Exhibit 10.10

     

    EMPLOYMENT
AGREEMENT

     

    This
EMPLOYMENT AGREEMENT
(this “Agreement”), entered
into this 24 day of February, 2008, by and between Cyalume Technologies, Inc., a
Delaware corporation (the “Company”), and Derek
Dunaway (the “Executive”).

     

    WHEREAS, the Company desires
to secure the services of the Executive, the Executive desires to commence
employment with the Company, and each desires to enter into an agreement to
provide for the terms of such employment as set forth herein.

     

    NOW, THEREFORE, the parties
hereto agree as follows:

     

    
      1.            
Definitions.  As
used herein, the following terms shall have the following
meanings:

    

     

    “Affiliate” means, as
to any Person, any other Person which directly or indirectly controls, or is
under common control with, or is controlled by, such Person.  As used
in this definition, “control” (including, with its correlative meanings,
“controlled by” and “under common control with”) shall mean possession, directly
or indirectly, of the power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise).

     

    “Board” means the
board of directors of the Company.

     

    “Employment Period”
means the period beginning on the date of this Agreement and ending on the date
on which the Executive is no longer employed by the Company.

     

    “Person” means an
individual, a partnership, a corporation, an association, a limited liability
company, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political
subdivision thereof.

     

    ”Subsidiary” means any
corporation, partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of units entitled to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by the Company or (ii) if a partnership,
association or other business entity, a majority of the partnership or other
similar ownership interests thereof is at the time owned or controlled, directly
or indirectly, by the Company.

     

    
      2.            
Employment.

    

     

     (a)           Employment.  The
Company agrees to employ the Executive, and the Executive hereby accepts
employment with the Company, upon the terms and conditions set forth in this
Agreement during the Employment Period.

     

     (b)           Position and
Duties.

     

     (i)           Position.  During
the Employment Period the Executive shall serve as the President and Chief
Executive Officer of the Company under the supervision and direction and
reporting directly to the Cyalume Board.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     (ii)           Responsibilities.  In
the Executive’s capacity as the President of the Company, the Executive shall
perform such duties as are customarily performed by a President of a non-public
company of comparable size and shall have such power and authority as shall
reasonably be required to enable him to perform such duties
hereunder.  The Executive shall attend Board meetings as requested by
the Board.  The Executive will have such other duties and
responsibilities as the Board may reasonably determine from time to time, and
the Executive will faithfully perform such duties to the best of his
ability.

     

     (iii)         Time to be Devoted to
Employment.  Except for vacation, absences due to temporary
illness and absences resulting from a disability, the Executive shall (A) devote
substantially all of his business time, attention, energy and skills to the
business of the Company, (B) use his best efforts to promote the success of the
Company’s businesses, and (C) cooperate fully with the Board in the advancement
of the best interests of the Company.

     

     (iv)         Policies.  The
Executive will be subject to, and will comply with, the policies, standards and
procedures generally applicable to senior management employees of the Company
from time to time.

     

     (c)           Base Salary and
Benefits.

     

     (i)           Base
Salary.  During the Employment Period, the Company will pay to
the Executive a base salary (the “Base Salary”) at the
annual rate of $250,000.  The Base Salary shall be paid by the Company
in regular installments in accordance with the Company’s general payroll
practices and shall be subject to customary withholding, payroll and other
taxes.

     

     (ii)          Vacation.  During
the Employment Period, the Executive shall be entitled to three (3) weeks paid
vacation during each 12-month period worked.  If the Executive is
employed hereunder during a calendar year for less than all of that year, he
shall be entitled in that year to a number of such vacation days, pro rated
based on the number of days worked during such year. Unused vacation days shall
not accumulate or roll over between calendar years.

     

     (iii)         Benefits.  In
addition to the Base Salary, the Executive shall be entitled, during the
Employment Period, to participate in such employee benefit plans generally made
available to senior management employees of the Company, subject to the terms
and conditions thereof and subject to change from time to time (the “Benefit Plans” and
the benefits offered under the Benefit Plans being herein referred to as the
“Benefits”).

     

     (iv)         Business
Expenses.  The Company shall reimburse the Executive for all
reasonable out-of-pocket expenses incurred by him in the course of performing
his duties under this Agreement, in each case which are consistent with the
Company’s policies in effect from time to time with respect to travel,
entertainment and other business expenses. The Executive must furnish the
Company with evidence relating to such expenses as the Company requires to
substantiate such expenses for tax and accounting purposes. During the
Employment Period, the Executive shall be entitled to a  monthly car
allowance in the amount of $1,000, which allowance shall be paid in regular
installments in accordance with the Company’s general payroll practices and
shall be subject to customary tax withholding.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     (d)           Termination.

