exv4w7






Exhibit 4.7




Restricted Stock Unit Award Agreement




     This Restricted Stock Unit Award Agreement (the “Agreement”) is made as of ________,
20__ (the “Grant Date”) by and between Universal Electronics Inc., a Delaware corporation (the
“Corporation”), and the undersigned employee (the “Employee”). As used in this Agreement, the term
“Corporation” shall include, where applicable, any and all of its subsidiaries or related entities.
Any capitalized term used in this Agreement that is not defined herein shall have the meaning
thereof set forth in the Universal Electronics Inc. 2010 Stock Incentive Plan (the “Plan”), a copy
of which can be obtained by written request to the Corporation’s Chief Financial Officer.



     Whereas, the Board of Directors of the Corporation (the “Board”) have approved the
Plan;



     Whereas, the Board has designated and empowered the Compensation Committee of the
Board (the “Committee”) to administer the Plan; and



     Whereas, the Committee has authorized grants of Restricted Stock Units (the “RSUs”)
to Eligible Employees, payable in shares of the Corporation’s common stock, par value $0.01 per
share (“Stock”) pursuant to the terms and conditions set forth in the Plan and in this Agreement;



     Now, Therefore, the parties, intending to be legally bound, hereto agree as follows:




	1.	 	Grant of the RSUs. Subject to the terms and conditions
set forth herein, the Employee is hereby granted                     
(     ) RSUs on the Grant Date.
	 
	2.	 	Vesting of the RSUs and Issuance and Delivery of Stock.
Subject to earlier termination, acceleration or cancellation of
the RSUs as provided herein, the RSUs shall vest in twelve (12)
equal increments (rounded to the nearest whole unit) on the last
day of each calendar quarter (each a “Vesting Date”), commencing
in the first calendar quarter following the Grant Date and
continuing in each calendar quarter thereafter until fully vested;
provided that the Employee continues to be employed by the
Corporation on each such Vesting Date. Subject to Sections 6 and 7
of this Agreement, upon the vesting of the RSUs and as soon as
administratively practicable after each Vesting Date, the
Corporation shall issue and deliver to the Employee (or the
Employee’s estate or legal representative, in the event of
Employee’s death or “Total Disability” (as such term is defined in
Section 4(e)) one (1) share of Stock free and clear of any
restrictions for each vested RSU. Such issued and delivered shares
of Stock shall be in book-entry form maintained by the
Corporation’s Transfer Agent and shall otherwise be transferable
utilizing the Corporation’s Direct Registration System and Profile
Modification System.
	 
	3.	 	Effect of Termination of Employment. Except as set forth
in Section 4, in the event that the Employee’s employment with the
Corporation is terminated for any reason, any RSUs that are
unvested as of such date shall be immediately forfeited and
cancelled




1









 












	 	 	without further action by the parties hereto, and the Employee
shall no longer have any rights with respect to the forfeited and
cancelled RSUs (or any Dividend Equivalents with respect thereto).
	 
	4.	 	Effect of Termination of Employment Without Cause or Due to
Constructive Termination and Effect of Change In Control.






	 	(a)	 	In the event that (i) the Employee’s employment with
the Corporation is terminated (A) by the Corporation
without “Cause” (as such term is defined in Section
4(b) below) or (B) by the Employee as the result of a
“Constructive Termination” (as such term is defined
in Section 4(c) below), or (ii) a “Change in Control”
(as such term is defined in Section 4(d) below)
occurs, the Employee shall be fully vested in the
RSUs as of such date of termination or the effective
date of the Change in Control, whichever may apply,
without further action by the parties hereto.
	 
	 	(b)	 	For purposes of this Agreement, “Cause” shall mean
(i) the willful and continued failure by the Employee
to substantially perform the Employee’s duties with
the Corporation (other than a failure resulting from
the Employee’s death or “Total Disability” (as such
term is defined in Section 4(e) below) after a demand
for substantial performance is delivered to the
Employee by the Corporation, which specifically
identifies the manner in which it is believed that
the Employee has not substantially performed the
Employee’s duties; (ii) the willful engaging by the
Employee in gross misconduct that is materially and
demonstrably injurious to the property or business of
the Corporation; or (iii) the Employee’s commission
of a fraud, misappropriation or a felony. For
purposes of this Section 4(b), no act or failure to
act by the Employee shall be considered “willful”
unless such act or failure to act is done, or omitted
to be done, without good faith and without a
reasonable belief that the Employee’s action or
omission was in the best interests of the Corporation
or not opposed to the best interests of the
Corporation.






