Exhibit 10.1


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (this “Agreement”) is made and entered into as of March 21, 2018 by and Second
Sight Medical Products, Inc., a California corporation (“Company”) and John T. Blake (“Executive”),
whose address is [                ], with reference to the following:


 


A.       Second
Sight Medical Products is a medical device company that is in the business of developing, manufacturing, and marketing implantable
prosthetic devices to restore functional vision to blind patients.


 


B.       Executive
is a professional manager with multiple years of senior experience in public medical device company finance.


 


C.       Company
desires to employ and retain services of the Executive and Executive desires to render his services to the Company on the terms
and subject to the conditions provided herein.


 


NOW,
THEREFORE, in consideration of the various covenants and agreements hereinafter set forth and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Executive hereby agree as follows:


 


1.             At-Will
Employment. 


 


1.1           At-Will.
Subject to the provisions of this Section 1.1,


 


		(a)	Company
                                         hereby employs Executive and Executive accepts such employment on an at-will basis which
                                         means that either party can terminate the employment relationship at any time with or
                                         without cause. Executive’s start date shall commence as soon as possible, but no
                                         later than March 26, 2018 (the “Start Date”).



 


		(b)	Executive’s
                                         employment with Company is contingent upon a successful completion of a background screening
                                         and post-employment drug screen, along with Executive’s ability to meet the requirements
                                         of the Immigration Reform and Control Act (1996). In order to comply with this legal
                                         obligation, Executive must provide proof of his eligibility to work legally in the United
                                         States of America and complete an Employment Eligibility Verification form (I-9) within
                                         three days of hire.



 


2.             Titles
and Responsibilities; Exclusivity. 


 


2.1           Title
and Responsibilities.


 


(a)       Executive
shall serve as Chief Financial Officer (“CFO”) of Company and shall report to the Chief Executive Officer of the Company
(the “CEO”) or such other person or persons as may be designated by the CEO.


 






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(b)       Subject
to applicable law and except to the extent (if at all) as may be otherwise set forth
herein in this Agreement, or in the “Articles” or “Bylaws” of the Company (such Articles
and Bylaws hereinafter referred to as the “Company Governing Documents”) Executive shall have:
(i) the executive powers and authority which are necessary to enable him to discharge his duties as Chief Financial Officer
of the Company and (ii) all authority and discretion relating to such CFO position with
respect to the day to day management and operations of the Company. 


 


(c)       Subject
to applicable law and except to the extent (if at all) otherwise set forth in the Company
Governing Documents, Executive shall have the authority, power and discretion to manage and
control administrative, financial and risk management operations including development of financial and operational strategy,
the ongoing development and monitoring of control systems designed to preserve company assets and report accurate financial results
and fiscal functions of the Company in accordance with generally accepted accounting principles issued by the Financial
Accounting Standards Board, the Securities and Exchange Commission, the Public Company Accounting Oversight Board, and other
regulatory and advisory organizations and in accordance with financial management techniques and practices appropriate within
the industry, and to make decisions regarding those matters, and perform any and all other acts
or activities customary or incident to a public company’s principal financial officer and principal accounting officer duties
relating to the management of the Company’s business and to cause all of the foregoing through appropriate officers, employees
or agents of the Company.


 


2.2           Exclusivity.
Executive shall in good faith and consistent with his ability, experience and talent perform his duties, and shall devote all
of his business time and efforts to the performance of such duties; provided, however, that Executive may, so long
as such activities do not interfere or conflict with Executive’s duties hereunder, (i) devote time to his personal investments;
(ii) serve on the boards of, and otherwise render services to, non-profit, civic, charitable or political businesses or organizations;
(iii) serve on the boards of for-profit businesses or organizations, so long as (A) such business or organization is not engaged
in activities competitive with the Company’s business, (B) Executive notifies the CEO in writing of each such board on which
Executive is serving and (C) such business or organization fully indemnifies Executive for his acts and omissions committed while
serving as a director thereof; and (iv) continue to provide services to those entities set forth on Schedule A attached hereto
(the “Approved Entities”) to the extent and limit that Executive previously provided such services, but only
to the extent the provision of such services is not in conflict with, in derogation of and does not materially interfere with,
in any way, Executive’s duties and responsibility to the Company, as shall be determined by the CEO (all of the foregoing
clauses (i) through (iv) being, the “Approved Activities”). Schedule B attached to this Agreement shall also
contain: (x) holdings of at least 5% or more that Executive beneficially owns or controls directly or indirectly in any company
whose shares are eligible to trade in any domestic or foreign securities market; and (y) any holding that Executive beneficially
owns or controls directly or indirectly in any other company or enterprise that competes with the Company; and shall also set
forth (v) all activities, work or consulting not set forth on Schedule A that Executive performs for others. Executive will promptly
notify the CEO and the Board of the Company of any changes or modifications to the foregoing as they occur, but in any event not
later than ten (10) days thereafter (the foregoing clauses (x) through (z) being, the “Noticed Holdings and Payments”).


