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Preview Full Doc	2001	Agreement Agreement (3K) Doc #289989: Click preview link for longer preview. AGREEMENT THIS AGREEMENT is entered into this 1st day of August 2001 by and between Universal Electronics Inc., a Delaware corporation ("UEI") and Camille Jayne, a California resident ("Jayne"). WHEREAS, UEI and Jayne are each parties to that certain Executive Officer Employment Agreement dated August , 2000 (the "Employment Agreement") by which Jayne is employed by UEI as its Executive Chairman of the Board; and WHEREAS, that parties wish to mutually terminate Jayne's employment with UEI. . . . 289989	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Agreement: Universal Electronics Inc – EXHIBIT 10.46 {TEXT} {PAGE} EXHIBIT 10.46 AGREEMENT THIS AGREEMENT is entered into this 1st day of August 2001 by and between Universal Electronics Inc ., a Delaware corporation ("UEI") and Camille Jayne, a California resident ("Jayne"). WHEREAS, UEI and Jayne are each parties to that certain Executive _____________ UNIVERSAL ELECTRONICS INC – state's choice of laws provisions. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. UNIVERSAL ELECTRONICS INC . /s/ CAMILLE JAYNE 7-17-01 /s/ PAUL D. ARLING --------------------------- --------------------------------------- Camille Jayne Paul D. Arling, Chief Executive Officer {/TEXT} {/DOCUMENT} _____________ dt 248443
Preview Full Doc	1999	Agreement for Purchase and Sale Agreement for Purchase and Sale (162K) Doc #109167: Click preview link for longer preview. AGREEMENT FOR PURCHASE AND SALE OF PROPERTY THIS AGREEMENT is made and entered into as of this 29th day of May, 1998, by and between UNIVERSAL ELECTRONICS INC., a Delaware corporation ("Seller"), and DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Buyer"). WITNESSETH THAT: WHEREAS, Buyer wishes to purchase, and Seller wishes to sell, the Property (as hereinafter defined), but only upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the Earnest Money, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: Section 1. Definitions and Exhibits. 1.1 Definitions. For purposes of this Agreement, each of the following terms, when used herein with an initial capital letter, shall have the meaning ascribed to it as follows: 1.1.1 Agreement. This Agreement for Purchase and Sale of Property. 1.1.2 [Intentionally Omitted] 1.1.3 Building. A building containing approximately 64,432 square feet located at 1864 Enterprise Parkway in Twinsburg, Ohio. 1.1.4 Closing. The closing and consummation of the purchase and sale of the Property pursuant hereto. 1.1.5 Closing Date. The date on which the Closing occurs as provided in Section 11.1 hereof. 1.1.6 Confidential Information. The confidential information described in Section 6.1 hereof. 1.1.7 Contract Date. The date upon which this Agreement shall be deemed effective, which shall be the date first above written. 1.1.8 Deed. The General Warranty Deed to be executed by Seller in the form attached hereto as Exhibit J. {PAGE} 2 1.1.9 Earnest Money. The amount deposited by Buyer in escrow with Escrow Agent as earnest money pursuant to the terms and conditions of Section 3 hereof, together with any interest earned thereon. 1.1.10 Environmental Laws. Any applicable statute, code, enactment, ordinance, rule, regulation, permit, consent, approval, authorization, license, judgment, order, writ, common law rule (including without limitation the common law respecting nuisance and tortious liability), decree, injunction, or other requirement having the force and effect of law, whether local, state, territorial or national, at any time in force or effect relating to: (i) Emissions, discharges, spills, releases or threatened releases of Hazardous Substances into ambient air, surface water, ground water, watercourses, publicly or privately owned treatment works, drains, sewer systems, wetlands, septic systems or onto land; (ii) The use, treatment, storage, disposal, handling, manufacturing, transportation or shipment of Hazardous Substances; (iii) The regulation of storage tanks; or (iv) Otherwise relating to pollution or the protection of human health or the environment. 1.1.11 Escrow Agent. Land Title Agency, Inc., as agent for First American Title Insurance Company, and which is acting as Escrow Agent pursuant to the terms and conditions of the Escrow Agreement and Section 3 hereof. 1.1.12 Escrow Agreement. That certain Escrow Agreement of even date herewith among Seller, Buyer and Escrow Agent referred to in Section 3 hereof and attached hereto as Exhibit A and by this reference made a part hereof. 1.1.13 Hazardous Substances. All substances, wastes, pollutants, contaminants and materials regulated, or defined or designated as hazardous, extremely or imminently hazardous, dangerous, or toxic, under the following federal statutes and their state counterparts, as well as these statutes' implementing regulations: the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Sections 136 et seq., the Atomic Energy Act, 42 U.S.C. Sections 2011 et seq, and the Hazardous Materials Transportation Act, 42 U.S.C. Sections 1801 et seq.; petroleum and petroleum products including crude oil and any fractions thereof, asbestos; and Natural gas, synthetic gas, and any mixtures thereof. 1.1.14 [Intentionally Omitted] 1.1.15 [Intentionally Omitted] 1.1.16 Improvements. The Building and any other buildings, structures and improvements located upon the Land, including Seller's interest in all systems, facilities, fixtures, machinery, equipment and conduits to provide fire protection, security, heat, exhaust, ventilation, air conditioning, electrical power, light, plumbing, refrigeration, gas, sewer and water thereto (including all replacements or additions thereto between the date hereof and the Closing Date). 109167	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Agreement for Purchase and Sale: UNIVERSAL ELECTRONICS INC – PURCHASE AND SALE OF PROPERTY THIS AGREEMENT is made and entered into as of this 29th day of May, 1998, by and between UNIVERSAL ELECTRONICS INC ., a Delaware corporation ("Seller"), and DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Buyer"). WITNESSETH THAT: WHEREAS, Buyer wishes to purchase, and _____________ Universal Electronics Inc – confirmation to the addresses set out below or at such other addresses as are specified by written notice delivered in accordance herewith: SELLER: Universal Electronics Inc . Attn: Paul Arling 1864 Enterprise Parkway Twinsburg, OH 44087 Phone: (216)487-1110 Fax: (216) 963-7652 BUYER: Duke Realty Limited Partnership _____________ UNIVERSAL ELECTRONICS INC – this Agreement to be executed and sealed by its duly authorized signatory, effective as of the day and year first above written. SELLER: UNIVERSAL ELECTRONICS INC ., a Delaware corporation By: /s/ PAUL ARLING ------------------------------------ Printed: PAUL ARLING -------------------------------- Title: CHIEF FINANCIAL OFFICER BUYER: DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited _____________ dt 222163 ;	Duke Realty Duke Realty Corp. ( Real Estate ) As referenced in this Agreement for Purchase and Sale: DUKE REALTY – made and entered into as of this 29th day of May, 1998, by and between UNIVERSAL ELECTRONICS INC., a Delaware corporation ("Seller"), and DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Buyer"). WITNESSETH THAT: WHEREAS, Buyer wishes to purchase, and Seller wishes to sell, the Property (as hereinafter _____________ Duke Realty – herewith: SELLER: Universal Electronics Inc. Attn: Paul Arling 1864 Enterprise Parkway Twinsburg, OH 44087 Phone: (216)487-1110 Fax: (216) 963-7652 BUYER: Duke Realty Limited Partnership Attn: Peter N. Anderson 8888 Keystone Crossing, Suite 1200 Indianapolis, IN 46240 Phone: (317) 574-3520 Fax: (317) 574-3509 With _____________ DUKE REALTY – year first above written. SELLER: UNIVERSAL ELECTRONICS INC., a Delaware corporation By: /s/ PAUL ARLING ------------------------------------ Printed: PAUL ARLING -------------------------------- Title: CHIEF FINANCIAL OFFICER BUYER: DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership By: Duke Realty Investments, Inc., an Indiana corporation, as general partner By: /s/ PETER N. ANDERSON ----------------------------------- Peter _____________ Duke Realty – Delaware corporation By: /s/ PAUL ARLING ------------------------------------ Printed: PAUL ARLING -------------------------------- Title: CHIEF FINANCIAL OFFICER BUYER: DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership By: Duke Realty Investments, Inc., an Indiana corporation, as general partner By: /s/ PETER N. ANDERSON ----------------------------------- Peter N. Anderson, Assistant Vice President Acquisitions 22 {PAGE} 23 _____________ DUKE REALTY – A ESCROW AGREEMENT THIS AGREEMENT is made and entered into this _ day of 199__, by and among ________________________________________________ a(n) ("Seller"), and DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Buyer"), and _____________________________("Escrow Agent"). WHEREAS, Seller and Buyer have entered into that certain Agreement for Purchase _____________ dt 111723
Preview Full Doc	1999	Asset Purchase Agreement Asset Purchase Agreement (107K) Doc #109164: Click preview link for longer preview. Exhibit-2.1 {SEQUENCE}2 {DESCRIPTION}ASSET PURCHASE AGREEMENT {PAGE} 1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of September 1, 1998, by and among UNIVERSAL ELECTRONICS INC., a Delaware corporation ("Buyer"), H & S MANAGEMENT CORP., an Colorado corporation ("Seller"), and J. C. SPARKMAN ("Sparkman") and Steven Helbig ("Helbig"). WITNESSETH: WHEREAS, Buyer is engaged in the business of developing and manufacturing and/or maintaining (a) certain electronic products that emit, via infra-red and other methods, pulse codes which can be used to operate original equipment manufacturer ("OEM") device(s) (such as televisions, video cassette recorders, cable and satellite set-top boxes, home theater systems, and the like), including, without limitation, a battery-operated, hand-held remote control (the "Remote Control"), (b) software to operate the Remote Control which can be used to operate OEM device(s), electronic device(s) for the "home bus" market (as defined by the Electronics Industry Association) and integrated system digital networks ("ISDN"), electronic device(s) for use in the receipt and/or transmission of data and/or software over multiple media, and other derivations of such device(s) (the "Software"), and (c) a library of the devices' pulse codes and such updates, enhancements and new releases of such library as Buyer may from time to time develop (the "Database"); and WHEREAS, Seller is engaged in the business of designing, developing, manufacturing, selling and distributing a battery-operated, hand-held remote control similar to the Remote Control (the "H&S Remote Control") (the business shall hereinafter be referred to as the "H&S Remote Control Business"); and WHEREAS, Seller is willing to sell to Buyer and Buyer is willing to acquire from Seller, all of the assets which are used and useful in Seller's H&S Remote Control Business, including without limitation the H&S Remote Control, all upon the terms and conditions as more fully set forth in this Agreement; and WHEREAS, Buyer's acquisition of such assets is further conditioned upon Sparkman's and Helbig's agreements to not compete with Buyer, all as more fully set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the undersigned parties agree as follows; 1. SALE OF ASSETS. Subject to the terms and conditions of this Agreement, Seller shall, on the Closing Date referred to below, sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase from Seller and take possession of the following assets of the H&S Remote {PAGE} 2 Control Business, wherever located, each of which are owned by Seller as of the Closing Date and are used and/or useful in the H&S Remote Control Business (all of the assets referred to below are referred to herein as the "H&S Remote Control Assets"): (a) INVENTORY. All inventory, including, without limitation, that inventory listed or referred to on Schedule 1(a) attached hereto and incorporated herein by reference (the "Inventory"). (b) ORDERS/WORK IN PROCESS. All unfilled or partly filled orders on hand and all work in process, transferable insurance policies, and customer contracts each of which is listed or referred to in Schedule 1(b) attached hereto and incorporated herein by reference, provided that Buyer has prior to Closing Date, approved and accepted each of the foregoing. In the event Buyer, in its discretion, elects not to accept any of the foregoing, Seller shall retain them for disposition outside the terms this Agreement. (c) TOOLING. All of the tooling, without limitation, those tooling listed or referred to on Schedule 1(c) attached hereto and incorporated herein by reference (the "Tooling"). (d) EQUIPMENT. All of the equipment listed or referred to on Schedule 1(d) attached hereto and incorporated herein by reference (the "Equipment"). (e) ARTWORK. All original artwork used or useful in the creation, development, or printing of pamphlets, brochures, catalogues, or similar items, including without limitation, all paste-ups, separations, and similar such items, (the "Artwork"). (f) SUPPLIES. All supplies including, without limitation, paper, envelopes, boxes, invoices, purchase orders, pamphlets, brochures, catalogues, and other supplies and sales materials (the "Supplies"). (g) CONTRACT RIGHTS. All the right, title and interest of Seller in and to all contracts of Seller, including, without limitation, the contract rights listed or referred to in Schedule 1(g) attached hereto and incorporated herein by reference (the "Contract Rights"). 