UNITED STATES


UNANIMOUS
WRITTEN CONSENT OF DIRECTORS

OF

NATCORE TECHNOLOGY, INC.


          The
undersigned persons, being ail the members of the Board of Directors of Natcore
Technology, Inc., a corporation
organized and existing under the laws of the Province of British Columbia (the
“Corporation”), sign this instrument
in lieu of holding a special meeting of the Board of Directors (the “‘Board’’)
to evidence their consent to the
resolutions set forth below, with the same force and effect as if such
resolutions were adopted at a duly called meeting of the Board.


          WHEREAS, that the employment contract for the
Corporation’s current President and Chief Executive Officer, Charles R.
Provini (“Employee”) expires on May 8, 2012; and


          WHEREAS, the Board of Directors has determined to
continue Employee’s employment by the Company pursuant to the terms and conditions of the Employment Agreement
attached hereto as Exhibit A (the “Employment Agreement”); and


          WHEREAS,
the Compensation Committee of the Board has approved the attached Employment Agreement, and Employee has informed that Board
that the terms and conditions set forth therein are acceptable to Employee;


          NOW,
THEREFORE, BE IT:


          RESOLVED, that the Employment Agreement, as
attached hereto as Exhibit A, is hereby approved and adopted in the form
reviewed by the Board; and be it further


          RESOLVED, that the proper officers of the
Corporation be. and hereby are, authorized, empowered, and directed to
prepare, enter into, execute, and deliver the Employment Agreement to Charles
R. Provini for his execution thereof; and be it further


GENERAL
AUTHORIZATION AND RATIFICATION


          RESOLVED,
that the execution by any of said officers, of any document authorized by the
foregoing resolutions or any documents executed in the accomplishment of any
action or actions so authorized, is (or shall become upon delivery) the enforceable and binding act and obligation of
the Corporation, without the necessity of the signature or attestation of
the corporate seal; and be it further


          RESOLVED,
that all acts, transactions, or agreements undertaken prior to the adoption of
these resolutions by any of the
officers or representatives of the Corporation in its name in connection with
the foregoing matters are hereby ratified, confirmed and adopted by the
Corporation; and be it further


          RESOLVED,
that this Written Consent is ordered added to the Minute Book of the
Corporation.


          EXECUTED
this 4th day of April 2012.


	
  

 	
  

 
	
  

 	
 

 
	
  

 	 

 
	
  

 	
 Brien F. Lundin, Director

 
	
  

 	
  

 
	
  

 	
 

 
	
  

 	 

 
	
  

 	
 John Meekison, Director

 
	
  

 	
  

 
	
  

 	
 

 
	
  

 	 

 
	
  

 	
 John Calhoun. Director

 










EMPLOYMENT AGREEMENT


          This
Employment Agreement (this “Agreement”) is entered into on April 5, 2012
(the “Effective Date”) by and between NATCORE
TECHNOLOGY INC., (hereinafter the “Company”), a company incorporated
pursuant to the laws of the Province of British Columbia and having an office located at located at 87
Maple Avenue, Red Bank, New Jersey, USA, 07701 (the “Company”),
and Charles R. Provini, a resident
of the State of New Jersey residing at 47 Club Way, Red Bank, New Jersey 07701
(“Executive”).


          WHEREAS, the Company desires to employ Executive
and Executive wishes to provide his services to the Company, subject to the
terms and conditions set forth in this Agreement.


          In consideration of the foregoing premises and
the respective agreements of the Company and Executive set forth below,
the Company and Executive, intending to be legally bound, agree as follows:


               1.
Employment. Subject to all the terms and conditions of
this Agreement, Executive’s period of employment under this Agreement shall be
the period commencing on the Effective Date and ending on the second
anniversary of the Effective Date (the “Term”), unless the Executive’s
employment terminates earlier in accordance with Section 11 hereof.


