EXHIBIT 10.1


 


EMPLOYMENT
AGREEMENT


 


                This Employment Agreement (this “Agreement”) is
entered into as of January 21, 2008 (the “Effective Date”), by and between
InFocus Corporation, an Oregon corporation, with its principal executive
offices at 27500 SW Parkway Avenue, Wilsonville, Oregon 97070-8238 (the “Company”),
and Lisa K. Prentice (“Executive”).


 


                WHEREAS, the Company desires to employ and retain
Executive as its Senior Vice President, Finance and, effective upon the filing
with the U.S. Securities Exchange Commission of the Company’s 2007 Annual
Report on Form 10-K, as Chief Financial Officer,
and to enter into an agreement embodying the terms of such employment; and


 


                WHEREAS, Executive desires to accept such employment
and enter into such an agreement.


 


                NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the Company and Executive (the “Parties”), the Parties hereby agree as follows:


 


1.                                      Term of Employment. 
The Company hereby agrees to employ Executive, and Executive hereby
accepts such employment with the Company, on an at-will basis upon the terms
and subject to the conditions set forth in this Agreement, commencing on January 21,
2008 (the “Commencement Date”).


 


2.                                      Title; Duties.  Executive
shall serve as the Company’s Senior Vice President, Finance and, effective upon
the filing with the U.S. Securities Exchange Commission of the Company’s 2007
Annual Report on Form 10-K,  as Chief
Financial Officer, reporting directly to the Company’s Chief Executive Officer
(“CEO”).


 


3.                                      No Conflicting Commitments.  Executive
shall devote substantially all of Executive’s business time and efforts to the
performance of Executive’s duties hereunder. 
Executive shall disclose any outside board service and may be required
to terminate should the Company decide conflict exists.  Executive will not enter into any employment
or consulting agreement which, in the opinion of the Company’s CEO, conflicts
with the Company’s interests or which might impair the performance of Executive’s
duties as an employee of the Company consistent with the terms herein.


 


4.                                      Compensation and Benefits.


 


4.1                               Base Salary. 
The Company shall pay Executive for Executive’s services hereunder a
base salary at the annual rate of $260,000, payable in regular installments in
accordance with the Company’s usual payroll practices.


 


4.2                               2008 Performance Bonus. 
Executive shall be eligible to receive a bonus based on achievement of
measures to be determined by the Company’s Compensation Committee for the
period of January 21, 2008 through December 31, 2008. The target
bonus shall be 45% of Executive’s base salary.


 


4.3                               Annual Bonus. 
Commencing in calendar year 2009, Executive shall be eligible to receive
an annual bonus if measures defined by the Company’s Compensation Committee are
achieved.


 


4.4                               Compensation Review. 
Executive’s compensation shall be reviewed annually by the Company’s Compensation
Committee.


 


4.5                               Restricted Stock. 
Upon commencement of her employment, Executive shall be granted 100,000
shares of restricted common stock.  These
shares will vest 25% after one year of employment and 1/48 per month
thereafter. If, during the vesting period, the Company is acquired in a
transaction in which the Company’s shareholders receive the equivalent of
$4.00/share or greater, these shares shall fully vest immediately prior to
completion of the acquisition transaction.


 


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4.6                               Options. 
Upon commencement of her employment, Executive shall be granted an
option to purchase 150,000 shares of common stock at a price per share equal to
the closing price of the Company’s stock on Executive’s first day of
employment.  These options will vest 25%
after one year of employment and 1/48 per month thereafter.  These options will expire after seven years.


 


4.7                               Accelerated Vesting. 
Except for the accelerated vesting of the restricted stock grant upon
acquisition of the Company at $4.00 per share or greater, as provided in
paragraph 4.5 above, the restricted stock and stock option grants awarded in
accordance with paragraphs 4.5 and 4.6 above will be subject to “double trigger”
acceleration of vesting in the event Executive’s employment is involuntarily
terminated or Executive resigns for Good Reason within one year after a Change
of Control. The definitions of Change of Control and Good Reason will be the
same as those used for grants previously made to other Company executive officers.
If the “double trigger” conditions are met, Executive’s restricted stock grant
will fully vest and Executive’s stock option grant will vest as to 25% of the
total shares if the conditions are met during Executive’s first year of
employment, as to 66% of the total shares if the conditions are met during
Executive’s second year of employment, and as to 100% of the total shares if
the conditions are met during or after Executive’s third year of employment.


