Exhibit
10.1


EXECUTIVE
EMPLOYMENT AGREEMENT





This
Executive Employment Agreement (“Agreement”) is made by and between Robert T.
DeVincenzi (the “Employee”) and LaserCard Corporation, a Delaware corporation
(the "Company") (collectively the “Parties”) effective as of the later of the
dates it is signed on behalf of the Employee and the Company as indicated under
Authorized Signatures below (the “Effective Date”).





RECITAL





The
Employee is currently employed by the Company as its President, Chief Executive
Officer and Director.  The Employee and the Company have entered into
various agreements that affect the terms and conditions of the relationship
between the Parties, including without limitation an agreement entitled Employee
Agreement dated May 20, 2008 (the “Intellectual Property Agreement”) attached as
Exhibit D and the Company’s Employee Handbook and the policies concerning such
matters as insider trading and foreign corrupt practices. The Employee and the
Company wish to continue this relationship subject to the terms and conditions
contained in this Agreement.





AGREEMENT





Based
upon the facts and premises contained in the above RECITAL and in consideration
of the mutual promises below, and intending to be legally bound, the Company and
the Employee agree as follows:





1.           Employment.





The
Company shall employ the Employee, and the Employee shall serve the Company as
President, Chief Executive Officer and Director.





2.           Duties and
Responsibilities.





The
Employee's primary duties and responsibilities will be those generally
associated with the position of President and Chief Executive Officer, as well
as Corporate Director.  The Employees shall perform such other duties
as he may be assigned from time to time by the Company’s Chairman of the Board,
Vice Chairman of the Board, or its Board of Directors.





3.           Compensation.





3.1.           Base
Salary.





The
Employee is to receive base salary to be paid to the Employee through the
Company’s normal payroll.  Employee’s current base salary is at the
per annum rate of three hundred thirty thousand dollars
($330,000).  The Company acting through its Compensation Committee
will evaluate the base salary of the Employee on an annual basis and may
increase or decrease the Employee’s then current salary rate, provided that a
reduction may result in the Employee’s ability to resign for Good Reason as
defined in Exhibit A.





3.2.           Bonuses.





At the
discretion of the Company’s board of directors, the Company may institute a
management bonus plan in which Employee will participate along with other
members of the Company’s senior management.  The amount and terms of
the Employee’ or any other incentive compensation plan or program may be changed
prospectively at the sole discretion of the Company at any time.  The
Employee’s annual bonus objective will be targeted at 60% of the annual base
compensation.




1




3.3.           Stock Options and Other
Equity Awards.





The
Employee has been granted multiple stock options and one restricted stock award,
all of which remain in full force and effect according to their terms, and the
Employee may in the future be issued further stock options or shares of
restricted stock or other equity awards. The Company has adopted a policy
guideline attached as Exhibit C describing how the board of directors intends to
exercise its judgment to make arrangements as to stock options should certain
mergers and acquisitions involving the Company occur.  The Company and
Employee agree, notwithstanding such policy guideline, that unless otherwise
agreed to by both the Company and Employee:





a.  In
the event that the Company is acquired (that is, there is a merger or sale of
all or substantially all of its assets such that thereafter Company stockholders
prior to such event own less than half of the outstanding voting stock of the
surviving entity by virtue of their Company shares) then unless the Employee
resigns as an employee of the successor to the Company (whether for any or no
reason) within four (4) months after such acquisition, then all of Employee’s
unvested options or restricted stock shall vest in full on the first to occur of
the date four (4) months after such acquisition and the date of a termination of
the Employee as an employee of the successor to the Company (for any or no
reason).  The exception to this relates to the Market Performance
share options.  These options will vest upon achievement of the
valuation triggers identified in the option grant based upon the purchase price
of the Company of if in the event the surviving entity is LaserCard, then the
greater of the market valuation of the stock price at the time of the merger or
any closing day stock price during the next sixty days.





b.  In
the event that the Company acquires all or substantially all of the stock or
assets of another entity (whether by merger or otherwise) and either an employee
at such other entity takes Employee’s position within twelve months after such
acquisition, or the Company decides to hire a new person to fill Employee’s
position within twelve months after such acquisition, then all of Employee’s
unvested options or restricted stock shall vest in full if the Employee resigns
or is terminated within the following two months for any or no
reason.





