EXHIBIT 10.2
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and
entered into as of the ___ day of ___________ by and between Directed
Electronics, Inc., a California corporation (the "Company"), and _______________
(the "Executive").
Recitals
The Board of Directors of the Company (the "Board"), has determined that
it is in the best interests of the Company and its sole shareholder to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat, or occurrence of a Change of Control
(as defined below) of the Company.
The Board believes it is imperative to diminish the inevitable distraction
of the Executive by virtue of the personal uncertainties and risks created by a
pending or threatened Change of Control, to encourage the Executive's full
attention and dedication to the Company currently and in the event of any
proposed Change of Control, to provide the Executive with individual financial
security and, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.
Agreement
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, IT IS HEREBY AGREED AS FOLLOWS:
1. Change of Control
1.1 For the purpose of this Agreement, a "Change of Control" shall
mean:
(i) The acquisition (other than by or from the Company), at
any time after the date hereof, by any person, entity or "group", within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
(the "Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either the then
outstanding shares of common stock or the combined voting power of the then
outstanding voting securities of DEI Holdings, Inc., a Florida corporation and
sole shareholder of the Company ("Parent") entitled to vote generally in the
election of directors; or
(ii) The seven (7) individuals who, as of the date hereof,
constitute the Board of Directors of Parent (as of the date hereof the
"Incumbent Board") cease for any reason to constitute at least a majority of
Parent's Board of Directors; provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Parent's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board; or
(iii) Approval by the stockholders of the Parent of (1) a
reorganization, merger or consolidation with respect to which persons who were
the stockholders of the Parent immediately prior to such reorganization, merger
or consolidation do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company's (or entity's) then outstanding
voting securities in substantially the same proportions as their ownership
immediately prior to such reorganization, merger, or consolidation, (2) a
liquidation or dissolution of the Parent, or (3) the sale of all or
substantially all of the assets of the Parent, unless the approved
reorganization, merger, consolidation, liquidation, dissolution or sale is
subsequently abandoned.
1.2 For purposes of this Agreement, "Cause" shall mean (i) an act or
acts of personal dishonesty taken by the Executive and intended to result in
substantial personal enrichment of the
Executive at the expense of the Company, (ii) repeated violations by the
Executive of the Executive's obligation to use his best efforts to promote the
Company's business which are demonstrably willful and deliberate on the
Executive's part and which are not remedied in a reasonable period of time after
receipt of written notice from the Company to the Executive, or (iii) the
conviction of the Executive of a felony crime.
2. Termination Without Cause Following Change of Control. If, during the
one-year period following a Change of Control, the Company shall terminate the
Executive's employment other than for Cause, the Company shall continue to pay
the Executive his base salary (as in effect on the date hereof and in accordance
with the Company's normal bi-monthly payroll practices) for a period of 12
months following the effective date of Executive's termination of employment.
During such 12-month period, the Executive and/or the Executive's family, as the
case may be, shall be eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies and programs provided
by the Company (including medical and group life plans and programs) as of the
date hereof. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive pursuant to this agreement.
3. Confidential Information and Nonsolicitation of Employees
3.1 The Executive shall hold in a fiduciary capacity for the benefit
of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its subsidiaries, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company and which shall not be or become public
knowledge (other than by acts by the Executive or his representatives in
violation of this Agreement). After termination of the Executive's employment
with the Company, the Executive shall not, without the prior written consent of
the Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.
3.2 While employed by the Company and for a period of 12 months
following the date his employment is terminated, the Executive shall not,
directly or indirectly, for himself or for any other person, firm, corporation,
partnership, association or other entity, attempt to employ or enter into any
contractual arrangement with any employee or former employee of the Company,
unless such employee or former employee has not been employed by the Company for
a period in excess of six months.
4. Successors. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives. This Agreement shall inure
to the benefit of and be binding upon the Company and its successors and
assigns.
5. Miscellaneous
5.1 This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
5.2 All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
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If to the Company:
Directed Electronics, Inc.
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or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
5.3 The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
5.4 The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
5.5 The Executive's failure to insist upon strict compliance with
any provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.
5.6 This Agreement contains the entire understanding of the Company
and the Executive with respect to the subject matter hereof.
5.7 The Executive and the Company acknowledge that, except as set
forth in any written employment agreement between the Executive and the Company
and effective from and after the date hereof, the employment of the Executive by
the Company is "at will," and may be terminated by either the Executive or the
Company at any time. Upon a termination of the Executive's employment prior to a
Change of Control, there shall be no further rights of the Executive under this
Agreement.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Company has caused this
agreement to be executed in its name on its behalf, all as of the day and year
first above written.
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[EMPLOYEE NAME]
DIRECTED ELECTRONICS, INC.
By:
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President and Chief Executive Officer
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Schedule to Exhibit 10.2: The form of Change in Control Severance Agreement
was executed by the following persons:
Employee
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