 


4.8                               Executive Benefits. Subject to any contributions generally
required of senior executives of the Company, Executive shall be entitled to
receive such employee benefits (including fringe benefits, 401(k) plan
participation, and life, health, dental, accident and short- and long-term
disability insurance) which the Company may, in its sole and absolute
discretion, make available generally to its senior executives or personnel
similarly situated; provided, however, that it is hereby acknowledged and
agreed that any such employee benefit plans may be altered, modified or
terminated by the Company at any time in its sole discretion without recourse
by Executive.


 


4.9                               Business Expenses and
Perquisites.  Upon delivery of adequate documentation of
expenses incurred in accordance with the policies and practices of the Company,
Executive shall be entitled to reimbursement by the Company for reasonable
travel, entertainment and other business expenses in accordance with such
policies as the Company may from time to time have in effect.


 


4.10                        Taxes. 
All of Executive’s compensation, including, but not limited to the base
salary, shall be subject to withholding for all federal, state and local
employment-related taxes, including income, social security, and similar taxes.


 


4.11                        Severance. 
Executive shall be eligible for twelve (12) months of salary
continuation and other severance benefits in accordance with the Company’s
Executive Severance Plan.


 


5.             Termination.


 


5.1.                            Termination by the Company. 
The Board may terminate Executive’s employment hereunder at any time with
or without cause to be effective immediately upon delivery of notice
thereof.  The effective date of Executive’s
termination shall be referred to herein as the “Termination Date.”  If Executive’s employment is terminated by
the Company pursuant to this Section 5.1, the Company shall pay Executive
all amounts owed to Executive for work performed prior to the Termination Date.


 


5.2                               Termination by Executive. 
Executive’s employment hereunder may be terminated by Executive at any
time upon not less than thirty (30) days’ prior written notice from Executive
to the Company.  Executive agrees that
such notice period is reasonable and necessary in light of the duties assumed
by Executive pursuant to this Agreement and fair in light of the consideration
Executive is receiving pursuant to this Agreement.  If Executive terminates Executive’s
employment with the Company pursuant to this Section 5.2, the Company
shall pay Executive only all amounts owed to Executive for work performed prior
to the Termination Date.  In the event of
such notice by Executive, the Company may limit Executive’s activities during
the notice 


 


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period or impose any
other restrictions it deems necessary and reasonable, including relieving
Executive of all duties during the notice period.


 


6.                                      Confidentiality. 
Executive understands that the Company continually obtains and develops
valuable proprietary and confidential information concerning its business,
business relationships and financial affairs and contemporaneously herewith she
has entered into a Business Protection Agreement in the form attached hereto as
Exhibit A.


 


7.                                      Notices. 
Any notice hereunder by either Party to the other shall be given in
writing by personal delivery, facsimile, overnight courier or certified mail,
return receipt requested, addressed, if to the Company, to the attention of the
CEO at the Company’s executive offices or to such other address as the Company
may designate in writing at any time or from time to time to Executive, and if
to Executive, to Executive’s most recent address on file with the Company.  Notice shall be deemed given, if by personal
delivery or by overnight courier, on the date of such delivery or, if by
facsimile, on the business day following receipt of delivery confirmation or,
if by certified mail, on the date shown on the applicable return receipt.


 


8.                                      Assignment. 
This Agreement may not be assigned by either Party without the prior
written consent of the other Party, provided however that the Company may
assign this Agreement without Executive’s consent in the event of a Change in
Control, as such term is defined in the Company’s Executive Severance Plan.


 


9.                                      Entire Agreement. 
This Agreement, and the Company’s policies and procedures in effect and
as amended from time to time, constitute the entire agreement between the
Parties with respect to the subject matter hereof and there have been no oral
or other agreements of any kind whatsoever as a condition precedent or
inducement to the signing of this Agreement or otherwise concerning this
Agreement or the subject matter hereof. 
To the extent there is any conflict between this Agreement and the
Company policies and procedures, this Agreement shall prevail.


 


10.                               Expenses. 
The Parties shall each pay their own respective expenses incident to the
enforcement or interpretation of, or dispute resolution with respect to, this
Agreement, including all fees and expenses of their counsel for all activities
of such counsel undertaken pursuant to this Agreement.


 


11.                               Governing Law. 
This Agreement (including any claim or controversy arising out of or
relating to this Agreement) shall be governed by and construed in accordance
with the laws of the State of Oregon, without regard to conflict of law
principles that would result in the application of any law other than the laws
of the State of Oregon.


 


12.                               Submission to Jurisdiction;
Waiver.  Each party irrevocably agrees that any legal
action or proceeding arising out of or relating to this Agreement or for
recognition and enforcement of any judgment in respect hereof or thereof
brought by another party hereto or its successors or assigns may be brought and
determined in the courts of the State of Oregon and each party hereby
irrevocably submits with regard to any action or proceeding for itself and in
respect to its property, generally and unconditionally, to the exclusive
jurisdiction of the aforesaid courts.


 


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


 


14.                               Amendments. 
This Agreement may not be amended, nor shall any waiver, change,
modification, consent or discharge be effected except by an instrument in
writing executed by both Parties.


 


15.                               Severability. 
If any provision of this Agreement shall be held or deemed to be, or
shall in fact be, invalid, inoperative or unenforceable as applied to any
particular case in any jurisdiction or jurisdictions, or in all jurisdictions
or in all cases, because of the conflict of any provision with any constitution
or statute or rule 


 


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of public policy or for
any other reason, such circumstance shall not have the effect of rendering the
provision or provisions in question invalid, inoperative or unenforceable in
any other jurisdiction or in any other case or circumstance or of rendering any
other provision or provisions herein contained invalid, inoperative or
unenforceable to the extent that such other provisions are not themselves
actually in conflict with such constitution, statute or rule of public
policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative or unenforceable provision
had never been contained herein and such provision reformed so that it would be
valid, operative and enforceable to the maximum extent permitted in such
jurisdiction or in such case.


 


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


 


17.                               Section Headings. 
The headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.


 


                IN WITNESS WHEREOF, the Parties have executed or
caused to be executed this Agreement as of the Effective Date.


 


	
  EXECUTIVE

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   /s/ Lisa K. Prentice

  	
   

  	
  By:

  	
   /s/ Robert G. O’Malley

  	
   

  
	
  Lisa K. Prentice

  	
   

  	
  Robert G. O’Malley

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
					



 


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EXHIBIT A


BUSINESS PROTECTION AGREEMENT


 


This
Business Protection Agreement (the “Agreement”) is entered into this 21
day of January, 2008, by and between InFocus Corporation (“Company”),
and, Lisa K. Prentice  (“Employee”),
an individual resident of the State of Oregon.


 


In consideration of an
offer of employment and/or as a condition of continued employment and the compensation or other money paid or to be
paid, Employee agrees as follows:


 


1.     Definitions


 


1.1       “Confidential Information”
means without limitation (a) all trade secrets and proprietary information
of Company; (b) all information marked or designated by Company as
confidential; (c) all information treated by Company as confidential; (d) all
information provided to Company by a third party which Company is under an
obligation to keep confidential; (e) all information which would reasonably be viewed as having
value to a competitor of Company; and (e) all
other information that has been created, discovered, developed or otherwise
become known to Company, and/or in which property rights have been assigned or
otherwise conveyed to Company. 
Confidential Information shall include, by way of illustration and not
limitation, all Inventions, Works, customer names and lists; marketing
information, product development and other business plans; and financial,
scientific and technical information. For purposes of the definition of “Confidential
Information” the term “Company” includes all of Company’s subsidiaries and
affiliates.


 


1.2       “Intellectual Property Rights”
means any and all (by whatever terms known or designated) tangible and
intangible, now known or hereafter existing (a) rights associated with
works of authorship, know how, and data throughout the universe, including but
not limited to all exclusive exploitation rights, copyrights, neighboring
rights and moral rights; (b) trade secret rights; (c) trademarks; (d) patents,
designs, algorithms and other industrial property rights and all improvements,
modifications, and derivatives thereof; (e) all other proprietary rights
of every kind and nature throughout the universe, however designated (including
without limitation logos, character rights, “rental” rights and rights to
remuneration), whether arising by operation of law, contract, license or
otherwise; and (f) all registrations, applications, reissues,
reexaminations, renewals, continuations, continuations in part, divisions, or
extensions thereof now or hereafter in force throughout the universe


 


1.3       “Inventions” include but
are not limited to products, computer software and programs, equipment,
devices, systems, components, tool accessories, processes, ideas, improvements,
discoveries, developments, compositions, trade secrets, formulae, techniques,
technologies, discoveries, devices, compositions, methods, formulae, designs,
specifications, models, research,
and know-how, together with modifications,
derivatives, applications or technologies associated therewith, and all
information, data and documentation related thereto, whether or not patentable.


 


2.     Confidential
Information


 


2.1       Ownership.  Employee acknowledges and agrees that the
Company shall own all Intellectual Property Rights in work done during
performance of services for the Company. 
Employee further agrees that all Confidential Information is and shall
continue to be the valuable, exclusive and permanent property of Company,
whether or not prepared in whole or in part by Employee, and whether or not
disclosed or entrusted to Employee in connection with Employee’s work for
Company.


 


2.2       Acknowledgement
of Receipt of Confidential Information.  Employee acknowledges that in the course of
performing duties for Company, Employee will have access to Confidential
Information and agrees in addition to the specific covenants contained in this
Agreement, to comply with all of Company’s policies and procedures for the
protection of such Confidential Information.


 


2.3       Covenant of
Non-Disclosure and Non-Use. 
Employee agrees not to, during the period of his or her employment with
Company or thereafter, reveal, communicate or disclose any Confidential
Information, directly or indirectly, under any circumstances or by any means,
to any third person without the prior express written consent of Company.  Employee shall not directly or indirectly,
copy, transmit, reproduce, summarize, quote or use any Confidential Information
for any commercial or for any other purpose or for the benefit of any third
party, except as may be necessary to perform his or her duties for
Company.  Nothing in this Agreement gives
Employee or any other party a license to use or transfer any rights in the
Confidential or proprietary information.


 


2.4       Safeguard of
Confidential Information. 
Employee agrees to exercise the highest degree of care in safeguarding
Confidential Information against loss, theft, or other inadvertent disclosure,
agrees generally to take all steps necessary to ensure the maintenance of
confidentiality of such information and agrees to notify Company immediately of
any unauthorized use or release of such information.


 


2.5       Return of
Confidential Information. 
Employee agrees, upon termination of employment by Company or as
otherwise requested, to promptly deliver to Company all Confidential
Information, in whatever form, and all documents containing or relating to any
Inventions, or with respect to any Confidential Information or trade secrets
which Employee has obtained as the result of his or her employment by Company
that may be in Employee’s possession or under Employee’s control, together with
written certification of compliance with this Paragraph.


 


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3.     Other
Company Information.  Employee understands that, during his/her
employment by Company, Employee will have access to information that does not meet the definition of Confidential
Information, but is nevertheless protected from unauthorized use by copyright,
patent, and other laws, and that has special value
to Company in part due to the fact that others are not permitted to use such
information without Company’s prior approval or is not disclosed to
others.  Employee acknowledges that the
fact that any such information does not qualify as Confidential Information as
defined herein does not give Employee any right or license to use or disclose
such information or limit the other protections available to the Company for
such information under statute or common law.


 


4.     Work Made
for Hire; Assignment of Rights. 
To the extent not covered in other Paragraphs of this Agreement,
Employee agrees that all creative work, including without limitation models,
designs, drawings, specifications, techniques and processes (“Works”) prepared
or originated by Employee alone or with others, in whole or in part for Company
or during or within the scope of Employee’s employment by Company, whether or
not subject to protection under federal copyright law, constitutes “Work Made
For Hire,” all rights to which are owned by Company, and, in any event,
Employee assigns to Company all Intellectual Property Rights, whether by way of
copyright, trade secret, or otherwise, in all such Works, whether or not
subject to protection by copyright laws. 
Employee agrees to cooperate with Company and perform such other acts as
may be required by Paragraph 5.4 with respect to such Works in the same manner
and to the same extent as required with respect to Inventions under Paragraph
5.4.  Employee hereby waives, to the
extent permitted by law, any and all rights he or she may have to claim
authorship of, or to object to any distortion, mutilation or other
modification, or other derogatory action, and agrees not to assert, or permit
to be asserted any claim or lawsuit for infringement of any droit moral or
similar right or that any used of the Works are a defamation or mutilation
thereof or that any such use contains unauthorized variations, alterations,
modifications, changes or translations of the Works.


 


5.     Inventions.


 


5.1       Disclosure
of Inventions.  Employee will
promptly disclose in writing to the President of Company, or his or her
designee, all Inventions, including those developed alone or in conjunction
with others, while in the employment of or in connection with or arising from
service in any capacity for Company and for one year thereafter.  Such Inventions shall include those made,
conceived, or first reduced to practice by Employee during or within one year
after the termination of Employee’s employment if (a) resulting from or
suggested by such employment or related to fields of interest of Company, or (b) made
or conceived at the request of or upon the suggestion of Company, during or out
of Employee’s usual hours of work, in or about the premises of Company and with
or without the use of Company’s equipment, supplies, facilities or Confidential
Information.


 


5.2       Assignment.  Employee hereby assigns and transfers to
Company all Intellectual Property Rights in and to all Inventions without
compensation in addition to or separate from that regularly paid to Employee as
compensation for employment.  Employee
hereby disclaims any and all interest and Intellectual Property Rights in
Inventions, discoveries or improvements and agrees that all associated United
States and foreign patent, copyright, trademark, trade secret and any other
proprietary rights, including but not limited to, all rights of registration,
reissue, extension and renewal, are the sole and exclusive property of Company.


 


5.3       Exception to Assignment.
ASSIGNMENT REQUIRED UNDER PARAGRAPH 5.2, ABOVE, DOES NOT APPLY TO INVENTIONS
THAT EMPLOYEE CAN DEMONSTRATE ARE DEVELOPED ENTIRELY ON EMPLOYEE’S OWN TIME AND
WITHOUT USING COMPANY’S EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET
INFORMATION SO LONG AS THE INVENTION (a) DOES NOT RELATE AT THE TIME OF
CONCEPTION OR REDUCTION TO PRACTICE TO COMPANY’S BUSINESS, OR COMPANY’S ACTUAL
OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, AND (b) DOES NOT
RESULT FROM ANY WORK PERFORMED BY EMPLOYEE FOR COMPANY. All other obligations contained in this agreement
shall apply to such Inventions.


 


5.4       Cooperation;
Execution of Documents.  At
the request of Company and at its sole expense, both during and after Employee’s
employment with Company, Employee will (a) assist Company, or its
designee, to obtain patent or other pertinent legal protections in the United
States and/or in any other country or countries designated by Company, for the
Inventions assigned to Company under Paragraph 5.2 and all Trademarks and
Works; (b) cooperate with Company in maintaining, prosecuting, protecting
and enforcing such patents or other pertinent legal protections; and (c) in
connection therewith, execute, acknowledge and deliver such applications,
assignments, statements or other documents, furnish such information and data
and take such other actions (including without limitation the giving of
testimony) as Company may from time to time reasonably request.  In addition, Employee will execute,
acknowledge and deliver all documents necessary to vest in Company all right,
title and interest and all patents or other pertinent legal protections so that
Company will be the sole and absolute owner of the Inventions and Works covered
thereby in any and all countries.


 


5.5       Maintenance
of Records.  Employee agrees
to keep and maintain adequate and current written records of all Inventions and
Works made or conceived by Employee (in the form of notes, sketches, drawings
and as may be specified by Company), which shall be kept at all times on
Company’s premises and which shall be available to and remain the sole and
exclusive property of Company at all times.


 


5.6       Prior
Inventions.  Any inventions created by Employee before
Employee began working for Company and which are not Company’s property are
listed on the attached Exhibit A.1 (“Prior Inventions”).  Employee acknowledges that he or she has had
ample opportunity to prepare and edit Exhibit A.1 and that Exhibit A.1
lists all inventions, that Employee claims or may claim as Prior
Inventions.  If no Prior Inventions are
listed on Exhibit A.1, then Employee’s signature on this Agreement means
that there are no such Prior Inventions and that Employee agrees 


 


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not to assert any
rights therein.  Employee understands
that Company would not offer and/or continue to employ Employee, or use any
Inventions, if Company did not believe the information on Exhibit A.1 to
be true, accurate and complete.  Employee
agrees that listing an invention already owned by Company in Exhibit A.1
vests no rights in Employee.  Employee
agrees that to the extent a court determines that any inventions, discoveries, improvements
or Works not listed are not Company’s property or Employee uses or incorporates
listed Prior Inventions in the course of performing services for Company,
Employee hereby grants to Company a perpetual, royalty-free, irrevocable
world-wide license to make, have made, use and sell such inventions,
discoveries, improvements and Works and to make, have made, use and sell
derivative works thereof as necessary for Company’s business.


 


6.     Business
Opportunities.  Employee
agrees to promptly disclose to Company any business opportunity of which
Employee becomes aware during Employee’s employment with Company that relates
to any products or services planned, under development, developed, produced or
marketed by Company or to any of Company’s business contacts.  Employee will not take advantage of or divert
any such opportunity for the gain, profit or benefit of Employee or any other
person or entity prior without the written consent of Company.  If Employee violates this Paragraph, then upon written
demand, Employee shall pay to Company fifty percent (50%) of the actual fees
billed or billable through that contact during that period of time.  This remedy, if elected by Company, shall be
in addition to any other remedies provided to Company under this Agreement or
by law.


 


7.     No
Solicitation.  Unless Employee
receives the prior express written consent of Company, Employee shall not, for
one year after termination of his or her relationship with Company, induce or
attempt to induce directly or by assisting others, any person or entity who is
in the employment of or is providing services to Company to end such employment
or business relationship, or interfere with or alter such in a way that would
adversely effect Company.


 


8.     Use for
Competition.  Employee understands
that Confidential Information would be extremely valuable to a competitor, and
that any disclosure would seriously damage Company’s business.  Accordingly, Employee agrees not to, while
performing services for Company and for one year thereafter, enter into any
agreement with any person to provide services that would place Employee in a
position in which his or her knowledge of Company’s Confidential Information or
other valuable or proprietary information could be used for the benefit of any
other person.


 


9.     Personal
Property of Company.  Employee
agrees that all memoranda, notes, records, correspondence, papers, customer
lists, plans, designs, drawings, specifications, video tapes, audio tapes,
computer disks, and any other written or otherwise recorded material, and all
copies thereof, relating directly or indirectly in any way to Company or its
operations or business, some of which may be prepared by Employee, and all
objects associated therewith (such as models and samples), which have come into
Employee’s possession or control at any time and in any way through employment
with Company shall be Company’s property (“Company Property”).  Employee shall not, except as necessary to
perform duties for Company, make or cause to be made any copies, duplicates,
facsimiles or other reproductions, or any abstracts or summaries, of any of the
aforementioned materials or objects, or remove any such materials or objects,
from Company’s facilities, or use any information concerning them, except for
Company’s benefit, either during Employee’s employment with Company or
thereafter.  Employee agrees to deliver
all of the Company Property to Company on termination of Employee’s employment,
or at any other time on Company’s request, together with Employee’s written certification
of compliance.


