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(1)	The election of eight members to the Board of Directors; and,

(2)	Approval of the Company's 2014 Omnibus Equity Incentive Plan; and,

(3)	Approval, by non-binding advisory vote, of the compensation paid to the Company's named executives; and,

(4)	The ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2015.

2.	Approval of the Company's 2014 Omnibus Equity Incentive Plan:

3.	Approval, by non-binding advisory vote, of the compensation paid to the Company's named executives:

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4.	Ratification of the Appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2015:

•	In the last nearly 50 years, we have grown from a small car stereo company to a global consumer electronics giant.

•	Along the way we have acquired over 30 brands, some of which are world renowned like Klipsch, RCA, Acoustic Research and Jensen….and international brands like Heco and Magnat.

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•	We have changed our business from being an OE purchaser to one where we now actually manufacture nearly 30% of all the products we sell.

•	We are global with offices around the world and over 2,000 employees.

•	We have partnered with powerhouse companies like Qualcomm, AT&T, Sirius Satellite Radio, just to name a few.

•	And we are at the forefront in new technologies like biometrics and action cameras.

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•	The second area is action cameras. We invested $3 million in EyeSee360 and also established an exclusive distribution agreement for North America. The 360 FLY action camera is the world’s first 360/240 degree camera that allows you to capture everything in front of you, behind you, to the sides of you…all in one shot. It’s great for action sports, but also

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A.	the financial reports and other financial information provided by the Company to any governmental body or the public;

B.	the Company’s systems of internal controls regarding finance, accounting, legal compliance and ethical behavior that management and the Board have established; and,

C.	the Company’s auditing, accounting and financial reporting processes generally;

D.	the Company’s compliance with legal and regulatory requirements;

E.	the independent auditors’ qualifications and independence; and,

F.	the performance of the independent auditors by reviewing published financial information, reviewing the systems of internal control over financial reporting, and all audit processes outlined in the audit plan.

A.	serve as an independent and objective party to monitor the Company’s financial reporting process and internal control system;

B.	review and appraise the audit efforts of the Company’s principal accounting officer and its independent accountants; and,

C.	provide an open avenue of communication among the independent accountants, financial and senior management, the principal accounting officer, and the Board of Directors.

1.	Review and update this Charter periodically, at least annually, as conditions dictate.

2.	Review the Company’s annual financial statements and any reports or other financial information submitted to any governmental body, or the public, including any certification, report, opinion, or review rendered by the independent accountants.

3.	Review the regular internal reports to management prepared by the principal accounting officer and management’s response.

4.	Review with financial management and the independent accountants the 10-Q and 10-K prior to filing or prior to the release of earnings.

5.	The Audit Committee shall recommend to the Board of Directors, if appropriate, that the Company's annual audited financial statements be included in the Company's annual report on Form 10-K for filing with the Securities and Exchange Commission.

6.	The Audit Committee shall review and discuss with management and the independent auditors management’s report on the Company’s internal control over financial reporting and the independent auditors’ attestation thereto.

7.	The Audit Committee shall prepare the report required by the Securities and Exchange Commission to be included in the Company's annual proxy statement and any other Audit Committee reports required by applicable securities laws or stock exchange listing requirements or rules.

B.	Independent Accountants

1.	The independent auditors of the Company are ultimately accountable to the Board and the Audit Committee. The Audit Committee shall have sole authority to hire and fire independent auditors, and to set the compensation and oversee the work of the independent auditors.

2.

The Audit Committee shall be responsible for pre-approving any nonaudit services from the independent auditors, establishing procedures for such pre-approval, and ensuring that such services are not prohibited by Section 10A of the Securities Exchange Act of 1934 and applicable regulations. The Audit Committee shall also evaluate potential conflicts of interest that are prohibited by Section 10A of the Securities Exchange Act of 1934 and applicable regulations.

3.	The Audit Committee shall review and approve disclosures required to be included in Securities and Exchange Commission periodic reports filed under Section 13(a) of the Securities Exchange Act of 1934 with respect to audit and non-audit services.

