Exhibit 10.1C 

EMPLOYMENT AGREEMENT

     AGREEMENT, dated
as of January 1, 2014, between Research Frontiers Incorporated, a Delaware
corporation with principal executive offices at 240 Crossways Park Drive,
Woodbury, New York 11797-2033 (the “Company”), and Seth L. Van Voorhees,
residing at (“Employee”).

W I T N E S S E T H

    
WHEREAS, the Company desires to employ Employee upon the terms and
subject to the terms and conditions set forth in this Agreement.

    
NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants, and conditions herein contained and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto intending to be legally bound hereby agree as
follows:

    
Section 1. Employment.

    
The Company hereby agrees to continue to employ Employee, and Employee
hereby agrees to continue to serve the Company, all upon the terms and subject
to the conditions set forth in this Agreement. 

    
Section 2. Capacity and
Duties.

          (a)
Employee is and shall be employed in the capacity of Vice President and Chief
Financial Officer of the Company and shall have the duties, responsibilities,
and authorities normally performed by the vice president and chief financial
officer of a company, including responsibility for the overall and day-to-day
financial operation of the Company, and such other duties, responsibilities, and
authorities as are assigned to him by the Chief Executive Officer (“CEO”) or the
Board of Directors of the Company (the “Board”) so long as such additional
duties, responsibilities, and authorities are consistent with Employee’s
position and level of authority as Vice President and Chief Financial Officer of
the Company. Employee shall also serve as Treasurer, President of the Company’s
VariGuard business unit and Vice President of Business Development of the
Company (or any combination of the foregoing) if requested to do so by the CEO
or the Board. Employee in carrying out his duties under this Agreement shall
report to the CEO and the Board. Notwithstanding the foregoing, after a
Non-Extension Notice (as hereinafter defined) is delivered, Employee shall (i)
resign from such offices then held by Employee with the Company or its
subsidiaries as shall be requested by the CEO or the Board and shall no longer
have the duties, responsibilities, and authorities associated with the offices
from which he has resigned, (ii) report to such person or persons as the CEO or
the Board may specify, and (iii) perform such transitional duties,
responsibilities, and authorities as may be reasonably assigned to him by the
CEO or the Board. 







          (b) Employee shall devote substantially all of his business
time and attention to promote and advance the business of the Company, except
that Employee shall be permitted to (i) serve on the boards of directors of
other corporations not engaged in competition with the Company and the boards of
trade associations and charitable organizations, (ii) engage in charitable
activities and community affairs, (iii) manage his personal investments and
affairs, and (iv) teach or lecture; provided in each case that (A) such
activities do not materially interfere with the proper performance of Employee’s
duties and responsibilities as the Company’s Vice President and Chief Financial
Officer and (B) in the case of each activity described in clauses (i), (ii), and
(iv), such activity is approved in advance by the CEO or the Board, such
approval not to be unreasonably withheld, except that, if all of activities
described in clauses (i), (ii), and (iv) involve in the aggregate less than ten
hours per month of Employee’s time, such advance approval shall not be required
but Employee shall promptly notify the CEO or the Board of the nature of such
activities. 

          (c) If (i)
Employee is serving on the Board on the date a Non-Extension Notice is delivered
or at a time that he is no longer employed by the Company and (ii) (A) a Change
of Control (as hereinafter defined) has not occurred or (B) Employee’s
employment has been terminated by the Company pursuant to Section 9(c) or
Employee, in breach of this Agreement, has terminated his employment prior to
the Scheduled Date of Termination (as hereinafter defined) other than pursuant
to Section 9(d), Employee shall promptly resign from the Board if he is
requested to do so by the Board. 

    
Section 3. Term of
Employment.

    
The term of employment of Employee by the Company pursuant to this
Agreement shall be for the period (the “Employment Period”) commencing as of the
date hereof and ending on December 31, 2016, unless further extended or sooner
terminated in accordance with the provisions of this Agreement. On December 31,
2016, and on each subsequent December 31, the Employment Period shall be
automatically extended for one additional year unless, not later than 90 days
prior to such date, the Company shall have delivered to Employee or Employee
shall have delivered to the Company written notice (a “Non-Extension Notice”)
that the Employment Period shall not be further extended.

