Exhibit 10.16


 


EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of August 15th 2005, is entered into by and between
Uni-Pixel, Inc., a Delaware corporation (“Uni-Pixel,” together with its
subsidiaries, the “Company”), and James A. Tassone (the “Employee”).


 


W I T N E S S E T H:


 


WHEREAS, the Employee desires to serve the Company as Chief
Financial Officer of Uni-Pixel; and


 


WHEREAS, the Company desires to employ the Employee as
Chief Financial Officer of Uni-Pixel.


 


NOW THEREFORE in consideration of the mutual benefits
to be derived from this Agreement, the Company and the Employee hereby agree as
follows:


 


1.             Term of
Employment; Office and Duties.


 


(a)           Commencing on the date hereof, and
for an initial term ending December 31, 2008, the Company shall employ the
Employee as Chief Financial Officer of Uni-Pixel, with such duties and
responsibilities consistent with such position as may from time to time be
assigned to the Employee by the President of Uni-Pixel (the “President”).  The Employee agrees to perform such duties
and discharge such responsibilities in accordance with the terms of this
Agreement.  This Agreement may be renewed
for an additional 1 year term, only upon the mutual written agreement of the
Employee and the Company, at least 30 days prior to its expiration.  The period that the Employee serves as an
employee of the Company pursuant to this Agreement, including as a result of
any extension of the initial term ending December 31, 2008, shall be referred
to as the “Employment Term.”


 


(b)           The
Employee shall be required to devote his full business time and efforts to the
business and affairs of the Company other than during vacations and periods of
illness or incapacity.  The Employee
shall be permitted to devote non-business time to:  (i) serve as a director or officer of any
organization or entity that does not result in a violation of Section 5;
(ii) deliver lectures or fulfill speaking engagements; or (iii) engage in
charitable and community activities; provided, however, that the
Employee must receive the President’s written consent prior to serving as a
director or officer pursuant to clause (i).


 


2.             Compensation and
Benefits.  For all services rendered
by the Employee during the Employment Term, including, without limitation, any
services as a director generally or member of the any committee of the Board or
any subsidiary or division thereof, the Employee shall be compensated as
follows:


 


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(a)           Base
Salary.  The Company shall pay the
Employee a fixed base salary (“Base Salary”) of $145,000 per year.  The
President and Board may periodically review the Employee’s Base Salary and may
determine to adjust the Base Salary, in accordance with such policies as the Company
may hereafter adopt from time to time, if it deems appropriate.  Base Salary will be payable in accordance
with the customary payroll practices of the Company. As part of the Employees
compensation program the Company extends a $1000 a month Automobile allowance
plus maintenance charges.


 


(b)           Bonus.  The Employee may be entitled to receive an
annual bonus (“Annual Bonus”) for each fiscal year payable subsequent to
the issuance of final audited financial statements for such fiscal year in the
sole discretion of the Board in an amount as determined by the Compensation
Committee of the Board.  The targeted
amount of any Annual Bonus shall be 30% of the then-current Base Salary,
although an Annual Bonus for any given period may be higher or lower than 30%.


 


(c)           Fringe Benefits.


 


(i)            The Employee shall be entitled to
participate in such employee benefit and other compensatory or non-compensatory
plans that are available to similarly situated executives of the Company, which
may include disability, health, dental and life insurance plans, option and
bonus plans and other fringe benefit plans or programs, including a 401(k)
retirement plan, of the Company established from time to time by the Board,
subject to the rules and regulations applicable thereto.


 


(ii)           Notwithstanding anything in Section
2(c)(i) to the contrary, contemporaneous with the execution of this
Agreement, the Employee will be granted a non-qualified stock option (the “Employment
Option”) to purchase 200,000 shares of Uni-Pixel’s common stock, par value
$.001 per share (the “Common Stock”), with an exercise price of $4.00
per share, pursuant to Uni-Pixel’s 2005 Stock Incentive Plan and the Employee
will execute any award agreement or other documents required by the Company to
evidence such grant.  33.33% of the 200,000
options shall vest on April 19, 2006; an additional 33.33% of such options
shall vest on April 19, 2007 and an additional 33.33% of such options shall
vest on April 19, 2008; provided, however, that in the event (A)
of a Change in Control or (B) the Employee’s employment is terminated by (I)
the Company without Cause pursuant to Section 4(d) or (II) the Employee
for Good Reason pursuant to Section 4(e), all options that would have
otherwise vested within the 12 months following the date of such event shall
accelerate and immediately vest and become exercisable in full on the earliest
of the date of the Change in Control or the date of the Employee’s termination
pursuant to Sections 4(b) and (c), as applicable.  The remaining options shall vest or terminate
as otherwise set forth in the award agreement or other applicable
document.  The term of the Employment
Option will be 10 years from the date of grant.


