Exhibit 4.14

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (**“Agreement”**)is made effective as of June 8, 2015 (the **“Effective Date”**), by and between POET Technologies Inc., togetherwith its subsidiaries, affiliates, successors and assigns (the **“Company”**), and Subhash Deshmukh (**“Executive”**).

 

**RECITALS**

 

The Company and Executive have agreed toenter into an employment relationship on the terms and conditions set forth in this Agreement.

 

**AGREEMENT**

 

The parties agree as follows:

 

1.                 Employment. On the Effective Date, the Company will employ Executive, and Executive agrees to accept suchemployment, upon the terms and conditions set forth herein.

 

2.                 Duties.

 

2.1             Position. Executive will be employed as Chief Operating Officer of the Company. Executive shall have the duties and responsibilitiesassigned by, and shall report to, the Company’s Chief Executive Officer and Board of Directors (the “Board”),including, without limitation, the following:

 

(a)               Drive toward the completion of identified milestones to create valuable intellectual property, including preparing a marketingplan and implementing that plan to develop customers;

 

(b)              Clearly define the Company’s path to commercialization and growth with detailed action plans to speed the path fromdevelopment, to implementation and to commercialization;

 

(c)               Execute in accordance with the approved business plan to achieve operational, strategic, organizational and financial objectives,which plan shall be co-developed with the CEO and approved by the Board within 30 days of the Effective Date;

 

(d)              Co-develop within 45 days of the Effective Date business strategy with the CEO (for approval by the Board) to raise fundsfor the company to achieve financial stability and also enable merger/acquisition activities;

 

(e)               Drive the technical team located at the University of Connecticut to high performance levels, in part by following industry-standardprocesses of engineering discipline to deliver the Companies’ IP-based products to the market;

 

(f)               Develop strategy for IP-based product definition and commercialization;

 

(g)               Support the reduction into standard industry process documentation all fabrication steps associated with POET, whether protectedor public, for each prioritized device or system based on POET intellectual property (IP); and

 

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(h)              Develop a mitigation strategy to cover POET resources, including equipment and staff.

 

Executive shall perform faithfullyand diligently all duties assigned to Executive.

 

2.2             Diligent Efforts/Full-time. Executive will expend Executive’s diligent efforts on behalf of the Company, andwill abide by all policies and rules, including without limitation those set forth in the Company’s Employee Handbook, anddecisions made by the Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive willact in a manner Executive reasonably believes to be in the best interest of the Company at all times. This is an exempt positionand Executive will be required to work such hours as are necessary for the performance of the duties. Executive shall devote Executive'sfull business time and efforts to the performance of Executive's assigned duties for the Company, unless Executive notifies theCompany in advance of Executive's desire to engage in other work activities, with or without compensation, or represent or serveon the committee, board or similar body of any organization, business, or other entity, with or without compensation, and receivesthe Company’s written consent to do so.

 

2.3             Work Location. Executive's principal place of work shall be located in or near San Jose, California, or such otherlocation as the parties may agree upon in writing from time to time. Executive acknowledges and confirms that notwithstanding thelocation of his principal place of work, he is expected to undertake substantial travel in connection with the performance of hisassigned duties for the Company.

 

3.                 Term. Executive’s employment with the Company shall commence on the Effective Date subject to terminationupon the terms and conditions of this Agreement. Executive’s employment shall be at-will and not for any specified periodand may be terminated at any time, with or without cause, for any reason or no reason, with or without notice by either Executiveor the Company. No representative of the Company, other than the Board, has the authority to alter such at-will employment relationship.Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and the Company Officerauthorized for that purpose by resolution of the Board.

 

4.                 Compensation.

 

4.1             Base Salary. As compensation for Executive’s performance of Executive’s duties, the Company shall payto Executive an initial base salary of $250,000.00 per year (“**Base Salary**”), payable in semi-monthly installmentsin accordance with the normal payroll practices of the Company, less required deductions for state, federal, local withholdingsor authorized deductions, if any. Executive’s salary will be evaluated in the same manner as other Company employees andwill be subject to the same increases or reductions as other Company employees as may be determined from time to time in the soleand absolute discretion of the Board, acting through its Compensation Committee.

