Exhibit 10.2


 





AMENDED AND RESTATED 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS Amended and Restated
Executive Employment Agreement (“Agreement”) is made and entered into as of May 12, 2017, by and between Rubicon
Technology, Inc., a Delaware corporation (the “Company”), and Timothy E. Brog, a resident of the State of Connecticut
(the “Executive”). This Agreement amends and restates the Executive Employment Agreement, entered into as of
March 15, 2017 (the “Effective Date”), between the Executive and the Company (the “Original Agreement”).


 


PRELIMINARY STATEMENTS


 


The Company and the Executive
signed the Original Agreement as of March 15, 2017 and desire to amend and restate the Original Agreement pursuant to Section 12
thereof.


 


Pursuant to the terms of
the Original Agreement, the terms of restricted stock units (“RSUs”) granted pursuant to the Original Agreement were
automatically adjusted in connection with the1-for-10 reverse stock split of the Company’s common stock effective May 5,
2017.


 


The Company is in the
business of providing material science solutions of sapphire and other advanced technology materials for the Opto-electrics Semiconductor
Fabrication, Optical and Laser and Telecommunications Marketplaces (“Company's Business”); provided,
however, the term shall be deemed amended to reflect any actual change in the Company's Business after the Effective Date
but prior to the day following the date on which Executive shall cease to be employed by the Company (as reflected in the minutes
of the Board of Directors of the Company prior to the Termination Date (as defined below) or the Resignation Date (as defined
below), as applicable). However the term “Company’s Business” shall not include any legal, investment banking,
money management or home manufacturing business or any business related thereto that does not directly compete with the Company.


 


As a result of Executive’s
role as a member of the Company’s Board of Directors, the Executive is well acquainted with the affairs of the Company and
its personnel, services, products, and business practices and relationships and other Confidential Information (as defined in
Section 5 below). This Agreement is entered into for, among other things, the protection of the Company's business relationships,
goodwill and going business value and the prevention of the unauthorized use or disclosure of any Confidential Information by
the Executive.


 


Capitalized terms used
herein, but not otherwise defined shall have the meanings ascribed to such terms in the Company’s 2016 Stock Incentive Plan,
as amended (the “Plan”).  


 


AGREEMENT


In consideration of the
premises and the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


Section 1.Employment
and Duties.


(a)               
Employment Duties. Throughout the Employment Term (as defined in Section 2 below), the Executive shall
serve as the President and Chief Executive Officer (“CEO”) of the Company, and shall report to the Board of
Directors of the Company (the “Board”). Throughout the Employment Term, the Executive shall: (i) devote his
working hours, on a full-time basis, to his duties and responsibilities to the Company except as provided herein; (ii) faithfully
and loyally serve the Company; (iii) comply in all material respects with all lawful directions and instructions given to him by
the Board; and (iv) use his best efforts to promote and serve the interests of the Company. The Executive shall comply in all material
respects with all applicable laws, rules and regulations relating to the performance of the Executive's duties and responsibilities
hereunder.



    


     

    




(b)              
Exclusive Employment. Throughout the Employment Term, the Executive shall not render his services, directly
or indirectly, to any person or entity other than the Company without the prior consent of the Board, which may be withheld or
granted by the Board in its sole discretion. The Executive shall not engage in any activity which would materially interfere with
the faithful and timely performance of his duties under this Agreement; provided, however, the Executive may, subject
to the prior consent of the Board, which shall not be unreasonably withheld, serve as a director of any other company, so long
as such service does not unreasonably and materially interfere with the timely performance of the Executive's duties under this
Agreement. The Board acknowledges that the Executive currently serves on the Board of Directors of Eco-Bat Technologies Ltd and
consents to such service.


Section 2.Employment
Term. The Executive's employment as the President and CEO of the Company shall commence on March 17, 2017 and shall continue
thereafter unless and until his employment is terminated pursuant to the terms of this Agreement. As used herein, “Employment
Term” shall mean the actual period of time during which the Executive is employed by the Company under the terms and
conditions of this Agreement.


Section 3.Compensation
and Other Benefits. During the Employment Term, the Company shall pay and provide the following compensation and other
benefits to the Executive as full compensation for all services rendered by the Executive to the Company:


(a)       Annual
Salary. The Executive’s annual salary shall be Three Hundred and Six Thousand Dollars ($306,000.00) (the “Annual
Salary”). The Annual Salary shall be paid in accordance with the then-prevailing payroll practices of the Company, less
applicable taxes, payroll deductions and withholdings required by law. The Board shall review the Annual Salary on an annual basis
and make appropriate adjustments thereto from time to time; provided that the Annual Salary shall not be reduced below $306,000
without the Executive’s prior written consent. At the end of calendar year 2017, the Company agrees that the Board shall
review the Annual Salary to make any appropriate adjustments, in its sole discretion, based on anticipated improvements in the
Company’s cost structure and business outlook.


(b)       Bonuses.


