**Exhibit 10.10**

**AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT**

This Amended and Restated Executive EmploymentAgreement (the “***Agreement***”) is made as of March 12, 2008 (the “***Effective Date***”), and amends and restates in its entirety the Executive Employment Agreement dated December 18, 2003 (the“Original Date”) and subsequently amended between Staktek Corporation (and later assigned to Staktek Holdings, Inc., which subsequently changed its name to Entorian Technologies Inc.) (the “***Company***”), and StephanieLucie (“***Executive***”). 

**RECITALS**

WHEREAS, the Company desires to retain the services of Executive as Senior Vice President, General Counsel and Corporate Secretary; 

WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions of Executive’s employment by the Company and to address certain matters related to Executive’s employment withthe Company; 

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuableconsideration, the Parties hereto agree as follows: 

1. Employment. Effective on the Effective Date and subject to the terms andconditions of this Agreement, the Company agrees to employ Executive as its Senior Vice President, General Counsel and Corporate Secretary, and Executive agrees to perform the duties associated with that position diligently and to the reasonablesatisfaction of the Company’s Board of Directors. From the Effective Date until termination of this Agreement, Executive will devote Executive’s full business time, attention and energies to the business of the Company. Executive willreport to the President and Chief Executive Officer of the Company, and will comply with the directives, policies, and guidelines established by the Company’s Board of Directors from time to time. 

2. Term and Termination. 

(a) Term. Executive will be employed under this Agreement for an initial term of two (2) years (the “***Initial Term***”), beginning on the Effective Date. This Agreement shall renew for successive one(1) year periods after the completion of the Initial Term unless either party gives written notice of termination at least forty-five (45) days prior to the expiration of the Initial Term, or any renewal term. As set forth inSection 3(d), upon termination by the Company without Cause, Executive shall be entitled to Severance Benefits. 

(b)Termination. Notwithstanding the foregoing, either party may terminate this Agreement at any time, with or without Cause (defined below), by giving written notice of termination to the other party. Upon termination, neither party will haveany continuing obligation to the other party, except that the provisions of Sections 3(c), 3(d), 5, 6, 7 and 8 and, to the extent not theretofore paid or provided in respect of services rendered prior to thedate of termination, the provisions of Section 4, will survive any termination of this Agreement and will remain in effect in accordance with their terms. 

(c) Cause. For purposes of this Agreement, a termination of employment is for“***Cause***” if the termination occurs because of Executive’s: (i) unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes, or could reasonably beexpected to cause, material harm to the Company; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving moral turpitude; (iii) willful misfeasance or gross misconduct in theperformance of Executive’s duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s duties; (v) chronic absence from work for reasons other than illness; or (vi) failure toperform Executive’s assigned duties, after receiving written and reasonable notice from the Company and an opportunity of at least thirty (30) days to correct any such failure and/or dispute the original notice. Although the foregoing isan exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, or any acquirer or successor of the Company, may terminate Executive’s at-will employment forreasons that do not constitute “Cause.” A termination without “Cause” includes not only involuntary terminations by the Company, but also voluntary terminations by Executive resulting from either: (a) a material reduction inemployment duties, compensation or benefits; or (b) a change in location of employment outside of a fifty (50)-mile radius of the Company’s current principal office, without Executive’s consent; provided, however, that a terminationin connection with the events described above shall only constitute a termination of Executive’s employment by the Company without Cause only if (A) the Executive provides written notice to the Company of the event within ninety(90) days of the occurrence of such event, (B) the Company fails to cure the condition caused by such event within thirty (30) days after receipt from Executive of written notice of the event, and (C) the Executive provideswritten notice of his intent to terminate employment within thirty (30) days following the Company’s failure to cure. 

3.Compensation. 

(a) During the term of Executive’s employment, the Company will pay Executive a base salary atthe rate of $20,000.00 per month ($240,000 annualized) (the “***Base Salary***”), payable in accordance with the standard payroll practices of the Company in effect from time to time. All of Executive’s compensation under thisAgreement will be subject to deduction and withholding authorized by Executive or required by applicable law. Salary adjustments will be determined by the Board of Directors, in its sole and absolute discretion, on at least an annual basis; however,under no circumstances may Executive’s salary be reduced below the Base Salary without her consent. 

(b) Executive iseligible to participate in the Company’s 401(k) Profit Sharing Plan (as may be amended by the Company from time to time) on substantially the same terms as other Vice Presidents of the Company. 