109164	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Asset Purchase Agreement: UNIVERSAL ELECTRONICS INC – 1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of September 1, 1998, by and among UNIVERSAL ELECTRONICS INC ., a Delaware corporation ("Buyer"), H & S MANAGEMENT CORP., an Colorado corporation ("Seller"), and J. C. SPARKMAN ("Sparkman") and Steven Helbig ("Helbig"). WITNESSETH: _____________ Universal Electronics Inc – C. Sparkman 2530 South Dudley Street Lakewood, Colorado 80227 Facsimile No. (303) 984-1427 Telephone No.: (303) 980-5497 (b) If to Buyer: Universal Electronics Inc . 6101 Gateway Drive Cypress, California 90630 Attention: President Facsimile No.: (714) 820-1010 Telephone No.: (714) 820-1000 With a Required Copy _____________ Universal Electronics Inc – 6101 Gateway Drive Cypress, California 90630 Attention: President Facsimile No.: (714) 820-1010 Telephone No.: (714) 820-1000 With a Required Copy to: Universal Electronics Inc . 24 {PAGE} 25 6101 Gateway Drive Cypress, California 90630 Attention: General Counsel Facsimile No.: (714) 820-1010 Telephone No.: (714) 820-1000 _____________ UNIVERSAL ELECTRONICS INC – WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. UNIVERSAL ELECTRONICS INC ., a Delaware corporation By: -------------------------------------- Camille Jayne, President ATTEST: - ---------------------------------- Its Secretary H & S Management Corp., a Colorado corporation By: -------------------------------------- J.C. Sparkman, ------------------------ ATTEST: - ---------------------------------- _____________ Universal Electronics Inc – Colorado resident ("Helbig") (individually, each of H&S, Sparkman and Helbig is referred to herein as a "Covenantee", and collectively, the "Covenantees"), and Universal Electronics Inc ., a Delaware corporation ("UEI"). W I T N E S S E T H: WHEREAS, Covenantees and UEI have entered into a _____________ dt 222160
Preview Full Doc	2009	Asset Purchase Agreement Asset Purchase Agreement (202K) Doc #3700994: Click preview link for longer preview. 3700994	UEI Universal Electronics Inc. ( Audio & Video Equipment )
Preview Full Doc	2002	Business Loan Agreement Business Loan Agreement (72K) Doc #289985: Click preview link for longer preview. BUSINESS LOAN AGREEMENT This Agreement dated as of April 1, 2002, is between Bank of America, N.A. (the "Bank") and Universal Electronics, Inc., a Delaware corporation (the "Borrower"). 1.1 Line of Credit Amount. (a) During the availability period described below, the Bank will provide a line of credit to the Borrower. The amount of the line of credit (the "Commitment") is Fifteen Million Dollars ($15,000,000.00). (b) This is a revolving line of credit . . . 289985	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Business Loan Agreement: Universal Electronics, Inc – 10.1 BUSINESS LOAN AGREEMENT This Agreement dated as of April 1, 2002, is between Bank of America, N.A. (the "Bank") and Universal Electronics, Inc ., a Delaware corporation (the "Borrower"). 1.1 Line of Credit Amount. (a) During the availability period described below, the Bank will provide _____________ Universal Electronics, Inc – this Agreement. This Agreement is executed as of the date stated at the top of the first page. Bank of America, N.A. Universal Electronics, Inc . By By --------------------------------- --------------------------------- Typed Name: Cynthia Goodfellow Typed Name: Mark Belzowski Title: Vice President Title: Chief Financial Officer Address where notices to Address _____________ dt 248458 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Business Loan Agreement: Bank of America, N.A. – txt {DESCRIPTION}EXHIBIT 10.1 {TEXT} {PAGE} EXHIBIT 10.1 BUSINESS LOAN AGREEMENT This Agreement dated as of April 1, 2002, is between Bank of America, N.A. (the "Bank") and Universal Electronics, Inc., a Delaware corporation (the "Borrower"). 1.1 Line of Credit Amount. (a) During the availability period _____________ Bank of America, N.A. – deemed to be outstanding under this Agreement. This Agreement is executed as of the date stated at the top of the first page. Bank of America, N.A. Universal Electronics, Inc. By By --------------------------------- --------------------------------- Typed Name: Cynthia Goodfellow Typed Name: Mark Belzowski Title: Vice President Title: Chief Financial Officer Address where _____________ dt 235141 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Business Loan Agreement: Bank of New York – the rate set forth in the weekly statistical release designated a H.15(519), or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, "H.15(519)" on the preceding banking day opposite the caption "Federal Funds (Effective)"; or for any relevant _____________ dt 236092
Preview Full Doc	1999	Executive Officer Employment Agreement Executive Officer Employment Agreement (40K) Doc #109165: Click preview link for longer preview. EXECUTIVE OFFICER EMPLOYMENT AGREEMENT THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 29th day of January 1998 by and between UNIVERSAL ELECTRONICS INC. (the "Employer") and CAMILLE JAYNE ("Executive"). RECITALS: WHEREAS, the Employer is presently headquartered in Twinsburg, Ohio, but has the present intention of relocating its headquarters to its Cypress, California facility during 1998, 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 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 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, Employer hereby employs Executive and Executive hereby accepts employment with Employer. 2. TITLE, AUTHORITY AND DUTIES (a) TITLE(S) AND POSITION(S). At the commencement 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 Agreement is terminated as provided herein, 109165	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Executive Officer Employment Agreement: UNIVERSAL ELECTRONICS INC – EMPLOYMENT AGREEMENT THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 29th day of January 1998 by and between UNIVERSAL ELECTRONICS INC . (the "Employer") and CAMILLE JAYNE ("Executive"). RECITALS: WHEREAS, the Employer is presently headquartered in Twinsburg, Ohio, but has the present intention of _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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 . 7 {PAGE} 8 1993 Stock Incentive Plan, the Universal Electronics Inc. 1995 Stock Incentive Plan, the Universal Electronics Inc. 1996 Stock Incentive _____________ Universal Electronics Inc – right to receive stock awards and to exercise stock options under the Universal Electronics Inc. 7 {PAGE} 8 1993 Stock Incentive Plan, the Universal Electronics Inc . 1995 Stock Incentive Plan, the Universal Electronics Inc. 1996 Stock Incentive Plan, the Salaried Employee Cash Incentive Program, and such other plans _____________ dt 222161 ;	Camille Jayne
Preview Full Doc	1999	Executive Officer Employment Agreement Executive Officer Employment Agreement (46K) Doc #109172: Click preview link for longer preview. 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 109172	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Executive Officer Employment Agreement: UNIVERSAL ELECTRONICS INC – 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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 _____________ dt 222166 ;	Paul D. Arling
Preview Full Doc	2004	Code of Conduct Code of Conduct (35K) Doc #289967: Click preview link for longer preview. UNIVERSAL ELECTRONICS INC. CODE OF CONDUCT LETTER FROM PAUL D. ARLING CHAIRMAN AND CHIEF EXECUTIVE OFFICER To our employees: The success of Universal Electronics is built on our reputation for integrity and excellence, not just of our products, but also on the way in which we conduct ourselves. We share and uphold a common set of ethical values and objectives, the core of which is our commitment to doing the "right thing," even though it may not be . . . 289967	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Code of Conduct: UNIVERSAL ELECTRONICS INC – {DOCUMENT} {TYPE}EX-14.1 {SEQUENCE}5 {FILENAME}a97327exv14w1.txt {DESCRIPTION}EXHIBIT 14.1 {TEXT} {PAGE} Exhibit 14.1 UNIVERSAL ELECTRONICS INC . CODE OF CONDUCT LETTER FROM PAUL D. ARLING CHAIRMAN AND CHIEF EXECUTIVE OFFICER To our employees: The success of Universal Electronics is _____________ UNIVERSAL ELECTRONICS INC – the Code carefully. Compliance with its provisions is critical to our success. Sincerely, Paul D. Arling Chairman and Chief Executive Officer 92 {PAGE} UNIVERSAL ELECTRONICS INC . CODE OF CONDUCT I. APPLICATION OF THE CODE AND THE COMPANY'S POLICIES The Board of Directors of Universal Electronics Inc. has _____________ Universal Electronics Inc – 92 {PAGE} UNIVERSAL ELECTRONICS INC. CODE OF CONDUCT I. APPLICATION OF THE CODE AND THE COMPANY'S POLICIES The Board of Directors of Universal Electronics Inc . has adopted the following Code of Conduct as part of its commitment to integrity, honesty, and compliance with law and with the _____________ Universal Electronics Inc – provides means of reporting unethical conduct that violates this Code. Certain terms are used throughout this Code. "Universal" or the "Company" refers to Universal Electronics Inc ., and all of its subsidiaries, regardless of their location around the world. "Code" refers to this Code of Conduct. "Associates" refers to _____________ dt 248423
Preview Full Doc	1999	Consulting Agreement Consulting Agreement (21K) Doc #109171: Click preview link for longer preview. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), made and entered into this __ day of ____________, 1998 by and between Universal Electronics Inc., a Delaware corporation ("UEI") and J. C. Sparkman, a Colorado resident residing at 2530 South Dudley Street, Lakewood, Colorado 80227 (ASparkman@). WHEREAS, UEI is engaged in the business of developing and manufacturing and/or maintaining (a) certain electronic products that emit, via infra-red and other methods, pulse codes which can be used to operate original equipment manufacturer ("OEM") device(s) (such as televisions, video cassette recorders, cable and satellite set-top boxes, home theater systems, and the like), including, without limitation, a battery-operated, hand-held remote control (the "Remote Control"), (b) software to operate the Remote Control which can be used to operate OEM device(s), electronic device(s) for the "home bus" market (as defined by the Electronics Industry Association) and integrated system digital networks ("ISDN"), electronic device(s) for use in the receipt and/or transmission of data and/or software over multiple media, and other derivations of such device(s) (the "Software"), and (c) a library of the devices' pulse codes and such updates, enhancements and new releases of such library as UEI may from time to time develop (the "Database"); and WHEREAS, the parties hereto (along with others) have entered into an Asset Purchase Agreement of even date herewith and all other documents and instruments executed in connection therewith (the "Asset Purchase Documents") wherein UEI acquired the H&S Remote Control Assets which were used and useful in the operation of the H&S Remote Control Business (as such terms are defined within the Asset Purchase Documents); and WHEREAS, Sparkman has expertise in and has intimate knowledge of the H&S Remote Control Business and the H&S Remote Control Assets which have been acquired by UEI and has knowledge of the general requirements of UEI's business; and WHEREAS, Sparkman and UEI each agree to retain Sparkman as a consultant to UEI upon the terms and conditions set forth herein; THEREFORE, the parties intending to be legally bound, agree as follows: 1. CONSULTING SERVICES. Commencing on the first business day following the closing of the acquisition of the H&S Remote Control Assets by UEI pursuant to the Asset Purchase Documents, and for a period of two (2) years thereafter, unless sooner terminated in accordance with the terms hereof (the "Consulting Period"), Sparkman agrees to provide his services as UEI shall deem reasonably necessary, to advise and consult with UEI in areas relating to the UEI business. Such services shall also include being available for advice and counsel to UEI from time to time by telephone, letter or in person. Each of the services listed above or elsewhere in this Agreement shall be provided by Sparkman to the satisfaction of UEI, subject to the following conditions: 109171	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Consulting Agreement: Universal Electronics Inc – EXHIBIT 10.29 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), made and entered into this __ day of ____________, 1998 by and between Universal Electronics Inc ., a Delaware corporation ("UEI") and J. C. Sparkman, a Colorado resident residing at 2530 South Dudley Street, Lakewood, Colorado 80227 (ASparkman@). WHEREAS, _____________ Universal Electronics Inc – 2530 South Dudley Street Lakewood, Colorado 80227 Facsimile No.: (303) 984-1427 Telephone No.: (303) 980-5497 If to UEI: Ms. Camille Jayne Universal Electronics Inc . 