ex10-1





 





 
Exhibit
10.1




 


	


	








 


January
7, 2021


 






 





Mr. Jay
B. Lewis, CPA 


9503
Silver Spur Lane


Highlands Ranch, CO
80130 


 


Dear
Jay:

 


ImageWare Systems,
Inc. ("ImageWare" or the “Company”) is pleased to offer
you the position of Senior Vice President and Chief Financial
Officer. We would like your start date to be on Friday, January 8,
2021 and is contingent upon receipt of a satisfactory background
check and approval by our Board of Directors. Upon satisfactory
background clearance we will promptly prepare an Employment
Agreement reflecting the terms and conditions set forth
herein.


 





You
will be expected to perform various duties consistent with your
position, as provided to you from time-to-time by your supervisor.
ImageWare may change your position, duties, and work location from
time to time, as it deems necessary. You will report directly to me
and it is expected that you will work remote from Colorado on a
regular daily basis and will travel to the San Diego office as
requested (post travel restrictions from COVID-19).


 





As
compensation for your services, you will be paid $10,000
semi-monthly, less standard payroll deductions and all required
withholdings.


 





You
will be eligible for standard ImageWare benefits as in effect from
time to time. ImageWare provided benefits become effective the
first day of the month following date of hire. In your case,
benefits will become effective February 1, 2021. Currently,
ImageWare Systems pays 100% of the monthly premium for employee and
up to 80% for one eligible dependent enrolled in our medical plan,
and 100% of the monthly premium for employee plus one eligible
dependent for the dental and vision plans.


 





As
additional compensation for your services, subject to approval by
the Board of Directors, you will be awarded not less than 2% of
ImageWare’s fully diluted shares to be settled in stock
options to purchase common stock, determined in the discretion of
the Board of Directors. The exercise price shall be the fair market
value of ImageWare’s common stock on the date of grant. Any
award shall vest over a three-year period from date of grant as
determined when approved by our Board of Directors. One-third of
any grant will vest on the first anniversary following the grant
date. Thereafter, the remaining portion will vest in equal amounts
on a monthly basis over the next 24-months following the first
anniversary date. In the event of a change in control of the
Company, any award granted to you shall become fully
vested.


 





Once we
achieve profitability, you will be considered for an annual bonus
upon attainment of agreed upon corporate and personal objectives as
determined between you and our Chairman, President, and CEO and
approved by Company’s Board of Directors. The bonus amount
shall reflect that amount deemed typical for Chief Financial
Officers of public companies of similar size and revenue. The
framework of the bonus plan is being formulated by myself and Human
Resources.


 





	












 








 





   


Post
any restrictions in place due to COVID-19 pandemic, it is expected
that you will relocate to San Diego by late Spring or Summer 2021.
To help offset your moving expense, ImageWare will reimburse you up
to $15,000 of moving expenses upon submission of applicable
receipts.


 





If you
are terminated without "cause" you will receive as severance,
continued as semi-monthly payments, or a lump sum within ninety
(90) days of termination equal to an aggregate, of twelve (12)
months of your base pay then in effect and continued health
insurance coverage (medical, dental, and vision under COBRA
continuation), then in effect, for up to twelve (12) months
following your termination or until you secure other insurance
coverage, whichever comes first. The actual timing of payments to
be mutually agreed upon at time of such event. However, your
receipt of these severance benefits would be contingent upon you
signing a mutually acceptable release of any and all claims against
the Company arising out of or in connection with your employment
with the Company.


 





For
purposes of the Agreement, “Cause” shall be defined as
follows: i. an act of fraud, embezzlement, or theft in connection
with your duties or in the course of your employment with the
Company; ii. willful and gross misconduct which results in material
injury to the Company; iii. unauthorized disclosure by you of
Company trade secrets or proprietary information; iv. violation,
including a plea of nolo contendre by you of any federal, state, or
local law, ordinance, rule, or regulation (other than traffic
violations or similar offenses); v. any breach by you of corporate
fiduciary duties owed to the Company; vi. willful failure or
refusal by you to perform the duties required by your position with
the Company; vii. refusal by you to assist in litigation,
arbitration, or other disputes involving the Company so long as
such assistance does not interfere with your ability to perform the
duties of your position; or viii conviction of a felony. In the
event Company believes “Cause” exists for terminating
the Agreement pursuant to this Section, the Company shall give you
written notice of the acts or omissions under sections
“v” and “vi” above constituting
“Cause” (“Cause Notice”), and no
termination of the Agreement shall be effective unless and until
you fail to cure such acts or omissions within fifteen (15)
calendar days after receipt of the Cause Notice.


 





The
Company shall reimburse you for all reasonable expenses incurred in
the course of performing your duties under the Agreement which are
consistent with the Company’s policies in effect from time to
time with respect to travel, entertainment and other business
expenses, subject in all instances to the Company’s
requirements with respect to reporting and documentation of such
expenses.


 





You
will be granted three weeks of paid vacation per year.


 


As an
ImageWare employee, you will be expected to abide by ImageWare
corporate policies. As a condition of employment, you will be
required to sign and comply with the attached Employee
Nondisclosure and Invention Assignment Agreement, which among other
things, prohibits unauthorized use or disclosure of the proprietary
information of ImageWare.

 


Please
understand that all employees at ImageWare are considered to be "at
will employees," which means that no guarantee of employment is
made or implied. You may terminate your employment with ImageWare
at any time and for any reason whatsoever simply by notifying
ImageWare. Likewise, ImageWare may terminate your employment at any
time and for any reason whatsoever, with or without cause or
advance notice. This at-will employment relationship cannot be
changed except in writing signed by an authorized ImageWare
officer.


 





All
employees, with access to customer databases and information, are
required to submit to and pass a criminal background investigation.
Should an employee, whose essential functions and responsibilities
require access to such databases and information, fail to submit to
and pass a criminal background investigation that employee’s
employment will immediately terminate. 


 

 





	












 








 





 





This
letter, together with your Employee Nondisclosure and Invention
Assignment Agreement, forms complete and exclusive statement of the
terms of your employment with ImageWare. The employment terms in
this letter supersede any other agreements or promises made to you
by anyone, whether oral or written. This offer is subject to
satisfactory proof of your right to work in the United States as
well as your fulfillment of all other necessary conditions required
by state or federal law.


 





Please
sign and date a copy of this letter no later than January
7th, to indicate your
acceptance of this offer.


 





When
reporting to your first day of employment, please be prepared to
provide satisfactory evidence for eligibility of employment as
required by federal law. Failure to provide satisfactory evidence
for eligibility of employment may delay your employment status with
ImageWare.


 





We are
looking forward to a mutually rewarding relationship and believe in
your ability to contribute to the future success of ImageWare. If
you have any questions about this offer, please do not hesitate to
call.


 





Sincerely,


ImageWare Systems,
Inc.


 


/s/ Kristin
Taylor



Kristin
Taylor


Chairman,
President, and CEO


 


Acknowledgement and
Acceptance:

 


I
hereby accept the terms of my employment with ImageWare Systems,
Inc. as set forth above and acknowledge that my employment with
ImageWare Systems, Inc. is at-will. 


 

/s/ Jay B. Lewis

Jay B.
Lewis                                                                                                 
Date  1/7/2021

 


 


Encl.: Employee
Nondisclosure and Invention Assignment
Agreement