 


(iii)          For purposes of this Agreement, a “Change
in Control” shall mean:


 


(A)          the acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended


 


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(the “Exchange Act”))
(a “Person”) of “beneficial ownership” (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of (I) the then-outstanding
shares of Common Stock (the “Outstanding Company Common Stock”), or (II)
the combined voting power of the then-outstanding voting securities of
Uni-Pixel generally entitled to vote in the election of directors (the “Outstanding
Company Voting Securities”) regardless of whether such acquisition is as a
result of the issuance of securities by Uni-Pixel to such Person, by such
Person acquiring such shares publicly or in private sales (or in any
combination of acquisitions or public or private sales or both), or otherwise; provided,
however, that the following shall not constitute a Change in
Control:  (a) any issuance or acquisition
of securities of Uni-Pixel whereby the Employee (including his affiliates)
reaches or exceeds such 25% threshold, or (b) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by Uni-Pixel or any
entity controlled by Uni-Pixel;


(B)           approval by the stockholders of
Uni-Pixel of a reorganization, merger, consolidation or other business
combination (collectively, a “Business Combination”), unless following
such Business Combination more than 50% of, respectively, the then-outstanding
shares of common stock of the entity resulting from such Business Combination
and the combined voting power of the then-outstanding voting securities of such
entity generally entitled to vote in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be; and


 


(C)           (I) approval by the stockholders
of Uni-Pixel of a complete liquidation or dissolution of Uni-Pixel or
(II) the first to occur of (a) the sale or other disposition (in one
transaction or a series of related transactions) of all or substantially all of
the assets of Uni-Pixel, or (b) the approval by the stockholders of
Uni-Pixel of any such sale or disposition.


 


(d)           Withholding
and Employment Tax.  Payment of all
compensation hereunder shall be subject to customary withholding tax and other
employment taxes as may be required with respect to compensation paid by an
employer to an employee.


 


(e)           Disability.  The Company shall, to the extent such
benefits can be obtained at a reasonable cost, provide the Employee with
disability insurance benefits of at least 40% of his gross Base Salary per
month.  In the event of the Employee’s
Disability (as hereinafter defined), the Employee and his family shall continue
to be covered by all of the Company’s employee welfare benefit plans described
under Section 2(c), at the Company’s expense, to the extent such benefits
can be obtained at a reasonable cost or may, by law, be provided, for the
lesser of the term of such Disability and 24 months, in accordance with the
terms of such plans.


 


(f)            Death.  The Company shall, to the extent such
benefits can be obtained at a reasonable cost, provide the Employee with life
insurance benefits in the amount of at least $1,000,000.  In the event of the Employee’s death, the
Employee’s family shall continue to be


 


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covered by all of the
Company’s employee welfare benefit plans described under Section 2(c),
at the Company’s expense, to the extent such benefits can be obtained at a
reasonable cost or may, by law, be provided, for 12 months following the
Employee’s death in accordance with the terms of such plans.


 


(g)           Vacation.  The Employee shall receive 4 weeks of
vacation annually, administered in accordance with the Company’s existing
vacation policy.


 


3.             Business
Expenses.  The Company shall pay or
reimburse the Employee for all reasonable travel, business and entertainment
expenses incurred by or necessary for the Employee to perform his duties under
this Agreement in accordance with such policies and procedures as the Company
may from time to time establish for senior officers and subject to the Company’s
normal requirements with respect to reporting and documentation of such
expenses.


 


4.             Termination of
Employment.  Notwithstanding any
other provision of this Agreement, the Employee’s employment with the Company
may be terminated as set forth below:


 


(a)           Termination by Mutual Agreement.  The Employee’s employment with the Company
may be terminated at anytime by, and upon the terms and conditions of, a mutual
written agreement between the parties.


