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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, order,
                settlement (whether with or without court approval) or
                conviction, or upon a plea of nolo contendere, or its
                equivalent, shall not create a presumption that the Indemnitee
                did not meet any particular standard of conduct or have any
                particular belief or that a court has determined that
                indemnification is not permitted by applicable law. In addition,
                neither the failure of the Reviewing Party to have made a
                determination as to whether the Indemnitee has met any
                particular standard of conduct or had any particular belief, nor
                an actual determination by the Reviewing Party that the
                Indemnitee has not met such standard of conduct or did not have
                such belief, prior to the commencement of legal proceedings by
                the Indemnitee to secure a judicial determination that the
                Indemnitee should be indemnified under applicable law, shall be
                a defense to the Indemnitee's claim or create a presumption that
                the Indemnitee has not met any particular standard of conduct or
                did not have any particular belief. In connection with any


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                determination by the Reviewing Party or otherwise as to whether
                the Indemnitee is entitled to be indemnified hereunder, the
                burden of proof shall be on the Company to establish that the
                Indemnitee is not so entitled.

        d.      Notice to Insurers. If, at the time of the receipt by the
                Company of a notice of a Claim pursuant to SECTION 2(b) hereof,
                the Company has liability insurance in effect that may cover
                such Claim, the Company shall give prompt notice of the
                commencement of such Claim to the insurers in accordance with
                the procedures set forth in each of the policies. The Company
                shall thereafter take all necessary or desirable action to cause
                such insurers to pay, on behalf of the Indemnitee, all amounts
                payable as a result of such action, suit, proceeding, inquiry or
                investigation in accordance with the terms of such policies.

        e.      Selection of Counsel. If the Company shall be obligated
                hereunder to pay the Expenses of any Claim, the Company shall be
                entitled to assume the defense of such Claim, with counsel
                approved by the Indemnitee, upon the delivery to the Indemnitee
                of written notice of its election to do so. After delivery of
                such notice, approval of such counsel by the Indemnitee and the
                retention of such counsel by the Company, the Company will not
                be liable to the Indemnitee under this Agreement for any fees of
                counsel subsequently incurred by the Indemnitee with respect to
                the same Claim; provided that, (i) the Indemnitee shall have the
                right to employ the Indemnitee's counsel in any such Claim at
                the Indemnitee's expense and (ii) if (A) the employment of
                counsel by the Indemnitee has been previously authorized by the
                Company, (B) the Indemnitee shall have reasonably concluded that
                there is a conflict of interest between the Company and the
                Indemnitee in the conduct of any such defense and shall have
                promptly notified the Company in writing of such determination,
                or (C) the Company shall not continue to retain such counsel to
                defend such Claim, then the fees and expenses of the
                Indemnitee's counsel shall be at the expense of the Company. The
                Company shall not settle any proceeding in any manner which
                would impose any penalty or limitation on the Indemnitee without
                the Indemnitee's prior written consent, which consent shall not
                be unreasonably withheld or delayed.

3.      Additional Indemnification Rights; Nonexclusivity.

        a.      Scope. The Company hereby agrees to indemnify the Indemnitee to
                the fullest extent permitted by law, even if such
                indemnification is not specifically authorized by the other
                provisions of this Agreement. In the event of any change after
                the date of this Agreement in any applicable law, statute or
                rule that expands the right of the Company to indemnify a
                director, manager, officer, employee, controlling person, agent
                or fiduciary, it is the intent of the parties hereto that the
                Indemnitee shall enjoy by this Agreement the greater benefits
                afforded by such change. Upon any change in any applicable law,
                statute or rule that narrows the right of the Company to
                indemnify a director, manager, officer, employee, agent or
                fiduciary, such change, to the extent not otherwise required by
                such law, statute or rule to be applied to this Agreement, shall
                have no effect on this Agreement or the parties' rights and
                obligations hereunder except as set forth in SECTION 8(a)
                hereof.

        b.      Nonexclusivity. The indemnification provided by this Agreement
                shall be in addition to any rights to which the Indemnitee may
                be entitled under the Company's governance documents, any
                agreement, any vote of the equityholders of the Company or
                disinterested members of the Company's Board of Directors or
                similar governing body, applicable law, or otherwise. The
                indemnification provided under this Agreement shall continue as


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                to the Indemnitee for any action the Indemnitee took or did not
                take while serving in an indemnified capacity even though the
                Indemnitee may have ceased to serve in such capacity.