    
Section 4. Compensation.

    
During the Employment Period, subject to all the terms and conditions of
this Agreement and as compensation for all services to be rendered by Employee
under this Agreement, the Company shall pay to or provide Employee with the
following: 

          (a) Base Salary. The Company shall pay to
Employee a base salary at the annual rate of at least $220,000, payable at such
intervals (at least monthly) as salaries are paid generally to other executive
officers of the Company.

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          (b)
Bonus.
Employee shall be eligible for a potential annual bonus in an aggregate amount
of at least $130,000 upon the achievement of realistic and achievable goals. Not
later than March 15 of 2014, and not later than March 15 of each subsequent
year, the Board shall determine in good faith, after consultation with Employee,
the goals for that year’s bonus, which goals shall be specified in writing. The
Board may, in its sole discretion, provide for a series of separate and
independent goals to be met during the year, each of which is associated with
its own potential bonus. Any bonus (including any bonus associated with a
separate and independent goal) for any year shall be payable to Employee as soon
as practicable after it is determined whether the applicable goals have been
achieved. 

          (c)
Equity Incentive Awards. In addition to any equity awards heretofore granted to the
Employee under the Company’s 2008 Equity Incentive Plan (the “Plan”), the
committee established by the Board to administer the Plan may grant Employee
additional equity incentive awards under the Plan or otherwise from time to time
based upon his performance. Any such additional equity incentive awards shall be
of a type and amount commensurate with Employee’s position and consistent with
the type and amount of equity incentive awards granted to the Company’s other
officers, directors, and employees.

          (d)
Vacation.
Employee shall be entitled to annual paid vacation of 20 business days, which
shall accrue in accordance with the policies of the Company in effect from time
to time. Vacation days not used in the year earned may be carried into the first
quarter of the subsequent year. For any vacation day not used prior to the end
of the first quarter of the year subsequent to the year earned, Employee shall
be paid an amount equal to his annual base salary in the year earned divided by
260. 

          (e)
Employee Benefit Plans. Employee shall be entitled to participate in all employee
benefit plans maintained by the Company for its senior executives or employees
for which he is eligible.

          (f)
Withholding. Employee authorizes the Company to make any and all applicable tax
withholdings from any compensation payable or provided to Employee
hereunder.

          (g)
Disability Payments. Any compensation payable or provided to Employee hereunder
shall be reduced by the sum of the amounts, if any, payable to Employee under
disability benefit plans of the Company. 

    
Section 5. Expenses.

    
The Company shall reimburse Employee for all reasonable expenses
(including, but not limited to, business travel and entertainment expenses)
incurred by him in connection with his employment hereunder in accordance with
the written policy and guidelines established by the Company for executive
officers. 

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     Section 6.
Patents.


          Any
interest in patents, patent applications, inventions, trademarks, trademark
applications, copyrights, developments, processes, or other intellectual
property (“Inventions”) which Employee now or hereafter during the period he is
employed by the Company under this Agreement or otherwise may own or develop
relating to the fields in which the Company may then be engaged shall belong to
the Company; and forthwith upon request of the Company Employee shall execute
all such assignments and other documents and take all such other action as the
Company may reasonably request in order to vest in the Company all his right,
title, and interest in and to the Inventions free and clear of all liens,
charges, and encumbrances. 

    
Section 7. Non-Competition,
Non-Solicitation. 

