ex10-1





 







Exhibit
10.1


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of March 2,
2020 (the “Agreement”), is made by and
between ImageWare Systems, Inc., a Delaware corporation (the
“Company”), and
Kristin Taylor (“Executive”).


 





WHEREAS, the
Executive and Company are currently parties to an Employment
Agreement dated March 2, 2020 (the “Original Effective
Date”);


 





WHEREAS, the
parties desire to amend and restate the Employment Agreement as
more particularly set forth herein, intending that this Agreement
supersede the Employment Agreement, and be binding as of the date
hereof;


 





WHEREAS, the
Company, its subsidiaries and affiliates (collectively the
“Affiliates”)
are engaged in the business of developing and providing end-to-end
digital identity proofing, authentication and management solutions
as a cloud SaaS and on-premises, and are not confined to any
geographic area (the “Business”); and


 





WHEREAS, the
Executive is or shall become familiar with confidential information
and trade secrets associated with the Business of the
Company.


 





NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 

Section
1.                          
Employment.

 





The
Company shall employ the Executive, and the Executive accepts
employment with the Company, upon the terms and conditions set
forth in the Agreement for the period that commenced on March 2,
2020 and ending as provided in Section 4 (the
“Employment
Period”).

 




Section
2.                          
Position and
Duties.

 




(a) During the
Employment Period, the Executive shall serve as the President and
Chief Executive Officer of the Company, and shall have the usual
and customary duties, responsibilities and authority for such
position, subject to the power of the Board of Directors of the
Company (the “Board”) (i) to expand or
limit such duties, responsibilities and authority and (ii) to
override the actions of the Executive.


 




(b) The Executive shall
report to the Board and shall devote her best efforts and
substantially all of her active business time and attention (except
for permitted vacation periods and reasonable periods of illness or
other incapacity) to the business and affairs of the Company and
its Affiliates. The Executive shall perform her duties and
responsibilities to the best of her ability in a diligent and
professional manner. During the Employment Period, the Executive
shall not engage in any business activity which conflicts with the
duties of the Executive hereunder, whether or not such activity is
pursued for gain, profit or other pecuniary advantage.


 




(c) The foregoing
restrictions shall not limit or prohibit the Executive from
engaging in passive investment, inactive business ventures and
community, charitable and social activities, and other such
outside business activities not interfering with the
Executive’s performance and obligations
hereunder.

 

 




 








 





  




(d) During the
Employment Period, the Executive may maintain a virtual office and
shall have the right to perform her duties remotely, in so far as
it is consistent with Company policy.


 




Section
3.                          
Salary and
Benefits.

 




(a) As of February 1,
2021, the Executive’s salary shall be $350,000 per annum (the
“Salary”),
which Salary shall be payable in regular installments in accordance
with the Company’s general payroll practices and subject to
withholding and other payroll taxes. The Executive shall be
eligible for merit increases during the Employment Period at a rate
typically provided to Chief Executive Officers and/or other senior
executives of companies of similar, size, revenues and profits at
the sole discretion of the Board and the Compensation Committee of
the Board. In no event shall Executive's base salary ever be
subject to reduction unless Executive expressly agrees in writing
to such reduction.

 




(b) In addition, during
the Employment Period, the Executive shall be entitled to
participate in all employee benefit programs from time to time for
which senior executive employees of the Company and its Affiliates
are generally eligible. The Executive shall be eligible to
participate in all insurance plans and receive all insurance
benefits available generally from time to time to executives of the
Company and its Affiliates. Company agrees that at all times during
the term of this Agreement Company shall maintain Directors and
Officers Liability Insurance (with a reasonable policy limit based
upon typical policy limits for similarly situated companies).
Company further agrees that it shall indemnify and defend Executive
for any actions taken by Executive in the course and scope of
Executive's employment.


 

(c) In addition to the
Salary as set forth above, Executive may be paid an annual bonus
not to exceed one times the Executive’s Salary (i.e., up to
$350,000), which bonus and its amount shall be solely at the
discretion of the Board. Within 60 days of the filing of a Company
10-K or 10-Q in which the auditor’s “going
concern” issue has been eliminated for the Company, the Board
will negotiate in good faith with Executive to establish
performance metrics on which all or portions of such Executive
bonus as determined by the Board may be based going
forward.