Section
3.3a pertains to an “Acquisition of the Company” and Section 3.3b pertains to an
“Acquisition by the Company”.





4.           Benefits and
Expenses.





4.1.
            Benefit and Insurance
      Programs.





The
Employee will be entitled to participate in all Company sponsored benefit and
insurance programs to the extent that such benefits are offered generally to the
Company’s employees in similar positions, with similar seniority.





4.2.
            Expenses.





The
Company shall reimburse the Employee, in accordance with the Company's policy,
for all reasonable expenses incurred by the Employee in connection with the
performance of the Employee's duties, upon presentation of appropriate vouchers
covering such expenses.




2




5.
            Paid Time
      Off.





Employee
will be entitled to paid time off (vacation, sick time, paid holidays, etc.) to
the extent that such benefits are offered generally to the Company's employees
in similar positions, with similar seniority.





6.
            Term and
      Termination.





6.1.
            Term.





The term
of this Agreement (the “Term”) begins on the Effective Date and expires on the
date five (2) years after the Effective Date; provided, however,
that:





i.  if
there has been an Acquisition of or by the Company prior to the expiration of
the Term, then this Agreement shall not expire until five (5) years after such
Acquisition;





ii.  if
the employment of Employee has been terminated during the Term, then the
provisions of Sections 6.3 through 6.5 and Sections 7 and 8 shall continue for
two (2) years after such employment termination; and





iii.  if
neither (i) or (ii) apply, then at the request of either party, the parties will
confer during the thirty (30) days prior to the expiration of the Term to
determine if they wish to extend the Term of this Agreement and if so the terms
and conditions under which they would agree to such an
extension.  Notwithstanding the foregoing, neither party has any
obligation to extend the Term of this Agreement.





6.2.
            At-will
      Employment.





The
Employee’s employment is “at-will.” This means that either the employee or the
Company may terminate the Employee’s employment under this Agreement at any
time, with or without cause and with or without notice.





6.3.
            Termination as a
      Result of Death or Disability; Resignation without Good Reason; or
      Termination for
Cause.


If the
Employee’s employment terminates during the Term of this Agreement as a result
of the death or disability of the Employee1, the Employee resignation without Good Reason
(as defined in Exhibit A) or termination by the Company for Cause (as defined in
Exhibit A) then the Company shall have no further obligations to the
Employee other than the payment of compensation earned though the last day of
employment.





6.4.
            Termination Without
      Cause or Resignation for Good
Reason.


If during
the Term of this Agreement the Employee’s employment is terminated without Cause
or if the Employee resigns for Good Reason, the Company shall pay the Employee
all compensation earned though the last day of employment (Such amounts shall be
paid upon termination) in addition to the severance benefits described
below.




1           Based
on the nature of the Employee’s position, the Parties agree that, if the
Employee is unable, with reasonable accommodation, to perform the essential
functions of his position for 60 consecutive days, continuing his employment
under this Agreement would result in undue hardship to the Company and the
Company may properly terminate his employment.
 3


6.4.1.
            Severance:  For
      a period of twelve (12) months following the termination of employment
      (the “Severance Period”), the Company shall continue to pay the Employee
      on a monthly basis one-twelfth of the Employee’s per annum base salary as
      determined on his last day of employment.  Base salary does not
      include, for example, overtime, bonuses, commissions, shift premiums or
      differentials, compensation associated with employee stock options,
      reimbursements, sales commission awards, employee benefits, expense
      allowances, or any other incidental or additional
      compensation.  Severance pay shall be made less any and all
      applicable deductions and withholdings, required and/or permitted by
      applicable law.





