**Exhibit10.1**

 

**INVISION TECHNOLOGIES,INC.**

** **

**KEY EMPLOYEE AGREEMENTFOR**

** **

**ANDREW SIEGEL**

** **

This **KEY EMPLOYEE AGREEMENT**(“Agreement”) is entered into as of the 1st day of May, 2002, by and between **ANDREW SIEGEL**(“Executive”) and **INVISIONTECHNOLOGIES, INC.**(the “Company”).

 

**WHEREAS**,the Company desires to employ Executive to provide personal services to theCompany, and wishes to provide Executive with certain compensation and benefitsin return for his services; and

 

**WHEREAS**,Executive wishes to be employed by the Company and provide personal services tothe Company in return for certain compensation and benefits;

 

**NOW,THEREFORE**, in consideration of the mutual promises andcovenants contained herein, it is hereby agreed by and between the partieshereto as follows:

 

**1.**                                      EMPLOYMENT BY THE COMPANY.

 

**1.1****                               Position. **Subject to terms set forth herein, the Company agrees toemploy Executive in the position of Vice President of Business Development andExecutive hereby accepts such employment effective as of May 1, 2002 (the“Employment Date”) which is the effective date of this Agreement.  In the event that a Qualifying Acquisition(defined below) occurs, Executive shall be promoted to the position of SeniorVice President of Corporate Development, effective on or promptly after theexecution of a definitive agreement relating to such QualifyingAcquisition.  For purposes of this Agreement, a “Qualifying Acquisition” is anacquisition transaction pursuant to which the Company acquires all orsubstantially all of the equity, assets or securities, of an unaffiliatedentity for consideration having a value of more than fifty million dollars($50,000,000), the calculation of such consideration to include, but not belimited to, cash paid or equity issued by the Company, consideration allocatedto seller’s noncompetition agreements (if any), in the case of an assetacquisition the amount of any assumed liabilities, and the amount of anyinstallment or earn-out payments to be received by sellers from the Companypursuant to the applicable transaction agreement(s), excluding payments relatedto employment following the transaction closing or employee stock optionsprovided after the transaction closing. During the term of his employment with the Company, Executivewill devote his best efforts and substantially all of his business time andattention (except for vacation periods and reasonable periods of illness orother incapacity permitted by the Company’s general employment policies) to thebusiness of the Company.

 

**1.2****                               Duties and Location. **Executive shall serve in anexecutive capacity and shall perform such duties as are customarily associatedwith his then current title, consistent with the

 

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Bylaws of the Company andas required by the Company’s Board of Directors (the “Board”) or ChiefExecutive Officer (“CEO”).  Executivewill report to the Company’s CEO. Executive’s primary office location shall be the Company’s corporateheadquarters, currently located in Newark, California.  The Company reserves the right to reasonablyrequire Executive to perform his duties at places other than its corporateheadquarters from time to time, to require reasonable business travel, and torelocate Executive’s primary office location within the greater San FranciscoBay Area.

 

**1.3****                               Policies and Procedures. **The employment relationshipbetween the parties shall be governed by the general employment policies andpractices of the Company, which the Company may change from time to time, andExecutive will be expected to abide by such Company policies and practices.

 

**2.**                                      COMPENSATION AND BENEFITS.

 

**2.1****                               BaseSalary.**  Executive shall receive,for services to be rendered hereunder, an annualized base salary of one hundredeighty thousand dollars ($180,000), less standard payroll deductions andwithholdings and payable in accordance with the Company’s regular payrollschedule.  In the event that Executiveis promoted to the position of Senior Vice President of Corporate Developmentas provided in Section 1.1 (Position) above, Executive’s annual base salaryshall increase to two hundred twenty thousand dollars ($220,000) effective asof the date of such promotion.  Suchcompensation is subject to further change from time to time in the Company’sdiscretion.

 

**2.2****                               Bonus Potential.**  Executive shall be eligible to receive anincentive bonus to be determined on an annual basis, payable during the firstquarter of the subsequent year, less standard payroll deductions andwithholdings.  The Company willdetermine whether Executive has earned the bonus based on the Company’sattainment of specific corporate objectives, as outlined in the executivecompensation plan, and on Executive’s attainment of personal objectives.  Executive’s initial personal objectives areto be mutually determined between Executive and the CEO within two (2) monthsof the Employment Date.  No bonuses areearned until the Board confirms such bonuses in writing.  If Executive is not employed at the time anybonus is to be paid due to his voluntary separation from the Company orinvoluntary termination for Cause, he will not have earned the bonus and nopartial or pro-rata bonus will be paid. Except as otherwise set forth herein, the Company shall have the solediscretion to change or eliminate the annual bonus program at any time, todetermine whether the corporate and personal objectives have been achieved, andto determine the amount of the bonus earned by Executive, if any.  For the remainder of calendar year 2002, andfor each calendar year after 2002 that this Agreement is in effect, Executiveshall be eligible to receive a bonus amount of two hundred twenty thousanddollars ($220,000) at target. Each year’s bonus (including the bonus payablefor 2002) shall be paid to Executive on or before the last business day of thefirst quarter of the immediately following calendar year.

