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EXHIBIT 10.30
EXECUTIVE OFFICER
EMPLOYMENT AGREEMENT
THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made
and entered into this 29th day of September 1998 by and between UNIVERSAL
ELECTRONICS INC. (the "Employer") and PAUL D. ARLING ("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, 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 has offered employment to
Executive as its President and Chief Operating Officer to 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, 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 Chief Executive Officer and/or
the Board of Directors of Employer; and
WHEREAS, Executive 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, 1998 (the "Effective Date of this Agreement"), Employer hereby
employs Executive and Executive hereby accepts employment with Employer.
2. TITLE, AUTHORITY AND DUTIES
(a) TITLE(S) AND POSITION(S). On the Effective Date of this
Agreement, Executive shall be employed in the position(s) of and shall
have the title(s) of President and Chief Operating Officer of Employer.
Until this
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Agreement is terminated as provided herein, Executive will continue to
occupy such position(s) and hold such title(s) 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, 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(s) as may be reasonably assigned to Executive from time to time
by the Chief Executive Officer of Employer and/or 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 his ability, exclusively
devote his 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 his 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 him if the rendering of such service would
interfere with the performance of his 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 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
his 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
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and shall continue through the end of business on September 30, 2000
(the "Initial Term"). Unless terminated by either party by giving the
other party written notice of an intent not to renew this Agreement at
least one hundred twenty (120) days prior to the end of the Initial Term
or any successive one (1) year term, this Agreement shall automatically
extend for one (1) additional year after the Initial Term and then again
for a one (1) year term after each successive year.
(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 him 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 his 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 him, 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.
(ii) BY EXECUTIVE FOR GOOD REASON. Executive may
terminate his 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
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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);
(2) The attempted discontinuance or reduction in
Executive's bonuses and/or incentive compensation award
opportunities under plans or programs applicable to him,
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 him,
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
him during his 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 his then current office location;
or
(6) The significant reduction in Executive's
responsibilities and status within the Employer or
change in his 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
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sale, transfer or disposition of all or
substantially all of the Corporation's assets to
any other corporation or entity, or (iii) the
dissolution or liquidation of the Corporation.
(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), Section 17, and Executive's agreement
to repay, without set off, all amounts due Employer for monies
loaned Executive as set forth in Section 19, 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 salary
payments for eighteen (18) months (twenty-four
(24) months if such termination is pursuant to
subsection 3(b)(ii)(10)), at that rate of pay
which is not less than Executive's rate of Base
Cash Salary in effect immediately prior to the
effective date of such termination (without
regard to any attempted reduction or
discontinuance of such salary); and
(B) The amount equivalent to eighteen
(18) months (twenty-four (24) months if such
termination is pursuant to subsection
3(b)(ii)(10)), multiplied by the greater of (i)
the monthly
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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 he 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)),
(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 he 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)), (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, his dependents) would have been
entitled to receive if he 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)) period.
(4) Subject to this subsection 3(c)(ii), Section
17, and Executive's agreement to repay, without set off,
all amounts due Employer for monies loaned Executive as
set forth in Section 19, 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.
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(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 (1) 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, (2) as
set forth in Section 17, and (3) for Executive's agreement to
repay, without set off, all amounts due Employer for monies
loaned Executive as set forth in Section 19.
(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 him 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 his resignation, Executive acknowledges and
agrees that he 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 he shall have no
supervisory or managerial responsibility or authority from and
after the effective date of his termination, regardless of
whether he submits the resignation or not, and agrees not to
involve himself in any activities of Employer, except as may be
requested by the an authorized officer of Employer.
