefits to be provided to Executive under this
Agreement and/or under any other plan, program or arrangement maintained or
entered into by Employer or any of its subsidiaries shall result in "excess
parachute payments" to her within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), or any comparable provision of
successor legislation, which subject her to the Excise Tax under Section 4999 of
the Code or any comparable provision of successor legislation, Employer shall
pay to Executive an additional amount (the "gross-up payment") calculated so
that the net amount received by her after deduction of the Excise Tax and of all
federal, state and local income taxes upon the gross-up payment shall equal the
payments to be made and the benefits to be provided to her under this Agreement.
For purposes of determining the amount of the gross-up payment, Executive shall
be deemed to pay federal, state and local income taxes at the highest marginal
rates thereof in the calendar year in which the gross-up payment is to be made,
net of the maximum reduction in federal income taxes obtainable from deduction
of such state and local taxes. The computations required by this Section 5 shall
be made by the independent public accountants then regularly retained by
Employer, in consultation with tax counsel selected by and acceptable to
Executive. Employer shall pay all of its accountants' fees and the lesser of (i)
one-half of Executive's tax counsel's fees or (ii) $2,500.
6. REIMBURSEMENT FOR BUSINESS RELATED EXPENSES
Employer shall reimburse Executive for all reasonable expenses incurred
and paid by her in connection with Employer's business in accordance with
Employer's policy manual in effect from time to time.
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7. INTEREST
In the event any payment to Executive under this Agreement is not paid
within five (5) business days after it is due, such payment shall thereafter
bear interest at the prime rate from time to time in effect at Bank of America,
Los Angeles, California; provided however, that this provision shall not excuse
the timely payment of such sums required by this Agreement.
8. NOTICES
Written notices to be given under this Agreement shall be personally
delivered or sent by overnight courier (such as Federal Express, DHL or UPS and
the like) or by registered or certified mail, return receipt requested, to the
addresses set forth below:
To Employer:
Universal Electronics Inc.
6101 Gateway Drive
Cypress, California 90630
Attn.: Corporate Secretary
With a required copy to:
Universal Electronics Inc.
6101 Gateway Drive
Cypress, California 90630
Attn: The Board of Directors
To Executive:
Ms. Camille Jayne
At her last known address as reflected in Employer's records
9. SEVERABILITY
If any one or more of the provisions contained in this Agreement shall
be invalid, illegal or unenforceable in any respect under applicable law, the
validity, legality and enforceability of the remaining provisions contained
herein shall not, in any way, be ineffective or impaired thereby.
10. GOVERNING LAW
This Agreement shall be governed by the law of the state of California
without regard to the conflicts of laws provisions of the state of California.
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11. WAIVER
The failure of either party to insist in any one or more instances on
strict performance of any of this Agreement's provisions, or to exercise or
enforce any right, remedy or obligation under this Agreement, shall not be
construed as a waiver or relinquishment of any right, remedy or obligation, and
the right, remedy or obligation shall continue in full force and affect.
12. ENTIRE AGREEMENT AND MODIFICATION
This Agreement sets forth the entire agreement of the parties concerning
the employment of Executive by the Employer and any oral or written statements,
representations, agreements or understandings made or entered into prior to or
contemporaneously with the execution of this Agreement, including without
limitation that certain Executive Officer Amended Employment Agreement dated
March 24, 1999 , are hereby rescinded, revoked, and rendered null and void by
the parties. This Agreement may be modified only by a written instrument duly
executed by each party hereto.
13. ASSIGNMENT
This Agreement shall be binding upon the parties hereto, their
respective heirs, personal representatives, executors, administrators,
successors and assigns. Any such assignee or successor of Employer shall, within
ten (10) business days after receipt of a written request by Executive, send to
Executive its acknowledgment and agreement that such assignee or successor
expressly assumes all of Employer's obligations under this Agreement as if such
assignee or successor was the original employer and the term "Employer" as used
herein as include any such assignee or successor.
14. INTERPRETATION OF AGREEMENT
The parties have cooperated in the drafting and preparation of this
Agreement. Therefore, the parties hereto agree that, in any construction to be
made of the Agreement the same shall not be construed against any of the
parties. Each of the parties hereto has carefully read this Agreement and has
been given the opportunity to have it reviewed by legal counsel and negotiate
its terms.