6101 Gateway Drive Cypress, California 90630 Facsimile No.: (714) 820-1010 Telephone No.: (714) 820-1000 With a required copy to be _____________ Universal Electronics Inc – Gateway Drive Cypress, California 90630 Facsimile No.: (714) 820-1010 Telephone No.: (714) 820-1000 With a required copy to be sent to: Universal Electronics Inc . 6101 Gateway Drive Cypress, California 90630 Attn.: General Counsel Facsimile No.: (714) 820-1010 Telephone No.: (714) 820-1000 or to such _____________ UNIVERSAL ELECTRONICS INC – one in the same agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. J. C. SPARKMAN UNIVERSAL ELECTRONICS INC . By: - ---------------------------------- -------------------------------------- Camille Jayne, President and Chief Executive Officer 7 _____________ dt 222165 ;	J. C. Sparkman
Preview Full Doc	2003	Consulting Agreement Consulting Agreement (20K) Doc #289975: Click preview link for longer preview. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), made and entered into this 7th day of October, 2003, by and between Jerry Bardin, a California resident ("Consultant"), and Universal Electronics Inc., a Delaware Corporation ("UEI"). WHEREAS, UEI is engaged in the business of (i) developing software, and building and marketing pre-programmed, easy-to-use wireless control devices and chips principally for home entertainment equipment and the subscription broadcast market, including without . . . 289975	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Consulting Agreement: Universal Electronics Inc – AGREEMENT (the "Agreement"), made and entered into this 7th day of October, 2003, by and between Jerry Bardin, a California resident ("Consultant"), and Universal Electronics Inc ., a Delaware Corporation ("UEI"). WHEREAS, UEI is engaged in the business of (i) developing software, and building and marketing pre-programmed, easy- _____________ Universal Electronics Inc – address as shown on the book and Records of UEI. If to UEI: Richard A. Firehammer, Jr. Senior Vice President and General Counsel Universal Electronics Inc . 8190 Carrington Place Bainbridge Township, Ohio 44023 Facsimile No.: (440) 708-0721 Telephone No.: (440) 708-0720 or to such address(es) _____________ UNIVERSAL ELECTRONICS INC – es) set forth herein. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. CONSULTANT: UEI: JERRY BARDIN UNIVERSAL ELECTRONICS INC . By:___________________________ By:______________________________________ Jerry Bardin Robert P. Lilleness, President and COO 7 {/TEXT} {/DOCUMENT} _____________ dt 248431
Preview Full Doc	2001	Consulting Agreement Consulting Agreement (25K) Doc #289990: Click preview link for longer preview. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of this 1st day of August, 2001 ("Effective Date") by and between Jayne & Associates, a California corporation ("Consultant"), and Universal Electronics Inc., a Delaware Corporation ("UEI"). RECITALS (A) UEI is engaged in the business of (i) developing software and building and marketing pre-programmed, easy-to-use wireless control devices and chips principally for home entertainment equipment and the subscription broadcast market, including without limitation, remote control devices, combination keyboard/remotes and touch-screen remotes, (ii) licensing its patented technologies and database of infrared codes to companies selling into the cable and satellite industries and to original equipment manufacturers and (iii) selling its universal remote control products to distributors and retailers in Europe, Asia, South America and Australia under the One For All(R) brand name ("UEI Business"). (B) Consultant's President and Chief Executive Officer, Camille Jayne ("C.J.") was UEI's former Executive Chairman of the Board and is a current member of UEI's Board of Directors and has expertise in and has intimate knowledge of UEI's Business. (C) UEI and Consultant desire to agree on the availability of Consultant to UEI for the rendition of consulting services by Consultant to UEI from and after the Effective Date on the terms and conditions herein contained. It is not the intention of the parties to restrict the activities of Consultant or C.J. in any of its endeavors or enterprises as long as such activities are not directly competitive with the UEI Business. THEREFORE, the parties, intending to be legally bound, and for the good and valuable consideration, the adequacy of which is hereby recognized by the parties agree as follows: 1. INCORPORATION. The recitals set forth above and any Exhibits hereto are incorporated herein by this reference. 2. DEFINITIONS. (a) "Invention" shall mean any invention, discovery or improvement (including, without limitation, any technology, test, concept, idea, operation, product, process, method, formula, computer program or flowchart or software or firmware, data bases, technique or improvement thereof), related to a service or product of UEI being sold, developed or considered and whether or not patentable, and all know-how related thereto. (b) "Confidential Information" shall mean all information, whether provided orally or in writing, relating to the UEI's Business that has economic value and is not 1 {PAGE} generally known to others, including, but not limited to, trade secrets, proposed domain names, trade dress, software, know-how, costs, methods of business operation, business plans, business and marketing concepts, financial information, projections and data, sales information, profit data and information regarding business partners, suppliers, vendors, distributors, and customers. (c) "Consulting Services" shall mean the services as defined in Section 4. (d) "Non-Solicitation Period" shall mean the time period during the Term of this Agreement. (e) "Work Product" shall mean information and works of authorship fixed in any tangible medium that are created in the process of providing Consulting Services to UEI hereunder or to the UEI Business, including, but not limited to, Invention and Confidential Information. 3. TERM. This Agreement shall commence on the Effective Date and shall expire on February 1, 2004, unless sooner terminated in accordance with the terms hereof ("Term"). 4. CONSULTING SERVICES. During the Term of this Agreement, Consultant shall make itself available to advise and consult with UEI as to the potential move of UEI's headquarters (the "Initial Project Assignment") and to perform those services with respect to such other areas as may be agreed upon by UEI and Consultant from time to time ("Consulting Services"). During the first six (6) months of the Term of this Agreement Consultant shall render the Consulting Services without regard to the number of hours, during the next twelve (12) months of this Agreement Consultant shall render the Consulting Services for a period of no less than thirty (30) hours per month and during the last twelve (12) months of this Agreement Consultant shall render the Consulting Services for a period of no less than twenty (20) hours and no more than thirty (30) hours per month. The Consulting Services may be rendered to UEI from time to time by telephone, letter or in person. 5. COMPENSATION. As full compensation for the availability of Consultant to render Consulting Services and for the performance of all other obligations set forth in subsection 7(b) and those subsections and Section listed in Section 12 herein, UEI shall pay to Consultant a fee in advance on the first day of each month during the term of this Agreement equal to (a) US$33,333.33 each month during the first six (6) months of this Agreement and (b) US$16,666.67 each month during the remaining twenty-four (24) months of this Agreement. The fee shall be paid each month as set forth herein so long as this Agreement has not been terminated according to its terms. 6. REIMBURSEMENT FOR BUSINESS EXPENSES. All reasonable travel, office, and other costs incurred by Consultant in connection with carrying out its Consulting Services hereunder shall be reimbursed by UEI so long as such expenses have been substantiated in accordance with reasonable commercial accounting practices; provided however, that Consultant will not incur any single expense in excess of US$1,000 without first obtaining UEI's approval. 2 {PAGE} 7. RESTRICTIVE COVENANTS. (a) Consultant shall be responsible for all corporate and/or individual taxes, fees, and licenses incurred in connection with rendering 289990	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Consulting Agreement: Universal Electronics Inc – and entered into as of this 1st day of August, 2001 ("Effective Date") by and between Jayne & Associates, a California corporation ("Consultant"), and Universal Electronics Inc ., a Delaware Corporation ("UEI"). RECITALS (A) UEI is engaged in the business of (i) developing software and building and marketing pre-programmed, _____________ Universal Electronics Inc – Suite 340 Facsimile No.: (925) 196-3399 Telephone No.: (925) 906-9898 7 {PAGE} If to UEI: Paul D. Arling Chief Executive Officer Universal Electronics Inc . 6101 Gateway Drive Cypress, California 90630 Facsimile No.: (714) 820-1010 Telephone No.: (714) 820-1000 With a required copy to: Richard _____________ Universal Electronics Inc – 714) 820-1010 Telephone No.: (714) 820-1000 With a required copy to: Richard A. Firehammer, Jr. Sr. Vice President and General Counsel Universal Electronics Inc . 8190 Carrington Place Bainbridge Township, Ohio 44023 Facsimile No.: (440) 708-0721 Telephone No.: (440) 708-0720 or to such address(es) _____________ UNIVERSAL ELECTRONICS INC – based on forum nonconveniens. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. CONSULTANT: UEI: JAYNE & ASSOCIATES UNIVERSAL ELECTRONICS INC . By: /s/ CAMILLE JAYNE 7-17-01 By: /s/ PAUL D. ARLING ---------------------------- --------------------------------------- Camille Jayne, President and Paul D. Arling, Chief Executive Officer _____________ dt 248444