 

4.2             Annual Bonus. Executive shall be eligible for an annual bonus, based upon Executive’s achievement of specifiedelements or milestones within a business plan to be established by Company. The potential bonus amount and milestone criteria shallbe established by the Company annually. The potential bonus amount for 2015 has been established at $250,000, prorated for theportion of the year during which Executive is employed. Executive and the Chief Executive Officer shall work together to defineappropriate milestones to be approved by the Board, with the 2015 milestones to be established within 45 days of the EffectiveDate.

 

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4.3             Stock Options. The Company shall recommend to the Board that Executive shall receive a grant of 1,500,000 optionsto purchase common stock of the Company (the “Grant Amount”). Promptly following the Effective Date, subject to appropriatestockholder approval at the Company’s next annual meeting, the Company shall recommend to the Board that Executive shallreceive a grant of options equal to the Grant Amount at the then-market price as determined in accordance with the Company’sStock Option Plan (the “Plan”) and having such additional terms in accordance with the provisions of the Plan and theapplicable award agreement between Executive and the Company (the “Award Agreement”), such options to vest as follows:250,000 shares shall vest on the first anniversary of the Effective Date; 416,666 shares shall vest on the second anniversary ofthe Effective Date; and 416,667 shares shall vest on each of the third and fourth anniversary of the Effective Date.  In accordancewith and subject to the terms of the Plan and the Award Agreement, such options shall continue to vest while this Agreement remainsin effect. The Executive agrees to abide by all Company policies with respect to transactions in Company securities and to consultwith, and consider the input of, the Board with respect to any subsequent dispositions of shares received by Executive upon theexercise of options.

 

4.4             Parachute Payments. Notwithstanding any other provision of this Agreement, in the event that any payment or otherbenefit received or to be received by the Executive pursuant to this Agreement, together with any other payments or benefits providedto the Executive under any other plan, program, policy, arrangement or agreement (collectively, the “Payment”) would(but for this Section 4.4) constitute a “parachute payment” under Section 280G of the Internal Revenue Code of 1986,as amended (the “Code”), or would result in the imposition on the Executive of an excise tax under section 4999 ofthe Code or similar provision of state or local law, then the Payment made to the Executive shall be reduced so that the aggregatepresent value of the Payment does not exceed three times the Executive’s “annualized includible compensation for thebase period” (as such phrase is defined in Section 280G(d)(1) of the Code) minus one dollar, with such reduction in the Paymentbeing made in the manner that will result in the receipt by Executive of the greatest after-tax benefit as determined by the Company’sindependent public accountants (the “Accountants”). Unless the Company and the Executive otherwise agree in writing,any determination required under this Section 4.4 shall be made in writing by the Accountants whose determination shall be conclusiveand binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this paragraph,the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, goodfaith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnishto the Accountants such information and documents as the Accountants may reasonably request in order to make a determination underthis Section 4.4.

 

5.                 Benefits and Paid Time Off. Executive will be eligiblefor the Company’s standard executive-level employee benefits package, which is subject to change from time to time.All benefits are provided subject to and consistent with the terms andconditions, including eligibility requirements, of any such employee benefit plans. The Company shall not be liable to pay foror provide any benefits beyond those actually provided and paid for by such benefit plans/insurance schemes. The Company reservesthe right to revise, modify and eliminate benefits at its sole and absolute discretion at any time.

 

6.                 Business Expenses. In accordance with the Company’s expense reimbursement policy, Executive will bereimbursed for all reasonable and necessary, out-of-pocket business expenses incurred in the performance of Executive's dutieson behalf of Company.