15. SPECIFIC OBLIGATIONS OF THE EXECUTIVE
In addition to the general duties set forth herein, Executive shall use
her reasonable efforts for the benefit of Employer by whatever activities
Employer finds reasonably appropriate to maintain and improve Employer's
standing in the community generally and among current and prospective customers,
including such entertainment for professional purposes as Executive and Employer
mutually consider appropriate. Executive shall undertake business development
endeavors as reasonably directed by Employer.
16. NONDISCLOSURE AND NONAPPROPRIATION OF INFORMATION AND
NONCOMPETITION
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(a) Executive recognizes and acknowledges that while employed by
Employer, she has and will have access to, learn, be provided with and,
in some cases, prepare and create certain confidential, proprietary
business information and/or trade secrets for Employer, including, but
not limited to, lists, files and forms, (hereinafter collectively
referred to as the "trade secrets"), all of which are of substantial
value to Employer and its business. In this connection, Executive
expressly covenants and agrees, during her employment with Employer, to:
(i) Hold in a fiduciary capacity and not reveal,
communicate, use or cause to be used for her own benefit or
divulge any trade secrets, or other proprietary right now or
hereafter owned by the Employer;
(ii) Not sell, exchange or give away, or otherwise
dispose of any trade secrets now or hereafter owned by Employer,
whether the same shall or may have been originated or discovered
by Employer or otherwise;
(iii) Not reveal, divulge or make known to any person,
firm, corporation or other entity any trade secrets of Employer;
and
(iv) Not reveal, divulge or make known to any person
(other than her spouse, attorney and/or accountant), firm,
company or corporation any of the terms of this Agreement.
(b) To protect the legitimate business interests of Employer
from unfair competition by Employee and to protect its trade secrets,
Employee expressly covenants and agrees that during her employment with
Employer and continuing thereafter for a period of two (2) years,
Employee shall not, directly or indirectly:
(i) Solicit or endeavor to entice away from Employer
through the use of Employer's proprietary business information
and/or trade secrets, any person, firm, company or corporation
that, at the time Employee's employment with Employer ceased,
was doing business with Employer and accounted for ten percent
(10%) or more of Employer's gross revenue as determined by
Employer's book and records; or
(ii) Solicit for hire or hire as a result of such
solicitation, any key employee of Employer, except that
Executive may hire any such key employee so long as such hiring
was made as a result of a general solicitation of employment
through typical solicitation means, such as advertisements and
the like, or such solicitation was initiated by such key
employee.
(c) Executive further covenants and agrees to return to Employer
either before or immediately upon her termination of employment with
Employer any and all written
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information, material or equipment that constitutes, contains or relates
to Employer's proprietary information trade secrets and which relate to
Employer's business which are in Executive's possession, custody and
control, whether confidential or not, including any and all copies
thereof which may have been made by or for Executive. Executive shall
maintain no copies thereof after termination of her employment.
17. SURVIVAL OF OBLIGATIONS
In addition to those specific provisions of Section 3, which by their
express terms, survive the termination of this Agreement under certain
circumstances, the terms and conditions and obligations of the parties as
contained Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 shall
survive the termination of this Agreement and, notwithstanding such termination,
shall remain fully binding on the parties hereto.
18. ARBITRATION
Except for any claim or dispute in which equitable relief under this
Agreement is sought, any disagreement, dispute or controversy concerning whether
there has been Just Cause, Good Reason or breach of any of the terms of this
Agreement shall be settled exclusively and finally by arbitration. The
arbitration shall be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association in effect from time to time (the
"AAA Rules"). The arbitration shall be conducted in Los Angeles, California, or
in such other city as the parties to the dispute may designate by mutual
consent. The arbitral tribunal shall consist of three arbitrators (or such
lesser number as may be agreed upon by the parties) selected according to the
procedure set forth in the AAA Rules, with the chairman of the arbitral tribunal
selected in accordance with the AAA Rules. Except as otherwise set forth in this
Agreement, the fees and expenses of the arbitral tribunal in connection with
such arbitration shall be borne by the parties to the dispute as shall be
determined by the arbitral tribunal.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed the Agreement as of the
Effective Date of this Agreement.
Signed and acknowledged in UNIVERSAL ELECTRONICS INC.
the presence of:
By:
- ------------------------------------ ---------------------------------
Corporate Secretary An Authorized Member of the
Compensation Committee of the
Board of Directors
CAMILLE JAYNE
- ------------------------------ ------------------------------------
Signature
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