EX-10.10 EMPLOYMENT AGREEMENT



 




Exhibit 10.10









EMPLOYMENT AGREEMENT



This Employment Agreement effective as of December 12, 2006 (the “Effective Date”) is
between AuthenTec, Inc., a Delaware corporation (the “Company”), and Gary R. Larsen
(“Employee”).





	1.	 	Employment. The Company hereby employs Employee and Employee hereby accepts
employment with the Company to assist in the development and to promote the operation of
the business carried on by the Company subject to the following conditions:






	 	(a)	 	Position. Employee will serve as Chief Financial Officer,
reporting to the
Chief Executive Officer and will perform such duties and will exercise such
responsibilities, commensurate with such position, on behalf of the Company
as from time to time will be reasonably assigned to him. During his service
hereunder, Employee will at all times provide his full working time and best
efforts to the performance of his obligations and duties hereunder; provided,
however, that nothing herein contained will be deemed to prevent or limit the
right of Employee to (i) invest his funds in the capital stock or other securities
of any corporation except a competitor or (ii) serve on the boards of directors
or advisory committees of charitable organizations, trade organizations or
other companies which are not competitors and which are approved by the
Company or (iii) engage in other personal business matters that do not
interfere with the performance of Employee’s duties as described above.






	 	(b)	 	Base Compensation. During the term of his employment
hereunder,
Employee will be paid an annual base salary at the rate of One Hundred and
Ninety Thousand Dollars ($190,000.00) (“Base Compensation”), payable in
equal bi-weekly installments in arrears; provided however, that beginning
with the standard review cycle planned for 2008, the Board will review and, in
its discretion, may increase (but shall not decrease) Employee’s Base
Compensation based on the Company’s performance and Employee’s
contributions.






	 	(c)	 	Bonus Plan; Annual Bonus. In addition, Employee will be
eligible to
participate in AuthenTec’s annual bonus plans which are generally available
to other senior level employees of AuthenTec as may be approved from time
to time. For calendar year 2007, the bonus target will be 20% of eligible
compensation.





 









 






	 	(d)	 	Stock Options. Employee you will be granted an incentive stock option to
purchase a combined total of 738,800 shares of AuthenTec common stock at a
strike price equal to the fair market value of the stock on the date of grant as
determined and approved by the board of directors pursuant to the terms of the
form of Stock Option Certificate attached hereto as Exhibit A. The Employee
shall also be eligible to participate in and receive additional grants
commensurate with his senior level position in any stock option plan,
restricted stock plan or other equity-based or equity related compensation plan,
programs or agreements of the Company made available generally to its
senior executives; provided that the amount, timing, and other terms of any
future grant shall be determined by the Board (or the Compensation
Committee thereof) in its sole discretion.






	 	(e)	 	Other Benefits.






(i) Insurance and Other Benefits. Employee shall be entitled to participate in all of
the benefits afforded full-time AuthenTec employees, subject to the various eligibility
requirements of the specific benefit plans and subject, in some cases, to employee
contributions to such plans. These benefits shall include group health and dental plans, a
401(k) deferred compensation plan, life insurance, short term disability coverage, optional
supplemental life insurance and long term disability coverages.




(ii) Vacation. Employee shall be entitled to an annual vacation of three (3) weeks per
year until the 6th anniversary of his service date, at which time vacation would be
in accordance with standard company policy. Unused vacation shall be accrued pursuant to the
Company’s policy.




(iii) Reimbursement of Expenses. The Company shall reimburse Employee for all
reasonable travel, temporary lodging, entertainment and other expenses incurred or paid by
Employee in connection with or related to the performance of his duties or responsibilities
under this Agreement, provided that Employee submits to the Company substantiation of such
expenses sufficient to satisfy the Company’s expense reimbursement policies and the record
keeping guidelines promulgated from time to time by the Internal Revenue Service.




