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EXHIBIT 10.60 IDENTIX INCORPORATED
EMPLOYMENT AGREEMENT This Employment Agreement (the Agreement) is entered into as of the 21st
day of June 2004, between Identix Incorporated, a Delaware corporation
(Identix), and Elissa Lindsoe (Employee). BACKGROUND Identix desires to assure the services of Employee from the date hereof
(the Effective Date) for the term of years after the Effective Date indicated
on Schedule A (the Term), and Employee is willing to be employed by Identix
during such period, on the terms and subject to the conditions set forth in
this Agreement. THE PARTIES AGREE AS FOLLOWS: 1. Duties. During the Term, Employee shall devote all of Employees
business time, energy, and skill to the affairs of Identix; provided, however,
that Employee may undertake such specific additional charitable and business
activities, if any, as Identix may reasonably approve (including, without
limitation, activities for affiliates of Identix). During the Term, Employee
shall report directly to the person indicated on Schedule A, or to such other
person or persons as may be selected by the Board of Directors of Identix from
time to time. 2. Term of Employment. 2.1 Definitions. For purposes of this Agreement the following terms shall
have the following meanings: (a) Change in Control shall mean the occurrence of any one of the
following: (i) any person, as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the Exchange Act) (other
than Identix, a subsidiary, an affiliate, or an Identix employee benefit plan,
including any trustee of such plan acting as a trustee) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Identix representing fifty percent (50%) or
more of the combined voting power of Identixs then outstanding securities;
(ii) the election to a majority of the seats of the Board of Directors of
Identix of candidates who were not proposed by a majority of the Board in
office prior to the time of such election; or (iii) the dissolution or
liquidation (partial or total) of Identix or a sale of assets involving fifty
percent (50%) or more of the assets of Identix (other than the disposition of a
subsidiary) or other transaction or series of related transactions pursuant to
which the holders, as a group, of all of the shares of Identix outstanding
prior to the merger, reorganization or other transaction hold, as a group, less
than fifty percent (50%) of the shares of Identix outstanding after the merger,
reorganization or other transaction.




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(b) Resignation for Good Reason shall mean a voluntary resignation of
employment by Employee as a result of (i) a material diminution in
responsibility, (ii) decrease in base salary, (iii) an involuntary relocation,
if there has been no Change in Control, or (iv) in the event of a Change in
Control, an involuntary relocation required of the Employee due to a change by
Identix in the location at which the Employee performs Employees principal
duties for Identix to a new location that is both (A) outside a radius of fifty
(50) miles from the Employees principal residence immediately prior to the
date of the Change in Control (the Measurement Date) and (B) more than thirty
(30) miles from the location at which the Employee performed Employees
principal duties for Identix immediately prior to the Measurement Date,
provided that Employee notifies Identix on or prior to any such resignation of
the reason for such resignation and Identix fails to cure such event within
thirty (30) days thereafter. (c) Termination For Cause shall mean termination by Identix of
Employees employment by Identix (i) by reason of Employees commission of a
felony or other material conduct or misconduct involving fraud or moral
turpitude, (ii) by reason of Employees fraud upon, or deliberate injury or
attempted injury to Identix, (iii) by reason of Employees willful and
continued failure to substantially perform for Identix the normal material
duties related to Employees job position (other than failure resulting from
incapacity due to disability or death) which failure continues for thirty (30)
days following the Employees receipt of written notice of such failure to
perform, specifying the nature of the failure and the means by which it can be
remedied, (iv) by reason of Employees willfully engaging in gross misconduct
which is materially and demonstrably injurious to Identix, or (v) by reason of
Employees willful breach of this Agreement in any material respect, after
Identix notifies Employee of said breach and Employee fails to cure said breach
within thirty (30) days thereafter. (d) Termination Other Than For Cause shall mean termination by Identix
of Employees employment by Identix (other than in a Termination For Cause).
Included within the definition of Termination Other Than For Cause shall be
(i) Employees death during the Term, (ii) termination of Employees employment
by Identix based on Employees failure to perform Employees duties under this
Agreement on account of illness or physical or mental incapacity for a period
of more than three (3) consecutive months or (iii) any other involuntary
termination that does not constitute a Termination For Cause. (e) Voluntary Termination shall mean termination by Employee of
Employees employment with Identix, excluding termination by reason of
Resignation for Good Reason as described in Section 2.1(b) and termination by
reason of Employees death or disability as described in Section 2.1(d). 2