(i)       In
2017, the Executive shall be eligible to receive a bonus of One Hundred Fifty Thousand Dollars ($150,000.00) based upon the achievement
of certain objectives and criteria mutually agreed upon by the Board and the Executive (the “Cash Bonus”). The
Board and the Executive shall agree upon the bonus objectives and criteria for the Cash Bonus no later than March 31, 2017. The
Cash Bonus, if achieved by the Executive, will be paid no later than March 31, 2018, and shall be subject to applicable taxes,
payroll deductions, and withholdings required by law. For years after 2017, the Board shall review the Executive’s eligibility
for similar bonuses based upon the achievement of certain objectives and criteria mutually agreed upon by the Board and the Executive.



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(ii)       The
Board, in its sole discretion, may determine to pay Executive a discretionary cash bonus (the “Discretionary Bonus”).
If paid, the Discretionary Bonus shall be subject to applicable taxes, payroll deductions, and withholdings required by law.


(ii)       Pursuant
to the Original Agreement, the Company paid to the Executive a signing cash payment in the amount of Twenty-five Thousand Dollars
($25,000.00) on or about April 1, 2017. This payment shall be subject to applicable taxes, payroll deductions and withholdings
as required by law.


(iii)       All
of the terms set forth in the Non-Employee Director Restricted Stock Agreement, effective as of May 26, 2016 by and between the
Company and the Executive and all other payments scheduled to be paid and agreed upon when the Executive joined the Board shall
continue to be valid, enforceable and are due and payable upon the terms thereof.


(c)       Equity
and Incentive Compensation. (i) Within five (5) business days after the date of the Original Agreement, the Company issued
to Executive a total of 59,098 RSUs for shares of the Company’s common stock, par value $.001 per share (the “Common
Stock”), pursuant to the agreement attached hereto as Exhibit A, which are or were subject to the following vesting
schedule:


 


	Number of RSUs Vested	 	 	Target Price	 
	15,000	 	$	6.50	 
	15,000	 	$	8.00	 
	15,000	 	$	9.50	 
	14,098	 	$	11.00	 



 



In the event of any stock split, combination
or similar event, the number of unvested RSUs, shares of Common Stock referred to above and the applicable target price set forth
in this Agreement for such RSUs (the “Target Price”) shall be adjusted proportionately for all purposes under this
Agreement so that the number of unvested RSUs and shares of Common Stock and Target Price would be of equivalent value.


 


(ii) The Company and the Executive
hereby agree that the following RSUs granted by the Company to the Executive pursuant to Section 3(a) of the Original Agreement
shall be canceled and rescinded and shall be null and void and have no further effect: (A) 902 RSUs with a Target Price of $11.00;
(B) 15,000 RSUs with a Target Price of $12.50 and (C) 15,000 RSUs with a Target Price of $14.00.


 


(iii) If before January 1, 2018 (A)
the Executive’s employment with the Company has not been terminated and (B) a Qualifying Event shall not have occurred, on
January 1, 2018, the Company shall grant to the Executive 30,902 RSUs pursuant to the agreement attached hereto as Exhibit A, which
shall vest in accordance with the schedule set forth below:


 





	Number of RSUs Vested	 	 	Target Price	 
	902	 	$	11.00	 
	15,000	 	$	12.50	 
	15,000	 	$	14.00	 



 





In the event of any stock split, combination
or similar event, the number of unvested RSUs and shares of Common Stock referred to above and the Target Price shall be adjusted
proportionately for all purposes under this Agreement so that the number of unvested RSUs and shares of Common Stock and Target
Price would be of equivalent value.


 



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(iv) Subsequent to their grant, the
RSUs set forth in paragraphs (i) and (iii) above shall vest on the first date before the fourth anniversary of the Effective Date,
if any, that the average closing price of the Common Stock as reported on the Nasdaq Capital Market for any fifteen (15) consecutive
trading days immediately prior to such date (“15-Day Average Price”) is greater than or equal to the corresponding
Target Price set forth in the applicable table above, provided that Executive remains employed by the Company as of the applicable
vesting date; provided, that with respect to any RSUs granted pursuant to paragraph (iii) above, if the 15-Day Average Price is
greater than or equal to the corresponding Target Price set forth in the applicable table above on for any 15 consecutive trading
day period from and after the date of this Agreement prior to the date of grant, such RSUs shall vest on the date of grant. Notwithstanding
the foregoing, if a Qualifying Event (as defined below) is completed prior to the fourth anniversary of the Effective Date, any
remaining RSUs granted under this Agreement shall immediately vest, provided that Executive remains employed by the Company on
the date such Qualifying Event is completed; provided, further, that if a Qualifying Event shall occur before January 1, 2018,
the Executive shall receive a cash payment of $407,422. Notwithstanding anything to the contrary in this Agreement, all RSUs that
have not vested on or before the fourth anniversary of the Effective Date shall be forfeited and shall have no further effect.