               2.
Position
and Duties.


               (a) Position with the Company. While Executive is employed by the Company
during the Term, Executive will serve as President and Chief Executive Officer,
and shall perform such duties and responsibilities as the Board of Directors of
the Company (the “Board”)
will assign to him from time to
time. In the capacity of President and Chief Executive Officer, Executive
shall have the functions, duties and responsibilities customarily associated
with the positions Executive holds, subject to instructions and restrictions
imposed by the Bylaws of the Company, the Board of Directors, or applicable law
or regulation.


               (b) Performance of Duties and Responsibilities. Executive will serve the Company faithfully
and to the best of his ability and will devote his full time, attention and
efforts to the business of the Company during his employment. Executive will report
to the Board of Directors of the Company or
to such other party that may be designated by the Board. During his
employment hereunder, Executive will not accept other employment or engage in
other material business activity, except as approved in writing by the Board.
Executive hereby represents and confirms
that he is under no contractual or legal commitments that would prevent him
from fulfilling his duties and responsibilities as set forth in this Agreement.


               3. Compensation.


               (a) Base Salary. While Executive is
employed by the Company during the Term,
the Company will pay to Executive an annual base salary of $275,000, less
deductions and withholdings, which base salary will be paid in
accordance with the Company’s normal payroll policies and procedures. During
each year after the first year of Executive’s employment hereunder, the Board will review and 






may increase (but not reduce) Executive’s base salary in
its sole discretion; provided, however, that the Company may reduce Executive’s
base salary if such reduction
is part of a general, pro-rata reduction in the base salaries of all executives
of the Company implemented as a result of
financial problems experienced by the Company.


               (b) Bonus. While Executive is employed by the Company during the Term, Executive will be entitled to receive bonuses
pursuant to any bonus plan approved by the Board.


               (c) Employee Benefits. While Executive is
employed by the Company during the
Term, Executive will be entitled to participate in all employee benefit plans
and programs of the Company to the extent that Executive meets the eligibility
requirements for each individual plan or program. The Company provides no
assurance as to the adoption or continuance of any particular employee benefit
plan or program, and Executive’s participation in any such plan or program will
be subject to the provisions, rules and regulations applicable thereto.


               (d) Expenses. While Executive is employed by the Company during the Term, the
Company will reimburse Executive for all reasonable and necessary out-of-pocket
business, travel and entertainment expenses incurred by Executive in the
performance of the duties and responsibilities hereunder, subject to the Company’s
normal policies and procedures for expense verification and documentation.


               (e)
Vacation. While Executive is employed by the Company
during the Term, Executive will receive 15
business days paid vacation time off, such time to be taken with the
approval of the Board, at such times so as not to disrupt the operations of the
Company.


               (f) Options. Executive shall also be entitled to receive options to purchase up to
Five Hundred Thousand (500,000) shares of the Company’s common stock (the
“Stock Options”) as follows: Executive shall receive Stock Options to purchase
One Hundred Thousand (100,000) shares of the Company’s common stock upon the
Company’s receipt of One Million Dollars ($1,000,000) of net revenue during the
Term of Executive’s employment, and Executive shall receive Stock Options to
purchase One Hundred Thousand (100,000) shares of the Company’s common stock
for each additional One Million Dollars ($1,000,000) of net revenue received by
the Company during the Term of Executive’s employment (up to a maximum of Five
Hundred Thousand (500,000) shares of the Company’s common stock). Options
granted under this incentive plan will be priced at the lowest possible strike
price approved by the Toronto Venture Exchange at the time of the grant.


               4. Affiliated Entities. As used in this
Agreement, “Affiliates” includes
the Company and each
corporation, partnership, or other entity which controls the Company, is
controlled by the Company, or is under common control with the Company (in each
case “control” meaning the direct
or indirect ownership of 50% or more of all outstanding equity interests).


               5. Confidential Information. Except as permitted by the Company,
Executive will not at any time divulge, furnish or make accessible to anyone or
use in any way


2






other
than in the ordinary course of the business of the Company or its Affiliates,
any confidential, proprietary or secret
knowledge or information of the Company or its Affiliates that Executive
has acquired or will acquire about the Company or its Affiliates, whether
developed by himself or by others, concerning (i) any trade secrets, (ii) any
confidential, proprietary or secret designs, programs, processes, formulae,
plans, devices or material (whether or not patented
or patentable) directly or indirectly useful in any aspect of the business of
the Company or of its Affiliates, (iii) any customer or supplier lists,
(iv) any confidential, proprietary or secret development or research work, (v)
any strategic or other business, marketing or sales plans, (vi) any financial
data or plans, or (viii) any other confidential or proprietary information or
secret aspects of the business of the Company or of its Affiliates. Executive
acknowledges that the above-described knowledge and information constitutes a
unique and valuable asset of the Company
and represents a substantial investment of time and expense by the Company, and
that any disclosure or other use of such knowledge or information other
than for the sole benefit of the Company or its Affiliates would be wrongful
and would cause irreparable harm to the Company.
Executive will refrain from intentionally committing any acts that would
materially reduce the value of such knowledge or information to the Company
or its Affiliates. The foregoing obligations of confidentiality shall not apply
to any knowledge or information that (i) is now or subsequently becomes
generally publicly known, other than as a direct or indirect result of the breach of this Agreement, (ii) is
independently made available to Executive in good faith by a third party
who has not violated a confidential relationship with the Company or its
Affiliates, or (iii) is required to be disclosed by law or legal process.
Executive understands and agrees that his obligations under this Agreement to
maintain the confidentiality of the Company’s confidential information are in
addition to any obligations of Executive under applicable statutory or common
law.


               6.
Ventures. If, during Executive’s employment with the
Company, Executive is engaged in or provides input into the planning or
implementing of any project, program or
venture involving the Company, all rights in such project, program or venture
belong to the Company. Except as approved in writing by the Board of
Directors of the Company, Executive will
not be entitled to any interest in any such project, program or venture or to
any commission, finder’s fee or other compensation in connection
therewith. Executive will have no interest,
direct or indirect, in any customer or supplier that conducts business with the
Company.


               7.
Noncompetition
and Nonsolicitation Covenants.


               (a) Agreement Not to Compete. During
Executive’s employment with the Company or any Affiliates and for a period of
12 consecutive months from and after the termination of Executive’s employment,
whether such termination is with or without cause, or whether such termination
is at the instance of Executive or the Company, Executive will not, directly or
indirectly, engage in any business, in the State of New Jersey or in any other
location in which the Company is then doing business, for the development,
sale, service, or distribution of process or equipment for the manufacture of
solar panels (or any component thereof) or other alternative energy technology
products or any similar business that is competitive with the businesses of the
Company or its Affiliates, including without limitation as a proprietor,
principal, agent, partner, officer, director, stockholder, employee, member of
any association, consultant or otherwise. Ownership by Executive, as a passive
investment, of less than 2.5% of


3






the outstanding shares of capital stock of any
corporation listed on a national securities exchange or publicly traded in the over-the-counter
market shall not constitute a breach of this Section 7(a).


               (b)Agreement
Not to Hire. During
Executive’s employment with the Company or any Affiliates and for a period of
12 consecutive months from and after the termination of Executive’s employment,
whether such termination is with or without cause, or whether such termination
is at the instance of Executive or the Company, Executive will not, directly or indirectly, hire, engage or solicit
any person who is then an employee or contractor of the Company or who
was an employee of the Company at any time during the six-month period
immediately preceding Executive’s termination of employment, in any manner or
capacity, including without limitation as a proprietor, principal, agent,
partner, officer, director, stockholder,
employee, member of any association, consultant or otherwise.


