AMENDED COMPLAINT - ASA Electronics...ASAbringsthislawsuitt0stopLCI’sunlawfulmisappropriation0f...

Filed: 4/3/2020 2:30 PMClerk

Elkhart County, Indiana

COUNTY OF ELKHART ELKHART COUNTY CIRCUIT COURTSTATE OF INDIANA CAUSE NO: 20C01-1805-PL-00095

ASA ELECTRONICS LLC,

Plaintiff,Honorable Michael Christofeno

V. Circuit Judge

VINCENT SMITH, RICK CARVER,and LIPPERT COMPONENTS, INC.,

Defendants.

FIRST AMENDED COMPLAINT

Plaintiff ASA Electronics LLC (“ASA”), for its First Amended Complaint

against Defendants Vincent Smith, Rick Carver, and Lippert Components, Inc.

(collectively “Defendants”), alleges:

I. Introduction

1. Jason Lippert loves to Win. That’s Why his publicly traded company,

Lippert Components, Inc. (“LCI”), has as its top core value “a passion about Winning.”

It is also Why LCI has seemingly been so successful, With over $2.5 billion in sales in

2018 alone.

2. But there’s another side t0 Lippert’s and LCI’s single-minded focus

on winning that manifests itself When a smaller company gets in the way 0f their

success.

3. This case is about the other side.

4. ASA Electronics LLC is a company less than a twentieth 0f LCI’s

size.

5. Yet in 2018, ASA was beating Lippert and LCI in a key product race

that was going t0 shape the future 0f the RV industry: RV control systems.

6. Advances in technology now made it possible for the major

components 0f an RV t0 be controlled by an owner’s smartphone, and Lippert saw the

massive profits t0 be made in data and electronics ifLCI was able t0 corner the control

systems market. With a stranglehold 0n the control systems market, LCI could force

RV manufacturers to buy more 0f the other RV components that LCI supplies because

only LCI’s components would be compatible With LCI’s control system. As the control

system supplier, LCI would also obtain valuable data on how consumers used their

RVs from the control systems—data that Lippert could then monetize by selling it to

RV manufacturers and other interested parties.

7. Control systems were so important t0 the future 0f LCI’s business

that LCI invested $36 million in February 2014 to buy its own electronics supplier,

Innovative Design Solutions, Inc. (“IDS”). Almost 70% of IDS’s $19 million in annual

sales were to LCI, yet Jason Lippert looked at IDS as “one 0f the more strategic

acquisitions” LCI had made over the years because 0f its potential t0 help LCI corner

the controls-system market.

8. But despite paying $36 million for IDS, Lippert and LCI did not have

much success cornering the market 0n control systems. In fact, they were losing, and

losing badly, t0 ASA.

9. The control system IDS and LCI had developed, OneControl,

consistently lagged behind ASA’S iN-Command system in the race to r011 out new

features.

10. More importantly, however, Lippert and his team had made a

grievous strategic mistake in the design 0f OneControl: While LCI had focused 0n

building a modular system that would allow RV manufacturers to choose the features

it wanted, ASA had developed an all-in-one system With an all-in-one body control

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module. When RV manufacturers flocked t0 ASA’S all-in-one design because 0f its

simple installation and ease 0f use, Lippert and LCI knew they had a major problem.

1 1. By 2018, the situation was critical. LCI’s customers were prototyping

ASA’s iN-Command system, and LCI was in danger of being kicked out of the control

systems market altogether.

12. To salvage its control systems business, LCI resorted to

misappropriating trade secrets and committing fraud.

13. Jason Lippert began meeting in secret With Vince Smith, the product

development manager for iN-Command, While Smith was still working at ASA, and

Lippert convinced Smith t0 join LCI.

14. Smith then took ASA’S entire project file for developing its all-in-one

control system With him to LCI.

15. After securing Smith, Jason Lippert told some of LCI’s key customers

Who were looking t0 defect to ASA t0 hold off 0n prototyping ASA’S all-in-one system

because LCI would soon have an all-in-one system 0f its own.

16. When ASA reached out t0 LCI t0 see What was going 0n and

determine Why LCI had hired Smith, LCI lied: it told ASA that Smith wasn’t working

0n control systems and that Smith didn’t have any 0f ASA’s confidential information,

When in fact Smith had ASA’S entire project file and at that very moment was meeting

With LCI’s control-systems engineers at its control-systems facility in Michigan.

17. LCI’s lie worked: it bought LCI just enough time to have Smith finish

LCI’s all-in-one system using ASA’S stolen iN-Command project file and keep the

customers it was in danger of losing to ASA.

18. Indeed, now that LCI has an all-in-one system like ASA’s, LCI’s

control systems business has grown.

19. ASA brings this lawsuit t0 stop LCI’s unlawful misappropriation 0f

its trade secrets, and t0 obtain damages for the unlawful competitive advantage LCI

has obtained by stealing ASA’S trade secrets.

20. In addition, ASA seeks punitive damages t0 deter LCI from ever

engaging in this type 0f behavior again.

II. The Parties, Jurisdiction, and Venue

21. PlaintiffASA is an Indiana limited liability company headquartered

in Elkhart, IN.

22. Defendant LCI is a corporation formed under the laws 0f the State 0f

Delaware With a principal place of business at 8501 County Road 6 East, Elkhart, IN

46514.

23. Defendant Vincent Smith (“Smith”) was an employee ofASA for more

than ten years. At the time this lawsuit was filed, Smith resided at 56426 CR 21 #1,

Bristol, IN 46507.

24. Rick Carver was ASA’S RV Sales Account Manager and managed and

serviced all of ASA’s West-coast OEM and aftermarket customers. Carver resides at

2316 S. Oakcrest Drive, Palm Springs, CA 92264.

25. The Court has jurisdiction over the subject matter 0f this case.

26. The Court has personal jurisdiction over all Defendants as the facts

giving rise to all claims alleged in the First Amended Complaint have sufficient

contacts t0 the State of Indiana.

27. Venue in Elkhart County is proper and preferred under Trial Rule

’7 5.

III. Factual Allegations

ASA Electronics LLC

28. ASA designs, manufactures, and markets audio/Visual and electronic

accessories for the RV, marine, agriculture, heavy duty, and power sports industries,

domestically and internationally. ASA manufactures and markets audio/Visual and

electronic accessories under the Jensen® brand, a Widely recognized name brand and

supplier of audio/Visual and electronic accessories for RVs. ASA supplies thousands

0f manufacturers and consumers With its products worldwide.

29. ASA’S business is highly competitive. As a result, ASA relies 0n the

goodwill it generates through representative contact with customers and suppliers

and by keeping sensitive customer, supplier, and other business information

confidential. ASA’S customers, and other customers for audio/Visual and electronic

accessories, are not readily identifiable. Instead, to solicit customers, ASA attends

trade shows and seeks t0 cultivate contacts made at those trade shows. ASA also

identifies customers through its established relationships With distributors and

representatives throughout the world.

30. ASA’S confidential information and trade secrets include, among

other things, information about ASA’S products, customers, and business partners,

including contract terms and negotiation histories, purchasing histories, customer-

specific pricing information, customer-specific price quotes, profits and profit

margins, sales information, landed costs for ASA’s products and their components,

strategic business and marketing plans, the regional distributors specific t0 ASA’S

international customers, market research about a customer and a customer’s region

compiled by ASA employees based 0n conversations With distributors and customers,

and proprietary product development and design information (collectively “Trade

Secrets”). ASA’S Trade Secrets are critical t0 its success.

31. ASA has invested over a million dollars to develop its relationships

with customers and distributors throughout the world, and has compiled information

about these customers, as described above. ASA protects its physical offices Via

permanently locked premises, key card access, and CCTV t0 protect its electronic

systems, and intellectual property, and ASA has implemented appropriate security

measures t0 protect its confidential information and Trade Secrets.

32. Additionally, ASA’s Employee Handbook contains a number 0f

provisions outlining security measures and expectations concerning privacy and

communications. The Employee Handbook resides 0n the ASA network. A11

employees are trained 0n Where to access the Employee Handbook. Carver was

provided a hard copy 0f the Employee Handbook in 2003 and the ASA HR manager

went over all policies With him at that time. The HR manager also reviewed all 0f

the policies With Smith during his employee orientation. A11 ASA employees,

including Smith and Carver, signed a form acknowledging review of the Employee

Handbook.

33. ASA implements the following security measures:

(a) each employee is required to have an electronic key card t0 enter

the ASA facility;

(b) Visitors t0 ASA’S facilities are not permitted entry Without specific

authorization or permission;

(c) ASA has permanent security cameras at its facilities;

(d) access t0 ASA’S computers is protected by user names and

passwords, and there are different levels of access granted t0 each

user on a need-to-know basis; and

(e) ASA has Non-Disclosure Agreements With key vendors and

suppliers.

iN—Command® Control Systems

34. In 2015, ASA Electronics partnered with an RV manufacturer t0

launch the iN-Command® Control Systems (“iN-Command”), t0 be sold exclusively

in that RV manufacturer’s RVs for a period 0f two years.

35. iN-Command was designed and developed as an RV control system

consisting 0f a control panel and control board.

86. The control panel was a ’7” color touchscreen (or smaller display

commander) located Within the RV that would provide control and monitoring 0f

various electronic systems Within the RV.

87. The control board, otherwise known as a body control module, was

designed as a single piece that allows all the circuits from the RV t0 come t0 a single

place.

88. The iN-Command system serves as a central hub of operations that

allows an RV owner t0 remotely control and monitor from his 0r her cell phone the

following RV functions:

o motorized functions including the electric slide-outs, roof—vent fans,

awnings, electric jack control, and the electric hitch;

o lighting functions including multiple light zones, awning light, and

analog and digital switch control;

o safety features such as the patented Travel Lock Out and body control

module with onboard manual overrides;

o monitoring functions including the fresh water tank, black tanks, gray

tanks, and dual battery monitoring; and

o system functions including the water heater, water pump, HVAC, and

generator.

39. iN-Command utilizes RV-C connectivity to communicate digitally

with RV systems and components. This efficient 2-Wire “plug and play” interface

simplifies installation and reduces Wiring costs for RV manufacturers.

40. Furthermore, iN-Command’s all-in-one body control module provides

a centralized connection point for all 0f the vehicle’s monitored and controlled circuits.

This design also results in easier installation for the RV manufacturer as well as

improved efficiency for dealerships when servicing or troubleshooting.

41. ASA has spent in excess 0f three million dollars researching and

developing iN-Command over the course 0f approximately four years. ASA keeps the

bulk 0f the information related to that research and development in the first

generation iN-Command project file.

42. It is the first generation iN-Command project file that would be most

useful t0 anyone wanting t0 copy ASA’S iN-Command and its centralized, all-in-one

body control module. That project file shows the history 0f ASA’S development of iN-

Command and its “lessons 1earned”—valuab1e proprietary information that is not

obtainable simply from examining the product itself.

43. Smith had access t0 all Trade Secrets related to iN-Command,

including the first-generation iN-Command project file and the plans for

improvements t0 iN-Command that were t0 be incorporated in 2019 and beyond. In

addition, Smith had access t0 ASA’S Trade Secrets relating t0 other ASA products as

well.

The Defendants

Vincent Smith and his Non-Disclosure Agreement

44. Smith was ASA’s Product Development Manager. As a Product

Development Manager, Smith was responsible for overseeing the development 0f

amplifiers, speakers, marine audio systems, and iN-Command.

45. In his position as Product Development Manager, Smith was the key

player in developing and designing iN-Command. This involved all research and

development, product development, testing, planning, and meeting With overseas

vendors and suppliers for iN-Command. Smith also led the design and development

effort for marine audio systems.

46. ASA provided Smith with market research, as well as the resources

t0 travel, meet With suppliers, and discuss development 0f ASA products. Through

his contact With ASA vendors, suppliers, and customers, Smith gathered information

about product costs and learned key product development information and strategies.

47. Smith also gained product development knowledge and experience

running the testing protocols in the specially designed testing suite at ASA.

48. Smith had access t0 ASA’s Trade Secrets and confidential

information, including but not limited t0 product development and design and

vendor/supplier information, such as the terms 0f current and potential contracts,

purchasing histories, pricing information, price quotes, profits and sales information,

and market research about products developed and designed by ASA.