 




(d) During the
Employment Period, the Company shall reimburse the Executive for
all reasonable expenses incurred by the Executive in the course of
performing her duties under the Agreement which are consistent with
the Company’s and its Affiliates’ policies in effect
from time to time with respect to travel, entertainment and other
business expenses, subject in all instances to the Company’s
requirements with respect to reporting and documentation of such
expenses and excluding the Executive’s ordinary commuting
expenses.


 




(e) The Company has
adopted a policy of unlimited PTO for its employees. During the
Employment Period, the Executive is encouraged to take PTO to
provide a respite from the demands of her employment and to provide
the opportunity for recovery and restoration in periods of no more
than two consecutive weeks at any time, and within timeframes that
will not interfere with Executive’s duties and
responsibilities to Company.


 




(f) The Executive shall
be issued an option under the Company’s 2020 Plan for twenty
seven million (27,000,000) shares of the Company’s issued and
outstanding Common Stock (“the Option”) with an
exercise price equal to the fair market value of the
Company’s common stock as reported on the OTC Markets on the
date of the grant, which date shall be determined in the sole
discretion of the Board. 10% of the option shall vest immediately
upon grant, and the remaining 90% shall vest over the
three
years beginning March 1, 2021 with a one year cliff. For clarity,
10% shall vest immediately, 30% shall vest on March 1, 2022, and
the remaining 60% shall vest ratably at the end of each month over
the period from March 1, 2022 thru February 29, 2024. The options
shall be governed by an option agreement which shall define the
option term as 7 years from initial vesting date, shall allow for
net exercise of any vested options at the discretion of the
Executive, and shall provide for a post termination exercise (PTE)
period of 2 years. The option as described above shall be granted
conditioned on the surrender of any and all previously agreed to
option or RSU grants to the Executive.

 






 








 





   


(g) In the event there
is a change of control, as defined below, of the Company, then
either (1) this Agreement shall continue in full force and effect
with appropriate assignment, or (2) Executive may in her discretion
choose to accept a new agreement which shall replace this
Agreement, or (3)
absent such
continuation of this Agreement or negotiation of a new agreement
acceptable to Executive, she shall have the right to resign with
Good Reason as further detailed below.

 





Change
of Control means: (i) a sale or other disposition of all or
substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving entity and
in which the stockholders of the Company immediately prior to such
consolidation or merger own less than fifty percent (50%) of the
surviving entity’s voting power immediately after the
transaction; (iii) a reverse merger in which the Company is the
surviving entity but the shares of Common Stock outstanding
immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash
or otherwise, and in which the stockholders of the Company
immediately prior to such reverse merger own less than fifty
percent (50%) of the Company’s voting power immediately after
the transaction; or (iv) at any time after the Company’s
first registration statement registering securities of the Company
is declared effective, an acquisition by any person, entity or
group within the meaning of Section 13(d)or 14(d) of the Exchange
Act, or any comparable successor provisions (excluding shareholders
of the Company with respect to shares and voting power beneficially
held by them as of the date of the Agreement, any employee benefit
plan, or related trust, sponsored or maintained by the Company or
subsidiary of the Company or other entity controlled by the
Company) of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act, or comparable successor
rule) of securities of the Company representing at least fifty per
cent (50%) of the voting power entitled to vote in the election of
directors, excluding from such percentage securities beneficially
owned by stockholders of the Company immediately prior to and after
such event.


 





Section
4. Term.

 




(a) The Employment
Period shall be for a period of four (4) years from the Original
Effective Date (March 2, 2020), unless earlier terminated upon the
Executive’s resignation, death, or disability, or unless
otherwise earlier terminated under this Agreement, whether for or
without Cause. The last day on which Executive is employed by the
Company, whether separation is voluntary or involuntary and is with
or without Cause, as defined below, is referred to as the
“Termination
Date.”


