Contract
Exhibit 10.2
AMENDMENT made effective as of February 6, 2023 to Employment Agreement (the “Employment Agreement”) dated July 8, 2019, as amended, between Voxx International Corporation, 000 Xxxxxx Xxxx., Xxxxxxxxx, Xxx Xxxx 00000 (the “Company”) and Xxxxxxx X. Xxxxxxx, an individual residing at 000 Xxxxxxxxxxx Xxxx., Xxxxxxxxxxx, XX 00000 (the “Executive”). All capitalized terms herein are defined in the Employment Agreement.
WHEREAS, the Employment Agreement appoints and employs the Executive as President and Chief Executive Officer of the Company; and
WHEREAS, the Company’s Board of Directors has resolved to appoint and employ Xxxx Xxxxx as President of the Company effective immediately; and
WHEREAS, Section 4.1C of the Employment Agreement defines the criteria for a resignation by the Executive for Good Reason including, without limitation, a material reduction in the scope of the Executive’s powers, duties, title or responsibilities or the assignment to the Executive of duties materially inconsistent with the Agreement or a material adverse change in the Executive’s title or authority; and
WHEREAS, the duties and responsibilities of Xxxx Xxxxx, as President of the Company, as designated by the Company’s Board of Directors may be deemed to trigger “Good Reason” for the Executive under the Employment Agreement; and
WHEREAS, the Executive desires to cooperate with the Company and has agreed to amend the Employment Agreement to designate certain duties and shared responsibilities in cooperation with and in conjunction with Xxxx Xxxxx, which designated duties and shared responsibilities shall not be deemed to constitute a material reduction in the scope of the Executive’s powers, duties, title or responsibilities or the assignment to the Executive of duties materially inconsistent with the Agreement or a material adverse change in the Executive’s title or authority which would permit the Executive to resign for “Good Reason” his employment with the Company under Section 4.1C thereof:
NOW, THEREFORE, IT IS AGREED BY THE PARTIES AS FOLLOWS:
“Notwithstanding anything contained herein to the contrary, the Designated Duties and Shared Responsibilities for the Executive, as Chief Executive Officer of the Company and for Xxxx Xxxxx, as President of the Company, set forth on Schedule “A” to this Amendment shall not be deemed to constitute a material reduction in the scope of the Executive’s powers, duties, title or responsibilities or the assignment to the Executive of duties materially inconsistent with the Agreement or a material adverse change in the Executive’s title or authority which would permit the Executive to resign for “Good Reason” and receive Post-Employment Benefits under Sections 4.1C and 4.1F of the Employment Agreement, provided that the Executive is in compliance with his duties and obligations under Section 5 of the Employment Agreement.”
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first written above.
EMPLOYER:
VOXX INTERNATIONAL CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
Printed: Xxxxxxx Xxxxxxx
Title: Sr. Vice President/COO
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
SCHEDULE A
DESIGNATED DUTIES AND SHARED RESPONSIBILITIES
Xxx Xxxxxxx:
Beat Kahli:
In the event of a disagreement or dispute with respect to the above roles other than day-to-day operations, the decision of the full Board shall govern.