49. In order t0 protect ASA’S Trade Secrets and confidential information,

ASA required Smith to sign a Covenant against Competition and Non-Disclosure

Agreement (Smith’s “Non-Disclosure Agreement”) as a condition 0f his employment

With ASA. A genuine and authentic copy 0f Smith’s Non-Disclosure Agreement is

attached as Exhibit A.

50. Section 2 0f Smith’s Non-Disclosure Agreement (the “Non-Disclosure

Provision”) precluded Smith from using or disclosing ASA’s confidential information.

In particular, Smith agreed that he would not “disclose, at any time either during 0r

subsequent t0 [Smith's] employment, any information, knowledge, 0r data concerning

0r relating t0 ASA, its customers, suppliers and/or sources of supply, customer 0r

supply pricing information, plans or programs, 0r other information concerning ASA

and its business which is 0f a proprietary 0r confidential nature t0 any other person,

firm 0r entity.” (Id. § 2.) Smith also agreed that “upon the voluntary 0r involuntary

termination 0f [Smith’s] employment, the Employee shall deliver t0 ASA any and all

documents, equipment, brochures, price lists, catalogs, equipment 0r other records

relating t0 0r concerning [Smith’s] employment and ASA.” (Id.)

51. In Section 3(A) of his Non-Disclosure Agreement (the “Non-Diversion

Provision”), Smith agreed that “for a period 0f one (1) year from and after the

termination 0f [his] employment, the Employee Will not directly 0r indirectly divert

0r assist any others in the diversion of any existing or prospective business of the

Corporation, which existing 0r prospective business the Employee served or solicited

0n behalf 0fASA during [Smith’s] employment With ASA.” (Id. § 3(A).)

52. In Section 3(C) 0f his Non-Disclosure Agreement (the “Non-

Solicitation Provision”), Smith agreed that “for a period 0f one (1) year from and after

the termination of [his] employment”, Smith would not “directly or indirectly entice,

aid 0r cooperate with others in the solicitation or enticement away 0f any employee,

customer or supplier 0fASA t0 any new 0r existing business in competition With ASA

in relation t0 any supplier or customer [that Smith] solicited 0r had contact with

during [Smith’s] employment With ASA.” (Id. § 3(C).)

53. In Section 5 of his Non-Disclosure Agreement, Smith agreed “that in

the event 0f any breach of this Agreement, the injuries and damages t0 ASA shall be

immediate and irreparable” and further agreed t0 pay costs incurred by ASA t0

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enforce the Non-Disclosure Agreement “including the reasonable attorney fees 0f

ASA.” (Id. § 5.)

Rick Carver and his Non-Disclosure Agreement

54. From 2002 up until March 2018, Carver was ASA’S RV Sales Account

Manager and managed and serviced all 0f ASA’S West-coast original equipment

manufacturers (“OEMS”) and U.S. and worldwide aftermarket customers.

55. During his tenure at ASA, Carver serviced and helped develop ASA’S

aftermarket business 0n the West coast.

56. As ASA’S RV Sales Account Manager, Carver was the point 0f contact

for all 0f ASA’S West-coast OEM and aftermarket customers and was the primary

ASA employee With Whom most of ASA’s West-coast customers had contact.

57. ASA provided Carver With market research as well as the resources

t0 travel, call 0n customers, and promote ASA’S products.

58. Carver had access t0 ASA’s Trade Secrets and confidential

information, including but not limited t0, information 0n product development and

design; information on ASA’S costs, including the landed cost 0f ASA’S products and

their components; and customer information such as the terms of current and

potential contracts, purchasing histories, pricing information, price quotes, profits

and sales information, and market research about ASA’S customers and each

customer’s region compiled by ASA employees based 0n conversations With

distributors and customers.

59. Carver also developed goodwill With ASA’S customers, all While being

employed, supported, and compensated by ASA.

60. In order t0 protect ASA’S Trade Secrets, confidential information,

and goodwill, ASA required Carver to sign a Covenant against Competition and Non-

Disclosure Agreement (Carver’s “Non-Disclosure Agreement”) as a condition 0f his

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employment With ASA. A genuine and authentic copy 0f Carver’s Non-Disclosure

Agreement is attached as Exhibit B.

61. Section 2 0f Carver’s Non-Disclosure Agreement (the “Non-

Disclosure Provision”) precluded Carver from using 0r disclosing ASA’S confidential

information. In particular, Carver agreed that he would not “disclose, at any time

either during or subsequent t0 [Carver’s] employment, any information, knowledge,

0r data concerning 0r relating t0 ASA, its customers, suppliers and/or sources 0f

supply, customer 0r supply pricing information, plans 0r programs, 0r other

information concerning ASA and its business which is of a proprietary 0r confidential

nature t0 any other person, firm 0r entity.” (Id. § 2.) Carver also agreed that “upon

the voluntary or involuntary termination of [Carver’s] employment, the Employee

shall deliver to ASA any and all documents, equipment, brochures, price lists,

catalogs, equipment or other records relating to or concerning [Carver’s] employment

and ASA.” (Id.)

62. In Section 3(A) of his Non-Disclosure Agreement (the “Non-Diversion

Provision”), Carver agreed that “for a period 0f one (1) year from and after the

termination 0f [his] employment, the Employee Will not directly or indirectly divert

0r assist any others in the diversion of any existing or prospective business of the

Corporation, which existing 0r prospective business the Employee served 0r solicited

0n behalf 0fASA during [Carver’s] employment With ASA.” (Id. § 3(A).)

63. In Section 3(B) of his Non-Disclosure Agreement (the “Non-

Competition Provision”), Carver agreed that “for a period 0f one (1) year after

termination [0f employment]”, Carver would not work for any business that sells

products “t0 accounts Which [Carver] served 0r solicited 0n ASA’S behalf during

[Carver’s] employment With ASA. . ..” (Id. § 3(B).)

64. In Section 3(C) 0f his Non-Disclosure Agreement (the “Non-

Solicitation Provision”), Carver agreed that “for a period 0f one (1) year from and after

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the termination 0f [his] employment”, Carver would not “directly 0r indirectly entice,

aid 0r cooperate With others in the solicitation 0r enticement away 0f any employee,

customer or supplier 0fASA t0 any new 0r existing business in competition With ASA

in relation to any supplier or customer [that Carver] solicited or had contact With

during [Carver’s] employment With ASA.” (Id. § 3(0).)

65. In Section 5 0f his Non-Disclosure Agreement, Carver agreed “that

in the event 0f any breach 0f this Agreement, the injuries and damages t0 ASA shall

be immediate and irreparable” and further agreed t0 pay costs incurred by ASA t0

enforce the Non-Disclosure Agreement “including the reasonable attorney fees 0f

ASA.” (Id. § 5.)

LCI

66. LCI is a publicly traded company with $2.5 billion in annual sales.

Its CEO is Jason Lippert, and it has over 10,000 employees.

67. LCI’s primary line of business is selling components t0 the RV

industry.

68. One 0f LCI’s top goals as a company is t0 supply as many 0f the

components as possible that g0 into each new RV—slide outs, Windows, awnings,

furniture, chasses, electronics, and more.

69. With RV control systems, Jason Lippert saw a key opportunity t0

help LCI towards that goal.

’70. Not only would supplying a control system to each RV give LCI

another component t0 supply, but LCI could use the control system t0 leverage

manufacturers into buying other components supplied by LCI, since only LCI’s

components would be fully compatible With LCI’s control system.

’71. In addition, With the advent 0f Wireless internet technology, an

electronic control system could provide LCI with valuable data about how customers

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use their RVs in real time, Which LCI could then sell back to the RV manufacturer

and other interested parties.

’72. As part of Lippert’s control system strategy, LCI acquired Innovative

Design Solutions Inc. (“IDS”), an electronics company based in Troy, Michigan. IDS

is a competitor 0f ASA and designs, develops, and manufactures electronic systems

for RV applications.

’73. LCI paid $36 million in February 2014 to buy IDS, even though

almost 70% 0f IDS’S $19 million in annual sales were t0 LCI—so LCI was, in large

part, just buying its own sales. Yet Jason Lippert looked at IDS as “one 0f the more

strategic acquisitions” LCI had made over the years precisely because 0f one of the

key products IDS supplied t0 LCI: the One Control control system.

74. One Control (formerly MyRV) is a system for electronically

controlling certain components in an RV. Unlike iN-Command, however, One Control

was developed t0 be a modular system. Instead 0f having one all-in-one body control

module, the LCI system had multiple modules for specific functions, like lighting and

tank monitoring, for example.

’75. LCI thought that a modular system would be more attractive t0 RV

manufacturers, since it would allow manufacturers to save cost by tailoring the

system t0 only those functions that they wanted t0 control, instead 0f having t0 pay

for an all-in-one system that came With functions that the manufacturers were not

using.

Lippert’s modular strategy does not work, and by 2017 LCI needed to get anall—in-one board into the market ASAP.

’76. As it turned out, LCI’s modularly designed control system was a flop.

’77. LCI’s customers disliked One Control because it was much more

complex than ASA’s iN-Command. While ASA’s all-in-one body control module made

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it easy for RV manufacturers to install and service the control system, LCI’S modular

system was very difficult t0 install and not easy t0 service.

78. With iN-Command, installers and service techs only had t0 worry

about a single body control module in one place with one set 0f Wires. In contrast,

LCI’s system had multiple controllers in multiple locations With a tangle 0f Wires.

79. Here’s pictures 0f the two systems demonstrating visually the

difference:

'I‘v“ “I " “TL“ “2'

ASA's 'iN—Cmmand AII-in-One BCM

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80. Even Jason Lippert himself recognized that installing One Control’s

modular system “look[ed] like a science project,” and that LCI would have trouble

landing business if One Control’s installations looked messy.

81. By 2017, therefore, Jason Lippert and LCI had realized that they

needed “to get [an] all in one board in play ASAP” if LCI was going to “win.” Making

such a board became “the most important improvement to OneControl,” and was

being promised t0 LCI’s customers by December 2017.

LCI struggles to develop a workable all-in-one body control module, missingseveral critical deadlines to do so.

82. Although it promised customers an all-in-one body control module by

December 2017, delays soon pushed that date to January 2018. And by January 2018,

it was clear that the project was still not finished With n0 end in sight.

83. Yet if LCI was going to make an all-in-one system like ASA’s, time

was running out. In January 2018, LCI lost Keystone’s control-systems business for

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Keystone’s Cougar line t0 ASA’S iN-Command. And other LCI customers were

beginning t0 prototype ASA’S system. LCI’s control systems business, for Which it had

just paid $36 million, was therefore 0n the ropes.

84. By March 2018, the situation was getting dire. While Jason Lippert

was outwardly begging customers like Forest River t0 hold off 0n switching to iN-

Command because LCI had an all-in-one board 0n the way, Within LCI he was venting

his frustration t0 the head of his electronics division for LCI’s failure to deliver an a11-

in-one module: “We’ve been talking about the uber [all-in-one] board for a year now.

WHEN does it release”?

85. If LCI could not deliver a workable prototype of an all-in-one body

control module that mimicked ASA’S, its biggest customers—like Grand Design,

Forest River, and Heartland—were going to go over t0 ASA, and LCI might very well

find itself out of the control systems business altogether.

Jason Lippert lures Vince Smith away from ASA to finish LCI’s all-in-one

body control module, and Smith uses ASA’s stolen project file to do so.

86. T0 get an all-in-one control board like ASA’S, Jason Lippert knew he

could not simply acquire ASA, as initial overtures he had made about an acquisition

to ASA had been rebuffed a few years earlier.

87. A different plan, however, soon presented itself to Lippert. On

February 14, 2018, Jason Lippert met secretly With ASA’S Rick Carver While Carver

was still employed by ASA. At that meeting and in subsequent correspondence and

conversations, Carver suggested a strategy to Lippert for LCI averting disaster in the

control systems market.

88. According t0 that strategy, Lippert and LCI would first hire Vince

Smith, ASA’S iN-Command product development manager. While Smith was working

0n developing LCI’s all-in-one body control module t0 make it like ASA’s, LCI (With

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Carver’s assistance) would stall those RV manufacturers Who were considering iN-

Command until LCI’s product was ready.