	 	(c)   	(i) 	 	For purposes of this Agreement,
“Constructive Termination” shall mean
the termination of the Employee’s
employment with the Corporation by
the Employee within eighteen (18)
months after the occurrence of a
material diminution in the Employee’s
authority, duties, or
responsibilities; provided that a
termination by the Employee will only
constitute a Constructive Termination
if (A) the Employee gives the
Corporation a “Notice of Constructive
Termination” (as defined in Section
4(c)(ii) below) within ninety (90)
calendar days following the
occurrence of the event that
constitutes a Constructive
Termination and (B) the Corporation
fails to remedy the event
constituting a Constructive
Termination within thirty (30)
calendar days after receipt of the
Notice of Constructive Termination
from the Employee. If the Employee
determines that a Constructive
Termination exists and timely files a
Notice of Constructive Termination,
such determination shall be presumed
to be true and the Corporation will
have the burden of proving that a
Constructive Termination does not
exist. Failure of the Employee to




2









 












	 	 	 	provide a Notice of Constructive
Termination within the 90-day period
described above shall be conclusive proof
that the Employee shall not have a
Constructive Termination.
	 
	 	(ii)	 	For purposes of this Section 4(c), “Notice
of Constructive Termination” shall mean a
written notice by the Employee to the
Corporation which sets forth in reasonable
detail the specific reason for a
termination of employment for Constructive
Termination and the facts and circumstances
claimed to provide a basis for such
termination and is provided to the
Corporation in accordance with the terms
set forth in Section 4(c)(i) above.






	 	(d)	 	For purposes of this Agreement, a “Change in Control” shall
be deemed to occur when (i) any “person” or “group” (as
such terms are used in Sections 3(a), 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (the “1934
Act”)), other than (A) a trustee or other fiduciary holding
securities under any employee benefit plan of the
Corporation or (B) a corporation owned directly or
indirectly by the stockholders of the Corporation in
substantially the same proportions as their ownership of
Stock in the Corporation immediately prior to any such
occurrence, is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Corporation representing
20% or more of the total voting power of the then
outstanding securities of the Corporation entitled to vote
generally in the election of directors (the “Voting
Stock”); (ii) individuals who are members of the Board on
the date of this Agreement and any individual who becomes a
member of the Board hereafter whose nomination for election
as a director was approved by the affirmative vote of a
majority of such directors (including any non-director
added pursuant to this clause), cease to constitute a
majority of the members of the Board; (iii) there occurs a
merger or consolidation of the Corporation with any other
corporation or entity, other than a merger or consolidation
which would result in the Voting Stock of the Corporation
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity)
at least 80% of the total voting power represented by the
Voting Stock or the voting securities of such surviving
entity outstanding immediately after such merger or
consolidation; (iv) there occurs a sale or transfer or
disposition of all or substantially all of the
Corporation’s assets to any other corporation or entity,
other than a corporation owned directly or indirectly by
the stockholders of the Corporation in substantially the
same proportions as their ownership of Stock in the
Corporation immediately prior to such sale, transfer or
disposition; or (v) the dissolution or liquidation of the
Corporation.
	 
	 	(e)	 	For purposes of this Agreement, “Total Disability” shall
mean that (i) the Employee is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be
expected to result in death or can be expected to last for
a continuous period of not less than twelve (12) months or
(ii) the Employee is, by reason of any medically




3









 












	 	 	 	determinable physical or mental impairment
that can be expected to result in death or
can be expected to last for a continuous
period of not less than twelve (12) months,
receiving income replacement benefits for a
period of not less than three (3) months
under an accident and health plan covering
employees of the Corporation.






	 
	5.	 	Employee’s Rights as Stockholder. Prior to the vesting of the RSUs, the Employee shall
have no rights as a stockholder with respect to the Stock to be issued upon the vesting of the
RSUs. However, the Employee shall be credited with an amount equal to all cash dividends
(“Dividend Equivalents”) that would have been paid to the Employee if one share of Stock had been
issued to the Employee on the Grant Date for each RSU granted to the Employee as set forth in
this Agreement. Upon the vesting of the RSUs, in addition to the issuance and delivery of Stock
in accordance with Section 2, the Employee shall be entitled to payment of the Dividend
Equivalents in cash.
	 
	6.	 	Changes in Stock. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend or distribution, spin-off, split-up, combination, exchange of
shares, or other change in corporate structure or capitalization affecting the Stock, and if by
virtue of any such change the Employee would have been entitled to additional or different shares
of any security, if one share of Stock had been issued to the Employee on the Grant Date for each
RSU granted to Employee as set forth in this Agreement, the Employee shall, upon vesting of the
RSUs, be entitled to receive such new or additional or different shares or securities and such
new or additional or different shares or securities shall be subject to all of the conditions and
restrictions which were applicable to the Stock pursuant to this Agreement.
	 
	7.	 	Taxes. The Employee shall be liable for any and all applicable federal, state and local
tax withholding requirements arising out of this grant or the vesting of the RSUs hereunder.
Employee shall satisfy his or her withholding tax obligation in accordance with Employee’s
selection of one of the withholding options as set forth in the Withholding Election attached
hereto as Exhibit A and Employee agrees that such selection is irrevocable. The Employee further
agrees that the issuance and delivery of the Stock in accordance with Section 2 is conditioned on
the payment by Employee to the Corporation of an amount equal to the taxes required to be
withheld by the Corporation as a result of the vesting of the RSUs and that no such Stock shall
be issued and delivered to Employee until Employee’s tax withholding obligations have been
satisfied. If the Employee is an executive officer of the Corporation, the election to satisfy
the tax withholding obligations relating to the vesting of the RSUs in the manner permitted by
this Section 7 shall be made during the “window period” as described in the Corporation’s Insider
Trading Policies unless otherwise determined in the sole discretion of the Committee.
	 