4.	The Audit Committee shall review the qualifications and performance of the Company's independent auditors (including the lead partner of the independent auditors) on at least an annual basis.

5.

On an annual basis, the Audit Committee shall review and discuss with the independent auditors all relationships the independent auditors have with the Company in order to evaluate the independent auditors' continued independence. The Audit Committee: (i) shall ensure that the independent auditors submit to the Audit Committee on an annual basis a written statement (consistent with Independent Standards Board Standards No. 1) delineating all relationships and services that may impact the objectivity and independence of the independent auditors; (ii) shall discuss with the independent auditors any disclosed relationship or services that may impact the objectivity and independence of the independent auditors; and (iii) shall satisfy itself as to the independent auditors' independence. If necessary, the Audit Committee shall recommend that the Board take appropriate action in response to the independent auditor’s statement to satisfy itself of the independent auditor’s independence.

6.

At least annually, the Audit Committee shall obtain and review a report from the independent auditors describing (i) the independent auditors' internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; (iii) all relationships between the independent auditors and the Company; (iv) the independent auditor’s critical accounting policies and practices; (v) all alternative accounting treatments within GAAP for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative treatments and the treatment preferred by the independent auditor; and (vi) other material written communications between the accounting firm and management.

7.	The Audit Committee shall confirm that the lead and consulting audit partners for the Company's independent auditors, as well as additional audit partners defined by SEC regulations, rotate from such positions for an appropriate period of time as required by law.

8.	The Audit Committee shall review all reports required to be submitted by the independent auditors to the Audit Committee under Section 10A of the Securities Exchange Act of 1934.

9.	The Audit Committee shall review, based upon the recommendation of the independent auditors and management, the scope and plan of the work to be done by the independent auditors for each fiscal year.

10.	The Audit Committee shall present its conclusions with respect to the independent auditors to the full Board.

1.	In consultation with the independent accountants, review the integrity of the Company’s financial reporting processes, both internal and external.

2.	Consider the independent accountants’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.

3.	Consider and approve, if appropriate, major changes to the Company’s auditing and accounting principles and practices as suggested by the independent accountants, management, or the principal accounting officer.

1.	Establish regular and separate systems of reporting to the Audit Committee by each of management, the independent accountants and the principal accounting officer regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.

2.	Following completion of the annual audit, review separately with each of management, the independent accountants and the principal accounting officer any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

3.	Review any significant disagreement among management and the independent accountants or the principal accounting officer in connection with the preparation of the financial statements.

4.	Review with the independent accountants, the principal accounting officer and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented.

1.	Establish, review and update periodically a Code of Ethical Conduct and ensure that management has established a system to enforce this Code.

2.	Review management's monitoring of the Corporation’s compliance with the organization’s Ethical Code, and ensure that management has the proper review system in place to ensure that Corporation's financial statements, reports and other financial information disseminated to governmental organizations, and the public satisfy legal requirements.

3.	Review, with the organization’s counsel, legal compliance matters including corporate securities trading policies.

4.	Review, with the organization’s counsel, any legal matter that could have a significant impact on the organization's financial statements.

5.	Perform any other activities consistent with this Charter, the Corporation’s By-laws and governing law, as the Committee or the Board deems necessary or appropriate.

1.

To assist the Committee in fulfilling its responsibilities, (i) each Committee member shall have full access to any member of management and the Independent Auditor; and (ii) the Committee may retain independent consultants, counsel and other advisors as it determines necessary to carry out its duties. The Committee will have sole authority and responsibility for hiring, approving the fees and retention terms for, and terminating the services of, such advisors.

2.	The Company will provide appropriate funding, as determined by the Committee, for payment of the fees of the Independent Auditor, the administrative expenses of the Committee, and any advisors that the Committee may employ in carrying out its duties.

1.	The Committee shall conduct an evaluation of the Committee’s performance at least annually. The evaluation shall address subjects including the Committee’s composition, responsibilities, structure and processes, and effectiveness.

2.	The Committee shall also review the Committee’s Charter at least annually. The Committee shall, as appropriate, make recommendations to management or the full Board as a result of its performance evaluation and review of its Charter.