 


(b)           Termination for Cause.  The Employee’s employment with the Company
may be terminated by the Company for Cause. 
The date of termination for Cause shall be the date the Company sends
the Employee a written notice to such effect specifying the reason(s) for the
termination for Cause.  For purposes of
this Agreement, “Cause” shall mean any one of the following: (i) arrest
of the Employee for committing a felony or crime or moral turpitude; (ii) the
Employee having committed acts or omissions constituting gross negligence or
willful or wanton misconduct with respect to the Company; (iii) the Employee
having committed any act of fraud, embezzlement or misappropriation involving
the Company; (iv) the Employee having committed a material act of dishonesty in
connection with his employment as determined by the Board; (v) the Employee
having intentionally engaged in any activity that the Employee knows or has
reason to know is in conflict with or materially adverse to the interests of
the Company; (vi) the Employee having committed acts or omissions constituting
a material breach of this Agreement; or (vii) the Employee having committed any
willful or material violation of, or willful or material noncompliance with,
any securities law, rule or regulation or stock exchange listing rule relating
to or affecting the Company, including without limitation (A) if the Employee
has undertaken to provide any chief executive officer or principal executive
officer certification required under the Sarbanes-Oxley Act of 2002, including
the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”),
without taking reasonable and appropriate steps to determine whether or not the
certificate was accurate or otherwise in compliance with the requirements of
the Sarbanes-Oxley Act, or (B) if the Employee fails to establish and
administer effective systems and controls necessary for Uni-Pixel to timely and
accurately file reports pursuant to Section 13 or 15(d) of the Exchange
Act.  In the event of any termination
under this Section 4(b), the Company shall pay all amounts of Base
Salary then due to the Employee under Section 2(a) up to the payroll
period worked but for which payment had not yet been made up to the date of
termination (but expressly excluding any bonuses or other incentive
compensation).


 


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The Company shall
have no further obligations to the Employee under this Agreement (including no
obligation with respect to bonuses or other incentive compensation), and any
and all stock options granted to the Employee shall terminate according to
their terms of grant.


 


(b)           Termination for Disability.  The Employee’s employment with the Company
may be terminated by the Company in the event of the Employee’s
Disability.  The date of termination for
Disability shall be the date the Company sends the Employee a written notice to
such effect.  For purposes of this
Agreement, “Disability” shall mean the inability of the Employee, in the
reasonable judgment of a physician appointed by the Board, to perform his
duties of employment because of any physical or mental disability or
incapacity, where such disability shall exist for an aggregate period of more
than 150 days in any 365-day period or for any period of 90 consecutive
days.  In the event of any termination
under this Section 4(b), the Company shall (i) pay by the next payroll
period all amounts then due to the Employee under Section 2(a) up to the
payroll period worked but for which payment had not yet been made up to the
date of termination (including bonuses then-earned or owing), and (ii) comply
with its obligations under Section 2(e).


 


(c)           Termination upon Death.  The Employee’s employment with the Company
automatically terminates on the Employee’s death.  In the event of the Employee’s death (i) the
Company will continue to pay the Employee’s heirs or beneficiaries his Base
Salary for 6 months following the date of termination (on regular payroll
dates) and (ii) on the date of termination all options that would have
otherwise vested within the 12 months following the date of the Employee’s
death shall accelerate and immediately vest and become exercisable in
full.  Such options may be exercised for
the longer of (i) 12 months from the date of the Employee’s death and (ii) the
exercise term of each relevant option grant. 
In addition, in the event of the Employee’s death, the Company shall (i)
pay by the next payroll period all amounts then due to the Employee under Section
2(a) up to the payroll period worked but for which payment had not yet been
made up to the date of termination (including bonuses then-earned or owing),
and (ii) comply with its obligations under Section 2(f).


 


(d)           Termination
without Cause.  The Employee’s
employment with the Company may be terminated by the Company, in the absence of
Cause, for any reason and in its sole and absolute discretion, provided that in
such event the Company shall continue to pay to the Employee the Base Salary
(on regular payroll dates) for six months from the date of termination (the “Termination
Payments”) plus any bonuses then-earned or owing on the date of
termination.   On the date of termination, all options that
would have otherwise vested within the 12 months following the date of
termination shall accelerate and immediately vest and become exercisable in full.  Such
options may be exercised for the longer of (i) 12 months from the date of
termination and (ii) the exercise term of each relevant option grant.  Finally, during any period in which
Termination Payments are required to be paid, the Company shall continue the
benefits for the Employee and his family provided for under Section 2 at
no cost to the Employee.