6.4.2.
            COBRA:  In
      addition, if the Employee elects to continue health insurance coverage
      under COBRA, then so long as the Employee either is receiving severance
      payments under Section 6.4.1, or has received twelve (12) payments under
      Section 6.4.1, and is paying COBRA premiums, the Company will pay the
      employee a monthly payment equal to the amount that was paid by the
      Company prior the termination of employment for up to a maximum of 18
      months. The Employee will not be reimbursed for the portion of the premium
      which had been paid by the Employee prior to the termination of employment
      or for any administrative fees or increases in premiums.  The
      Employee is solely responsible for filing any necessary paperwork for
      COBRA coverage and payment of all premiums.  The Company’s duty
      to make these payments will cease if Employee loses eligibility for COBRA
      continuation coverage because Employee becomes eligible for group coverage
      from another employer.  The employee (and/or Employee’s eligible
      dependent(s)), shall have an obligation to inform the Company if the
      Employee or such dependants are no longer eligible for COBRA continuation
      coverage, as is generally the case when the Employee receives group
      coverage from another employer while receiving COBRA continuation
      coverage.  The period of such Company-reimbursed COBRA
      continuation coverage shall be considered part of Employee’s (and
      Employee’s eligible dependents’) COBRA coverage entitlement period, and
      will, for tax purposes, be considered taxable income to
      Employee.





6.4.3.
            Options:  The
      fact that the Employee is receiving severance shall have no effect on the
      Employee’s options.  Thus, the terms of Employee’s option
      agreements, without impact of this Agreement except as provided by Section
      3.3 above, shall govern Employee’s options, including the effect of
      employment termination on the options’ vesting and
    expiration.





6.5.
              Conditions to Payment
      of the Severance.


6.5.1.
            Execution of Release
      as a Condition Precedent: As a condition precedent to receipt of
      the severance benefits described in Sections 6.4.1 and 6.4.2, the Employee
      must execute and deliver to the Company a full general release of all
      claims, known and unknown, in a form acceptable to the Company, including
      a waiver of the benefits of Section 1542 of the California Civil
      Code.  If the Employee does not execute and deliver the Release
      within twenty-one (21) days of the date of termination which Employee does
      not rescind during the following seven (7) days, the Company shall have no
      further obligation to provide the Employee with any severance
      benefits.  The first payments under Sections 6.4.1 and 6.4.2
      shall not be due or payable until such seven-day period has expired
      without rescission of the release.





6.5.2.
            Non-Solicitation:
      If, during the Severance Period, the Employee directly or indirectly
      solicits or attempts to solicit any employee or any full-time independent
      contractor or consultant of the Company to perform services elsewhere then
      all severance benefits described under Sections 6.4.1 and 6.4.2 shall
      immediately cease.




4




6.5.3.
            New
      Position:  The Employee’s severance benefits under
      Section 6.4.1 shall cease if Employee becomes an employee of or otherwise
      renders services to any business and the Board of Directors of the Company
      reasonably determines that the services that Employee is going to perform
      for the other business do or will involve the design, development, or
      manufacture of plastic cards for secure data storage, whether they utilize
      contact or contactless chips, optical or magnetic stripes, holograms, or
      other means for data storage (the “Company’s Business”).  The
      Employee agrees to promptly notify the Company when the Employee becomes
      an employee of or begins to renders services to any
      business.  If a court or arbitrator, as the case may be, should
      for some reason require the Company to continue Employee’s severance
      benefits even if the Company’s Board of Directors determines that
      Employee’s services involve the Company’s Business, then such benefits
      shall continue only to the extent a court or arbitrator finds that the
      Employee has demonstrated by clear and convincing evidence that Employee’s
      services have not already and would not in the future utilize the
      Company’s confidential information.




6.5.4.
              Surviving Terms: If, during the
      Severance period, the Employee violates any of the terms of this Agreement
      or any other Agreement between the Parties, including without limitation
      the Intellectual Property Agreement, then the severance benefits described
      under Section 6.4.1 and 6.4.2 shall immediately
  cease.





6.5.5.
            Continued
      Assistance: During the Severance Period, the Employee agrees
      to respond to resonable requests for information and provide reasonable
      levels of assistance on issue related to Employee's work with the Company
      without further compensation. The Employee's obligation for reasonable
      assistance shall not exceed twenty hours during the first week following
      termination, ten hours per week during the next four weeks and five hours
      per month thereafter. If the Employee refuses to provide such information
      and assistance at reasonable times and after reasonable notice, then the
      severance benefits described under Section 6.4.1 and 6.4.2 shall
      immediately cease.




7.
            Tax
      Provisions





The tax
provisions set forth in Exhibit E are hereby incorporated by reference as though
fully set forth.