 

7.                 Termination of Executive’s Employment.

 

7.1             Definitions: as used herein the following terms shall have the following meanings:

 

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(a)               **“Cause”** shall mean only: (i) Executive’s willful refusal to perform Executive’s assignedduties or responsibilities (other than a failure resulting from Executive’s Disability (as defined below) or temporary disability)after receiving written notice (and a 15-day opportunity to cure, if reasonably capable of cure within such period) thereof fromthe Company describing in reasonable detail Executive’s failure to perform such duties or responsibilities; (ii) Executivewillfully engaging in any act of fraud, material misrepresentation or gross misconduct involving the Company or its assets; (iii)Executive’s violation of any material federal or state law or regulation applicable to the Company’s business havinga material adverse consequence to the Company; (iv) Executive’s material breach of any material term of any written agreementwith or written policy of the Company, including but not limited to, the Proprietary Information and Invention Assignment Agreementand/or this Agreement, subject to the notice and cure provisions described in (i) of this definition of “Cause”, ifcapable of being cured; (v) Executive being convicted of, or entering a plea of nolo contendere to, any felony or any crime ofmoral turpitude; or (vi) Executive’s unauthorized use or disclosure of the Company’s material confidential informationor trade secrets or a material failure by Executive to comply with the Company’s written policies or rules.

 

(b)              **“Good Reason”** shall mean only: (i) a significant reduction of Executive’s duties, authority orresponsibilities compared to those as of the date of this Agreement (although a change in title only shall not constitute suchchange unless the change of title reasonably connotes a reduction in authority and responsibilities); (ii) a reduction of morethan ten percent (10%) of Executive’s Base Salary as of the date of this Agreement, other than due to an across-the-boardsalary reduction for other similarly situated employees and a similar or greater reduction by senior executives of Company; or(iii) the relocation of Executive’s primary work office of more than forty (40) miles, provided that any such change, reductionor relocation is effected by the Company without Executive’s written consent. Any consent to a future change, reduction orrelocation will not affect the base standard for any other future change, reduction or relocation, other than a new location forthe purposes of subsection (iii).

 

(c)               **“Disability”** for the purposes of this Agreement shall mean: the Executive is unable to perform the essentialfunctions of Executive’s position with or without reasonable accommodation by reason of any medically determinable physicalor mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less thanthree months. This provision shall be interpreted and applied in a manner consistent with all applicable laws, including laws regardingworkers’ compensation, disability, and family and medical leave laws.

 

7.2             Termination of Employment. Executive’s employment shall be terminable during the Term as follows:

 

(a)   Death or Disability of Executive: In the event of the death or Disability of Executive, Executive’s employmentwith the Company shall terminate immediately. In the event of such termination, neither Executive nor his estate shall be entitledto any payments or compensation except as provided herein.

 

(b)  Executive leaves the Company voluntarily and without Good Reason: Executive may voluntarily resign from the Companyat any time during the Term by giving 4 weeks’ notice. In the event of such resignation, Executive shall remain subject tothe provisions of this Agreement that are intended to survive its termination, including without limitation, the non-solicitationprovisions, and Executive shall not be entitled to any payments or compensation except as provided herein.

 

(c)   Executive is terminated by the Company for Cause: The Company may terminate Executive’s employment immediatelyat any time for Cause. If Executive’s employment is terminated for Cause, Executive shall not be entitled to receive anyfurther payments or benefits whatsoever, other than as set forth in Section 7.6 or required by law, and Executive shall remainsubject to the provisions of this Agreement that are intended to survive its termination, including without limitation, the non-competitionand non-solicitation provisions.

 

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(d)  Termination without Cause or resignation for Good Reason: The Company may terminate Executive’s employmentunder this Agreement without Cause at any time. Executive may resign for Good Reason at any time provided that Executive provideswritten notice to the Company of the alleged Good Reason entitling Executive to resign and allows the Company thirty days afterreceipt of such written notice to cure any such alleged breach. In the event of such termination without Cause or with Good Reason,Executive shall remain subject to the provisions of this Agreement that are intended to survive its termination, including withoutlimitation, the non-competition and non-solicitation provisions. In the event of such termination, Executive shall be entitledto an amount equivalent to six (6) months’ salary, if terminated during the first year of employment, plus two (2) months’salary additional per each full year of employment thereafter, up to a maximum of twelve (12) months, and shall not be entitledto any other payments except as provided herein.