89. Jason Lippert liked that strategy. And he had no problems bashing

ASA t0 Carver (Who, again, was still employed by ASA at that time), telling Carver

that “you can have ‘losing, easy and shitty’ 0r ‘Winning, challenging and fun.’ ASA V.

LCI.”

90. The day after meeting with Carver, Lippert reached out directly t0

Vince Smith.

91. Lippert then met secretly With Smith on February 20 while Smith

was still employed With ASA.

92. Following that meeting, Jason Lippert arranged for Smith to travel

up t0 the facility where LCI makes One Control between February 28 and March 1.

93. Lippert also agreed t0 pay Smith far more than Smith was making

at ASA.

94. Smith made the trip up t0 LCI’s One Control facility 0n March 1

while he was still employed at ASA.

95. Before he did so, however, he took ASA’S confidential and proprietary

information with him.

96. On February 19, the day before Smith requested personal leave from

ASA (omitting to tell ASA that the leave was so that he could go up t0 LCI’s One

Control facility in Michigan), Smith accessed ASA’S password-protected network and

began copying ASA’S highly sensitive and confidential business information.

97. A week later, 0n February 26 before traveling t0 LCI’s One Control

facility in Michigan, Smith again accessed ASA’S password-protected network and

downloaded over 300 megabytes and 120 files 0f highly sensitive and confidential

information ofASA’s onto a portable drive. The information that Smith took included:

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o the entire first generation iN-Command project file, showing all decision

paths and lessons learned throughout the entire project;

o all user interface documents;

o files including 3-dimension and CAD drawings for all parts and components

in the product assembly;

o renderings for the system’s display commander;

o all software files; and

o cost documents, including documents showing development costs,

amortization terms, and unit cost information.

Smith subsequently made two back-up copies of these documents, Which he had With

him When he went t0 work for LCI.

98. After downloading that confidential and proprietary information,

Smith flew on February 28, t0 Troy, MI for a meeting With LCI’s control systems

engineers.

99. When he came back, 0n March 2, Smith resigned from ASA.

To buy time to finish LCI’s all-in-one system, Smith and LCI lie to ASA.

100. When he resigned, Smith told ASA’S head of engineering, Jerry

Maffetone, that Smith would not be working 0n control systems for LCI. ASA took

Smith at his word, believing he would be working in one 0f LCI’s many non-

competitive divisions.

101. On March 5, Smith began working for LCI.

102. To confirm that What Smith told Maffetone was true, 0n March 8,

2018, ASA sent Smith a letter reminding Smith of his obligations under his Non-

Disclosure Agreement. A genuine and authentic copy 0f ASA’S letter is attached as

Exhibit C.

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108. The next day, Jason Lippert texted Smith to remind Smith t0 tell one

0f ASA’S biggest iN-Command customers how “fired up” Smith was t0 be working on

the competing One Control. And three days later, 0n March 12, Lippert sent Smith

0n a week-long trip t0 LCI’s One Control facility in Michigan to meet With LCI’s

engineers Who were working 0n LCI’s all-in-one system.

104. Yet in responding t0 ASA’S letter, neither Smith nor LCI mentioned

either of those things.

105. Instead, in an email dated March 12, 2018, Smith responded by

telling ASA’S counsel that he had delivered all personal property t0 ASA and “d[id]

not have any other materials, equipment, documents or electronically stored

information that belongs t0 ASA Electronics.” A genuine and authentic copy of

Smith’s March 12 email response is attached as Exhibit D.

106. On March 12, 2018, Lippert, through its corporate counsel, Shawn

Lewis, also responded t0 ASA’S letter, telling ASA that Smith would not be working

0n control systems for LCI. In addition, LCI provided to ASA a New Employee

Acknowledgement, signed by Smith (“Acknowledgement”), representing that Smith

(i) did not possess any ASA confidential information, (ii) would not use any ASA

confidential information While employed by LCI, (iii) understood his obligations

under his Non-Disclosure Agreement With ASA, and (iv) had been instructed by LCI

t0 comply With those obligations. A genuine and authentic copy 0f LCI’s March 12

email response and Acknowledgement are attached as Exhibit E.

107. The representations made by Smith and LCI 0n March 12, however,

were not true, as both Smith and LCI well knew. At the time Smith and LCI made

these representations t0 ASA, Smith had ASA’S first generation iN-Command project

file and other ASA confidential information in his possession and had already begun

working on LCI’s One Control system.

20

108. ASA reasonably relied on these representations, and held off 0n filing

suit against Smith and LCI until May 16, 2018, after it discovered information from

another company that led it t0 believe that Smith’s and LCI’s representations were

lies.

109. During that crucial time period, Smith used scores 0f proprietary

files from ASA’s first generation iN-Command project file t0 complete LCI’s all-in-one

body control module, which greatly accelerated the development 0f LCI’s all-in-one

control system.

110. The stolen information that Smith used to accelerate the

development 0f LCI’s all-in-one control system was not the type of information that

could be determined simply from analyzing the product alone.

111. As a result 0f Smith’s use 0fASA’S stolen trade secrets, LCI was able

t0 d0 in a few months What it took ASA years to d0: complete an all-in-one body control

module that was ready for market.

112. LCI knew, or had reason t0 know, that Smith was making use 0f

ASA’S trade secrets When working 0n helping LCI complete its development 0f an a11-

in-one control system.

118. As a result 0f Smith’s and LCI’s illegal use 0f ASA’S trade secrets,

LCI was able t0 keep the customers that were considering switching over t0 ASA’S

iN-Command system.

114. As a result 0f Smith’s and LCI’s illegal use 0f ASA’S trade secrets,

LCI was able t0 make sales t0 other customers seeking an all-in-one control system.

115. ASA has been damaged by Smith’s and LCI’s illegal acts.

Carver solicits ASA’s customers and employees on behalf of LCI, andprovides trade secrets stolen from ASA to LCI.

116. Like Smith, Carver left ASA and joined LCI in March 2018.

21

117. Carver resigned from ASA 0n March 12, 2018, and his last day of

employment with ASA was March 19, 2018.

118. After leaving ASA, Carver joined LCI as its West—coast OEM and

aftermarket sales representative.

119. In late March 0r early April 2018, Carver met With ASA customer

Lance Camper RV t0 discuss Lance buying audio/visual and electronic products from

LCI.

120. In late March 0r early April 2018, Carver also contacted Ty Miller at

Forest River RV, another ASA customer, to discuss Forest River purchasing

audio/visual and electronic products from LCI.

121. On April 2 and 5, 2018, Carver solicited Renee Hamilton, a current

ASA employee, to leave ASA and join LCI. Carver also provided Jason Lippert with

information on other key ASA employees to solicit, and Lippert used that information

t0 solicit those employees.

122. Carver took some 0f ASA’s Trade Secrets and other confidential

information with him t0 LCI, including information on ASA’S landed costs for its

products and their components.

123. LCI requested, and Carver shared, those Trade Secrets with LCI,

including ASA’S cost information so that LCI could better understand product

positioning in the market and better compete With ASA.

124. Defendants have violated the Indiana Uniform Trade Secrets Act,

and both Smith and Carver have breached their respective Non-Disclosure

Agreements.

125. As a result 0f LCI’s actions, LCI has received millions 0f dollars 0f

unjust enrichment.

126. As a result 0f LCI’s actions, ASA has suffered millions of dollars in

damages.

22

IV. Causes of Action

Count I — Violation 0f the Indiana Uniform Trade Secrets Act — Smith

127. ASA incorporates all previous paragraphs 0f this Complaint as if set

fully set forth herein.

128. ASA’S Trade Secrets are trade secrets under the Indiana Uniform

Trade Secrets Act, Ind. Code § 24-2-3 et seq.

129. ASA takes commercially reasonable measures to protect and

maintain the secrecy 0f its Trade Secrets.

130. ASA’S Trade Secrets are neither publicly known nor publicly

available.

131. Smith had knowledge 0f and access t0 ASA’S Trade Secrets during

the course 0f his employment With ASA.

132. ASA’S Trade Secrets are 0f substantial economic value, both t0 ASA

and t0 competitors who might Wish to use them t0 compete against ASA, such as

Smith’s new employer LCI.

133. Smith has misappropriated ASA’s Trade Secrets by, among other

things, stealing confidential documents and information related t0 ASA’S iN-

Command system and other ASA products Without ASA’S permission or

authorization.

134. Smith has misappropriated ASA’S Trade Secrets by, among other

things, disclosing confidential documents and information related t0 ASA’S iN-

Command system and other products t0 LCI, Without ASA’S permission 0r

authorization.

135. Smith has misappropriated ASA’s Trade Secrets maliciously and in

bad faith.

23

136. Smith has misappropriated ASA’S Trade Secrets in Violation 0f the

Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3 et seq.

137. Smith’s misappropriation has caused ASA damages.

138. Smith has been unjustly enriched by his misappropriation.

Count II — Violation of the Indiana Uniform Trade Secrets Act — LCI

139. ASA incorporates all previous paragraphs of this Complaint as if


140. LCI has acquired ASA’S Trade Secrets, including but not limited t0

confidential documents and information related t0 ASA’S iN-Command system, the

iN-Command first generation project file, confidential documents relating t0 other

ASA products, and confidential documents and information related t0 ASA’S costs.

141. LCI has acquired ASA’S Trade Secrets by improper means.

142. LCI used ASA’S Trade Secrets despite knowing 0r having reason t0

know that ASA’S Trade Secrets were acquired by Smith and Carver by improper

means.

143. LCI knew 0r had reason t0 know that ASA’S Trade Secrets were

acquired by Smith and Carver by improper means.

144. LCI has misappropriated ASA’S Trade Secrets in Violation 0f the

Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3 et seq.

145. LCI has misappropriated ASA’S Trade Secrets maliciously and in bad

faith.

146. LCI’s misappropriation 0f ASA’S Trade Secrets has caused ASA

damages.

147. LCI has been unjustly enriched by its and Smith’s misappropriation

of ASA’S Trade Secrets.

24

Count III — Breach 0f Non-Disclosure Agreement — Smith

148. ASA incorporates all previous paragraphs 0f this Complaint as if


149. Smith’s Non-Disclosure Agreement is a valid and enforceable

contract.

150. ASA has fully performed every obligation it owes t0 Smith under the

Non-Disclosure Agreement.

151. The restrictive covenants contained in the Non-Disclosure

Agreement protect ASA’S legitimate business interests and are reasonable.

152. LCI is a competitor of ASA.

153. Smith has breached the Non-Disclosure Agreement by stealing,

disclosing, and using ASA’S confidential information.

154. ASA has been damaged by Smith’s breaches.

Count IV — Breach of Non-Disclosure Agreement — Carver



156. Carver’s Non-Disclosure Agreement is a valid and enforceable

contract.

157. ASA has fully performed every obligation it owes t0 Carver under his

Non-Disclosure Agreement.

158. The restrictive covenants contained in Carver’s Non-Disclosure

Agreement protect ASA’S legitimate business interests and are reasonable.

159. LCI is a competitor of ASA.

25

160. Carver has breached the Non-Disclosure Agreement by using and

disclosing ASA’S confidential information.

161. Carver has breached the Non-Disclosure Agreement by soliciting

ASA customers on behalf 0f LCI.

162. Carver has breached the Non-Disclosure Agreement by soliciting

ASA employees on behalf 0f LCI.

163. ASA has been damaged by Carver’s breaches.

Count V — Tortious Interference With Contract - LCI



165. Smith’s Non-Disclosure Agreement is binding and enforceable

against Smith.

166. LCI was aware 0f Smith’s Non-Disclosure Agreement before hiring

Smith.

167. Despite having knowledge 0f Smith’s Non-Disclosure Agreement and

Smith’s obligations thereunder, LCI induced and assisted Smith t0 disclose and use

ASA’S Trade Secrets and confidential information, in Violation 0f Smith’s contractual

obligations.

168. Carver’s Non-Disclosure Agreement is binding and enforceable

against Carver.

169. LCI was aware 0f Carver’s Non-Disclosure Agreement before hiring

Carver.