          Employee
agrees that he will not during the period he is employed by the Company under
this Agreement or otherwise and for a period of two years thereafter, directly
or indirectly, (a) solicit the employment of, or, except for terminations of
employees in the ordinary course of business during the period Employee is
employed by the Company under this Agreement or otherwise, encourage to leave
the employment of the Company or any of its subsidiaries, any person employed by
the Company or any of its subsidiaries, (b) hire any employee or former employee
of the Company or any of its subsidiaries, (c) compete with or be engaged in the
same business as the Company or any of its subsidiaries, (d) be employed by, or
act as consultant or lender to, or be a director, officer, or employee of, any
business or organization which, during the period Employee is employed by the
Company under this Agreement or otherwise, directly or indirectly competes with
or is engaged in the same business as the Company or any of its subsidiaries, or
(e) have a greater than one percent interest as owner, member, or partner of any
business or organization which, during the period Employee is employed by the
Company under this Agreement or otherwise, directly or indirectly competes with
or is engaged in the same business as the Company or any of its subsidiaries.


    
Section 8. Confidential Information. 

          All
confidential information which Employee may now possess, may obtain during or
after the Employment Period, or may create prior to the end of the period he is
employed by the Company under this Agreement or otherwise relating to the
business of the Company or of any its licensees, customers, or suppliers shall
not be published, disclosed, or made accessible by him to any other person,
firm, or corporation either during or after the termination of his employment or
used by him except during the Employment Period in the business and for the
benefit of the Company, in each case without prior written permission of the
Company. Employee shall return all tangible evidence of such confidential
information to the Company prior to or at the termination of his employment.


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     Section 9.
Early Termination. 

    
Employee’s employment hereunder may be terminated prior to December 31,
2016 or, if the Employment Period has been extended to a date later than
December 31, 2016, prior to such later date (December 31, 2016 or such later
date is hereinafter referred to as the “Scheduled Date of Termination”), without
such termination constituting a breach of this Agreement only under the
following circumstances: 

          (a)
Death. Employee’s employment hereunder shall terminate upon his death.


          (b)
Disability.
If, as a result of Employee’s incapacity due to physical or mental illness,
Employee shall have been absent from his duties hereunder on a full-time basis
for at least 16 consecutive weeks and does not return to the performance of his
duties on a full-time basis within ten days after receipt of written notice from
the Company, the Company may terminate Employee’s employment hereunder.


          (c)
Cause. The
Company may terminate Employee’s employment hereunder for Cause. For purposes of
this Agreement, “Cause” shall mean (i) gross negligence or willful misfeasance
demonstrated by Employee in the performance of his material duties to the
Company, (ii) refusal by Employee to perform reasonable material lawful duties
which are consistent with Employee’s position and role and are assigned to him
by the Board, which refusal continues uncured for 30 days after receipt of
written notice from the Company, (iii) Employee’s engaging in any act of fraud,
dishonesty, or moral turpitude that has or is likely to have a material adverse
affect on the business of the Company or the reputation of the Company or
Employee, (iv) Employee’s breaching in any material respect any material
provision of this Agreement, the Research Frontiers Incorporated Employee
Proprietary Information & Invention Agreement executed by Employee when he
was first retained by the Company as a consultant (the “2010 Agreement”), or the
employee policies and procedures of the Company, which breach is not cured
within 30 days after receipt of written notice from the Company, (v) Employee’s
conviction of, or entering into a plea of guilty or nolo contendere (or its
equivalent) to, a felony, or (vi) Employee’s material violation of any federal,
state, or local law applicable to the Company or any of its subsidiaries or
their respective businesses; provided that (A) no act, or failure to act, by
Employee that is specifically authorized pursuant to a resolution duly adopted
by the Board shall constitute Cause and (B) Cause will not exist unless and
until the Company has delivered to Employee a copy of a resolution duly adopted
by at least two-thirds of the Board (excluding Employee) at a meeting of the
Board called and held for such purpose (after reasonable notice to Employee and
an opportunity for Employee and his counsel to be heard before the Board)
finding that, in the good faith opinion of the Board, an event described in one
or more of clauses (i) through (vi) above has occurred and specifying the
particulars thereof in detail.