 

7.3             In order to be entitled to any post-employment payments, including those described in Section 7, Executive must executeand not revoke a valid and binding settlement and release agreement pertaining to all claims arising out of or arising in connectionwith Executive’s employment or its termination in a form reasonably satisfactory to the Company, within 45 calendar daysfollowing the termination or, if longer, delivery by the Company of the form of agreement. No post-employment payments shall bedue or payable unless and until a valid and binding reasonable release agreement is executed by Executive and becomes effective.Executive agrees, as a condition to the receipt of the termination payments and benefits provided for in this Section 7, and notwithstandinggiving a release as contemplated herein, that should Executive be a director of the Company he shall automatically be deemed tohave resigned from the Board whether or not such written resignation is tendered.

 

7.4             “At-Will” Relationship. Notwithstanding the foregoing, the relationship between the Company and Executivewill at all times be at-will in nature.

 

7.5             Effect of Payment After Termination. The payment of any monies to Executive under this Agreement after the date oftermination of Executive’s employment does not constitute an offer or a continuation of employment of Executive. In no eventshall the Executive represent or hold himself out to be an employee of the Company after the date of such termination.

 

7.6             Payment of Wages earned. Notwithstanding anything in the foregoing to the contrary, upon termination for whateverreason, the Company shall pay Executive any accrued and vested wages and any other payments as required by law.

 

8.                 No Conflict of Interest. During Executive’s employment with the Company, Executive shall not engagein any work or activities, with or without compensation, that creates an actual conflict of interest with the Company. Accordingly,Executive agrees that Executive will not directly or indirectly compete with Company in any way, or act as an officer, director,employee, consultant, advisor, stockholder, owner, volunteer, lender, or agent of any business enterprise of the same nature as,or which is in direct or indirect competition with, the business in which the Company is now engaged or in which the Company becomesengaged during Executive’s employment with the Company. Violation of this provision shall constitute a material breach ofa material term of this Agreement. Without limitation on the Company’s ability to terminate the Executive’s employmentfor Cause, if the Company believes such a conflict exists, the Company may ask Executive to choose to discontinue the other workor voluntarily resign employment with the Company. A failure by Executive to resolve a conflict of interest to the satisfactionof the Company shall be a material breach of a material term of this Agreement. In addition, during his employment, Executive agreesnot to refer any client or potential client of the Company to competitors of the Company, without obtaining the prior written consentof the Company’s Chief Executive Officer.

 

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9.                 Confidentiality and Proprietary Rights. As a condition of employment, and concurrent with execution of thisAgreement, Executive agrees to execute and abide by the Company’s Proprietary Information and Invention Assignment Agreement(**“**PIIA**”**), a copy of which was provided to Executive with this Agreement. Executive represents that Executivehas read the PIIA, understood it, agreed to be bound by it and has signed the same concurrently with the execution of this Agreement.The PIIA is incorporated herein by reference.

 

10.             Non-Competition During Employment. Executive acknowledges that that during his employment with the Company,Executive has a fiduciary duty and/or duty of loyalty to the Company. Executive therefore agrees that during Executive’semployment Executive will not engage in any employment, business, or activity that is in any way competitive with the businessor proposed business of the Company, and will not assist any other person or organization in competing with the Company or in preparingto engage in competition with the business or proposed business of the Company. The provisions of this paragraph shall apply bothduring normal working hours and at all other times including, but not limited to, nights, weekends and vacation time, while Executiveis employed by the Company.

 

11.             Non-Solicitation.

 

(a)               Non-Solicitation Using Trade Secrets. Other than for authorized Company business activities, Executive understandsthat Executive may not use or disclose (or threaten to use or disclose) any Company trade secrets without the Company’s writtenconsent. This obligation means, among other things, that Executive may not use or disclose the Company’s trade secrets, whetherdirectly or indirectly, or on behalf of himself or others, to attempt to call on, solicit or obtain business from any actual orprospective client, customer, or business partner of the Company, other than for authorized Company business activities. This prohibitionapplies during and after Executive’s employment, so long as the information remains a trade secret. The Company considersthe following information to be its trade secrets: customer lists; confidential customer information, including without limitationfinancial information; terms of business with customers; marketing tactics and any other formula, pattern, compilation, program,device, method, technique or process that: (i) derives independent economic value, actual or potential, from not being generallyknown to the public or to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of effortsthat are reasonable under the circumstances to maintain its secrecy. Executive agrees to take all reasonable steps to maintainthe confidentiality of the Company’s trade secrets.