 

**2.3****                               StockOption Grants**.  Subject to Board approval, the Company will grantto Executive under the InVision Technologies, Inc. 2000 Non-Officer EquityIncentive Plan (“the NOEIP”) nonqualified options to purchase eighty thousand(80,000) shares of the Company’s common stock at an exercise price equal to thefair market value of the Common Stock, as

 

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determinedby the Board, at the time of the Board’s approval of the grant (the “InitialOption”).  In addition, subject to Boardapproval, in calendar year 2003 the Company will grant to Executive, under theInVision Technologies, Inc. 2000 Equity Incentive Plan (the “EIP”), options topurchase an additional thirty thousand (30,000) shares of the Company’s commonstock at an exercise price equal to the fair market value of the Common Stock,as determined by the Board, at the time of the Board’s approval of the grant(the “Second Option”).  The InitialOption and Second Option will be subject to the terms and conditions of theNOEIP or the EIP, as applicable, and Executive’s grant agreements, and eachwill include a four-year vesting schedule under which, during Executive’s continuousservice to the Company (as defined in the applicable plan), twenty-five percent(25%) of the option shares will vest on the one-year anniversary of theapplicable vesting commencement date and the remaining option shares will vestin equal monthly installments over the three (3) years subsequent to theone-year anniversary of the applicable vesting commencement date.  For the purposes of the preceding sentence,the “applicable vesting commencement date” shall mean, in the case of theInitial Option, the date Executive commences employment with the Company; andin the case of the Second Option, the date the Second Option is granted.  Executive acknowledges that there are nofurther commitments on behalf of the Company to grant to Executive any additionaloption grants.  The Board may considergranting additional option grants at its sole discretion.  Notwithstanding any other provision in thisSection 2.3, Executive’s Initial Option grant agreement shall provide that, inthe event that Executive’s employment is terminated without Cause (the date ofsuch termination being referred to as the “Section 2.3 Date”) prior to theone-year anniversary of the date Executive commences employment with theCompany (such one-year anniversary being referred to as the “Initial OptionFirst Anniversary Date”), the following provisions shall apply:(a) Executive’s Initial Option shall be treated as 25% vested as of theSection 2.3 Date; (b) the portion of the Initial Option that is nottreated as vested pursuant to the preceding clause (a) shall immediatelyterminate and be of no further force or effect as of the Section 2.3 Date; and(c) notwithstanding any provision of the Initial Option to the contrary, suchvested portion of the Initial Option shall be exercisable only during the 90day period commencing on the Initial Option First Anniversary Date..

 

**2.4****                               Change In Control Equity Acceleration Plan.**  Executive will be eligible to participate inthe Company’s Change In Control Equity Acceleration Plan (“Equity AccelerationPlan”) (attached hereto as Exhibit A), which provides for accelerated vestingof equity awards in connection with a Change in Control of the Company (asdefined in the Equity Acceleration Plan), pursuant to the terms and conditionsof the Equity Acceleration Plan, if the Equity Acceleration Plan is in effectas of the date of any qualifying Change in Control or qualifying termination,whichever is applicable.  Executive willbe eligible to participate in the Equity Acceleration Plan as a “member of thesenior management group” of the Company.

 

**2.5****                               Employee Benefits.**  Executive shall be entitled to all benefits,including but not limited to health and disability benefits, for whichExecutive is eligible under the terms and conditions of the standard Companybenefits plans which may be in effect from time to time and provided by theCompany to its senior executive employees generally.  Details about these benefits are set forth in summary plandescriptions and other materials to be provided to Executive after he commencesemployment.****Executive shall beentitled to participate in any deferred compensation, incentive compensation,retention or golden parachute plan available to

 

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the senior managementgroup adopted by the Company at any time after the date of this Agreement.

 

**3.**                                      PROPRIETARY INFORMATION.

 

**3.1****                               ProprietaryInformation Agreement.**  As acondition of his employment, Executive agrees to execute and abide by theProprietary Information and Inventions Agreement (the “Proprietary InformationAgreement”) attached hereto as Exhibit B.