 


10.   Acknowledgement
of Irreparable Harm.  Employee
acknowledges that the services rendered to Company are of a special, unique and
extraordinary character, that the Confidential Information is special and
unique to Company, and that disclosure of any Confidential Information or the
breach of any of the terms and covenants of this Agreement will result in
irreparable and continuing harm to Company for which there will be no adequate
remedy at law and for which the injury could not be adequately compensated by
money damages.


 


11.   Remedies.  Employee agrees that in the event Employee
breaches any of the terms of this Agreement, Company shall be entitled to
specific performance, including immediate issuance of a temporary restraining
order and/or preliminary or permanent injunctive relief enforcing this
Agreement, without the necessity of proof of actual damages and without posting
bond for such relief, in addition to any and all other remedies provided by
applicable law or equity.


 


12.   Required
Disclosures.  If Employee is
served with any subpoena or other compulsory judicial or administrative process
calling for production of Confidential Information, Employee shall use diligent
reasonable efforts to limit disclosure and will immediately notify Company and
allow company all such access to proceedings as it deems necessary to protect
its interests.


 


13.   Disclosure
of Prior Restrictions. 
Employee understands that Company is not employing Employee to obtain
any information which is the property of any previous employers or any other
person or entity for whom Employee has performed services.  Accordingly, Employee warrants and represents
to Company that (a) Employee will not, in performing services for Company,
make use of information which is the property of and/or confidential to any
previous employer or other person or entity for whom Employee performed
services; (b) a complete list of all prior employment, confidentiality or
other agreements which may impose restrictions on Employee’s activities is
attached hereto as Exhibit A.2, true and correct copies of which have been
provided to Company; and (c) Employee is not subject to any restriction
which would prevent Employee from carrying out Employee’s duties for Company or
which would infringe on or violate the rights of any person, including without
limitation, Employee.


 


14.   Scope of
Company Protection.  Company is or expects to be a multi-national
concern that conducts business throughout the world.  Employee acknowledges that due to 


 


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the character of
Company’s business, a geographic restriction on this Agreement would not
adequately protect Company’s legitimate business interests.  The protections stated herein are intended to
protect Company to the fullest extent possible in all of the cities, counties,
states, and countries in which Company does business.


 


15.   Duration.  The obligations set forth in this Agreement
will continue beyond the term of Employee’s employment by Company and for so
long as Employee possesses Confidential Information, regardless of the reason,
or lack thereof, for the termination of Employee’s employment or the amount of
any compensation received by Employee in connection therewith.


 


16.   Miscellaneous.


 


16.1     No Employment
Contract.  Employee
acknowledges and agrees that this Agreement is not intended to, and does not,
constitute a contract of employment for any fixed term and that, except as may
otherwise be provided in a separate written agreement between Employee and
Company, Employee’s employment may be terminated by Employee or by Company at
any time and for any reason, or for no reason whatsoever.  As used in this Agreement, “employment” shall
refer to Employee’s performance of services for Company as either a full- or
part-time employee of Company or as an independent contractor or consultant.


 


16.2     Notification
of Other Employment.  In order
to allow Company to evaluate risks to its Confidential Information and to take
steps, if necessary, to protect its exclusive ownership rights to Confidential
Information, Inventions and other Works assigned to Company hereunder, during
and for one year after employment with Company, Employee agrees to notify
Company, prior to accepting any employment with any third party, whether as an
employee or independent contractor, and prior to commencing any business
relating to the subject matter of the Confidential Information.


