Exhibit 10.2


    

      EMAGIN
        CORPORATION

       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

      
         

      

      
        	Executive Name:  	Susan Jones  
	Title(s):  	Executive
                Vice President; Chief Marketing & Strategy Officer;
                Secretary 
	Effective Date:  	January 1, 2006 
	 	 


      

       

      For
        good
        consideration, the Company employs the Employee on the following terms and
        conditions (the “Agreement”)
        as of
        the above date between EMAGIN CORPORATION, a Delaware corporation (the
“Company”),
        and
        the above named executive (“Executive”).

       

      
        	  	
                1.
                  EMPLOYMENT AGREEMENT

              


      

       

      
        	1.1.         	
                Employment;
                  Duties and Responsibilities

              


      

      The
        Company hereby employs Executive as its Executive Vice President; Chief
        Marketing & Strategy Officer; and Secretary of the Board of Directors and
        Executive accepts such employment on the terms contained in this Agreement.
        Within limitations established by the Bylaws of the Company, Executive shall
        have each and all of the duties, responsibilities and authorities that are
        consistent with her title(s). Executive shall report to the Chief Executive
        Officer and shall have additional reporting to the Governance Committee of
        the
        Company’s Board of Directors. 

       

      
        	1.2.         	
                Term

              


      

      This
        Agreement shall commence on the date hereof and shall continue hereafter
        unless
        terminated pursuant to this Section 3 for a period of thirty six (36) months
        beginning on January 1, 2006.

       

      
        	1.3.         	
                Time
                  and Effort

              


      

      Executive
        shall use her best efforts to carry out the duties and responsibilities that
        are
        consistent with her title(s) and devote the substantial portion of her entire
        business time, attention, and energy exclusively to the business and affairs
        of
        the Company. During Executive’s employment Executive shall not engage in any
        business activities outside those of the Company to the extent that such
        activities would interfere with or prejudice Executive’s obligations to the
        Company. Executive may serve as a member of the Board of Directors of other
        organizations that do not compete with the Company, and may participate in
        other
        professional, civic, governmental organizations and activities that do not
        materially affect her ability to carry out her duties.

       

      
        	1.4.         	
                Service
                  on Board of Directors

              


      

      For
        as
        long as Executive is an employee of the Company, Executive shall receive
        no
        additional compensation for serving as a member of the Company’s Board of
        Directors if elected, or as its Secretary. 

       

      
        	1.5.         	
                Location

              


      

      Unless
        otherwise voluntarily agreed to, the locations at which Executive shall perform
        services for the Company shall be Bellevue, Washington and Hopewell Junction,
        New York.

      


      2.
        COMPENSATION

       

      
        	2.1.         	
                Base
                  Salary

              


      

      As
        compensation for performing services for the Company, Executive shall be
        entitled to retain her current salary as of the date of this Agreement, payable
        in bi-weekly installments consistent with the Company’s payroll practices. The
        annual base salary will be reviewed on or before January 1 of each year by
        the
        Compensation Committee to determine if such base salary should be increased
        due
        to inflation or in recognition of Executive’s services to the Company.


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	2.2.         	
                Bonus

              


      

      The
        Board
        or Compensation Committee of the Board may provide additional bonuses for
        accomplishment of various objectives from time to time, at their
        discretion.

      


      
        	2.3.          	
                Time
                  Off

              


      

      Executive
        shall accrue personal time off for vacation, sick leave, or personal reasons
        upon completion of each month following the date of this Agreement in accordance
        with her current accrual rates. The limits for this personal time shall be
        subject to an annual review by the Board or Compensation Committee of the
        Board.

       

      
        	2.4.         	
                Benefit
                  Plans

              


      

      During
        Executive’s employment, Executive shall be entitled to participate, to the
        extent of Executive’s eligibility, in the employee fringe benefits made
        available by the Company to its employees. Nothing in this Agreement shall
        preclude the Company from terminating or amending any employee benefit plan
        or
        program as a whole from time to time.