4.      No Duplication of Payments. The Company shall not be liable under this
        Agreement to make any payment in connection with any Claim made against
        the Indemnitee to the extent the Indemnitee has otherwise actually
        received payment (under any insurance policy or otherwise) of the
        amounts otherwise indemnifiable hereunder.

5.      Partial Indemnification. If the Indemnitee is entitled under any
        provision of this Agreement to indemnification by the Company for any
        portion of Expenses incurred in connection with any Claim, but not,
        however, for all of the total amount thereof, the Company shall
        nevertheless indemnify the Indemnitee for the portion of such Expenses
        to which the Indemnitee is entitled.

6.      Mutual Acknowledgement. The Company and the Indemnitee acknowledge that
        in certain instances, federal law or applicable public policy may
        prohibit the Company from indemnifying its directors, managers,
        officers, employees, controlling persons, agents or fiduciaries under
        this Agreement or otherwise. The Indemnitee understands and acknowledges
        that the Company has undertaken or may be required in the future to
        undertake with the Securities and Exchange Commission to submit the
        question of indemnification to a court in certain circumstances for a
        determination of the Company's rights under public policy to indemnify
        the Indemnitee.

7.      Liability Insurance. To the extent the Company maintains liability
        insurance applicable to directors and officers, the Indemnitee shall be
        covered by such policies in such a manner as to provide the Indemnitee
        the same rights and benefits as are accorded to the most favorably
        insured of the Company's directors and officers.

8.      Exceptions. Any other provision herein to the contrary notwithstanding,
        the Company shall not be obligated pursuant to the terms of this
        Agreement:

        a.      Claims Initiated by the Indemnitee. To indemnify or advance
                expenses to the Indemnitee with respect to Claims initiated or
                brought voluntarily by the Indemnitee and not by way of defense,
                except: (i) with respect to actions or proceedings to establish
                or enforce a right to indemnify under this Agreement or any
                other agreement or insurance policy or under the Company's
                governance documents now or hereafter in effect relating to
                Claims for Indemnifiable Events; (ii) in specific cases if the
                Board of Directors or similar governing body has approved the
                initiation or bringing of such Claim; or (iii) as otherwise
                required under applicable law, regardless of whether the
                Indemnitee ultimately is determined to be entitled to such
                indemnification, advance expense payment or insurance recovery,
                as the case may be; or

        b.      Claims Under Section 16(b). To indemnify the Indemnitee for
                expenses and the payment of profits arising from the purchase
                and sale by the Indemnitee of securities in violation of Section
                16(b) of the Exchange Act or any similar successor statute; or

        c.      Claims Excluded Under Law. To indemnify the Indemnitee if: (i)
                the Indemnitee did not act in good faith and in a manner
                reasonably believed to be in or not opposed to the best
                interests of the Company or (ii) with respect to any criminal
                action or proceeding, the Indemnitee had reasonable cause to
                believe the conduct was unlawful or (iii) the Indemnitee shall
                have been adjudged to be liable to the Company unless and only
                to the


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                extent the court in which such action was brought shall permit
                indemnification as provided by applicable law.

9.      Construction of Certain Phrases.

        a.      For purposes of this Agreement, references to the "COMPANY"
                shall include any other constituent entity (including any
                constituent of a constituent) absorbed in a consolidation or
                merger that, if its separate existence had continued, would have
                had power and authority to indemnify its directors, managers,
                officers, employees, agents or fiduciaries, so that if an
                Indemnitee is or was a director, manager, officer, employee,
                agent, control person, or fiduciary of such constituent entity,
                or is or was serving at the request of such constituent entity
                as a director, manager, officer, employee, control person, agent
                or fiduciary of another corporation, partnership, joint venture,
                employee benefit plan, trust or other enterprise, the Indemnitee
                shall stand in the same position under the provisions of this
                Agreement with respect to the resulting or surviving entity as
                the Indemnitee would have with respect to such constituent
                entity if its separate existence had continued.

        b.      For purposes of this Agreement, references to "OTHER
                ENTERPRISES" shall include employee benefit plans; references to
                "FINES" shall include any excise taxes assessed on the
                Indemnitee with respect to an employee benefit plan; and
                references to "SERVING AT THE REQUEST OF THE COMPANY" shall
                include any service as a director, manager, officer, employee,
                agent or fiduciary of the Company that imposes duties on, or
                involves services by, such director, manager, officer, employee,
                agent or fiduciary with respect to an employee benefit plan, its
                participants or its beneficiaries; and if the Indemnitee acted
                in good faith and in a manner the Indemnitee reasonably believed
                to be in the interest of the participants and beneficiaries of
                an employee benefit plan, the Indemnitee shall be deemed to have
                acted in a manner "NOT OPPOSED TO THE BEST INTERESTS OF THE
                COMPANY" as referred to in this Agreement.