               (c) Agreement Not to Solicit. During Executive’s employment with the
Company or any Affiliates and for a period of 12 consecutive months from and
after the termination of executive’s employment, whether such termination is
with or without cause, or whether such termination is at the instance of
Executive or the Company, Executive will not, directly
or indirectly, solicit, request, advise or induce any current or potential
customer, supplier or other business contact of the Company to cancel,
curtail or otherwise adversely change its relationship with the Company, in any
manner or capacity, including without limitation as a proprietor, principal,
agent, partner, officer, director, stockholder, employee, member of any
association, consultant or otherwise.


               (d) Acknowledgment. Executive hereby acknowledges that the
provisions of this Section 7 are reasonable and necessary to protect the
legitimate interests of the Company and that any violation of this Section 7 by
Executive will cause substantial and irreparable harm to the Company to such an
extent that monetary damages alone would be an inadequate remedy therefor.


               (e) Blue Pencil Doctrine. If the duration of, the scope of or any
business activity covered by any provision of this Section 7 is in excess of
what is determined to be valid and enforceable under applicable law, such provision
will be construed to cover only that duration, scope or activity that is
determined to be valid and enforceable. Executive hereby acknowledges that this Section 7 will be given
the construction which renders its provisions valid and enforceable to
the maximum extent, not exceeding its express terms, possible under applicable
law.


               8. Patents, Copyrights and Related Matters.


               (a) Disclosure and Assignment.
Executive must immediately disclose to the Company any and all improvements and
inventions that Executive may conceive and/or reduce to practice individually
or jointly or commonly with others while he is employed with the Company or any
of its Affiliates with respect to (i) any methods, processes or apparatus
concerned with the development, use or production of any type of products,
goods or services sold or used by the Company or its Affiliates, and (ii) any
type of products, goods or services


4






sold
or used by the Company or its Affiliates. Any such improvements and inventions
will be the sole and exclusive property of
the Company and Executive shall immediately assign, transfer and set
over to the Company his entire right, title and interest in and to any and all
of such improvement and inventions as are specified in this Section 8(a), and
in and to any and all applications for letters patent that may be filed on such
inventions, and in and to any and all letters patent that may issue, or be
issued, upon such applications. In connection therewith and for no additional compensation therefor, but at
no expense to Executive, Executive will sign any and all instruments
deemed necessary by the Company for:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the
 filing and prosecution of any applications for letters patent of the United
 States or of any foreign country that the Company may desire to file upon
 such inventions as are specified in this Section 8(a);

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the filing and prosecution of any divisional,
 continuation, continuation-in-part or reissue applications that the Company may desire to file upon
 such applications for letters patent; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 the
 reviving, re-examining or renewing of any of such applications for letters
 patent.

 


This
Section 8(a) will not apply to any invention for which no equipment, supplies,
facilities, confidential, proprietary or
secret knowledge or information, or other trade secret information of the
Company was used and that was developed entirely on Executive’s own time, and
(i) that does not relate (A) directly to the business of the Company, or (B) to
the Company’s actual or demonstrably
anticipated research or development, or (ii) that does not result from any work
performed by Executive for the Company.


               (b)
Copyrightable Material. All right, title and interest in all
copyrightable material that Executive shall conceive or originate individually
or jointly or commonly with others, and that arise in connection with
Executive’s services hereunder or knowledge of confidential and proprietary
information of the Company, will be the property of the Company and are hereby
assigned by Executive to the Company of its Affiliates, along with ownership of
any and all copyrights in the copyrightable material. Where applicable, works
of authorship created by Executive relating to the Company or its Affiliates
and arising out of Executive’s knowledge of confidential and proprietary
information of the Company shall be considered “works made for hire,” as
defined in the U.S. Copyright Act, as amended.