 

**4.**                                      OUTSIDE ACTIVITIES.

 

**4.1****                               Non-Company Activities. **Except with the prior writtenconsent of the Board, Executive will not during the term of this Agreementundertake or engage in any other employment, occupation or business enterprise,other than ones in which Executive is a passive investor.  Executive may engage in civic andnot-for-profit activities so long as such activities do not materiallyinterfere with the performance of his duties hereunder.

 

**4.2****                               No Adverse Interests. **Except as permitted bySection 4.3, during his employment Executive agrees not to acquire, assumeor participate in, directly or indirectly, any position, investment or interestknown by him to be adverse or antagonistic to the Company, its business orprospects, financial or otherwise.

 

**4.3****                               Noncompetition. **During the term of his employment by the Company,except on behalf of the Company, Executive will not directly or indirectly,whether as an officer, director, stockholder, partner, proprietor, associate,representative, consultant, or in any capacity whatsoever, engage in, becomefinancially interested in, be employed by or have any business connection withany other person, corporation, firm, partnership or other entity whatsoeverwhich were known by him to compete directly with the Company, anywherethroughout the world, in any line of business engaged in (or planned to beengaged in) by the Company; *provided,however,* that anything above to the contrary notwithstanding,Executive may own, as a passive investor, securities of any competitorcorporation, so long as his direct holdings in any one such corporation shallnot in the aggregate constitute more than one percent (1%) of the voting stockof such corporation.

 

**5.**                                      FORMER EMPLOYMENT.

 

**5.1****                               Prior Employee Agreements andInformation. **Executiverepresents and warrants that his employment by the Company will not conflictwith and will not be constrained by any prior employment or consultingagreement or other relationship with any third party.  Executive represents and warrants that Executive does not possessconfidential information arising out of prior employment, consulting, or otherthird party relationships, which would be utilized in connection withExecutive’s employment by the Company, except as expressly authorized by thatthird party.

 

**5.2**                               **Use or Disclosure of Third Party Information. **If, in spite of the secondsentence of Section 5.1, Executive should find that confidential or proprietaryinformation belonging to any third party might be usable in connection with theCompany’s business, he will

 

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not disclose it to theCompany or use it on behalf of the Company except as expressly authorized bysuch third party; but during his employment by the Company, Executive will usein the performance of his duties only information which is generally known andused by persons with training and experience comparable to his own, commonknowledge in the industry, otherwise legally in the public domain, or which isobtained or developed by the Company or by Executive in the course of his workfor the Company.

 

**6.**                                      TERM; TERMINATION OF EMPLOYMENT.

 

**6.1****                               At-WillRelationship.**  Executive’semployment relationship is at-will. Either Executive or the Company may terminate the employmentrelationship at any time, with or without Cause (as defined herein) or advancenotice.

 

**6.2****                               TerminationWithout Cause.**

 

**(a)****                                 ****Termination Upon Notice. **The Companyand Executive shall have the right to terminate Executive’s employment with theCompany at any time without Cause, upon notice to the other party.

 

**(b)****                                 ****Severance Benefits. **In the eventExecutive’s employment is terminated without Cause by the Company, Executiveshall receive the following as his sole severance benefits (collectively, the“Severance Benefits”):  (i) Executivewill continue to receive base salary at the same rate in effect as of thetermination effective date, paid on the Company’s standard payroll dates forthe Severance Period (as defined below), subject to standard payroll deductionsand withholdings; and (ii) if Executive timely elects to continue Executive’sCompany-provided group health insurance coverage pursuant to the federal COBRAlaw, through the end of the Severance Period or until such time as Executivequalifies for health insurance benefits through a new employer, whicheveroccurs first, the Company will reimburse Executive for the cost of such COBRApremiums to continue health insurance coverage at the same level of coveragefor Executive and Executive’s dependents (if applicable) in effect as of thetermination date.  As a condition of andprior to the receipt of all or any of the Severance Benefits, Executive shallprovide the Company with a general release of known and unknown claims, in aform acceptable to the Company. Executive shall notify the Company in writing immediately uponqualifying for health insurance benefits through a new employer.