 




(b) If the Employment Period is terminated by
the Company without Cause or there is a change of control (as
defined above) without an assignment of this Agreement, then so
long as Executive executes (and does not revoke) a release (the
“Release”)
substantially in the form attached hereto as Exhibit A, Executive
shall be entitled to severance payments equal to Executive’s
Salary (i.e.,
$350,000/year) and
shall remain enrolled in the Company’s health, dental, and
life insurance plans for the lesser of twelve (12) months or the
remaining period prior to expiration of the Employment Period (the
“Severance Period”), plus Executive shall be entitled
to any bonus due as of the effective date of such termination,
unless the Executive has breached the provisions of Sections 5
and/or 6 of the Agreement in which case the provisions of Section 9
shall apply. Such payments of the Salary as severance shall be
made periodically in the
same amounts and at the same intervals as if the Employment Period
had not ended and Salary otherwise continued to be paid. If the
Employment Period is terminated by reason of the Executive’s
Death, the Executive is entitled to the benefits described in this
subsection 4(b) however, the Release described above shall not be
required.


 




 








 





   




(c) If the Employment
Period is terminated by resignation of Executive for Good Reason
(as defined below), then so long as Executive executes (and does
not revoke) a release (the “Release”) substantially in the
form attached hereto as Exhibit A, Executive shall be entitled to
severance payments equal to Executive’s Salary (i.e., $350,000/year) and shall remain
enrolled in the Company’s health, dental, and life insurance
plans for the lesser of twelve (12) months or the remaining period
prior to expiration of the Employment Period (the “Severance
Period”), plus Executive shall be entitled to any bonus due
as of the effective date of such termination, unless the Executive
has breached the provisions of Sections 5 and/or 6 of the Agreement
in which case the provisions of Section 9 shall apply. Such
payments of the Salary as severance shall be made periodically in
the same amounts and at the same intervals as if the Employment
Period had not ended and Salary otherwise continued to be
paid.


 





For
purposes of this Agreement, "Good Reason" means resignation by the
Executive based upon the occurrence without the Executive's express
written consent of any of the following: (i) a significant
diminution by the Company of the Executive's role with the Company
or her title as President and Chief Executive Officer of the
Company, or a significant detrimental change in the nature and/or
scope of the Executive's status with the Company; (ii) the
relocation of the Company’s principal executive office (which
is currently at 11440 West Bernardo Court, Suite 300, San Diego, CA
92127) to a location more than 60 miles away from the current
address without the express written consent of Executive; (iii)
Change of Control in the Company without Executive's consent, which
consent shall not be unreasonably withheld; (iv) Assignment of this
Agreement without Executive's consent, which consent shall not be
unreasonably withheld; (v) reduction of Executive’s Salary
without her express written consent except as provided for under
Section 3(a), or other material change to the terms and conditions
of Executive’s compensation, including incentive
compensation; or (vi) any other material breach by the Company of
any of the terms and conditions of this Agreement.


 




(d) If the Employment
Period is terminated by the Company for Cause, or by reason of the
Executive’s disability or resignation without Good Reason,
the Employment Period shall terminate immediately, and Executive
shall be entitled to receive her Salary, bonus, and other incentive
compensation only to the extent such amount has accrued through the
Termination Date.


 




(e) Except as otherwise
required by law (e.g., COBRA) or as specifically provided herein,
all of the Executive’s rights to salary, severance, fringe
benefits and bonuses hereunder (if any) accruing after the
Termination Date shall cease upon the Termination Date. In the
event the Executive is terminated by the Company without Cause or
by Executive for Good Reason, the sole remedy of the Executive
and/or their successors, assigns, heirs, representatives and estate
shall be to receive the severance payments described in
Sections 4(b)
and/or 4(c);
provided, however, in the
event the Executive is terminated by the Company without Cause or
by Executive for Good Reason, all unvested stock options or other
incentive equity compensation shall immediately vest
notwithstanding such termination.