8.
            Miscellaneous.





The
Employee and the Company acknowledge and agree that the Company may require an
Employee to whom notice of termination is given to leave the Company premises
immediately, and may bar the Employee from unescorted access to the Company
premises, so as to enable the Company to secure Company and customer records and
preserve Company and customer trade secrets and proprietary
information.





Upon
termination of the Employee’s employment for any reason, the Employee shall be
deemed to have resigned voluntarily from all offices and other employment
positions held with the Company, and from the board of directors, if the
Employee was serving in any such capacities at the time of
termination.




The
Employee will cooperate with the Company in the winding up or transferring to
other employees of any pending work or projects.  The Employee will
also cooperate with the Company in the defense of any action brought by any
third party against the Company that relates to Employee’s employment with the
Company.




5




Payments
and benefits provided under this Agreement may taxable under the laws of the
United States and the State of California and will be subject to all required
withholdings and court ordered wage assignments and/or
garnishments.





This
Agreement shall be binding on the parties hereto and on each of their heirs,
executors, administrators, successors, and assignees.





The
invalidity or unenforceability of any provi­sion(s) of this Agreement under
particular facts and circum­stances will not affect the validity or
enforceability either of other provi­sions of this Agreement or, under other
facts and circumstances, of such provision(s).  In addition, such
provi­sion(s) will be reformed to be less restrictive if under such facts
and circum­stances they would then be valid and enforceable.





Notices
shall be given to the parties at its executive office, in the case of the
Company, and at the address in the Company’s payroll records for the
Employee.  Notices shall be in writing and deemed given when received
in person or one day after being sent by overnight or four days after being sent
by certified mail, return receipt requested.  Any party may change its
address by giving notice to the other party of a new address in accordance with
the foregoing provisions.





Nothing
in this Agreement shall limit the right of the Officers, the Board of Directors
and the shareholders of Company to manage the business affairs of the Company,
including, without limitation, matters relating to personnel policies and
procedures benefits and conditions of work, or give to the Employee any claim
against Company with respect to any decision relating to the conduct of the
business of Company, so long as that decision is not made in breach of any of
the Company’s express or implied covenants or obligations under this
Agreement.





Previous
and contemporaneous agreements between the parties that do not conflict with the
terms of this Agreement will remain valid and binding between the Parties,
including without limitation the Arbitration Agreement attached hereto as
Exhibit B and the Intellectual Property Agreement.  However, this
Agreement contains a complete statement of the agreements between the Parties
with respect to the matters it addresses and it supersedes and replaces any
prior understandings or agreements regarding those matters.  To the
extent that the provisions of any other agreement conflict with or are
inconsistent with the provisions of this Agreement, the terms of this Agreement
shall govern. This Agreement may be modified or amended only in writing, signed
by both Parties.





This
Agreement shall be governed by and construed in accordance with the laws of the
State of California.





The
Employee expressly acknowledges and agrees that Company’s rights under this
Agreement may be transferred to or assigned by Company to a successor
employer.





In the
event of any arbitration or other legal proceeding, the prevailing party shall
recover his or its reasonable attorneys' fees, except expenses, and costs,
excluding arbitration fees.





6





The
Employee hereby authorizes the Company to disclose this Agreement and his
responsibilities hereunder to any person or entity, including, without
limitation, future employers or clients.





AUTHORIZED
SIGNATURES





In order
to bind themselves to this Executive Employment Agreement, the Employee and a
duly authorized representative of the Company have signed their names below on
the dates indicated.





The
      Employee
            The
      CompanyLaserCard
      Corporation/s/  Robert
      T. DeVincenzi
            By/s/  Bernard C.
      BaileyRobert
      T. DeVincenzi
            SignaturePrinted
      Name   Bernard C.
      BaileyDate
      Executed:  June 2, 2008
            Date
      Executed:  June 2, 2008