     

     (i)           The
Employment Period shall terminate (x) upon the Executive’s death or disability,
(y) upon the Executive’s voluntary resignation of his employment with the
Company, or (z) by the Company for any reason.  The effective date of
the termination of the Employment Period pursuant to this Section 2(d) is
hereinafter referred to as the “Termination
Date.”  Except as otherwise provided herein, the Termination
Date with respect to termination of the Employment Period by the Company shall
be the date specified by the Company in a written notice to the
Executive.  Upon the termination of the Employment Period, the
Executive shall be entitled to (1) all previously earned and accrued but unpaid
Base Salary up to the Termination Date, (2) all unpaid vacation and reimbursable
expenses which have accrued up to the Termination Date and (3) any other amounts
the payment of which is required by applicable law, but shall not be entitled to
any further Base Salary or Benefits for the remainder of that year or any future
year, or to any severance compensation of any kind, nature or
amount.

     

     (ii)          Any
payments pursuant to this Section 2(d) shall be
made in regular payroll payment installments in accordance with the Company’s
general payroll practices and as of the date of the final such payment, the
Company shall have no further obligation to the Executive pursuant to this Section 2(d) except
as provided by applicable law.

     

    3.            
Confidential
Information.  The Executive acknowledges that the information,
observations and data obtained by the Executive while employed by the Company
concerning the business and affairs of the Company and/or any Affiliated entity
(collectively, the “Confidential
Information”), are the property of the Company and/or an Affiliated
entity, as applicable.  Therefore, the Executive agrees that he shall
not disclose to any unauthorized Person or use for his own account any
Confidential Information unless such Confidential Information (i) is
generally known to
and available for use by the public other than as a result of the Executive’s
acts or omissions to act; (ii) is rightfully received by the Executive from
a party who was not subject to any obligations of confidentiality; or
(iii) the Executive is required by order of a court of competent
jurisdiction (by subpoena or similar process) to disclose or discuss any
Confidential Information, provided, that in
such case, the Executive shall promptly inform the Company of such order, shall
cooperate with any effort by the Company to obtain a protective order or to
otherwise restrict such disclosure, and shall only disclose Confidential
Information to the extent necessary to comply with any such court
order.  If in the absence of a protective order or the receipt of a
waiver hereunder, the Executive, on the written advice of counsel, is compelled
to disclose any Confidential Information to any tribunal or else stand liable
for contempt, the Executive shall, at the reasonable request of the Company, use
his best efforts to obtain an order or other assurance that confidential
treatment will be accorded to such portion of the Confidential Information
required to be disclosed as the Company shall designate. The Executive shall
deliver to the Company at the termination of the Executive’s employment, or at
any other time that the Company may request, all memoranda, notes, plans,
records, reports, computer tapes and software and other documents and data (and
all copies thereof) relating to the Confidential Information or Work Product
which he may then possess or have under his control.

     

    4.          
 Inventions, Work
Product.  The Executive agrees that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings,
reports, and all similar or related information and other intellectual property
rights which relate to any member of the  Company’s actual or
anticipated business, research and development or existing or future products or
services and which are conceived, developed or made by the Executive while
employed by the Company (collectively, “Work Product”),
belong and are the property of the Company.  The Executive will
promptly disclose such Work Product to the Board and perform all actions
reasonably requested by the Board (whether during or after the Employment
Period) to establish and confirm such ownership (including, without limitation,
assignments, consents, powers of attorney and other
instruments).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.            
Noncompetition;
Nonsolicitation.

     

     (a)           The
Executive acknowledges that in the course of his employment with the Company and
its Subsidiaries he will become familiar, with the Company’s trade secrets and
with other Confidential Information and that his services have been and will be
of special, unique and extraordinary value to the Company and its
Subsidiaries.  Therefore, the Executive agrees that, for the period of
twelve (12) months following the Termination Date (such period, the “Noncompete Period”),
he shall not directly or indirectly own, manage, control, participate in,
consult with, render services for, operate or in any manner engage (including by
himself or in association with any Person) in any business in North America or
France (or any other country in which the Company and its Subsidiaries operate
or could reasonably be anticipated to operate during the Noncompete Period)
that, directly or indirectly has as a business purpose or any activity which is
or may reasonably be construed to be competitive with the business of the
Company and its Subsidiaries as conducted at any time during the Noncompete
Period (including changes or expansions in the businesses or the products sold
or distributed reasonably anticipated during such time period).