Preview Full Doc	2003	Credit Agreement Credit Agreement (194K) Doc #289972: Click preview link for longer preview. CREDIT AGREEMENT dated as of September 15, 2003 between UNIVERSAL ELECTRONICS INC., as Borrower, and COMERICA BANK, as Bank $15,000,000 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE I DEFINITIONS AND INTERPRETATIONS................................................ 1 1.1 Definitions.................................................................. 1 "Acquisition"................................................................ 1 "Affiliate".................................................................. 1 "Agreement" ................................................................. 1 "Applicable Unused Revolving Commitment Fee Percentage"...................... 1 "Asset" ..................................................................... 2 "Asset Sale"................................................................. 2 "Bank" ...................................................................... 2 "Bankruptcy Code"............................................................ 2 "Base Lending Rate Portion".................................................. 2 "Base LIBOR"................................................................. 2 "Base Rate".................................................................. 2 "Borrower"................................................................... 2 "Borrowing".................................................................. 3 "Business Day"............................................................... 3 "Capital Expenditures"....................................................... 3 "Capital Lease".............................................................. 3 "Capital Lease Obligations" ................................................. 3 "Capital Stock" ............................................................. 3 "Change of Control" ......................................................... 3 "Closing Date"............................................................... 4 "Closing Fee"................................................................ 4 "Compliance Certificate"..................................................... 4 "Consolidated EBITDA"........................................................ 4 "Consolidated Effective Tangible Net Worth".................................. 4 "Consolidated Interest Expense".............................................. 4 "Consolidated Net Income".................................................... 4 "Consolidated Total Liabilities to Consolidated Effective Tangible Net Worth Ratio".......................................................... 4 "Current Liabilities"........................................................ 5 "Debt" ...................................................................... 5 "Distributions".............................................................. 5 "Dollars" or "$"............................................................. 5 "ERISA"...................................................................... 5 "ERISA Event"................................................................ 5 "ERISA Group"................................................................ 6 "Event of Default"........................................................... 6 "Expenses"................................................................... 6 "Fees"....................................................................... 6 "Financial Statement(s)"..................................................... 6 "GAAP"....................................................................... 6 "Governing Documents"........................................................ 7 "Governmental Authority"..................................................... 7 "Hazardous Materials"........................................................ 7 {/TABLE} i {PAGE} {TABLE} {S} {C} "Indemnified Person(s)"...................................................... 7 "Insolvency Proceeding"...................................................... 7 "Intangible Assets".......................................................... 8 "Interest Payment Date"...................................................... 8 "Interest Period"............................................................ 8 "Internal Revenue Code"...................................................... 8 "ISP"........................................................................ 8 "Knowledge".................................................................. 9 "Late Payment Fee"........................................................... 9 "Lending Office"............................................................. 9 "Letter(s) of Credit"........................................................ 9 "Letter of Credit Application"............................................... 9 "Letter of Credit Fee"....................................................... 9 "Letter of Credit Sublimit".................................................. 9 "Letter of Credit Usage"..................................................... 9 "LIBOR"...................................................................... 9 "LIBOR Business Day"......................................................... 9 "LIBOR Lending Rate"......................................................... 9 "LIBOR Lending Rate Margin".................................................. 10 "LIBOR Lending Rate Portion"................................................. 10 "LIBOR Reserve Percentage"................................................... 10 "Lien"....................................................................... 10 "Loan Document(s)"........................................................... 10 "Loans"...................................................................... 11 "Material Adverse Effect".................................................... 11 "Multiemployer Plan" ........................................................ 11 "Note"....................................................................... 11 "Notice of Borrowing"........................................................ 11 "Notice of Conversion or Continuation"....................................... 11 "Obligations"................................................................ 11 "Old Lender"................................................................. 12 "Operating Lease"............................................................ 12 "Participant"................................................................ 12 "Pay-Off Letter"............................................................. 12 "PBGC"....................................................................... 12 "Permitted Debt"............................................................. 12 "Permitted Liens"............................................................ 12 "Person"..................................................................... 13 "Plan"....................................................................... 13 "Purchase Agreement"......................................................... 13 "Purchase Money Lien"........................................................ 13 "Quick Ratio"................................................................ 13 "Regulation D"............................................................... 13 "Reimbursement Obligations".................................................. 13 "Reportable Even" ........................................................... 13 "Responsible Officer"........................................................ 14 "Retiree Health Plan"........................................................ 14 "Revolving Credit Commitment" ............................................... 14 {/TABLE} ii {PAGE} {TABLE} {S} {C} "Revolving Loans"............................................................ 14 "Revolving Loans Maturity Date".............................................. 14 "SEC"........................................................................ 14 "Solvent".................................................................... 14 "Subsidiary"................................................................. 14 "Swaps"...................................................................... 15 "Taxes"...................................................................... 15 "Transferee"................................................................. 15 "Uniform Customs"............................................................ 15 "Unmatured Event of Default" ................................................ 15 "Unused Revolving Commitment Fee"............................................ 15 1.2 Accounting Terms and Determinations.......................................... 15 1.3 Computation of Time Periods.................................................. 15 1.4 Construction................................................................. 16 1.5 Exhibits and Schedules....................................................... 16 1.6 No Presumption Against Any Party............................................. 16 1.7 Independence of Provisions................................................... 16 ARTICLE II TERMS OF THE CREDIT........................................................... 17 2.1 Revolving Loans.............................................................. 17 2.2 Reserved..................................................................... 17 2.3 Reserved..................................................................... 17 2.4 Interest Rates; Payments of Interest......................................... 17 2.5 Notice of Borrowing Requirements............................................. 18 2.6 Conversion or Continuation Requirements...................................... 19 2.7 LIBOR Costs.................................................................. 20 2.8 Illegality; Impossibility.................................................... 21 2.9 Disaster .................................................................... 21 2.10 Increased Risk-Based Capital Cost............................................ 21 2.11 Note; Statements of Obligations.............................................. 22 2.12 Holidays..................................................................... 22 2.13 Time and Place of Payments................................................... 22 2.14 Fees......................................................................... 23 ARTICLE III LETTERS OF CREDIT............................................................ 23 3.1 Letters of Credit............................................................ 23 3.2 Procedure for Issuance of Letters of Credit.................................. 24 3.3 Fees, Commissions and Other Charges.......................................... 24 3.4 Reimbursement Obligations.................................................... 25 3.5 Obligations Absolute......................................................... 25 3.6 Letter of Credit Payments.................................................... 26 3.7 Outstanding Letters of Credit Following Event of Default..................... 26 3.8 Letter of Credit Applications................................................ 26 ARTICLE IV CONDITIONS PRECEDENT.......................................................... 27 4.1 Conditions to Initial Loans or Letter of Credit.............................. 27 4.2 Conditions to all Loans and Letters of Credit................................ 28 {/TABLE} iii {PAGE} {TABLE} {S} {C} ARTICLE V REPRESENTATIONS AND WARRANTIES................................................. 29 5.1 Legal Status................................................................. 29 5.2 No Violation; Compliance..................................................... 29 5.3 Authorization; Enforceability................................................ 29 5.4 Approvals; Consents.......................................................... 29 5.5 Liens ....................................................................... 30 5.6 Debt......................................................................... 30 5.7 Litigation................................................................... 30 5.8 No Default................................................................... 30 5.9 Subsidiaries................................................................. 30 5.10 Taxes ....................................................................... 30 5.11 Correctness of Financial Statements.......................................... 30 5.12 ERISA........................................................................ 31 5.13 Other Obligations............................................................ 31 5.14 Public Utility Holding Company Act........................................... 31 5.15 Investment Company Act....................................................... 31 5.16 Patents, Trademarks, Copyrights, and Intellectual Property, etc.............. 31 5.17 Environmental Condition...................................................... 32 5.18 Solvency..................................................................... 32 ARTICLE VI AFFIRMATIVE COVENANTS......................................................... 32 6.1 Punctual Payments............................................................ 32 6.2 Books and Records............................................................ 32 6.3 Financial Statements......................................................... 32 6.4 Existence; Preservation of Licenses; Compliance with Law..................... 33 6.5 Insurance.................................................................... 