 






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3.             Compensation
and Benefits. Company shall pay and/or provide the following compensation and benefits to Executive during the term hereof,
and Executive shall accept the same as payment in full for all services rendered by Executive, in his capacity as an officer of
Company, to or for the benefit of Company:


 


3.1           Annual
Salary. An annual base salary of at least $300,000 paid in accordance with the payroll practices of the Company for its executives,
but no less frequently than in monthly installments and subject to such increase(s) as the Board may hereafter approve.


 


3.2           Options.
Upon Company’s Board of Directors (the “Board”) approval, which shall occur as soon as practicable in connection
with Executive’s start date, Executive will be issued an option to purchase 500,000 shares of common stock according to
an Option Agreement in such form customarily used in connection with the Company’s 2011 Equity Incentive Plan (the “Plan”).
The strike price of these options will be based on the closing price per share of the Company’s stock on the NASDAQ at the
close of business on the Executive’s option grant date. The options will vest twenty five percent (25%) on the first anniversary
of the grant date (Executive’s start date), and thereafter in twelve equal installments of six and one quarter percent (6.25%)
on the next twelve quarterly anniversaries of the grant date (Executive’s start date). In the event of a Change in Control,
as defined below, the vesting of all outstanding option awards shall fully accelerate automatically immediately prior to the consummation
of the Change in Control and awards may either be assumed or substituted for or be cancelled in exchange for consideration. If
options will be not assumed or substituted for, the Compensation Committee of the Board must provide written notice not less than
15 days prior to the effective date of the proposed Change in Control.


 


3.3           Bonus.
Executive shall be eligible to receive an annual bonus each year, with the amount of such bonus to be determined in the Board’s
sole discretion, subject to and as further noted below in Section 3.4.


 


3.4           Benefit
Package and Bonus Details. Executive shall be entitled to the following benefits:


 


		●	Three
                                         weeks paid vacation annually, which shall be based on an accrual basis






		●	Paid
                                         sick time per company policy






		●	Paid
                                         holidays per company policy






		●	Paid
                                         life insurance per company policy of not less than $350,000






		●	Short
                                         and long-term disability insurance






		●	401K
                                         tax-sheltered savings plan






		●	Group
                                         health, dental and vision insurance for Executive and Executive’s eligible dependents
                                         paid with employer and employee contributions






		●	Voluntary
                                         Employee Stock Purchase Plan






		●	Executive
                                         Medical Reimbursement Plan



 






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		●	The
                                         Company will reimburse Executive’s prior employer for certain expenses relating
                                         to Executive’s MBA tuition at USC in an amount which is the combination of (i)
                                         $75,000 (the “Base Amount”) and (ii) 50% of the tuition balance in
                                         excess of the Base Amount, but in no event more than $100,000 in the aggregate (the actual
                                         amount paid referred hereinafter as the “Full Tuition Amount”). In
                                         the event Executive voluntarily terminates his employment with the Company (prior to
                                         a Change in Control or without Good Reason after a Change in Control) or is terminated
                                         for Cause (i) during the initial 12 months from the Start Date (the “First Year”),
                                         Executive promptly (within 10 days) shall repay the Company the Full Tuition Amount ,
                                         (ii) if within 12 months after the First Year (the “Second Year”), Executive
                                         promptly (within 10 days) shall repay the Company 2/3 of the Full Tuition Amount and
                                         (iii) if within the first 12 months after the Second Year, Executive promptly (within
                                         10 days) shall repay the Company 1/3 of the Full Tuition Amount.






		●	A
                                         flexible spending account per company policy.






		●	Commuting
                                         - Company will reimburse Executive for reasonable commuting costs (personal car mileage,
                                         train, hotel/apartment and rental car expenses).






		●	Relocation
                                         – none






		●	Legal
                                         fees – Company will reimburse Executive for, or directly pay, any legal/advisory
                                         fees and expenses incurred by Executive related to the review of this Agreement in an
                                         amount not to exceed $5,000.



 


With
respect to Executive’s annual bonus opportunity, Executive will be eligible to participate in the Company’s annual
bonus program. In this connection, Executive will be eligible for an annual cash bonus of up to 35% of his annual base Salary,
or a portion thereof, depending on whether and to what extent specified Company goals are met at the end of the calendar year
as well as such other criteria as the Board in its sole discretion shall determine. For 2018, the annual bonus, if any, will be
pro-rated based on the number of months the Executive provided his professional services to the Company. The bonus incentive program
is provided at the discretion of the Board and may be changed, eliminated or otherwise modified at any time.


 


All
compensation payable to Executive hereunder shall be subject to such deductions for payments to be made to federal, state or local
taxing authorities as Company is from time to time obligated to make pursuant to law, governmental regulations or order. All items
covered in this Section 3.4 are subject to change on an annual basis, except that the bonus incentive program is made available
at the discretion of the Board and may be changed, eliminated or modified at any time as noted above.