       

      
        	2.5.         	
                Business
                  Expenses

              


      

      Upon
        submission of itemized expense statements in the manner specified by the
        Company, Executive shall be entitled to reimbursement for reasonable travel,
        relocation, and other reasonable business expenses incurred by the Executive
        in
        the performance of her duties under this Agreement, or as agreed to by the
        Board
        of Directors.

       

      
        	2.6.         	
                Stock
                  Options and Grants

              


      

      Executive
        shall be eligible to participate in the Company’s Stock Option and Stock
        Purchase Plans, as determined in the sole discretion of the Board of Directors.
        The Board or Compensation Committee of the Board may provide additional awards
        of stock options or stock grants from time to time or on an incentive plan
        as
        deemed appropriate. 

      


       

      
        	 	
                3.
                  TERMINATION OF EMPLOYMENT

              


      

       

      
        	3.1.         	
                Voluntary

              


      

      If
        Executive voluntarily terminates Executive’s employment with the Company, other
        than for Good Reason as defined in Section 3.4 herein, Executive shall cease
        to
        accrue salary, vacation, benefits and other compensation on the date of
        voluntary termination. Accrued benefits, if any, will be payable in accordance
        with applicable benefit plan provisions.

       

      
        	3.2.         	
                With
                  Cause

              


      

      Notwithstanding
        anything herein to the contrary, the Company may terminate Executive’s
        employment hereunder for cause for any one of the following reasons: (a)
        failure
        to devote substantially all of Executive’s full professional time, attention,
        energies, and abilities to Executive’s employment duties for the Company, which
        failure is not cured within two weeks after the Company gives Executive written
        notice of the failure; (b) inducement of any customer, consultant, employee,
        or
        supplier of the Company to unreasonably breach any contract with the Company
        or
        cease its business relationship with the Company; (c) willful, deliberate,
        and
        persistent failure by Executive to reasonably perform the duties and obligations
        of Executive’s employment which are not remedied in a 90 day period of time
        after receipt of written notice from the Company; (d) an act or acts of
        dishonesty undertaken by Executive resulting in substantial personal gain
        by the
        Executive at the expense of the Company; (e) material breach of a fiduciary
        or
        contractual duty to the Company; (f) conviction of a felony, or (g) commission
        of an act that results in material long term harm to the goodwill or reputation
        of the Company. To be deemed terminated for Cause, the Company shall have
        given
        Employee written notice stating the alleged Cause and shall have provided
        Employee an opportunity to present evidence to the Board of Directors, at
        the
        Company’s offices on a date and time mutually convenient to the Board, no sooner
        than one and not later than two weeks after the foregoing notice, to refute
        the
        claim of Cause. Executive shall cease to accrue salary, vacation, benefits
        and
        other compensation on the date of “with cause” termination by the Company.
        Accrued benefits, if any, will be payable in accordance with applicable benefit
        plan provisions of the Company.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	3.3.         	
                Without
                  Cause

              


      

      The
        Company may terminate the employment of Executive at any time without notice
        and
        without cause (as defined in Section 3.2) In such event, Executive shall
        be
        entitled to (i) salary until the end of this agreement’s full term or twelve
        (12) months, whichever is greater, based on Executive’s monthly rate of base
        salary at the date of such termination, (ii) payment for accrued vacation
        days,
        including personal choice holidays and (iii ) all bonuses that would otherwise
        have been accrued during the term of this agreement. The Company shall pay
        such
        sum of salary and vacation accrual in one payment within thirty (30) business
        days following the effective date of termination and shall pay merit or
        revenue-based bonuses on the dates on which they would have normally occurred
        throughout the full term of this agreement. Furthermore, shares of any of
        the
        Executive’s stock subject to any lockups will be immediately released from such
        restrictions and registered by the company within 30 days of termination
        without
        cause. Executive will otherwise cease to accrue salary and other benefits
        upon
        the date of such final payment, other than the Company’s normal insurance
        policies for terminated employees. Notwithstanding the foregoing, the Company
        shall have no obligation to pay Executive any of such salary or such benefits
        that may accrue after the Company ceases to do business, liquidates
        substantially all of its assets (except in connection with a sale of
        substantially all of the assets of the Company as a going concern), or
        voluntarily or involuntarily becomes the subject of a proceeding under the
        Bankruptcy Code that is not dismissed within 60 days.