34 6.6 Assets....................................................................... 34 6.7 Taxes and Other Liabilities.................................................. 34 6.8 Notice to Bank............................................................... 34 6.9 Employee Benefits............................................................ 35 6.10 Further Assurances........................................................... 36 6.11 Bank Accounts................................................................ 36 6.12 Environment.................................................................. 36 ARTICLE VII NEGATIVE COVENANTS........................................................... 36 7.1 Use of Funds; Margin Regulation.............................................. 36 7.2 Debt......................................................................... 36 7.3 Liens ....................................................................... 37 7.4 Merger, Consolidation, Transfer of Assets.................................... 37 7.5 Reserved..................................................................... 37 7.6 Sales and Leasebacks......................................................... 37 7.7 Asset Sales.................................................................. 37 7.8 Investments and Acquisitions................................................. 37 7.9 Character of Business........................................................ 38 7.10 Distributions................................................................ 38 7.11 Guaranty..................................................................... 39 7.12 Reserved..................................................................... 39 7.13 Transactions with Affiliates................................................. 39 {/TABLE} iv {PAGE} {TABLE} {S} {C} 7.14 Reserved..................................................................... 39 7.15 Financial Condition.......................................................... 39 7.16 Transactions Under ERISA..................................................... 40 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES.............................................. 41 8.1 Events of Default............................................................ 41 8.2 Remedies..................................................................... 42 8.3 Appointment of Receiver or Trustee........................................... 43 8.4 Remedies Cumulative.......................................................... 43 ARTICLE IX TAXES......................................................................... 43 9.1 Taxes on Payments............................................................ 43 9.2 Indemnification For Taxes.................................................... 44 9.3 Evidence of Payment.......................................................... 44 ARTICLE X MISCELLANEOUS.................................................................. 44 10.1 Notices...................................................................... 44 10.2 No Waivers................................................................... 44 10.3 Expenses; Documentary Taxes; Indemnification................................. 45 10.4 Amendments and Waivers....................................................... 46 10.5 Successors and Assigns; Participations; Disclosure........................... 46 10.6 Confidentiality.............................................................. 47 10.7 Counterparts; Effectiveness; Integration..................................... 47 10.8 Severability................................................................. 47 10.9 Knowledge.................................................................... 47 10.10 Additional Waivers........................................................... 48 10.11 Destruction Of Borrower's Documents.......................................... 48 10.12 CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER................................... 48 {/TABLE} v {PAGE} EXHIBITS AND SCHEDULES Exhibit 2.5(b) - Form of Notice of Borrowing Exhibit 2.6(b) - Form of Notice of Conversion or Continuation Exhibit 4.1(b) - Form of Opinions of Borrower's Counsel Exhibit 6.3(b) - Form of Compliance Certificate Schedule 5.7 - Litigation Schedule 5.9 - Subsidiaries Schedule 5.12 - Employee Benefit Plans vi {PAGE} CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of September 15, 2003, is entered into between Borrower and Bank. The parties hereto agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS 1.1 Definitions. The following terms, as used herein, shall have the following meanings: "Acquisition" means the acquisition of beneficial ownership of the Assets or Capital Stock of another Person in one or a series of transactions. "Affiliate" means any Person (other than Borrower or any Subsidiary) (i) that, directly or indirectly, controls, is controlled by or is under common control with Borrower or any Subsidiary; (ii) which directly or indirectly beneficially owns or controls more than twenty-five percent (25%) or more of any class of voting stock of Borrower or any Subsidiary; or (iii) of whom more than twenty-five percent (25%) or more of the voting stock of which is directly or indirectly beneficially owned or held by Borrower or any Subsidiary. For purposes of the foregoing, control (including controlled by and under common control with) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Credit Agreement, as amended or restated from time to time in accordance with its terms. "Applicable Unused Revolving Commitment Fee Percentage" means the percentage set forth in the table below opposite the average daily collected deposits of Borrower maintained at Bank for the prior fiscal quarter: {TABLE} {CAPTION} AVERAGE DAILY COLLECTED DEPOSITS OF APPLICABLE UNUSED REVOLVING COMMITMENT BORROWER MAINTAINED AT BANK FEE PERCENTAGE {S} {C} Greater than $7,000,000 0.000% Equal to or greater than $4,000,000 and less 0.125% than or equal TO $7,000,000 Less than $4,000,000 0.250% {/TABLE} "Asset" means any interest of a Person in any kind of property or asset, whether real, personal, or mixed real and personal, and whether tangible or intangible. 1 {PAGE} "Asset Sale" means any sale, transfer or other disposition of Borrower's or any Subsidiary's businesses or Asset(s) now owned or hereafter acquired, including shares of stock and indebtedness of any Subsidiary, receivables and leasehold interests. "Bank" means Comerica Bank, a Michigan banking corporation. "Bankruptcy Code" means The Bankruptcy Reform Act of 1978 (Pub. L. No. 95-598; 11 U.S.C.), as amended or supplemented from time to time, or any successor statute, and any and all rules and regulations issued or promulgated in connection therewith. "Base Lending Rate Portion" means any portion of any Loan designated by Borrower as bearing interest at the Base Lending Rate pursuant to Section 2.5 or 2.6. "Base LIBOR" applicable to any Interest Period for a LIBOR Lending Rate Portion means the offered rate per annum (rounded upward to the nearest one-hundredth of one percent (.001%)), if any, to first-class banks in the LIBOR market quoted by Bank at 11:00 a.m. Pacific time, two (2) LIBOR Business Days prior to the first day of such Interest Period for Dollar deposits of an amount comparable to the principal amount of the LIBOR Lending Rate Portion for which the LIBOR Lending Portion is being determined with maturities comparable to the Interest Period for which such LIBOR Lending Rate will apply. "Base Rate" means the variable rate of interest announced by Bank at its corporate headquarters as its prime rate and which serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. The Base Rate is determined by Bank from time to time as a means of pricing credit extensions to some customers and is neither directly tied to some external rate of interest or index nor necessarily the lowest rate of interest charged by Bank at any given time for any particular class of customers or credit extensions. "Borrower" means Universal Electronics Inc., a Delaware corporation. "Borrowing" means a borrowing of Revolving Loans from Bank pursuant to the terms and conditions hereof. "Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in the City of Los Angeles, California are authorized or required by law or executive order or decree to close. "Capital Expenditures" means expenditures made in cash, or financed with long term debt, by any Person for the acquisition of any fixed Assets or improvements, replacements, substitutions, or additions thereto that have a useful life of more than one (1) year, including the direct or indirect acquisition of such Assets by way of increased product or service charges, offset items, or otherwise, and the principal portion of payments with respect to Capital Lease Obligations, calculated in accordance with GAAP. "Capital Lease" means any lease of an Asset by a Person as lessee which would, in conformity with GAAP, be required to be accounted for as an Asset and corresponding liability on the balance sheet of that Person. 2 {PAGE} "Capital Lease Obligations" of a Person means the amount of the obligations of such Person under all Capital Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP. "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing. "Change of Control" means the time at which (i) any Person (including a Person's Affiliates and associates) or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than the shareholders of Borrower on the Closing Date) becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of Borrower equal to more than twenty-five percent (25%), or such Person or group shall otherwise obtain the power to control the election of the Board of Directors of Borrower, (ii) there shall be consummated any consolidation or merger of Borrower pursuant to which Borrower's common stock (or other capital stock) would be converted into cash, securities or other property, other than a merger or consolidation of Borrower in which the holders of such common stock (or other capital stock) immediately prior to the merger have the same proportionate ownership, directly or indirectly, of common stock of the surviving corporation immediately after the merger as they had of Borrower's common stock immediately prior to such merger, or (iii) all or substantially all of Borrower's Assets shall be sold, leased, conveyed. or otherwise disposed of as an entirety or substantially as an entirety to any Person (including an Affiliate or associate of Borrower) in one or a series of transactions. "Closing Date" means the date when all of the conditions set forth in Section 4.1 have been fulfilled to the reasonable satisfaction of Bank and its counsel. "Closing Fee" has the meaning set forth in Section 2.14(b). "Compliance Certificate" means a certificate of compliance to be delivered quarterly in accordance with Section 6.3(b), substantially in the form of Exhibit 6.3(b). "Consolidated EBITDA" means, with respect to any period, the sum of (without duplication) (i) Consolidated Net Income for such period (excluding extraordinary gains and losses); (ii) Consolidated Interest Expense during such period; (iii) accrued federal and state income taxes payable by Borrower and the Subsidiaries during such period which are included in the determination of Consolidated Net Income; and (iv) Borrower's and the Subsidiaries' consolidated depreciation and amortization during such period; in each case calculated in accordance with GAAP. "Consolidated Effective Tangible Net Worth" means, as of any date of determination, the result of (a) Borrower's consolidated total stockholder's equity, minus (b) the sum of (i) all Intangible Assets of Borrower, and (ii) all amounts due to Borrower from Affiliates. "Consolidated Interest Expense" means, with respect to any period, the current interest accrued during such period in accordance with GAAP on the aggregate amount of Borrower's and the Subsidiaries' consolidated Debt, including the interest portion of Borrower's and the Subsidiaries' consolidated Capital Lease Obligations. 