	8.	 	Transferability of RSUs. The RSUs or any of the rights granted hereunder may not be
sold, pledged or otherwise transferred otherwise than by will or the laws of descent and
distribution.
	 
	9.	 	Notices. Any notice or demand provided for in this Agreement must be in writing and




4









 












	 	 	must be either personally delivered, delivered by overnight
courier, or mailed by first class mail, to the Employee at the
Employee’s most recent address on file in the records of the
Corporation, and to the Corporation at 6101 Gateway Drive,
Cypress, California 90630, Attention: Chief Financial Officer, or
to such other address or to the attention of such other person as
the recipient party shall have specified by prior written notice
to the sending party. Any notice or demand under this Agreement
will be deemed to have been given when received.
	 
	10.	 	Severability. This Agreement and each provision hereof
shall be valid and enforced to the fullest extent permitted by
law. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision. Without limiting the generality of the
foregoing, if the scope of any provision contained in this
Agreement is too broad to permit enforcement to its fullest
extent, such provision shall be enforced to the maximum extent
permitted by law, and the parties hereby agree that such scope
may be judicially modified accordingly.
	 
	11.	 	Complete Agreement. This Agreement and those documents
expressly referred to herein embody the complete agreement and
understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the
subject matter hereof in any way.
	 
	12.	 	No Promise of Employment. Neither the Plan nor this
Agreement nor any provisions under either shall be construed so
as to grant the Employee any right to remain in the employ of the
Corporation.
	 
	13.	 	Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and all
of which taken together shall constitute one and the same
agreement.
	 
	14.	 	Successors and Assigns. This Agreement is intended to
bind and inure to the benefit of and be enforceable by the
Employee, the Corporation and their respective permitted
successors and assigns (including personal representatives, heirs
and legatees), and is intended to bind all successors and assigns
of the respective parties, except that the Employee may not
assign any of the Employee’s rights or obligations under this
Agreement except to the extent and in the manner expressly
permitted within this Agreement.
	 
	15.	 	Remedies. Each of the parties to this Agreement will be
entitled to enforce its rights under this Agreement specifically,
to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may, in its sole
discretion, apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief in
order to enforce or prevent any violations of the provisions of
this Agreement, without the necessity of posting bond or any
other security.




5









 












	16.	 	Waiver or Modification. Any waiver or modification of
any of the provisions of this Agreement shall not be valid unless
made in writing and signed by the parties hereto. A waiver by
either party of any breach of this Agreement shall not operate as
a waiver of any subsequent breach.
	 
	17.	 	Governing Law. This Agreement shall be governed and
construed and the legal relationships of the parties determined
in accordance with the laws of the state of Delaware without
reference to principles of conflict of laws.
	 
	18.	 	Section 409A of the Code. To the extent applicable, it
is intended that this Agreement and the Plan comply with the
provisions of Section 409A of the Code, so that the income
inclusion provisions of Section 409A(a)(1) do not apply to the
Employee. This Agreement and the Plan shall be administered in a
manner consistent with this intent. Reference to Section 409A of
the Code is to Section 409A of the Internal Revenue Code of 1986,
as amended, and will also include any regulations, or any other
formal guidance, promulgated with respect to such Section by the
U.S. Department of the Treasury or the Internal Revenue Service.





     In Witness Whereof, the parties have executed this Agreement as of the date first
above written.



	 	 	 	 	 

	Employee	 	Universal Electronics Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	Name:

	 	
	 	Its: Chairman & Chief Executive Officer






6









 






EXHIBIT A

Universal Electronics Inc.

2010 Stock Incentive Plan

Restricted Stock Unit Award withholding election




     This RSU withholding election is made by
_________ (“Employee”) with respect to the grant of _________ (___) RSUs (the
“Grant”) in accordance with the terms set forth in the Restricted Stock Unit Award Agreement, dated
_________, 20__ (the “Agreement”). Such election shall be effective on the date as set forth below
and shall be irrevocable after that date. All capitalized terms used in this RSU Withholding
Election shall have the meanings given to them in the Agreement.



     Employee hereby selects the following method to satisfy his or her tax withholding
obligations with respect to the Grant [Place Initials in One Box Only]:




	 	o 	 	I hereby authorize the Corporation to withhold the number of shares of Stock required to satisfy
my tax withholding obligations due on each Vesting Date from the shares of Stock to be issued upon the vesting
of my RSUs.
	 
	 	o 	 	I hereby agree to deliver payment to the Corporation on each Vesting Date in an amount equal to the amount
required to satisfy my tax withholding obligations due on each Vesting Date. I further understand and agree that
no shares of Stock will be issued and delivered to me until such payment has been made.





	 	 	 

	Name:

	 	Date