7





Exhibit
A


Definitions





GOOD REASON shall
mean: (i) a material breach of the Agreement by the Company, (ii) a material
reduction of the Employee’s Base Salary, except that neither a reduction
proportionate to reductions imposed on all other members of the Company’s
executive management as part of a cost reduction effort nor a reduction of the
Employee’s base salary due to a change of duties as a result of disability will
be a Good Reason for termination, or (iii) the Employee is removed from this
position as Chief Executive Officer of the Company, the Employee’s
responsibilities or authority as Chief Executive Officer are materially reduced,
or the Employee’s duties with the Company are materially reduced (provided that
if there is an Acquisition of or by the Company (as defined in Section 3.3) and
the Employee’s position and duties largely continue with respect to the business
of the Company prior to such acquisition, then such acquisition shall not be
deemed to be a material reduction in Employee’s position, responsibilities,
authorities or duties. The Employee shall give notice to the Company that the
Employee intends to resign for one of the Good Reasons listed above, detailing
such Good Reason with specificity.  If the Employee gives notice to
the Company, no later than ninety (90) days after the initial existence of one
or more of the conditions constituting Good Reason listed above arising without
his consent, that the Employee intends to resign for one of the Good Reasons
listed above, detailing such Good Reason with specificity, and if the Company
does not remedy the situation so as to eliminate the Good Reason within thirty
(30) days of receiving such notice, then any resignation by the Employee from
the Company within the one (1) month period beginning with the end of such
notice period shall be deemed a Resignation for Good Reason.





CAUSE is defined to
mean a good faith determination by the Company that the Employee has engaged in
any of the following: 1) theft, misappropriation or embezzlement of Company
property, property of an officer, shareholder, director or employee, or property
of any customer or supplier of the Company; 2) any conduct which constitutes
unfair competition with the Company; 3) any material breach of a contractual or
fiduciary duty to the Company or a material breach of a material Company policy,
which is not cured within five days of the Company giving the Employee notice of
the breach; 4) material dishonesty in the performance of the Employee’s duties
for the Company or fraud against the Company; 5) materially exceed­ing the
scope of the Employee's author­ity as delegated or limited from time to time
by the Company, which is not cured within five days of the Company giving the
Employee notice of the Cause; 6) inducement of any customer, consultant,
employee or supplier of the Company to breach any contract with the Company or
cease its business relationship with the Company (other than actions taken
within the scope of the Employee’s employment if such actions are taken in good
faith and with a reasonable belief that the action is in the best interests of
the Company); 7) refusal to substantially follow the lawful instructions of the
board of directors, which is not cured within five days of the Company giving
the Employee notice of the Cause;  8) failure to devote full-time
effort to serving the Company (other than any absence caused by disability of
approved leave of absence) which is not cured within twenty (20) days of
notice;  9) conviction of a crime punishable as a felony; or 10) death
or disability of the Employee.  The Company’s good faith
determination, based on reasonable evaluation that “Cause” exists for
termination of the employment relationship under this provision shall be
conclusive for the purposes of this section.  Neither the later
discovery of additional or different facts tending to negate the Company’s
determination of “Cause” nor any subsequent finding by any other fact finder
that the employee did not in fact engage in conduct identified in this
definition of “Cause” shall alter the finality of the Company’s determination
for the purposes of this section. The Company’s determination that Cause exists
shall be made by the Chairman or Vice Chairman of the Board with the approval of
the Board of Directors or a committee of the independent members of the Board of
Directors.  Prior to any determination that Cause exists, the Board
shall provide the Employee with an opportunity to present to the Board any
additional or different facts tending to negate the Company’s determination of
Cause, unless waived by Employee.









