April 10, 2006
	 

	 
		Mr. James Ebzery
	 

	 
		296 Concord Rd. 
	 

	 
		Billerica, MA 
	 

	 
		Dear Jim:
	 

	 
		Upon completion of the merger between
		Viisage and Identix, I am pleased to offer you the position of President of the
		Viisage Credentialing Division, reporting to the NewCo President and Chief
		Executive Officer. Until the completion of the merger, you will continue to
		serve as the SVP of Operations of Viisage Technology Inc. reporting in this
		position to the CEO of Viisage. 
	 

	 
		The terms of the offer are as
		follows:
	 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  Base Salary:
				  $250,000 per year beginning upon the date of closing of the Identix
				  merger.
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Bonus: Annualized on target of $125,000 for calendar year
				  2006. This bonus is based on 50% individual performance criteria to be mutually
				  established by you and the CEO and 50% on the corporate objectives. This bonus
				  will be evaluated at the end of the year and awarded in the first quarter of
				  the following year. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  Benefits: You will continue to participate in the Company’s
				  standard employee benefit plans, as may be in effect from time to time, for
				  which you qualify. In addition, your annual vacation will be calculated at the
				  rate of four weeks annually.
				

			 

 

	 
			
				
				   
				

			 	
				
				  4.
				

			 	
				
				  Severance
				  Agreement: If (i) your employment is
				  terminated by the Company or (ii) the Company fails to continue you in the
				  position of President or reduces your compensation in bad faith or (iii) the
				  Company changes your job location by more than fifty (50) miles, and you resign
				  as a result of any of the above, the Company will continue to pay your then
				  current base salary and in accordance with regular payroll practices and
				  continue your current benefit coverage and premium contributions for twelve
				  months following the termination date; provided that no severance payments will
				  be made if your employment with the Company is terminated for
				  “cause.” “Cause” shall mean you have (i) been convicted of
				  or entered a plea of no contest relating to any illegal act that materially and
				  adversely reflects upon the business, affairs or reputation of Viisage, or (ii)
				  materially neglected to discharge your responsibilities as an executive
				  employee of Viisage, provided that any termination under this clause (ii) shall
				  occur only after the written notice to you and an opportunity to cure such
				  breach within 30 days of such notice. For purposes of this Section 5, the term
				  “Company” shall include any successor to the Company’s
				  business.
				

			 

 

	 
			
				
				   
				

			 	
				
				  5.
				

			 	
				
				  Proprietary Rights
				  Agreement. As a condition of your
				  employment, the proprietary rights agreement you entered into upon your initial
				  employment containing provisions concerning confidentiality, assignment of
				  inventions, non-competition and non-solicitation will continue in
				  effect.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		296
		Concord Road, Billerica, MA 01821 Tel: 978-932-2200 Fax:
		978-932-2225
	 

	 
		 
	 



	 
	 

	 

	 
		
 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  6.
				

			 	
				
				  At Will
				  Employment. Your employment with the
				  Company will be “at will,” meaning that you will not be obligated to
				  remain employed at the Company for any specific period of time, and may cease
				  your employment for any reason. Likewise, the Company will not be obligated to
				  employ you for any specific period, and may terminate your employment with or
				  without cause.
				

			 

 

	 
			
				
				   
				

			 	
				
				  7.
				

			 	
				
				  Stock Options. Upon completion of the IDNX merger, you will be issued
				  a grant of stock options and/or restricted shares commensurate with your
				  position as deemed appropriate by the NewCo Board of Directors. Your options
				  and restricted shares will accelerate in full upon a change in control of the
				  Company. A “change in control” means and shall be deemed to occur if
				  any of the following occurs: (i) any Person is or becomes the beneficial owner
				  of securities of the Company representing more than 50% of the combined voting
				  power of the Company’s then outstanding voting securities; or (ii)
				  individuals comprising the Incumbent Board, or individuals approved by a
				  majority of the Incumbent Board, cease for any reason to constitute at least a
				  majority of the Board of Directors of the Company; or (iii) approval by the
				  stockholders of the Company of a merger or consolidation of the Company, other
				  than (A) a merger or consolidation which would result in the voting securities
				  of the Company outstanding immediately prior thereto continuing to represent
				  more than 50% of the combined voting securities of the Company or such
				  surviving entity outstanding immediately after such merger or consolidation or
				  (B) a merger or consolidation effected to implement a recapitalization of the
				  Company in which no Person acquires more than 50% of the Company’s then
				  outstanding voting securities; or (iv) approval by the stockholders of the
				  Company of (A) a complete or substantial liquidation or dissolution of the
				  Company, or (B) the sale or other disposition of all or substantially all of
				  the assets of the Company. An underwritten public offering of common stock of
				  the Company, including the completion of any sale of common stock pursuant to
				  an underwriter’s over-allotment option, and any offering to employees
				  pursuant to a registration statement on Form S-8 or other similar offering
				  shall not be counted toward a change in control for these purposes. For
				  purposes of the foregoing: “Incumbent Board” shall mean those
				  individuals who comprised the Board of Directors of the Company on the date
				  thirty days following the merger hereof; and “Person” shall have the
				  meaning used in Sections 13(d)(3) or 14(d)(2) of the Exchange Act.
				

			 

 

	 
			
				
				   
				

			 	
				
				  8.
				

			 	
				
				  Retention Bonus. In addition to your base salary and benefits, you are
				  also eligible for a retention bonus equal to $100,000 payable to you on the
				  second anniversary of the closing of the Identix merger, assuming you continue
				  your employment with NewCo through that period. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  9.
				

			 	
				
				  Miscellaneous. This agreement, along with the proprietary rights
				  agreement described above and any stock option agreements issued to you under
				  the Plan, sets forth the terms of your employment with the Company and upon the
				  completion of the merger between Viisage and Identix will supersede any prior
				  representations or agreements, whether written or oral. This agreement may not
				  be modified or amended except by a written agreement signed by you and an
				  authorized officer of the Company. In addition to any other remedies available
				  to it, the Company will have the right to seek injunctive or other equitable
				  relief to prevent any violation of this agreement. This agreement will be
				  governed by the laws of the Commonwealth of Massachusetts, without regard to
				  choice of law provisions. The failure of either party to exercise any right or
				  the waiver by
				

			 

 

	 
		 
	 

	 
		296
		Concord Road, Billerica, MA 01821 Tel: 978-932-2200 Fax:
		978-932-2225
	 

	 
		 
	 



	 
	 

	 

	 
		
 
	 

	 
		 
	 

	 
		 
	 

	 
		either party of any breach will not prevent
		a subsequent exercise of such right or be deemed a waiver of any later breach
		of the same or any other term of this agreement. If any provision of this
		agreement is held to be invalid, illegal, or unenforceable, such provision will
		only be modified to the extent required to be enforceable under applicable law.
		
	 

	 
		If this offer is acceptable, please indicate
		your acceptance and agreement by countersigning below. Jim, this opportunity is
		a direct reflection of your loyalty, professionalism and contributions to
		Viisage. It also provides you a great leadership opportunity for the continued
		growth of NewCo going forward. Thanks for all of your support and leadership to
		date. 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours
				

			 
	
				
				  
 AGREED AND ACCEPTED:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Bernard Bailey
				

			 
	
				
				  /s/ James Ebzery
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  President and Chief Executive
				  Officer
				

			 
	
				
				  James Ebzery
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		296
		Concord Road, Billerica, MA 01821 Tel: 978-932-2200 Fax:
		978-932-2225