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          (d)
Good Reason. Employee may terminate his employment hereunder for Good Reason. For
purposes of this Agreement, “Good Reason” shall mean (i) the Company’s breaching
in any material respect any material provision of this Agreement (and it is
agreed that Sections 2(a) and 11(a) are each a material provision of this
Agreement for these purposes), (ii) a change in Employee’s daily work location
to a place that is greater than 50 miles from both (A) Employee’s place of
residence on the date hereof and (B) the Company’s place of business on the date
hereof in Woodbury, New York, other than such a change that occurs after a
Non-Extension Notice is delivered, or; provided in each case that Employee shall
have provided written notice to the Company of the existence of such breach,
change, or failure and the Company shall not have remedied such breach, change,
or failure within 30 days of receipt of such notice.

          (e) Notice of Early
Termination. Any termination of Employee’s
employment by the Company pursuant to Section 9(b) or 9(c) or by Employee
pursuant to Section 9(d) shall be communicated by a Notice of Early Termination
to the other party hereto. For purposes of this Agreement, a “Notice of Early
Termination” shall mean a written notice which 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
early termination under the provision so indicated. 

          (f)
Date of Early Termination. “Date of Early Termination” shall mean (i) if Employee’s
employment is terminated pursuant to Section 9(a), the date of his death, (ii)
if Employee’s employment is terminated pursuant to Section 9(b), 9(c), or 9(d),
the date specified in the Notice of Early Termination, which shall not be
earlier than the date on which the Notice of Early Termination is given, or
(iii) if, in breach of this Agreement, Employee’s employment is terminated prior
to the Scheduled Date of Termination for any other reason, the date on which
Employee’s employment is terminated. 

    
Section 10. Compensation Upon Early
Termination or Expiration of the Employment
Period.


          (a) If
Employee’s employment is terminated pursuant to Section 9(a), Employee’s
devisee, legatee, or other designee or, if there be no such devisee, legatee, or
other designee, Employee’s estate (such devisee, legatee, designee, or estate is
hereinafter referred to as “Employee’s Beneficiary”) shall be entitled to
receive (i) Employee’s base salary and benefits accrued and unpaid through the
Date of Early Termination, (ii) any unpaid bonus that Employee is eligible to
receive on his Date of Early Termination, (iii) any reimbursement Employee is
entitled to receive for expenses incurred prior to the Date of Early
Termination, and (iv) any benefits to which Employee or Employee’s Beneficiary
is entitled pursuant to any insurance or other benefit or incentive plan or
arrangement of the Company (collectively, “Accrued Obligations”). In addition,
(v) the Company shall pay to Employee’s Beneficiary Employee’s base salary for
the period commencing on the Date of Early Termination and ending on the four
month anniversary of the Date of Early Termination, payable in the manner it
would have been paid if Employee had not died, and (vi) if on his Date of Early
Termination Employee is not eligible to receive a bonus (including any bonus
associated with a separate and independent goal) for any year but has made
substantial progress towards earning such bonus, the Board will in good faith
determine if Employee’s Beneficiary should be paid all or a portion of such
bonus. 

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          (b) If Employee’s employment is terminated by the Company
pursuant to Section 9(b), the Company shall pay to Employee the Accrued
Obligations. In addition, (i) the Company shall pay to Employee the amount, if
any, by which (A) his base salary for the period commencing on the Date of Early
Termination and ending on the four month anniversary of the Date of Early
Termination exceeds (B) the sum of (I) the amount of base salary received by
Employee with respect to the period he was disabled and (II) the sum of the
amounts, if any, payable to Employee under disability benefit plans of the
Company, which amount shall be payable in equal installments over the period
commencing on the Date of Early Termination and ending on the four month
anniversary of the Date of Early Termination at such intervals (at least
monthly) as salaries are paid generally to executive officers of the Company and
(ii) if on his Date of Early Termination Employee is not eligible to receive a
bonus (including any bonus associated with a separate and independent goal) for
any year but has made substantial progress towards earning such bonus, the Board
will in good faith determine if Employee should be paid all or a portion of such
bonus. 