 


4.             Representations
and Warranties. Executive represents and warrants to Company that (a) Executive is under no contractual or other restriction
or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other
rights of Company or hereunder, (b) Executive is under no physical or mental disability that would hinder the performance of his
duties under this Agreement, and (c) this Agreement constitutes the valid and binding obligation of Executive, enforceable by
Company and against Executive in accordance with its terms (subject to laws in effect with respect to creditors’ rights
generally and applicable principles relating to equitable remedies). The Company represents and warrants to Executive that (a)
the execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly authorized
by the Company and no further action on the Company’s part is necessary to authorize this Agreement and the performance
of such obligations, and (b) this Agreement constitutes the valid and binding obligation of the Company, enforceable by Executive
against the Company in accordance with its terms (subject to laws in effect with respect to creditors’ rights generally
and applicable principles relating to equitable remedies). 


 






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5.             Insurance
and Indemnification. 


 


5.1           D&O
Insurance. Company shall, at its cost, provide insurance coverage to Executive with respect to (i) director’s and officer’s
liability, (ii) errors and omissions and (iii) general liability, which shall be no less favorable to Executive than that provided
by the Company to any other officer or to any director.


 


5.2           Indemnification.
Company shall indemnify Executive and hold him harmless from and against any and all costs, expenses, losses, claims, damages,
obligations or liabilities (including actual attorney’s fees and expenses) arising out of or relating to any acts, or omissions
to act, made by Executive on behalf of or in the course of performing services for the Company to the same extent provided by
the Company to other officers and directors as in effect on the date of this Agreement, provided that the indemnity afforded by
the Company shall never be greater than that permitted by applicable law. If any claim, action, suit or proceeding is brought,
or claim relating thereto is made, against Executive with respect to which indemnity may be sought against the Company pursuant
to this section, Executive shall notify the Company in writing thereof, and the Company shall have the right to participate in,
and to the extent that it shall wish, in its discretion, assume and control the defense thereof, with counsel satisfactory to
Executive.


 


6.             Termination.


 


6.1           Termination
by the Company without Cause. Company may terminate Executive’s employment with or without Cause (as defined in Section
6.2 below) at any time during the period of Executive’s employment. If Company terminates Executive’s employment without
Cause, Company shall, immediately after the Termination Date (as defined in Section 6.6 below), pay to Executive (i) 12 months
of his base Salary, (ii) annual target cash incentive bonus, in effect on the date of the Executive’s separation from the
Company, (iii) an amount equal to a prorated portion of his target annual bonus for the portion of the calendar year completed
prior to the Termination Date, and shall also pay Executive any amount equal to up to twelve (12) months on an after-tax basis,
of the portion of the Executive’s applicable Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
premiums for such coverage that exceeds the amount that the Executive would have incurred in premiums for such coverage under
the Company’s health plan if then employed by the Company; provided, however, the Company’s obligation
shall only apply to the extent COBRA coverage is elected and in effect during such period for a period of 12 months in equal monthly
installments following such termination (together the “Severance Payments”). Severance Payments made to Executive
shall be in addition to any other benefits earned by Executive or to which Executive was entitled prior to such termination without
Cause including, without limit, any vested stock options, any already earned but unpaid bonus for a prior completed year, any
earned but unused vacation days, and the prompt reimbursement of any expenses incurred by the Executive on behalf of the Company
prior to termination of employment, and any pro-rated bonus. A termination by the Executive for Good Reason shall be treated the
same as a termination by the Company without Cause. “Good Reason” shall include, (a) Executive’s resignation
from employment with the Company after the occurrence of any of the following events without Executive’s consent; (b) a
material diminution in the Executive’s duties, title, or responsibilities from the duties, title, or responsibilities as
of immediately prior to a Change in Control, provided, that a material diminution of the Executive’s duties, title,
or responsibilities shall not be deemed to occur solely because the Company, through a Change in Control, has become a part of
a larger organization; (c) a material reduction in the Executive’s Base Salary from the Base Salary as of immediately prior
to a Change in Control; (d) a relocation of the Executive’s primary place of employment to a geographic area that increases
the commute of the Executive by more than thirty-five (35) miles from the primary place of employment immediately prior to a Change
in Control; or (e) failure of any successor corporation (whether direct or indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform under this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place;
provided, that the foregoing events shall not be deemed to constitute Good Reason unless (i) the Executive has notified
the Company in writing of the occurrence of such event(s) within sixty (60) days of such occurrence, (ii) the Company has failed
to have cure such event(s) within thirty (30) days of its receipt of such written notice, and (iii) the Executive terminates employment
within thirty (30) days of such failure of the Company to cure.