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 his duties and obligations under this Agreement:
(a) BASE CASH SALARY. A salary at the rate of Two Hundred
Twenty-Five Thousand Dollars (US$225,000) 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; provided that the
bonus for the 1998 calendar
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year shall be calculated in accordance with the Bonus Plans attached
hereto as Exhibit A, payable in accordance with Employer's standard
payroll practices and procedures; and provided further, 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; provided that the stock options and/or stock awards granted for
the 1998 calendar year shall be determined in accordance with the Stock
Option Plans attached hereto as Exhibit B;
(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 the Universal Electronics Inc. 1993
Stock Incentive Plan, the Universal Electronics Inc. 1995 Stock
Incentive Plan, the Universal Electronics Inc. 1996 Stock Incentive
Plan, the Universal Electronics Inc. 1998 Stock Incentive Plan, the
Salaried Employee Cash Incentive Program, and 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 him
immediately prior to the date of this Agreement;
(f) VACATION. Three (3) weeks (fifteen (15) 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 which 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;
(h) D&O INSURANCE. Director and Officer Liability insurance in a
reasonably sufficient amount;
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(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 or discontinuance of the amount of
compensation paid and/or provided to Executive hereunder except if such
reduction or discontinuance occurs by reason of law or loss of tax
deductibility to the Employer with respect to the contributions to such
plans, or are discontinued as a matter of the Employer's policy applied
equally to all participants.
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 him 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 him 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 him 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 him 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 him in connection with Employer's business in accordance with
Employer's policy manual in effect from time to time.
7. INTEREST
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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:
Mr. Paul D. Arling
At his 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
and not the law of conflicts of the state of California.
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
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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, together with that certain Non-Interest Bearing
Unsecured Promissory Note, described more fully in Section 19 of 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 are hereby rescinded, revoked, and rendered
null and void by the parties. The parties hereto further acknowledge and agree
that the terms of that certain Memorandum dated September 14, 1998 have been
incorporated in this Agreement and such Memorandum has been superseded by this
Agreement and therefore, is hereby terminated in its entirety and shall be of no
further force and effect. 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
his 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
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(a) Executive recognizes and acknowledges that while employed by
Employer, he 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 his employment with Employer and
continuing thereafter, to:
(i) Hold in a fiduciary capacity and not reveal,
communicate, use or cause to be used for his 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;
(iv) Not reveal, divulge or make known to any person
(other than his spouse, attorney and/or accountant), firm,
company or corporation any of the terms of this Agreement;
(v) Not solicit, interfere with or endeavor to entice
away from Employer any person, firm, company or corporation in
the habit of dealing with Employer; and
(vi) Not interfere with or solicit for hire or hire any
other executive employee of Employer.
(b) Executive further covenants and agrees to return to Employer
either before or immediately upon his termination of employment with
Employer any and all written 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 his 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
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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. RELOCATION LOAN MADE TO EXECUTIVE
Within five (5) business days after the Effective Date of this
Agreement, 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 Non-Interest Bearing Unsecured 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. Such loan is in addition to all amounts to be paid and/or reimbursed
to Executive pursuant to Employer's Executive Relocation Policy.
IN WITNESS WHEREOF, the parties have executed the Agreement as of this
29th day of September, 1998
Signed and acknowledged in UNIVERSAL ELECTRONICS INC.
the presence of:
By:
- - ---------------------------------- --------------------------------------
Its:
-------------------------------------
PAUL D. ARLING
- - ---------------------------------- -----------------------------------------
Signature
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EXHIBIT A
BONUS PLAN
PURSUANT TO SECTION 4(b) FOR 1998
EPS at $0.80 bonus of 15% of Base Cash Salary or $ 33,750
EPS at $0.85 bonus of 30% of Base Cash Salary or $ 67,500
EPS at $0.90 bonus of 40% of Base Cash Salary or $ 90,000
EPS at $0.95 bonus of 45% of Base Cash Salary or $101,250
EPS at $1.00 bonus of 50% of Base Cash Salary or $112,500
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EXHIBIT B
STOCK OPTION AWARD
PURSUANT TO SECTION 4(c) FOR 1998
Options to acquire up to 80,000 shares of the common stock of Employer with an
exercise price determined as market price at the end of business on the
Effective Date of this Agreement. These options shall vest at a rate of 25% per
year for four years, but all in accordance with the terms and conditions of the
Stock Option Agreement and Stock Option Plans of Employer.
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EXHIBIT C
FORM OF PROMISSORY NOTE
PURSUANT TO SECTION 19
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