Exhibit
B


Agreement
Regarding Arbitration





This
Agreement Regarding Arbitration is executed in conjunction with the Parties’
execution of an Executive Employment Agreement effective as of June 2, 2008, and
all terms used herein are as defined in that Agreement.  Except as
prohibited by law, Parties to this Agreement Regarding Arbitration agrees that,
any claim, controversy or legal dispute between them or between the Employee and
any officer, director, shareholder, agent or employee of the Company, each of
whom is hereby designated a third party beneficiary of this agreement regarding
arbitration, (a "Dispute") arising out of the Employee's employment or
termination of such employment or any agreement or contract between the Parties
will be resolved through binding arbitration in Santa Clara County, under the
Arbitration Rules set forth in California Code of Civil Procedure Section 1280
et seq., and pursuant to
California law. This includes any claims the Employee may make relating to
alleged discrimination or harassment during employment based on race, color,
national origin, religion, disability, age, gender or sexual orientation, any
claims relating to compensation (wages, bonuses, benefits, etc.) and any claims
under federal state, or local laws or regulations relating to terms and
conditions of employment. THE PARTIES UNDERSTAND THAT BY AGREEING TO ARBITRATE
DISPUTES THEY ARE WAIVING ANY RIGHT TO A JURY TRIAL.  The arbitrator
shall apply the same substantive law, the same limitation periods and the same
remedies, that would apply if the claims were brought in a court.  The
arbitrator shall prepare a written decision containing the essential findings
and conclusions on which the award is based.  The Company shall pay
the arbitrator’s fees and all arbitration forum costs.  This Agreement
Regarding Arbitration is not intended to modify or limit the remedies available
to either Party, including the right to seek interim relief, such as injunction
or attachment, through judicial process, which will not be deemed a waiver of
the right to demand and obtain arbitration. Any Dispute that is not arbitrated,
including any judicial action to enforce this Agreement Regarding Arbitration
will be litigated exclusively in federal or California courts located in Santa
Clara County, California, and the parties hereby consent and submit to the
jurisdiction and venue of such courts.





Robert
      T. DeVincenzi
            LaserCard
      Corporation/s/ Robert T.
      DeVincenzi
            By/s/ Bernard C.
      BaileyPrinted
      NameBernard C.
      Bailey










Exhibit
C




Policy
Guidelines For Adjustment Of Stock Options In The Event Of An
Acquisition






Background




The
Employee’s stock option agreements provide that in the event of a merger or
other recapitalization, the Board of Directors shall make appropriate
adjustments to the terms of the outstanding options. Those agreements give only
minor guidance as to what adjustments would be considered
“appropriate.”




Policy




(1) In
the event of the acquisition of all or substantially all of the Corporation’s
assets or capital stock, adjustments are deemed “appropriate” if:




(a) the vested portion of options may
be exercised prior to the acquisition on not less than 30 days’ notice;
and




(b) arrangements are made so that
subject to continued employment of the optionee with the successor corporation,
the unvested portion of options will receive one of the following
benefits:




(i) a replacement option that can be
exercised on the same vesting schedule at the same total exercise price to
purchase the stock or other securities of the successor corporation that would
have been received had the unvested option shares been outstanding at the time
of the acquisition; or




(ii) a cash payment made with respect
to each option share at the time of vesting equal to the excess of the per-share
value paid for the acquisition (whether in cash or in securities of the
successor corporation) over the option exercise price.




In the
event the successor corporation had not assumed outstanding Corporation options
but rather was paying deferred compensation whenever Corporation options vested,
then the successor corporation would pay the employee the amount corresponding
to such accelerated vesting.






Effect




This
policy guideline may be changed at any time by the Stock Option Committee or the
Corporation’s Board of Directors. It does not constitute a part of this Plan.
The right of the Corporation or its successors to terminate the employment of an
optionee, with or without cause, shall not be affected by this
guideline.









Exhibit
D







Employee
Agreement









































LASERCARD
CORPORATION





EMPLOYEE
AGREEMENT










LASERCARD CORPORATION is dedicated to a
policy of exerting a significant influence in its chosen fields through
technical innovation and creative administration and marketing.  The
competitive success of this policy depends to a large extent on the Company's
ability to capitalize on the creative talents of its employees, and to maintain
a free flow of pertinent information among its employees.


For this reason, all employees are
requested to sign the attached AGREEMENT under which:


1.
            requirements
      for avoiding conflicting outside activities are
  specified,


2.
            the
      Company is assured of exclusive rights to ideas, works, and inventions
      which relate to Company business,
and


3.
            the
      Company is protected against unauthorized disclosure of proprietary
      information.














AGREEMENT





In part consideration of my employment
now being or to be given by LASERCARD CORPORATION (hereinafter referred to as
the "Company"), a corporation of the State of California, or by any subsidiary
or other affiliate of said Company, and effective as of the date that said
employment first commenced, I agree that:




1.           During
the term of my employment, I will not without the prior written consent of the
Company (a) engage in any other professional employment or consulting, or (b)
directly or indirectly participate in or assist any business which is a current
or potential supplier, customer, or competitor of the Company, except that I may
invest to an extent not exceeding one percent of the total outstanding shares in
each of one or more companies whose shares are listed on a national securities
exchange or quoted daily by The Nasdaq Stock Market.




