Strong market positions. We enjoy the #1 market position in vehicle security and convenience products. Over time, we have leveraged this platform to enter other complementary product categories such as mobile video, home audio, and satellite radio, where we have also built strong market positions

EX-10.17 5 p70473a1exv10w17.txt EXHIBIT 10.17 EXHIBIT 10.17 NOTE: PORTIONS OF THIS EXHIBIT INDICTED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT REQUEST. DATE: January 25, 2005 TO: Glenn Busse Directed Electronics, Inc. One Viper Way Vista, CA 92083 FROM: David Nieman Circuit City Stores, Inc. 9950 Mayland Drive Richmond, VA 23233 RE: Program Confirmation This letter will serve as confirmation of the program between Circuit City Stores, Inc. (Circuit City) and Directed Electronics, Inc. (Directed), for exclusive supply in the product categories of Car Security, Remote Start, Keyless and related accessories. This document supersedes any previous written agreement between the two companies. Any change to this program requires 60 days written notice from either party. 1 - EFFECTIVE DATES: 02/01/2005 - 02/28/2006, (freight conversion change date to be determined) 2 - PRICING: Additional data provided on individual sku set-up sheets and accessory price sheets, these prices are subject to [***]% adjustment for freight conversion. [***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

ACCESSORY PRICING: Key accessories are detailed below and an itemized worksheet is submitted electronically for reference on all available parts. [***] Selected accessories will be submitted on sku setup sheets. 2 [***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3 - TERMS: [***] 4 - [***]: Based on Net Volume purchased in time period, using calendar quarters. [***]. a) [***] b) [***] c) [***] 3 [***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 5 - FREIGHT: [***] Directed commits to move to Freight Conversion based on [***] in quoted pricing at a mutually agreed to date. 6 - DEFECTIVES: Circuit City Stores, Inc. will return all defective [***] product [***]. Customer returns of product during the warranty period [***]. Circuit City Stores, Inc. [***], acknowledging the fact that the customer service representatives in our stores are not technicians. [***] Catastrophic Failure: Circuit City may from time to time, inspect and determine true defects vs. consumer returns. Any breach in material or workmanship (true fault/defect) causing product failure exceeding [***]% of any shipment or production lot that is of the same nature will be considered a catastrophic failure of the Product (Catastrophic Failure). In the event of a Catastrophic Failure of Product occurring after the Product has been delivered to Circuit City, Directed shall work in good faith with Circuit City to replace, rework to original specifications, or reimburse at full purchase price or at Circuit City actual repair cost any defective Product returned to or recalled by Circuit City. 7 - [***]: [***] 8 - [***]: [***] 4 [***] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 9 - TIMING: All current on-order and backorders at the time of any price increase will be accepted at previous pricing. 10 - PRODUCT INFORMATION: Directed agrees to Provide Circuit City with a catalog for each store location that contains product literature on all product. Directed will provide an application guide for all products that require one. 11 - INDEMNIFICATION: Directed agrees to protect, defend, hold harmless and indemnify Circuit City Stores, Inc., its agents and employees from and against any and all claims, demands, actions, liabilities, losses, costs and expenses including but not limited to attorney's fees, arising out of Legal conflict, resulting from the negligence of Directed i.e. Circuit City's purchase and/or resale of products from vendor. (Directed will not indemnify Circuit City for injury caused by installation of product that does not comply with the recommended installation procedures of Directed.) 12 - FORECAST: Circuit City Stores, Inc., will provide DIRECTED with a [***] day rolling forecast of products to be purchased on a monthly basis. Forecast within [***] days of required receipt will be considered a firm purchase order. When the (forecast) firm purchase order is sent a response by Directed will be required within [***] days accepting the order. If no response is received the original forecast will be considered firm and orders will be placed. 13 - ORDERS: Circuit City Stores, Inc. will place orders on a [***] basis. All orders will be sent via EDI. 14 - SUPPLY CHAIN: Directed has previously signed the supply chain agreement. 15 - FREIGHT CONVERSION: Directed agrees to move freight conversion at a mutually agreed to date. 16 - SELLING ON THE WEB: Circuit City Stores, Inc. is authorized to sell Directed product on the web subject to the following: 1. All D.I.Y. (Do It Yourself) packaged products can be sold "as is" on an un-installed basis. 2. All Non D.I.Y. product (particularly Python branded products), must include installation at Circuit City. 17 - ADVERTISING: 5