          (c) If
Employee’s employment is terminated by the Company pursuant to Section 9(c) or
if Employee, in breach of this Agreement, shall terminate his employment prior
to the Scheduled Date of Termination other than pursuant to Section 9(d), the
Company shall pay to Employee the Accrued Obligations.

          (d) If the
Company, in breach of this Agreement, shall terminate Employee’s employment
prior to the Scheduled Date of Termination other than pursuant to Section 9(b)
or 9(c) or if Employee shall terminate his employment pursuant to Section 9(d),
then 

		(i)		the Company shall pay to Employee the Accrued
      Obligations;
		 
		(ii)		if on his Date of Early Termination Employee is not
      eligible to receive a bonus (including any bonus associated with a
      separate and independent goal) for any year but has made substantial
      progress towards earning such bonus, the Board will in good faith
      determine if Employee should be paid all or a portion of such
    bonus;
		 
	          	(iii)	     	the Company shall pay as severance pay to Employee his
      base salary for the period commencing on the Date of Early Termination and
      ending on the Scheduled Date of Termination, payable in the manner it
      would have been paid if his employment had not so terminated; provided
      that (A) except as set forth in clause (B) below, in no event shall the
      Company pay such severance pay to Employee for less than three months or
      more than three years and (B) if the Date of Early Termination occurs
      within three months prior to, or 12 months following, a Change of Control,
      the Company shall pay such severance pay to Employee for the period
      commencing on the Date of Early Termination and ending on the later of (I)
      the Scheduled Date of Termination and (II) the third anniversary of the
      Date of Early Termination; and
				 
		(iv)		any restricted period shall lapse with respect to all
      equity incentive awards granted to Employee under the Plan or otherwise
      shall immediately become fully vested.


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For purposes of this Agreement, a
“Change in Control” shall mean a change in control of the Company of a nature
that would be required to be reported in response to Item 5.01 of Current Report
on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (or any successor form), other than a change of control resulting in
control of the Company by Employee or a group including Employee.

          (e) If the Scheduled Date of Termination occurs as a result of
a Non-Extension Notice delivered by the Company to Employee and Employee is not
otherwise employed by the Company after the Scheduled Date of Termination, the
Company shall pay Employee (i) Employee’s base salary and benefits accrued and
unpaid through the Scheduled Date of Termination, (ii) any unpaid bonus that
Employee is eligible to receive on the Scheduled Date of Termination, (iii) any
reimbursement Employee is entitled to receive for expenses incurred prior to the
Scheduled Date of Termination, and (iv) any benefits to which Employee is
entitled pursuant to any insurance or other benefit or incentive plan or
arrangement of the Company (collectively, “Scheduled Date of Termination Accrued
Obligations”). In addition, (v) the Company shall pay as severance pay to
Employee his base salary for the period commencing on the Scheduled Date of
Terminations and ending on the three month anniversary of the Scheduled Date of
Termination, payable in the manner it would have been paid if his employment had
not so terminated, and (vi) if on the Scheduled Date of Termination Employee is
not eligible to receive a bonus (including any bonus associated with a separate
and independent goal) for any year but has made substantial progress towards
earning such bonus, the Board will in good faith determine if Employee should be
paid all or a portion of such bonus.

          (f) If the
Scheduled Date of Termination occurs as a result of a Non-Extension Notice
delivered by Employee to the Company and Employee is not otherwise employed by
the Company after the Scheduled Date of Termination, the Company shall pay
Employee the Scheduled Date of Termination Accrued Obligations. 