2.           I
will disclose promptly to the Company any ideas, inventions, works of authorship
(including but not limited to computer programs, software and documentation),
improvements or discoveries, patentable or unpatentable, copyrightable or
uncopyrightable, which during the term of my employment I may conceive, make,
develop or work on, in whole or in part, solely or jointly with others, whether
or not reduced to drawings, written description, documentation, models or other
tangible form, and which relate either to product, service, research or
development fields in which the Company or any of its affiliates is, at the
time, actively engaged, or to my employment activities; and all such ideas,
inventions, works, improvements and discoveries shall forthwith and without
further consideration become and be the exclusive property of said Company, its
successors and assigns.  The Company hereby notifies you that the
foregoing does not apply to any invention which qualifies fully for exemption
under Section 2870 of the California Labor Code.




3.           I
will assist the Company in every proper way, including the signing of any and
all papers, authorization, applications and assignments, and making and keeping
of proper records, and the giving of evidence and testimony (all entirely at the
Company's expense), to obtain and to maintain for the use and benefit of the
Company or its nominees, all patents, copyrights or other protection for any and
all such ideas, inventions, works, improvements and discoveries in all
countries.




4.           I
understand and agree that all data and records coming into my possession or kept
by me in connection with my employment, including notebooks, drawings,
blueprints, computer programs, software and documentation, bulletins, parts
lists, reports, customer lists, and production, cost, purchasing, and marketing
information, and employment data, including policies and salary information, are
the exclusive property of the Company.  I agree to return to the
Company all copies of such data and records upon termination of my employment
unless specific written consent is obtained from the Chief Executive Officer of
the Company to retain any such data or records.









5.           I
will regard and preserve as confidential and will not divulge to unauthorized
persons, or use for any unauthorized purposes, either during or after the term
of my employment, any information, matter, or thing of secret, confidential or
private nature, connected with the business of the Company or any of its
suppliers, customers or affiliates without the written consent of the Chief
Executive Officer of the Company until such time as such information otherwise
becomes public knowledge.  Included within the meaning of the
foregoing are matters of a technical nature, such as know-how, formulae,
computer programs, software and documentation, secret processes or machines,
inventions, and research projects, and matters of a business nature, such as
information about costs, profits, markets, sales, lists of customers and
business data regarding customers, salaries, and other personnel data of the
Company's employees, and any other information of a similar nature to the extent
not available to the public, and plans for further development.




6.           As
a matter of record, the following Schedule A contains a list of all ideas,
inventions, works, improvements and discoveries, patented and unpatented,
copyrighted and not copyrighted, and completed prior to my employment, which I
desire to have specifically excluded from the operation of this
Agreement.




7.           I
agree that I will not disclose to the Company or use for the benefit of the
Company any confidential information derived from sources other than employment
with the Company.  I further agree that if I am in doubt as to the
confidential status of any information, or if any information is alleged to be
proprietary, I will refer to the Chief Executive Officer of the Company the
question of whether such information is available for disclosure and use for the
benefit of the Company.




8.           I
understand that employment at the Company is employment
at-will.  Employment at-will may be terminated with or without cause
and with or without notice at any time by the employee or the
Company.  Nothing in this Agreement or in any document or statement
shall limit the right to terminate employment at-will.  No manager,
supervisor or employee of the Company has any authority to enter into any
agreement for employment for any specified period of time or to make any
agreement for employment other than at-will.  Only the Chief Executive
Officer of the Company has the authority to make any such agreement and then
only in writing.




9.           This
Agreement shall not be terminated or altered by changes in duties, compensation
or other terms of my employment.