 

**(c)****                                 ****Severance Period. **For purposesof this Agreement, the “Severance Period” is defined as:  (i) in the event that the terminationwithout Cause occurs within the first six (6) months after the Employment Date,it shall be the balance of the period between the Employment Date and theone-year anniversary of the Employment Date; (ii) in the event such atermination occurs at any time after the first six (6) months after theEmployment Date, then it shall be (a) six (6) months if, as of the employmenttermination date, Executive has been employed by the Company in the position ofVice President or above for up to and including four (4) years; (b) nine (9)months if, as of the employment termination date, Executive has been employedby the Company in the position of Vice President or above for over four (4) yearsand up to and including eight (8) years; or (c) twelve (12) months if, asof the employment

 

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terminationdate, Executive has been employed by the Company in the position of VicePresident or above for more than eight (8) years.

 

**6.3****                               Terminationfor Cause.**

 

**(a)****                                 ****No Severance. **In the eventExecutive’s employment is terminated at any time for Cause, he will not beentitled to the Severance Benefits, pay in lieu of notice or any other suchcompensation.

 

**(b)****                                 ****Cause Definition. **For purposesof this Agreement, “Cause” for termination shall mean any of thefollowing:  (i) conviction of, aguilty plea with respect to, or a plea of nolo contendere to, a charge thatExecutive has committed a felony under the laws of the United States or of anystate or a crime involving moral turpitude, including, but not limited to,fraud, theft, embezzlement or any crime that results in or is intended toresult in personal enrichment at the expense of the Company or any Affiliate(as defined herein); (ii) material breach by Executive of any agreement enteredinto between the Executive and the Company or any Affiliate that impairs theCompany’s or Affiliate’s interests therein; (iii) Executive’s willfulmisconduct, significant failure to perform his duties, or gross neglect byExecutive of his duties, *provided that*the Company first provides Executive with written notice of such conduct and areasonable opportunity to cure such conduct, if such conduct is reasonablysusceptible to cure; (iv) Executive’s engagement in any activity thatconstitutes a material conflict of interest with the Company or any Affiliate;and (v) any material breach by Executive of his Proprietary InformationAgreement.  For purposes of thisAgreement, “Affiliate” means any parent corporation or subsidiary corporationof the Company, whether now or hereafter existing, as those terms are definedin Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,as amended.

 

**6.4****                               Voluntaryor Mutual Termination.**

 

**(a)****                                 ****Notice of Resignation. **Executivemay voluntarily terminate his employment with the Company upon ninety (90) dayswritten notice.  Upon receipt ofresignation notice from Executive, the Company, at its election, may requireExecutive to resign prior to the expiration of the ninety-day notice period.

 

**(b)****                                 ****No Severance. **In the eventExecutive voluntarily terminates his employment, he will not be entitled toSeverance Benefits, pay in lieu of notice or any other such compensation.

 

**7.**                                      NONINTERFERENCE.

 

While employed by the Company, and for two (2) years immediatelyfollowing the employment termination date, Executive agrees not to interferewith the business of the Company by:

 

**(a)****                                 **soliciting,attempting to solicit, inducing, encouraging, or otherwise causing any employeeof the Company to terminate his or her employment in order to become anemployee, consultant or independent contractor to or for any other person orentity; or

 

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**(b)****                                 **directly orindirectly soliciting the business of any customer of the Company which at thetime of termination or one year immediately prior thereto was listed on theCompany’s customer list.

 

**8.**                                      GENERAL PROVISIONS.

 

**8.1****                               Notices.**  Any notices provided hereunder must be inwriting and shall be deemed effective upon the earlier of personal delivery(including personal delivery by facsimile transmission), delivery by expressdelivery service (e.g. Federal Express), or the third day after mailing bycertified or registered mail, return receipt requested, to the Company at itsprimary office location and to Executive at his address as listed on theCompany’s payroll.

 

**8.2****                               Severability.**  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable 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 anyjurisdiction, such invalidity, illegality or unenforceability will not affectany other provision or any other jurisdiction, and such invalid, illegal orunenforceable provision will be reformed, construed and enforced in suchjurisdiction so as to render it valid, legal, and enforceable consistent withthe general intent of the parties insofar as possible.

 

**8.3****                               Waiver.**  If either party should waive any breach ofany provisions of this Agreement, he or it shall not thereby be deemed to havewaived any preceding or succeeding breach of the same or any other provision ofthis Agreement.

 

**8.4****                               CompleteAgreement.**  This Agreement,including all exhibits, constitutes the complete, final, and exclusiveembodiment of the entire agreement between Executive and the Company withregard to the subject matter hereof.  Itis entered into without reliance on any promise or representation other thanthose expressly contained herein, and it cannot be modified or amended exceptin a written instrument signed by Executive and a duly authorized officer ordirector of the Company.