(iv) Indemnification; Liability Insurance: Company agrees to indemnify Employee and hold
Employee harmless to the fullest extent permitted by applicable law and under the bylaws of
Company against and in respect to any and all actions, suits, proceedings, claims, demands,
judgments, costs, expenses (including reasonable attorneys’ fees), losses, and damages
resulting from the Employee’s good-faith performance of his duties and obligations. Company
shall cover Employee under directors and officers’ liability insurance both during and, while
potential liability exists, after the terms of this Agreement in substantially the same
amount and on substantially the same terms as Company covers its other active officers and
directors.



 









 






	 	(f)	 	Relocation Expenses






a) Upon receipt of valid invoices, the Company will immediately reimburse (or pay on
behalf of) the Employee allowable expenses (estimated to be $75,000), including:




i) The closing costs, attorneys fees, and/or transfer taxes, incident to the
sale of the Employee’s existing residence in Boca Raton, FL; (ii) the packing and
transport expenses for furniture and personal effects from the Employee’s existing
residence to Melbourne, Florida; (iii) expenses associated with temporary housing for
a period not to exceed ninety (90) days; and (iv) closing costs associated with the
purchase of a new home in Melbourne (excluding costs associated with mortgage
origination fees, points associated with mortgage rate buy down, prepaid expenses or
costs generally paid by the seller).




b) Any allowable expenses related to relocation that are taxable to the employee
will be grossed-up.




	2.	 	Term of Employment; Termination.






	 	(a)	 	Term. Nothing in this agreement shall be construed as a contractual
guarantee
of employment. Employment is both considered “at will” and, subject to local
law, may be discontinued by either party, with or without cause, at any time.






	 	(b)	 	Termination; Post-Termination Matters.






	 	(i)	 	Termination.






	 	(A)	 	Voluntary Termination by Employee. Employee
will give the
Company at least thirty (30) days prior written notice as to the date
of any voluntary termination by Employee, specifying therein the
date of termination






	 	(B)	 	Termination by the Company for Cause. The
Company may
terminate Employee’s employment hereunder at any time for
Cause.






	 	(C)	 	Termination by the Company without Cause. The
Company may
terminate Employee’s employment upon at least thirty (30) days
prior written notice Without Cause. Any such termination Without
Cause will be within the sole discretion of the Company. Such
discretion if exercised by the Company will be unlimited and will
not be subject to any test of reasonableness by any court of law or
by Employee.






	 	(D)	 	Constructive Termination of Employee. Employee
may terminate
his employment upon written notice to the Company of any one of 




 









 






	 	 	 	the following events that occurs, if not cured and corrected by the Company or its
successor within 10 business days after written notice thereof by the Employee to the
Company or its successor (“Good Reason”): (i) any change in the Employee’s Chief
Financial Officer title or position that constitutes a material diminution or
material adverse change in authority as compared to the authority of the Employee’s
title or position as of the Effective Date; (ii) any material reduction in the
Employee’s annual Base Compensation as in effect on the Effective Date (other than as
set forth in the proviso to item (v)); (iii) a substantial diminution or material
adverse change in the Employee’s duties and responsibilities (other than a change due
to the Employee’s Total and Permanent Disability or as an accommodation under the
Americans With Disabilities Act); (iv) any requirement that the Employee relocate, by
more than 50 miles, the principal location from which he performs services for the
Company as compared to such location as of the Effective Date; (v) any other material
breach of this Agreement which is not cured within thirty (30) days after receipt of
written notice, provided that a reduction in the Employee’s Base Compensation that is
proportional under a reasonable plan affecting all other employees shall not be
deemed a material breach of this Agreement; (vi) failure of Company to obtain the
agreement from any successor to Company to assume and agree to perform this
Agreement; provided, however, that no diminution of title, position, duties
or responsibilities shall be deemed to occur solely because the Company becomes a
subsidiary of another corporation or entity or because there has been a change in the
reporting hierarchy incident thereto involving the Employee.






	 	(ii)	 	Severance.