 

(f) In the event the
Executive is terminated by the Company for Cause or if the
Employment Period is terminated by reason of the Executive’s
resignation without Good Reason, death or disability, the sole
remedy of the Executive and/or her successors, assigns, heirs,
representatives and estate shall be to receive the payment (if any)
described in Sections
4(b), 4(c)
or 4(d), as
applicable.

 

 




 








 





  




(g) For purposes of
the Agreement, “Cause” shall be defined as
follows:


 




i.       
an act
of fraud, embezzlement, or theft in connection with
Executive’s job duties or in the course of Executive’s
employment with the Company;


 




ii.      
intentional damage by Executive to Company property;

 

iii.     
unauthorized disclosure by Executive of Company trade secrets or
proprietary information;

 

iv.      
violation,
including a plea of nolo contendre by Executive of any federal,
state, or local law, ordinance, rule, or regulation (other than
traffic violations or similar offenses);

 




v.       
any breach by Executive of corporate fiduciary duties owed to the
Company;


 




vi.     
failure or refusal
by Executive to perform the duties required by the
Executive’s position with the Company;


 




vii.    
any material proven
violation by the Executive of any of the Company’s standing
policies respecting business ethics, or prohibition of sexual
harassment; or


 




viii.   
refusal by
Executive to assist in litigation, arbitration, or other disputes
involving the Company so long as such assistance does not interfere
with Executive's ability to perform the duties of her
position.


 





In the
event Company believes “Cause” exists for terminating
the Agreement pursuant to this Section, the Company shall give the
Executive written notice of the acts or omissions under sections
“v” and “vi” above constituting
“Cause” (“Cause
Notice”), and no termination of the Agreement shall be
effective unless and until the Employee fails to cure such acts or
omissions within fifteen (15) calendar days after receipt of the
Cause Notice.


 




(h) Six months prior to
the termination of this Employment Contract, namely on or about
September 4, 2023, the Board will begin to work with Executive to
negotiate a Contract extension or will advise Executive of intent
not to renew.

 
Section
5.                        
Nondisclosure and Nonuse
of Confidential Information.

 




(a) The Executive shall
not disclose or use at any time, either during the Employment
Period or thereafter, any Confidential Information (as defined
below) of which the Executive is or becomes aware, whether or not
such information is developed by her, except to the extent that
such disclosure or use is directly related to and required by the
Executive’s performance in good faith of duties assigned to
the Executive by the Company or is required to be disclosed by law,
court order, or similar compulsion; provided, however, that such disclosure
shall be limited to the extent so required or compelled; and
provided, further, that the
Executive shall give the Company notice of such disclosure and
cooperate with the Company in seeking suitable protection. The
Executive shall take all reasonably appropriate steps to safeguard
Confidential Information within their control and to protect such
Confidential Information against disclosure, misuse, espionage,
loss and theft. Upon the Company’s request, the Executive
shall deliver to the Company on the Termination Date, or at any
time the Company may request, all memoranda, notes, plans, records,
reports, computer tapes and software and other documents and data
(and copies thereof regardless of the form thereof (including
electronic and optical copies)) relating to the Confidential
Information or the
Work Product (as defined below) of the business of the Company or
any of its Affiliates which the Executive may then possess or have
under their control.

 

 




 








 






    




(b) As used in the
Agreement, the term “Confidential Information” means
information that is not known to the public and that is used,
developed or obtained by the Company or any Affiliate in connection
with its business, including, but not limited to, information,
observations and data obtained by the Executive while employed by
the Company or any predecessors thereof (including those obtained
prior to the date hereof) concerning the Company’s or any
Affiliate’s (i) business or affairs, (ii) products or
services, (iii) fees, costs and pricing structures, (iv) designs,
(v) analyses, (vi) drawings, photographs and reports, (vii)
computer software, including operating systems, applications and
program listings, (viii) flow charts, manuals and documentation,
(ix) data bases, (x) accounting and business methods, (xi)
inventions, devices, new developments, methods and processes,
whether patentable or unpatentable and whether or not reduced to
practice, (xii) customers, clients, suppliers and publishers and
customer, client, supplier and publisher lists, (xiii) other
copyrightable works, (xiv) all production methods, processes,
technology and trade secrets, (xv) business strategies, acquisition
plans and candidates, financial or other performance data and
personnel lists and data, and (xvi) all similar and related
information in whatever form. Confidential Information shall not
include any information that has been published in a form generally
available to the public prior to the date the Executive proposes to
disclose or use such information. Confidential Information shall
not be deemed to have been published merely because individual
portions of the information have been separately published, but
only if all material features comprising such information have been
published in combination.