(c) Executive is eligible to participate in the Company’s Bonus Incentive Plan on substantially the same terms as other executives ofthe Company. Executive’s maximum potential payout under the Bonus Incentive Plan is 70% of Executive’s annual base salary. 

 

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(d) Executive has been granted an option (the “***Option***”) topurchase up to one hundred forty thousand (140,000) shares of the Company’s common stock (the “***Option Shares***”), at an exercise price equal to $2.73 with standard four-year vesting. Except as otherwise provided inthis Agreement, vesting of Option Shares shall cease upon the termination of Executive’s employment with the Company. In the event of a “***Change in Control***” (as defined in the 2003 Option Plan) and termination withoutCause of Executive’s employment following the Change in Control, the Option Shares will vest in full. 

(e) In the eventof a termination without Cause, the Company agrees: (A) to continue to pay Executive her then-current Base Salary for an additional twelve (12) months following the termination date, with the payments to be made in accordance with theCompany’s standard payroll practices, and on the Company’s normal paydays; and (B) to accelerate vesting of the Option Shares that would have vested over the twelve (12) months following the termination date; and (C) toextend the exercise period of the Option Shares to six (6) months following the termination of employment; provided, however, that such extension period does not otherwise permit the exercise of the Option following the earlier of the latestdate upon which the Option would have expired by its original terms under any circumstances or the tenth anniversary of the original date of grant of the Option. The payments, the accelerated vesting of Option Shares and the extension to exerciseset forth in this section shall be referred to collectively as the “***Severance Benefits.***” Executive’s right to the Severance Benefits is expressly conditioned on Executive’s execution of a customary general releaseof claims in favor of the Company, its affiliates and their respective directors, officers, employees, shareholders and partners, and her compliance with the surviving provisions of this Agreement and the Company’s Employee Innovations andProprietary Rights Assignment Agreement. 

(f) Notwithstanding Section 3(e) above, should the Executive be deemed a“Specified Employee” under Treasury Regulation §1.409A-1(i), and to the extent that the total payment described in Section 3(e)(A) above exceeds two times the maximum amount of compensation that can be taken into account forqualified plan purposes pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “***Code***”)for the year in which the termination of Executive’s employment occurs, such excess amount of thepayment will not begin sooner than the date that is six (6) months following the date of termination. In the event of a delay in payment as provided herein, the Company, at its discretion, may (x) on the first day of the seventh monthfollowing such termination, pay Executive in a lump sum all amounts that would have been paid if such six (6)-month delay had not occurred or (y) delay all payments under Section 3(e)(A) above for a period of six (6) months.

4. Executive Benefits. During the term of this Agreement, the Company will provide to Executive such fringe benefits andperquisites that the Company provides to other executives of the Company, including twenty seven (27) days of paid time off and participation in all Company health, dental and other employee benefit plans. In addition, the Company willreimburse Executive for reasonable out-of-pocket business expenses incurred and documented in accordance with the policies of the Company in effect from time to time. 

 

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5. Restrictive Covenants. 

(a) Consideration For Promise To Refrain From Competing. Executive agrees that her services to the Company are special and unique;that the Company’s disclosure of confidential and proprietary information, trade secrets, and specialized training and knowledge to Executive and Executive’s level of compensation and benefits are in consideration of and conditioned uponExecutive’s covenant not to compete with Company following her termination as provided for in this Section 5. Executive further acknowledges and agrees that the benefits received by Executive pursuant to this Agreement constituteadequate consideration for Executive’s agreement to this Section 5. Executive acknowledges that this consideration is adequate for Executive’s promises contained within this Section 5 and gives rise to the Company’sinterest in ensuring that she refrains from post-termination competition as provided for herein. 

(b) Covenant Not toCompete. The “***Noncompetition Period***” began on the Original Date and will end twelve (12) months after the date on which Executive’s employment with the Company terminates for any reason (the“***Termination Date***”). During the Noncompetition Period, Executive **will not**, directly or indirectly, on Executive’s own behalf or as an officer, director, employee, consultant or other agent of, or as astockholder, partner or other investor in, any person or entity (other than the Company or its affiliates): 

**(i)**Engage in any Business (as hereinafter defined) conducted by the Company (a “***Competing Business***”) within any geographic area in which the Company, its subsidiaries or affiliates conducts any business (including the UnitedStates) (the “***Territory***”); provided, however, that Executive shall not be precluded from working for any company whose primary business is memory modules, so long as Executive does not work on the development, design,manufacture or sale of memory module stacking technology or any other Competing Business, or; 

**(ii)**Directly orindirectly influence or attempt to influence any customer, potential customer, supplier or accounts of the Company, its subsidiaries or affiliates located within the Territory to purchase, sell or lease goods or services related to a CompetingBusiness other than from or to the Company; or 

**(iii)**Solicit, encourage, or take any other action which is intended,directly or indirectly, to induce any other employee of the Company to terminate such employee’s employment with the Company, or interfere in any manner with the contractual or employment relationship between the Company and any other employeeof the Company, or hire or attempt to hire any former employee of the Company whose termination from employment has been effective for ninety (90) days or less. 

