Sixth amendment to the Employment Agreement dated July 8, 2019 between the Company and Loriann Shelton
Exhibit 10.4
SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into and made effective as of the 31st day of December, 2024, by and between VOXX International Corporation (the “Company”) and Loriann Shelton (“Executive”).
Recitals
WHEREAS, Executive is employed by the Company pursuant to an Employment Agreement effective as of March 1, 2019, as amended five times since then (the “Agreement”);
WHEREAS, the parties hereto reserved the right to amend the Agreement pursuant to the terms of Section 13 thereof; and
WHEREAS, Executive and the Company desire to amend the Agreement as provided herein to ensure that the Agreement explicitly complies with Section 409A of the Internal Revenue Code of 1986, as amended, in all respects and undertakes such amendments pursuant to Prop. Treas. Reg. §1.409A-4, 73 Fed. Reg. 74,380 (Dec. 8, 2008), as partially reproposed at 81 Fed. Reg. 40,569, 40,584 (June 22, 2016), and in accordance with any applicable provisions of IRS Notice 2010-6.
Agreement
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and such other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Executive and the Company hereby agree as follows:
“3.9 Extraordinary Bonus. In consideration of Executive’s additional efforts rendered to date and to be rendered in connection with the disposition of the Company’s non-core assets and a potential sale of all or a portion of the Company, and further provided that there is no Change of Control Event pending or consummated which would entitle Executive to payments under Sections 3.10 and 4.1F(4) of the Agreement, the Company shall pay Executive a one-time bonus in cash or in shares of the Company’s Class A Common shares, the determination of the form of payment to be at the discretion of the Company’s Board of Directors, in the amount of Three Hundred Thousand Dollars ($300,000), payable upon the earlier to occur of (a) a Qualifying Separation or (b) the expiration of the Extended Term. For the purposes of this Section, “Qualifying Separation” means a termination of the Employee’s employment with the Company due to the Employee’s death, by the Company without Cause or due to the Employee’s Disability, or by the Employee for Good Reason.”
616232363.2
“Notwithstanding any other provision herein, the cash bonus provided for pursuant to this Section 3.10 shall be due and payable only in the event that Executive remains employed through the closing of the Change of Control Event.”
“(1) an amount equal to Five Hundred Fifty Thousand Dollars ($550,000), which shall be paid in twelve (12) equal consecutive monthly installments commencing on the Date of Termination.”
“To the extent payments of “nonqualified deferred compensation” (for purposes of Section 409A of the Code) to be made under this Section 4 are conditioned upon the Executive’s execution and non-revocation of a release, such payments shall commence on the sixtieth (60th) day following the Date of Termination and the payment on that date shall be inclusive of all payments of “nonqualified deferred compensation” in arrears that would have otherwise been paid during such 60-day period, provided that such release is executed and becomes effective during such 60-day period.”
[Signature page follows]
IN WITNESS WHEREOF, Executive and the Company have executed this Amendment as of the date first set forth above.
Executive
/s/ Loriann Shelton
Loriann Shelton
VOXX INTERNATIONAL CORPORATION
/s/ Patrick Lavelle
Name: Patrick Lavelle
Title: CEO/President
Signature Page to Sixth Amendment to Employment Agreement