 

**8.5****                               Counterparts.**  This Agreement may be executed in separatecounterparts, any one of which need not contain signatures of more than oneparty, but all of which taken together will constitute one and the sameAgreement.  Signatures transmitted viafacsimile shall be deemed the equivalent of originals.

 

**8.6****                               Headings.**  The headings of the sections hereof areinserted for convenience only and shall not be deemed to constitute a parthereof nor to affect the meaning thereof.

 

**8.7****                               Successorsand Assigns.**  This Agreement isintended to bind and inure to the benefit of, and be enforceable by, Executiveand the Company, and their respective successors, assigns, heirs, executors andadministrators; except that Executive may not assign any of his dutieshereunder and he may not assign any of his rights hereunder without the writtenconsent of the Company, which shall not be withheld unreasonably.

 

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**8.8****                               Choiceof Law.**  All questions concerningthe construction, validity and interpretation of this Agreement will begoverned by the law of the State of California as applied to contracts made andto be performed entirely within the State of California.

 

**8.9****                               RightTo Work. **As required by law, thisAgreement is subject to satisfactory proof of Executive’s right to work in theUnited States.

 

**8.10****                        AlternativeDispute Resolution.**  To ensure rapidand economical resolution of any disputes which may arise under this Agreement,Executive and the Company agree that any and all disputes or controversies ofany nature whatsoever arising from or regarding Executive’s employment or theinterpretation, performance, enforcement or breach of this Agreement shall beresolved, to the fullest extent allowed by law, by confidential, final and bindingarbitration conducted before a single arbitrator with Judicial Arbitration andMediation Services, Inc. (“JAMS”) in San Francisco, California, under thethen-existing JAMS employment rules.  **The parties****acknowledgethat by agreeing to this arbitration procedure, they waive the right to resolveany such dispute through a trial by jury, judge or administrative proceeding**.  The arbitrator shall:  (a) have the authority to compeladequate discovery for the resolution of the dispute and to award such relief aswould otherwise be permitted by law; and (b) issue a written arbitrationdecision including the arbitrator’s essential findings and conclusions and astatement of the award.  The Companyshall pay all JAMS’ arbitration fees in excess of those which would be requiredif the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or theCompany from obtaining injunctive relief in court to prevent irreparable harmpending the conclusion of any such arbitration.  Notwithstanding the foregoing, Executive and the Company eachhave the right to resolve any issue or dispute involving Company trade secrets,proprietary information or intellectual property rights by court action insteadof arbitration.  The arbitrator, and nota court, shall be authorized to determine whether the provisions of thisparagraph apply to a dispute, controversy or claim sought to be resolved inaccordance with these arbitration procedures.

 

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**INWITNESS WHEREOF**, the parties have executed this Agreement onthe day and year first above written.

 
| **INVISION TECHNOLOGIES, INC.** |                     |   |   |
|---------------------------------|--------------------------|--------|--------|
|                            |                     |   |   |   |
|                            |                     |   |   |   |
| By:                             | /s/  Sergio Magistri     |   | Date:  | MAY/31/02 |   |
|                            | Sergio  Magistri         |   |   |   |
|                            | Chief  Executive Officer |   |   |   |
|                            |                     |   |   |   |
|                            |                     |   |   |   |
| **ANDREW SIEGEL**               |                     |   |   |
|                            |                     |   |   |   |
|                            |                     |   |   |   |
|                            | /s/  Andrew Siegel       |   | Date:  | 5/31/02 |   |

 

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**EXHIBIT A**

** **

**CHANGE IN CONTROL EQUITYACCELERATION PLAN**

 

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**INVISION TECHNOLOGIES, INC.**

 

**CHANGE IN CONTROL EQUITY ACCELERATIONPLAN**

 

**Section 1.****                                          INTRODUCTION.**

 

The InVisionTechnologies, Inc. Change in Control Equity Acceleration Plan (the “Plan”) wasestablished effective May 21, 2002.  Thepurpose of the Plan is (i) to provide members of the senior management group ofInVision Technologies, Inc. certain accelerated vesting with respect to suchindividuals’ stock options in the event of a Change in Control (as hereinafterdefined), and (ii) to provide individuals who are employed at the vicepresident level at InVision Technologies, Inc. certain accelerated vesting withrespect to such individuals’ stock options in the event that such individualsare subject to qualifying employment terminations in connection with a Changein Control.  This Plan shall supersedeany change in control plan, policy or practice regarding stock option vestingacceleration previously maintained by InVision Technologies, Inc.