	 	(A)	 	If Employee’s employment is terminated pursuant to Sections
2(b)(i)(A) or (B), the Company shall pay Employee only his Base
Compensation through his actual day of termination, and the
Company shall have no further liability or obligation to Employee,
his executors, heirs, assigns or other persons claiming under or
through his estate.
	 
	 	(B)	 	If the Company terminates Employee’s employment Without
Cause pursuant to Section 2(b)(i)(C) or Employee terminates, his
employment pursuant to Section 2(b)(i)(D), the Company shall
provide Employee with the following:






	 	(I)	 	An amount equal to nine (9) months (not including accrued
vacation) of Employee’s Base Compensation, payable in accordance with the
Company’s payroll practices and a






 










 






     continuation of the additional insurance benefits described herein for
such nine month period;




	 	(II)	 	The assignment, at Employee’s option, of insurance policies
insuring Employee, provided that, notwithstanding paragraph
(I) above, Employee shall thereafter be responsible for any
premium payments and transfer of any vested funds or other
benefits under any of the Company’s ERISA or other benefit
plans.
	 
	 	(III)	 	Employee’s rights regarding stock options or any other
equity-based or equity related compensation plans, programs
or agreements of the Company shall be determined in
accordance with the terms of the applicable plans, programs,
or agreements.






	 	(iii)	 	Definitions. As used in this Agreement.






	 	(A)	 	A “voluntary termination” of employment by Employee, means
any termination at the will of Employee, other than by reason of a
Constructive Termination Event.






	 	(B)	 	“Termination for Cause” means Employee’s termination if such
termination results from any one or more of the following events,
circumstances or occurrences: (i) the Employee’s material breach
of any written employment, consulting, advisory, proprietary
information, nondisclosure or other agreement with the Company
and his or her subsequent failure to cure such breach to the
satisfaction of the Company within thirty (30) days following
written notice of such breach to the Employee by the Company; (ii)
the Employee’s conviction of, or entry of a plea of guilty or nolo
contendere to, a felony or any misdemeanor involving moral
turpitude if the Board reasonably determines that such conviction
or plea materially adversely affects the Company; (iii) the
commission of an act of fraud or dishonesty by the Employee if the
Company reasonably determines that such act materially adversely
affects the Company; or (iv) Employee’s intentional damage or
destruction of substantial property of the Company.The
determination of “cause” shall be made in good faith by the
Company and its determination shall be final and conclusive.
	 
	 	(C)	 	A termination “Without Cause” means a termination at the will of
the Company other than Termination for Cause.
	 
	 	(D)	 	“Change of Control” shall mean the earliest to occur of (i) a merger
or consolidation to which the Company is a party and which results
in, or is effected in connection with, a change in ownership of a 




 









 






	 	 	 	majority of the outstanding shares of voting stock of the Company, (ii) any sale
or transfer of all or substantially all of the assets of the Company to an
unaffiliated third party, (iii) the sale by the stockholders of the Company of a
majority of the voting stock of the Company to an unaffiliated third party or
(iv) a liquidation or dissolution of the Company.






	 	(c)	 	Post-Termination Matters.






	 	(i)	 	Return of Materials. Upon any termination of
Employee’s employment,
Employee will promptly return to the Company all personal property of the Company and
all copies and originals of documents and other tangible impressions, in any medium,
containing confidential or proprietary information of the Company.






	 	(ii)	 	Expenses. The Company will pay to Employee all expenses permitted to be
reimbursed hereunder within ten (10) days after appropriate documentation has been
submitted by Employee.






