EXHIBIT 10.5


 


 




	
   

  	
  INFOSONICSTM

  	
   

  






 


 


 


 


May 2, 2006


 


 


Timmy Monico


2080 McDaniel Drive


Carrollton, TX 75006


 


Dear Timmy:


 


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


1.             Start
Date.


 


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


2.             Job
Title/Position.


 


a)             You
will 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 America
Region; ii) bringing new relationships to the company in the Tier 1, RSA and
MVNO; iii) running the North America sales strategy for the company; and iv)
developing and maintaining existing vendor relationships, and new vendor
relationships. You will also be expected to perform other tasks consistent with
this position, as may be assigned to you from time to time by the Executive
team. You will not be permitted to accept any other employment, or provide
services for any other entity, in the time period in which you are working for
InfoSonics.


b)            This
offer of employment is contingent upon proof of eligibility for employment in
the United States. Proper documentation may include, but is not limited to, a
U.S. Passport or a Driver’s License and Social Security Card.


3.             “At-Will”
Employment Status.


 


Your employment with
InfoSonics will be “at will,” meaning that either you or InfoSonics may
terminate your employment at any time and for any reason, with or without
cause. Nothing contained in this offer letter is intended to nor shall be
construed as altering such “at will” employment status or creating a contract
or agreement to employ you for a specific term. Although your job duties,
title, compensation and benefits, as well as InfoSonics personnel guidelines
and procedures, may change from time to time, the “at will” nature of your
employment may only be changed in an express written agreement signed by you
and the President of InfoSonics.


4.             Base
Salary.


 


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


 


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each month on the
15th and last days of the month. The expression of your salary as an
annual number is not meant to, and does not, alter the at-will nature of your employment.


In the event that your
employment with InfoSonics is terminated by InfoSonics prior to the first
anniversary of your start date of work for InfoSonics, InfoSonics will pay you
severance in an amount equal to six-months’ base salary, subject to the
following exceptions. You will not be paid this severance if InfoSonics
terminates your employment based upon its good faith belief, to be determined
solely in the discretion of InfoSonics, that: you: (i) breached this Agreement;
(ii) committed an act of dishonesty, fraud, embezzlement or theft in connection
with your duties or in the course of your employment with the Company; (iii)
damaged the property or reputation of the Company; (iv) failed to perform
satisfactorily the material duties of your position after receiving
notification from InfoSonics of your failure(s) to satisfactorily perform and
being 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 adhere
to or execute the Company’s policies; (vii) disclosed confidential information
of the Company to persons not entitled to receive such information; or (viii)
such other behavior detrimental to the interests of the Company as the Company
determines.


5.             Bonus.


 


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


6.             Stock
Options.


 


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


 


7.             Employee
Benefits.


 


Subject to the
eligibility requirements and other terms and conditions of the respective plan
documents, you may be eligible to participate in InfoSonics’ benefit plans
offered to similarly situated employees, if any.


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


8.             InfoSonics’
Policies and Procedures.


 


You agree that you will
abide by all of InfoSonics’ policies and procedures in the performance of your
job duties, including those set forth in the InfoSonics Employee Handbook. You
understand that you will be required to, and will, sign the receipt and
acknowledgement forms set forth in the InfoSonics Employee Handbook.


9.             Representations.


 


By signing this letter
agreement, you represent and warrant to InfoSonics that you are under no
contractual commitments, including without limitation, any confidentiality,
proprietary rights, non-solicitation or non-competition agreement or similar
type of restrictive covenant agreement, other then the agreement between you
and Cellstar dated February 1, 2005, inconsistent with your obligations to
InfoSonics and that you will not at any time during the course of your
employment by Infosonics violate and/or breach any obligation or
contractual/common law commitment that you may have to a third party or prior
employer.


You further represent and warrant that you are not in possession of any
confidential or trade secret information of any other company that you would
use in the course of performing your duties for InfoSonics. InfoSonics expressly
prohibits its employees from using any confidential or trade secret information
belonging to another company in the course of performance of their duties for
InfoSonics.


 


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10.           Company
Property.


 


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


11.           Applicable
Law, Jurisdiction and Venue.


 


a)             Governing
Law:   The parties to this
letter agreement agree that this letter agreement, and the terms hereof, shall
be interpreted in accordance with the law of the State in which you primarily
reside at the time of the execution of this letter agreement, to wit, Texas,
without regard to any conflict of laws.


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


c)             Jury
Trial Waiver:             The parties to
this letter agreement agree that each waives its right to trial by jury for any
claim each may bring against the other, for any reason, in any forum. As noted
above, and as specifically applied here, the parties further agree that this
Jury Trial Waiver shall be interpreted and applied for all purposes (including
procedural and substantive due process) in accordance with the law of the State
in which you primarily reside at the time of the execution of this letter
agreement, to wit, Texas, without regard to any conflict of laws. You may
hereby be waiving a right to jury trial that you might otherwise have,
including in accordance with the Age Discrimination in Employment Act, if
applicable.


12.           Entire
Agreement.


 


This letter agreement
contains all of the terms of your employment with InfoSonics and supersedes any
prior understandings or agreements, whether oral or written, between you and
InfoSonics. The terms and conditions of your employment may be changed only in
a 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.           Time
to Consider and Revocation Period


 


The offer set forth in
this letter remains open for 21 days from the date of your receipt of this
letter, and you have 21 days to consider it. In the event that you accept this
offer (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 and
conditions hereof. In order to revoke your acceptance, you must send to me a
signed writing indicating your revocation, to be received by me prior to the 8th
day after your acceptance. You are advised to consult with an attorney of your
choosing regarding this letter agreement.


We hope that you find the
foregoing terms acceptable. Please indicate your agreement with these terms and
acceptance of this offer by signing and dating this letter agreement below, and
returning it to me as soon as possible, but no later than May 1, 2006. I would
like to reiterate our high regard for you, and in the interim, if I can be of
help, 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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