 

**Section 2.****                                          DEFINITIONS.**

 

For purposes ofthe Plan, the following terms are defined as follows:

 

**(a)****                                  “Affiliate”** means any parentcorporation or subsidiary corporation of the Company, whether now or hereafterexisting, as those terms are defined in Sections 424(e) and (f), respectively,of the Code.

 

**(b)****                                  “Board”**means the Board of Directors of the Company.

 

**(c)****                                  “Changein Control”**means the occurrence, in a single transaction or in a series ofrelated transactions, of any one or more of the following events:

 

**(i)****                                   **thereis consummated a merger, consolidation or similar transaction involving(directly or indirectly) the Company and, immediately after the consummation ofsuch merger, consolidation or similar transaction, the stockholders of theCompany immediately prior thereto do not own, directly or indirectly,outstanding voting securities representing more than fifty percent (50%) of thecombined outstanding voting power of the surviving entity in such merger,consolidation or similar transaction or more than fifty percent (50%) of thecombined outstanding voting power of the parent of the surviving entity in suchmerger, consolidation or similar transaction;

 

**(ii)****                               **thereis consummated a sale, lease, license or other disposition of all orsubstantially all of the consolidated assets of the Company and itssubsidiaries, other than a sale, lease, license or other disposition of all orsubstantially all of the consolidated assets of the Company and itssubsidiaries to an entity, more than fifty percent (50%) of the combined votingpower of the voting securities of which are owned by stockholders of theCompany in substantially the same proportions as their ownership of the Companyimmediately prior to such sale, lease, license or other disposition; or

 

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**(iii)****                           **theacquisition by any Person (other than any employee benefit plan, or relatedtrust, sponsored or maintained by the Company or any affiliate of the Company)as Beneficial Owner (as “Person” and “Beneficial Owner” are defined in theSecurities Exchange Act of 1934, as amended, or the rules and regulationsthereunder), directly or indirectly, of securities of the Company representing50 percent (50%) or more of the total voting power represented by the Company’sthen outstanding voting securities. For purposes of this definition, the term“affiliate” shall mean any Person that controls the Company, is controlled bythe Company, or is under common control with the Company within the meaning ofRule 405 promulgated under the Securities Act of 1933, as amended.

 

**(d)****                                 ****“Code”**meansthe Internal Revenue Code of 1986, as amended.

 

**(e)****                                 ****“Company”** means InVision Technologies, Inc. or,following a Change in Control, the surviving entity resulting from suchtransaction.

 

**(f)****                                    “ConstructiveTermination”** means a voluntary termination of employment by an EligibleEmployee after one of the following is undertaken without the EligibleEmployee’s express written consent:

 

**(i)****                                   **theassignment to the Eligible Employee of any duties or responsibilities thatresults in any material diminution or material adverse change in the EligibleEmployee’s position, status or circumstances of service when compared to thehighest level of authority and responsibility assigned to the Eligible Employeeat any time during the six (6) month period prior to the Change in Control, ora material diminution in the Eligible Employee’s titles or offices whencompared to the most senior title or office assigned to the Eligible Employeeat any time during the six (6) month period prior to the Change in Control, orany removal of the Eligible Employee from or any failure to reelect theEligible Employee to any of such positions, except in connection with thetermination of the Eligible Employee’s employment on account of death,disability, retirement, for Cause (as described in subsection (j)(i)-(v)below), or any voluntary termination by the Eligible Employee other than aConstructive Termination;

 

**(ii)****                               **amaterial reduction by the Company in the Eligible Employee’s annual basesalary, except if all other executive officers incur a substantiallyproportionate reduction;

 

**(iii)****                           **anymaterial failure by the Company to continue in effect any benefit plan orarrangement, including incentive plans or plans to receive securities of theCompany, in which the Eligible Employee is participating at the time of aChange in Control (the “Benefit Plans”), or the taking of any action by theCompany that would materially and adversely affect the Eligible Employee’sparticipation in or materially reduce the Eligible Employee’s benefits underany Benefit Plans or deprive the Eligible Employee of any material fringebenefit enjoyed by the Eligible Employee at the time of a Change in Control,provided, however, that the Eligible Employee may not incur a ConstructiveTermination for the foregoing reason following a Change in Control if theCompany offers a range of benefit plans and programs that, taken as a whole,are comparable to the Benefit Plans;

 

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**(iv)****                              **arelocation of the Company’s offices to which the Eligible Employee is assignedto a location outside of the greater San Francisco Bay Area, except forrequired travel by the Eligible Employee on the Company’s or any Affiliate’sbusiness to an extent substantially consistent with his or her business travelobligations at the time of a Change in Control;

 

**(v)****                                  **anymaterial breach by the Company of the terms of the Eligible Employee’s Optionsor any provision of any employment or other agreement between the EligibleEmployee and the Company; or

 

**(vi)****                              **anyfailure by the Company to obtain the assumption of the Plan by any successor orassign of the Company.

