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Exhibit 10.28
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "AGREEMENT") is entered into as
of
January 2, 2007, by and between Universal Electronics Inc., a
Delaware
corporation (the "COMPANY") and the undersigned party (the
"INDEMNITEE").
RECITALS
A. Indemnitee
has agreed to serve as a director and/or executive officer of
the Company, and, as such, will perform valuable services in
such
capacity for the Company.
B. In order
to induce and encourage the Indemnitee to serve as a director
and/or executive officer of the Company, the Company has determined
and
agreed to enter into this contract with the Indemnitee.
NOW, THEREFORE, in consideration of the Indemnitee's continued
service
as a director and/or executive officer of the Company the parties
hereto agree
as follows:
1.
Indemnification.
a.
Indemnification of Expenses. The Company shall indemnify and
hold harmless the Indemnitee (including the Indemnitee's
spouse,
heirs, estate, executor or personal or legal representatives)
and each person who controls the Indemnitee or who may be
liable
within the meaning of Section 15 of the Securities Act of 1933,
as amended (the "SECURITIES ACT"), or Section 20 of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), to the fullest extent permitted by law, if the
Indemnitee
was or is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism,
or
any hearing, inquiry or investigation that the Indemnitee
believes might lead to the institution of any such action,
suit,
proceeding or alternative dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other
(hereinafter a "CLAIM") by reason of (or arising in part out
of)
any event or occurrence related to the fact that the Indemnitee
is or was a director, officer, employee, controlling person,
agent or fiduciary of the Company, or any direct or indirect
subsidiary of the Company or any direct or indirect parent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee, controlling person, agent or
fiduciary of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action or
inaction on the part of the Indemnitee while serving in such
capacity including, without limitation, any and all losses,
claims, damages, expenses and liabilities, joint or several
(including any investigation, legal and other expenses incurred
in connection with, and any amount paid in settlement of, any
action, suit, proceeding or any claim asserted) under the
Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, that
relate directly or indirectly to the registration, purchase,
sale or ownership of any securities of the Company or to any
fiduciary obligation owed with respect thereto (hereinafter an
"INDEMNIFICATION EVENT") against any and all expenses
(including
attorneys' fees and all other costs, expenses and obligations
incurred in connection with investigating, defending, serving
as
a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in, any
such
action, suit, proceeding, alternative dispute resolution
mechanism, hearing, inquiry or investigation), judgments,
fines,
penalties and amounts paid in settlement (if such
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settlement is approved in advance by the Company, which
approval
shall not be unreasonably withheld or delayed) of such Claim,
and any federal, state, local or foreign taxes imposed on the
Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, and all interest, assessments
and
other charges paid or payable thereon or in respect thereto
(collectively, hereinafter "EXPENSES"). Except as set forth
below in SECTION 1(b), such payment of Expenses shall be made
by
the Company as soon as practicable but in any event no later
than five (5) days after written demand by the Indemnitee
therefor is presented to the Company.
b. Reviewing
Party. Notwithstanding the foregoing, (i) the
obligations of the Company under SECTION 1(a) and SECTION 2(a)
shall be subject to the condition that the Reviewing Party (as
described in SECTION 9(e) hereof) shall not have --- determined
(in a written opinion,
in any case in which the Independent
Legal Counsel referred to in SECTION 9(d) hereof is involved)
that the Indemnitee would not be permitted to be indemnified
under the terms of this Agreement or applicable law and
communicates this in writing to the Indemnitee, and (ii) the
Indemnitee acknowledges and agrees that the obligation of the
Company to make an advance payment of Expenses to the
Indemnitee
pursuant to SECTION 1(a) and SECTION 2(a) (an "EXPENSE
ADVANCE")
shall be subject to the condition that, if, when and to the
extent that the Reviewing Party determines that the Indemnitee
would not be permitted to be so indemnified under applicable
law, the Company shall be entitled to be reimbursed by the
Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if the
Indemnitee has commenced or thereafter commences legal
proceedings in a court of competent jurisdiction to secure a
determination that the Indemnitee should be indemnified under
applicable law, any determination made by the Reviewing Party
that the Indemnitee would not be permitted to be indemnified
under applicable law shall not be binding and the Indemnitee
shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom
have
been exhausted or lapsed). The Indemnitee's obligation to
reimburse the Company for any Expense Advance shall be
unsecured
and no interest shall be charged thereon.
If there has not been a Change in Control (as defined in
SECTION
9(c) hereof), the Reviewing Party shall be selected by the
Board
of Directors or similar governing body of the Company, and if
there has been such a Change in Control (other than a Change in
Control that has been approved by a majority of the Company's
Board of Directors or similar governing body who were in office
immediately prior to such Change in Control), the Reviewing
Party shall be the Independent Legal Counsel referred to in
SECTION 9(d) hereof.
If there has been no determination by the Reviewing Party
within
thirty (30) days after a written demand for indemnification has
been
presented to the Company by the Indemnitee or if the
Reviewing Party determines that the Indemnitee substantively
would not be permitted to be indemnified in whole or in part
under the terms of this Agreement or applicable law and the
Reviewing Party notifies the Indemnitee in writing of such
determination, then the Indemnitee shall have the right to
commence litigation seeking an initial determination by the
court or challenging any such determination by the Reviewing
Party or any aspect thereof, including the legal or factual
bases therefor, and the Company hereby consents to service of
process and to appear in any such proceeding.