170. Despite having knowledge 0f Carver’s Non-Disclosure Agreement

and Carver’s obligations thereunder, LCI induced and assisted Carver to disclose and

use ASA’S Trade Secrets and confidential information, in Violation of Carver’s

contractual obligations.

26

17 1. Despite having knowledge 0f Carver’s Non-Disclosure Agreement

and Carver’s obligations thereunder, LCI induced and assisted Carver t0 solicit ASA

customers 0n behalf 0f LCI, in Violation 0f Carver’s contractual obligations.

172. Despite having knowledge of Carver’s Non-Disclosure Agreement

and Carver’s obligations thereunder, LCI induced and assisted Carver t0 solicit ASA

employees 0n behalf of LCI, in Violation 0f Carver’s contractual obligations.

178. LCI had no legitimate business reason or justification for its actions.

174. LCI’s actions were not fair and reasonable under the circumstances.

175. As a result 0f the foregoing breaches, ASA has suffered, and will

continue t0 suffer, damages.

Count VI — Fraud — Smith and LCI

176. ASA incorporates all previous paragraphs 0f this Complaint as if


177. On the day he resigned, Smith told ASA’s head of engineering, Jerry

Maffetone, that Smith would not be working 0n control systems for LCI. ASA took

Smith at his word, believe he would be working in one of LCI’s many non-competitive

divisions.

178. In an email on March 12, 2018 from LCI’s corporate counsel, LCI

represented t0 ASA that Smith would not be working 0n control systems at LCI and

that Smith did not have any confidential information.

179. Smith also represented t0 ASA in an email dated March 12, 2018,

copying LCI’s corporate counsel, that he “d[id] not have any other materials,

27

equipment, documents 0r electronically stored information that belongs t0 ASA

Electronics.”

180. Lastly, Smith represented to ASA in the Acknowledgment that he

signed 0n March 12, 2018 that he did not possess any confidential or proprietary

documents 0r other materials belonging to ASA.

181. Those representations were not true, as Smith and LCI well knew.

At the time Smith and LCI made these representations t0 ASA, Smith had ASA’s first

generation iN-Command project file and other ASA confidential information in his

possession, and Smith had already begun working 0n finishing LCI’s all-in-one

control system.

182. LCI and Smith made those representations to induce ASA t0 refrain

from taking immediate legal action so as t0 buy time for Smith t0 develop LCI’s a11-

in-one control system using ASA’S stolen Trade Secrets.

183. ASA reasonably relied 0n Smith’s and LCI’s representations, and

held off 0n filing suit against Smith and LCI until May 16, 2018, after it discovered

information that led it t0 believe that Smith’s and LCI’s representations were not

true.

184. During that crucial time period, Smith and LCI used ASA’S first

generation iN-Command project file t0 greatly accelerate the development 0f LCI’s

all-in-one control system.

185. As a result 0f the foregoing material misrepresentations, ASA has

suffered, and will continue to suffer, damages.

28

Count VII — Punitive Damages — Smith and LCI

186. ASA incorporates the allegations 0f the previous paragraphs into this

paragraph.

187. The actions 0f Jason Lippert and LCI outlined in this complaint

amounted t0 willful and wanton misconduct.

188. Jason Lippert and LCI acted maliciously, fraudulently, oppressively,

0r with gross negligence, and their acts were not the result of any mistake 0f fact, an

honest error 0f judgment, overzealousness, ordinary negligence, 0r other human

failing.

189. Moreover, an award 0f punitive damages is important to deter Jason

Lippert and LCI from treating smaller competitors the way they have treated ASA.

190. When he heard from Smith that ASA was concerned about Smith

coming to work for LCI and that ASA’S CEO, Tom Irions, might take legal action t0

protect ASA, Jason Lippert responded:

Good. He’ll be disappointed in the outcome. And we have three

guys in house for counsel. It’ll take a long time and be slow WhichWill probably make him more frustrated. In the end as long as Asais dysfunctional and not The employer 0f choice in the communitythey Will always lose people [sic] the companies like us.

191. Lippert also rejoiced With a “laughing so hard he was crying” emoji

when Carver told him that his actions would be devastating t0 ASA and cripple ASA’S

RV division.

192. For these reasons, punitive damages are necessary.

V. JURY TRIAL REQUESTED

193. ASA hereby requests a trial by jury 0n all issues triable by jury.

29

VI. PRAYER FOR RELIEF

WHEREFORE, ASA prays for the following relief:

A. Continue in place the preliminary injunction entered by this Court on

October 30, 2019 until final trial.

B. After final trial, award ASA the following relief:

(i) a permanent injunction enjoining Defendants from engaging in

the same conduct identified in this Court’s October 30, 2019 Order;

(ii) judgment in ASA’S favor and against Defendants 0n all claims

alleged by ASA in this First Amended Complaint;

(iii) damages according t0 proof;

(iv) double damages under the Indiana Uniform Trade Secret Act;

(V) pre-judgment and post-judgment interest;

(Vi) attorneys’ fees and costs;

(Vii) punitive damages; and

(viii) all other just and proper relief available by law 0r equity.

80

Dated: April 3, 2020 Respectfully submitted:

/" / / //V

Mark F. Criniti (26324-71)

Paul E. Harold (25917-71)

SOUTHBANK LEGAL: LADUE|CURRAN

|KUEHN

100 East Wayne Street

Suite 300South Bend, IN 46601Telephone (574) 968-0670Facsimile (574) 968-0671mcrinitiQIck-law.com

pharoldQlck-law.com

Counsel for ASA Electronics LLC

CERTIFICATE OF SERVICE

I certify that on April 3, 2020, I electronically filed foregoing with the Court,

which sent electronic notice 0f the filing to the following: Blake P. Holler, David A.

Given, and Joshua D. Hague.

2744/gbgMark F. Criniti

31

EXHIBIT A

COVENANT AGAINST COMPETITIONAND NONDISCLOSURE AGREEMENT

T1? Coyenant Against Competition is made and entered into this fl day ofm ( zoflby and between Audiovox Specialized Applications, LLC (“ASA”), and

I [A $4»; f (“Employee”).

RECITALS

ASA is generally engaged in the business ofthe sale and distribution of component parts andafler—market additions to the recreational vehicle, van conversion and related, allied or similar

manufacturers and after—market retailers, all ofwhich products have been supplied fiom throughout theworld and are sold by ASA throughout the United States. The Employee has recently or heretofore beenengaged by ASA as a sales and service representative ofASA as presently or hereafier constituted in a partor all ofASA’s market or service area As a result of his/her employment with ASA, the Employee has orwill acquire the names, addresses, requirements, contact personnel and procedures, pficing information,sources of supply, and other confidential information ofASA relating to ASA’s customers, and suppliers,as a result of his/her direct dealings and personal relationship with those customers and suppliers.

The purpose of this Agreement is to formally document the Employee’s agreement to refiain fiomthe disclosure of confidenfial information ofASA during or afier his/her continuing employment withASAand fiom entering into certain types of competition With ASA from and after the voluntary or involuntarytermination of his/her employment relationship.

THEREFORE, for and in consideration ofthe Employee’s employment with ASA, the Employeehereby covenants and agrees as follows:

1. Incomration of Recitals. The above-stated recitals are hereby incorporated assubstantive provisions of the Agreement declaring the intent ofthe parties and the circumstancessun'oundjng the Agreement.

2. Non-Disclosure of Confidential Information. Except as his/her assigned duties mayrequire or as ASA may otherwise consent in writing, the Employee agrees that he/she shall not disclose, atany time either dun'ng or subsequent to his/her employment, any information, knowledge, or dataconcerning or relating to ASA, its customers, suppliers and/or sources of supply, customer or supplypricing information, plans or programs, or other information concerning ASA and its business which is of aproprietary or confidential nature to any other person, firm or entity. Further, upon the voluntaxy orinvoluntary termination of his/her employment, the Employee shall deliver to ASA any and all documents,equipment, brochures, pn'ce lists, catalogs, equipment or other records relating to or concerning his/heremployment and ASA.

3. Covenant Against Comfitifion. The Employee recognizes and agrees that during thecourse of his/her employment he will obtain confidential infounau'on as outlined in paragmph 2 above andmeet and establish personal relationships with suppliers and customers ofASA. Employee furtherrecognizes ASA’s interest in protecting its good Will and investment in those relationships which werefostered by the Employee as a result ofthe mining and expen'ence afiorded him/her at ASA’s expenses.The Employee further recognizes and acknowledges ASA’s valid business interest in the protection of suchinformation and relationships through avoiding, for limited times, competition by, through and fiom formeremployees trained and/or given special knowledge and experience by ASA and with ASA’s equipment,methods, contacts, data, know-how and money. Therefore, and with full knowledge that ASA willexpressly rely upon this Ageement in employing the Employee or in continuing the employeesemployment with the Corporation and in consideration for said employment or continuing employment,the employee covenants and agrees that:

EXHIBIT A

A. Dun'ng his/her employment and for a pen'od of one (1) year from and afier the

termination of his/her employment, the Employee will not directly or indirectly divert orassist any others in the diversion ofany existing or prospective business oftheCorporation, which existing or prospective business the Employee served or solicited onbehalf ofASA dun'ng his/her employment with ASA Markets and customers to whichthis Covenant Against Competition shall apply are generally described as the recreational

vehicle manufacturers and afier—market retailers; van conversion companies; the

manufactured housing industly; limousine manufacturers; man‘ne manufacturers andafter-maxket retailers; bus manufacturers; truck body manufacturers; passenger car

(OEM) semi-tlactor manufacturers; and manufacturers and retailers of agricultural

vehicles; construction equipment and commercial vehicle, including vehicles that are

only for off-road use.

B. During his/her employment and for a pen’od of one (1) year from and after the

termination (through progressive discipline), quitting (with or without notice), orresignation of that employment, the Employee will not own, manage, control or operate,

or act as an employee, customer sewice representative, technical service representative,

sales representative, sales executive, consultant or independent conflactor of any business

which sells or delivers any ofthe same or similar products ofASA or to accounts whichhe/she served or solicited on ASA’s behalf dun'ng his/her employment with ASA, such as

Riverpark, MITO, Dave Carter & Associates, Odyssey, Tfi-Star/Cast, Midwest Sales,

Magnadyne, Actia or any other consumer electronics company.

Ifemployees’ position is eliminated, downsized, or placed on permanent lay ofl‘ status,

above statement will not apply.

C. Dun'ng his/her employment and for a period of one (1) year from and afler the

termination of that employment, the Employee shall not directly or indirectly entice, aid

or cooperate with others in the solicitation or enticement away of any employee,customer or supplier ofASA to any new or existing business in competition with ASA inrelation to any supplier or customer the Employee solicited or had contact with during

his/her employment with ASA.

4 Severabilig. In the event that any word, phrase, clause, sentence or other provisions ofthis Agreement shall be determined to be violative ofany applicable statute or rule oflaw 1n anyjurisdiction 1n which it ls interpreted, the parties ages that any such ponion or provision of this Agreementshall be inefi‘ective to the extent of such violation without invalidating any other part or provision hereof. It

is further agreed that if at any time it shall be deteImined that any portion of this Agreement'1sunreasonable as to time or area, or both, by any court of competent jurisdiction, ASA shall be entitled to

enforce this covenant for such period of time and within such area as may be determined to be reasonable

by any court of competent jurisdiction.

5. Remedies. Employee agrees that in the event ofany breach of this Agreement, theinjuries and damages to ASA shall be immediate and irrepamble and ASA shall be available to it by law.

In the event of any breach of this Agreement, or any paIt hereof, the Employee agrees that, in addition to

any and all other compensatory or punitive damages available, the Employee shall pay any and all costs orthe enforcement of this Agreement, including the reasonable attorney fees ofASA.

6. Governing Law. The parties agree that this Agreement shall be governed by andinterpreted under the laws of the state of Indiana.

7. Eggloment at Will. The Employee fully understands and agrees that nothing

EXHIBIT A

contained 1n this Agreement, either expressly or impliedly, 1s intended to impose any obligation upon ASAto employ him/her for any period oftime and that his/her employment by ASA shall be tenninable at will

by either party.