 

(b)              Non-Solicitation Using Proprietary Information. Executive understands that Executive may not use or disclose (orthreaten to use or disclose) any Proprietary Information (as defined in Executive’s PIIA) without the Company’s writtenconsent, except for the Company’s benefit as part of Executive’s job duties. This obligation means, among other things,that Executive may not use Proprietary Information, whether directly or indirectly or on behalf of himself or others, to attemptto call on, solicit or obtain business from any actual or prospective client, customer, or business partner of the Company, otherthan for authorized Company business activities. This prohibition applies during and after Executive’s employment, so longas the information remains confidential.

 

(c)               Non-Solicitation of Employees. Executive agrees that during his employment and for a period of 12 months followingthe termination of his employment, Executive will not, either individually or on behalf of any other entity or person, induce,solicit, recruit or encourage any sales, marketing, operations, logistics, technical, engineer, manager or executive of the Companyto leave the employ of the Company, which means that Executive will not: (i) disclose to any third party for the purpose of recruitmentthe names, compensation, contacts, backgrounds or qualifications of any such employees or otherwise identify them as potentialcandidates for employment or to provide services; or (ii) personally or through any other person approach, recruit, interview,hire or otherwise solicit such Company employees to work for Executive or any other person or employer or to terminate their employmentwith the Company or violate any agreement with or duty to the Company. This prohibition does not prevent Executive from disclosingresponsive information to the EEOC, NLRB, DFEH or any other governmental body with respect to any claims or complaints.

 

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12.             Injunctive Relief. Executive acknowledges that Executive’s breach of the covenants contained in thisAgreement would cause irreparable injury to the Company and that monetary damages will be inadequate to compensate the Companyfor such a breach. Therefore, Executive agrees that in the event of any such breach, the Company shall be entitled to seek temporary,preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security,in addition to any other remedies at law or equity, to enforce such provisions, including without limitation, preventing use ordisclosure or further use or disclosure by Executive of the Company’s trade secrets or Proprietary Information.

 

13.             Arbitration.

 

(a)               The Parties acknowledge that as part of this Agreement and in exchange for valid consideration, they have agreed to submitto arbitration any future disputes between them, whether or not arising out of this Agreement and/or Executive’s employmentwith the Company and/or its termination. Thus, all future disputes, controversies or differences which may arise between the Parties,whether arising in contract, statute, tort, fraud, misrepresentation, discrimination, common law or any other legal theory, including,but not limited to disputes relating to claims for wrongful termination; personal, physical or emotional injury; defamation; wagesor other compensation due; equity, options, stock or any ownership interest; penalties; benefits; reimbursement of expenses; discriminationor harassment, including but not limited to discrimination or harassment based on race, sex, pregnancy, religion, national origin,ancestry, age, marital status, physical disability, mental disability, medical condition, or sexual orientation; retaliation; violationof any federal, state or other governmental constitution, statute, ordinance or regulation (as originally enacted and as amended);disputes relating to the making, performance or interpretation of this Agreement, or the relationship of the parties, includingthe type of relationship; and claims or other disputes arising under but not limited to Title VII of the Civil Rights Act of 1964("Title VII"), Age Discrimination in Employment Act of 1967 ("ADEA"), Americans with Disabilities Act ("ADA"),Fair Labor Standards Act ("FLSA"), Employee Retirement Income Security Act ("ERISA"), Consolidated OmnibusBudget Reconciliation Act ("COBRA"), Family and Medical Leave Act ("FMLA"), California Fair Employment andHousing Act ("FEHA"), California Family Rights Act ("CFRA"), California Labor Code, California Civil Code,and the California Wage Orders, or any other similar federal, state or local law or regulation, whenever brought, which cannotbe settled by the Parties themselves, shall be settled finally and bindingly by arbitration, to be held in Palo Alto, California,in accordance with the Federal Arbitration Act and with the Employment Arbitration and Mediation Rules then in effect of the AmericanArbitration Association (“AAA”) available at www.adr.org, provided that the Company shall be responsible forall fees and costs unique to the arbitration process (recognizing that each side bears its own deposition, witness, expert andattorneys’ fees and other expenses to the same extent as if the matter were being heard in court). In any arbitration proceedingconducted pursuant to this paragraph, the Parties shall have the right to discovery, to call witnesses, and to cross-examine theother party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons for the arbitrationaward. Both Parties are bound by this agreement to arbitrate, but it does not include disputes, controversies or differences whichmay not by law be arbitrated. **THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGEOR JURY IN A COURT. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, ANDNOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING.**