	 	(iii)	 	Noncompete; Nonsolicitation. During the term hereof and the period
specifically indicated in subsections (A), (B), (C) and (D) below, following
termination of Employee’s employment for any reason, Employee will not, directly or
indirectly, on behalf of himself or any behalf of anyone else:






	 	(A)	 	for a period of twelve (12) months, as an individual proprietor,
partner, stockholder, officer, employee, director, joint venturer,
investor, lender, or in any other capacity whatsoever (other than as
the holder of not more than five percent (5%) of the total
outstanding stock of a publicly-held company), engage in any
business activity that directly competes with the kind or type of
products or services of developed or being developed, produced
marketed, distributed, planned, furnished or sold by the Company
while Employee was employed by the Company;
	 
	 	(B)	 	for a period of twelve (12) months, call upon any of the customers
of the Company who are such at the time of Employee’s
termination of employment hereunder, for the purpose of soliciting
or providing any product or service the same as that provided by
the Company or for the purpose of providing customers to any
person or entity conducting a business in direct competition with
the business of the Company, as conducted at the date of
Employee’s termination (a “Competitive Business”);
	 
	 	(C)	 	for a period of twelve (12) months, communicate with any of the
other employees, consultants or representatives of the Company
for the purpose of inducing such employees, consultants or




 









 






	 	 	 	representatives to discontinue their relationship with the Company or to
establish a relationship with Employee or any Competitive Business; and






	 	(D)	 	for a period of twelve (12) months, solicit, divert or
take away or attempt to solicit, divert or take away any of the customers,
clients, licenses, strategic partners or patrons of the Company who are
such at the time of the Employee’s termination of employment with the
Company.






	 	(iv)	 	Reimbursement of Expenses: If the employee’s employment is
terminated pursuant to 2(b)(i)(A) or (B) within the first year of employment, the
employee shall return 100% of the Relocation expenses. Between the periods of one
year and two years, the employee shall return 50% of the Relocation expenses.






	 	(v)	 	Reasonableness of Covenants. Employee covenants and agrees with the
Company that, if Employee violates any of his covenants or agreements under Section
2(c)(iii), the Company will be entitled, subject to any limitations of Florida law, to
an accounting and repayment of all profits, compensation, commissions, remuneration or
benefits that Employee has directly realized or may directly realize as a result of,
growing out of or in connection with any such violation; such remedy will be in
addition to and not in limitation of any injunctive relief or other rights or remedies
that the Company is or may be entitled at law or in equity or under this Agreement. In
the event that, notwithstanding the foregoing, any part of the covenants set forth in
Section 2(c)(iii) is held by a court of competent jurisdiction to exceed the
restrictions which such court deems reasonable and enforceable, such restrictions will
be deemed to become and thereafter be the maximum restrictions that such court deems
reasonable and enforceable.






	3.	 	Proprietary Information and Inventions. Employee will execute and deliver such
customary confidentiality and invention assignment agreements during the term
hereof as the Company requests of its employees. Employee represents and
warrants to the Company that Employee is not bringing with him, and covenants
with the Company that he will not use in the course of his employment with
Company, any proprietary rights or intellectual property rights to which he does not
lawfully possess.






	4.	 	Miscellaneous.






	 	(a)	 	Governing Law. This Agreement will be subject to and governed by the laws
of the State of Florida, without regard to its conflict of laws provisions.






	 	(b)	 	No Waiver; Amendment. Failure to insist upon strict compliance with any
provision hereof will not be deemed a waiver of such provision of any other




 









 






	 	 	 	provision hereof. This Agreement may not be modified except by a written agreement
executed by the parties hereto.






	 	(c)	 	Severability; Context. The provisions of this Agreement will be deemed
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof will not affect the validity or enforceability of the other
provisions hereof. Whenever required by the context, the singular number
will include the plural and the masculine or neuter gender will include all
genders.
	 
	 	(d)	 	Survival and Priority. Provisions herein which by their terms so provide will
survive any termination of this Agreement or of termination of Employee’s
employment by the Company. Each of the parties hereto acknowledge and
agrees that this Agreement supersedes any existing agreements and any
agreements entered into after the date hereof (unless specifically stating
otherwise therein) to which the Company and Employee are parties or subject
to relating to the subject matter contained herein.






	 	(e)	 	Successors.