          (g)
Notwithstanding anything in the foregoing to the contrary, 

	          	(i)	     	it is intended that the amounts payable to Employee
      under Sections 10(d)(iii) and 10(e) shall be exempt from Section 409A
      (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the
      “Code”), or satisfy the safe harbor set forth in Treasury Regulations
      section 1.409A- 1(b)(9)(iii) to the maximum extent permitted. To the
      extent such amounts payable under Sections 10(d)(iii) and 10(e) are not
      exempt and exceed the applicable safe harbor amount, the excess amount
      shall be treated as deferred compensation under Section 409A and as such
      shall be payable to Employee in the manner it would have been paid if his
      employment had not terminated. Employee and the Company agree that any
      such amounts and excess amounts are intended to be paid in compliance with
      Section 409A, Treasury Regulations section 1.409A-1(b)(9)(iii), and any
      future guidance issued thereunder; and


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	          	(ii)	     	if, at the time of Employee’s
      termination of employment with the Company, Employee is considered a
      “specified employee” (as such term is defined in Treasury Regulations
      section 1.409A-1(i)(1)) and it is necessary to postpone the commencement
      of any payments or benefits otherwise payable under this Agreement as a
      result of such termination of employment to prevent any accelerated or
      additional tax under Section 409A, then the Company will postpone the
      commencement of the payment of any such payments or benefits hereunder
      (without any reduction in such payments or benefits ultimately paid or
      provided to Employee), until the first date that occurs after the date
      that is six months following Employee’s separation of service with the
      Company (or Employee’s death, if earlier).


          (h) Except as provided in this Section 10 and Section 22,
Employee shall not be entitled to any payments or benefits from the Company upon
the termination of this Agreement (i) prior to the Scheduled Date of
Termination, whether such termination is pursuant to Section 9 or in breach of
this Agreement, or (ii) on the Scheduled Date of Termination, whether the
Scheduled Date of Termination occurs as a result of a Non-Extension Notice
delivered by the Company to Employee or delivered by Employee to the Company.
Without limiting the generality of the foregoing, the payments and other
benefits provided for in Section 10(d) shall be Employee’s sole remedy for any
breach or alleged breach of this Agreement by the Company. Nothing contained
herein shall preclude the Company from pursuing, either during or after the
Employment Period, any remedy for any breach or alleged breach of this Agreement
by Employee.

          (i)
Notwithstanding anything herein to the contrary, in the event that Employee
would otherwise have received any payments or distributions, whether payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise, that constitute “parachute payments” within the meaning of Section
280G of the Code (the “Parachute Payments”), Employee shall receive the greater
net after-tax amount (taking into account all applicable taxes payable by the
Executive, including any excise tax imposed under Section 4999 of the Code (the
“Excise Tax”)) of (i) the Parachute Payments and (ii) an amount equal to the
Parachute Payments reduced by the smallest amount necessary to take the
Parachute Payments under the Excise Tax threshold.

          (j) Upon
the termination of this Agreement for any reason, if Employee does not continue
to be employed by the Company after such termination, Employee shall be under no
obligation to seek other employment and there shall be no offset against any
amounts due to him under this Agreement on account of any remuneration or
benefits provided to him as the result of employment by another employer which
complies with the provisions of Section 7. 

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     Section 11. Successors;
Binding Agreement. 

          (a) The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the business
and/or assets of the Company, by written agreement in form and reasonably
substance satisfactory to Employee, to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, “Company” shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which executes and delivers
the agreement provided for in this Section 11(a) or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.


          (b)
Employee’s rights and obligations under this Agreement shall not be transferable
by assignment or otherwise, such rights shall not be subject to commutation,
encumbrance, or the claims of Employee’s creditors, and any attempt to do any of
the foregoing shall be void. The provisions of this Agreement shall be binding
upon and inure to the benefit of Employee and his personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees, and shall be binding upon and inure to the benefit of
the Company and its successors under Section 11(a). If Employee should die while
any amounts would still be payable to him hereunder if he had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to Employee’s Beneficiary.

    
Section 12. No 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 (except as
provided in Section 11). 

    
Section 13. Equitable and Other
Relief. 