 


16.3     Entire
Agreement.  This document is
the entire, final and complete agreement and understanding of the parties
regarding the subject matter hereof and supersedes and replaces all previous
agreements, communications and understandings, either written or oral, between
the parties or their representatives with respect to such subject matter.


 


16.4     Amendment.  No supplement, modification or amendment of
this Agreement or any covenant, condition or limitation herein contained shall
be valid, unless in writing and signed by a duly authorized representative of
Company.


 


16.5     Binding
Effect.  The provisions of this
Agreement shall be binding upon Employer, its successors, assigns or nominees
and also upon Employee, his or her estate, heirs and assigns.  Employee agrees that if Employee is
transferred to a subsidiary or affiliate of Company, or from one subsidiary or
affiliate to another, all the terms and conditions of this Agreement shall
apply between such subsidiary or affiliate and Employee with the same force and
effect as if this Agreement had been made with such subsidiary or affiliate
initially.  Employee’s rights and
obligations under this Agreement are personal and may not be transferred or
assigned.  Company’s rights, however, may
be transferred or assigned at Company’s sole discretion.


 


16.6     Severability.  In the event any provision or portion of this
Agreement is held to be unenforceable or invalid by any court of competent
jurisdiction, the remainder of this Agreement shall remain in full force and
effect and shall in no way be effected or invalidated thereby.


 


16.7     Waiver.  No waiver of any provision of this Agreement
shall be deemed a waiver of any other provision, nor shall any waiver
constitute a continuing waiver.  No
waiver shall be binding unless executed in writing by the party making the
waiver.


 


16.8     Attorneys’
Fees.  In the event Employee
breaches this Agreement, Employee agrees to reimburse Company for all costs and
expenses reasonably incurred by it in connection with such breach, including
without limitation attorneys’ fees.  In
addition, Employee agrees, in the event any suit action or injunction is filed
to enforce this Agreement, or with respect to this Agreement, that Employee
will reimburse Company for all costs and expenses incurred in connection with
the suit, action or injunction, including without limitation attorneys’ fees at
the trial level and on appeal.


 


16.9     Governing
Law and Venue.  This Agreement
and the rights of the parties hereunder shall be construed and enforced in
accordance with by the laws of the State of Oregon, without regard to
its conflict of law principles.  Any suit
or action arising out of or in connection with this Agreement, or any breach
hereof, shall be brought and maintained in the federal or state courts located
in Multnomah County or Clackamas County, Oregon.  Employee hereby irrevocably submits to the
jurisdiction of such courts for the purpose of any action under this Agreement
and hereby expressly and irrevocably waives any objection to venue and any
claims regarding an inconvenient forum.


 


16.10   Term.
This Agreement shall
continue until no longer applicable.  For
example, the non-solicitation provision shall apply for one year after the Termination Date and the restrictions on disclosure and use of
Confidential Information will continue indefinitely.


 


16.11   Notice to
Employee.  This
Agreement may require transfer to Company of certain inventions and may
restrict your ability to perform
services in the future.  You may wish to
consult your legal counsel for advice concerning your rights and obligations.


 


16.12   Acknowledgement.  Employee has read this Agreement, fully
understands its terms and conditions, and accepts and signings the same as a
free act.


 


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  COMPANY

  	
  InFocus
  Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Robert G. O’Malley

  	
   

  
	
   

  	
   

  
	
  Title:
  

  	
  President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
  EMPLOYEE

  	
  Lisa K.
  Prentice

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Lisa K. Prentice

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
						



 


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EXHIBIT A


 


EMPLOYEE’S LIST OF PRIOR INVENTIONS.


 


	
  1.

  	
   

  	
  Below
  is a complete list of all inventions to which Employee claims patent, trade
  secret or other proprietary rights:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consistent
  with Paragraph 5.6, below is a complete list of all Prior Inventions.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Below
  is a complete list of all employment, confidentiality or other agreements to
  which Employee is bound.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In
  accordance with Paragraph 13 of the Agreement, the following is a complete
  and accurate list of all agreements to which 

  
	
  Employee
  is bound.

  



 


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