AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.27

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of the 1st day of January, 2007, between DIRECTED ELECTRONICS, INC., a Florida corporation (the “Company”), and JAMES E. MINARIK (the “Executive”).

Recitals

     A. The Company is engaged in the business of designing and marketing consumer branded vehicle security and convenience systems, marketing and selling certain SIRIUS-branded satellite radio receivers and accessories, and supplying home audio and mobile audio and video products (collectively, and as may be modified by the Company from time to time, the “Business”).

     B. The Company and the Executive are parties to that certain Amended and Restated Employment Agreement, dated as of January 1, 2004, as heretofore amended (the “Prior Agreement”).

     C. The Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company, upon the terms and conditions set forth in this Agreement.

Agreement

     NOW THEREFORE, in consideration of (i) the Executive’s employment with the Company, (ii) the compensation paid to the Executive and the benefits provided to the Executive in connection with such employment, (iii) the Executive’s use of the equipment, supplies, facilities and other resources of the Company, and (iv) the opportunity provided to the Executive by the Company to acquire or use information relating to or based on the Business and to work and develop in the field for which the Executive is employed, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
INTERPRETATION OF THIS AGREEMENT

     1.1. Defined Terms. As used herein, the following terms when used in this Agreement have the meanings set forth below:

          1.1.1. “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

          1.1.2. “Base Salary” shall have the meaning given to it under Section 2.2 of this Agreement.

          1.1.3. “Board” means the Board of Directors of the Company.

          1.1.4. “Cause” means (i) the failure by the Executive to perform the Executive’s duties with the Company, as determined by the Board (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), which failure to perform is not cured within 60 days after a written demand for substantial performance is delivered to the Executive by the Board, (ii) the Executive’s conviction of a felony involving deceit, fraud or moral turpitude or with respect to which public knowledge thereof could result in a Material Adverse Effect or materially affect the Executive’s ability to perform his duties, (iii) the engaging by the Executive in conduct which the Board determines is injurious to the Company, monetarily or otherwise, or which could result in a Material Adverse Effect, (iv) the commission by the Executive of an act or acts involving fraud, embezzlement, misappropriation, theft, breach of fiduciary duty or dishonesty against the property or personnel of the Company or any of its Affiliates, (v) the breach by the Executive of any of the terms of this Agreement, which breach is not cured within 15 days after written demand to cure such breach is delivered to the Executive by the Board.

          1.1.5. “Change of Control” means (i) any Person (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities eligible to vote, (ii) the merger or consolidation of the Company with any other corporation or other business entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change of Control, or (iii) the sale or disposition by the Company of all or substantially all of its assets.

          1.1.6. “Company” shall have the meaning given to it in the first sentence of this Agreement.

          1.1.7. “Company Information” means Confidential Information and Trade Secrets.

          1.1.8. “Confidential Information” means confidential data and confidential information relating to the business of the Company (which does not rise to the status of a Trade Secret under applicable law) which is or has been disclosed to the Executive or of which the Executive became aware as a consequence of or through his employment with the Company and which has value to the Company and is not generally known to the competitors of the Company. Confidential Information does not include any data or information that (i) has been voluntarily disclosed to the general public by the Company (other than by any act or omission of the Executive without the approval of the Board), or (ii) otherwise enters the public domain through lawful means.

          1.1.9. “Disability” means the Executive’s inability to perform his normal duties as a result of incapacity due to physical or mental illness, for any 90 consecutive calendar day period or any 60 business days (whether or not consecutive) during any 365 calendar day period.

          1.1.10. "Employment Period” shall have the meaning given to it in Section 2.1 hereof.

          1.1.11. “Executive” shall have the meaning given to it in the first sentence of this Agreement.

          1.1.12. “Good Reason” shall mean (a) the assignment to the Executive of duties inconsistent with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2.3 of this Agreement, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; or (b) the Company’s requiring the Executive to be based at any office or location more than 50 miles from Vista, California, except for travel reasonably required in the performance of the Executive’s responsibilities.