 






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6.2           Termination
for Cause. Termination for “Cause” shall mean termination because of Executive’s (a) willful misconduct
or habitual neglect in the performance of his duties under this Agreement, (b) Executive’s conviction by, or entry of a
plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any felony, (c) material breach of any material
provision of this Agreement that remains uncured ten (10) days following written notice thereof from the Company to Executive
, unless such breach is of a kind not susceptible to cure within such ten (10) day period, in which case Executive shall have
used his commercially reasonable effort to commence cure of such breach within such ten (10) day period and shall have cured such
breach no later than the thirtieth (30th) day following such written notice by the Company, (d) material violation of Company’s
policies, the violation of which by other management employees would be grounds for termination of such other management employees,
and that remains uncured ten (10) days following written notice thereof from the Company, unless such violation is of a kind not
susceptible to cure within such ten (10) day period, in which case Executive shall have used his commercially reasonable effort
to commence cure of such violation within such ten (10) day period and shall have cured such violation no later than the thirtieth
(30th) day following such written notice from the Company, (e) Executive’s perpetration of an intentional and knowing fraud
against or affecting the Company, or any customer, agent, or employee thereof, or (f) material dishonesty, moral turpitude, fraud
or misrepresentation with respect to his material duties under this Agreement. For purposes hereof, no act or failure to act on
Executive’s part shall be “willful” unless done or omitted not in good faith and without actual belief that
the action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to
have been terminated for Cause unless and until there shall have been delivered to him a notice of termination which shall include
a written statement to the effect that Executive was guilty of conduct justifying termination for Cause and specifying the particulars
thereof in detail. Executive shall not have the right to receive compensation or other benefits for any period after termination
for Cause which have not vested or been earned as of the Termination Date. Executive shall have the right to receive compensation
or other benefits which have already vested or been earned as of the Termination Date for Cause, unless payment of such compensation
or benefits is expressly prohibited by the terms of any plan, program or agreement governing such compensation or benefits.


 






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6.3          Termination
by Executive. If Executive terminates his employment with the Company for any reason other than Good Reason set forth in Section
6.1 hereof or if Executive’s employment is terminated as a result of his death, the Company shall pay to Executive, or in
the event of his death, his beneficiary or beneficiaries or his estate, as the case may be, the Salary and prorated annual bonus,
less taxes required to be withheld and other applicable withholdings, earned but unpaid pursuant to Sections 3.1, 3.3 or 3.4 hereof
through the Termination Date and the value of any earned but unused vacation time due to Executive at the Termination Date. Any
such payments due Executive, under this Section 6.3 shall be paid within three business days following the Termination Date, unless
the termination of Executive’s employment was due to his death, in which case, such payment shall be made promptly but no later
than thirty (30) days after the Termination Date. Executive, or, in the event of Executive’s death, Executive’s beneficiary or
beneficiaries, shall not have the right to receive compensation or other benefits for any period after the Termination Date which
have not vested or been earned as of the Termination Date. Executive, or, in the event of Executive’s death, Executive’s beneficiary
or beneficiaries, shall have the right to receive compensation or other benefits which have already vested or been earned as of
the Termination Date, unless payment of such compensation or benefits is expressly prohibited by the terms of any plan, program
or agreement governing such compensation or benefits.


 


6.4          Termination
for Disability. If Executive becomes subject to a mental or physical condition that, in the opinion of the Board, with or
without reasonable accommodation, renders Executive unable or incompetent to carry out his work responsibilities or duties which
Executive had at the time such condition was incurred, (i) which has existed for at least 45 days and (ii) which in the opinion
of a physician selected by the Board may be expected to last for an indefinite duration or for a duration in excess of three (3)
months (a “Disability”), Company may terminate Executive’s employment hereunder as of the Termination
Date specified in a written notice of termination from Company to Executive. If Executive’s employment is terminated by
the Company pursuant to this Section 6.4, the Company promptly following the Termination Date shall pay to Executive, less taxes
required to be withheld and other applicable withholdings, the Salary through the Termination Date and any earned but unused vacation
time due to Executive at the Termination Date. In addition, Executive shall be entitled to receive benefits based on Company’s
applicable disability plans then in effect. Executive shall not have the right to receive compensation or other benefits for any
period after the Termination Date which have not vested or been earned as of the Termination Date. Executive shall have the right
to receive compensation or other benefits which have already vested or been earned as of the Termination Date, unless payment
of such compensation or benefits is expressly prohibited by the terms of any plan, program or agreement governing such compensation
or benefits.


 






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6.5          Termination
on Change in Control. In the event of a Change in Control of the Company (as defined below) during period of Executive’s
employment and termination without cause by buyer or a voluntary resignation for Good Reason, the Executive shall be entitled
to the benefits set forth in Section 6.1 above. For purposes of this Agreement, a “Change in Control” of Company
shall mean the occurrence of any of the following:


 


		(a)	The
                                         acquisition, directly or indirectly, in one transaction or a series of related transactions,
                                         by any person or group (within the meaning of Section 13(d)(3) of the Securities
                                         Exchange Act of 1934, as amended) of the beneficial ownership of securities of the Company
                                         possessing more than fifty percent (50%) of the total combined voting power of all outstanding
                                         securities of the Company; provided, however, that a Change in Control
                                         shall not result upon such acquisition of beneficial ownership if such acquisition occurs
                                         as a result of a public offering of the Company’s securities or any financing transaction
                                         or series of financing transactions;



 


		(b)	The
                                         consummation of a merger or consolidation in which the Company is not the surviving entity,
                                         except for a transaction in which the holders of the outstanding voting securities of
                                         the Company immediately prior to such merger or consolidation hold as a result of holding
                                         Company securities prior to such transaction, in the aggregate, securities possessing
                                         at least fifty percent (50%) of the total combined voting power of all outstanding voting
                                         securities of the surviving entity (or its parent) immediately after such merger or consolidation;