 

**(g)****                                 “CoveredTermination”** means an Involuntary Termination Without Cause that occurswithin three (3) months before or thirteen (13) months following the effectivedate of a Change in Control or a Constructive Termination that occurs withinthirteen (13) months following the effective date of a Change in Control.  In no event shall a termination ofemployment on account of death or Disability constitute a Covered Termination.

 

**(h)****                                 “Disability”**means the permanent and total disability of a person within the meaning ofSection 22(e)(3) of the Code.

 

**(i)****                                    “EligibleEmployee”**means an executive employee of the Company who has beendesignated by the Board as an eligible employee and who has not entered into anindividual severance benefit or change in control agreement with the Companyrelating to the acceleration of stock option vesting.

 

**(j)****                                    “InvoluntaryTermination Without Cause”** means an involuntary termination of an EligibleEmployee’s employment by the Company other than for one of the followingreasons (which shall constitute Cause):

 

**(i)****                                   **theEligible Employee’s conviction of or plea of guilty or nolo contendere withrespect to a felony under the laws of the United States or of any state or acrime involving moral turpitude, including, but not limited to, fraud, theft,embezzlement or any crime that results in or is intended to result in personalenrichment at the expense of the Company or any Affiliate;

 

**(ii)****                               **amaterial breach by the Eligible Employee of any agreement entered into betweenthe Eligible Employee and the Company or any Affiliate that impairs theCompany’s or Affiliate’s interest therein;

 

**(iii)****                           **theEligible Employee’s willful misconduct, significant failure to perform hisduties, or gross neglect by Eligible Employee of his duties, *provided that* the Company first providesEligible Employee with written notice of such conduct and a reasonableopportunity to cure such conduct, if such conduct is reasonably susceptible tocure;

 

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**(iv)****                              **theEligible Employee’s engagement in any activity that constitutes a materialconflict of interest with the Company or any Affiliate; or

 

**(v)****                                  **anybreach by the Eligible Employee of the Proprietary Information and InventionAgreement between the Eligible Employee and the Company.

 

**(k)****                               **“**Options**” shall mean an Eligible Employee’sstock options and restricted stock granted or held pursuant to the Company’s1991 Stock Option Plan, 2000 Equity Incentive Plan, or other stock option orequity incentive plan adopted by the Board, or any such options and restrictedstock that are assumed or substituted by the surviving or acquiring corporationupon a Change in Control.

 

**Section 3.****                                          ELIGIBILITYFOR BENEFITS.**

 

**(a)****                                  GeneralRules.**  Subject to the requirementset forth in this Section, the Company will provide the benefits described inSection 4(a) or 4(b) of the Plan, as applicable, to Eligible Employees.  In order to be eligible to receive benefitsunder the Plan, an Eligible Employee must execute and provide to the Company ageneral waiver and release in substantially the form attached hereto as ExhibitA, Exhibit B or Exhibit C, as appropriate, and such release must becomeeffective in accordance with its terms. The Company, in its sole discretion, may modify the form of the requiredrelease to comply with applicable state or federal law and shall determine theform of the required release.

 

**(b)****                                  Exceptionsto Benefit Entitlement.**  In no eventshall an employee, whether or not otherwise an Eligible Employee, receivebenefits under the Plan in any of the following circumstances, as determined bythe Company in its sole discretion:

 

**(i)****                                   **Theemployee has executed an individually negotiated employment contract oragreement with the Company relating to option acceleration benefits in theevent of a change in control that is in effect on his or her termination date.

 

**(ii)****                               **Theemployee’s employment with the Company is terminated other than in a CoveredTermination.

 

**(iii)****                           **Theemployee voluntarily terminates employment with the Company in order to acceptemployment with another entity that is wholly or partly owned (directly orindirectly) by the Company or an Affiliate.

 

**(iv)****                              **Theemployee is offered immediate reemployment by a successor to the Company or bya purchaser of its assets, as the case may be, following the Change inControl.  For purposes of the foregoing,“immediate reemployment” means that the employee’s employment with thesuccessor to the Company or the purchaser of its assets, as the case may be,results in uninterrupted employment such that the employee does not suffer asignificant lapse in pay as a result of the change in ownership of the Companyor the sale of its assets.