 


For the purposes of this section, the
occurrence of any of the following with Board and, if required by law, shareholder approval shall constitute a “Qualifying
Event”: (x) the Company publicly discloses its intent to terminate its registration of the Common Stock under Section
12(g) of the Securities and Exchange Act of 1934 (the “Exchange Act”); (y) the Company shall have commenced a self-tender
offer for not less than 33% of the Company’s shares of Common Stock outstanding immediately preceding such self-tender offer
at an offer price at least equal to the 15-Day Average Price applicable on the date such offer price is determined by the Company’s
Board of Directors; and (z) the Company shall have completed any other extraordinary transaction in which more than 15% of the
Company’s current outstanding shares were issued as part of such transaction.


 


Any dividends paid in cash, securities
or other property by the Company shall for all purposes under this Agreement reduce the Target Price set forth in the applicable
table above by an amount equal to the value of such dividend.


 


(d)       Employee
Benefit Plans. The Executive shall be eligible to participate in all employee benefit plans offered by the Company, but participation
shall be subject to all of the terms and conditions of such plans applicable to all such employees, including all waiting periods,
eligibility requirements, contributions, exclusions and other similar conditions or limitations.


(e)       Vacation.
The Executive shall be entitled to accrue twenty (20) vacation days per calendar year, which vacation days shall accrue proportionately
throughout the year based on completed months of service. Any unused vacation days shall be carried forward from one calendar year
to the next. For purposes of this Agreement, the term “Termination Vacation Pay” shall mean, at the time of a termination
of the Executive’s employment hereunder, the payment due to the Executive at the rate of the Annual Salary in effect at that
time, on a daily basis, multiplied by the number of earned and unused vacation days up until the Termination Date.



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(f)       Other
Expenses. The Company shall reimburse the Executive for all reasonable and ordinary out-of-pocket business expenses incurred
by the Executive in the scope of his employment hereunder. This shall include all reasonable travel and hotel expenses when Executive
is traveling to, and while residing in, Illinois on Company business. The Executive shall submit itemized expense reports in order
to obtain reimbursement of expenses and shall submit with such expense reports such records and logs as may be required by the
relevant taxing authorities for the substantiation of each such business expense as a deduction on the Company’s income tax
returns.


Section 4.Termination
of Employment. The Executive's employment with the Company shall be subject to termination as follows:


		(a)	Termination for Cause. The Company may immediately terminate the Executive for Cause (as
defined below) by giving written notice to the Executive. In the event of a termination for Cause, the Executive shall be entitled
to payment of (i) that portion of any of Executive's Annual Salary that the Executive earned through and including the Termination
Date, at the rate of the Annual Salary in effect at that time, (ii) any Termination Vacation Pay, and (iii) any bonus earned prior
to the Termination Date that remains unpaid, subject to any offset or recoupment rights of the Company and any other rights or
remedies applicable to any breach of this Agreement by the Executive prior to the Termination Date. Additionally, if the Executive
is terminated for Cause prior to January 1, 2018, the Executive will receive a single aggregate payment based on the highest 15-Day
Average Price during any 15 consecutive trading day period from and after the Effective Date of this Agreement through the date
of termination, in accordance with the table set forth below. In the event of any stock split, combination or similar event, the
price below shall be adjusted proportionately.



 


	Highest 15-DayAverage Price	 	Aggregate Payment	 
	Less than $11.00	 	$	0	 
	$11.00 to $12.49	 	$	9,922	 
	$12.50 to $13.99	 	$	197,422	 
	$14.00 or higher	 	$	407,422	 



 


Except as
provided herein or required by applicable law, the Executive shall not be entitled to any other compensation or benefits. Termination
for “Cause” shall mean termination by the Board of the Executive's employment with the Company, after a good
faith determination by the Board at a meeting called and held for that purpose, or in a written consent to resolutions signed by
all members of the Board, and after reasonable notice to the Executive, that the Executive:


(i)       has
willfully engaged in misconduct materially and adversely affecting the Company;


(ii)       engaged
in theft, fraud, embezzlement or similar behavior;


(iii)       has
been indicted or convicted of a felony; or


(iv)       has
willfully continued, after a correction period, to fail to substantially perform the material duties of Executive’s position
with the Company (other than failure resulting from incapacity due to physical or mental illness). The correction period shall
last not less than ten (10) days after the Company provides Executive with written notice of Executive’s failure to substantially
perform Executive’s material duties.