8. T___e__nn. This Agreement shall be 1n full force and efiect for the entirety ofthe term ofthe

Employee’s employment by ASA and for‘ the time period thereafier as specified 1n paragraph 3 above

9. Indgpendent Agrgment This Agreement is independent and separate fiom any and all

other ageement or conttact concerning and relating to the terms and conditions of the Employee’s

employment.

10. Sole Amman; Amendment. This Agreement represents the sole agreement of the

parties concerning the subject matter hemof and may be amended only by a written document signed by

both parties hereto.

SO EXECUTED AND AGREED on the date first above written

?;?5KMZL//? 07

EMPLOYER:Audiovox Specialized Applications, LLC

Date:“‘1 "93‘9“1

EXHIBIT A

MarCh 2, 2018

Vince Smith

56426 CR 21

Bristol, IN 46507

Dear Jerry:

| am writing to announce my resignation from ASA Electronics, effective two weeks

from this date March 2, 2018.

This was not an easy decision to make. The past ten years have been very

rewarding. I've enjoyed working for you and managing a very successful team

dedicated to a quality product delivered on time.

Thank you for the opportunities for growth that you have provided me.

| wish you and the company all the best. |f| can be of any help during the transition,

please don't hesitate to ask.

Sincer Iy, b7.5MVince Smith

EXHIBIT A

EMPLOYEE NON-DISCLOSURE AGREEMENT

FOR GOOD CONSIDERATION, and in consideration ofbeing employed by Audiovox Specialized

Applications, LLC, the undersigmd employee hereby agrees and acknowledges:

That during the course ofmy employ there may be disclosed to me certain trade secrets ofthe Company;said uade secrets consisting but not necessarily limited to:

Technical information: Methods, processes, formulae, compositions, systems, techniques, inventions,

machines, computer progmms and research projects.

Business information: Customer lists, pn'cing data, sources of supply, financial data and marketing,

production, or merchandising systems or plans.

I agree that I shall not during, or at any time afier the termination ofmy employment with the Company,use for myself or others, or disclose or divulge to others including future employees, any trade secrets,

confidential information, or any other proprietary data of the Company in violation ofthis agreement-

That upon the termination ofmy employment fiom Audiovox Specialized Applications, LLC:

I shall return to the Company all documents and property ofthe Company, including but not necessarily

limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer pregame, andall other materials and all copies thereof relating in any way to the Company's business, or in any wayobtained by me during the comse of employ. I further agree thatI shall not retain copies, notes or abstracts

of the foregoing.

Audiovox Specialized Applications, LLC may notify any future or prospective employer or third party ofthe existence ofthis agreement, and shall be entitled to filll injunctive relieffor any breach.

This agreement shall be binding upon me and my persona] representatives and successors in interest, andshall inure to the benefit of the Company, its successors and assigns.

Signed this q day of fll/Jnf/ , 20 0 7 .

*T\ Wk ..——. WW

Audiovox Specialized Applications, LLC Employee Signatum

mag .. 3m MM” z. 9MIPrinted Name Printed Name

EXHIBIT A

ACKNOWLEDGMENT OF CONFIDENTIALITY OBLIGATIONS

ASA Electronics, Keystone RV Company, MORryde International and Dexter Axle Company (the

“Companies”) entered into a written Mutual Non-Disclosure Agreement effective August 16, 2016 (the

“Nondisclosure Agreement”) intended to protect Confidential Information (as defined in the

Nondisclosure Agreement) from unauthorized disclosure or use.

Among other things, the Nondisclosure Agreement will not allow my Employer to share Confidential

Information with me unless I also agree to similar confidentiality obligations. Iwill likely need access to

Confidential Information in order to carry out my duties for my Employer named below and I am willing

to accept those confidentiality obligations.

Therefore, in return for obtaining access or future access to Confidential Information and as a condition of

my employment, I acknowledge and agree that:

(a) I have read and understand the Nondisclosure Agreement;

(b) I am bound by the terms of Nondisclosure Agreement relating to Confidential Information,

including confidentiality, nondisclosure, use and non—use, and the return of materials; and

(c) My obligations relating to Confidential Information will remain in effect for as long as the

obligations of the Companies remain in effect under the Nondisclosure Agreement, regardless of any

‘éhanges to the terms and conditions ofmy employment.

ACKNOWLEDGED AND AGREED:

7ZM ASA ELECTRONICS

Signature Employer

Vince Smith

Printed Name

Product Development Manager

Title

11/1 0/201 6

Date

EXHIBIT A

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Nofl-Disclosum Aglcoment ("Aglccmcnt“) is culcxctl into amd made effective {ls 'of

08/16/2016 ("BtT‘cctivo Date") between ASA Elecnonics a Delmwuo Limited Liability Cor‘pomfion, with

offices located nt 2700 Malina Dr.., Elklmlt, In. 46514 (”ASA“), and De\le| Axle Compnny, an Indium

c"'mpomliou, having its ps'iucipfii place of‘ business a1 2900 Imlusuiul Pmkway East, Elkhz‘ut, In, 716516 undid:

its Affiliates, and Keystone RV, m_x Indiana coxpomlion, lmving ils plinciplc place of business at 2642

Hackbcuy Dlivc, Goshcn, In 46526, and MORIydc [ntemntionnl an Indiana corpomtion, having its

plinciple place 0f business at 1966 Moyctafivcmic, Elkhml lndimm 46516 (“MORnyde”), and togozhez the

“Pnities,” nndeach, a "Party". 91 L” V»?

WHEREAS, lhc Patties wish lo coopcmtc with one anmhct to curry ou'l' lthmpose as defined hczoundcr,

and me willlng, but not quuiied, to disclose 01 otherwise make nvnflnblc to (mo another Confideniinl

lufoxmation as (lofincd hcicundcxg subject lo the tcnns and conditions ofthzs A_gwen’xent.

THEREFORE, in consklenatimi of the promises mul mulunl covenants contained helein‘ and [’01 oillcn

good (1nd valuable oonsidemtion, me ncccipt and sufficiency of which mo heleby mutually acknowledged, the

Parties now hcrcb‘y‘ gglcc ,as follows:

l. PURPOSE. ASA ls a company thm develops mobile clccllonics and has ccua'm infommtlon xclnted lo

potential on bomd weigh scale éystcms 11ml il lms‘ created mul/Or clcvclop'ed in coniunction with Keystone.

DcMcr'Is a vehicle component mnuuf‘nclurol nut! has cmiain infonnaflon related to potcxilin! new products f‘on

‘vehiolc suspension systems nnd x‘qlmcd (o mzruufnolming processes for those moilucls. MORx-ydo'rs a vehicic

component supplic: und has celtnin infounatlon xolatcd (o pin box'cs and xcln'tcd mnnufaclining procos‘scs for

those ploducls. “Jhc Pgulics desile 10 exchange Confidential Inf‘ouuzuion‘1n connection with or in mrlcl lo

determine whclhcr 6r not Keystone will purchas‘c from Dexter and/on" ASA :md/of MORx-ydc ccrkiih' products

I'clntcd to a'u 0n board Weigh scnle system (tho "-Purposc”). ’l'hc Purpose shall b0 linfitcd in time to (ha (arm of

(his Agrcmficnl'findshall no!" cominuc the'rcnncr.

2. CONFIDEN'I‘IAL TNFOBMATION. 'l‘hc existence, nature, mid terms of (his Agreement, 'ihc

relationship bclwcch .lhe Parties. and all non-pubfic information whclhcr disclosed orallyor (liscms‘gd 01'

accessed in written, elpcjronlc ot' other form or mcdin, disclosed by or m) behalf of u Pariy and/or its Affiliates

(“Discloser”) on or nfiey' mo Effective Date of this Agrcc‘mont which is rgcclvcd by the dther Pnrly nnd/or iis

Affiliates (“Recipient”) is “'Confidcminl Infornihtion,“ provided [hut clcplronicnlly h‘auslixiflcd m- tangible

forms of su‘ch inforn'mtiou are identified wilh a gunfidcutinlily marking, or verbal forms of such information

me confirmed in writing by Disclose: us b'cing Cfinfidculial Infounntiqn within t_hifly (30) days of its Initial

disclosulc to Rwipwm, 01 within (hilly (30) days aflcv lhe Inst Dnlc undersigned, whichevel is lalcx.

ConfidentialInt‘onna‘fionslml include, without Iimitnlidnall notes analyses compilations, laporhs fmccnsls,

studies, samples, dnla, statistics, summnrics, ilitqr'_pxomlio‘ns nml olhel mntetinls [napmed by ox fox (ho

Recipient s chiosommlvcs (hm contain, nrc Imscd on, or g(lwm'isc xcflect 01 me (KeIEVcd fiom, In whole 01 in

1mm nuy of‘ Disclnscr’s Confidcmial Iill‘ont'xation. thxs'iihslamling tho foregoing, Confidential Infounmion

shall not include any Information [hat xs:

(u) already lnwfully'm (ho possession of 61 known to {ho Recipient, us established by documentary

evidence, plipi to being disclosed by o: on behalf 01 Disclose: without (my obligation of

confidentiality anil lhmngh no wmngful nct“ochcipicnl;

(b) publicly avnilnbie m [he time of disclosure to Recipient ox whlch, ufler such disclosmc, becomes

publicly miailnble lluough no mull oi"Recipient;

Confidential & l’ropriclm

(mum; 1ors“

.suam-«uflvan

x-a—rxvnn—muwa.r,.m,»aw.»\.-u.-..

um,

.mvm.

nw-

m=swyxmaacgua‘m~mm.mw‘wwAmmunnumuzmuwau«new,

:xw

mmurmmm

w:

m

EXHIBIT A

(c) lawfully fin‘nishcd m' dificloscd to .Rcoipiélit by u nou—pfirly lo (bis Agreement without any

obligation of confidentiality and lln‘oughno Mongful n9! ochcipicnt or (henon-party; or

indcpcndcnfly dovclop‘cd by Recipient, as established by documentary ovidcncg, without (he use

of, in whqlc or in purl; any Disoloscr_Conficlcnfial qum'mntion.

3. NUMDISCLQSURE. Rucipicnl‘glmll not disclose nggfidgntinl Information to zmy other pcrgon or cnllty.

Recipiunl' shall not diso‘losc Confidential Information to nny of ils Representatives, ,cxaept (o (he Recipient's

chrcsnnlatives wh‘o lmve u need to know {he anfidgntlnl Inf‘ommtibn Lo curry out the Purpose under (his

Agreement and who arc subjcql lo confidentiality dintics or obligmions to (ho Recipient to protect (he disclosed

Confidential Information that arc 119 loss rostrict'wo than (he terms and conditions of (his Agvccmcnt.

“Representafiive” shail menu any dfficcr, ‘diwclpi‘, cmpjoyceh contractor worker, or attorney of Recipient.

"Affiliate" shall mcnn any corporation, pm’fncrshlp, or oth'c'l' emlty that, either directly 01' indirectly, controls, 1's

couh'ollcd by, pr is under commpu'congrol will} a'l’m'Ly, \vheg'c gontrol is defined as owning or directing more

thnu fifty percent (50%) of [he voting equity seoin‘ities 01' a similar ownership interest in the controlled ‘o‘nfily.

4. NON—USE: .Rccipipnt shall only uso Cc'mfidcnual Inf‘ohixntion us xcguirgd to curly out (he Purpps‘c under

this Agreement. Recipient shall 1101' use Conficlcnlial Information to rci'cl'sc cnginc‘cr, disassemble, ducompilo

or design m'oimtl (he other Party's proprictmy spt'viccs, products nnd/or intellectual properly. Redipicnl shall

not- makc copics 0F Confidcnfial Information in guy mannei‘ that obstructs 'og' obscurgs jhc cohfidc’nfinligy

marking of Disoloser. Neither (ho execution of [his Agrccmcn}, nor the furnishing of miy Confidential

Infomxallon hereunder, shnll b0 construed to grant ('o' Rpcipient by implication, cstoppbl, or o‘thcrwisc q license

01' any other rights of any type under any pnlcnts, know—how, copyrights, lmclcnmrks, any flame, trade dress,

légo Ql‘ equiancnts, 'or other intellectual properly owned or controlled by Dlsoioser or its Representatives.