 


		(c)	A
                                         reverse merger in which the Company is the surviving entity but in which the holders
                                         of the outstanding voting securities of the Company immediately prior to such merger
                                         hold, in the aggregate, securities possessing less than fifty percent (50%) of the total
                                         combined voting power of all outstanding voting securities of the Company or of the acquiring
                                         entity immediately after such merger;



 


		(d)	The
                                         sale, transfer, or other disposition (in one transaction or a series of related transactions)
                                         of all or substantially all of the assets of the Company, except for a transaction in
                                         which the holders of the outstanding voting securities of the Company immediately prior
                                         to such transaction(s) receive as a distribution with respect to securities of the Company,
                                         in the aggregate, securities possessing at least fifty percent (50%) of the total combined
                                         voting power of all outstanding voting securities of the acquiring entity (or its parent)
                                         immediately after such transaction(s); or



 


		(e)	Individuals
                                         who, as of the Start Date, constitute the Board (the “Incumbent Board”)
                                         (together with any new directors whose election by such Incumbent Board or whose nomination
                                         by such Incumbent Board for election by the stockholders of the Company was approved
                                         by a vote of at least a majority of the members of such Incumbent Board then in office
                                         who either were members of such Incumbent Board or whose election or nomination for election
                                         was previously so approved but excluding new directors elected in connection with an
                                         actual or threatened proxy contest) cease for any reason to constitute a majority of
                                         the members of such Board then in office.



 






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6.6           Termination
Date. Any termination of Executive’s employment hereunder pursuant to this Article 6, other than a termination as a
result of Executive’s death, shall be effected by written notice of termination. Any written notice of termination shall
indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s employment under the provisions so indicated. The
effective date of any such termination (the “Termination Date”) shall be as follows: in the event of a termination
due to Executive’s death, the date of such death. In the event of termination for any reason other than Executive’s
death, the date specified in the written notice of termination which in no event shall be prior to the date of delivery of such
notice.


 


6.7           D&O
Coverage Rights after Termination of Employment. In the event of the termination of Executive’s employment, Executive
shall continue to be covered by the insurance coverages referred to in Section 5.1 above with respect to any liability claims
and defense expenses relating to actions or inactions that occurred while Executive was an employee of the Company, on a basis
no less favorable to Executive than that provided by the Company to any other officer or any director. In addition, in the event
of such a termination, Executive shall also be fully covered, to the maximum extent permitted by law, by any D&O indemnification
coverages provided by the Company to its officers and directors for a term at least as long as that provided to the Company’s
Chief Executive Officer after termination of employment.


 


7.             Confidentiality.


 


7.1           Nondisclosure.
Executive acknowledges that in the course of employment with the Company, Executive will have access to and will learn confidential
information concerning the Company and its Affiliates. Confidential information includes, but is not limited to: (a) information
about the Company’s and its Affiliates’ customers and suppliers, the terms and conditions under which the Company or its
Affiliates deal with customers and suppliers, pricing information, financing arrangements, research materials, manuals, computer
programs, techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices
of the Company and its Affiliates, all information contained in electronic or computer files, all financial information, salary
and wage information, and any other information that is designated in writing by the Company or its Affiliates as confidential
or that Executive knows or should know is confidential; (b) information provided by third parties that the Company or any
of its Affiliates is obligated to keep confidential; and (c) all other proprietary information of the Company or any of its
Affiliates. Executive acknowledges that all confidential information is and shall continue to be the exclusive property of the
Company, whether or not prepared in whole or in part by Executive and whether or not disclosed to or entrusted to Executive in
connection with employment by the Company. Executive agrees not to disclose confidential information, directly or indirectly,
under any circumstances or by any means, to any third persons without the prior written consent of the Company except as required
by law or in connection with the performance of his duties. Executive agrees that he will not copy, transmit, reproduce, summarize,
quote, or make any commercial or other use whatsoever of confidential information, except as may be necessary to perform work
done by Executive for the Company. Executive agrees to exercise the highest degree of care in safeguarding confidential information
against loss, theft or other inadvertent disclosure and agrees generally to take all reasonable steps necessary or requested by
the Company to ensure maintenance of the confidentiality of the confidential information. Executive agrees in addition to the
specific covenants contained herein to comply with all of the Company’s policies and procedures for the protection of confidential
information.


 






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7.2          Exclusions.
Section 7.1 shall not apply to the following information: (a) information previously, now or hereafter voluntarily disseminated
by the Company or its Affiliates to the public or which otherwise becomes part of the public domain through lawful means; (b) information
known to Executive prior to Executive’s employment with the Company; (c) information received by Executive from third
parties not known by Executive to be subject to a confidentiality agreement with the Company or its Affiliates; or (d) information
which is not principally derived from the business plans and activities of the Company or its Affiliates.


 


7.3          Confidential
Proprietary and Trade Secret Information of Others. Executive represents that he has disclosed to the Company any commitment
to which Executive is or has been a party regarding the confidential information of others and Executive understands that Executive’s
employment by the Company will not require Executive to breach any such agreement. Executive will not disclose such confidential
information to the Company nor induce the Company to use any trade secret proprietary information received from another under
an agreement or understanding prohibiting such use or disclosure.


 


7.4          No
Unfair Competition. Executive hereby acknowledges that the sale or unauthorized use or disclosure of any of the Company’s
or its Affiliates’ confidential information (as described in Section 7.1 above and subject to the exceptions set forth in Section
7.2 above) obtained by Executive by any means whatsoever, at any time before, during, or after the Term shall constitute unfair
competition. Executive shall not engage in any unfair competition with the Company or its Affiliates either during his employment
at the Company or at any time thereafter.


 


8.             Company’s Ownership in Employee’s Work.


 


8.1           Company’s
Ownership. Executive agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes,
and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during and in
connection with Executive’s employment with the Company, either alone or jointly with others, that are conceived or developed
on the Company’s time and using the Company’s facilities, and that relate to the Company and its business shall be
owned exclusively by the Company, and Executive hereby assigns to the Company all Executive’s right, title, and interest
in all such intellectual property. Executive agrees that the Company shall be the sole owner of all domestic and foreign patents
and all rights pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary
or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights referred
to above, including, without limitation, the execution of any assignments, patent applications, or other documents that the Company
may reasonably request relating thereto. This provision is intended to apply only to the extent permitted by applicable law.


 


8.2           Return
of Company’s Property and Materials. Upon termination of employment with the Company, Executive shall deliver to the
Company all Company property and materials that are in Executive’s possession or control, including any information described
as confidential information pursuant to this Agreement and including all other information relating to any inventions, discoveries,
improvements, trade secrets, formulae, processes, or know-how of Company, subject, with respect to confidential information, to
the exceptions stated in Section 7.2 above.


 






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8.3           Ventures.
If Executive, during employment with the Company, is engaged in or associated with the planning or implementation of any project,
program, or venture involving the Company and any third parties, all rights in the project, program, or venture shall belong to
the Company, and Executive shall not be entitled to any interest therein or to any commission, finder’s fee, or other compensation
in connection therewith other than the salary and other benefits to be paid or provided to Executive as provided in this Agreement
unless otherwise expressly mutually agreed in writing by the Company and Executive.


 


9.             General
Relationship. Executive shall be considered an employee of the
Company within the meaning of all federal, state and local laws and regulations including, but
not limited to, laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor
and taxes.


 


10.           Non-Solicitation.



 


10.1         Executive
agrees, in consideration of the Company’s agreeing to obligate itself to make the
Severance Payments on the terms and subject to the conditions set forth herein, Executive, except as may be otherwise expressly
set forth herein, will not during the Restricted Period (as defined below):


 


(a)       directly
or indirectly knowingly solicit any person who is a current or prospective customer of the Company in respect of any Restricted
Business (as defined below), except on behalf of the Company; or


 


(b)       knowingly
induce or attempt to induce (other than in connection with a Board-approved reduction in force) any employee of the Company to
terminate his or her association with the Company, or, except on behalf of the Company, knowingly solicit any such employee as
an independent contractor, employee or other service provider, provided that a published general solicitation ad shall not be
treated as a solicitation for this purpose.


 


For
purposes hereof, “Restricted Business” means, collectively, the specific businesses engaged in by the Company
as of the date hereof or during the period of Executive’s employment and, “Restricted Period” means the
period starting with such date as Executive’s employment hereunder is terminated for any reason and ending 12 months from
such termination.


 


11.           Miscellaneous.


 


11.1         Entire
Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and
supersedes all existing agreements between them concerning such subject matter.


 


11.2         No
Assignment. This Agreement may not be assigned by the Company or Executive without the prior written consent of the other
party (which consent may be granted or withheld by such person in its sole and absolute discretion), and any attempt to assign
rights and duties without such written consent shall be null and void and of no force and effect. Subject to the preceding sentence,
this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.


 






     11


    


    

 


11.3         Survival.
The covenants, agreements, representations and warranties contained in or made pursuant to this Agreement shall survive Executive’s
termination of employment, irrespective of any investigation made by or on behalf of any party.


 


11.4         Third
Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement.


 


11.5         Waiver.
The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall
in no way affect such party’s rights thereafter to enforce the same, nor shall the waiver by either party of any breach
of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof.


 


11.6         Section
Headings. The headings of the several sections in this Agreement are inserted solely for the convenience of the parties and
are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.


 


11.7       Notices.
All notices and other communications required or permitted under this Agreement shall be in writing, served personally on, telecopied,
sent by courier or other express private mail service, by email, or mailed by certified, registered or express United States mail
postage prepaid, and shall be deemed given upon receipt if delivered personally, telecopied, delivered by email, or sent by courier
or other express private mail service, or if mailed when actually received as shown on the return receipt. Notices shall be addressed
as follows:


 


(a)       If
to the Company, to:


 


Second
Sight Medical Products, Inc.