 


(e)           Termination
by the Employee for Good Reason. The Employee’s employment with the Company
may be terminated by the Employee for Good Reason. “Good Reason” shall
be deemed to exist: (i) if the Employee is assigned any duties materially
inconsistent with the duties or responsibilities contemplated by this
Agreement; (ii) if the


 


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Company shall have
continued to fail to comply with any material provision of this Agreement after
a 30-day period to cure (if such failure is curable) following written notice
by the Employee to the Company of such non-compliance; (iii) upon a Change in
Control; or (iv) if the Company requires that the Employee be based at any
location other than Austin, Texas or Houston, Texas (or the suburban area of
either).  In the event of any termination
under this Section 4(e), the Company shall pay the Termination Payments
plus any bonuses then-earned or owing on the date of termination to the
Employee in the same amount and manner as under Section 4(d).  On the date
of termination, all options that would have otherwise vested within the
12 months following the date of termination shall accelerate and immediately
vest and become exercisable in full.  Such options may be exercised for the
longer of (i) 12 months from the date of termination and (ii) the exercise term
of each relevant option grant.  Finally,
during any period in which Termination Payments are required to be paid, the
Company shall continue the benefits for the Employee and his family provided
for under Section 2 at no cost to the Employee.


 


5.             Non-Competition.  During the Employment Term and for two years
following termination of the Employee’s employment with the Company for any
reason, the Employee shall not, within any state in which the Company or any
subsidiary of the Company is duly qualified to do business or in any state in
which the Company is then providing services or marketing its services (or
engaged in active discussions to provide such services), or within a 100 mile
radius of any such state, directly or indirectly own any interest in, manage,
control, participate in, consult with, render services for, advise, or in any
manner engage in any business engaged in by the Company or for which the
Company is developing (or engaged in active discussions to develop) a product
or service, whether as an officer, director, stockholder, consultant, investor,
agent or otherwise (unless the Board shall have authorized such activity and
the Company shall have consented thereto in writing).  Passive investments in less than 5% of the
outstanding securities of any entity subject to the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act, shall not be prohibited by
this Section 5.  The provisions of
this Section 5 are subject to the provisions of Section 14.


 


6.             Inventions and
Confidential Information.  The
parties hereto recognize that a major need of the Company is to preserve its
specialized knowledge, trade secrets and confidential information.  The strength and good will of the Company is
derived from the specialized knowledge, trade secrets, and confidential information
generated from experience with the activities undertaken by the Company.  The unauthorized disclosure of this
information and knowledge to competitors would be beneficial to such
competitors and detrimental to the Company, as would the disclosure of non-public
information about the marketing practices, pricing practices, costs, profit
margins, design specifications, development and business plans, analytical
techniques and similar items of the Company. 
The Employee acknowledges that specific proprietary information and
non-public data obtained by him while employed by the Company concerning the
business or affairs of the Company are the property of the Company.  By reason of his being a senior executive of
the Company, the Employee has or will have access to, and has obtained or will
obtain, trade secrets and confidential information about the Company’s
operations, which operations extend throughout the United States.  Therefore, subject to the provisions of Section
14, the Employee hereby agrees as follows, recognizing that the Company is
relying on these agreements in entering into this Agreement:


 


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(a)           During the
Employment Term and for three years following termination of the Employee’s
employment with the Company for any reason, the Employee will not use, disclose
to others, or publish or otherwise make available to any other party (other
than in furtherance of his obligations hereunder) any non-public or
confidential business information about the business and affairs of the
Company, including but not limited to confidential information concerning the
Company’s products, methods, engineering designs and standards, analytical
techniques, technical information, customer information, employee information,
inventions and other confidential information acquired by him in the course of
his past or future services for the Company during the Employment Term.  The Employee agrees to hold as the Company’s
property all books, papers, letters, formulas, memoranda, notes, plans,
records, reports, computer tapes, printouts, software and other documents, and
all copies thereof and therefrom, relating to the Company’s business and
affairs conducted by him as President of Uni-Pixel, whether made by him or
otherwise coming into his possession or control, and on termination of his
employment, or upon demand of the Company, at any time after termination of his
employment, to deliver the same to the Company.


 


(b)           During the
Employment Term and for 18 months following termination of the Employee’s
employment with the Company for any reason, the Employee will not (i) directly
or indirectly, including through an entity or agent, induce or otherwise
attempt to influence any employee of the Company to leave the Company’s employ,
(ii) hire, cause to be hired or induce a third party to hire, any such employee
(unless the Board shall have authorized such employment and the Company shall
have consented thereto in writing) or in any way materially interfere with the
relationship between the Company and any employee thereof, or (iii) induce or
attempt to induce any customer, supplier, licensee, licensor or other business
relation of the Company to cease or otherwise limit doing business with the
Company or in any way materially interfere to the detriment of the Company with
the relationship between any such customer, supplier, licensee or business
relation of the Company.