5. CONFIDENTIALITY! Recipient shall take reasonable measures to protect Confidential Information

from misuse and lmaulhofizcd disclosure, but in np cvgnt less than the measures it takes to protect ils own

confidential infommlion. Bach Pnrly shaH be rospon'sible for I(s respective Recipient and nny misusp or

unauthorized disclosm‘e of Confidential Information by the Recipient’s Representatives. A disclos'urc of

Confidential Information compelled under a valid éi'élcr issued by a court or govel‘nni‘ental agency of

compo(cntjurlsdiction (a ”Legal Order“) slmll not be considered to be a blzcach of confidentiality by Recipient

or a walvm' of such obligation by Disclose‘rfBefm'c any sucjl clisciosm'e, homvc‘r, Recipient sluill provide

prompt \vtmen notice to Discloscr and reasonable nssislnncc in oppc‘zs’ing such disélosm'e or sacking n

protective ordor or ollicr limitations on disclosure. IF, after providing such notice amt} ns‘sistmlcq as required

heroin, the Recipient remains subject to a Legal Order to disclose any Confidential I_1’1I‘ornia(!ou,’thc Recipicnl

(or i(s Repl’ejs‘cnl'nfims 01‘ ollxc‘r pm‘sons to whom such Legal Order is gillrcotcd) shall disclose no momthan that

portion of (llc Confiil'enlizfl Intbrmalion which su'ch Legal Og'der specifipfilly requires the Recipientto dis‘dlmo

nnd shall use cmnmgzroinfly reasonable efforts to obtnin assurances from the applicnble court of agency (hat

such Confidential Information Will be afforded confidential treatment,

6. RETURN OF MATERIALS. All documents and other langiblc forms ot‘Confidentiul Information, mul

all copies, whether in written, clcclronic or ’ofiher Rum or media, thereof, shall be nud t_emniu the sole and

exclusiVe property of Discloscr, mul shall bc promptly returned or destroyed by Recipl'eiu upnn (he WL'lflen

request 0f Disclqser. With respect to any electronic or computer records of‘ or relating to Confidential

Information, without limiting tho fbrc‘golng, Recipient shall ghred, permanently de‘leto oi' otherwise

irrclrlcvably destroy and render unreadable n11 such copies or records from all computers, sewers, storage

devices and media; excelit to tho extent th'zij Iln'ough tho excrqlso ofrcnso'nablo commorcini effous tho snmo‘

ommot be removed.fl'om'dambnsas or records. To (he extent that the Recipient is unable to return or destroy

any such (liginil data; (11c obligation of confidentiality llol'eunder shall survive with respect lo such information

until it‘ is ciflier returned or destroyed.'

DcxterAxli: Comp L/Q (lnltiaI)

KcyslpncR (In in!)

ASA Electron cs‘

(Inklnl).

MORrydc International (Inlllnl) 2 ofs

Confidential & Prqprletmy

EXHIBIT A

7. DESIGN IMPROVEMENTS AND DERIVATIONS. Dgxlqr may disclose Confidential Infox'umtlon

concerning an on board weigh scale syst'cm desigugd by Dexter mul/p'r MORl-ydc to ASA flnd'Kcystonb, nnd

improvenicnts and derivations of such Confidential Information by ASA nnd‘Keystoue shall only ho used to

carry out tho Purpoée under Ehis Agreement While such Coixficknfinl ’Information remains donfidcmial under

Pamgmph 2 and Pmaglaph 8. ASA and Keystone May disclose Confidential Infoxmation concerning an on

bomtl weigh sonic s'yslem dejsi‘gncd by ASA mlcl/ox Keystone to Dcxtcl nndlor MORimydc and improvements

and delivaiions of such Cozifidcmml Infmmntion by Dex'tol mld/on MORwde shall only be used to cauy out

(he Pmp‘osc \mdm (his Agtccmout while such Confidential quounnlion lomains confidential under Pamgmph 2

and Paragraph 8. The Parties npknbwlcdgc‘tlmt each oflhem [ms certain intcflcctuai righ'ls in‘ the informatign

it possesses. Each Barty Lctnins all Lights il hns'1n ils intellectual plop‘ciiy. This agleement does not gran! any

Party n licens‘e ox any othc'x rights oi nny type unclm any pawns, know-how, copyrights, tmdc sewers,

hadcmmks 01 olhcl tnlcllccmal propclly o'wncd 01 contnoflcd by any other Par,(y including, burnot limited to,

any name, imdo duess, logo 01 equivnmnts.

8. TERM AND 'l‘ERWATION. This Agreement shall terminate three (3) years after the Effective

Date of this Agreement or upon receipt of Written notice ()ftc'l'mination from a Party. The obligations

of each Recipient under this Agreement shall survive. termination and remain in effect i)'for a period

,of three (3) years following the icx'minmion of this Agreemcnf and ii) with respect (o Confidential

Information that arc trade secrets under applicable law, for as long as such infommtion remains a

tmdq secret (2f the Disoloser.

.9; REPRESENTATIONS AND WARRANTIES. ALL CONFIDENTIAL INFORMATION UNDER

THIS AQREEMBN'I‘ IS PROVIDED ’J'O IUECIPIENT “AS-IS” WITHOUT ANY REPRESENTATIONS OR

WARRANTIES, EXPRESS 0R IMPLIED, AS ’TO ITS ACCURACY, COMPLETENESS OR

PERFORMANCE. 'I‘hc Parties represent aud warrant [hey will comply with nl! applicable federal, state and

local laws, rules, regulations, ,smtlitcs, ordinances, codes, orders audlor progmms (wholhol‘ in effect ,ns of the

Effective Date of this Agreement or cnactccl during tho term of this Agreement).

)0. ENTIRE AGREEMENT. This Agreement cmbbdios tho glitirc a'grccmcut and understanding of (he

Fumes axid supersedes any a’nd a1! prim" oral agreemwnts, m'mngcmen(§ and uudcrsmmlings rcmfing to (Ito

disclosure of Confidential Information 0F ihe Parties f‘or the Purposé provided for helein. This Agrcumcntis to

be qoush‘ucd without regard to (he Pzn'ly or Parties rcsponsibfc for its drafting or preparation. Thu section

headings und captions contained in {his Agrecmontm‘é for convcnlclico ()1in and do nqt affect (le construction

or intcrprcmfion of any provision ol‘ (his Agreement. Np nmcmlmcm, waiver or modifiqation pf lhis‘

Agreement Is binding unless it is in a writing'ihat cxplicifly rcfcremfes (his Agreement and is 'sigpcd by

authorized representatives of the Parties.

11. EXPORT CONTROL. The Parties will comply with ,all apiJIECslble federal, slate, and local stalutcs, rules

and regulations, including, but not limited lo, Unflccl States export comm! laws zmd regulations as they

currently exist ‘a'nd as tbéy may bu amended fi'om (imo {o limo.=..

12. NO ADDITIONAL OBLIGA’LTONS. This Agreement shall not be interpreted to obligate any Party to

provide or nqcepf mty‘ Co‘nfidsntinl Infommtion {o or from [hp dlha‘r Party, or lo e‘nlpr into any furlhcr 99mm:

or arrangement wflh (he other Pruiy, or lo purchase or sol) any products or services from (Sr lo (he o(lxerl’m'ly,

or to‘ create miy agency,joint~von(m-c,o‘r partnership.

13, SUCCESSORS AND ASSIGNS. This Agrcmnonl will ho binding upqn and imu‘o to mo bcu'cm of the

Parties hprctq and their respective succussofs and pcmilllctl a‘fiigns. The Parties ngrct’: not" ('9‘ assign any rights

Drum Axlc Com} n (Inilitil)

Keystone R ni in!)

ASA Electronics (muinl)

MORrydo Iillommionnl Ifiual) 3 ofS

Confidential & Proprietary

EXHIBIT A

or dclcgaw any duties unclei' this Agreemenhvithout mo other Party’s priorm'fllcu consent, und any attempt to

do so is void and has no effect.

I4. LAW AND VENUE. The laws of‘ the State of Indiana, wilhout giving effect to its conflicts of law

pl inciplus, govcm all matters arising out of 01 relating (a (Ins Agreement. The P Mics consent to the exclusive

jmisdiclion of, and fomm and/OI venue in, any fcdcml or state couu of competent iurfsdiolion Iocat’cd'mIllinois f0: lhc purposes of mljudicaling any multel arising out ol‘ 01 mlaling lo lhis Agtccmcnt. Litigation or

legal proccccling‘s \vhlch aliso out of ol‘ relate to this Aglcem‘oiil arc to bo conducted before a judge and not n

jmy.

[5. SEVERABILITY AND WAIVER. IF any pwvision of this Aglccmenl'Is dut'exmiricd to bu invalid,

illegal on uncufochoablo the winniniug plovisions of (his Agreement lcmuin in I‘ull I‘uxco and effect, so long as

tho csrcmial tenns and Conditions of this Ag’l'ccmcm 1cflcct the 0) igindl intbnl' of (he Patties mu! wmnin valid,

legal and cnfolcezlblo. wacvcr that the invalid, illegal m Lmenf‘mccuble pwvision shall he xcplaccd b'yn'

similar pleisio'n which, to the fullest eMcnt puuniucd by law, accomplishes (11¢ smnc pm‘_posc and has tho

sumo effect. The fallme of a Pany {'0 cnfmcc u puwision, oxcxcisc a thl or pursue u default of this

Agxccment shall not be considered a waive] The ex'pwss waive! oi a provision is lo be effective only"m tho

specific inslnncq, and as to (he sp'coific pm posu, fox which it was given.

1.6. REMEDIES. It is ngl’ccd (hat monetary damages may nol bu n sufficicm remedy for breach of (his

Agr.acment Dlscloscr is entitled to seek injunctivu lclicf without plool' of damn} damages. Ih addition,

Di‘sclosm may sack other appr'opliato relief, Including monclmy damages. Unless stated olhcrwis'o, all

xemcdics provided fox in thls Agleementme to bo cumulative ancl'm zldclifion to, and not in hcu of any other

remedies available (o eithex mey at law in equity ox olhcnvisc.

17. COUNTERPARTS. This Agreement may be éxacutc'd in counterparts, ench of which shall bc deemed nu

oi-iglnnl, but all such counterpm-ls (akcn together constitute one.antl (he sumo agreement. Facsimile, e—mail or

other means of electronically lrnnsmilted slgnnlur’es arc (lcemcil as legally enforceable hs lh‘c original signed

copy of this Agreement.

Do.\lcr Axle Comp (Initial)

Keystone RV (Initial)

ASA Electronics _ (Initial)

MORr's-do Intcmalionnl (lnllial) 4 qffi

Confidcnfinl & Proprietary

EXHIBIT A

IN WITNESS WHEREOF, each szy hereto has caused this Agreement to be duly executed by its.

respective duly authorized representative ns follows:

(sigmilure)

(prim name)

(titie)

'(dmc signed)

(signature)

(print name)

(title) 6L

8—3! 46oyocV

Wk:—zr- 66 fig

(date signed) jLDlJ-Q—

Dex" r— .le

(signature) wflW(printmmo) Mfl @2515“;ng

(title) VJ)» 0—f— bdzmcwmt(date signed) f” l7~ IQ:

MOR'vyde International

n... ML~'(priui name) p-Obvx,

l/AK, V1496“L

(rule)(' F30

(date signed) Q/ IQ /l ©

(signature)

Dexter Axle Comp (Initial)

Koys_lona RV Initial)

ASA BIcclt‘ouics Initial)

MORPyElc Inlcmntionul Inltlnl) 5 ofS :- 3, .

Confidcnliril &I’.roprictnry

EXHIBIT B


7This venant Against Competjfion is made and entered into this Z

Sday of

2%, by and between ASA Electronics, LLC (“ASA”), and-

I .- (“Employee”).