**Provided, however,** that the foregoing restrictions will not apply to any investment in publicly traded securities constituting not more than 5% of the outstanding securities in any class of suchsecurities. For purposes of this Agreement, the term “***affiliate***” means with respect to any person or entity any other person or entity controlling, controlled by or under common control with such person or entity. Forpurposes of this Section 5, the definition of “***Business***” will be the business of the Company as of the date of Executive’s termination and the business of the Company actually proposed to be entered into asevidenced by written and adopted business plans of the Company. 

 

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6. Enforcement 

(a) Executive represents to the Company that Executive is willing and able to engage in businesses other than a Competing Business withinthe Territory and that enforcement of the restrictions set forth in Section 5 would not be unduly burdensome to Executive. The Company and Executive acknowledge and agree that the restrictions set forth in Section 5 arereasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company, and Executive agrees that that the Company is justified inbelieving the foregoing. 

(b) If the provisions of Section 5 are found by a court of competent jurisdiction tocontain unreasonable or unnecessary limitations as to time, geographical area or scope of activity, then such court is hereby directed to reform such provisions to the minimum extent necessary to cause the limitations contained therein as to time,geographical area and scope of activity to be reasonable and enforceable. 

(c) Executive acknowledges and agrees that theCompany would be irreparably harmed by any violation of Executive’s obligations under Section 5 hereof and that, in addition to all other rights or remedies available at law or in equity, the Company will be entitled to injunctiveand other equitable relief to prevent or enjoin any such violation. If Executive violates Section 5, the period of time during which the provisions thereof are applicable will automatically be extended for a period of time equal to thetime that Executive began such violation until such violation permanently ceases. 

7. Confidentiality and Proprietary Rights.Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which is attached hereto as Exhibit B and incorporated herein by reference. 

8. Mediation. In the event that any disputes arise between the Parties with respect to this Agreement, the Parties acknowledge and agree thatprior to initiating any litigation regarding such dispute, they shall submit their dispute to a mutually agreeable mediator for purposes of conducting non-binding mediation in an effort to resolve the dispute without the necessity of litigation.

9. No Obligation to Third Party. Executive represents and warrants that Executive is not under any obligation to any person orother third party and does not have any other interest which is inconsistent or in conflict with this Agreement, or which would prevent, limit, or impair Executive’s performance of any of the covenants hereunder or Executive’s duties as anemployee of the Company. 

10. Entire Agreement. This Agreement, along with the agreements and documents that make up the 2003 StockOption Plan and the Company’s Employee Innovations and Proprietary Rights Assignment Agreement (which are incorporated herein by reference), embodies the complete agreement of the parties with respect to the subject matter hereof and supersedesany prior written, or prior or contemporaneous oral, understandings or agreements between the parties that relate in any way to the subject matter hereof. This Agreement may be amended only in writing executed by the Company and Executive.

 

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11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of therespective heirs, executors, administrators, legal representatives and successors of the Company and Executive. 

12. Notice. Anynotice required or permitted under this Agreement must be in writing and will be deemed to have been given when delivered personally, by telecopy or by overnight courier service or three days after being sent by mail, postage prepaid, to (a) ifto the Company, to the Company’s principal place of business, or (b) if to Executive, to Executive’s residence or to Executive’s latest address then contained in the Company’s records (or to such changed address as suchperson may subsequently give notice of in accordance herewith). 

13. **GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH SUBSTANTIVE LAWS OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.**

14. Counterparts. This Agreement may be executed in counterparts and by different parties hereto on separate counterparts, each of whichcounterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 

IN WITNESS WHEREOF, the Company and Executive have executed and delivered this Agreement as of the date first above written. 

 
**ENTORIAN TECHNOLOGIES INC.**
By:
 /s/ Wayne R. LiebermanName: Wayne R. LiebermanTitle: Chief Executive Officer and President**EXECUTIVE**/s/ Stephanie LucieSTEPHANIE LUCIE
 

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