 


7.             Indemnification.  The Company will indemnify (and advance the
costs of defense of) the Employee (and his legal representatives) to the
fullest extent permitted by the laws of the state in which Uni-Pixel is
incorporated, as in effect at the time of the subject act or omission, or by
the Certificate of Incorporation and Bylaws of Uni-Pixel, as in effect at such
time or on the date of this Agreement, whichever affords greater protection to
the Employee, and the Employee shall be entitled to the protection of any
insurance policies the Company may elect to maintain generally for the benefit
of its employees, officers and directors, against all judgments, damages,
claims, liabilities, costs, charges and expenses whatsoever incurred or
sustained by him or his legal representative in connection with any action,
suit or proceeding to which he (or his legal representatives or other
successors) may be made a party by reason of his being or having been an
employee, officer or director of Uni-Pixel or any of its subsidiaries except
that Uni-Pixel shall have no obligation to indemnify the Employee for
liabilities resulting from conduct of the Employee with respect to which a
court of competent jurisdiction has made a final non-appealable determination
that the Employee committed gross negligence or willful misconduct (whether in
his capacity as an employee or director) or would not, by law, be entitled to
indemnity.


 


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8.             Litigation
Expenses.  In the event of any
litigation or other proceeding between the Company and the Employee with
respect to the subject matter of this Agreement and the enforcement of the
rights hereunder and such litigation or proceeding results in final judgment or
order in favor of the Employee, which judgment or order is substantially
inconsistent with the positions asserted by the Company in such litigation or
proceeding, the losing party shall reimburse the prevailing party for all of
his/its reasonable costs and expenses relating to such litigation or other
proceeding, including, without limitation, his/its reasonable attorneys’ fees
and expenses.


 


9.             Consolidation;
Merger; Sale of Assets; Change of Control. 
Nothing in this Agreement shall preclude the Company from combining,
consolidating or merging with or into, transferring all or substantially all of
its assets to, or entering into a partnership or joint venture with, another
corporation or other entity, or effecting any other kind of corporate
combination provided that the corporation resulting from or surviving such
combination, consolidation or merger, or to which such assets are transferred,
or such partnership or joint venture expressly assumes in writing this
Agreement and all obligations and undertakings of the Company hereunder. Upon
such a consolidation, merger, transfer of assets or formation of such
partnership or joint venture, this Agreement shall inure to the benefit of, be
assumed by, and be binding upon such resulting or surviving transferee
corporation or such partnership or joint venture, and the term “Company,” as
used in this Agreement, shall mean such corporation, partnership or joint
venture or other entity, and this Agreement shall continue in full force and
effect and shall entitle the Employee and his heirs, beneficiaries and
representatives to exactly the same compensation, benefits, perquisites,
payments and other rights as would have been their entitlement had such combination,
consolidation, merger, transfer of assets or formation of such partnership or
joint venture not occurred.


 


10.           Survival of
Obligations.  Sections 4, 5, 6, 7,
8, 9, 10, 11, 12, 13 and 14 shall survive the termination for any
reason of this Agreement (whether such termination is by the Company, by the
Employee, upon the expiration of this Agreement or otherwise).


 


11.           Employee’s
Representations.  The Employee hereby
represents and warrants to the Company that (i) the execution, delivery and
performance of this Agreement by the Employee do not and shall not conflict
with, breach, violate or cause a default under any material contract,
agreement, instrument, order, judgment or decree to which the Employee is a
party or by which he is bound, (ii) the Employee is not a party to, or bound
by, any employment agreement, noncompete agreement or confidentiality agreement
with any other person or entity, and (iii) upon the execution and delivery of
this Agreement by the Company, this Agreement shall be the valid and binding
obligation of the Employee, enforceable in accordance with its terms.  The Employee hereby acknowledges and
represents that he has consulted with legal counsel regarding his rights and
obligations under this Agreement and that he fully understands the terms and
conditions contained herein.


 


12.           Company’s
Representations.  The Company hereby
represents and warrants to the Employee that (i) the execution, delivery and
performance of this Agreement by the Company do not and shall not conflict
with, breach, violate or cause a default under any material contract,
agreement, instrument, order, judgment or decree to which the Company is a
party or by which it


 


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is bound, and (ii) upon the execution and delivery of this Agreement by
the Employee, this Agreement shall be the valid and binding obligation of the
Company, enforceable in accordance with its terms.