RECITALS

ASA is generally engaged in the business of the sale and distribution of component parts andafier-market additions to the recreational vehicle, van conversion and related, allied or similarmanufacturers and after—market retailers, all of which products have been supplied fiom throughout theworld and are sold by ASA throughout the United States. The Employee has recently or heretofore beenengaged by ASA as a sales and service representative ofASA as presently or hereafier constituted in a partor all ofASA’s market or service area. As a result of his/her employment with ASA, the Employee has orwill acquire the names, addresses, requirements, contact personnel and procedures, pricing information,sources of supply, and other confidential information ofASA relating to ASA’s customers, and suppliers,as a result of his/her direct dealings and personal relationship with those customers and suppliers.

The purpose ofthis Agreement is to formally document the Employee’s agreement to refiain fromthe disclosure of confidential information ofASA during or afier his/her continuing employment with ASAand fi‘om entering into certain types ofcompetition with ASA fi'om and afler the voluntary or involuntarytermination of his/her employment relationship.

THEREFORE, for and in consideration ofthe Employee’s employment with ASA, the Employeehereby covenants and agrees as follows:

l. Incomoration of Recitals. The above—stated recitals are hereby incorporated assubstantive provisions ofthe Agreement declaring the intent ofthe parties and the circumstancessurrounding the Agregment.

2. Non-Disclosure of Confidential Information. Except as his/her assigned duties mayrequire or as ASA may otherwise consent in writing, the Employee agrees that he/she shall not disclose, at

any time either during or subsequent to his/her employment, any information, knowledge, or dataconcerning or relating to ASA, its customers, suppliers and/or sources of supply, customer or supplypricing information, plans or programs, or other information concerning ASA and its business which is ofaproprietaty or confidential nature to any other person, firm or entity. Further, upon the voluntary orinvoluntary termination of his/her employment, the Employee shall deliver to ASA any and all documents,equipment, brochures, price lists, catalogs, equipment or other records relating to or concerning his/heremployment and ASA.

3. Covenant Against Competition. The Employee recognizes and agrees that during thecourse of his/her employment he will obtain confidential information as outlined in paragraph 2 above andmeet and establish personal relationships with suppliers and customers ofASA. Employee furtherrecognizes ASA’s interest in protecting its good will and investment in those relationships which werefostered by the Employee as a result of the training and experience afforded him/her at ASA’s expenses.The Employee funher recognizes and acknowledges ASA’s valid business interest in the protection ofsuchinformation and relationships through avoiding, for limited times, competition by, through and from formeremployees trained and/or given special knowledge and experience by ASA and with ASA’s equipment,methods, contacts, data, know-how and money. Therefore, and with full knowledge that ASA willexpressly rely upon this Agreement in employing the Employee or in continuing the employees’employment with the Corporation, and in consideration for said employment or continuing employment,the employee covenants and agrees that:

CAOO l V0l

EXHIBIT B

A. During his/her employment and for a period of one ( l) year from and after thetermination of his/her employment, the Employee will not directly or indirectly divert 0rassist any others in the diversion of any existing or prospective business oftheCorporation, which existing or prospective business the Employee served or solicited onbehalf ofASA during his/her employment with ASA. Markets and customers to whichthis Covenant Against Competition shall apply are generally described as the recreationalvehicle manufacturers and afier—market retailers; van conversion companies; themanufactured housing industry; limousine manufacturers; marine manufacturers andafier—market retailers; bus manufacturers; truck body manufacturers; passenger car

(OEM) semi-tractor manufacturers; and manufacturers and retailers of agricultural

vehicles; construction equipment and commercial vehicle, including vehicles that are

only for on~road use.

B. During hislher employment and for a period of one (1) year from and afier the

termination (through progressive discipline), quitting (with or without notice), orresignation of that employment, the Employee will not own, manage, control or operate,or act as an employee, customer service representative, technical service representative,

sales representative, sales executive, consultant or independent contractor of any businesswhich sells or delivers any ofthe same or similar products ofASA or to accounts whichhe/she served or solicited on ASA’s behalf during his/her employment with ASA, such asRiverpark, MITO, Dave Carter & Associates, Odyssey, Tri-Star/Cast, Midwest Sales,


1f employees’ position is eliminated, downsized, or placed on permanent lay off status,


C. During his/her employment and for a period of one (I) year from and afier thetermination ofthat employment, the Employee shall not directly or indirectly entice, aid

or cooperate with others in the solicitation or enticement away ofany employee,customer or supplier ofASA to any new or existing business in competition with ASA in

relation to any supplier or customer the Employee solicited or had contact with duringhis/her employment with ASA.

4. Severabilig. 1n the event that any word, phrase, clause, sentence or other provisions ofthis Agreement shall be determined to be violative of any applicable statute or rule of law in anyjurisdiction in which it is interpreted, the parties agree that any such portion or provision of this Agreementshall be ineffective to the extent of such violation without invalidating any other part or provision hereof. [t

is further agreed that if at any time it shall be determined that any portion ofthis Agreement is

unreasonable as to time or area, or both, by any court of competentjurisdiction, ASA shall be entitled toenforce this covenant for such period of time and within such area as may be determined to be reasonableby any court of competentjurisdiction.

5. Remedies. Employee agrees that in the event of any breach ofthis Agreement, theinj uries and damages to ASA shall be immediate and irreparable and ASA shall be available to it by law.In the event of any breach ofthis Agreement, or any part hereof, the Employee agrees that, in addition to

any and all other compensatory or punitive damages available, the Employee shall pay any and all costs orthe enforcement of this Agreement, including the reasonable attorney fees of ASA.

6. Governing Law. The parties agree that this Agreement shall be governed by andinterpreted under the laws ofthe state of Indiana.

7. Employment at Will. The Employee fully understands and agrees that nothing

CAOO l V0 l

EXHIBIT B

contained in this Agreement, either expressly or impliedly, is intended to impose any obligation upon ASAto employ him/her for any period of time and that his/her employment by ASA shall be terminable at will

by either party.

8. Term. This Agreement shall be in full force and effect for the entirety of the term oftheEmployee’s employment by ASA and for the time period thereafier as specified in paragraph 3 above.

9. Independent Agreement. This Agreement is independent and separate from any and all

other agreement or contract concerning and relating to the terms and conditions ofthe Employee’semployment.

10. Sole Agreement; Amendment. This Agreement represents the sole agreement of theparties concerning the subject matter hereofand may be amended only by a written document signed byboth parties hereto.

SO EXECUTED AND AGREED on the date first above written.

EMPLO

V/DATE:

3/54/-

EMPLOYER:ASA Electronics, LLC

CAOO l V01

EXHIBIT C

OGLETREE, DEAKINS, NASH,

O letreeSMOAK & STEWART, P.C.

q Attorneys at Law.

111 Monument Circle, Suite 4600

e Ins Indianapolis, IN 46204

Telephone: 317.916.1300

Facsimile: 317.916.9076

www.oglctree.com

Patrick F. Mastrian III

3 17.916.2554

[email protected]

March 8, 2018

VIA FEDERAL EXPRESS and ELECTRONIC MAILVincent L. Smith

56426 CR 21 #1

Bristol, Indiana 46507

[email protected]

RE: Post—Termination Obligations

Dear Mr. Smith:

It is my understanding that you have resigned your employment at ASA Electronics

(“ASA”) and have accepted a position with a direct competitor, Lippert Components (“LCI”). I amwriting on behalf ofASA t0 remind you of some of your post—termination obligations.

As you will recall, you signed a Covenant Against Competition and Nondisclosure

Agreement on April 9, 2007. On that same date, you also signed a separate Employee Non-

Disclosure Agreement. For your convenience, both of these agreements are enclosed with this

correspondence. Under these agreements, you have continuing legal obligations t0 ASA regarding

the protection 0f Confidential Information and Trade Secrets Which you obtained during the course

of your employment. This especially includes use with 0r disclosure to your new. employer and

includes, but is not limited to, information concerning ASA’s drawings, designs, development

projects, blue prints, reports, equipment, price lists, and customer lists. A11 such information is the

proprietary property of ASA and is a valuable asset Which the management of ASA is absolutely

committed t0 preserve and protect.

You are also reminded that on August 16, 2016, you agreed to additional nondisclosure

obligations contained in a Mutual Non-Disclosure Agreement between ASA and other industry

members and suppliers relating to the development and use of an on-board weigh scale system.

Similar t0 the agreements referenced above, this agreement also requires you to maintain the

confidentiality 0f Trade Secrets and information relating t0 studies, projects, samples, data,

summaries, and all other information that was exchanged between ASA and the other participating

companies. You are reminded that the existence of this agreement and all information exchanged

between the Parties is highly confidential and may not be shared With any third party, especially

your new employer.

Adanm I Austin I Bedin (Geunany) I Bimlingham " Boston ' Chadeston I Chadotte ' Chicago ' Cleveland ' Columbia I Dallas I Denver I Deuoit Metro I Greenville

Houston I Indianapolis ' Jackson ' Kansas City ' L118 Vegas ' London (England) I Los Angeles ' Memphis I Mexico City (Mexico) I Miami I Milwaukee ' Minneapolis

Momstown ' Nashville ' New Orleans ' New Yotk City ' Oklahoma City I Omnge County I Pads (France) l Philadelphia ' Phoenix ' Pittsburgh I Pordand I Raleigh ' Richmond

St Louie ' St Thomas I Sacramento ' San Antonio I San Diego I San Francisco I Seatfle I Stamford I Tampa I Toronto (Canada) I Tonnnce I Tucson I Washington

EXHIBIT C

OqletreeMarch 8, 201 8 DeakinsPage 2

If we have any indication that you have acted inconsistent With your obligations under these

agreements, ASA will be forced t0 take immediate and emergency judicial action to preserve and

protect the integrity of its Confidential Information and Trade Secrets.

Next, pursuant to the Covenant Against Competition and Nondisclosure Agreement, you are

also reminded that for a period 0f one (1) year after the termination of your employment from ASA,

you agree that you will not work for any competitor Which sells or delivers any products or

merchandise similar t0 those offered by ASA. It is our understanding, based upon your

representations t0 ASA management, that you Will not be working with an electronics division of

LCI prior to the expiration 0f the restricted period. If we discover that you have misrepresented

your employment responsibilities and assignments at LCI, ASA will take the appropriate judicial

action to enforce your compliance with the post-termination obligations.

Please be assured that ASA will take any and all necessary legal action t0 prevent damage

and/or compensate ASA for any Violations by you 0f your obligations under the various agreements

referenced above. We sincerely hope that you will live up to your obligations, but I cannot over—

emphasize ASA’S commitment to protect and preserve its legitimate business interests.

Last, we have discovered that you retained samples of current and past products both in your

home and your car. Your unauthorized retention of the following items is a direct Violation of

Paragraph 2 of the Covenant Against Competition and Nondisclosure Agreement and the terms of

the Employee Non—Disclosure Agreement:

1. KMCIPA2. KMC107SSFA1B (X2)

3. NCSP3 or NCSP354. iPhone 6

5. iPads (iPad 2 and iPad Air 0r Pro)

If these items and any other materials, equipment, documents, or electronically stored information

are not returned t0 ASA by Monday, March 12, 2018, at 5:00 pm. EST, ASA will notify the

appropriate law enforcement authorities and initiate judicial action against you. ASA will seek

reimbursement of all attorney fees and expenses necessarily incurred as a result 0f your

unauthorized possession and control over its property.

Nothing in this letter is intended to limit 0r waive any claim ASA may have against you for

Violation 0f any of the obligations set forth in the agreements referenced above. ASA specifically

preserves all rights t0 assert any claims arising under the agreements or applicable law, including

claims for immediate injunctive relief. ‘

EXHIBIT C

March 8, 2018

Page 3

PFMzdmkEnclosures

cc: Jan Michelsen

Michelle Fioritto

Julia Willis

Sincerely,

Oqletree

Deakins

MockWu (maPatrick F. Mastrian III

33245867.1

EXHIBIT C

EMPLOYEE NON-DISCLOSURE AGREEMENT

FOR GOOD CONSIDERATION, and in consideration ofbeing employed by Audiovox Specialized

Applications, LLC, the undersigned employee hereby agrees and acknowledges:

That during the course ofmy employ there may be disclosed to me certain trade secrets of the Company;said trade secrets consisting but not necessarily limited to:

Technical infomafion: Methods, processes, formulae, compositions, systems, techniques, invenu‘ons,

machines, computer progams and research projects.