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2.2 Basic Term. The term of employment of Employee by Identix shall
commence on the Effective Date and shall continue for the Term unless extended
by mutual written agreement of Employee and Identix or earlier terminated as
provided in this Agreement. 2.3 Termination For Cause. Termination For Cause may be effected by
Identix at any time during the Term and shall be effected by written
notification to Employee. Upon Termination For Cause, Employee shall be
immediately paid all accrued salary, and all accrued vacation pay, all to the
effective date of termination, but Employee shall not be paid any other
compensation or reimbursement of any kind, including, without limitation,
severance compensation or bonus. 2.4 Termination Other Than For Cause or Resignation for Good Reason.
Notwithstanding anything else in this Agreement, Identix may effect a
Termination Other Than For Cause at any time after giving at least 30 days
notice to Employee of such termination or pay in lieu of such notice. Upon the
effective date of any Termination Other Than For Cause or Resignation for Good
Reason, (a) Employee shall immediately be paid all accrued salary, and all
accrued vacation pay, all to the effective date of termination, (b) as
severance compensation, Employee shall continue to be paid Employees then
current base salary for the 12 month severance period (Severance Period);
provided, that Employee shall have the right, exercisable in Employees sole
judgment, to be immediately paid, in one-lump sum payment, an amount equivalent
to Employees base salary for 12 months, rather than receiving such amount in
regular payments over the term of the Severance Period, (c) Employee shall
immediately be paid a cash payment equal to (1) Employees annual bonus
potential at the effective date of the Termination Other Than For Cause or
Resignation for Good Reason, if such date occurs on or prior to June 30, 2005,
or (2) Employees annual bonus potential at the effective date of the
Termination Other Than For Cause or Resignation for Good Reason, less all
bonus amounts previously paid to Employee for the fiscal year in which such
applicable termination or resignation has occurred, if such effective date
occurs on or after July 1, 2005, (d) during the Severance Period, Identix shall
make COBRA payments to continue Employees medical and dental benefits (or pay
Employee an amount equivalent to such COBRA payments) and shall make payments
to continue Employees term life insurance (or pay Employee an amount
equivalent to the premiums in effect prior to termination), and (e) all options
to purchase Common Stock granted to Employee by Identix, whether prior to or
after the Effective Date, shall fully vest immediately, and notwithstanding any
provision of any relevant stock option agreement or stock option plan to the
contrary, Employee shall have 12 months from the effective date of termination
to exercise such options, but Employee shall not be paid any other compensation
or reimbursement of any kind. If any Termination Other Than For Cause is the
result of the death of Employee, all payments payable under this Section 2.4
shall be paid to Employees heirs or legal representative. 2.5 Voluntary Termination. In the event of a Voluntary Termination,
Identix shall immediately pay to Employee all accrued salary, and all accrued
vacation pay, all to the effective date of termination, but no other
compensation or reimbursement of any kind, including, without limitation,
severance compensation or bonus. 3




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2.6 Change in Control. If a Change in Control shall have occurred during
the Term, in addition to any rights Employee may have under applicable stock
option plans and/or stock option agreements with the Company, the following
shall apply: (a) (i) If the Change in Control occurs during the first year of this
Agreement, then the Term, as indicated on Schedule A, shall not be changed. (ii) If the Change in Control occurs during the second year of this
Agreement, then the Term shall be extended to the first anniversary of the
Change in Control. (b) (i) If there is a Termination Other Than For Cause or Resignation for
Good Reason within one year after a Change in Control, and if any of the
payments or benefits received or to be received by the Employee in connection
with a Change in Control or the Employees termination of employment (whether
pursuant to the terms of this Agreement or any other plan, arrangement or
agreement with Identix,) (all such payments and benefits, excluding the
Gross-Up Payment, being hereinafter referred to as the Total Payments) will
be subject to the excise tax (the Excise Tax) imposed under Section 4999 of
the Internal Revenue Code of 1986, as amended from time to time (the Code),
Identix shall pay, at the time specified in Section 2.6(b)(iv), to the Employee
an additional amount (the Gross-Up Payment) such that the net amount retained
by the Employee, after deduction of any Excise Tax on the Total Payments and
any Federal, state and local income and employment taxes and Excise Tax upon
the Gross-Up Payment, shall be equal to the Total Payments. (ii) For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (A) all of the
Total Payments shall be treated as parachute payments (within the meaning of
Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (Tax
Counsel) reasonably acceptable to the Employee and selected by the accounting
firm which was, immediately prior to the Change in Control, Identixs
independent auditor (the Auditor), such payments or benefits (in whole or in
part) should not be treated by the courts as constituting parachute payments,
including by reason of Section 280G(b)(4)(A) of the Code, (B) all excess
parachute payments within the meaning of Section 280G(b)(l) of the Code shall
be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel,
such excess parachute payments (in whole or in part) should be treated by the
courts as representing reasonable compensation for services actually rendered
(within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not
subject to the Excise Tax, and (C) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. All fees and
expenses of the Tax Counsel and the Auditor shall be borne solely by Identix. (iii) For purposes of determining the amount of the Gross-Up Payment, the
Employee shall be deemed to pay Federal income tax at the highest marginal rate
of Federal income taxation in the calendar year in which the Gross-Up Payment
is to be made and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Employees residence in the calendar
year in which the 4