3 {PAGE} "Consolidated Net Income" means, with respect to any period, the consolidated net income of Borrower and the Subsidiaries after all federal, state and local income taxes reflected on Borrower's Financial Statement for such period, calculated in accordance with GAAP. "Consolidated Total Liabilities to Consolidated Effective Tangible Net Worth Ratio" means, as of the date of determination, the ratio of (i) Borrower's consolidated total liabilities, calculated in accordance with GAAP; to (ii) Consolidated Effective Tangible Net Worth. "Current Liabilities" means, as of the date of determination, the sum of Borrower's consolidated liabilities coming due within one year (including all amounts due to Borrower's shareholders, officers and Affiliates), calculated in accordance with GAAP. "Debt" means, as of the date of determination, the sum, but without duplication, of any and all of a Person's: (i) indebtedness heretofore or hereafter created, issued, incurred or assumed by such Person (directly or indirectly) for or in respect of money borrowed; (ii) Capital Lease Obligations; (iii) obligations evidenced by bonds, debentures, notes, or other similar instruments; (iv) obligations for the deferred purchase price of property or services (including trade obligations); (v) current liabilities in respect of unfunded vested benefits under any Plan; (vi) obligations under letters of credit; (vii) obligations under acceptance facilities; (viii) obligations under all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, or supply funds to invest in any other Person, or otherwise to assure creditor against loss; (ix) obligations secured by any Lien on any Asset of such Person, whether or not such obligations have been assumed; and (x) Swaps; provided, however, Debt shall not include obligations arising out of trade payables incurred in the ordinary course of Borrower's business. "Distributions" means dividends or distributions of earnings made by a Person to its shareholders, partners or members, as the case may be. "Dollars" or "$" means lawful currency of the United States of America. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute, and any and all regulations thereunder. "ERISA Event" means (a) a Reportable Event with respect to a Plan or Multiemployer Plan, (b) the withdrawal of a member of the ERISA Group from a Plan during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA), (c) the providing of notice of intent to terminate a Plan in a distress termination (as described in Section 4041 (c) of ERISA), (d) the institution by the PBGC of proceedings to terminate a Plan or Multiemployer Plan, (e) any event or condition (i) that provides a basis under Section 4042(a)(1), (2), or (3) of ERISA for the termination of or the appointment of a trustee to administer any Plan or Multiemployer Plan, or (ii) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA, (f) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA of a member of the ERISA Group from a Multiemployer Plan, or (g) providing any security to any Plan under Section 401(a)(29) of the Internal Revenue Code by a member of the ERISA Group. "ERISA Group" means Borrower and all members of a controlled group of corporations and all trades or business (whether or not incorporated) under common control which, 4 {PAGE} together with Borrower are treated as a single employer under Section 414 of the Internal Revenue Code. "Event of Default" has the meaning set forth in Section 8.1. "Expenses" means (i) all expenses of Bank paid or incurred in connection with their due diligence and investigation of Borrower, including appraisal, filing, recording, documentation, publication and search fees and other such expenses, and all attorneys' fees and expenses (including attorneys' fees incurred pursuant to proceedings arising under the Bankruptcy Code) incurred in connection with the structuring, negotiation, drafting, preparation, execution and delivery of this Agreement, the Loan Documents, and any and all other documents, instruments and agreements entered into in connection herewith; (ii) all expenses of Bank, including attorneys' fees and expenses (including attorneys' fees incurred pursuant to proceedings arising under the Bankruptcy Code) paid or incurred in connection with the negotiation, preparation, execution and delivery of any waiver, forbearance, consent, amendment or addition to this Agreement or any Loan Document, or the termination hereof and thereof; (iii) all costs or expenses paid or advanced by Bank which are required to be paid by Borrower under this Agreement or the Loan Documents, including taxes and insurance premiums of every nature and kind of Bank; and (iv) if an Event of Default occurs, all expenses paid or incurred by Bank, including attorneys' fees and expenses (including attorneys' fees incurred pursuant to proceedings arising under the Bankruptcy Code), costs of collection, suit, arbitration, judicial reference and other enforcement proceedings, and any other out-of-pocket expenses incurred in connection therewith or resulting therefrom whether or not suit is brought, or in connection with any refinancing or restructuring of the Obligations and the liabilities of Borrower under this Agreement, any of the Loan Documents, or any other document, instrument or agreement entered into in connection herewith in the nature of a workout. "Fees" means the Closing Fee, the Late Payment Fee, the Letter of Credit Fees and the Unused Revolving Commitment Fees. "Financial Statement(s)" means, with respect to any accounting period of any Person, statements of income and statements of cash flows of such Person for such period, and balance sheets of such Person as of the end of such period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year or, if such period is a full fiscal year, corresponding figures from the preceding annual audit, all prepared in reasonable detail and in accordance with GAAP, subject to year-end adjustments in the case of monthly Financial Statements. Financial Statement(s) shall include the schedules thereto and annual Financial Statements shall also include the footnotes thereto. "GAAP" means generally accepted accounting principles in the United States of America, consistently applied, which are in effect as of the date of this Agreement. If any changes in accounting principles from those in effect on the date hereof are hereafter occasioned by promulgation of rules, regulations, pronouncements or opinions by or are otherwise required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), and any of such changes results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found herein, then the parties hereto agree to enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such changes, with the desired result that the criteria for evaluating financial condition and 5 {PAGE} results of operations of Borrower and the Subsidiaries shall be the same after such changes as if such changes had not been made. "Governing Documents" means the certificate or articles of incorporation, amended and restated by-laws or other organizational or other governing documents of Borrower. "Governmental Authority" means any federal, state, local or other governmental department, commission, board, bureau, agency, central bank, court, tribunal or other instrumentality or authority or subdivision thereof, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Hazardous Materials" means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as hazardous substances, hazardous materials, hazardous wastes, toxic substances, or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or EP toxicity or are otherwise regulated for the protection of persons, property or the environment; (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources; (c) any flammable substances or explosives or any radioactive materials; and (d) asbestos in any form or electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million. "Indemnified Person(s)" has the meaning given to such term in Section 10.3(c). "Insolvency Proceeding" means any proceeding commenced by or against any Person, under any provision of the Bankruptcy Code, or under any other bankruptcy or insolvency law, including, but not limited to, assignments for the benefit of creditors, formal or informal moratoriums, compositions, or extensions with some or all creditors. "Intangible Assets" means, with respect to any Person, that portion of the book value of all of such Person's assets that would be treated as intangibles under GAAP. "Interest Payment Date" means: (i) with respect to each Base Lending Rate Portion, the first day of each and every month commencing the first such day after the making of such Loan, and the Revolving Loans Maturity Date; and (ii) with respect to each LIBOR Lending Rate Portion, the earlier of: (1) the last day of the Interest Period with respect thereto, or (2) if the Interest Period has a duration of more than three months, every LIBOR Business Day that occurs during such Interest Period every three months from the first day of such Interest Period. "Interest Period" means, with respect to each LIBOR Lending Rate Portion, the period commencing on the date of such LIBOR Lending Rate Portion and ending on the numerically corresponding day one (1), two (2), three (3), four (4), or six (6) months thereafter as Borrower may 6 {PAGE} elect pursuant to the applicable Notice of Borrowing or Notice of Conversion or Continuation; provided, however, that: (i) any Interest Period which would otherwise end on a day which is not a LIBOR Business Day shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month in which case such Interest Period shall end on the immediately preceding LIBOR Business Day; (ii) any Interest Period which begins on the last LIBOR Business Day of the calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last LIBOR Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month; and (iii) no Interest Period respecting a Revolving Loan may extend beyond the Revolving Loans Maturity Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute, and any and all regulations thereunder. "ISP" means the International Standby Practices (1998 version), and any subsequent versions or revisions approved by a Congress of the International Chamber of Commerce Publication 590 and adhered to by Bank. "Knowledge" has the meaning given to such term in Section 10.9. "Late Payment Fee" has the meaning given to such term in Section 2.14(c). "Lending Office" means Bank's office located at its address set forth on the signature pages hereof, or such other office of Bank as it may hereafter designate as its Lending Office by notice to Borrower. "Letter(s) of Credit" means any commercial or standby letter(s) of credit issued by Bank, pursuant to Section 3.1. "Letter of Credit Application" means Bank's standard form of Commercial Letter of Credit Application or Standby Letter of Credit Application, as applicable. "Letter of Credit Fee" has the meaning given to such term in Section 3.3(a). "Letter of Credit Sublimit" means Four Million Five Hundred Thousand Dollars ($4,500,000). "Letter of Credit Usage" means, on any date of determination, the aggregate maximum amounts available to be drawn under all outstanding Letters of Credit, without regard to whether any conditions to drawing could then be met. "LIBOR" means London interbank offered rate. 7 {PAGE} "LIBOR Business Day" means any Business Day on which major commercial banks are open for international business (including dealings in Dollar deposits) in Los Angeles, California and London, England. "LIBOR Lending Rate" means, with respect to a LIBOR Lending Rate Portion, the rate per annum (rounded upwards if necessary to the nearest one hundredth of one percent (.001%)), determined as the sum of: (a) the quotient of: (i) Base LIBOR for the relevant Interest Period of such LIBOR Lending Rate Portion; divided by (ii) the number equal to one hundred percent (100%) minus the LIBOR Reserve Percentage with respect to such Interest Period; plus (b) the LIBOR Lending Rate Margin. The LIBOR Lending Rate shall be adjusted automatically on the effective date of any change in the LIBOR Reserve Percentage, such adjustment to affect any LIBOR Lending Rate Portion outstanding on such effective date to the extent such change is applied retroactively to eurocurrency funding of a member bank in the Federal Reserve System. Each determination of a LIBOR Lending Rate by Bank, including, but not limited to, any determination as to the applicability or allocability of reserves to eurocurrency liabilities or as to the amount of such reserves, shall be conclusive and final in the absence of manifest error. "LIBOR Lending Rate Margin" means one and one quarter percentage points (125 basis points). "LIBOR Lending Rate Portion" means any portion of any Loan designated by Borrower as bearing interest at the LIBOR Lending Rate pursuant to Section 2.5 or 2.6. "LIBOR Reserve Percentage" means, for any Interest Period of any LIBOR Lending Rate Portion, the daily average of the stated maximum rate (rounded upward to the nearest one hundredth of one percent (.001%)), as determined by Bank in accordance with its usual procedures (which determination shall be conclusive in the absence of manifest error), at which reserves are required to be maintained during such Interest Period by Bank (including supplemental, marginal, and emergency reserves) under Regulation D by Bank against Eurocurrency liabilities (as such term is defined in Regulation D), but without benefit or credit of proration, exemptions, or offsets that might otherwise be available to Bank from time to time under Regulation D. Without limiting the generality of the foregoing, LIBOR Reserve Percentage shall include any other reserves required to be maintained by Bank against (i) any category of liabilities that includes deposits by reference to which the LIBOR Lending Rate for a LIBOR Lending Rate Portion is being determined and (ii) any category of extension of credit or other assets that includes LIBOR Lending Rate Portion. "Lien" means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement or other preferential arrangement, charge or encumbrance (including, any conditional sale or other title retention agreement, or finance lease) of any kind. "Loan Document(s)" means each of the following documents, instruments, and agreements individually or collectively, as the context requires: (i) the Note; and (ii) such other documents, instruments, and agreements as Bank may reasonably request in connection with the transactions contemplated hereunder. "Loans" means the Revolving Loans. 