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**EXHIBIT 10.5**

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| ** ** | **I****NFO****S****ONICS****TM** | ** ** |
|------------|----------------------------------|------------|

 

 

 

 

May 2, 2006

 

 

Timmy Monico

2080 McDaniel Drive

Carrollton, TX 75006

 

Dear Timmy:

 

On behalf of InfoSonicsCorporation (“InfoSonics”), I am pleased to extend to you an offer ofemployment with InfoSonics. We look forward to your joining the InfoSonics teamin the United States. This letter sets forth the terms and conditions of theoffer completely and exclusively that, if you accept, will govern youremployment.

1.             StartDate.

 

Should you accept thisoffer of employment, and meet the conditions set forth herein, it isanticipated that your start date will be June 1, 2006.

2.             JobTitle/Position.

 

## **a)             Youwill be employed in a full-time capacity as the Vice President, North America,reporting to Joseph Ram. In this capacity your responsibilities will include,but are not limited to: i) charting the company vision in the North AmericaRegion; ii) bringing new relationships to the company in the Tier 1, RSA andMVNO; iii) running the North America sales strategy for the company; and iv)developing and maintaining existing vendor relationships, and new vendorrelationships. You will also be expected to perform other tasks consistent withthis position, as may be assigned to you from time to time by the Executiveteam. You will not be permitted to accept any other employment, or provideservices for any other entity, in the time period in which you are working forInfoSonics.**

## **b)            Thisoffer of employment is contingent upon proof of eligibility for employment inthe United States. Proper documentation may include, but is not limited to, aU.S. Passport or a Driver’s License and Social Security Card.**

3.             “At-Will”Employment Status.

 

Your employment withInfoSonics will be “at will,” meaning that either you or InfoSonics mayterminate your employment at any time and for any reason, with or withoutcause. Nothing contained in this offer letter is intended to nor shall beconstrued as altering such “at will” employment status or creating a contractor agreement to employ you for a specific term. Although your job duties,title, compensation and benefits, as well as InfoSonics personnel guidelinesand procedures, may change from time to time, the “at will” nature of youremployment may only be changed in an express written agreement signed by youand the President of InfoSonics.

4.             BaseSalary.

 

In consideration for the performance of your services hereunder onbehalf of InfoSonics, you will be paid a base salary of $120,000 per year(before all required taxes and withholdings and other customary payrolldeductions), payable on

 

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each month on the15th and last days of the month. The expression of your salary as anannual number is not meant to, and does not, alter the at-will nature of your employment.

In the event that youremployment with InfoSonics is terminated by InfoSonics prior to the firstanniversary of your start date of work for InfoSonics, InfoSonics will pay youseverance in an amount equal to six-months’ base salary, subject to thefollowing exceptions. You will not be paid this severance if InfoSonicsterminates your employment based upon its good faith belief, to be determinedsolely in the discretion of InfoSonics, that: you: (i) breached this Agreement;(ii) committed an act of dishonesty, fraud, embezzlement or theft in connectionwith your duties or in the course of your employment with the Company; (iii)damaged the property or reputation of the Company; (iv) failed to performsatisfactorily the material duties of your position after receivingnotification from InfoSonics of your failure(s) to satisfactorily perform andbeing given an opportunity to cure same within 30 days of such notification;(v) are convicted of a felony or a crime of moral turpitude; (vi) failed to adhereto or execute the Company’s policies; (vii) disclosed confidential informationof the Company to persons not entitled to receive such information; or (viii)such other behavior detrimental to the interests of the Company as the Companydetermines.

5.             Bonus.

 

You will be eligible fora quarterly incentive bonus of up to $12,000 that may or may not be grantedbased on your performance and achievement and that of the overall company. Duringyour first 2 quarters of employment your bonus will be guaranteed at $12,000. Thereafter,the metrics used for determination of this discretionary bonus will beformulized by InfoSonics within the first 15 days of each quarter in which youare employed. You must be employed on the date the bonus is paid to be eligibleto receive any bonus.

6.             StockOptions.

 

 Based on approval of the Company’s OptionCommittee you will receive 25,000 stock options, and pursuant to the termsand/or restrictions set forth by either the Option Committee at the time ofsuch grant(s), if any, and/or the terms and conditions of the Company’s 2006Stock Option Plan. These options will vest over a period of three-years, with aone year cliff vesting.

 

7.             EmployeeBenefits.

 

Subject to theeligibility requirements and other terms and conditions of the respective plandocuments, you may be eligible to participate in InfoSonics’ benefit plansoffered to similarly situated employees, if any.