       

      
        	3.4.         	
                Termination
                  for
                  Good Reason 

              


      

      If
        Executive terminates her employment with the Company for Good Reason (as
        hereinafter defined), such termination will be considered to be effectively
        the
        same as termination without cause; she shall be entitled to the severance
        benefits set forth in Section 3.3 and vesting benefits set forth in Section
        3.8.
        For purposes of this Agreement, “Good Reason” shall mean any of the following
        unless such change was initiated by or voluntarily agreed to by Executive:
        (a)
        any significant change in the Executive’s title, or position, or duties and
        responsibilities not voluntarily made; (b) any involuntary decrease in base
        salary (other than any which may be assessed on a percentage basis to the
        company as a whole); or (c) any material breach by the Company of this
        Agreement. 

       

      
        	3.5.         	
                Change
                  of  Control 

              


      

      If
        the
        Executive’s employment is terminated or her position significantly changed or
        salary decreased as a result of the acquisition of the Company by merger,
        sale
        of all or substantially all of the Company’s assets, or other reorganization
        resulting in a change of 50% or more in the ownership of the Company’s
        stock, she shall be entitled to the severance benefits set forth in
        Section
        3.3 and vesting benefits set forth in Section 3.8. Neither this Agreement
        nor
        its incorporated terms may be invalidated or deleted or altered as part of
        the
        terms of any Change of Control actions. The Company’s rights and obligations
        under this Agreement will inure to the benefit and be binding upon the Company’s
        successors and assignees.

       

      
        	3.6.         	
                Disability

              


      

      The
        Company may terminate this Agreement without liability if Executive shall
        be
        permanently prevented from properly performing her essential duties with
        reasonable accommodation by reason of illness or other physical or mental
        incapacity for a period of more than 90 consecutive days. Upon such termination,
        Executive shall be entitled to all accrued but unpaid Base Salary, accrued
        bonus
        (if any), and accrued vacation. In the event Executive’s employment terminates
        under this Section 3.6, Executive may pursue long term disability benefits,
        if
        eligible, under any plan which the Company has provided for
        Executive.

       

      
        	3.7.         	
                Death 

              


      

      In
        the
        event of the death of Executive, the Company’s obligations hereunder shall
        automatically cease and terminate; provided, however, that within 15 days
        the
        Company shall pay to Executive’s heirs or personal representatives Executive’s
        Base Salary and accrued vacation accrued to the date of death. All other
        amounts
        due Executive, including bonuses, shall be paid to Executive’s estate in
        accordance with the full term of this Agreement. 

       

      
        	3.8.         	
                Effect
                  of Termination without “Cause” on Employee Stock
                  Options

              


      

      The
        Company hereby irrevocably offers to amend any stock options granted to
        Executive to permit the full exercise thereof following termination of
        Executive’s employment without Cause (as defined in Section 3.3) or because of
        death or disability. The Company hereby also irrevocably offers to amend
        any
        stock options granted to Executive to permit the immediate full vesting and
        exercise thereof at any time after termination of Executive’s employment without
        Cause or because of death or Disability to the same extent as if Executive’s
        employment had not terminated. Executive or Executive’s personal representative
        may accept either or both of such offers at any time before such options
        otherwise expire by giving written notice to the Company. To the extent that
        any
        options held by Executive are not incentive stock options within the meaning
        of
        Section 422 of the Internal Revenue Code, Executive hereby accepts both such
        offers.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      4. 
        NON
        COMPETITION, NON SOLICITATION, BANKRUPTCY