               9.
Return of Records and Property. Upon termination of Executive’s
employment or at any time upon the Company’s request, Executive will promptly
deliver to the Company any and all Company and Affiliate records and any and
all Company and Affiliate property in his possession or under his control,
including without limitation manuals, books, blank forms, documents, letters,
memoranda, notes, notebooks, reports, printouts, computer disks, computer
tapes, source codes, data, tables or calculations and all copies thereof,
documents that in whole or in part contain any trade secrets or confidential,
proprietary or other secret information of
the Company or its Affiliates and all copies thereof, and keys, access cards, access
codes, passwords, credit cards, personal computers, telephones and other
electronic equipment belonging to the Company or its Affiliates.


5






               10.
Remedies. Executive acknowledges that it would be
difficult to fully compensate the Company for monetary damages resulting from
any breach by him of the provisions hereof. Accordingly, in the event of any
actual or threatened breach of any such provisions, the Company will, in
addition to any other remedies it may have, be entitled to injunctive and other
equitable relief to enforce such provisions, and such relief may be granted
without the necessity of proving actual monetary damages.


               11.
Termination
of Employment.


               (a) The Executive’s employment with the
Company will terminate immediately upon:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Executive’s
 receipt of written notice from the Company of the termination of his
 employment, effective as of the date indicated in such notice, with such
 notice provided to Executive no less than thirty (30) days before the
 effective date, except in the event that Executive is being terminated for
 Cause, in which case no prior notice shall be required;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 The
 Company’s receipt of Executive’s written resignation from the Company, effective as of the date indicated in
 such resignation, with such notice provided to the Company no less than
 thirty (30) days before the effective date;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Executive’s
 Disability (as defined below); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Executive’s
 death.

 


               (b) The date upon which Executive’s
termination of employment with the Company occurs is the “Termination Date.”


               12.
Payments
upon Termination of Employment.


               (a) If Executive’s employment with the Company is
terminated by the Company by any reason other than for Cause (as defined
below), the Company will pay to Executive
an amount equal to Executive’s current base salary, less applicable
withholdings, for a period of three (3) months following the Termination
Date.


               (b) The Company will pay to
Executive or his beneficiary or his estate, as the case may be, his base salary through the
Termination Date if Executive’s employment with the Company is terminated by
reason of:


6









	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Executive’s abandonment of
 his employment or Executive’s resignation for any reason;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 termination of Executive’s
 employment by the Company for Cause (as defined below); or

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Executive’s Disability or
 death,

 


               (c) “Cause” hereunder means:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 an
 act or acts of dishonesty undertaken by Executive and intended to result in personal gain or enrichment of Executive or
 others at the expense of the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 unlawful
 conduct or gross misconduct that is willful and deliberate on Executive’s
 part and that, in either event, is injurious to the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 the conviction of Executive of a felony;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 failure
 of Executive to perform his duties and responsibilities hereunder or to
 satisfy his obligations as an officer or employee of the Company; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 breach
 of any terms and conditions of this Agreement by Executive.

 


               (d) “Disability” hereunder means the
inability of Executive to perform on a full-time basis the duties and
responsibilities of his employment with the Company by reason of his illness or
other physical or mental impairment or condition, if such inability continues
for an uninterrupted period of 90 days or
more during any 180-day period. A period of inability is “uninterrupted” unless
and until Executive returns to full-time work for a continuous period of at least
30 days.


               (e) In the event of termination of Executive’s
employment, the sole obligation of the
Company under this Agreement will be its obligation to make the payments called
for by Sections 12(a) or 12(b) hereof, as the case may be, and the
Company will have no other obligation to Executive or to his beneficiary or his
estate, except as otherwise provided by law, under
the terms of any other applicable agreement between Executive and the Company
or under the terms of any employee benefit plans or programs then maintained by
the Company in which Executive participates.


               (f) Notwithstanding the
foregoing provisions of this Section 12, the Company will not be obligated to make any payments to
Executive under Section 12(a) hereof unless Executive has signed a release of
claims in favor of the Company and its Affiliates in a form to be prescribed by
the Board, all applicable consideration and rescission periods provided by law shall have expired, and is in strict compliance
with the terms of this Agreement as of the dates of such payments.


               (g) Following Executive’s termination from the
Company for whatever reason Executive shall not directly or indirectly,
disparage, defame or discredit the Company


7






(including,
but not limited to any officer, director, employee, consultant, or affiliate
thereof) or engage in any activity that would have the effect of disparaging,
defaming or discrediting the Company (or any officer, director, employee,
consultant, or affiliate thereof).


               13. Miscellaneous.


               (a) Governing Law. All matters relating to the interpretation,
construction, application, validity and
enforcement of this Agreement will be governed by the laws of the State of
Delaware without giving effect to any choice or conflict of law provision or
rule, whether of the State of Delaware or any other jurisdiction, that would
cause the application of laws of any jurisdiction other than the State of
Delaware.


               (b) Jurisdiction and Venue. Executive and the Company consent to
jurisdiction of the courts of the State of New Jersey and/or the federal
district courts, District of New Jersey, for the purpose of resolving all
issues of law, equity, or fact, arising out of or in connection with this
Agreement. Any action involving claims of a breach of this Agreement must be
brought in such courts. Each party consents to personal jurisdiction over such
party in the state and/or federal courts of New Jersey and hereby waives any
defense of lack of personal jurisdiction. Venue, for the purpose of all such
suits, will be in Essex County, State of New Jersey.


               (c) Entire Agreement. This Agreement contains the entire
agreement of the parties relating to Executive’s employment with the Company
and supersedes all prior agreements and understandings with respect to such
subject matter, and the parties hereto have made no agreements, representations
or warranties relating to the subject matter of this Agreement that are not set
forth herein.


               (d) No Violation of Other Agreements. Executive hereby represents and agrees that
neither (i) Executive’s entering into this Agreement nor (ii) Executive’s
carrying out the provisions of this Agreement, will violate any other agreement
(oral, written or other) to which Executive is a party or by which Executive is
bound.


               (e) Amendments. No amendment or modification of this Agreement will be deemed effective unless made in writing and
signed by the parties hereto.


               (f) No Waiver. No term or condition of this Agreement will be deemed to have been
waived, except by a statement in writing signed by the party against whom enforcement of the waiver is sought. Any written
waiver will not be deemed a continuing waiver unless specifically
stated, will operate only as to the specific term or condition waived and will
not constitute a waiver of such term or condition for the future or as to any
act other than that specifically waived.


               (g) Assignment. This Agreement will not be assignable, in whole or in part, by either
party without the prior written consent of the other party, except that the
Company may, without the consent of
Executive, assign its rights and obligations under this Agreement (1) to
an Affiliate or (2) to any corporation or other person or business entity to
which the Company


8








may
sell or transfer all or substantially all of its assets. After any such
assignment by the Company, the Company will
be discharged from all further liability hereunder and such assignee will thereafter be deemed to be “the Company” for
purposes of all terms and conditions of this Agreement, including this
Section 13.


               (h) Counterparts. This Agreement may
be executed in any number of counterparts, and such counterparts executed and
delivered, each as an original, will constitute but one and the same
instrument.


               (i) Severability. Subject to Section
7(e) hereof, to the extent that any portion of
any provision of this Agreement is held invalid or unenforceable, it will be
considered deleted herefrom and the remainder of such provision and of this
Agreement will be unaffected and will continue in full force and effect.


               (j) Captions and Headings. The
captions and paragraph headings used in this Agreement are for convenience of
reference only and will not affect the construction or interpretation of this
Agreement or any of the provisions hereof.


               Executive and the
Company have executed this Agreement as of the date set forth in the first paragraph.


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 COMPANY:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 NATCORE
 TECHNOLOGY, INC.

 
	
  

 	
  

 	
 

 
	
 By:

 	
  

 	 

 
	
  

 	
  

 	
 Brien
 Lundin, Director

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 EXECUTIVE:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Charles
 R. Provini

 


9