8 {PAGE} "Material Adverse Effect" means a material adverse effect on (i) the business, Assets, condition (financial or otherwise) or results of operations of Borrower or any Subsidiary; provided that in the case of a Subsidiary, taken as a whole with Borrower: (ii) the ability of Borrower to perform its obligations under this Agreement and the Loan Documents to which it is a party (including, without limitation, repayment of the Obligations as they come due), or (iii) the validity or enforceability of this Agreement, the Loan Documents, or the rights or remedies of Bank hereunder and thereunder. "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA or Section 3(37) of ERISA to which any member of the ERISA Group has contributed, or was obligated to contribute, within the preceding six plan years (while a member of such ERISA Group) including for these purposes any Person which ceased to be a member of the ERISA Group during such six year period. "Note" means, the Promissory Note, dated as of even date herewith, executed by Borrower to the order of Bank, in the principal amount of Fifteen Million Dollars ($15,000,000). "Notice of Borrowing" means an irrevocable notice from Borrower to Bank of Borrower's request for a Borrowing pursuant to the terms of Section 2.5, substantially in the form of Exhibit 2.5(b). "Notice of Conversion or Continuation" means a written notice given pursuant to the terms of Section 2.6(b), substantially in the form of Exhibit 2.6(b). "Obligations" means any and all indebtedness, liabilities, and obligations of Borrower owing to Bank and to its successors and assigns, 289972	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Credit Agreement: UNIVERSAL ELECTRONICS INC – FILENAME}a94484exv10w1.txt {DESCRIPTION}EXHIBIT 10.1 {TEXT} {PAGE} EXHIBIT 10.1 EXECUTION COPY ================================================================================ CREDIT AGREEMENT dated as of September 15, 2003 between UNIVERSAL ELECTRONICS INC ., as Borrower, and COMERICA BANK, as Bank $15,000,000 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE I DEFINITIONS AND INTERPRETATIONS................................................ _____________ Universal Electronics Inc – the lowest rate of interest charged by Bank at any given time for any particular class of customers or credit extensions. "Borrower" means Universal Electronics Inc ., a Delaware corporation. "Borrowing" means a borrowing of Revolving Loans from Bank pursuant to the terms and conditions hereof. "Business Day" means _____________ UNIVERSAL ELECTRONICS INC – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. UNIVERSAL ELECTRONICS INC . By /s/ Mark Z. Belzowski ---------------------------------------- Mark Z. Belzowski, Vice President and Chief Financial Officer Address for notices: Universal Electronics Inc. 6101 Gateway _____________ Universal Electronics Inc – first above written. UNIVERSAL ELECTRONICS INC. By /s/ Mark Z. Belzowski ---------------------------------------- Mark Z. Belzowski, Vice President and Chief Financial Officer Address for notices: Universal Electronics Inc . 6101 Gateway Drive Cypress, CA 90630 Attn: Chief Financial Officer Telephone: (714) 820-1000 Facsimile: (714)820-1151 with a required copy _____________ Universal Electronics Inc – Officer Telephone: (714) 820-1000 Facsimile: (714)820-1151 with a required copy to: Richard A. Firehammer, Jr. Sr. VP and General Counsel Universal Electronics Inc . 8190 Carrington Place Bainbridge Township, Ohio 44023 Telephone: (440) 708-0720 Facsimile: (440) 708-0721 COMERICA BANK By /s/ Thomas R. Kelly ---------------------------------------- _____________ dt 248428 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: Bank of America. N.A. – of the Bankruptcy Code, would have accrued during the pendency of an Insolvency Proceeding), and all other indebtedness evidenced by this Agreement and/or the Loan Documents. "Old Lender" means Bank of America. N.A. "Operating Lease" means any lease of an Asset by a Person which, in conformity with GAAP, is not a Capital Lease. "Participant" has the meaning set forth in Section _____________ dt 1553874 ;	Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Credit Agreement: COMERICA BANK, – 1 {TEXT} {PAGE} EXHIBIT 10.1 EXECUTION COPY ================================================================================ CREDIT AGREEMENT dated as of September 15, 2003 between UNIVERSAL ELECTRONICS INC., as Borrower, and COMERICA BANK, as Bank $15,000,000 ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE I DEFINITIONS AND INTERPRETATIONS................................................ 1 1.1 Definitions.................................................................. 1 " _____________ Comerica Bank, – or Asset(s) now owned or hereafter acquired, including shares of stock and indebtedness of any Subsidiary, receivables and leasehold interests. "Bank" means Comerica Bank, a Michigan banking corporation. "Bankruptcy Code" means The Bankruptcy Reform Act of 1978 (Pub. L. No. 95-598; 11 U.S.C.), _____________ Comerica Bank – day of payment, to the following address or such other address as Bank may from time to time specify by notice to Borrower: Comerica Bank 301 East Ocean Boulevard, Suite 1800 Long Beach, CA 90802 Attention: Thomas R. Kelly (b) Borrower hereby authorizes Bank to charge Borrower' _____________ COMERICA BANK – Sr. VP and General Counsel Universal Electronics Inc. 8190 Carrington Place Bainbridge Township, Ohio 44023 Telephone: (440) 708-0720 Facsimile: (440) 708-0721 COMERICA BANK By /s/ Thomas R. Kelly ---------------------------------------- Thomas R. Kelly, Vice President Address for notices and Lending Office: Comerica Bank - California 301 Ocean Boulevard, _____________ Comerica Bank – 0720 Facsimile: (440) 708-0721 COMERICA BANK By /s/ Thomas R. Kelly ---------------------------------------- Thomas R. Kelly, Vice President Address for notices and Lending Office: Comerica Bank - California 301 Ocean Boulevard, Suite 1800 Long Beach, CA 90802 Attn: Thomas R. Kelly Telephone: (562) 590-2530 Facsimile: (562) 590-2534 _____________ dt 246558
Preview Full Doc	2007	Credit Agreement Credit Agreement (16K) Doc #2766652: Click preview link for longer preview. AMENDMENT NUMBER ONE TO CREDIT AGREEMENT THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT ("Amendment"), is entered into as of August 29th, 2006, by and between COMERICA BANK ("Bank") and UNIVERSAL ELECTRONICS INC., a Delaware corporation ("Borrower"), in light of the following: A. Borrower and Bank have previously entered into that certain Credit Agreement, dated as of September 15, 2003, as amended (the "Agreement"). . . . 2766652	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Credit Agreement: UNIVERSAL ELECTRONICS INC – 27 AMENDMENT NUMBER ONE TO CREDIT AGREEMENT THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT ("Amendment"), is entered into as of August 29th, 2006, by and between COMERICA BANK ("Bank") and UNIVERSAL ELECTRONICS INC ., a Delaware corporation ("Borrower"), in light of the following: A. Borrower and Bank have previously entered into that certain Credit Agreement, dated as of September 15, 2003, as amended ( _____________ UNIVERSAL ELECTRONICS INC – state of California. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized representatives the day and year first above written. COMERICA BANK UNIVERSAL ELECTRONICS INC ., a Delaware corporation By: /s/ Thomas R. Kelly -------------------- Its: Vice President By: Bryan M. Hackworth ---------------------------- Its: Chief Financial Officer 6 {/TEXT} {/DOCUMENT} _____________ dt 1785822
Preview Full Doc	2011	Credit Agreement Credit Agreement (3K) Doc #4448327: Click preview link for longer preview. 4448327	UEI Universal Electronics Inc. ( Audio & Video Equipment )
Preview Full Doc	2011	Credit Agreement Credit Agreement (2K) Doc #4448328: Click preview link for longer preview. 4448328	UEI Universal Electronics Inc. ( Audio & Video Equipment )
Preview Full Doc	2003	Employment and Separation Agreement and General Release Employment and Separation Agreement and General Release (29K) Doc #289976: Click preview link for longer preview. EMPLOYMENT AND SEPARATION AGREEMENT AND GENERAL RELEASE THIS EMPLOYMENT AND SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered into this 31st day of October, 2003 (the "Effective Date") by and between Universal Electronics Inc. ("UEI") and Mark Z. Belzowski ("Belzowski"). WITNESSETH: WHEREAS, Belzowski has been employed by UEI since May 18, 1998; and WHEREAS, effective immediately after the filing of UEI's Quarterly Report of Form 10-Q for the quarter ended September 30, 2003, Belzowski's employment with UEI shall change as set forth in this Agreement; and WHEREAS, effective on the "Separation Date" (as defined in Paragraph 2 of this Agreement), Belzowski hereby voluntarily resigns as an employee of UEI and any of its subsidiaries and affiliates and UEI hereby accepts such resignation. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties to this Agreement, including UEI's agreement to pay Belzowski pursuant to Paragraph 3 of this Agreement, the receipt and sufficiency of which are hereby acknowledged, Belzowski and UEI agree as follows: 1. EMPLOYMENT. (a) TITLE(S) AND POSITION(S). (i) On the Effective Date of this Agreement, Belzowski shall continue to be employed in the executive officer position(s) of and shall have the title(s) of Vice President, Chief Financial Officer and Treasurer of UEI until the filing by UEI of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (the "3rd Quarter Form 10-Q") (currently anticipated to filed on or before November 14, 2003). (ii) Effective immediately after the filing of the 3rd Quarter Form 10-Q, Belzowski shall cease being employed as an executive officer of UEI, shall no longer be employed in the positions nor carry the titles as set forth in subparagraph 1(a) (i) above, and until the "Separation Date" (as defined in Paragraph 2 of this Agreement), shall continue being employed by UEI as a non-executive officer in the position and with the title of Vice President - Finance of UEI. 1 {PAGE} (b) AUTHORITY AND DUTIES. (i) From the Effective Date of this Agreement and until the filing of the 3rd Quarter Form 10-Q, Belzowski shall continue to perform those duties and responsibilities as applicable to the positions and titles set forth in subparagraph 1(a)(i) above as he has in the period of his employment prior to the Effective Date of the Agreement. (ii) Effective immediately after the filing of the 3rd Quarter Form 10-Q and until the "Separation Date" (as defined in Paragraph 2 of this Agreement), Belzowski shall perform those duties and carry out those responsibilities as shall be assigned to him from time to time by UEI's Chief Executive Officer, President, or Chief Financial Officer. (c) EXCLUSIVE SERVICES AND EFFORTS OF EXECUTIVE. Except as set forth in subparagraph 1(d) below, from the Effective Date of this Agreement and until the "Separation Date" (as defined