(b)       Termination
Without Cause. The Company may, in its sole discretion, terminate the Executive without Cause, by providing written notice
to the Executive (the “Termination Notice”) at least thirty (30) calendar days prior to the Termination Date.
In the event of a termination without Cause, the Executive shall be entitled to: (i) payment of that portion of any Executive's
Annual Salary that the Executive earned through and including the Termination Date, at the rate of the Annual Salary in effect
at that time; (ii) any Termination Vacation Pay; (iii) any bonus earned prior to the Termination Date that remains unpaid; (iv)
payment of Executive’s Annual Salary, at the rate of the Annual Salary in effect at that time, commencing on the Termination
Date and continuing for the twelve (12) month period thereafter; (v) immediate vesting of any RSUs granted pursuant to Section
3(c) and (vi) if such termination occurs on or before December 31, 2017, a cash payment of $407,422; provided, however,
in each case (i)-(vi) that the Executive executes and delivers to the Company a complete release agreement in form and substance
reasonably acceptable to the Company, but excluding payments set forth in this paragraph 4(b). In addition, the Company shall be
obligated to continue any health and welfare benefits provided to the Executive under Section 3(d) throughout the period
commencing on the Termination Date and continuing for a twelve (12) month period thereafter. Except as provided herein or required
by applicable law, the Executive shall not be entitled to any other compensation or benefits. With respect to Section 4(b)(iv)
above, such payments shall be paid in accordance with the then-prevailing payroll practices of the Company, less applicable taxes,
payroll deductions and withholdings required by law.



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(c)       Resignation.
The Executive may resign from his employment with the Company at any time by providing written notice to the Company thirty (30)
calendar days prior to the Resignation Date. In the event of resignation other than any resignation for Good Reason covered by
paragraph (d) below: (i) the Executive shall be entitled to payment of that portion of the Executive's Annual Salary that the
Executive earned through and including the Resignation Date, at the rate of the Annual Salary in effect at that time, any Termination
Vacation Pay and any bonus earned prior to the Resignation Date that remains unpaid; and (ii) if such resignation occurs prior
to January 1, 2018, the Executive will receive a single aggregate payment based on the highest 15-Day Average Price during any
15 consecutive trading day period from and after the Effective Date through the date of termination, in accordance with the table
set forth below. In the event of any stock split, combination or similar event, the price below shall be adjusted proportionately.


 


	Highest 15-DayAverage Price	 	Aggregate Payment	 
	Less than $11.00	 	$	0	 
	$11.00 to $12.49	 	$	9,922	 
	$12.50 to $13.99	 	$	197,422	 
	$14.00 or higher	 	$	407,422	 



 


Except as
provided herein (including, without limitation, in Section 4(d)) or required by applicable law, the Executive shall not
be entitled to any other compensation or benefits.


 


(d)       Resignation
for Good Reason. Notwithstanding Section 4(c), the Executive may terminate his employment by the Company for Good Reason
(as defined below) by providing written notice thereof to the Company (the “Resignation Notice”) at least thirty
(30) days prior to the Resignation Date, which notice shall set forth in reasonable detail the nature of the facts and circumstances
which constitute “Good Reason” (as defined below) and Company shall have thirty (30) days after receipt of the
Resignation Notice to cure in all material respects the facts and circumstances which constitute Good Reason. In the event of a
termination for Good Reason, the Executive shall be entitled to: (i) payment of that portion of the Executive's Annual Salary that
the Executive earned through and including the Resignation Date, at the rate of the Annual Salary in effect at that time; (ii)
any Termination Vacation Pay; (iii) any bonus earned prior to the Resignation Date that remains unpaid; (iv) payment of Executive’s
Annual Salary, at the rate of the Annual Salary in effect at that time, commencing on the Resignation Date and continuing for the
twelve (12) month period thereafter; (v) immediate vesting of any RSUs granted pursuant to Section 3(c) and (vi) if such
termination occurs on or before December 31, 2017, a cash payment of $407,022; in each case (i)-(vi) provided, however,
that the Executive executes and delivers to the Company a complete release agreement in form and substance reasonably acceptable
to the Company. In addition, the Company shall be obligated to continue any health and welfare benefits provided to the Executive
under Section 3(d) throughout the period commencing on the Termination Date and continuing for a twelve (12) month period
thereafter. Except as provided herein or required by applicable law, the Executive shall not be entitled to any other compensation
or benefits. With respect to Section 4(d)(iv) above, such payments shall be paid in accordance with the then-prevailing
payroll practices of the Company, less applicable taxes, payroll deductions and withholdings required by law.


For purposes
of this Agreement, “Good Reason” means the resignation of the Executive's employment by the Company by the Executive,
because of (A) any reduction in the Executive's Annual Salary then in effect in a manner that is not permitted under Section
3(a) hereof, (B) a substantial diminution in the duties, responsibilities or titles of the Executive (including, without limitation,
duties and responsibilities as a director of the Company), but only if uncured in accordance with the foregoing provisions hereof,
or (C) being required by the Board to work in the Company’s office located in any place other than in the New York metropolitan
area for more than 12 days in any one month in order to maintain employment with the Company pursuant to this Agreement.


(e)       Termination
Subsequent To A Change In Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time
within two (2) years after a Change in Control, terminates the Executive without Cause or the Executive resigns with Good Reason,
the Executive shall be entitled to the payments and benefits set forth in Sections 4(b) or 4(d), as the case may
be, except that, in lieu of the payment pursuant to Section 4(b)(iv) and 4(d)(iv), the Company shall pay to the Executive
a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicable. The lump sum payment shall
be equal to the Executive’s Annual Salary at the time of the Termination Date or Resignation Date, as the case may be, less
all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs shall immediately be
fully vested.



