Exhibit 10.1



 








Exhibit 10.1






	 	 	 
	 

	 	Richard A. Firehammer, Jr.
	

	 	Senior Vice President & General Counsel






March 1, 2005




Via Facsimile

Mr. Bernard J. Pitz



     Re: Terms of Your Continued Employment



Dear Bernie,




     Thank you for your agreement to continue your employment with Universal Electronics Inc.
(“UEI”) through the end of business on March 31, 2005, at which time your resignation will become
effective (the “Resignation Date”). The terms of your employment are as follows:



     1. UEI will:




	 	(a)  	Pay you, at your current rate of pay (US$250,000 per annum), in
accordance with UEI’s current payroll practices and procedures and on UEI’s
regularly scheduled payroll dates through your Resignation Date; except that on the
April 1, 2005 payroll date, UEI will include all payroll earned by you, including
accrued and unused vacation, through your Resignation Date.
	 
	 	(b)  	Pay you on April 1, 2005, a retention bonus equal to $50,000 so long as
you (i) continue your employment with UEI through the end of business on March 31,
2005 and (ii) each of the items set forth in paragraph 2 have been completed.
	 
	 	(c)  	Continue all benefits currently provided you through your Resignation
Date, including all executive relocation policy benefits. Immediately upon the
effectiveness of your resignation, all such benefits shall cease and UEI will
provide you, in accordance with law, all notices for continuation of health and
disability insurance as required by COBRA. You understand and agree that it is
your responsibility to elect to continue such insurance under COBRA and that you
must notify UEI timely of such election. You further understand and agree that you
shall be solely and fully responsible for all premiums, deductibles and co-payments
as required under the specific insurance plans continued by virtue of your
election. Further, you acknowledge and agree that all benefits provided you under
the executive relocation policy, life insurance and long-term disability provided
you by UEI shall terminate as of the Resignation Date.
	 
	 	(d)  	All stock options granted to you will continue to vest in accordance
with the terms of any such stock option grants and you understand and agree that,
effective immediately on your Resignation Date, the unvested portion of the stock
options shall terminate automatically and be of no further force and effect that
you shall have a limited amount of time (in accordance with the terms of the





UNIVERSAL ELECTRONICS INC.

8190 Carrington Place

Bainbridge Township, Ohio 44023

440-708-0720

440-708-0721 Facsimile

Rickfir@alltel.net









 









 











Mr. Bernard J. Pitz

March 1, 2005

Page 2




	 	   	stock option grants) to exercise any vested portion of the stock option grants and,
if after such time period, you have not exercised the vested portion of the stock
option grants, you will have forfeited them.
	 
	 	(e)  	You shall be entitled to keep the company issued and paid for (i)
lap-top computer and necessary peripherals in your possession after removing all
data and/or other material pertaining to and/or belonging to UEI or any of its
affiliates, subsidiaries, customers and personnel and (ii) cellular telephone so
long as you switch the billing therefore away from UEI.





     2. You will:




	 	(a)  	Assist as is reasonably necessary, during evenings and weekends and via
telephone and email, to complete





	 	 	 	 	 
	 

	 	(i.)
	 	The audit of UEI’s financial statements for the
year ended December 31, 2004, including reviewing and signing (by you)
the Management Representation Letter requested by UEI’s outside auditors,
PricewaterhouseCoopers;
	

	 	(ii.)
	 	The preparation, completion and filing of UEI
Annual Report on Form 10-K for the year ended December 31, 2004 by its
due date of March 16, 2005, including your signing all necessary filings
and certificates;
	

	 	(iii.)
	 	All remaining procedures and internal controls related to
Sarbanes-Oxley compliance efforts on or before the filing of UEI’s Annual
Report on Form 10-K identified in item 2(a)(ii).







	 	(b)  	Complete, in accordance with UEI’s policies and practices, and present
to UEI all expense reports before your Resignation Date and return to UEI all of
its property.
	 
	 	(c)  	Submit to UEI all expense repots that are outstanding and in doing so
clear all previously reimbursed expenses that were paid to you for expense reports
that had not yet been submitted.
	 
	 	(d)  	Sign and deliver to UEI, your resignation dated and effective the
Resignation Date in the form attached hereto.





     If this letter correctly sets forth your understanding of the terms of your continued
employment with UEI, please so indicate by signing and returning to the undersigned, a copy of this
letter. Thank you.


	 	 	 	 	 
	 	Sincerely,


UNIVERSAL ELECTRONICS INC.


Richard A. Firehammer, Jr.

Sr. Vice President and General Counsel
 	 
	 



Agreed this _____ day of

March, 2005


_____________________________________

Bernard J. Pitz

Universal Electronics Inc.

6101 Gateway Drive

Cypress, California 90630



     Attention: Corporate Secretary



     Please be advised that effectively immediately at the end of business on March 31, 2005, I
resign my employment, including without limitation, all officer positions, with Universal
Electronics Inc. and any and all of its affiliates and subsidiaries.


	 	 	 	 	 
	 	Sincerely,





Bernard J. Pitz