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Gross-Up Payment is to be made, net of the maximum reduction in Federal income taxes which
could be obtained from deduction of such state and local taxes, taking into
account the reduction in itemized deduction under Section 68 of the Code. (iv) The Gross-Up Payment shall be made upon the payment to the Employee
of the Total Payments, unless it is initially determined by Identix or the Tax
Counsel that the Total Payments are not subject to the Excise Tax but after
payment of the Total Payments, it is finally determined following the
proceedings set forth in Section 2.6(b)(v) and (vi) that the Total Payments are
subject to the Excise Tax, in which case it shall be made upon the imposition
upon the Employee of the Excise Tax. (v) The Employee shall notify Identix in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
Identix of a Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after the Employee is
informed in writing of such claim and shall apprise Identix of the nature of
such claim and the date on which such claim is requested to be paid. The
Employee shall not pay such claim prior to the expiration of the thirty (30)
day period following the date on which the Employee gives such notice to
Identix (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If Identix notifies the Employee in
writing prior to the expiration of such period that it desires to contest such
claim, the Employee shall: A) give Identix any information reasonably requested by Identix relating
to such claim; B) take such action in connection with contesting such claim as Identix
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by Identix and reasonably satisfactory to the
Employee; C) cooperate with Identix in good faith in order to effectively contest
such claim; and D) permit Identix to control any proceedings relating to such claim as
provided below; provided, however, that Identix shall bear and pay directly all costs and
expenses (including, but not limited to, additional interest and penalties and
related legal, consulting or other similar fees) incurred in connection with
such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or other tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. (vi) Identix shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Employee to pay the tax 5




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claimed and sue for a refund or contest the claim in any permissible
manner, and the Employee agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as Identix shall determine; provided, however,
that if Identix directs the Employee to pay such claim and sue for a refund,
Identix shall advance the amount of such payment to the Employee on an
interest-free basis, and shall indemnify and hold the Employee harmless, on an
after-tax basis, from any Excise Tax or other tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and provided,
further, that if the Employee is required to extend the statute of limitations
to enable Identix to contest such claim, the Employee may limit this extension
solely to such claim. Identixs control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Employee shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority. In addition, no position may be taken nor any final resolution be
agreed to by Identix without the Employees consent if such position or
resolution could reasonably be expected to adversely affect the Employee
(including any other tax position of the Employee unrelated to the matters
covered hereby). (vii) In the event that the Employee receives a refund of the Excise Tax
previously paid, the Employee shall repay to Identix, within five (5) business
days following the receipt of such refund of the Excise Tax previously paid,
the amount of such refund plus any interest received by the Employee from the
Internal Revenue Service on the refund, and an amount equal to the reduction in
the Employees Federal, state and local income tax assuming that the repayment
is deductible, using the assumptions set forth in Section 2.6(b)(iii). If,
after the receipt by the Employee of an amount advanced by Identix in
connection with an Excise Tax claim, a determination is made that Employee
shall not be entitled to any refund with respect to such claim and Identix does
not notify the Employee in writing of its intent to contest the denial of such
refund prior to the expiration of thirty (30) days after such determination,
such advance shall be forgiven and shall not be required to be repaid. 3. Salary and Benefits. 3.1 Base Salary. As payment for the services to be rendered by Employee
as provided in Section 1 and subject to the terms and conditions of Section 2,
Identix shall initially pay to Employee a base salary at the rate indicated
on Schedule A, subject to deductions, payable bi-weekly in the same manner as
other Identix employees receive their base compensation. 3.2 Bonus. Employee shall be eligible for a bonus as indicated on
Schedule A. 3.3 Stock Options. Employee shall be granted stock options to purchase
shares of common stock of Identix, par value $0.01 per share, as indicated on
Schedule A. 6