 


13.           Enforcement.  Because the Employee’s services are unique
and because the Employee has access to confidential information concerning the
Company, the parties hereto agree that money damages shall not be an adequate
remedy for any breach of this Agreement. 
Therefore, in the event of a breach or threatened breach of this
Agreement that cannot be compensated with monetary damages, the Company may, in
addition to other rights and remedies existing in its favor, apply to any court
of competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce, or prevent any violations of, the provisions hereof
(without posting a bond or other security).


 


14.           Severability.  In case any one or more of the provisions or
part of a provision contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect in any jurisdiction, such
invalidity, illegality or unenforceability shall be deemed not to affect any
other jurisdiction or any other provision or part of a provision of this
Agreement, nor shall such invalidity, illegality or unenforceability affect the
validity, legality or enforceability of this Agreement or any provision or
provisions hereof in any other jurisdiction; and this Agreement shall be
reformed and construed in such jurisdiction as if such provision or part of a
provision held to be invalid or illegal or unenforceable had never been
contained herein and such provision or part reformed so that it would be valid,
legal and enforceable in such jurisdiction to the maximum extent possible.  In furtherance and not in limitation of the
foregoing, the Company and the Employee each intend that the covenants
contained in Sections 5 and 6 shall be deemed to be a series of
separate covenants.  If, in any judicial
proceeding, a court shall refuse to enforce any of such separate covenants, then
such unenforceable covenants shall be deemed eliminated from the provisions
hereof for the purpose of such proceedings to the extent necessary to permit
the remaining separate covenants to be enforced in such proceedings.  If, in any judicial proceeding, a court shall
refuse to enforce any one or more of such separate covenants because the total
time, scope or area thereof is deemed to be excessive or unreasonable, then it
is the intent of the parties hereto that such covenants, which would otherwise
be unenforceable due to such excessive or unreasonable period of time, scope or
area, be enforced for such lesser period of time, scope or area as shall be
deemed reasonable and not excessive by such court.


 


15.           Entire Agreement;
Amendment.  This Agreement contains
the entire agreement between the Company and the Employee with respect to the
subject matter hereof.  This Agreement
may not be amended, waived, changed, modified or discharged except by an
instrument in writing executed by or on behalf of the party against whom
enforcement of any amendment, waiver, change, modification or discharge is
sought.  No course of conduct or dealing
shall be construed to modify, amend or otherwise affect any of the provisions
hereof.


 


16.           Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if physically delivered, delivered by express mail or other
expedited service or upon receipt if mailed, postage prepaid, via registered
mail, return receipt requested, addressed as follows:


 


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  (a)           To the Company:

  	
   

  	
  (b)           To the Employee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Uni-Pixel, Inc.

  	
   

  	
  James A. Tassone

  
	
  11940 Jollyville Rd., Suite 200N

  	
   

  	
                                          

  
	
  Austin, Texas 77004

  	
   

  	
                                          

  
	
  Facsimile:                  

  	
   

  	
                                          

  
	
   

  	
   

  	
  Facsimile:                      

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  With a copy to:

  
	
                                          

  	
   

  	
                                          

  
	
                                          

  	
   

  	
                                          

  
	
                                          

  	
   

  	
                                          

  
	
                                          

  	
   

  	
                                          

  
	
  Facsimile:                       

  	
   

  	
  Facsimile:                       

  



 


and/or to such other persons and addresses as any party shall have
specified in writing to the other.


 


17.           Assignability.  This Agreement shall not be assignable by
either party and shall be binding upon, and shall inure to the benefit of, the
heirs, executors, administrators, legal representatives, successors and assigns
of the parties.  In the event that all or
substantially all of the business of the Company is sold or transferred, then
this Agreement shall be binding on the transferee of the business of the
Company whether or not this Agreement is expressly assigned to the transferee.


 


18.           Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of Texas without regard to conflict of
laws principles.


 


19.           Waiver and
Further Agreement.  Any waiver of any
breach of any terms or conditions of this Agreement shall not operate as a
waiver of any other breach of such terms or conditions or any other term or
condition, nor shall any failure to enforce any provision hereof operate as a
waiver of such provision or of any other provision hereof.  Each of the parties hereto agrees to execute
all such further instruments and documents and to take all such further action
as the other party may reasonably require in order to effectuate the terms and
purposes of this Agreement.


 


20.           Headings of No
Effect.  The Section headings
contained in this Agreement are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement.


 


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


 


 


	
   

  	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNI-PIXEL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  James A. Tassone