 




Section
6.                       
Inventions and
Patents.

 





The
Executive agrees that all inventions, innovations, improvements,
technical information, systems, software developments, methods,
designs, analyses, drawings, reports, service marks, trademarks,
trade names, logos and all similar or related information (whether
patentable or unpatentable) which relates to the Company’s or
any of its Affiliates’ actual or anticipated business,
research and development or existing or anticipated products or
services and which are conceived, developed or made by the
Executive (whether or not during usual business hours or on the
premises of the Company or any Affiliate and whether or not alone
or in conjunction with any other person) while employed by the
Company together with all patent applications, letters patent,
trademark, tradename and service mark applications or
registrations, copyrights and reissues thereof that may be granted
for or upon any of the foregoing (collectively referred to herein
as the “Work
Product”), belong in all instances to the Company or
such Affiliate. The Executive shall promptly disclose to the Board
Work Product conceived, developed or made by the Executive after
the commencement of the Employment Period. The Executive shall
perform all actions reasonably requested by the Board (whether
during or after the Employment Period) to establish and confirm the
Company’s ownership of such Work Product (including, without
limitation, the execution and delivery of assignments, consents,
powers of attorney and other instruments) and to provide reasonable
assistance to the Company or any of its Affiliates in connection
with the prosecution of any applications for patents, trademarks,
trade names, service marks or reissues thereof or in the
prosecution or defense of interferences relating to any Work
Product.

 


Nothing
in this Section 6 shall apply to an invention that Executive
developed entirely on her own time without using the
Company’s equipment, supplies, facilities, or trade secret
information, except for those inventions that either (1) relate at
the time of conception or reduction to practice of the invention to
the Company’s business, or actual or demonstrably anticipated
research or development of the Company, or (2) result from any work
performed by Executive for the Company.

 


Further, nothing in
this Section 6 shall apply to inventions that were owned by
Executive prior to her employment with Company (“Excluded
Inventions”). Such excluded inventions are listed herein as
follows:
 



●

Influencer
Database, a proprietary algorithmic methodology, to weigh and rank
the most influential global technical analysts.








 






 








 






    




Section
7.                       
Non-Solicitation.

 




(a) The Executive
agrees not to induce or attempt to induce, or to cause any person
or other entity to induce, any person who is an employee of, or
consultant to, the Company or any of its Affiliates to leave the
employ or service of the Company or such Affiliate for a period of
one (1) year after the Termination Date.


 




(b) The Executive shall
inform any prospective or future employer of any and all
restrictions contained in the Agreement and provide such employer
with a copy of such restrictions (but no other terms of the
Agreement), prior to the commencement of that
employment.


 

Section
8.                          
Enforcement.

 





Because
the Executive’s services are unique and because the Executive
has access to Confidential Information and Work Product, the
parties hereto agree that money damages would be an inadequate
remedy for any breach of the Agreement. Therefore, in the event of
a breach of Sections 5 or
6 of the Agreement, the Company and any of its Affiliates or
their successors or assigns may, in addition to other rights and
remedies existing in their favor at law or in equity, apply to any
court of competent jurisdiction for specific performance and/or
injunctive or other relief in order to enforce, or prevent any
violations of, provisions of Sections 5 or 6 hereof. The Executive
agrees not to claim that the Company has adequate remedies at law
for a breach of Sections 5
or 6, as a defense against any attempt by the Company to
obtain the equitable relief described in this Section 8.

 




Section
9.                          
Severance
Payments.