        c.      For purposes of this Agreement a "CHANGE IN CONTROL" shall be
                deemed to have occurred if: (i) any "person" (as such term is
                used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (A)
                who is or becomes the "beneficial owner" (as defined in Rule
                13d-3 under the Exchange Act), directly or indirectly, of
                securities of the Company representing ten percent (10%) or more
                of the combined voting power of the Company's then outstanding
                Voting Securities, increases his beneficial ownership of such
                securities by five percent (5%) or more over the percentage so
                owned by such person, or (B) becomes the "beneficial owner" (as
                defined in Rule 13d-3 under the Exchange Act), directly or
                indirectly, of securities of the Company representing more than
                twenty percent (20%) of the total voting power represented by
                the Company's then outstanding Voting Securities, (ii) during
                any period of two (2) consecutive years, individuals who at the
                beginning of such period constitute the Board of Directors or
                similar governing body of the Company and any new director whose
                election by the Board of Directors or nomination for election by
                the Company's stockholders was approved by a vote of at least
                two-thirds (2/3) of the directors then still in office who
                either were directors at the beginning of the period or whose
                election or nomination for election was previously so approved,
                cease for any reason to constitute a majority thereof, or (iii)
                the stockholders of the Company approve a merger or
                consolidation of the Company with any other corporation other
                than a merger or consolidation that 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)
                at least eighty percent (80%) of the total voting power
                represented by the Voting Securities of the Company or


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                such surviving entity outstanding immediately after such merger
                or consolidation, or the stockholders of the Company approve a
                plan of dissolution or complete liquidation of the Company or an
                agreement for the sale, transfer or disposition by the Company
                of (in one transaction or a series of transactions) all or
                substantially all of the Company's assets.

        d.      For purposes of this Agreement, "INDEPENDENT LEGAL COUNSEL"
                shall mean an attorney or firm of attorneys, selected in
                accordance with the provisions of SECTION 1(e) hereof, who shall
                not have otherwise performed services for the Company or the
                Indemnitee within the last three (3) years (other than with
                respect to matters concerning the right of the Indemnitee under
                this Agreement, or of other indemnitees under similar indemnity
                agreements).

        e.      For purposes of this Agreement, a "REVIEWING PARTY" shall mean
                any appropriate person or body consisting of a member or members
                of the Company's Board of Directors or similar governing party,
                or any other person or body appointed by such body, who is not a
                party to the particular Claim for which the Indemnitee is
                seeking indemnification, or Independent Legal Counsel.

        f.      For purposes of this Agreement, "VOTING SECURITIES" shall mean
                any securities of the Company that vote generally in the
                election of directors.

10.     Counterparts. This Agreement may be executed in one or more
        counterparts, each of which shall constitute an original.

11.     Binding Effect; Successors and Assigns. This Agreement shall be binding
        upon and inure to the benefit of and be enforceable by the parties
        hereto and their respective successors, assigns, including any direct or
        indirect successor by purchase, merger, consolidation or otherwise to
        all or substantially all of the business and/or assets of the Company
        and including any estate, spouse, heirs or personal or legal
        representatives of the Indemnitee. The Company shall require and cause
        any successor (whether direct or indirect by purchase, merger,
        consolidation or otherwise) to all, substantially all, or a substantial
        part, of the business and/or assets of the Company, by written agreement
        in form and substance satisfactory to the Indemnitee, expressly to
        assume and agree to perform this Agreement in the same manner and to the
        same extent that the Company would be required to perform if no such
        succession had taken place. This Agreement shall continue in effect with
        respect to Claims relating to Indemnifiable Events regardless of whether
        the Indemnitee continues to serve as a director, officer, employee,
        agent, controlling person or fiduciary of the Company or of any other
        enterprise, including subsidiaries of the Company, at the Company's
        request.