Employee:





/s/  Robert
      T. DeVincenzi
            June 2,
      2008(Signature)
            (Date)










SCHEDULE
A





List of
all ideas, inventions, works, improvements and discoveries, patented and
unpatented, copyrighted and not copyrighted, and completed, if any, prior to my
employment:




(Leave
blank if not applicable)




































































(Signature)
            
            (Date)





(rev.
1/2005)






















Exhibit
E





Tax
Provisions





1.  Section
409(A)





To the
fullest extent applicable, amounts and other benefits payable under this
Agreement are intended to be exempt from the definition of “nonqualified
deferred compensation” under Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) in accordance with one or more of the exemptions
available under the final Treasury regulations promulgated under Section
409A.  In this regard, each payment under this Agreement that is made
in a series of scheduled installments (within the meaning of Treasury Regulation
section 1.409A-2(b)(2)(iii)), including without limitation, each salary
continuation payment under Section 6.4 shall be deemed a separate payment for
purposes of Code section 409A.





To the
extent that any amounts or benefits payable under this Agreement are or become
subject to Section 409A due to a failure to qualify for an exemption from the
definition of nonqualified deferred compensation in accordance with the final
Code Section 409A regulations, this Agreement is intended to comply with the
applicable requirements of Code Section 409A with respect to such amounts or
benefits.  This Agreement shall be interpreted and administered to the
extent possible in a manner consistent with the foregoing statement of
intent.





In each
case where this Agreement provides for the payment of an amount that constitutes
nonqualified deferred compensation under Code Section 409A to be made to the
Employee within a designated period (e.g., within 21 days after the date of
termination) and such period begins and ends in different calendar years, the
exact payment date within such range shall be determined by the Company, in its
sole discretion, and the Employee shall have no right to designate the year in
which the payment shall be made.





Notwithstanding
anything in this Agreement or elsewhere to the contrary, if the Company (or its
affiliate) is a public company on the Employee’s date of termination and the
Employee is a “Specified Employee” (within the meaning of Section
409A(a)(2)(B)(i) of the Code, as determined by the Company’s Compensation
Committee) on such date, and the Company reasonably determines that any amount
or other benefit payable under this Agreement on account of the Employee’s
separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the
Code, constitutes nonqualified deferred compensation that will subject the
Employee to “additional tax” under Section 409A(a)(1)(B) of the Code (together
with any interest or penalties imposed with respect to, or in connection with,
such tax, a “409A Tax”) with respect to the payment of such amount or the
provision of such benefit if paid or provided at the time specified in the
Agreement, then the payment or provision thereof shall be postponed to the first
business day of the seventh month following the date of termination or, if
earlier, the date of the Employee’s death (the “Delayed Payment Date”). The
Company and the Employee may agree to take other actions to avoid the imposition
of a 409A Tax at such time and in such manner as permitted under Section
409A.  In the event that this paragraph requires a delay of any
payment, such payment shall be accumulated and paid in a single lump sum on the
Delayed Payment Date.





The
Employee’s date of termination for purposes of determining the date that any
payment or benefit that is treated as nonqualified deferred compensation under
Code Section 409A is to be paid or provided (or in determining whether an
exemption to such treatment applies), and for purposes of determining whether
the Employee is a “Specified Employee” on the date of termination, shall be the
date on which the Employee has incurred a “separation from service” within the
meaning of Treasury Regulation Section 1.409A-1(h), or in subsequent IRS
guidance under Code Section 409A.









2.  Section
280(g)




It is not
the intent of the parties to this Agreement that any payment hereunder will
constitute a “parachute payment” as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”).  However,  in
the event that any benefits or payments pursuant to Sections 3.3 and 6.4 of
this Agreement (i) constitute “parachute payments” within the meaning of Section
280G of the Code and (ii) but for this Section, would be subject tot eh excise
tax imposed by Section 4999 9f the Code, then such benefits or payments shall be
payable either:
 
 in full, or
 
 to the largest aggregate amount that
will result in no portion thereof being subject to federal excise tax or being
nondeductible to the payor for federal income tax purposes under Sections 280G
or 4999 of the Code;
 
 whichever
of the foregoing amounts, taking into account the applicable federal, state and
local income taxes and the excise tax imposed by Section 4999, results in the
receipt by the Employee on an after-tax basis, of the greatest amount ,
notwithstanding that all or some portion of such benefits or payments may be
taxable under Section 4999.  The Company will determine which payments
or benefits are to be reduced, if necessary to conform to this
provision.