 





In
addition to the foregoing, and not in any way in limitation
thereof, or in limitation of any right or remedy otherwise
available to the Company, if a court of competent jurisdiction
pursuant to Section
8 or an arbitrator pursuant to Section 12(e) determines that
the Executive violated any provision of the foregoing Section 5, or Section 6, any severance
payments then or thereafter due from the Company to the Executive
shall be terminated forthwith and the Company’s obligation to
pay and the Executive’s right to receive such severance
payments shall terminate and be of no further force or effect,
without limiting or affecting the Executive’s obligations
under such Section
5 and Section
6 or the Company’s other rights and remedies available
at law or equity.

 

Section
10.                          
Representations and
Warranties of the Executive.

  



The
Executive hereby represents and warrants to the Company that (a)
the execution, delivery and performance of the Agreement by the
Executive does not and shall not conflict with, breach, violate or
cause a default under any agreement, contract or instrument to
which the Executive is a party or any judgment, order or decree to
which the Executive is subject, (b) except as expressly permitted
and disclosed pursuant to Section 2(c) above, the Executive is not
a party to or bound by any employment agreement, consulting
agreement, non-compete agreement, confidentiality agreement or
similar agreement with any other person or entity that would be
breached by performing the Executive’s duties to the Company
and (c) upon the execution and delivery of the Agreement by the
Company and the Executive, the Agreement will be a valid and
binding obligation of the Executive, enforceable in accordance with
its terms. The Executive further represents and warrants that they
have not disclosed, revealed or transferred to any third party any
of the Confidential Information or any of the Work Product and that
they have safeguarded and maintained the secrecy of the
Confidentiality Information and of the Work Product to
which
they have had access or of which they have knowledge. In addition,
the Executive represents and warrants that they have no ownership
in nor any right to nor title in any of the Confidential
Information and the Work Product.




 








 





 


Executive
represents and the Company acknowledges that Executive serves on
the board of Pure Bioscience, Inc., a bioscience company. Executive
represents and Company acknowledges that Executive’s duties
to Pure Bioscience, Inc. do not interfere with nor relate to
Executive’s duties to Company and no actual or potential
conflicts of interests exist. Executive warrants that if at any
time during the Employment Period an actual or potential conflict
arises, Executive will immediately provide notice of such actual or
potential conflict to Company.


 





Section
11. Notices.

 


All
notices, requests, demands, claims, and other communications
hereunder shall be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly given when
delivered personally to the recipient, telecopied to the intended
recipient at the telecopy number set forth therefor below, provided
that a copy is sent by a nationally recognized overnight delivery
service (receipt requested), or one (1) business day after deposit
with a nationally recognized overnight delivery service (receipt
requested), in each case as follows:

 


If to
the Company, to: ImageWare Systems, Inc.


Attention:
Corporate Secretary


Address: 11400 W.
Bernardo Court, Suite 300, San Diego, CA 92127


Telephone: (858)
673-8600 x400


Facsimile: (858)
451-8338


 


With a
copy to:

 


The
Disclosure Law Group, a Professional Corporation


655
West Broadway, Suite 870


San
Diego, CA 92101


Attention: Daniel
W. Rumsey, Managing Director


Telephone:



Email: 

 



And a
copy to:


 





Current
ImageWare Systems, Inc.Compensation Committee Chair at their
address of record.


 





If to
the Executive, to the address set forth on the signature page
hereto, or such other address as the Executive may have furnished
to the Company in writing in accordance herewith. Any such
communication shall be deemed to have been delivered and received
(a) when delivered, if personally delivered or sent by overnight
courier, and (b) on the fifth business day following the date
posted, if sent by mail. Instructions or notices of the type
described in Section
4(g) may be sent by email to the Executive as long as said
email specifically references this Agreement and Section
4(g).


 




Section
12.                          
General
Provisions.