12744
San Fernando Road

Suite 400

Sylmar, California 91342





Telephone:
(818) 833-5000





Facsimile:
(818) 833-5067


 


With
a copy (not constituting notice) to:


 


Aaron
A. Grunfeld





Law
Offices of Aaron A. Grunfeld & Associates





11111
Santa Monica Boulevard





Suite
1840





Los
Angeles, California 90025





Telephone:
(310) 788-7577


 






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(b)       If
to Executive, to:





 


John
T. Blake





[                      ]





[                      ]





Telephone:
(    ) [               ]


 


With
a copy (not constituting notice) to:


 


Brian
T. Foley





Brian
Foley & Co., Inc.





1
North Broadway, Suite 411





White
Plains, NY 10601





Telephone:
(914) 946-9700


 


Either
party may change its address (and/or the above “copy to” information) for purposes of this Section by giving to each
other, in the manner provided herein, a written notice of such change.


 


11.8       Severability.
All sections, clauses and covenants contained in this Agreement are severable, and in the event any of them shall be held to be
invalid by any court, this Agreement shall be interpreted as if such invalid sections, clauses or covenants were not contained
herein.


 


11.9       Applicable
Law. This Agreement is made with reference to the laws of the State of California, shall be governed by and construed in accordance
therewith, without regard to conflict of law principles, and any court action brought under or arising out of this Agreement shall
be brought in any competent court within the State of California, County of Los Angeles, or such other courts in the State of
California wherein the principal place of business of Company is located.


 


11.10       Arbitration.
The parties hereto agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that
are not resolved by mutual agreement shall be submitted to final and binding arbitration before JAMS/ENDISPUTE, or its successor,
pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called
for in this Agreement by filing a written demand for arbitration with JAMS/ENDISPUTE, with a copy to the other party. The arbitration
will be conducted in accordance with the provisions of JAMS/ENDISPUTE’s Comprehensive Arbitration Rules and Procedures
in effect at the time the demand for arbitration is filed. The parties will cooperate with JAMS/ENDISPUTE and with one another
in selecting an arbitrator from JAMS/ENDISPUTE’s panel of neutrals, and in scheduling the arbitration proceedings. The parties
covenant that they shall participate in the arbitration in good faith. The provisions of this Section 11.10 may be enforced, consistent
with Section 11.9, by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of
all costs, fees and expenses, including attorney’s fees, to be paid by the party against whom enforcement is ordered. All
arbitration proceedings shall be held in Los Angeles, California.


 


11.11       Attorneys’
Fees. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or because of
any alleged dispute, breach, default or misrepresentation in connection with this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys’ fees and other costs it incurred in that action or proceeding, in addition
to any other relief to which it may be entitled.


 






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11.12       Gender.
Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular
shall include the plural, and vice versa, and the word “person” shall include any corporation, firm, partnership or
other form of association.


 


11.13       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement.


 


11.14       Amendments;
Waivers. This Agreement may be amended, supplemented or changed, and any provision hereof may be waived, only by a written
instrument making specific reference to this Agreement signed by (a) the party against whom enforcement of any such amendment,
supplement, modification or waiver is sought, and (b) the Company. No action taken pursuant to this Agreement, including any investigation
by or on behalf of any party hereto or the Company, shall be deemed to constitute a waiver by the Person taking such action of
compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto and/or the
Company of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of
such breach or as a waiver of any other or subsequent breach. No failure on the part of any party hereto and/or the Company to
exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of such right, power or remedy by such Person preclude any other or further exercise thereof or the exercise
of any other right, power or remedy.


 


11.15       Compliance
with IRC Section 409A. All rights hereunder which Executive has with respect to separation pay compensation and benefits,
including Severance Payments and any other benefit made to Executive with respect to Termination with Cause or Termination with
Good Reason (collectively “Severance Package”), are intended to comply with the requirements of Section 409A of the
Internal Revenue Code, as amended to date (the “IRC”) and the regulations thereunder (“Section 409A”),
and shall in all respects be administered in accordance with Section 409A.


 


Notwithstanding
anything in this Agreement to the contrary, payments that are subject to Section 409A may only be made under this Agreement upon
an event and in a manner permitted by Section 409A or an applicable exemption.


 


If
and to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
for purposes of Section 409A, such reimbursements or other in-kind benefits shall be made or provided in accordance with the requirements
of Section 409A including, where applicable, the requirement that (a) any reimbursement shall be for expenses incurred during
the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (b) the amount of expenses eligible
for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement,
or in kind benefits to be provided, in any other calendar year, (c) the reimbursement of an eligible expense shall be made on
or before the last day of the calendar year following the year in which the expense is incurred, and (d) the right to reimbursement
or in kind benefits is not subject to liquidation or exchange for another benefit.


 






     14


    


    

 


Notwithstanding
anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant
to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred
compensation under Code Section 409A, and the final regulations and any guidance promulgated thereunder (together, the “Deferred
Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning
of Section 409A.


 


Similarly,
no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant
to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service”
within the meaning of Section 409A.


 


Notwithstanding
anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A
at the time of Executive’s termination (other than due to death), then the Deferred Payments that are payable within the
first six months following Executive’s separation from service, will become payable on the first payroll date that
occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent
Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.