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3.4 Fringe Benefits. Employee shall be eligible to participate in such of
Identixs benefit plans as are now generally available or later made generally
available to employees of Identix. Such benefits shall at a minimum include
medical, dental and term life insurance. 4. Annual Performance Review. Identix shall perform an periodic reviews
of Employees performance and, in the discretion of the Board of Directors of
Identix, make appropriate increases in Employees base salary and determine
whether additional stock option grants should be recommended to the Board of
Directors of Identix. 5. Miscellaneous. 5.1 Waiver. The waiver of any term or condition of this Agreement by any
party shall not be construed as a waiver of a subsequent breach or failure of
the same term or condition, or a waiver of any other term or condition of this
Agreement. 5.2 Notices. All notices, requests, demands, and other communications
made in connection with this Agreement shall be in writing and shall be deemed
to have been duly given on the date of delivery if delivered by hand delivery
or 12 hours after facsimile transmission to the persons identified below or
five days after mailing if mailed by certified or registered mail postage
prepaid return receipt requested addressed as follows: If to Identix: 5600 Rowland Rd.
          Minnetonka, MN 55343
          Attn: General Counsel & Secretary
          Facsimile: 952-979-8486  If to Employee: To the address indicated on Schedule A Any party may change its address for notices by notice duly given pursuant to
this Section 5.2. 5.3 Headings. The headings contained in this Agreement are intended for
convenience and shall not be used to interpret the meaning of this Agreement or
to determine the rights of the parties. 5.4 Governing Law; Consent to Jurisdiction and Venue. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Minnesota applicable to contracts entered into and wholly to be performed
within the State of Minnesota by Minnesota residents. Employee and Identix
hereby submit to the jurisdiction and venue of the state or federal courts in
the State of Minnesota, County of Hennepin, for any legal action arising from
or connected with this Agreement. Employee and 7




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Identix consent to service of process consistent with the then applicable
rules of civil procedure. 5.5 Successor and Assigns. This Agreement shall be binding upon and inure
to the benefit of the executors, administrators, heirs, successors and assigns
of the parties; provided, however, that this Agreement shall not be assignable
by Identix (except in connection with the merger or consolidation of Identix
with or into another entity or the sale by Identix of all or substantially all
of its assets) or by Employee. 5.6 Counterparts. This Agreement may be signed in counterparts with the
same effect as if the signatures of each party were upon a single instrument.
All counterparts shall be deemed an original of this Agreement. 5.7 Withholdings. All sums payable to Employee hereunder shall be reduced
by all Federal, state, local and other withholding and similar taxes and
payments required by applicable law. 5.8 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Agreement shall be deemed valid and
enforceable to the full extent possible. 5.9 Entire Agreement; Modifications. Except as otherwise provided herein,
this Agreement represents the entire understanding between the parties with
respect to the subject matter hereof, and this Agreement supersedes any and all
prior understandings, agreements, plans and negotiations, written or oral, with
respect to the subject matter hereof. All modifications to the Agreement must
be in writing and signed by the party against whom enforcement of such
modification is sought, provided that no modification shall be enforceable
against Identix unless signed by the President and Chief Executive Officer or
Chief Operating Officer of Identix. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written. IDENTIX INCORPORATEDBy:
    Name:
Title:EMPLOYEEBy:
    Name: Elissa Lindsoe 8




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EMPLOYMENT AGREEMENT SCHEDULE A 1.
    
    
    Name and address of Employee:
    
    Ms. Elissa Lindsoe
[intentionally omitted]2.
    
    
    Term of Agreement:
    
    3 years3.
    
    
    Initial Annual Base Salary:
    
    $170,0004.
    
    
    Bonus Potential:
    
    - 50% of Base Salary- For first year of Term, Employee Bonus
is guaranteed to be no less than 75% of
Bonus Potential (or $63,750). For the
first year of the Term, such guaranteed
bonus payments are to be paid quarterly.5.
    
    
    Severance Period:
    
    12 months6.
    
    
    Stock Options:Number of Shares:
    
    120,000Stock Option Plan and Type:
    
    As determined by the President
and CEO from available stock option plans and reservesGrant Date:
    
    Effective Date of this AgreementExercise Price:
    
    The closing sales price of the Companys common stock
on Nasdaq on the Grant DateVesting period:
    
    25% annually, so that the granted options will be
fully vested four years after the Grant Date7.
    
    
    Report to:
    
    Dr. Joseph J. Atick, President & CEO
 Initialed by: Identix:           _____________ Employee:      _____________ 9