	 	(i)	 	Company’s Successors. Any successor to the Company (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all
or substantially all of the Company’s business and/or assets shall assume the Company’s
obligations under this Agreement and agree expressly to perform the Company’s
obligations under this Agreement in the same manner and to the same extent as the
Company would be required to perform such obligations in the absence of a succession.
For all purposes under this Agreement, the term “Company” shall include any successor
to the Company’s business and/or assets that assumes this Agreement or that becomes
bound by the terms of this Agreement by operation of law.






	 	(ii)	 	Employee’s Successors. Without the written consent of the Company, the Employee
shall not assign or transfer this Agreement or any right or obligation under this
Agreement to any other person or entity. Notwithstanding the foregoing, the terms of
this Agreement and all rights of the Employee hereunder shall inure to the benefit of,
and be enforceable by, the Employee’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.






	 	(f)	 	Equitable Relief; Arbitration.






	 	(i)	 	In the event of a breach or threatened breach by Employee of the provisions of
this Agreement, the Company will, in addition to any other rights and remedies
available to it, at law or otherwise, be entitled to an injunction to be issued by any
court of competent jurisdiction enjoining




 









 







	 	 	 	and restraining Employee from committing any present violation or future violation of
this Agreement.






	 	(ii)	 	The parties agree that any controversy, claim or dispute arising out of or
relation to this agreement, or the breach thereof, except as discussed herein or
arising out of or relating to the employment of the Employee, or the termination
thereof, including any statutory or common law claims under federal, state or local
law, including all laws prohibiting discrimination in the workplace, shall be
resolved by arbitration in Melbourne, Florida, in accordance with the employment
dispute resolution rules of the American Arbitration Association. The parties agree
that any award rendered by the arbitrator shall be final and binding, and that
judgment upon the award may be entered in any court having jurisdiction thereof. The
parties further acknowledge and agree that, due to the nature of the confidential
information, trade secrets, and intellectual property belonging to the Company to
which Employee has or will be given access, and the likelihood of significant harm
that the Company would suffer in the event that such information was disclosed to
third parties, nothing in this Section 2(iii) shall preclude the Company from going
to court to seek injunctive relief to prevent Employee from violating the obligations
established in Section 2(iii) of this Agreement. Each party shall bear its own costs
in any such arbitration, but the Company shall bear the direct and indirect expenses
of the arbitrator.






	 	(g)	 	No Assignment; Binding Nature. Employee may not assign his rights or obligations
hereunder and any attempted assignment will be null and void. This Agreement will be binding
upon and more to the benefit of the successors and assigns of the Company and upon the heirs,
administrators and executors of Employee.






	 	(h)	 	Notices. Unless otherwise herein provided, notice required or permitted to be given
to a party pursuant to the provisions of this Agreement will be in writing and will be
effective and deemed given under this Agreement on the earliest of: (i) the date of personal
delivery; (ii) the date of delivery by facsimile; or (iii) the next business day after
deposit with a nationally-recognized courier or overnight service, including FedEx or Express
Mail, for United Sates deliveries or three (3) business days after such deposit for
deliveries outside of the United States. All notices not delivered personally or by facsimile
will be sent with postage and other charges prepaid and properly addressed to the party to be
notified at the address set forth on the signature page of this Agreement, or at such other
address as such party may designate by ten (10) days’ advance written notice to the other
party hereto. All notices for delivery outside the United States will be sent by facsimile,
or by nationally recognized courier or overnight service, including Express Mail. Notices to
the Company by Employee will be marked to the Chairman of the Board.




 









 












	 	(i)	 	Counterparts. This Agreement may be executed in counterparts, each of
which will be an original and both of which together will constitute one instrument.




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




	 	 	 	 	 	 	 	 	 
	THE COMPANY:	 	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ F. Scott Moody
	 	 	 	/s/ Gary R. Larsen	 	 
	 

	 	 
	 	 	 	 	 	 
	Name: F. Scott Moody	 	 	 	Name: Gary R. Larsen	 	 
	Title: Chief Executive Officer