 


Notwithstanding
anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six month
anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump
sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be
payable in accordance with the payment schedule applicable to each payment or benefit.


 


Each
payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2)
of the applicable Treasury Regulations.


 


Any
amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section
1.409A-1(b)(4) of the applicable Treasury Regulations will not constitute Deferred Payments for purposes of this provision.


 


Any
amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant
to Section 1.409A-1(b)(9)(iii) of the applicable Treasury Regulations that does not exceed the Section 409A Limit (as defined
below) will not constitute Deferred Payments for purposes of this provision.


 


For
this purpose, unless and until IRC Section 409A is amended, the “Section 409A Limit” shall mean two (2) times the
lesser of: (i) Executive’s annualized compensation based on the annual rate of pay paid to Executive during the Executive’s
taxable year preceding the Executive’s taxable year of his separation from service as determined under Treas. Reg. Section
1.409A-1(b)(9)(iii) and any IRS guidance issued with respect thereto, or (ii) the maximum amount that may be taken into account
under a qualified plan pursuant to IRC Section 401(a)(17) for the year in which the Executive’s separation from service
occurred.


 






     15


    


    

 


The
foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits
to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply.


 


The
Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable
actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to
actual payment to Executive under Section 409A.


 


11.16       No
Mitigation or Offset Obligations. Executive will not be required to mitigate the amount of any severance or other payment
contemplated by this Agreement, nor will any future earnings that Executive may receive from any other source reduce or otherwise
offset any such severance or other payment payable under this Agreement.


 


11.17       Compliance
with IRC Sections 280G and 4999. In the event that the cash severance, any accelerated equity vesting or payouts and other
benefits provided for in this Agreement or otherwise payable to Executive following a Change in Control (together the “CIC
Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but
for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then such severance benefits, accelerated
equity vesting or payouts and/or other benefits will be either: (a) delivered in full, or (b) delivered as to such lesser extent
as would result in no portion of such CIC payments being subject to the excise tax under Section 4999 of the Code, whichever of
the foregoing (a) or (b) approaches, taking into account the applicable Federal, state and local income taxes and the excise tax
imposed by Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of such severance
benefits, accelerated equity award vesting or payouts and other benefits, notwithstanding that all or some portion of such severance
benefits or such other items may be taxable under Section 4999 of the Code.


 


If
a reduction in the severance and other benefits and/or accelerated equity award vesting or payouts constituting “parachute
payments” is necessary so that no portion of such severance benefits and such payouts is subject to the excise tax under
Section 4999 of the Code (because that will maximize the amounts payable to Executive after such taxes), the reduction will occur
in the following order: (a) reduction of the cash severance payments; (b) cancellation of accelerated vesting of equity awards;
and (c) reduction of continued employee benefits.


 


In
the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled
in the reverse order of the date of grant of Executive’s equity awards.


 


A
nationally recognized certified public accounting firm selected by the Company or such other person or entity on which the parties
mutually agree (the “Certifying Firm”) will perform the foregoing calculations related to the Excise Tax. The
Company will bear all expenses with respect to the determinations by the Certifying Firm required to be made hereunder.


 






     16


    


    

 


For
purposes of making the calculations required by this Section, the Certifying Firm may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections
280G and 4999. The Company and Executive will furnish to the Certifying Firm such information and documents as the Certifying
Firm may reasonably request in order to make a determination under this provision.


 


The
Certifying Firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting
documentation, to the Company and Executive within 20 calendar days after the date on which Executive’s right to the severance
benefits, accelerated equity award payouts or other payments is triggered (if requested at that time by the Company or Executive)
or such other time as requested by the Company or Executive. Any good faith determinations of the Certifying Firm made hereunder
will be final, binding, and conclusive upon the Company and Executive.


 


11.18       Release.
As a condition of receiving the Severance Package, (i) Executive must timely execute and deliver to the Company a general release
and waiver of claims (in a form reasonably acceptable to the Company) within forty-five (45) days of the Executive’s “separation
from service” within the meaning of Section 409A, (ii) the Executive must not revoke such release, and (iii) the Executive
must comply with the terms and restrictive covenants set forth in the release. Notwithstanding anything to the contrary set forth
in this Agreement any payment that would otherwise have been made but that is conditioned upon the execution and effectiveness
of the release shall not be made or provided until the sixtieth (60th) day following the date of such qualifying
termination. In the event the Executive breaches one or more of such restrictive covenants, the Executive will forfeit any such
Severance Package that have not been paid or provided to the Executive and must repay to the Company the amount (or equivalent
cash value) of any such Severance Package that have been paid to Executive.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth.





	 	 	 
	 	COMPANY
	 	 	 
	 	SECOND SIGHT MEDICAL PRODUCTS, INC.
	 	 	 
	 	By:	 /s/
    Will McGuire
	 	Will McGuire, Chief Executive Officer
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	John
    T. Blake
	 	 /s/
    John T. Blake




 






     17


    


    

 


Schedule
A


 


Approved
Entities


 


NONE


 






     18


    


    

 


Schedule
B


 


Approved
Activities 



NONE


 



19