Exhibit 10.1


 


 


 


CONFIDENTIAL


 


September
9, 2015


 


Jeffrey
P. Lucas, CPA, CFA


25 Fairmont Street

Belmont MA 02478


 


BY
EMAIL: Jeffrey.lucas@verizon.net


 


Dear
Jeff,


 


On
behalf of eMagin Corporation ("eMagin" or the "Company"), I am pleased to offer you the position of Chief
Financial Officer and Treasurer, reporting to Andrew Sculley, CEO and President with an anticipated start date of September 15,
2015. This position requires a very hands-on approach and will require interaction with other departments such as Product Development,
Engineering, R&D, Sales, Quality, Business Development and Manufacturing.


 


The
terms of your new position with the Company are as set forth below: 


 


Compensation


 


Your
starting base salary for this position will be at a rate of $13,269.23 bi-weekly ($345,000 annualized) in accordance with eMagin's
payroll practices. The annual base salary will be reviewed each year by the Compensation Committee to determine if such base salary
should be increased due to inflation or in recognition of your services to the Company.


 


You
will be eligible for an annual target bonus of 20% tied to the results of the company: Cash Flow, Revenue and Earnings as agreed
to by the Board of Directors. For 2016 your bonus will be prorated for year ending 2015.


 


Equity-Related
Instruments


 


In
addition, the Board of Directors have agreed to grant you a stock option to purchase 75,000 shares of eMagin common stock vesting
over three years with a 5-year term at an exercise price equal to the fair market value of the stock on the date of the grant.
These options vest 1/3 per year annually over a three (3) year period. (The exercise price of the stock option will be set
at the fair market value of the stock on the date of the grant (this would be the date you start work) . You may accrue your options
without being required to exercise and buy the options for five (5) years, although a major status change to the company, such
as a sale, may force the early exercising of options. The stock options are subject to any lock-up provisions imposed company-wide.
Should you leave the company in the future for any reason, you will be required to exercise any vested options upon exit from
the company to avoid expiration of your options within 90 calendar days).


 


eMagin
Corporation   ●   2070 Route 52   ●   Hopewell Junction, NY 12533   ●   845-838-7900



  



     


     


    

 


Should
there be a Change of Control of the Company, immediately prior to the consummation of such Change of Control, all of your unvested
options to purchase shares of the Company's stock will become fully vested and exercisable. Change of Control means the sale of
all or substantially all the assets of the Company; any merger, consolidation or acquisition of the Company with, by or into another
corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of
the Company in one or more related transactions.


 


Vacation


 


You
will be entitled to 20 vacation days per year, accrued and prorated in accordance with Company policy. 



 


Relocation


 


Reimbursement
for the movement of your household goods and cars will apply as long as they are shipped not later than one year from your start
date As part of this offer, the Company will provide the following relocation package:


 


		●	Household
                                         Goods. The Company will reimburse you for actual, out of pocket costs incurred in
                                         the movement (including packing, shipping and unpacking) of household goods from your
                                         current residence to your new residence in the Hopewell Junction, NY area. Reimbursement
                                         for the packing, shipping and unpacking assumes typical household goods only. Three quotes
                                         from established moving companies must be submitted to Company management for approval
                                         prior to incurring any such expense.



 


		●	Temporary
                                         Housing. Temporary living at a local hotel will be arranged and paid for directly
                                         by eMagin for a maximum of 30 days.



 


		●	Storage.
                                         Storage of moved goods will be provided for a period not to exceed 2 months. Payment
                                         will be made by eMagin directly to the storage company, after review of quotations (2
                                         minimum) of such established businesses by eMagin. Expenses attributable to storage beyond
                                         this time period will be your responsibility.



 


		●	Relocation
                                         Allowance. The Company will provide a relocation allowance of $13,000 to be paid
                                         within the first 30 days following employment start date at eMagin ("Start Date
                                         ").



 


The
relocation package described in this paragraph is contingent upon your long term employment and must be reimbursed to eMagin if
you voluntarily separate from eMagin prior to the second anniversary of your Start Date for any reason. Before incurring any expenses,
you will be required to sign a Repayment Agreement reflecting the foregoing repayment obligations. You will be responsible for
any taxes associated with the relocation allocation. Expenses associated with relocation may be tax deductible; you should consult
your tax advisor.


 





eMagin
Corporation   ●   2070 Route 52   ●   Hopewell Junction, NY 12533   ●   845-838-7900


 




    	 	2	 



     


    

 


Employee
Agreements; Medical Plan


 


Upon
reporting to work, as a condition of employment, staff members are required to sign agreements that include provisions of patent
assignment, non-competition, confidentiality, and code of business conduct requirements. An EPO type medical plan is currently
offered to our employees (see attached Summary of Benefits).


 


At-Will


 


This
employment offer is by no means construed as a contract of employment for a fixed duration. Your employment is on an "at-will"
basis and may be terminated by you or eMagin at any time for any reason. No one at eMagin is authorized to enter into any employment
agreement, except if in writing and signed by the President. This letter contains all benefits and entitlements of the position
you're being offered; it specifies your entire compensation.


 


Severance


 


Should
the Company terminate your employment for any reason other than for unsatisfactory performance or gross misconduct, the Company
will provide you with six month's severance pay, paid at your current salary at the time of termination, provided you sign a separation
and release agreement, in form and substance acceptable to the Company, at the time of termination.


 


*
* *


 


This
offer is subject to final Board of Directors' approval and is contingent on a positive background check, please fill out the attached
authorization form and return to our HR Representative — Lucille Mavrokefalos - Imavrokefalos@emagin.com.


 


I
am delighted to be able to make this offer to you, Jeff. Your anticipated contributions in this position are considered to be
a key component to help the Company grow. High performance in this position, coupled with success in our display development and
manufacturing efforts, should provide you the opportunity for professional and financial growth in the years to come.


 


If
this offer is acceptable to you, please sign and return the enclosed copy of this letter. I look forward to a favorable reply.


 


Sincerely,


 


	/s/
    Andrew Sculley	 
	Andrew
    Sculley	 
	President
    and CEO	 


 


	Understood
    and accepted: 	/s/ Jeffrey
    Lucas	 	September 10, 2015	 
	 	Jeffrey
    Lucas	 	Date	 


  


eMagin
Corporation   ●   2070 Route 52   ●   Hopewell Junction, NY 12533   ●   845-838-7900





 


 


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