          1.1.13. “Material Adverse Effect” shall mean a material adverse effect on the business, assets, properties, results of operations, financial condition or prospects of the Company or any of its Affiliates.

          1.1.14. “Non-Solicitation Period” shall mean a period of time equal to (i) the Severance Period, if the Executive is terminated without Cause, or (ii) a period of 12 months after the Termination Date if the Executive resigns or if the Employment Period terminates for any reason other than termination by the Company without Cause.

          1.1.15. “Notice of Termination” shall have the meaning given to it in Section 2.1 hereof.

          1.1.16. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

          1.1.17. “Significant Competitor” has the meaning given to it in Section 3.6 hereof.

          1.1.18. “Significant Customer” has the meaning given to it in Section 3.6 hereof.

          1.1.19. “Subsidiary” when used with respect to any Person means any other Person, whether incorporated or unincorporated, of which (i) more than 50% of the securities or other ownership interests or (ii) securities or other interests having by their terms ordinary voting power to elect more than 50% of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly owned or controlled by such Person or by any one or more of its Affiliates.

          1.1.20. “Termination Date” shall have the meaning given to it in Section 2.1 hereof.

          1.1.21. “Trade Secrets” means information of the Company including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, financial data, financial plans, product or service plans, business plans or lists of actual or potential customers or suppliers that (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

          1.1.22. “Welfare Plan Benefits” shall have the meaning given to it in Section 2.4 hereof.

     1.2. Interpretation. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole, as the same from time to time may be amended or supplemented and not any particular section, paragraph, subparagraph or clause contained in this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in masculine, feminine or neuter gender shall include the masculine, feminine and the neuter.

ARTICLE II

     2.1. Duration. The Company agrees to continue to employ the Executive and the Executive agrees to be so employed until the first to occur of (i) January 1, 2010, (ii) the date specified in a Notice of Termination given by the Executive in connection with his voluntary resignation other than for Good Reason (which shall not be less than 60 days from the date such Notice of Termination is given), (iii) the date specified in a Notice of Termination stating that the Board has determined that the Executive’s employment be terminated for Cause, (iv) the date specified in a Notice of Termination given by the Company stating that the Board has determined that the Executive’s employment with the Company is no longer in the best interest of the Company (in which event, the Executive will be entitled to severance pay as described in Section 2.4 below) (termination pursuant to this clause (iv) is sometimes referred to in this Agreement as “termination without Cause”), (v) the date specified in a Notice of Termination given by the Executive in connection with his resignation for Good Reason, (vi) the date of the Executive’s death, or (vii) the date specified in a Notice of Termination given by the Company in connection with a termination of the Executive’s employment by reason of his Disability. For purposes of this Agreement, the term “Employment Period” shall mean such period of employment and the term “Termination Date” shall mean the date on which the Employment Period terminates. Any purported termination of the Executive’s employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 4.1 below, which notice shall indicate the specific termination provision in this Section 2.1 relied upon (a “Notice of Termination”).

     2.2. Salary and Benefits. During the Employment Period, the Company will pay the Executive a base salary at the rate of $550,000 per annum or at such higher rate as the Board designates in its sole discretion from time to time (“Base Salary”), payable in installments consistent with the Company’s

normal payroll schedule, subject to applicable withholding and other taxes. Base Salary for each calendar year after calendar 2006 shall be increased by $25,000 over the previous calendar year so long as the Company achieves EBITDAM equal to or greater than the Company’s EBITDAM for the prior calendar year (i.e., (i) 2008 Base Salary shall be $575,000 if 2007 EBITDAM is at least equal to 2006 EBITDAM, and (ii) 2009 Base Salary shall be increased by $25,000 from 2008 Base Salary if 2008 EBITDAM is at least equal to 2007 EBITDAM). The Base Salary shall also be reviewed, at least annually, for additional merit increases and may, by action and in the discretion of the Board, be increased at any time and from time to time. During the Employment Period, the Executive shall also be entitled to participate in the following programs and receive the following benefits: