Exhibit
10.1


 


INVISION TECHNOLOGIES,
INC.


 


KEY EMPLOYEE AGREEMENT

FOR


 


ANDREW SIEGEL


 


This KEY EMPLOYEE AGREEMENT
(“Agreement”) is entered into as of the 1st day of May, 2002, by and between ANDREW SIEGEL (“Executive”) and INVISION
TECHNOLOGIES, INC. (the “Company”).


 


WHEREAS,
the Company desires to employ Executive to provide personal services to the
Company, and wishes to provide Executive with certain compensation and benefits
in return for his services; and


 


WHEREAS,
Executive wishes to be employed by the Company and provide personal services to
the Company in return for certain compensation and benefits;


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants contained herein, it is hereby agreed by and between the parties
hereto as follows:


 


1.                                      EMPLOYMENT BY THE COMPANY.


 


1.1                               Position. 
Subject to terms set forth herein, the Company agrees to
employ Executive in the position of Vice President of Business Development and
Executive hereby accepts such employment effective as of May 1, 2002 (the
“Employment Date”) which is the effective date of this Agreement.  In the event that a Qualifying Acquisition
(defined below) occurs, Executive shall be promoted to the position of Senior
Vice President of Corporate Development, effective on or promptly after the
execution of a definitive agreement relating to such Qualifying
Acquisition.  For purposes of this Agreement, a “Qualifying Acquisition” is an
acquisition transaction pursuant to which the Company acquires all or
substantially all of the equity, assets or securities, of an unaffiliated
entity for consideration having a value of more than fifty million dollars
($50,000,000), the calculation of such consideration to include, but not be
limited to, cash paid or equity issued by the Company, consideration allocated
to seller’s noncompetition agreements (if any), in the case of an asset
acquisition the amount of any assumed liabilities, and the amount of any
installment or earn-out payments to be received by sellers from the Company
pursuant to the applicable transaction agreement(s), excluding payments related
to employment following the transaction closing or employee stock options
provided after the transaction closing. 
During the term of his employment with the Company, Executive
will devote his best efforts and substantially all of his business time and
attention (except for vacation periods and reasonable periods of illness or
other incapacity permitted by the Company’s general employment policies) to the
business of the Company.


 


1.2                               Duties and Location.  Executive shall serve in an
executive capacity and shall perform such duties as are customarily associated
with his then current title, consistent with the


 


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Bylaws of the Company and
as required by the Company’s Board of Directors (the “Board”) or Chief
Executive Officer (“CEO”).  Executive
will report to the Company’s CEO. 
Executive’s primary office location shall be the Company’s corporate
headquarters, currently located in Newark, California.  The Company reserves the right to reasonably
require Executive to perform his duties at places other than its corporate
headquarters from time to time, to require reasonable business travel, and to
relocate Executive’s primary office location within the greater San Francisco
Bay Area.


 


1.3                               Policies and Procedures.  The employment relationship
between the parties shall be governed by the general employment policies and
practices of the Company, which the Company may change from time to time, and
Executive will be expected to abide by such Company policies and practices.


 


2.                                      COMPENSATION AND BENEFITS.


 


2.1                               Base
Salary.  Executive shall receive,
for services to be rendered hereunder, an annualized base salary of one hundred
eighty thousand dollars ($180,000), less standard payroll deductions and
withholdings and payable in accordance with the Company’s regular payroll
schedule.  In the event that Executive
is promoted to the position of Senior Vice President of Corporate Development
as provided in Section 1.1 (Position) above, Executive’s annual base salary
shall increase to two hundred twenty thousand dollars ($220,000) effective as
of the date of such promotion.  Such
compensation is subject to further change from time to time in the Company’s
discretion.


 


2.2                               Bonus Potential.  Executive shall be eligible to receive an
incentive bonus to be determined on an annual basis, payable during the first
quarter of the subsequent year, less standard payroll deductions and
withholdings.  The Company will
determine whether Executive has earned the bonus based on the Company’s
attainment of specific corporate objectives, as outlined in the executive
compensation plan, and on Executive’s attainment of personal objectives.  Executive’s initial personal objectives are
to be mutually determined between Executive and the CEO within two (2) months
of the Employment Date.  No bonuses are
earned until the Board confirms such bonuses in writing.  If Executive is not employed at the time any
bonus is to be paid due to his voluntary separation from the Company or
involuntary termination for Cause, he will not have earned the bonus and no
partial or pro-rata bonus will be paid. 
Except as otherwise set forth herein, the Company shall have the sole
discretion to change or eliminate the annual bonus program at any time, to
determine whether the corporate and personal objectives have been achieved, and
to determine the amount of the bonus earned by Executive, if any.  For the remainder of calendar year 2002, and
for each calendar year after 2002 that this Agreement is in effect, Executive
shall be eligible to receive a bonus amount of two hundred twenty thousand
dollars ($220,000) at target. Each year’s bonus (including the bonus payable
for 2002) shall be paid to Executive on or before the last business day of the
first quarter of the immediately following calendar year.


 


2.3                               Stock
Option Grants.  Subject to Board approval, the Company will grant
to Executive under the InVision Technologies, Inc. 2000 Non-Officer Equity
Incentive Plan (“the NOEIP”) nonqualified options to purchase eighty thousand
(80,000) shares of the Company’s common stock at an exercise price equal to the
fair market value of the Common Stock, as


 


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determined
by the Board, at the time of the Board’s approval of the grant (the “Initial
Option”).  In addition, subject to Board
approval, in calendar year 2003 the Company will grant to Executive, under the
InVision Technologies, Inc. 2000 Equity Incentive Plan (the “EIP”), options to
purchase an additional thirty thousand (30,000) shares of the Company’s common
stock at an exercise price equal to the fair market value of the Common Stock,
as determined by the Board, at the time of the Board’s approval of the grant
(the “Second Option”).  The Initial
Option and Second Option will be subject to the terms and conditions of the
NOEIP or the EIP, as applicable, and Executive’s grant agreements, and each
will include a four-year vesting schedule under which, during Executive’s continuous
service to the Company (as defined in the applicable plan), twenty-five percent
(25%) of the option shares will vest on the one-year anniversary of the
applicable vesting commencement date and the remaining option shares will vest
in equal monthly installments over the three (3) years subsequent to the
one-year anniversary of the applicable vesting commencement date.  For the purposes of the preceding sentence,
the “applicable vesting commencement date” shall mean, in the case of the
Initial Option, the date Executive commences employment with the Company; and
in the case of the Second Option, the date the Second Option is granted.  Executive acknowledges that there are no
further commitments on behalf of the Company to grant to Executive any additional
option grants.  The Board may consider
granting additional option grants at its sole discretion.  Notwithstanding any other provision in this
Section 2.3, Executive’s Initial Option grant agreement shall provide that, in
the event that Executive’s employment is terminated without Cause (the date of
such termination being referred to as the “Section 2.3 Date”) prior to the
one-year anniversary of the date Executive commences employment with the
Company (such one-year anniversary being referred to as the “Initial Option
First Anniversary Date”), the following provisions shall apply:
(a) Executive’s Initial Option shall be treated as 25% vested as of the
Section 2.3 Date; (b) the portion of the Initial Option that is not
treated as vested pursuant to the preceding clause (a) shall immediately
terminate and be of no further force or effect as of the Section 2.3 Date; and
(c) notwithstanding any provision of the Initial Option to the contrary, such
vested portion of the Initial Option shall be exercisable only during the 90
day period commencing on the Initial Option First Anniversary Date..


 


2.4                               Change In Control Equity Acceleration Plan.  Executive will be eligible to participate in
the Company’s Change In Control Equity Acceleration Plan (“Equity Acceleration
Plan”) (attached hereto as Exhibit A), which provides for accelerated vesting
of equity awards in connection with a Change in Control of the Company (as
defined in the Equity Acceleration Plan), pursuant to the terms and conditions
of the Equity Acceleration Plan, if the Equity Acceleration Plan is in effect
as of the date of any qualifying Change in Control or qualifying termination,
whichever is applicable.  Executive will
be eligible to participate in the Equity Acceleration Plan as a “member of the
senior management group” of the Company.


 


2.5                               Employee Benefits.  Executive shall be entitled to all benefits,
including but not limited to health and disability benefits, for which
Executive is eligible under the terms and conditions of the standard Company
benefits plans which may be in effect from time to time and provided by the
Company to its senior executive employees generally.  Details about these benefits are set forth in summary plan
descriptions and other materials to be provided to Executive after he commences
employment.  Executive shall be
entitled to participate in any deferred compensation, incentive compensation,
retention or golden parachute plan available to


 


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the senior management
group adopted by the Company at any time after the date of this Agreement.


 


3.                                      PROPRIETARY INFORMATION.


 


3.1                               Proprietary
Information Agreement.  As a
condition of his employment, Executive agrees to execute and abide by the
Proprietary Information and Inventions Agreement (the “Proprietary Information
Agreement”) attached hereto as Exhibit B.


 


4.                                      OUTSIDE ACTIVITIES.


 


4.1                               Non-Company Activities.  Except with the prior written
consent of the Board, Executive will not during the term of this Agreement
undertake or engage in any other employment, occupation or business enterprise,
other than ones in which Executive is a passive investor.  Executive may engage in civic and
not-for-profit activities so long as such activities do not materially
interfere with the performance of his duties hereunder.


 


4.2                               No Adverse Interests.  Except as permitted by
Section 4.3, during his employment Executive agrees not to acquire, assume
or participate in, directly or indirectly, any position, investment or interest
known by him to be adverse or antagonistic to the Company, its business or
prospects, financial or otherwise.


 


4.3                               Noncompetition.  During the term of his employment by the Company,
except on behalf of the Company, Executive will not directly or indirectly,
whether as an officer, director, stockholder, partner, proprietor, associate,
representative, consultant, or in any capacity whatsoever, engage in, become
financially interested in, be employed by or have any business connection with
any other person, corporation, firm, partnership or other entity whatsoever
which were known by him to compete directly with the Company, anywhere
throughout the world, in any line of business engaged in (or planned to be
engaged in) by the Company; provided,
however, that anything above to the contrary notwithstanding,
Executive may own, as a passive investor, securities of any competitor
corporation, so long as his direct holdings in any one such corporation shall
not in the aggregate constitute more than one percent (1%) of the voting stock
of such corporation.


 


5.                                      FORMER EMPLOYMENT.


 


5.1                               Prior Employee Agreements and
Information.  Executive
represents and warrants that his employment by the Company will not conflict
with and will not be constrained by any prior employment or consulting
agreement or other relationship with any third party.  Executive represents and warrants that Executive does not possess
confidential information arising out of prior employment, consulting, or other
third party relationships, which would be utilized in connection with
Executive’s employment by the Company, except as expressly authorized by that
third party.


 


5.2                               Use or Disclosure of Third Party Information.  If, in spite of the second
sentence of Section 5.1, Executive should find that confidential or proprietary
information belonging to any third party might be usable in connection with the
Company’s business, he will


 


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not disclose it to the
Company or use it on behalf of the Company except as expressly authorized by
such third party; but during his employment by the Company, Executive will use
in the performance of his duties only information which is generally known and
used by persons with training and experience comparable to his own, common
knowledge in the industry, otherwise legally in the public domain, or which is
obtained or developed by the Company or by Executive in the course of his work
for the Company.


 


6.                                      TERM; TERMINATION OF EMPLOYMENT.


 


6.1                               At-Will
Relationship.  Executive’s
employment relationship is at-will. 
Either Executive or the Company may terminate the employment
relationship at any time, with or without Cause (as defined herein) or advance
notice.


 


6.2                               Termination
Without Cause.


 


(a)                                  Termination Upon Notice.  The Company
and Executive shall have the right to terminate Executive’s employment with the
Company at any time without Cause, upon notice to the other party.


 


(b)                                  Severance Benefits.  In the event
Executive’s employment is terminated without Cause by the Company, Executive
shall receive the following as his sole severance benefits (collectively, the
“Severance Benefits”):  (i) Executive
will continue to receive base salary at the same rate in effect as of the
termination effective date, paid on the Company’s standard payroll dates for
the Severance Period (as defined below), subject to standard payroll deductions
and withholdings; and (ii) if Executive timely elects to continue Executive’s
Company-provided group health insurance coverage pursuant to the federal COBRA
law, through the end of the Severance Period or until such time as Executive
qualifies for health insurance benefits through a new employer, whichever
occurs first, the Company will reimburse Executive for the cost of such COBRA
premiums to continue health insurance coverage at the same level of coverage
for Executive and Executive’s dependents (if applicable) in effect as of the
termination date.  As a condition of and
prior to the receipt of all or any of the Severance Benefits, Executive shall
provide the Company with a general release of known and unknown claims, in a
form acceptable to the Company. 
Executive shall notify the Company in writing immediately upon
qualifying for health insurance benefits through a new employer.


 


(c)                                  Severance Period.  For purposes
of this Agreement, the “Severance Period” is defined as:  (i) in the event that the termination
without Cause occurs within the first six (6) months after the Employment Date,
it shall be the balance of the period between the Employment Date and the
one-year anniversary of the Employment Date; (ii) in the event such a
termination occurs at any time after the first six (6) months after the
Employment Date, then it shall be (a) six (6) months if, as of the employment
termination date, Executive has been employed by the Company in the position of
Vice President or above for up to and including four (4) years; (b) nine (9)
months if, as of the employment termination date, Executive has been employed
by the Company in the position of Vice President or above for over four (4) years
and up to and including eight (8) years; or (c) twelve (12) months if, as
of the employment


 


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termination
date, Executive has been employed by the Company in the position of Vice
President or above for more than eight (8) years.


 


6.3                               Termination
for Cause.


 


(a)                                  No Severance.  In the event
Executive’s employment is terminated at any time for Cause, he will not be
entitled to the Severance Benefits, pay in lieu of notice or any other such
compensation.


 


(b)                                  Cause Definition.  For purposes
of this Agreement, “Cause” for termination shall mean any of the
following:  (i) conviction of, a
guilty plea with respect to, or a plea of nolo contendere to, a charge that
Executive has committed a felony under the laws of the United States or of any
state or a crime involving moral turpitude, including, but not limited to,
fraud, theft, embezzlement or any crime that results in or is intended to
result in personal enrichment at the expense of the Company or any Affiliate
(as defined herein); (ii) material breach by Executive of any agreement entered
into between the Executive and the Company or any Affiliate that impairs the
Company’s or Affiliate’s interests therein; (iii) Executive’s willful
misconduct, significant failure to perform his duties, or gross neglect by
Executive of his duties, provided that
the Company first provides Executive with written notice of such conduct and a
reasonable opportunity to cure such conduct, if such conduct is reasonably
susceptible to cure; (iv) Executive’s engagement in any activity that
constitutes a material conflict of interest with the Company or any Affiliate;
and (v) any material breach by Executive of his Proprietary Information
Agreement.  For purposes of this
Agreement, “Affiliate” means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended.


 


6.4                               Voluntary
or Mutual Termination.


 


(a)                                  Notice of Resignation.  Executive
may voluntarily terminate his employment with the Company upon ninety (90) days
written notice.  Upon receipt of
resignation notice from Executive, the Company, at its election, may require
Executive to resign prior to the expiration of the ninety-day notice period.


 


(b)                                  No Severance.  In the event
Executive voluntarily terminates his employment, he will not be entitled to
Severance Benefits, pay in lieu of notice or any other such compensation.


 


7.                                      NONINTERFERENCE.


 


While employed by the Company, and for two (2) years immediately
following the employment termination date, Executive agrees not to interfere
with the business of the Company by:


 


(a)                                  soliciting,
attempting to solicit, inducing, encouraging, or otherwise causing any employee
of the Company to terminate his or her employment in order to become an
employee, consultant or independent contractor to or for any other person or
entity; or


 


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(b)                                  directly or
indirectly soliciting the business of any customer of the Company which at the
time of termination or one year immediately prior thereto was listed on the
Company’s customer list.


 


8.                                      GENERAL PROVISIONS.


 


8.1                               Notices.  Any notices provided hereunder must be in
writing and shall be deemed effective upon the earlier of personal delivery
(including personal delivery by facsimile transmission), delivery by express
delivery service (e.g. Federal Express), or the third day after mailing by
certified or registered mail, return receipt requested, to the Company at its
primary office location and to Executive at his address as listed on the
Company’s payroll.


 


8.2                               Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, and such invalid, illegal or
unenforceable provision will be reformed, construed and enforced in such
jurisdiction so as to render it valid, legal, and enforceable consistent with
the general intent of the parties insofar as possible.


 


8.3                               Waiver.  If either party should waive any breach of
any provisions of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.


 


8.4                               Complete
Agreement.  This Agreement,
including all exhibits, constitutes the complete, final, and exclusive
embodiment of the entire agreement between Executive and the Company with
regard to the subject matter hereof.  It
is entered into without reliance on any promise or representation other than
those expressly contained herein, and it cannot be modified or amended except
in a written instrument signed by Executive and a duly authorized officer or
director of the Company.


 


8.5                               Counterparts.  This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.  Signatures transmitted via
facsimile shall be deemed the equivalent of originals.


 


8.6                               Headings.  The headings of the sections hereof are
inserted for convenience only and shall not be deemed to constitute a part
hereof nor to affect the meaning thereof.


 


8.7                               Successors
and Assigns.  This Agreement is
intended to bind and inure to the benefit of, and be enforceable by, Executive
and the Company, and their respective successors, assigns, heirs, executors and
administrators; except that Executive may not assign any of his duties
hereunder and he may not assign any of his rights hereunder without the written
consent of the Company, which shall not be withheld unreasonably.


 


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8.8                               Choice
of Law.  All questions concerning
the construction, validity and interpretation of this Agreement will be
governed by the law of the State of California as applied to contracts made and
to be performed entirely within the State of California.


 


8.9                               Right
To Work.  As required by law, this
Agreement is subject to satisfactory proof of Executive’s right to work in the
United States.


 


8.10                        Alternative
Dispute Resolution.  To ensure rapid
and economical resolution of any disputes which may arise under this Agreement,
Executive and the Company agree that any and all disputes or controversies of
any nature whatsoever arising from or regarding Executive’s employment or the
interpretation, performance, enforcement or breach of this Agreement shall be
resolved, to the fullest extent allowed by law, by confidential, final and binding
arbitration conducted before a single arbitrator with Judicial Arbitration and
Mediation Services, Inc. (“JAMS”) in San Francisco, California, under the
then-existing JAMS employment rules.  The parties
acknowledge
that by agreeing to this arbitration procedure, they waive the right to resolve
any such dispute through a trial by jury, judge or administrative proceeding.  The arbitrator shall:  (a) have the authority to compel
adequate discovery for the resolution of the dispute and to award such relief as
would otherwise be permitted by law; and (b) issue a written arbitration
decision including the arbitrator’s essential findings and conclusions and a
statement of the award.  The Company
shall pay all JAMS’ arbitration fees in excess of those which would be required
if the dispute were decided in a court of law. 
Nothing in this Agreement is intended to prevent either Executive or the
Company from obtaining injunctive relief in court to prevent irreparable harm
pending the conclusion of any such arbitration.  Notwithstanding the foregoing, Executive and the Company each
have the right to resolve any issue or dispute involving Company trade secrets,
proprietary information or intellectual property rights by court action instead
of arbitration.  The arbitrator, and not
a court, shall be authorized to determine whether the provisions of this
paragraph apply to a dispute, controversy or claim sought to be resolved in
accordance with these arbitration procedures.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first above written.


 


	
  INVISION TECHNOLOGIES, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Sergio Magistri

  	
   

  	
  Date:

  	
  MAY/31/02

  	
   

  
	
   

  	
  Sergio
  Magistri

  	
   

  	
   

  	
   

  
	
   

  	
  Chief
  Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANDREW SIEGEL

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Andrew Siegel

  	
   

  	
  Date:

  	
  5/31/02

  	
   

  



 


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EXHIBIT A


 


CHANGE IN CONTROL EQUITY
ACCELERATION PLAN


 

















 


INVISION TECHNOLOGIES, INC.


 


CHANGE IN CONTROL EQUITY ACCELERATION
PLAN


 


Section 1.                                          INTRODUCTION.


 


The InVision
Technologies, Inc. Change in Control Equity Acceleration Plan (the “Plan”) was
established effective May 21, 2002.  The
purpose of the Plan is (i) to provide members of the senior management group of
InVision Technologies, Inc. certain accelerated vesting with respect to such
individuals’ stock options in the event of a Change in Control (as hereinafter
defined), and (ii) to provide individuals who are employed at the vice
president level at InVision Technologies, Inc. certain accelerated vesting with
respect to such individuals’ stock options in the event that such individuals
are subject to qualifying employment terminations in connection with a Change
in Control.  This Plan shall supersede
any change in control plan, policy or practice regarding stock option vesting
acceleration previously maintained by InVision Technologies, Inc.


 


Section 2.                                          DEFINITIONS.


 


For purposes of
the Plan, the following terms are defined as follows:


 


(a)                                  “Affiliate” means any parent
corporation or subsidiary corporation of the Company, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f), respectively,
of the Code.


 


(b)                                  “Board”
means the Board of Directors of the Company.


 


(c)                                  “Change
in Control” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:


 


(i)                                    there
is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company and, immediately after the consummation of
such merger, consolidation or similar transaction, the stockholders of the
Company immediately prior thereto do not own, directly or indirectly,
outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving entity in such merger,
consolidation or similar transaction or more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving entity in such
merger, consolidation or similar transaction;


 


(ii)                                there
is consummated a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company and its
subsidiaries, other than a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company and its
subsidiaries to an entity, more than fifty percent (50%) of the combined voting
power of the voting securities of which are owned by stockholders of the
Company in substantially the same proportions as their ownership of the Company
immediately prior to such sale, lease, license or other disposition; or


 


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(iii)                            the
acquisition by any Person (other than any employee benefit plan, or related
trust, sponsored or maintained by the Company or any affiliate of the Company)
as Beneficial Owner (as “Person” and “Beneficial Owner” are defined in the
Securities Exchange Act of 1934, as amended, or the rules and regulations
thereunder), directly or indirectly, of securities of the Company representing
50 percent (50%) or more of the total voting power represented by the Company’s
then outstanding voting securities. For purposes of this definition, the term
“affiliate” shall mean any Person that controls the Company, is controlled by
the Company, or is under common control with the Company within the meaning of
Rule 405 promulgated under the Securities Act of 1933, as amended.


 


(d)                                  “Code” means
the Internal Revenue Code of 1986, as amended.


 


(e)                                  “Company” means InVision Technologies, Inc. or,
following a Change in Control, the surviving entity resulting from such
transaction.


 


(f)                                    “Constructive
Termination” means a voluntary termination of employment by an Eligible
Employee after one of the following is undertaken without the Eligible
Employee’s express written consent:


 


(i)                                    the
assignment to the Eligible Employee of any duties or responsibilities that
results in any material diminution or material adverse change in the Eligible
Employee’s position, status or circumstances of service when compared to the
highest level of authority and responsibility assigned to the Eligible Employee
at any time during the six (6) month period prior to the Change in Control, or
a material diminution in the Eligible Employee’s titles or offices when
compared to the most senior title or office assigned to the Eligible Employee
at any time during the six (6) month period prior to the Change in Control, or
any removal of the Eligible Employee from or any failure to reelect the
Eligible Employee to any of such positions, except in connection with the
termination of the Eligible Employee’s employment on account of death,
disability, retirement, for Cause (as described in subsection (j)(i)-(v)
below), or any voluntary termination by the Eligible Employee other than a
Constructive Termination;


 


(ii)                                a
material reduction by the Company in the Eligible Employee’s annual base
salary, except if all other executive officers incur a substantially
proportionate reduction;


 


(iii)                            any
material failure by the Company to continue in effect any benefit plan or
arrangement, including incentive plans or plans to receive securities of the
Company, in which the Eligible Employee is participating at the time of a
Change in Control (the “Benefit Plans”), or the taking of any action by the
Company that would materially and adversely affect the Eligible Employee’s
participation in or materially reduce the Eligible Employee’s benefits under
any Benefit Plans or deprive the Eligible Employee of any material fringe
benefit enjoyed by the Eligible Employee at the time of a Change in Control,
provided, however, that the Eligible Employee may not incur a Constructive
Termination for the foregoing reason following a Change in Control if the
Company offers a range of benefit plans and programs that, taken as a whole,
are comparable to the Benefit Plans;


 


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(iv)                               a
relocation of the Company’s offices to which the Eligible Employee is assigned
to a location outside of the greater San Francisco Bay Area, except for
required travel by the Eligible Employee on the Company’s or any Affiliate’s
business to an extent substantially consistent with his or her business travel
obligations at the time of a Change in Control;


 


(v)                                   any
material breach by the Company of the terms of the Eligible Employee’s Options
or any provision of any employment or other agreement between the Eligible
Employee and the Company; or


 


(vi)                               any
failure by the Company to obtain the assumption of the Plan by any successor or
assign of the Company.


 


(g)                                 “Covered
Termination” means an Involuntary Termination Without Cause that occurs
within three (3) months before or thirteen (13) months following the effective
date of a Change in Control or a Constructive Termination that occurs within
thirteen (13) months following the effective date of a Change in Control.  In no event shall a termination of
employment on account of death or Disability constitute a Covered Termination.


 


(h)                                 “Disability”
means the permanent and total disability of a person within the meaning of
Section 22(e)(3) of the Code.


 


(i)                                    “Eligible
Employee” means an executive employee of the Company who has been
designated by the Board as an eligible employee and who has not entered into an
individual severance benefit or change in control agreement with the Company
relating to the acceleration of stock option vesting.


 


(j)                                    “Involuntary
Termination Without Cause” means an involuntary termination of an Eligible
Employee’s employment by the Company other than for one of the following
reasons (which shall constitute Cause):


 


(i)                                    the
Eligible Employee’s conviction of or plea of guilty or nolo contendere with
respect to a felony under the laws of the United States or of any state or a
crime involving moral turpitude, including, but not limited to, fraud, theft,
embezzlement or any crime that results in or is intended to result in personal
enrichment at the expense of the Company or any Affiliate;


 


(ii)                                a
material breach by the Eligible Employee of any agreement entered into between
the Eligible Employee and the Company or any Affiliate that impairs the
Company’s or Affiliate’s interest therein;


 


(iii)                            the
Eligible Employee’s willful misconduct, significant failure to perform his
duties, or gross neglect by Eligible Employee of his duties, provided that the Company first provides
Eligible Employee with written notice of such conduct and a reasonable
opportunity to cure such conduct, if such conduct is reasonably susceptible to
cure;


 


3

















 


(iv)                               the
Eligible Employee’s engagement in any activity that constitutes a material
conflict of interest with the Company or any Affiliate; or


 


(v)                                   any
breach by the Eligible Employee of the Proprietary Information and Invention
Agreement between the Eligible Employee and the Company.


 


(k)                                “Options” shall mean an Eligible Employee’s
stock options and restricted stock granted or held pursuant to the Company’s
1991 Stock Option Plan, 2000 Equity Incentive Plan, or other stock option or
equity incentive plan adopted by the Board, or any such options and restricted
stock that are assumed or substituted by the surviving or acquiring corporation
upon a Change in Control.


 


Section 3.                                          ELIGIBILITY
FOR BENEFITS.


 


(a)                                  General
Rules.  Subject to the requirement
set forth in this Section, the Company will provide the benefits described in
Section 4(a) or 4(b) of the Plan, as applicable, to Eligible Employees.  In order to be eligible to receive benefits
under the Plan, an Eligible Employee must execute and provide to the Company a
general waiver and release in substantially the form attached hereto as Exhibit
A, Exhibit B or Exhibit C, as appropriate, and such release must become
effective in accordance with its terms. 
The Company, in its sole discretion, may modify the form of the required
release to comply with applicable state or federal law and shall determine the
form of the required release.


 


(b)                                  Exceptions
to Benefit Entitlement.  In no event
shall an employee, whether or not otherwise an Eligible Employee, receive
benefits under the Plan in any of the following circumstances, as determined by
the Company in its sole discretion:


 


(i)                                    The
employee has executed an individually negotiated employment contract or
agreement with the Company relating to option acceleration benefits in the
event of a change in control that is in effect on his or her termination date.


 


(ii)                                The
employee’s employment with the Company is terminated other than in a Covered
Termination.


 


(iii)                            The
employee voluntarily terminates employment with the Company in order to accept
employment with another entity that is wholly or partly owned (directly or
indirectly) by the Company or an Affiliate.


 


(iv)                               The
employee is offered immediate reemployment by a successor to the Company or by
a purchaser of its assets, as the case may be, following the Change in
Control.  For purposes of the foregoing,
“immediate reemployment” means that the employee’s employment with the
successor to the Company or the purchaser of its assets, as the case may be,
results in uninterrupted employment such that the employee does not suffer a
significant lapse in pay as a result of the change in ownership of the Company
or the sale of its assets.


 


4

















 


Section 4.                                          OPTION
ACCELERATION.


 


(a)                                  Senior
Management Level.  If an Eligible
Employee is notified by the Company in writing that he or she is a member of
the senior management group of the Company for the purposes of this Plan, then,
effective as of the date of the Change in Control, the Options then held by
such Eligible Employee shall become fully vested and exercisable, regardless of
whether or not the Eligible Employee’s employment with the Company terminates
due to a Covered Termination.


 


(b)                                  Vice
President Level.  If an Eligible
Employee is notified by the Company in writing that he or she is a vice
president of the Company for the purposes of this Plan, and such Eligible
Employee’s employment with the Company terminates due to a Covered Termination,
then, effective as of the date of the Covered Termination, the Options then
held by such Eligible Employee shall become fully vested and exercisable.


 


Section 5.                                          LIMITATION
ON BENEFITS.


 


(a)                                  Parachute
Payments.  If the aggregate value of
the accelerated Option vesting under Section 4 and any other payments or
benefits that the Eligible Employee would receive pursuant to a Change in
Control from the Company or otherwise, including, but not limited to, any
payments or benefits under any employment or key employee agreements (collectively,
“Payment”), would constitute a “parachute payment” within the meaning of
Section 280G of the Code that is subject to the excise tax imposed by Section
4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the
Reduced Amount.


 


(i)                                    The
“Reduced Amount” shall be either (x) the largest portion of the Payment that
would result in no portion of the Payment being subject to the Excise Tax or
(y) the largest portion, up to and including the total, of the Payment,
whichever amount, after taking into account all applicable federal, state and
local employment taxes, income taxes, and the Excise Tax (all computed at the
highest applicable marginal rate), results in the Eligible Employee’s receipt,
on an after-tax basis, of the greater amount of the Payment notwithstanding
that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits
constituting “parachute payments” is necessary so that the Payment equals the
Reduced Amount, reduction shall occur in the following order unless the
Eligible Employee elects in writing a different order (provided, however, that
such election shall be subject to Company approval if made on or after the
effective date of the event that triggers the Payment): reduction of cash
payments; cancellation of accelerated vesting of Options; reduction of employee
benefits.  In the event that
acceleration of vesting of Options is to be reduced, such acceleration of
vesting shall be cancelled in the reverse order of the date of grant of such
Options (i.e., earliest granted Option cancelled last) unless the Eligible
Employee elects in writing a different order for cancellation.


 


(ii)                                The
accounting firm engaged by the Company for general audit purposes as of the day
prior to the effective date of the Change in Control shall perform the
foregoing calculations.  If the
accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Change in Control, the
Company shall appoint a nationally recognized accounting firm to make the
determinations


 


5

















 


required hereunder.  The Company shall bear all expenses with
respect to the determinations by such accounting firm required to be made
hereunder.


 


(iii)                            The
accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to the Eligible
Employee and the Company within fifteen (15) calendar days after the date on
which the Eligible Employee’s right to a Payment is triggered (if requested at
that time by the Eligible Employee or the Company) or such other time as
requested by the Eligible Employee or the Company.  If the accounting firm determines that no Excise Tax is payable
with respect to a Payment, either before or after the application of the
Reduced Amount, it shall furnish the Eligible Employee and the Company with an
opinion reasonably acceptable to the Eligible Employee that no Excise Tax will
be imposed with respect to such Payment. 
Any good faith determinations of the accounting firm made hereunder
shall be final, binding and conclusive upon the Eligible Employee and the
Company.


 


Section 6.                                          RIGHT
TO INTERPRET PLAN; AMENDMENT AND TERMINATION.


 


(a)                                  Exclusive
Discretion.  The Company shall have
the exclusive discretion and authority to establish rules, forms, and
procedures for the administration of the Plan and to construe and interpret the
Plan and to decide any and all questions of fact, interpretation, definition,
computation or administration arising in connection with the operation of the
Plan, including, but not limited to, the eligibility to participate in the Plan
and the acceleration of Option vesting pursuant to the Plan.  The rules, interpretations, computations and
other actions of the Company shall be binding and conclusive on all persons.


 


(b)                                  Amendment
or Termination.  The Company
reserves the right to amend or terminate this Plan or the benefits provided
hereunder at any time; provided, however, that no such amendment
or termination shall occur following a Change in Control if such amendment or
termination would adversely affect the rights of any persons who were employed
by the Company prior to the Change in Control. 
Any action amending or terminating the Plan shall be in writing and
executed by an individual duly appointed by the Board of Directors of the
Company.


 


Section 7.                                          NO
IMPLIED EMPLOYMENT CONTRACT.


 


The Plan shall not be deemed
(i) to give any employee or other person any right to be retained in the
employ of the Company or (ii) to interfere with the right of the Company
to discharge any employee or other person at any time, with or without cause,
which right is hereby reserved.


 


Section 8.                                          CHOICE
OF LAW.


 


The law of the
State of California shall govern all questions concerning the construction,
validity and interpretation of the Plan, without regard to such state’s
conflict of laws rules.


 


6

















 


Section 9.                                          EXECUTION.


 


To record the adoption
of the Plan as set forth herein, effective as of  May 21,  2002, InVision Technologies,
Inc. has caused its duly authorized officer to execute the same this 2nd
day of October, 2002.


 


	
   

  	
  INVISION TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sergio Magistri

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  



 


7

















 


EXHIBIT
A


 


RELEASE


(Individual
Termination, California Employee, age 40 and older)


 


I understand and agree completely to
the terms set forth in the InVision Technologies, Inc. Change in Control Equity
Acceleration Plan (the “Plan”).  I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof. 
I am not relying on any promise or representation by the Company that is
not expressly stated therein.  Certain
capitalized terms used in this Release are defined in the Plan.


 


I hereby confirm
my obligations under the Company’s proprietary information and inventions
agreement.


 


Except as
otherwise set forth in this Release, I hereby release, acquit and forever
discharge the Company, its parents and subsidiaries, and their officers,
directors, agents, servants, employees, shareholders, successors, assigns and
affiliates, of and from any and all claims, liabilities, causes of action, and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, arising out of or in any way related to
agreements, events, acts or conduct at any time up to and including the date I
execute this Release, including, but not limited to:  all such claims and demands directly or indirectly arising out of
or in any way connected with my employment with the Company or the termination
of that employment; claims or demands related to salary, bonuses, commissions,
stock, stock options, or any other equity interests in the Company, vacation
pay, fringe benefits, expense reimbursements, severance pay, or any form of
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended
(“ADEA”); the federal Employee Retirement Income Security Act of 1974, as
amended; the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; harassment; retaliation; fraud; defamation;
emotional distress; and breach of the implied covenant of good faith and fair
dealing; provided,
however, that nothing in this paragraph shall be construed in any
way to release the Company from its obligation to indemnify me pursuant to
agreement or applicable law.


 


I acknowledge that
I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA, and that the consideration given under the Plan for the waiver and
release in the preceding paragraph hereof is in addition to anything of value
to which I was already entitled.  I
further acknowledge that I have been advised by this writing, as required by
the ADEA, that:  (A) my
waiver and release do not apply to any rights or claims that may arise after
the date I execute this Release; (B) I should
consult with an attorney prior to executing this Release (although I may choose
voluntarily not do so); (C) I have twenty-one
(21) days to consider this Release (although I may choose voluntarily to
execute this Release earlier); (D) I have seven
(7) days following my execution of this Release to revoke the Release by
providing written notice to an officer of the Company; and
(E) this Release shall not be effective until the date upon which
the revocation period has expired, which shall be the eighth day after I
execute this Release.


 


1

















 


I acknowledge that
I have read and understand Section 1542 of the California Civil Code which
reads as follows: “A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.” 
I hereby expressly waive and relinquish all rights and benefits under
that section and any law of any jurisdiction of similar effect with respect to
my release of any claims hereunder.


 


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Mr. Andrew Siegel

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President of
  Business

  
	
   

  	
   

  
	
   

  	
   

  	
  Development

  
					



 


2

















 


EXHIBIT
B


 


RELEASE

(Individual and Group Termination, California Employee, under age 40)


 


I understand and
agree completely to the terms set forth in the InVision Technologies, Inc.
Change in Control Equity Acceleration Plan (the “Plan”).  I understand that this Release, together
with the Plan, constitutes the complete, final and exclusive embodiment of the
entire agreement between the Company and me with regard to the subject matter
hereof.  I am not relying on any promise
or representation by the Company that is not expressly stated therein.  Certain capitalized terms used in this
Release are defined in the Plan.


 


I hereby confirm
my obligations under the Company’s proprietary information and inventions
agreement.


 


Except as otherwise
set forth in this Release, I hereby release, acquit and forever discharge the
Company, its parents and subsidiaries, and their officers, directors, agents,
servants, employees, shareholders, successors, assigns and affiliates, of and
from any and all claims, liabilities, causes of action, and obligations of
every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, arising out of or in any way related to agreements,
events, acts or conduct at any time up to and including the date I execute this
Release, including, but not limited to: 
all such claims and demands directly or indirectly arising out of or in
any way connected with my employment with the Company or the termination of
that employment; claims or demands related to salary, bonuses, commissions,
stock, stock options, or any other equity interests in the Company, vacation
pay, fringe benefits, expense reimbursements, severance pay, or any form of
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Employee Retirement Income Security Act of 1974, as
amended; the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; harassment; retaliation; fraud; defamation;
emotional distress; and breach of the implied covenant of good faith and fair
dealing; provided,
however, that nothing in this paragraph shall be construed in any
way to release the Company from its obligation to indemnify me pursuant to
agreement or applicable law.


 


1

















 


I acknowledge that
I have read and understand Section 1542 of the California Civil Code which
reads as follows: “A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.” 
I hereby expressly waive and relinquish all rights and benefits under
that section and any law of any jurisdiction of similar effect with respect to
my release of any claims hereunder.


 


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Andrew
  Siegel

  
	
   

  	
   

  
	
   

  	
  Date

  	
   

  
				



 


2

















 


EXHIBIT
C


 


RELEASE


(Group
Termination, California Employee, age 40 and older)


 


I understand and
agree completely to the terms set forth in the InVision Technologies, Inc.
Change in Control Equity Acceleration Plan (the “Plan”).  I understand that this Release, together
with the Plan, constitutes the complete, final and exclusive embodiment of the
entire agreement between the Company and me with regard to the subject matter
hereof.  I am not relying on any promise
or representation by the Company that is not expressly stated therein.  Certain capitalized terms used in this
Release are defined in the Plan.


 


I hereby confirm
my obligations under the Company’s proprietary information and inventions
agreement.


 


Except as
otherwise set forth in this Release, I hereby release, acquit and forever
discharge the Company, its parents and subsidiaries, and their officers,
directors, agents, servants, employees, shareholders, successors, assigns and
affiliates, of and from any and all claims, liabilities, causes of action, and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, arising out of or in any way related to
agreements, events, acts or conduct at any time up to and including the date I
execute this Release, including, but not limited to:  all such claims and demands directly or indirectly arising out of
or in any way connected with my employment with the Company or the termination
of that employment; claims or demands related to salary, bonuses, commissions,
stock, stock options, or any other equity interests in the Company, vacation
pay, fringe benefits, expense reimbursements, severance pay, or any form of
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended
(“ADEA”); the federal Employee Retirement Income Security Act of 1974, as
amended; the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; harassment; retaliation; fraud; defamation;
emotional distress; and breach of the implied covenant of good faith and fair
dealing; provided,
however, that nothing in this paragraph shall be construed in any
way to release the Company from its obligation to indemnify me pursuant to
agreement or applicable law.


 


I acknowledge that
I am knowingly and voluntarily waiving and releasing any rights I may have
under ADEA, and that the consideration given under the Plan for the waiver and
release in the preceding paragraph hereof is in addition to anything of value
to which I was already entitled.  I
further acknowledge that I have been advised by this writing, as required by
the ADEA, that: 
(A) my waiver and release do not apply to any rights or
claims that may arise after the date I execute this Release; (B) I should consult with an attorney prior to
executing this Release (although I may choose voluntarily not to do so); (C) I have forty-five (45) days to consider this
Release (although I may choose voluntarily to execute this Release earlier); (D) I have seven (7) days following my execution of
this Release to revoke the Release by providing written notice to an office of
the Company; (E) this Release shall not


 

















 


be effective until
the date upon which the revocation period has expired, which shall be the
eighth day after I execute this Release; and (F) I have  received with this Release a detailed list
of the job titles and ages of all employees who were terminated in this group
termination and the ages of all employees of the Company in the same job classification
or organizational unit who were not terminated.


 


I acknowledge that
I have read and understand Section 1542 of the California Civil Code which
reads as follows: “A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor.” 
I hereby expressly waive and relinquish all rights and benefits under
that section and any law of any jurisdiction of similar effect with respect to
my release of any claims hereunder.


 


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
  Andrew
  Siegel

  
	
   

  	
   

  
	
   

  	
  Date

  	
   

  
				



 

















 


EXHIBIT B


 


EMPLOYEE PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT


 

















 


INVISION TECHNOLOGIES,
INC.


 


PROPRIETARY INFORMATION


AND INVENTIONS AGREEMENT


 


In consideration of my employment or continued employment by InVision
Technologies, Inc. (the “Company”), and the compensation now and hereafter paid
to me, I hereby agree as follows:


 


1.               Recognition of
the Company’s Rights; Nondisclosure. 
At all times during the term of my employment and thereafter, I will
hold in strictest confidence and will not disclose, use, lecture upon or
publish any of the Company’s Proprietary Information (defined below), except as
such disclosure, use or publication may be required in connection with my work
for the Company, or unless an officer of the Company expressly authorizes such
in writing.  I hereby assign to the
Company any rights I may have or acquire in such Proprietary Information and
recognize that all Proprietary Information shall  be the sole property of the Company and its assigns and the
Company and its assigns shall be the sole owner of all trade secret rights,
patent rights, copyrights, mask work rights and all other rights throughout the
world (collectively, “Proprietary Rights”) in connection therewith.


 


The term “Proprietary Information” shall mean trade secrets,
confidential knowledge, data or any other proprietary information of the
Company.  By way of illustration but not
limitation, “Proprietary Information” includes (a) algorithms, trade
secrets, inventions, mask works, ideas, processes, formulas, source and object
codes, data, programs, other works of authorship, know-how, improvements,
discoveries, developments, designs and techniques (hereinafter collectively
referred to as “Inventions”); and (b) information regarding plans for
research, development, new products, marketing and selling, business plans,
budgets and unpublished financial statements, 
licenses, prices and costs, suppliers and customers; and information
regarding the skills and compensation of other employees of the Company.


 


2.               Third Party
Information.  I understand, in
addition, that the Company has received and in the future will receive from
third parties confidential or proprietary information (“Third Party
Information”) subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  During the term of my
employment and thereafter, I will hold Third Party Information


 


1

















 


in the strictest
confidence and will not disclose (to anyone other than Company personnel who
need to know such information in connection with their work for the Company) or
use, except in connection with my work for the Company, Third Party Information
unless expressly authorized by an officer of the Company in writing.


 


Assignment of
Inventions.


 


3.1                     Assignment.  I hereby assign to the Company all my right,
title and interest in and to any and all Inventions (and all Proprietary Rights
with respect thereto) whether or not patentable or registrable under copyright
or similar statutes, made or conceived or reduced to practice or learned by me,
either alone or jointly with others, during the period of my employment with
the Company.  Inventions assigned to or
as directed by the Company by this paragraph 3 are hereinafter referred to as
“Company Inventions.”  I recognize that
this Agreement does not require assignment of any invention which qualifies
fully for protection under Section 2870 of the California Labor Code
(hereinafter “Section 2870), which provides as follows:


 


(i)                         Any
provision in an employment agreement which provides that an employee shall assign,
or offer to assign, any of his or her rights in an invention to his or her
employer shall not apply to an invention that the employee developed entirely
on his or her own time without using the employer’s equipment, supplies,
facilities, or trade secret information except for those inventions that either:


 


2

















 


(1)                      Relate at
the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or
development of the employer.


 


(2)                      Result
from any work performed by the employee for the employer.


 


(ii)                       To
the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise 
excluded from being required to be assigned under subdivision (i),
the provision is against the public policy of this state and is unenforceable.”


 


3.2.                  Government.  I also assign to or as directed by the
Company all my right, title and interest in and to any and all Inventions, full
title to which is required to be in the United States by a contract between the
Company and the United States or any of its agencies.


 


4.               Enforcement of
Proprietary Rights.  I will assist
the Company in every proper way to obtain and from time to time enforce United
States and foreign Proprietary Rights relating to Company Inventions in any and
all countries.  To that end I will
execute, verify and deliver such documents and perform such other acts
(including appearances as a witness) as the Company may reasonably request for
use in applying for, obtaining, perfecting, evidencing, sustaining and
enforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify and
deliver assignments of such Proprietary Rights to the Company or its
designee.  My obligation to assist the
Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue beyond the termination of my
employment, but the Company shall compensate me at a reasonable rate after my
termination for the time actually spent by me at the Company’s request on such
assistance.


 


In the event the
Company is unable for any reason, after reasonable effort, to secure my
signature on any document needed in connection with the actions specified in
the preceding paragraph, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney in fact,
which appointment is coupled with an interest, to act for and in my behalf to
execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of the preceding paragraph with the same
legal force and effect as if executed by me. 
I hereby waive and quitclaim to the Company any and all claims, of any
nature whatsoever,


 


3

















 


which I now or may
hereafter have for infringement of any Proprietary Rights assigned hereunder to
the Company.


 


5.               Obligation
to Keep the Company Informed. 
During the period of my employment and for six (6) months after
termination of my employment with the Company, I will promptly disclose to the
Company fully and in writing all Inventions authored, conceived or reduced to
practice by me, either alone or jointly with others. In addition, I will
promptly disclose to the Company all patent applications filed by me or on my
behalf within a year after termination of employment.  At the time of each such disclosure, I will advise the Company in
writing of any Inventions that I believe fully qualify for protection under
Section 2870; and I will at that time provide to the Company in writing
all evidence necessary to substantiate that belief.  The Company will keep in confidence and will not disclose to
third parties without my consent any proprietary information disclosed in
writing to the Company pursuant to this Agreement relating to Inventions that
qualify fully for protection under the provisions of Section 2870.  I will preserve the confidentiality of any
Invention that does not fully qualify for protection under Section 2870.


 


I agree to keep
and maintain adequate and current records (in the form of notes, sketches,
drawings and in any other form that may be required by the Company) of all
Proprietary Information developed by me and all Inventions made by me during
the period of my employment at the Company, which records shall be available to
and remain the sole property of the Company at all times.


 


6.               Prior
Inventions.  Inventions, if any,
patented or unpatented, which I made prior to the commencement of my employment
with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, I have
set forth on Exhibit A attached hereto a complete list of all Inventions
that I have, alone or jointly with others, conceived, developed or reduced to
practice or caused to be conceived, developed or reduced to practice prior to
the commencement of my employment with the Company, that I consider to be my
property or the property of third parties and that I wish to have excluded from
the scope of this Agreement.  If
disclosure of any such Invention on Exhibit A would cause me to violate
any prior confidentiality agreement, I understand that I am not to list such
Inventions in Exhibit A but am to inform the Company that for that reason
not all such Inventions have been listed.


 


4

















 


7.               Additional
Activities.  I agree that during the
period of my employment by the Company I will not, without the Company’s express
written consent, engage in any employment or business activity other than the
Company.  I agree further that for the
period of my employment by the Company and for one (1) year after the date of
termination of my employment by the Company I will not (i) induce any employee
of the Company to leave the employ of the Company (ii) solicit the business of
any client or customer of the Company (other than on behalf of the Company).


 


8.               No Improper Use
of Materials.  During my employment
by the Company I will not improperly use or disclose any confidential
information or trade secrets, if any, of any former employer or any other
person to whom I have an obligation of confidentiality, and I will not bring
onto the premises of the Company any unpublished documents or any property
belonging to any former employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that former
employer or person.


 


I will
use in the performance of my duties only information which is generally known
and used by persons with training and experience comparable to my own, which is
common knowledge in the industry or otherwise legally in the public domain, or
which is otherwise provided or developed by the Company.


 


9.               No Conflicting
Obligation.  I represent that my
performance of all the terms of this Agreement and as an employee of the
Company does not and will not breach any agreement to keep in confidence
information acquired by me in confidence or in trust prior to my employment by
the Company.  I have not entered into,
and I agree I will not enter into, any agreement either written or oral in
conflict herewith.


 


10.         Return of Company
Documents.  When I leave the employ
of the Company, I will deliver to the Company any and all drawings, notes,
memoranda, specifications, devices, formulas, and documents, together with all
copies thereof, and any other material containing or disclosing any Company
Inventions, Third Party Information or Proprietary Information of the Company.  I further agree that any property situated
on the Company’s premises and owned by the Company, including disks and other
storage media, filing cabinets or other work areas, is subject to inspection by


 


5

















 


Company personnel at any time with or without
notice.  Prior to leaving, I will
cooperate with the Company in completing and signing the Company’s termination
statement for technical and management personnel.


 


11.         Legal and Equitable
Remedies.  Because my services are personal
and unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to
any other rights and remedies that the Company may have for a breach of this
Agreement.


 


12.         Notices.  Any notices required or permitted hereunder
shall be given to the appropriate party at the address specified below or at
such other address as the party shall specify in writing.  Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or
registered mail, three days after the date of mailing.


 


13.         General Provisions.


 


13.1                           Governing
Law.  This Agreement will be
governed by and construed according to the laws of the State of California.


 


13.2                           Entire
Agreement.  This Agreement and the
attached addendum is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supercedes and merges all prior
discussions between us.  No modification
of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, will be effective unless in writing and signed by the party to be
charged.  Any subsequent change or
changes in my duties, salary or compensation will not affect the validity or
scope of this Agreement.  As used in this
Agreement, the period of my employment includes any time during which I may be
retained by the Company as a consultant.


 


13.3                           Severability.  If one or more of the provisions in this
Agreement are deemed unenforceable by law, then such provision will be deemed
stricken from this Agreement and the remaining provisions will continue in full
force and


 


6

















 


effect.


 


13.4                           Successors
and Assigns.  This Agreement will be
binding upon my heirs, executors, administrators and other legal
representatives and will be for the benefit of the Company, its successors, and
its assigns.


 


13.5                           Survival.  The provisions of this Agreement shall
survive the termination of my employment and the assignment of this Agreement
by the Company to any successor in interest or other assignee.


 


13.6                           Employment.  I agree and understand that nothing in this
Agreement shall confer any right with respect to continuation of employment by
the Company, nor shall it interfere in any way with my right or the Company’s
right to terminate my employment at any time, with or without cause.


 


13.7                           Waiver.  No waiver by the Company of any breach of
this Agreement shall be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right under
this Agreement shall be construed as a waiver of any other right.  The Company shall not be required to give
notice to enforce strict adherence to all terms of this Agreement.


 


I HAVE READ THIS
AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.


 


 


	
  Dated:

  	
   

  	
  5-1-02

  	
   

  



 


 


	
   /s/ Andrew
  D. Siegel

  	
   

  	
   

  
	
  Employee Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVISION TECHNOLGIES, INC.

  	
   

  	
   

  



 


 


	
   /s/ Sergio
  Magistri

  	
   

  	
   

  
	
  Sergio Magistri

  	
   

  	
   

  
	
  President

  	
   

  	
   

  



 


7

















 


EXHIBIT A


 


InVision
Technologies, Inc.

7151 Gateway Blvd.

Newark, CA  94560


 


Gentlemen:


 


1.                    The following
is a complete list of all inventions or improvements relevant to the subject
matter of my employment by InVision Technologies, Inc. (the “Company”) that
have been made or conceived or first reduced to practice by me alone or jointly
with others prior to my engagement by the Company :


 


ý                                  No
inventions or improvements.


 


o                                  See
below:


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


o                                  Due
to confidentiality agreements with prior employer, I cannot disclose certain
inventions that would otherwise be included on the above-described list.


 


o                                  Additional
sheets attached.


 

















 


2.                    I propose to
bring to my employment the following devices, materials and documents of a
former employer (other than Imatron, Inc.) or other person to whom I have an
obligation of confidentiality that are not generally available to the public,
which materials and documents may be used in my employment pursuant to the
express written authorization of my former employer or such other person (a
copy of which is attached hereto):


 


ý                                  No
material.


 


o                                  See
below:


 


o                                  Additional
sheets attached.


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


	
  Date:

  	
   

  	
  5/1/02

  	
   

  



 


Very truly yours,


 


 


	
   /s/ Andrew
  D. Siegel

  	
   

  	
   

  
	
  Employee Name

  



 


2

















 


EXHIBIT C


 


EMPLOYEE STOCK OPTION
GRANTS


 

















 


	
  GRANTDATE

  	
   

  	
  GRANTTYPE

  	
   

  	
  GRANTNO

  	
   

  	
  LAST EXER

  	
   

  	
  EXPDATE

  	
   

  	
  SHARES

  	
   

  	
  PRICE

  	
   

  	
  VESTFROM

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5/21/2002

  	
   

  	
  NQ

  	
   

  	
  2-K-242

  	
   

  	
  5/20/2012

  	
   

  	
  5/21/2012

  	
   

  	
  80000.00

  	
   

  	
  19.29000000

  	
   

  	
  5/21/2002