     

     (b)           During
the Noncompete Period, the Executive shall not directly or indirectly (whether
individually or through another Person):  (i) influence or
attempt to influence any of the customers, suppliers, licensees, licensors,
sponsors or other business relations of any member of the Company to divert
their business or patronage from any member of the Company to any other Person
engaged in a similar business or to decrease or cease doing business with any
member of the Company, or in any way interfere with the relationship between any
customer, supplier, licensee, licensor, sponsor or other business relation and
the Company; (ii) disclose to any Person the names, addresses, or
requirements of, any customers of the Company, the prices charged to such
customers or the practices used in servicing such customers; (iii) make any
statement or do any act intended to cause existing or potential customers of the
Company to make use of the services or purchase the products of any competitive
business; (iv) hire or attempt to hire any (A) active employee of the
Company and (B) person who was an employee of the Company at any time within the
twelve (12) month period prior to being hired by the Executive for any kind of
employment; or (v) induce or attempt to induce any employee of the Company
to leave his or her employ or in any way interfere with the relationship between
the Company and any of its employees.

     

     (c)           The
parties hereto acknowledge and agree that the Company will suffer irreparable
harm from a breach by the Executive of any of the covenants or agreements
contained in this Section 5. The Executive further
acknowledges that the restrictive covenants set forth in this Section 5 are of a
special, unique and extraordinary character, the loss of which cannot be
adequately compensated by monetary damages.  The Executive agrees that
the periods of restriction and geographic area of restriction imposed by the
provisions of this Section 5 are fair
and reasonable and are reasonably required for the protection of the Company in
whose favor such restrictions operate. The Executive acknowledges that, but for
the Executive’s agreements to be bound by the restrictive covenants set forth in
this Section 5,
the Company would not have entered into this Agreement.  In the event
of an alleged or threatened breach by the Executive of any of the provisions of
Sections 3 or
5, the Company
or its successor or assign may, in addition to all other rights and remedies
existing in its or their favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other equitable relief (without
posting a bond or other security) in order to enforce or prevent any violations
of the provisions hereof.  In the event of a violation by the
Executive of any of the provisions of this Section 5, the
Noncompete Period shall be tolled from the date of the violation until such
violation is resolved.

     

     (d)           If,
at the time enforcement is sought of any of the provisions of this Section 5, a court of
competent jurisdiction holds that the restrictions stated herein are
unreasonable under the circumstances then existing, the parties hereto
agree that the
maximum period,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     (e)           The
refusal or failure of the Company to enforce any of the restrictive covenants
set forth in Sections
3 and 5
against the Executive, for any reason, shall not constitute an act of precedent
or a defense to the enforcement by the Company of the restrictive covenants set
forth herein, nor shall it give rise to any claim or cause of action by the
Executive against the Company.  If any action should have to be
brought by the Company against the Executive to enforce the restrictive
covenants set forth in Sections 3 and 5, the Executive
agrees that the Company is entitled to preliminary and permanent injunctive
relief restraining the Executive from violating any of such restrictive
covenants and shall be entitled to seek all other legal and equitable remedies
provided under applicable law.  The Executive expressly acknowledges
that the restrictive covenants set forth in Sections 3 and 5 apply to any
successor or assign of the Company as a direct third-party beneficiary and that
such restrictive covenants are expressly intended for the benefit of such
successor and assign.

     

    6.            
Notices.  All
notices, demands or other communications to be given or delivered under or by
reason of the provisions of this Agreement will be in writing and will be
effective if delivered personally, mailed by certified or registered mail,
return receipt requested and postage prepaid, sent via a nationally recognized
overnight courier, or sent via facsimile to the recipient with telephonic
confirmation by the sending party. Such notices, demands and other
communications will be sent to the address indicated below:

     

    
      To the
Company:

       

      Cyalume
Technologies, Inc.c/o Columbus Nova

      Citigroup
Center

      153 East
53rd Street

      New York,
New York 10022

      Attention:
Jason Epstein and Steven Flyer

      Facsimile
No.: (212) 308-6623

      


      With a copy (which shall not
constitute a notice to the Company) to:

       

      Kirkland
& Ellis LLP

      Citigroup
Center

      153 East
53rd Street

      New York,
NY 10022

      Attention:
Jai Agrawal

      Facsimile
No.: (212) 446-6460

       

      To the
Executive:

       

      Derek
Dunaway

      7111
Woodmont Ave.

      Apt
717

      Bethesda
MD, 20815

      Facsimile
No.: (413)
788-4817

    

    
      
        
           

        

      

    

    or such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.            
Miscellaneous.