in Paragraph 2 of this Agreement), Belzowski shall serve UEI as an employee and shall faithfully, diligently, competently and, to the best of his ability, exclusively devote his full business time, energy and attention (unless otherwise agreed to by the parties) to the business of UEI and to the promotion of its interest, although it is understood and agreed to by the parties that after the filing of the 3rd Quarter Form 10-Q, Belzowski shall no longer be required to maintain a presence in the offices of UEI. Belzowski recognizes that UEI's organization, business and relationship with clients, prospective clients and others having business dealings with UEI are and will be the sole property of UEI and Belzowski shall have no separate interests or rights with respect thereto, except as an employee of UEI. Belzowski may own less than a five percent (5%) interest in a supplier, client, or competitor of UEI if the supplier, client, or competitor is a publicly traded company. (d) OTHER ACTIVITIES AND INTERESTS. UEI 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 Belzowski to UEI in carrying out his duties and responsibilities hereunder. Belzowski shall not, without the written consent of UEI, 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 UEI hereunder. Notwithstanding the foregoing sentence, Belzowski may spend time and attention to personal investment and community activity matters and such other personal matters consistent with UEI's policies and procedures set forth within UEI's policy manual in effect from time to time which are equally applicable to all of UEI's non-executive employees, so long as the spending of such time and attention does not 289976	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Employment and Separation Agreement and General Release: Universal Electronics Inc – SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered into this 31st day of October, 2003 (the "Effective Date") by and between Universal Electronics Inc . ("UEI") and Mark Z. Belzowski ("Belzowski"). WITNESSETH: WHEREAS, Belzowski has been employed by UEI since May 18, 1998; and WHEREAS, effective immediately _____________ Universal Electronics Inc – include, without limitation, any and all Severance Amount. IN WITNESS WHEREOF, the parties have executed this Agreement on the dated indicated above. Witness: Universal Electronics Inc . ______________________________ By:___________________________________ Chief Executive Officer Witness: ______________________________ ______________________________________ Mark Z. Belzowski Dated:________________________________ 9 {/TEXT} {/DOCUMENT} _____________ dt 248432
Preview Full Doc	2004	Executive Officer Employment Agreement Executive Officer Employment Agreement (51K) Doc #289965: Click preview link for longer preview. EXECUTIVE OFFICER EMPLOYMENT AGREEMENT THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 23rd day of April, 2003 (the "Effective Date") 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, on August 27, 2000, Executive and Employer entered into that certain Executive Officer Employment Agreement (the "Prior Executive Employment Agreement"), and the Prior Executive Employment Agreement is set to expire on September 30, 2003 and the parties wish to extend such date to April 30, 2006; and WHEREAS, Employer wishes to continue the employment of Executive as one of its key executives and avail itself of Executive's expertise, experience and capability in Employer's business as its Chairman of the Board and Chief Executive 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 Board of Directors of Employer; and WHEREAS, Executive hereby accepts such offer of continued employment 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 the Effective Date , Employer hereby employs Executive and Executive hereby accepts such 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 Chairman of the Board 62 {PAGE} and Chief Executive Officer of Employer. Until this 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, and subject to Board of Director oversight, be responsible for all aspects of Employer's business. 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 undertake such other duties and 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. (c) EXCLUSIVE SERVICES AND EFFORTS OF EXECUTIVE. During the term of this Agreement, Executive shall serve the Employer, under the direction of Board of Directors of Employer, and shall faithfully, diligently, competently and, to the best of his ability, exclusively devote his full business 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. Executive may own less than a five percent (5%) interest in a supplier, client, or competitor of Employer if the supplier, client, or competitor is a publicly traded company. (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 and shall continue through the end of business on April 30, 2006 (the "Initial Term"). Unless 63 {PAGE} 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 any crime involving moral turpitude, whether or not affecting the Employer; or (3) The engagement by Executive in 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 289965	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Executive Officer Employment Agreement: UNIVERSAL ELECTRONICS INC – EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 23rd day of April, 2003 (the "Effective Date") 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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); _____________ Universal Electronics Inc – 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 _____________ dt 248421 ;	Paul D. Arling
Preview Full Doc	2004	Executive Officer Employment Agreement Executive Officer Employment Agreement (47K) Doc #289966: Click preview link for longer preview. EXECUTIVE OFFICER EMPLOYMENT AGREEMENT THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this ____ day of April, 2003 (the "Effective Date") by and between UNIVERSAL ELECTRONICS INC. (the "Employer") and ROBERT P. LILLENESS ("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 May 14, 2001, Executive and Employer entered into that certain Executive Officer Employment Agreement, (the "Prior Executive Employment Agreement"), and the Prior Executive Employment Agreement, by reason of its automatic extension provision, is set to expire on May 13, 2003 and the parties wish to extend such date to April 30, 2006; and WHEREAS, Employer wishes to continue the employment of Executive as one of its key executives and avail itself of Executive's expertise, experience and capability in Employer's business 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 of Employer and/or the Board of Directors of Employer; and WHEREAS, Executive hereby accepts such offer of continued employment 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, on the Effective Date, Employer hereby employs Executive and Executive hereby accepts such employment with Employer. 78 {PAGE} 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 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, and subject to Chief Executive Officer and/or Board of Director oversight, 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, report to the Chief Executive Officer of Employer, and undertake such other duties and 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 Chief Executive Officer of Employer, and shall faithfully, diligently, competently and, to the best of his ability, exclusively devote his full business 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. Executive may own less than a five percent (5%) interest in a supplier, client, or competitor of Employer if the supplier, client, or competitor is a publicly traded company. (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. 79 {PAGE} 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 April 30, 2006 (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 any crime involving moral turpitude, whether or not affecting the Employer; or (3) The engagement by Executive in 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 289966	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Executive Officer Employment Agreement: UNIVERSAL ELECTRONICS INC – EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this ____ day of April, 2003 (the "Effective Date") by and between UNIVERSAL ELECTRONICS INC . (the "Employer") and ROBERT P. LILLENESS ("Executive"). RECITALS: WHEREAS, the Employer is presently headquartered in Cypress, California, and is engaged in the _____________ Universal Electronics Inc – 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 83 {PAGE} rights to receive grants of stock options and stock awards to _____________ Universal Electronics Inc – 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; (e) BENEFITS. The benefits provided by Employer to its executive employees generally, including without limitation, the _____________ Universal Electronics Inc – Plan; (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 in effect from time to time, which includes comprehensive medical insurance, dental insurance, group disability, group life _____________ Universal Electronics Inc – UPS AND THE LIKE) OR BY POSTAGE PAID, 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 _____________ dt 248422 ;	Robert P. Lilleness
Preview Full Doc	2002	Executive Officer Employment Agreement Executive Officer Employment Agreement (45K) Doc #289986: Click preview link for longer preview. EXECUTIVE OFFICER EMPLOYMENT AGREEMENT THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 14th day of May 2001 (the "Effective Date") by and between UNIVERSAL ELECTRONICS INC. (the "Employer") and ROBERT P. LILLENESS ("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 of Employer and/or the Board of Directors of Employer; and WHEREAS, Executive hereby accepts such offer of employment 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, on 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 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). {PAGE} (b) AUTHORITY AND DUTIES. Executive will, during the term of this Agreement, and subject to Chief Executive Officer oversight, 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, report to the Chief Executive Officer of Employer, 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 Chief Executive Officer 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 2 {PAGE} (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 May 31, 2002 (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. 3 {PAGE} (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 reasonable specificity, such Good Reason(s). For 289986	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Executive Officer Employment Agreement: UNIVERSAL ELECTRONICS INC – EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 14th day of May 2001 (the "Effective Date") by and between UNIVERSAL ELECTRONICS INC . (the "Employer") and ROBERT P. LILLENESS ("Executive"). RECITALS: WHEREAS, the Employer is presently headquartered in Cypress, California, and is engaged in the _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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; (e) BENEFITS. The benefits provided by Employer to its executive employees generally, including without limitation, the _____________ Universal Electronics Inc – Plan; (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 in effect from time to time, which includes comprehensive medical insurance, dental insurance, group disability, group life _____________ Universal Electronics Inc – 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 _____________ dt 248441 ;	Robert P. Lilleness
Preview Full Doc	2000	Executive Officer Employment Agreement Executive Officer Employment Agreement (46K) Doc #289995: Click preview link for longer preview. 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. 1 {PAGE} 2 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 2 {PAGE} 3 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. 3 {PAGE} 4 (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 289995	UEI Universal Electronics Inc. ( Audio & Video Equipment ) As referenced in this Executive Officer Employment Agreement: UNIVERSAL ELECTRONICS INC – 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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 _____________ Universal Electronics Inc – 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); _____________ Universal Electronics Inc – 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 _____________ dt 248448 ;	Camille Jayne

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