12.     Attorneys' Fees. In the event that any action is instituted by the
        Indemnitee under this Agreement or under any liability insurance
        policies maintained by the Company to enforce or interpret any of the
        terms hereof or thereof, the Indemnitee shall be entitled to be paid all
        Expenses incurred by the Indemnitee with respect to such action,
        regardless of whether the Indemnitee is ultimately successful in such
        action, and shall be entitled to the advancement of Expenses with
        respect to such action, unless, as a part of such action, a court of
        competent jurisdiction over such action determines that each of the
        material assertions made by the Indemnitee as a basis for such action
        was not made in good faith or was frivolous. In the event of an action
        instituted by or in the name of the Company under this Agreement to
        enforce or interpret any of the terms of this Agreement, the Indemnitee
        shall be entitled to be paid all Expenses incurred by the Indemnitee in
        defense of such action (including costs and expenses incurred with
        respect to the Indemnitee counterclaims and cross-claims made in such
        action), and shall be entitled to the advancement of Expenses with


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        respect to such action, unless, as a part of such action, a court having
        jurisdiction over such action determines that each of the Indemnitee's
        material defenses to such action was made in bad faith or was frivolous.

13.     Notice. All notices and other communications required or permitted
        hereunder shall be in writing, shall be effective when given, and shall
        in any event be deemed to be given: (a) five (5) days after deposit with
        the U.S. Postal Service or other applicable postal service, if delivered
        by first class mail, postage prepaid; (b) upon delivery, if delivered by
        hand; (c) one (1) business day after the business day of deposit with
        Federal Express or similar overnight courier, freight prepaid; or (d)
        one (1) day after the business day of delivery by facsimile
        transmission, if deliverable by facsimile transmission, with copy by
        first class mail, postage prepaid, and shall be addressed if to the
        Indemnitee, at the Indemnitee's address as set forth beneath the
        Indemnitee's signature to this Agreement and if to the Company at the
        address of its principal corporate offices (attention: Chief Legal
        Officer) or at such other address as such party may designate by ten
        (10) days' advance written notice to the other party hereto.

14.     Consent to Jurisdiction. The Company and the Indemnitee hereby
        irrevocably consent to the jurisdiction of the courts of the State of
        California for all purposes in connection with any action or proceeding
        that arises out of or relates to this Agreement and agree that any
        action instituted under this Agreement shall be commenced, prosecuted
        and continued only in the courts of the State of California in and for
        Orange County, which shall be the exclusive and only proper forum for
        adjudicating such a claim.

15.     Severability. The provisions of this Agreement shall be severable in the
        event that any of the provisions hereof (including any provision within
        a single section, paragraph or sentence) are held by a court of
        competent jurisdiction to be invalid, void or otherwise unenforceable,
        and the remaining provisions shall remain enforceable to the fullest
        extent permitted by law. Furthermore, to the fullest extent possible,
        the provisions of this Agreement (including, without limitations, each
        portion of this Agreement containing any provision held to be invalid,
        void or otherwise unenforceable, that is not itself invalid, void or
        unenforceable) shall be construed so as to give effect to the intent
        manifested by the provision held invalid, illegal or unenforceable.

16.     Choice of Law. This Agreement shall be governed by and its provisions
        construed and enforced in accordance with the laws of the State of
        California, as applied to contracts between California residents,
        entered into and to be performed entirely within the State of
        California, without regard to the conflict of laws principles thereof.

17.     Subrogation. In the event of payment under this Agreement, the Company
        shall be subrogated to the extent of such payment to all of the rights
        of recovery of the Indemnitee who shall execute all documents required
        and shall do all acts that may be necessary to secure such rights and to
        enable the Company effectively to bring suit to enforce such rights.

18.     Amendment and Termination. No amendment, modification, termination or
        cancellation of this Agreement shall be effective unless it is in
        writing signed by all parties hereto. No waiver of any of the provisions
        of this Agreement shall be deemed or shall constitute a waiver of any
        other provisions hereof (whether or not similar) nor shall such waiver
        constitute a continuing waiver.

19.     Integration and Entire Agreement. This Agreement sets forth the entire
        understanding between the parties hereto and supersedes and merges all
        previous written and oral negotiations, commitments, understandings and
        agreements relating to the subject matter hereof between the parties
        hereto; provided however, that Indemnitee's rights under the Company's
        Certificate of


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<PAGE>

        Incorporation and Bylaws, each as amended or supplemented, and insurance
        policies shall not be adversely effected by this Agreement.

20.     No Construction as Employment Agreement. Nothing contained in this
        Agreement shall be construed as giving the Indemnitee any right to be
        retained in the employ of the Company or any of its subsidiaries.

                IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement on and as of the day and year first above written.



                                            COMPANY:

                                            UNIVERSAL ELECTRONICS INC.,
                                            a Delaware corporation


                                            By:
                                                   -----------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                   -----------------------------



                                            INDEMNITEE:


                                            By:
                                                   -----------------------------
                                            Name:
                                                   -----------------------------


                                            Address for notices:


                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------


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