     

     (a)           Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other
jurisdiction.

     

     (b)           Complete
Agreement.  This Agreement embodies the complete agreement and
understanding among the parties and supersedes and preempts any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any
way.

     

     (c)           Counterparts; Facsimile and
Email Signatures.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.  Facsimile or scanned
and emailed counterpart signatures to this Agreement shall be acceptable and
binding on the parties hereto.

     

    (d)           
Successors and
Assigns.  Except as otherwise provided herein, this Agreement
shall bind and inure to the benefit of and be enforceable by the Executive and
the Company, and their respective successors and assigns; provided, that the
services provided by the Executive under this Agreement are of a personal nature
and rights and obligations of the Executive under this Agreement shall not be
assignable.

     

    (e)           
Governing
Law.  All questions concerning the construction, validity and
interpretation of this Agreement and the exhibits hereto will be governed by and
construed in accordance with the domestic laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New
York.

     

    (f)          
 Waiver of Jury
Trial.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF
THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO
CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY
JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS
AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

     

    
      (g)           Remedies Upon Breach.
In addition to, and not in limitation of, the provisions of Sections
3, 4 and 5 hereof, the Executive agrees that
any breach of this Agreement by him may cause irreparable damage to the Company
and that in the event of such breach the Company shall have, in addition to any
and all remedies of law, the right to an injunction, specific performance or
other equitable relief to prevent the violation of any obligations hereunder,
without the necessity of posting a bond or other security.  With
respect to any dispute between the Company and the Executive as to the
interpretation, terms, validity or enforceability of this Agreement, the losing
party in such dispute shall pay to the prevailing party all of the prevailing
party’s costs and expenses, including reasonable attorneys’ fees in connection
with the enforcement of this Agreement.

       

    

    (h)           
Executive’s
Cooperation.  During the Employment Period and thereafter, the
Executive shall cooperate with the Company in any internal investigation or
administrative, regulatory or judicial proceeding as reasonably requested by the
Company (including, without limitation, the Executive being available to the
Company upon reasonable notice for interviews and factual investigations,
appearing at the Company’s request to give testimony without requiring service
of a subpoena or other legal process, volunteering to the Company all pertinent
information and turning over to the Company all relevant documents which are or
may come into the Executive’s possession, all at times and on schedules that are
reasonably consistent with the Executive’s other permitted activities and
commitments). Such services will be without additional compensation if the
Executive is then employed by the Company and for reasonable compensation if the
Executive is not then employed by the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (i)          
  Amendment and
Waiver.  The provisions of this Agreement may be amended and
waived only with the prior written consent of the Company and the
Executive.

     

    (j)            
No Strict
Construction.  The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any
party.

     

    (k)           
No Third Party
Beneficiaries.  Nothing in this Agreement, express or implied,
is intended or shall be construed to give any Person other than the parties to
this Agreement and their respective heirs, executors, administrators, successors
or permitted assigns any legal or equitable right, remedy or claim under or in
respect of any agreement or any provision contained herein.

     

    (l)            
Section
409A.  It is the intention of the parties to this Agreement
that no payment or entitlement pursuant to this Agreement will give rise to any
adverse tax consequences to the Executive under Section 409A of the
Code.  The Agreement shall be interpreted to that end and, consistent
with that objective and notwithstanding any provision herein to the contrary,
the Company and the Executive shall, to the extent necessary to comply with
Section 409A of the Code, agree to act reasonably and in good faith to mutually
reform the provisions of this Agreement to avoid the application of or excise
tax under Section 409A of the Code.  Notwithstanding any other
provision herein, to the extent required by Section 409A of the Code, any
payment payable to the Executive due to his “separation from service” (as
defined under Section 409A) shall be deferred during the six-month period
commencing on such separation from service and paid to the Executive in a lump
sum promptly after the expiration of such six-month period.

     

    *   *   *   *   *

     

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

     

    COMPANY:

     

    CYALUME
TECHNOLOGIES, INC.

    


    
      
        
          
            	
                    By:         /s/
      Jason Epstein

                  
	 
      


          

        

      

    

     

    EXECUTIVE:

     

    
      
        
          	
                                 /s/
      Derek Dunaway