Business information: Customer lists, pricing data, sources of supply, financial data and marketing,

production, or merchandising systems or plans.

I agree that I shall not during, or at any time after the termination ofmy employment with the Company,use for myself or others, or disclose or divulge to others including future employees, any trade secrets,

confidential information, or any other proprietary data of the Company in violation ofthis agreement;

That upon the termination ofmy employment fiom Audiovox Specialized Applications, LLC:

I shall return to the Company all documents and property of the Company, including but not necessan'ly

limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and

all other materials and all copies thereof relating in any way to the Company‘s business, or in any wayobtained by me dun‘ng the course of employ. I fimhcr agree thatI shall not retain copies, notes or abstracts

of the foregoing.

Audiovox Specialized Applications, LLC may notify any future or prospective employer or third party of

the existence ofthis agreement, and shall be enfifled to fifll injunctive relieffor any breach.

This agreement shall be binding upon me and my personal represcntau'vcs and successors in interest, and

shall inure to the benefit of the Company, its successors and assigns.

Signcdthis q dayof fl/fifif/ ,2007.

x xszwx « m WWAudiovox Specialized Applications, LLC (Employee Signature

\<\\.:\:V;, v ., x—a‘xx. filwfll% l QMIfljPrinted Name Primed Name

EXHIBIT C


T12 Covenant Against Competition ls made and entered into this a day of

¥ r {‘

zoflby and between Audiovox Specialized Applications, LLC (“ASA”), and

Uxfcgl i,.. firm: :5; fl (“Employee”)

RECITALS

ASA is generally engaged in the business of the sale and distn'bution ofcomponent parts andafiemnarket additions to the recreational vehicle, van conversion and related, allied or similar

manufacturers and afiet-market retailers, all of Which products have been supplied from throughout the

world and are sold by ASA throughout the United States. The Employee has recently or heretofore been

engaged by ASA as a sales and service representative ofASA as presently or hereafler constituted in a part

or all ofASA’s market or service area. As a result of his/her employment wim ASA, the Employee has or

will acquire the names, addresses, requirements, contact personnel and procedures, pricing information,

sources of supply, and other confidential information ofASA relating to ASA’s customers, and suppliers,

as a result of his/her direct dealings and personal relationship with those customers and suppliers.

The purpose of this Agreement is to formally document the Employee’s agreement to refrain fromthe disclosure of confidential information ofASA during or after his/her continuing employment with ASAand from enten’ng into certain types of competition with ASA from and afier the voluntary or involuntary

termination of his/her employment relationship.

THEREFORE, for and in consideration of the Employee’s employment with ASA, me Employeehereby covenants and agrees as follows:

1. Incorgoration of Recitals. The above-stated recitals c e hereby incorporated as

substantive provisions of the Ageement declaring the intent of the parties and the circumstances

surrounding the Agreement.

. 2. . Non-Disclosure of Confidential Information. Except as his/her assigned duties mayrequire or as ASA may otherwise consent in writing, the Employee agrees that he/she shall not disclose at

any time either dun'ng or subsequent to his/her employment, any information, knowledge or data

concerning or relating to ASA, its customers, suppliers and/or sources of supply, customer or supplypricing information, plans or programs, or other information concerning ASA and its business which is of a

proprietary or confidential nature to any other person, firm or entity. Further, upon the voluntary or

involuntmy tenniuafion of his/her employment, the Employee shall deliver to ASA any and all documents,

equipment, brochures, pn'ce lists, catalogs, equipment or other records relating lo or conceming his/hcr

employment and ASA.

3. Covenant Against Competition. The Employee recognizes and agrees that during the

course of his/her employment he will obtain confidential information as outlined in paragraph 2 above and

meet and establish personal relationships with suppliers and customers ofASA. Employee further

recognizes ASA’s interest in protecting its good will and investment in those relationships which Werefostered by the Employee as a result ofthe training and experience afiorded him/her at ASA’s expenses.

The Employee further recognizes and acknowledges ASA’s valid business interest in the protection of suchinformation and relationships through avoiding, for limited times, competition by, through and from former

employees trained and/or given special knowledge and cxpen'ence by ASA and with ASA’s equipment,

methods, contacts, data, knowhow and money. Therefore, and with full knowledge that ASA will

expressly rely upon this Agreement in employing the Employee or in continuing the employeesemployment with the Corporation, and in consideration for said employment or continuing employment,the employee covenants and agrees that:

EXHIBIT C

A4 Dun'ng his/her employment and for a period ofone (1) year from and after the

termination of his/her employment, the Employee will not directly or indirectly divert or

assist any others in the diversion of any existing or prospective business of the

Corporation, which existing or prospective business the Employee served or solicited onbehalf of ASA during his/her employment with ASA. Markets and customers to which

this Covenant Against Competition shall apply are generally described as the recreational

vehicle manufacturers and afier-market retailers; van conversion companies; the

manufactured housing indusny; limousine manufacmrers; marine manufacturers and

aftermarket retailers; bus manufacturers; truck body manufacmrers; passenger car

(OEM) semi-tlactor manufacturers; and manufacturers and retailers of agricultural

vehicles; constnxction equipment and commercial vehicle, including vehicles that arc

only for off-road use.

B. Dun'ng his/her employment and for a pefiod ofone (1) year fiom and afier the

termination (through progressive discipline), quitting (with or without notice), or

resignation of that employmenL the Employee will not own, manage, control or operate,

or act as an employee, customer service representative, technical service representative,

sales representative, sales executive, consultant or independent contmctor of any business

which sells or delivers any of the same or similar products ofASA or to accounts whichhe/she served or solicited on ASA’s behalf during his/her employment with ASA, such as

Riverpark, Ml'I‘O, Dave Caner & Associates, Odyssey, Tri-Star/Cast, Midwest Sales,


If employees’ position is eliminated, downsized, or placed on permanent lay off status,


C. During his/her employment and for aperiod of one (1) year from and afler the

termination of that employment, the Employee shall not directly or indirectly entice, aid

0r cooperate with others in the solicitation or enticement away of any employee, >,

customer or supplier ofASA to any new or existing business in competition with ASA in

relation to any supplier or customer the Employee solicited or had contact with during

his/her employment with ASA.

4 Severabiligy. In the event that any word, phrase, clause, sentence or other provisions of

tins Agreement shall be determined to be violative of any applicable statute or rule of law 1n anyjurisdiction m which it ls intexpreted, the parues agree that any such portion or provision of this Agmememshall be ineficcfive to the extent of such violation without invalidating any other part or provision hereof. It

is fixrther agreed that if at any time it shall be determined that any portion of this Agreement is

unreasonable as to time or area, or both, by any court of competent jurisdiction, ASA shall be entitled to

enforce this covenant for such period of time and within such area as may be determined to be reasonable

by any court of competent jurisdiction.

5. Remedies. Employee agrees that in the event of any breach of this Agreement, the

injuries and damages to ASA shall be immediate and irreparable and ASA shall be available to it by law.

In the event of any breach of this Agreement, or any part hereof, the Employee agrees that, in addition to

any and all other compensatory or punitive damages available, the Employee shall pay any and all costs or

the enforcement of this Agreement, including the reasonable attorney fees of ASA.

6. Governing Law. The parties agree that this Agreement shall be governed by andinterpreted under the laws of the state of Indiana.

7. Employment at Will. The Employee fully understands and agrees that nothing

EXHIBIT C

contained in this Agreement, either expressly or impliedly, is intended to impose any obligation upon ASAto employ him/her for any period of time and that his/her employment by ASA shall be terminable at will

by either party.

8. ‘Term. This Agreement shall be in full force and efi‘cct for the entirety ofthe term of the

Employee’s employment by ASA and for the time period thereafter as specified in paragraph 3 above.

9. Independent Aggeement This Agreement is independent and separate fiom any and all

other agreement or contract concerning and relating to the terms and conditions of the Employee’s

employment.

10. Sole Aggement; Amendment. This Agreement represents the sole agreement of the

parties concerning the subject matter hereof and may be amended only by a written document signed by

both parties hereto.

SO EXECUTED AND AGREED on the date first above written.

%?/g%%o

DATE:

d /<z/a> 7/ l

EMPLOYER:Audiovox Specialized Applications, LLC

By: mc\

cs \m-;“~b,x.‘ »_..-~»\.

Date:“'1 ” 9‘ 3 C13 “'1

EXHIBIT D

Message

From: VINCE SMITH [[email protected]]

Sent: 3/12/2018 10:40:14 AMTo: Kistler, Dayna M. [[email protected]]

CC: Mastrian, Patrick F. [[email protected]]; Michelsen, Jan [[email protected]];

Michelle Fioritto [[email protected]]; [email protected]; Shawn Lewis [[email protected]];

[email protected]

Subject: Re: Vincent Smith

Attachments: ASA Receiptpdf

Mr. Mastrian,

lam in receipt ofyour letter dated March 8, 2018 on behalfofASA Electronics. [have delivered all personal property to

ASA Electronics this morning evidenced by the attached receipt. I do not have any other maten'als, equipment,

documents or electronically stored information that belongs to ASA Electronics. I had previously provided a copy ofthe

Covenant Against Competition and Nondisclosure Agreement between me and ASA Electronics to my new employer,

Lippert Components, Inc. I did not retain a copy ofthe other Mutual Non-Disclosure Agreement dated August 16, 2016

that you referenced in your letter

l innarfnnnanR‘D

EXHIBIT E

Message

From: Shawn Lewis [[email protected]]

Sent: 3/12/2018 4:44:20 PMTo: [email protected]

Subject: Vincent L. Smith ll

Attachments: Vince Smith Acknowledgement 3-12-18.pdf

Importance: High,

Mr. Mastrian,

Lippert Components, Inc. is in receipt of your correspondence dated March 8, 2018 to Mr. Smith along with the

referenced documents. As you know Mr. Smith returned all of the personal property to ASA Electronics this morning

and emailed you a copy of the receipt signed by a representative of ASA Electronics. l personally spoke with Mr. Smith

about the contents of your letter including the alleged representation of Mr. Smith. I asked him directly and Mr. Smith

said that he did not say he would ”not be working with an electronics division of LCI" prior to leaving ASA

Electronics. Mr. Smith represented to me that he said he would not work on control systems.

LCI is a very large employer in this area and on occasion hire employees that may have been with competitors. While

restrictive covenants are enforceable in Indiana they are still. not favored by the Courts and typically are strictly

construed against the employer. We have made sure Mr. Smith understands his obligations and he signed the attached

acknowledgement.

Lastly, just as an FYI in case you weren’t aware, Ogletree Deakins did some legal work for LCI last year.

P. Shawn Lewis

Lippert Components, Inc.

VP, General Counsel and Corporate Secretary

w: 574.312.6113|c: 574.349.1915

I innarfflnnflnaflfi

EXHIBIT E

LIP'PERT COMPONENTS, iNC.NEW EMPLOYEE ACKNOWLEDGMENT

l understané and acknowledge that I have been instructed by'Lippcrt Companents, 1:20.,

3nd its subsidiaries and affiliates (coilectively “LCI”): (a) to comply with any applicable post-

employment cenfidentiaiity and restrictive covenants contained in any agreemems to which i

’

am subject with any of my former ernpiéyem (including; without limitation, Audiovox

Specialized Applications, L-LC az’kfa ASA Eiectmnics {“ASA")); (133-210: to use or disclose to

LC} or any of LCI’S employees, agents or vendors any confidential or pmprietary information

or wade secrets that I may have learned during any prior employment (including, without

limitation, ASA); and (c) not soiicit any empioyée, customer er supplier from "any prior

employer (including, without 1imitation, ASA) that would breach any non-so’licitation

provisions fm- thc applicable restricted period of time. I ages: to comply fully with such

instructions.V

Furthernmre, I understand, acknowledge and affirm that (1)1 do net possess any

confidential or proprietary documents or other materials belonging t0 any prior employers

(including, without limitation. ASA) and (2') during my employment with LCI, I will not use

0r disclose any confidential or proprietary infomafion or trade secrets that I may have leamed

during any prior employment.

Wu«:r". g

.

”kfiej/wfl’incent L. Smith II

Date: 3/? 2,53}

al inmr‘l‘nnnnnflflfi

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