Please note that theterms and conditions of the Infosonics benefit plans and policies may change atany time in the sole and absolute discretion of the Company.

8.             InfoSonics’Policies and Procedures.

 

You agree that you willabide by all of InfoSonics’ policies and procedures in the performance of yourjob duties, including those set forth in the InfoSonics Employee Handbook. Youunderstand that you will be required to, and will, sign the receipt andacknowledgement forms set forth in the InfoSonics Employee Handbook.

9.             Representations.

 

By signing this letteragreement, you represent and warrant to InfoSonics that you are under nocontractual commitments, including without limitation, any confidentiality,proprietary rights, non-solicitation or non-competition agreement or similartype of restrictive covenant agreement, other then the agreement between youand Cellstar dated February 1, 2005, inconsistent with your obligations toInfoSonics and that you will not at any time during the course of youremployment by Infosonics violate and/or breach any obligation orcontractual/common law commitment that you may have to a third party or prioremployer.

You further represent and warrant that you are not in possession of anyconfidential or trade secret information of any other company that you woulduse in the course of performing your duties for InfoSonics. InfoSonics expresslyprohibits its employees from using any confidential or trade secret informationbelonging to another company in the course of performance of their duties forInfoSonics.

 

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10.           CompanyProperty.

 

You agree that anyInfoSonics property in your possession, such as equipment, supplies, telephone,software, keys, notes, papers, memoranda, e-mails, customer/carrier informationor other confidential or trade secret information must be returned to InfoSonicsupon request or at the time of the termination of your employment for anyreason.

11.           ApplicableLaw, Jurisdiction and Venue.

 

a)             **GoverningLaw:**   The parties to thisletter agreement agree that this letter agreement, and the terms hereof, shallbe interpreted in accordance with the law of the State in which you primarilyreside at the time of the execution of this letter agreement, to wit, Texas,without regard to any conflict of laws.

b)            **Jurisdictionand Venue:**    The parties tothis letter agreement agree that in the event a dispute should arise related inany manner to: i) this letter agreement; ii) your employment with InfoSonics;or iii) the termination thereof, an action against the other may only becommenced in the state or federal courts located in San Diego, California. Theparties to this letter agreement consent to jurisdiction in the federal orstate courts located in San Diego, California.

c)             **JuryTrial Waiver:             The parties tothis letter agreement agree that each waives its right to trial by jury for anyclaim each may bring against the other, for any reason, in any forum. As notedabove, and as specifically applied here, the parties further agree that thisJury Trial Waiver shall be interpreted and applied for all purposes (includingprocedural and substantive due process) in accordance with the law of the Statein which you primarily reside at the time of the execution of this letteragreement, to wit, Texas, without regard to any conflict of laws. You mayhereby be waiving a right to jury trial that you might otherwise have,including in accordance with the Age Discrimination in Employment Act, ifapplicable.**

12.           EntireAgreement.

 

This letter agreementcontains all of the terms of your employment with InfoSonics and supersedes anyprior understandings or agreements, whether oral or written, between you andInfoSonics. The terms and conditions of your employment may be changed only ina writing signed by you and the President of InfoSonics, or by InfoSonics’written policies and procedures to be provided to you and/or executed by you.

13.           Timeto Consider and Revocation Period

 

The offer set forth inthis letter remains open for 21 days from the date of your receipt of thisletter, and you have 21 days to consider it. In the event that you accept thisoffer (which is done by executing and returning this letter agreement to me),you then have up to seven days to revoke your acceptance of the terms andconditions hereof. In order to revoke your acceptance, you must send to me asigned writing indicating your revocation, to be received by me prior to the 8thday after your acceptance. You are advised to consult with an attorney of yourchoosing regarding this letter agreement.

We hope that you find theforegoing terms acceptable. Please indicate your agreement with these terms andacceptance of this offer by signing and dating this letter agreement below, andreturning it to me as soon as possible, but no later than May 1, 2006. I wouldlike to reiterate our high regard for you, and in the interim, if I can be ofhelp, please do not hesitate to call me.

 
|                    | Sincerely,                             |
|-------------------------|----------------------------------------|
|                    |                                   |
|                    | /s/ Joseph Ram                         |   |   |
|                    | Joseph Ram                             |
|                    | President and Chief  Executive Officer |
|                    |                                   |
| Accepted and agreed to: |                                   |
|                    |                                   |
|                    |                                   |
| /s/ Timmy Monico        |                                   | May 2, 2006 |   |   |
| Timmy Monico            |                                   | Date |   |   |

 

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