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Notwithstanding
the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control
determine that such single payment, together with other compensation received by the Executive, would constitute “excess
parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations
thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments
in the aggregate constituting “excess parachute payments,” provided that such amount shall not be reduced below the
payment as set forth in Section 4(b)(iv) or 4(d)(iv) as referenced above.


(f)       Death.
If the Executive dies, his employment with the Company and this Agreement shall automatically terminate on the date of his death.
The Executive's estate or personal representative shall be entitled to receive that portion of the Annual Salary that the Executive
earned through and including the date of the Executive's death, at the rate of the Annual Salary in effect at that time, any Termination
Vacation Pay and any bonus earned prior to the date of the Executive's death that remains unpaid. Except as provided herein or
required by applicable law, neither the Executive's estate nor his personal representative shall be entitled to any other compensation
or benefits.


(g)       Disability.
The Executive shall be deemed “Permanently Disabled” when he has suffered any medically determinable physical
or mental illness, injury or infirmity that prevents the Executive from performing his responsibilities under this Agreement and
which disability has lasted or that the Board in good faith has determined can be expected to last for a continuous period of not
less than 120 calendar days. The Board has the discretion to determine whether the Executive is disabled and that determination
shall be binding and conclusive on the Executive (and any guardians or representatives for him). If the Executive becomes Permanently
Disabled, the Company may terminate the Executive's employment with the Company as a result of the Permanent Disability by providing
written notice to the Executive thirty (30) calendar days prior to the Termination Date, or the Executive may resign from his employment
with the Company by providing written notice to the Company thirty (30) calendar days prior to the Resignation Date. If the Executive
resigns from employment with the Company as a result of a Permanent Disability or the Company terminates the Executive's employment
as a result of a Permanent Disability, the Executive shall be entitled to receive that portion of the Annual Salary, at the rate
in effect when he became Permanently Disabled, that he earned through and including the Termination Date or Resignation Date, as
applicable, less any amounts the Executive is entitled to receive under any disability insurance policy maintained by the
Company, any Termination Vacation Pay and any bonus earned prior to the Termination Date or Resignation Date, as applicable, that
remains unpaid. Except as provided herein or required by applicable law, the Executive shall not be entitled to any other compensation
or benefits.


(h)       Savings
Clause. This paragraph 4(h) shall apply for so long as the Executive is a “specified employee” for purposes of
Section 409A of the Code. The determination of whether the Executive is a “specified employee” shall be made in accordance
with the policy of the Company or, if none, under the default rules in Section 1.409A-1(i) of the Treasury Regulations. Any amount
otherwise payable to the Executive on account of the Executive’s separation from service as defined in Section 1.409A-1(h)
of the Treasury Regulations that exceeds the limit provided in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations shall not
be paid before the date which is six (6) months and a day after the date of the Executive’s separation from service (or,
if earlier, the date of the Executive’s death). Upon the expiration of the six-month deferral period referred to in the preceding
sentence or the Executive’s death, all payments deferred pursuant to the preceding sentence shall be paid to the Executive
(or the Executive’s estate in the event of the Executives death) in a lump sum.


Section 5.Confidentiality.
For purposes of this Section 5, the term “Company” shall include, in addition to the Company, its
affiliates, subsidiaries and any of their respective predecessors, successors and assigns.


 


(a)       Confidential
Information. As used in this Agreement, “Confidential Information” means any and all confidential, proprietary
or other information, whether or not originated by the Executive or the Company, which is in any way related to the past or present
Company's Business and is either designated as confidential or not generally known by or available to the public. Confidential
Information includes, but is not limited to (whether or not reduced to writing or designated as confidential) (i) information regarding
the Company's existing and potential customers and vendors; (ii) any contracts (including the existence and contents thereof and
parties thereto) to which the Company is a party or is bound; (iii) information regarding products and services being purchased
or leased by or provided to the Company; (iv) information received by the Company from third parties under an obligation of confidentiality,
restricted disclosure or restricted use; (v) personnel and financial information of the Company; (vi) information with respect
to the Company's products, services, facilities, business methods, systems, trade secrets, technical know-how, and other intellectual
property; and (vii) marketing and developmental plans and techniques, price and cost data, forecasts and forecast assumptions,
and potential strategies of the Company.



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(b)       Non-Disclosure
and Non-Use of Confidential Information. The Executive acknowledges that the Confidential Information of the Company is a valuable,
unique asset of the Company and the Executive's use or disclosure thereof could cause irreparable harm to the Company for which
no remedy at law could be adequate. Accordingly, the Executive agrees that he shall hold all Confidential Information of the Company
in strict confidence and solely for the benefit of the Company, and that, except as necessary in the course of Executive's duties
as an employee of the Company, he shall not, directly or indirectly, disclose or use or authorize any third party to disclose or
use any Confidential Information. The Executive shall follow all the Company policies and procedures to protect all Confidential
Information and take any additional precautions necessary to preserve and protect the use or disclosure of any Confidential Information
at all times.