 

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(b)              Notwithstanding the foregoing provisions of this Section either the Executive or the Company, in a court of competent jurisdiction,may seek to obtain preliminary injunctive and/or other equitable relief in support of claims to be prosecuted in an arbitrationto the extent allowed by the Federal Arbitration Act and the California Arbitration Act by filing an action in court in accordancewith California Code of Civil Procedure section 1281.8 and the Company, in a court of competent jurisdiction, may seek to obtaininjunctive and/or other equitable relief to enforce the Executive’s obligations under the PIIA or this Agreement.

 

14.             Compliance with Code Section 409A. It is intended that compensation paid and benefits delivered to Executivepursuant to this Agreement or otherwise shall be either paid in compliance with, or exempt from, Section 409A of the Internal RevenueCode of 1986, as amended, and the regulations promulgated thereunder (collectively, “Section 409A”) so as not to subjectExecutive to payment of interest or any tax under Section 409A, and this Agreement shall be construed, interpreted and administeredaccordingly. In the event this Agreement or any compensation paid or benefits delivered to Executive hereunder or otherwise isdeemed to be subject to Section 409A, the Company shall adopt such conforming amendments as the Company deems necessary, in itssole and absolute discretion, to comply with Section 409A and avoid the imposition of taxes under Section 409A. However, in noevent whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Executive bySection 409A or for any damages for failing to comply with Section 409A, except to the extent the Company refuses to amend theterms of this Agreement as reasonably required to comply with 409A after written notice from Executive. Each payment to Executivemade pursuant to this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section409A. If, upon Executive’s separation from service within the meaning of Section 409A, Executive is then a “specifiedemployee” (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the impositionof taxes under Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Section409A that is payable as a result of and within six (6) months following such separation from service under this Agreement untilthe earlier of (i) ten (10) days after the Company receives written confirmation of Executive’s death or (ii) the first businessday of the seventh month following Executive’s separation from service. Any such delayed payments shall be made without interest.

 

15.             Survival. The provisions of Section 7 and Section 11 through the remainder of this Agreement, and the Executive’sobligations under the PIIA, shall survive the termination of his employment.

 

16.             General Provisions

 

16.1         Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefitof and shall be binding upon the successors and assigns of the Company. Executive shall not be entitled to assign any of Executive’srights or obligations under this Agreement and any such assignment shall be void.

 

16.2         Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construedas a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

 

16.3         Attorney’s Fees. Each side will bear its own attorney’s fees in any dispute unless a statutory sectionat issue, if any, authorizes the award of attorney’s fees to the prevailing party.

 

16.4         Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or courtof competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provisionas so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permittedby law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shallbe deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

 

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16.5         Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not beused in interpreting this Agreement. This Agreement has been drafted after negotiation of its terms by both parties. Furthermore,Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel,if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the draftingparty shall not be employed in the interpretation of this Agreement.

 

16.6         Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United Statesand the State of California. Each party consents to the jurisdiction and venue of Santa Clara County, California.

 

16.7         Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as followswith notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon writtenverification of receipt; (c) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certifiedor registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below,or such other address as either party may specify in writing.

 

TO: 	Executive: Subhash Deshmukh

 

 

 

 

 

 

 

TO: 	Company:

 

POET Technologies Inc.

121 Richmond Street West

Suite 501

Toronto, Ontario M5H 2K1

Canada

 

 

17.             Entire Agreement. This Agreement, including the PIIA incorporated herein by reference, constitutes the entireagreement between the parties relating to Executive’s employment and supersedes all prior representations, discussions, negotiations,and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive andan authorized designee of the Board. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.Nothing in this Agreement affects the validity and binding nature of the Agreement.

 

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENTAND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATESSHOWN BELOW.

 

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