 

(a) Severability. It is the desire
and intent of the parties hereto that the provisions of the
Agreement be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any particular provision of
the Agreement shall be
adjudicated by an arbitrator pursuant to Section 12(e) or a court
of competent jurisdiction under Section 8 to be invalid, prohibited
or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the
remaining provisions of the Agreement or affecting the validity or
enforceability of the Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more
narrowly interpreted so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly interpreted, without invalidating the
remaining provisions of the Agreement or affecting the validity or
enforceability of such provision in any other
jurisdiction.




 








 






 



(b) Complete Agreement. The
Agreement and those documents expressly referred to herein
constitute the entire agreement among the parties and supersede any
prior correspondence or documents evidencing negotiations between
the parties, whether written or oral, and any and all
understandings, agreements or representations by or among the
parties, whether written or oral, that may have related in any way
to the subject matter of the Agreement.

 

(c) Successors and Assigns. Except
as otherwise provided herein, the Agreement shall bind and inure to
the benefit of and be enforceable by the Executive and the Company
and their respective successors, assigns, heirs, representatives
and estate; provided,
however, that the rights and obligations of the Executive
under the Agreement shall not be assigned without the prior written
consent of the Company in its sole discretion. The Company may
assign the Agreement and its rights, together with its obligations,
hereunder in connection with any sale, transfer or other
disposition of all or substantially all of its assets or business,
whether by merger, consolidation or otherwise, including a merger
of the Company. The rights of the Company hereunder are enforceable
by its Affiliates, who are the intended third party beneficiaries
hereof. Notwithstanding the foregoing, to the extent the Company
assigns this Agreement without Executive's consent, and such
consent is reasonably withheld, Executive may resign from her
employment for Good Reason as set forth in Section 4(c).

 




(d) Governing Law. THE AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF
CALIFORNIA OR ANY OTHER JURISDICTION), THAT WOULD CAUSE THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA TO BE
APPLIED.


 




(e) Arbitration. Should any dispute
between Company and Executive arise at any time relating to the
employment relationship or the Agreement, Company and Executive
will confer in good faith to promptly resolve such dispute. Should
the parties be unable to resolve the dispute, and should either
party wish to pursue the dispute against the other, it is agreed
that the dispute will be resolved by final and Binding Arbitration
by a neutral arbitrator under the Employment Arbitration Rules of
the American Arbitration Association, found at
https://www.adr.org/employment. Such arbitration shall be subject
to the rules, and procedures and fee schedule in effect at the time
the arbitration is requested. The costs of such arbitration shall
be born by the Company. Legal fees and legal costs are to be born
by each party separately, unless otherwise provided by law. Such
arbitration decision shall be in writing and final and binding upon
the parties, except that, should a court having jurisdiction find
any portion of the Agreement unenforceable, the remainder of the
Agreement shall remain in effect. Nothing in this Section 12(e)
shall require arbitration of any claims for wrokers’
compensation benefits, claims for unemployment insurance, claims
under the National Labor Relations Act, nor any other claim that is
not arbitrable under the Federal Arbitration Act.


 





(f) Amendment and Waiver. The
provisions of the Agreement may be amended and waived only with the
prior written consent of the Company and the Executive, and no
course of conduct or
failure or delay in enforcing the provisions of the Agreement shall
affect the validity, binding effect or enforceability of the
Agreement or any provision hereof.

 

(g) Headings. The section headings
contained in the Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of the
Agreement.


 




(h) Counterparts. The Agreement may
be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
and the same instrument.

 






[Signature
Page Follows]


 




 








 






 

 


IN
WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement effective as of the date first set forth
above.

 


 


IMAGEWARE SYSTEMS,
INC.


 

 

By: 
/s/ James
Demitrieus

   
   James Demitrieus, Outside
Director 


 
By: 
/s/ Douglas
Morgan



 
      Douglas Morgan, Outside
Director


  

By: 
/s/ Lauren C.
Anderson

       
Lauren C. Anderson, Outside Director


 

By: 
/s/ James W.
Sight


   
    James W. Sight, Outside Director


 

 

 


KRISTIN
A. TAYLOR


 


/s/ Kristin A.
Taylor

Kristin A.
Taylor 



 

 


PO Box
9323


Rancho Santa Fe, CA
92067



Address