(c)       Ownership
of Confidential Information. The Executive acknowledges and agrees that all Confidential Information is and shall remain the
exclusive property of the Company, whether or not prepared in whole or in part by the Executive and whether or not disclosed to
or entrusted to the custody of the Executive. Upon the termination or resignation of his employment by the Company, or at any other
time at the request of the Company, the Executive shall promptly deliver to the Company all documents, tapes, disks, or other storage
media and any other materials, and all copies thereof in whatever form, in the possession of the Executive pertaining to the Company's
Business, including, but not limited to, any containing Confidential Information.


(d)       [Intentionally
Left Blank].


 


(e)       Survival.
The Executive's obligations set forth in this Section 5, and the Company's rights and remedies with respect hereto, shall
indefinitely survive the termination of this Agreement and the Executive's employment by the Company, regardless of the reason
therefor.


Section 6.Restrictive Covenants.
For purposes of this Section 6, the term “Company” shall include, in addition to the Company, its
affiliates, subsidiaries and any of their respective predecessors, successors and assigns.


 


(a)       Non-Competition.
The Executive shall not, during the Restricted Period and within the Restricted Area (each as defined in subsection (c) below),
directly or indirectly, perform on behalf of any Competitor (as defined in subsection (c) below) the same or similar services as
those that Executive performed for the Company during the Executive's employment by the Company or otherwise. In addition, the
Executive shall not, during the Restricted Period or within the Restricted Area, directly or indirectly engage in, own, manage,
operate, join, control, lend money or other assistance to, or participate in or be connected with (as an officer, director, member,
manager, partner, shareholder, consultant, employee, agent, or otherwise), any Competitor.


(b)       Non-Solicitation.
During the Restricted Period, the Executive shall not, directly or indirectly, for himself or on behalf of any Person (as defined
in subsection (c) below), (i) solicit or attempt to solicit any Customers (as defined in subsection (c) below), or prospective
Customers, with whom the Executive had contact at any time during the Executive's employment by the Company, or about whom the
Executive learned Confidential Information; (ii) divert or attempt to divert any business of the Company to any other Person; (iii)
solicit or attempt to solicit for employment, endeavor to entice away from the Company, recruit, hire, or otherwise interfere with
the Company's relationship with, any Person who is currently employed by or otherwise engaged to perform services for the Company
(or was employed or otherwise engaged to perform services for the Company, as of any given time, within the immediately preceding
twenty-four (24) month period); (iv) cause or assist, or attempt to cause or assist, any current employee or other service provider
to leave the Company; or (v) otherwise interfere in any manner with the employment or business relationships of the Company
or the business or operations then being conducted by the Company.


(c)       Definitions.
For purposes of this Section 6, the following definitions have the following meanings:


(i)“Competitor”
means any Person that engages in a business that is the same as, or similar to, the Company's Business.


(ii)       “Customer”
means any Person which, as of any given date, used or purchased or contracted to use or purchase any services or products from
the Company within the immediately preceding twenty-four (24) month period.



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(iii)       “Person”
means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust,
or unincorporated organization, or any governmental agency, officer, department, commission, board, bureau, or instrumentality
thereof.


(iv)       “Restricted
Area” means, because the market for Company's Business is global, or has the potential of being global, and is not dependent
upon the physical location or presence of the Company, the Executive, or any individual or entity that may be in violation of this
Agreement, the broadest geographic region enforceable by law (excluding any location where this type of restriction is prohibited
by law) as follows: (A) everywhere in the world that has access to Company's Business because of the availability of the Internet;
(B) everywhere in the world that the Executive has the ability to compete with Company's Business through the Internet; (C) each
state, commonwealth, territory, province and other political subdivision located in North America; (D) each state, commonwealth,
territory and other political subdivision of the United States of America; (E) any state in which the Executive has performed any
services for the Company; (F) any geographical area in which the Company has performed any services or sold any products; (G) any
geographical area in which the Company or any of its subsidiaries have engaged in Company's Business, which has resulted in aggregate
sales revenues of at least $25,000 during any year in the five (5) year period immediately preceding the commencement of the Restricted
Period; (H) any state or other jurisdiction where the Company had an office at any time during the Executive's employment by the
Company; (I) within one hundred (100) miles of any location in which the Company had an office at any time during the Executive's
employment by the Company; and (J) within one hundred (100) miles of any location in which the Executive provided services for
the Company.


(v)       “Restricted
Period” means the period of time during the Executive's employment by the Company plus a period of twelve (12) months
from the Termination Date or Resignation Date, as applicable. In the event of a breach of this Agreement by the Executive, the
Restricted Period will be extended automatically by the period of the breach.


 


(d)       Survival.
The Executive's obligations set forth in this Section 6, and the Company's rights and remedies with respect thereto, will
remain in full force and effect during the Restricted Period and until full resolution of any dispute related to the performance
of the Executive's obligations during the Restricted Period.


(e)       Public
Company Exception. The prohibitions contained in this Section 6 do not prohibit the Executive's ownership of stock which
is publicly traded, provided that (1) the investment is passive, (2) the Executive has no other involvement with the company, (3)
the Executive's interest is less than five (5%) percent of the shares of the company, and (4) the Executive makes full disclosure
to the Company of the stock at the time that the Executive acquires the shares of stock.


 


Section 7. Assignment
of Inventions. Any and all inventions, improvements, discoveries, designs, works of authorship, concepts or ideas, or expressions
thereof, whether or not subject to patents, copyrights, trademarks or service mark protections, and whether or not reduced to practice,
that are conceived or developed by the Executive while employed with the Company and which relate to or result from the actual
or anticipated business, work, research or investigation of the Company (collectively, “Inventions”), shall
be the sole and exclusive property of the Company. The Executive shall do all things reasonably requested by the Company to assign
to and vest in the Company the entire right, title and interest to any such Inventions and to obtain full protection therefor.
Notwithstanding the foregoing, the provisions of this Agreement do not apply to an Invention for which no equipment, supplies,
facility, or Confidential Information of the Company was used and which was developed entirely on the Executive's own time, unless
(a) the Invention relates (i) to Company's Business, or (ii) to the Company's actual or demonstrably anticipated research or development,
or (b) the Invention results from any work performed by the Executive for the Company.


Section 8.Reasonableness;
Remedies; Claims.


(a)       Reasonableness.
The Executive has carefully considered the nature, extent and duration of the restrictions and obligations contained in this Agreement,
including, without limitation, the geographical coverage contained in Section 6 and the time periods contained in Section
5 and Section 6, and acknowledges and agrees that such restrictions are fair and reasonable in all respects to protect
the legitimate interests of the Company and that these restrictions are designed for the reasonable protection of Company's Business.



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(b)       Remedies.
The Executive recognizes that any breach of this Agreement shall cause irreparable injury to the Company, inadequately compensable
in monetary damages. Accordingly, in addition to any other legal or equitable remedies that may be available to the Company, the
Executive agrees that the Company shall be able to seek and obtain injunctive relief in the form of a temporary restraining order,
preliminary injunction, or permanent injunction, in each case without notice or bond, against Executive to enforce this Agreement.
The Company shall not be required to demonstrate actual injury or damage to obtain injunctive relief from the courts. To the extent
that any damages are calculable resulting from the breach of this Agreement, the Company shall also be entitled to recover damages,
including, but not limited to, any lost profits of the Company and/or its affiliates or subsidiaries. For purposes of this Agreement,
lost profits of the Company shall be deemed to include all gross revenues resulting from any activity of the Executive in violation
of this Agreement and all such revenues shall be held in trust for the benefit of the Company. Any recovery of damages by the Company
shall be in addition to and not in lieu of the injunctive relief to which the Company is entitled. In no event will a damage recovery
be considered a penalty in liquidated damages. In addition, in any action at law or in equity arising out of this Agreement, the
prevailing party shall be entitled to recover, in addition to any damages caused by a breach of this Agreement, all costs and expenses,
including, but not limited to, reasonable attorneys' fees, expenses, and court costs incurred by such party in connection with
such action or proceeding. Without limiting the Company's rights under this Section 7(b) or any other remedies of the Company,
if a court of competent jurisdiction determines that the Executive breached any of the provisions of Sections 5 or 6,
the Company will have the right to cease making any payments or providing any benefits otherwise due to the Executive under the
terms and conditions of this Agreement.


(c)       Claims
by the Executive. The Executive acknowledges and agrees that any claim or cause of action by the Executive against the Company
shall not constitute a defense to the enforcement of the restrictions and covenants set forth in this Agreement and shall not be
used to prohibit injunctive relief.


Section 9.Nonassignability,
Binding Agreement.


(a)       By
the Executive. The Executive shall not assign, transfer or delegate this Agreement or any right, duty, obligation, or interest
under this Agreement without the Company's prior written consent; provided, however, that nothing shall preclude the Executive
from designating beneficiaries to receive compensation or benefits, if any, payable under this Agreement upon his death.


(b)       By
the Company. The Company shall not assign, transfer or delegate this Agreement or any right, duty, obligation or intent under
this Agreement without the Executive's prior written consent; provided, however, that the Company may assign this Agreement and
all of its rights and obligations hereunder to any person who or entity that shall acquire all or substantially all of the assets
and properties of the Company in a bona fide sale transaction.


(c)       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties, any successors or assigns of the Company
and the Executive's heirs and the personal representative(s) or executor(s) of the Executive's estate.


Section 10.Definitions.
The following capitalized terms shall have, throughout this Agreement, the following meanings:


(a)        “Resignation
Date” shall mean the date specified in the Resignation Notice, or the actual date the Executive terminates employment
with the Company as the result of a resignation as provided in whichever occurs earlier.


(b)       “Termination
Date” shall mean the actual date the Executive ceases to be employed with the Company as a result of action taken by
the Company, and not as a result of Executive's resignation from employment.


Section 11.Judicial
Modification and Severability. Executive agrees that if a court of competent jurisdiction should determine that any phrase
or provision in this Agreement is invalid or unenforceable as written for any reason, the court shall modify and enforce any such
phrase or provision to the maximum extent reasonably necessary to protect the Company’s legitimate business interests, so
long as the modification does not render the phrase or provision more restrictive with regard to Executive than originally drafted.
Executive further agrees that if such modification of a phrase or provision that is invalid or unenforceable as written is legally
impossible, the Court shall sever any such phrase or provision from this Agreement, and that the enforceability of all other provisions
of this Agreement shall not be affected, but shall otherwise remain in full force and effect.


Section 12.Amendment.
This Agreement may not be modified, amended, or waived in any manner except by a written instrument signed by both parties to this
Agreement.



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Section 13.Waiver.
The waiver by any party of compliance by any other party with any provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement (whether or not similar), or a continuing waiver or a waiver of any subsequent
breach by a party of a provision of this Agreement. Performance by any of the parties of any act not required of it under the terms
and conditions of this Agreement shall not constitute a waiver of the limitations on its obligations under this Agreement, and
no performance shall estop that party from asserting those limitations as to any further or future performance of its obligations.


Section 14.Governing
Law and Forum. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Illinois,
without regard to principles of conflict of laws of such State. Any action to enforce this Agreement shall be brought solely in
the state or federal courts located in the City of Chicago, Illinois.


Section 15.Notices.
All notices required or desired to be given under this Agreement shall be in writing and shall be deemed to have been given if
delivered in person and receipted for by the party to whom the notice is directed; mailed by certified or registered United States
mail postage prepaid, not later than the day upon which the notice is required to be given pursuant to this Agreement; or delivered
by expedited courier, shipping prepaid or mailed to sender, on the next business day, after the date on which it is so sent, and
addressed as follows:


If to the Company, to:Board of Directors


Rubicon Technology, Inc.


900 East Green Street,
Unit A


Bensenville, IL 60106


 


If to the Executive, to:Timothy E.
Brog


351 West Hill Road


Stamford, CT 06902


 


Either party may, by giving
written notice to the other party, change the address to which notice shall then be sent.


 


Section 16.Prior
Agreements. This Agreement amends and restates in its entirety the Original Agreement. This Agreement is a complete and
total integration of the understanding of the parties related to the Executive's employment with the Company and supersedes all
prior or contemporaneous negotiations, commitments, agreements, writings, and discussions with respect to the subject matter of
this Agreement. This Agreement shall not be integrated nor supersede any commitments, agreements, writings, and discussions with
respect to the Executive’s prior service as a member of the Company’s Board of Directors.


Section 17.Headings.
The headings of the sections of this Agreement are inserted solely for convenience of reference and shall not be deemed to affect
the meaning or interpretation of this Agreement.


Section 18.Counterparts.
This Agreement may be executed in two (2) counterparts, each of which shall be deemed to be an original, but both of which
together shall constitute one and the same Agreement.


Section 19.Statutory
and Common Law Duties. The duties the Executive owes to the Company under this Agreement shall be deemed to include federal
and state statutory and common law obligations of the Executive, and do not in any way supersede or limit any of the obligations
or duties the Executive owes to the Company. This Agreement is intended, among other things, to supplement the provisions of the
Illinois Uniform Trade Secrets Act, as enacted and amended from time to time.


Section 20.Executive
Acknowledgments.


(a)       The
Executive Has Read the Document. The Executive acknowledges and agrees that he has carefully read this entire Agreement and
has been given sufficient opportunity to discuss this Agreement with the Company before signing.


(b)       The
Executive Has Had an Opportunity to Consult with Others. The Executive acknowledges and agrees that he has been given an adequate
opportunity to consult with his lawyer, accountant, tax advisor, spouse and other persons he deems appropriate concerning this
Agreement and the terms and conditions hereof.


(c)       Executive
Has a Copy. The Executive acknowledges and agrees that he has been given a copy of this Agreement.


(d)       Signing
is Acceptance. By signing, the Executive agrees to accept all of the terms and conditions of this Agreement and understands
that the Company is relying upon the Executive's stated acceptance of such terms and conditions.


[SIGNATURE PAGE FOLLOWS]


 



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


 


 


	"COMPANY"	 	"EXECUTIVE"
	 	 	 
	RUBICON
    TECHNOLOGY, INC.	 	 
	 	 	 
	By:	/s/
    Don N. Aquilano	 	/s/
    Timothy
E. Brog
	 	Don
        N. Aquilano

        Chairman
of the Board
	 	Timothy
E. Brog

                                                                                      

                                                                                     DATE



 


 


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