    
Since a breach of the provisions (the “Subject Provisions”) of Section 6,
7, or 8 or of the 2010 Agreement could not adequately be compensated by money
damages, the Company shall be entitled, in addition to any other right and
remedy available to it, to an injunction restraining such breach or a threatened
breach, and in either case no bond or other security shall be required in
connection therewith, and Employee hereby consents to the issuance of such
injunction. Employee agrees that the Subject Provisions are necessary and
reasonable to protect the Company in the conduct of its business. If any
restriction contained in any of the Subject Provisions shall be deemed to be
invalid, illegal, or unenforceable by reason of the extent, duration, or
geographical scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration, geographical
scope, or other provisions thereof, and in its reduced form such restriction
shall then be enforceable in the manner contemplated thereby. If Employee
breaches any of his material obligations under the Subject Provisions in any
material respect, which breach is not cured within 30 days after receipt of
written notice from the Company, notwithstanding anything to the contrary
contained herein, the Company shall have no further compensation or benefit
obligations to Employee pursuant to this Agreement. The Subject Provisions shall
survive any termination of this Agreement. 

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     Section 14. Representations
and Warranties of Employee. 

    
Employee represents and warrants to the Company that (a) Employee 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 the Company hereunder and (b) Employee is under no
physical or mental disability that would hinder his performance of duties under
this Agreement. 

    
Section 15. Life
Insurance. 

    
If requested by the Company, Employee shall submit to such physical
examinations and otherwise take such actions and execute and deliver such
documents as may be reasonably necessary to enable the Company, at its expense
and for its own benefit, to obtain life insurance on the life of
Employee.

    
Section 16. Modification. 

    
This Agreement and the 2010 Agreement set forth the entire understanding
of the parties with respect to the subject matter hereof, supersede all existing
agreements between them concerning such subject matter (other than previously
existing equity awards made by the Company to Employee, except as any such award
may be modified by this Agreement), and may be modified only by a written
instrument duly executed by each party. 

    
Section 17. Notices. 

    
Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or delivered against receipt to the party to whom it is to be
given at the address of such party set forth in the preamble to this Agreement
(or to such other address as the party shall have furnished in writing in
accordance with the provisions of this Section 17). Notice to the estate of
Employee shall be sufficient if addressed to Employee as provided in this
Section 17. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party’s address which shall be deemed given at the time of receipt thereof.


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     Section 18.
Waiver.


    
Any waiver by either party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must be in writing. 

    
Section 19. Headings. 

          The
headings in this Agreement are solely for the convenience of reference and shall
be given no effect in the construction or interpretation of this Agreement.


    
Section 20. Counterparts; Governing
Law. 

          This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but both of which together shall constitute one and the same
instrument. It shall be governed by and construed in accordance with the laws of
the State of New York, without giving effect to conflict of laws. 

    
Section 21. Section 409A
Compliance. 

          This
Agreement is intended to comply with the requirements of Section 409A and the
regulations issued thereunder. To the extent of any inconsistencies with the
requirements of Section 409A, this Agreement shall be interpreted and amended in
order to meet such Section 409A requirements. Notwithstanding anything contained
in this Agreement, it is the intent of the Company to have this Agreement
interpreted and construed to comply with any and all provisions of Section 409A,
including any subsequent amendments, rulings, or interpretations from
appropriate governmental agencies. If, however, any benefit or payment under
this Agreement is deemed to not comply with Section 409A, the Company and
Employee agree to renegotiate in good faith any such benefit or payment
(including, without limitation, as to the timing of any severance payments
payable hereunder) so that either (a) Section 409A will not apply or (b)
compliance with Section 409A will be achieved. 

    
Section 22. Indemnification. 

          The Company
shall indemnify and make permitted advances to Employee on the same basis as it
indemnifies and makes permitted advances to its other directors and officers.
The Company shall not modify in a manner that is materially adverse to Employee
the basis on which it is obligated on the date hereof to indemnity and advance
expenses to Employee unless the Company is legally required to do so. In
addition, Employee shall be entitled to the full protection of any insurance
policies which the Employer may elect to maintain generally for the benefit of
its directors and officers.

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          IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written. 


	Research
      Frontiers Incorporated
		 
		 
	By:    	/s/ Joseph M.
      Harary
		Joseph M. Harary, President and CEO
		 
		 
	 	/s/ Seth L. Van
      Voorhees
		Seth L. Van Voorhees




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