       

      
        	4.1.         	
                Non
                  Compete

              


      

      The
        Executive hereby covenants and agrees that during the term of this Agreement
        and
        for a period of one year following the end of the employment term, the Executive
        will not, without the prior written consent of the Company, indirectly or
        directly, on her own behalf or in the service or on behalf of others, whether
        or
        not for compensation, engage in any business activity, or have any interest
        in
        any person, firm, corporation or business, through a subsidiary or parent
        entity
        or other entity (whether as a shareholder, agent, joint venturer, security
        holder, trustee, partner, consultant, creditor lending credit or money for
        the
        purpose of establishing or operating any such business, partner or otherwise)
        with any competing business of the Company in the Covered Area. For purposes
        of
        the Section 4.1 (i) “Competing Business” means any company engaging in the
        design, development, manufacturing, and marketing of virtual imaging products
        which utilize OLEDs, or organic light emitting diodes, OLED on silicon micro
        displays and related information technology solutions. For purposes of Section
        4.1 (ii) “Covered Area” means all geographical areas of the United States and
        other Foreign jurisdictions where the Company has offices, manufactures or
        may
        contemplate offices or manufacturing of related products and/or sells its
        products directly or in-directly through distributors and/or other sales
        agents.

       

      
        	4.2.         	
                Non
                  Solicitation

              


      

      The
        Executive further agrees that the Executive will not divert any business
        of the
        Company and/or its affiliates or any customers or suppliers of the Company
        and/or the Company’s and/or its affiliates’ business to any other person, entity
        or competitor, or induce or attempt to induce, directly or indirectly, any
        person to leave his or her employment with the Company.

       

      
        	4.3.         	
                Bankruptcy

              


      

      In
        the
        event that the Company voluntarily or involuntary files for bankruptcy under
        the
        Bankruptcy Code, the Executive shall use her best efforts in keeping the
        Company
        solvent and in assisting the Company emerge from bankruptcy as a reorganized
        entity, unless the Company is liquidated.

       

      
        	
                4.4.         

              	
                Remedies

              


      

      The
        Executive acknowledges and agrees that her obligations provided herein are
        necessary and reasonable in order to protect the Company and its affiliates
        and
        their respective business and the Executive expressly agrees that monetary
        damages would be inadequate to compensate the Company and/or its affiliates
        for
        any breach by the Executive of her covenants and agreements set forth herein.
        Accordingly, the Executive agrees and acknowledges that any such violation
        or
        threatened violation of this Section 4 will cause irreparable injury to the
        Company and that in addition to any other remedies that may be available,
        in
        law, in equity or otherwise, the Company and its affiliates shall be entitled
        to
        obtain injunctive relief against the threatened breach of this Section 4
        or the
        continuation of any such breach by the Executive without the necessity of
        proving actual damages. 

      


      5.
        ASSIGNMENT OF INVENTIONS

      


      Executive
        has executed a Confidential Information and Invention Assignment Agreement.
        The
        obligations under such Confidential and Invention Assignment Agreement shall
        survive the termination of this Agreement for any reason.

      


      Following
        the termination of Executive’s employment with the Company, Executive shall make
        himself available to the Company in the defense of any patent owned by the
        Company in which he assisted, provided, however, that the Company shall allow
        Executive to fulfill any other obligations he may have at such time and that
        the
        Company shall pay the Executive compensation as an “expert,” as well as her
        incurred expenses in assisting in such defense.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      6.
        CONFIRMATION OF DISCLOSURES REQUIRED UNDER SECURITIES LAWS

       