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Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and the Indemnitee.
c.
Contribution. If the indemnification provided for in SECTION
1(a) above for any reason is held by a court of competent
jurisdiction to be unavailable to the Indemnitee in respect of
any losses, claims, damages, expenses or liabilities referred
to
therein, then the Company, in lieu of indemnifying the
Indemnitee thereunder, shall contribute to the amount paid or
payable by the Indemnitee as a result of such losses, claims,
damages, expenses or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the
Company and the Indemnitee, or (ii) if the allocation provided
by CLAUSE (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in CLAUSE (i) above but also the relative
fault of the Company and the Indemnitee in connection with the
action or inaction that resulted in such losses, claims,
damages, expenses or liabilities, as well as any other relevant
equitable considerations. In connection with any registration
of
the Company's securities, the relative benefits received by the
Company and the Indemnitee shall be deemed to be in the same
respective proportions that the net proceeds from the offering
(before deducting expenses) received by the Company and the
Indemnitee, in each case as set forth in the table on the cover
page of the applicable prospectus, bear to the aggregate public
offering price of the securities so offered. The relative fault
of the Company and the Indemnitee shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information
supplied by the Company or the Indemnitee and the parties'
relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Indemnitee agree that it would not be just
and equitable if contribution pursuant to this SECTION 1(c)
were
determined by pro rata or per capita allocation or by any other
method of allocation that does not take account of the
equitable
considerations referred to in the immediately preceding
paragraph. In connection with any registration of the Company's
securities, in no event shall the Indemnitee be required to
contribute any amount under this SECTION 1(c) in excess of the
lesser of: (i) that proportion of the total of such losses,
claims, damages or liabilities that are indemnified against,
equal to the proportion of the total securities sold under such
registration statement that is being sold by the Indemnitee or
(ii) the proceeds received by the Indemnitee from its sale of
securities under such registration statement. No person found
guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not found guilty of such
fraudulent misrepresentation.
d. Survival
Regardless of Investigation. The indemnification and
contribution provided for in this SECTION 1 will remain in full
force and effect regardless of any investigation made by or on
behalf of the Indemnitee or the spouse, estate, heirs or
personal or legal representative of the Indemnitee.
e. Change in
Control. The Company agrees that if there is a Change
in Control of the Company (other than a Change in Control that
has been approved by a majority of the Company's Board of
Directors or similar governing body who were in office
immediately prior to such Change in Control) then, with respect
to all matters thereafter arising concerning the rights of the
Indemnitee to payments of Expenses under this Agreement or any
other agreement or under the Company's charter documents as now
or
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hereafter in effect, Independent Legal Counsel (as defined in
SECTION 9(d) hereof) shall be selected by the Indemnitee and
approved by the Company (which approval shall not be
unreasonably withheld or delayed). Such counsel, among other
things, shall, within thirty (30) days after a written demand
for indemnification has been presented to the Company by the
Indemnitee, render its written opinion to the Company and the
Indemnitee as to whether and to what extent the Indemnitee
would
be permitted to be indemnified under the terms of this
Agreement
or applicable law. The Company agrees to abide by such opinion
and to pay the reasonable fees of the Independent Legal Counsel
referred to above and to fully indemnify such counsel against
any and all expenses (including attorneys' fees), claims,
liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.
f. Mandatory
Payment of Expenses. Notwithstanding any other
provision of this Agreement, to the extent that the Indemnitee
has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without
prejudice, in the defense of any action, suit, proceeding,
inquiry or investigation referred to in SECTION 1(a) hereof or
in the defense of any claim, issue or matter therein, the
Indemnitee shall be indemnified against all Expenses incurred
by
the Indemnitee in connection herewith.
2. Expenses;
Indemnification Procedure.
a.
Advancement of Expenses. Subject to SECTION 1(b), the Company
shall advance all Expenses incurred by the Indemnitee as soon
as
practicable but in any event no later than five (5) days after
written demand by the Indemnitee therefor to the Company.
b.
Notice/Cooperation by the Indemnitee. The Indemnitee shall give
the Company notice in writing as soon as practicable of any
Claim made against the Indemnitee for which indemnification
will
or could be sought under this Agreement. Notice to the Company
shall be directed to the Chief Legal Officer of the Company
(the
"CLO") at the Company's address (or such other address as the
Company shall designate in writing to the Indemnitee). The CLO
shall, promptly upon receipt of such a request for
indemnification, advise the Company's Board of Directors in
writing that Indemnitee has requested indemnification. In
addition, Indemnitee shall give the Company such information
and
cooperation as it may reasonably require and as shall be within
Indemnitee's power. The omission to so notify the Company will
not relieve the Company from any liability which it may have to
Indemnitee other than under this Agreement
c. No
Presumptions; Burden of Proof. For purposes of this
Agreement, the termination of any Claim by judgment, or