      Since
        January 1, 2000, Executive has not: (a) filed, or has had filed against
        Executive, nor is Executive not presently contemplating a filing of, nor
        is
        Executive aware that anyone else is presently contemplating a filing against
        Executive, of a petition under the federal bankruptcy laws or any state
        insolvency laws, nor has Executive had a receiver, fiscal agent, or similar
        officer appointed by a court for the business or property of Executive, or
        any
        partnership of which Executive was a general partner at or within two years
        before the time of such filing, or of any corporation or business association
        of
        which Executive was an executive officer at or within two years prior to
        such
        filing; (b) been convicted in a criminal proceeding or been named as a subject
        of a pending criminal proceeding (excluding traffic violations and other
        minor
        offenses); (c) been subject to any order, judgment, or decree (not subsequently
        reversed, suspended or vacated) of any court of competent jurisdiction
        permanently or temporarily enjoining Executive from, or otherwise imposing
        limits or conditions on Executive’s engaging in any securities, investment
        advisory, banking, insurance or other type of business or acting as an officer
        or director of a public company; or (d) been found by a court of competent
        jurisdiction in a civil action or by the Securities and Exchange Commission
        or
        the Commodity Futures Trading Commission to have violated any federal or
        state
        commodities, securities or unfair trade practices law, which such judgment
        or
        finding has not been subsequently reversed, suspended, or vacated.

       

      7.
        AMENDMENT AND WAIVER

       

      This
        Agreement shall not be changed except in a writing signed by the parties.
        No
        waiver shall be binding unless executed in writing by the party making the
        waiver. No waiver shall be deemed a waiver of any other provision or constitute
        a continuing waiver. Any consent under this Agreement shall be in writing
        and
        shall be effective only to the extent specifically set forth in such writing.
        The consent of the Company may only be manifested by a resolution of the
        Compensation Committee of the eMagin Corporation Board of Directors or by
        the
        signature of an officer to whom authority to modify this Agreement has been
        delegated.

       

      8.
        ARBITRATION

       

      The
        parties shall use reasonable good faith efforts to resolve any dispute relating
        to the subject matter of this Agreement or otherwise by negotiations or
        mediation. If negotiation and mediation fail, any party may submit any dispute
        concerning this Agreement to final and binding arbitration pursuant to the
        commercial rules of the American Arbitration Association. At the request
        of any
        party, the arbitrators, attorneys, parties to the arbitration, witnesses,
        experts, court reporters, or other persons present at the arbitration shall
        agree in writing to maintain the strict confidentiality of the arbitration
        proceedings. Arbitration shall be conducted by a single, neutral arbitrator
        appointed in accordance with the rules of the American Arbitration Association.
        Judgment upon the award rendered may be entered in any court with
        jurisdiction.

      


      9.
        ATTORNEY’S FEES

      


      If
        any
        action at law or inequity is necessary to enforce or interpret the terms
        of this
        Agreement, the prevailing party shall be entitled to reasonable attorney’s fees,
        costs, and necessary disbursements, in addition to any other relief to which
        the
        party may be entitled.

       

      10.
        ENTIRE AGREEMENT

       

      This
        Agreement constitutes the entire agreement respecting Executive’s employment
        with the Company and supersedes the terms of any prior or contemporaneous
        employment or other offer, oral or written, with the exception of separately
        issued bonus or incentive plans which shall remain in effect during the full
        term of this Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      IN
        WITNESS WHEREOF, the undersigned have executed this Executive Employment
        Agreement as of the date first referenced above.

       

      “EXECUTIVE”

      


      
        	By /s/
                Susan Jones   	January 24,
                2006 
	
                

                Susan Jones 	
                
Date 
	 	 


      

       

       

      “COMPANY” 

      


      eMagin
        Corporation

       

      
        
          	By /s/
                  Thomas Paulsen   	January 24,
                  2006 
	
                  

                  Thomas Paulsen	
                  
Date 
	Compensation
                  Committee 	 


        

        
 

        
          	By /s/
                  Jack Goldman   	January 24,
                  2006 
	
                  

                  Jack Goldman	
                  
Date 
	Compensation
                  Committee