 

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**Section 4.****                                          OPTIONACCELERATION.**

 

**(a)****                                  SeniorManagement Level. **If an EligibleEmployee is notified by the Company in writing that he or she is a member ofthe senior management group of the Company for the purposes of this Plan, then,effective as of the date of the Change in Control, the Options then held bysuch Eligible Employee shall become fully vested and exercisable, regardless ofwhether or not the Eligible Employee’s employment with the Company terminatesdue to a Covered Termination.

 

**(b)****                                  VicePresident Level. **If an EligibleEmployee is notified by the Company in writing that he or she is a vicepresident of the Company for the purposes of this Plan, and such EligibleEmployee’s employment with the Company terminates due to a Covered Termination,then, effective as of the date of the Covered Termination, the Options thenheld by such Eligible Employee shall become fully vested and exercisable.

 

**Section 5.****                                          LIMITATIONON BENEFITS.**

 

**(a)****                                  ParachutePayments. **If the aggregate value ofthe accelerated Option vesting under Section 4 and any other payments orbenefits that the Eligible Employee would receive pursuant to a Change inControl from the Company or otherwise, including, but not limited to, anypayments or benefits under any employment or key employee agreements (collectively,“Payment”), would constitute a “parachute payment” within the meaning ofSection 280G of the Code that is subject to the excise tax imposed by Section4999 of the Code (the “Excise Tax”), then such Payment shall be equal to theReduced Amount.

 

**(i)****                                   **The“Reduced Amount” shall be either (x) the largest portion of the Payment thatwould result in no portion of the Payment being subject to the Excise Tax or(y) the largest portion, up to and including the total, of the Payment,whichever amount, after taking into account all applicable federal, state andlocal employment taxes, income taxes, and the Excise Tax (all computed at thehighest applicable marginal rate), results in the Eligible Employee’s receipt,on an after-tax basis, of the greater amount of the Payment notwithstandingthat all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefitsconstituting “parachute payments” is necessary so that the Payment equals theReduced Amount, reduction shall occur in the following order unless theEligible Employee elects in writing a different order (provided, however, thatsuch election shall be subject to Company approval if made on or after theeffective date of the event that triggers the Payment): reduction of cashpayments; cancellation of accelerated vesting of Options; reduction of employeebenefits.  In the event thatacceleration of vesting of Options is to be reduced, such acceleration ofvesting shall be cancelled in the reverse order of the date of grant of suchOptions (i.e., earliest granted Option cancelled last) unless the EligibleEmployee elects in writing a different order for cancellation.

 

**(ii)****                               **Theaccounting firm engaged by the Company for general audit purposes as of the dayprior to the effective date of the Change in Control shall perform theforegoing calculations.  If theaccounting firm so engaged by the Company is serving as accountant or auditorfor the individual, entity or group effecting the Change in Control, theCompany shall appoint a nationally recognized accounting firm to make thedeterminations

 

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required hereunder.  The Company shall bear all expenses withrespect to the determinations by such accounting firm required to be madehereunder.

 

**(iii)****                           **Theaccounting firm engaged to make the determinations hereunder shall provide itscalculations, together with detailed supporting documentation, to the EligibleEmployee and the Company within fifteen (15) calendar days after the date onwhich the Eligible Employee’s right to a Payment is triggered (if requested atthat time by the Eligible Employee or the Company) or such other time asrequested by the Eligible Employee or the Company.  If the accounting firm determines that no Excise Tax is payablewith respect to a Payment, either before or after the application of theReduced Amount, it shall furnish the Eligible Employee and the Company with anopinion reasonably acceptable to the Eligible Employee that no Excise Tax willbe imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereundershall be final, binding and conclusive upon the Eligible Employee and theCompany.

 

**Section 6.****                                          RIGHTTO INTERPRET PLAN; AMENDMENT AND TERMINATION.**

 

**(a)****                                  ExclusiveDiscretion.**  The Company shall havethe exclusive discretion and authority to establish rules, forms, andprocedures for the administration of the Plan and to construe and interpret thePlan and to decide any and all questions of fact, interpretation, definition,computation or administration arising in connection with the operation of thePlan, including, but not limited to, the eligibility to participate in the Planand the acceleration of Option vesting pursuant to the Plan.  The rules, interpretations, computations andother actions of the Company shall be binding and conclusive on all persons.

 

**(b)****                                  Amendmentor Termination.**  The Companyreserves the right to amend or terminate this Plan or the benefits providedhereunder at any time; *provided, however,*that no such amendmentor termination shall occur following a Change in Control if such amendment ortermination would adversely affect the rights of any persons who were employedby the Company prior to the Change in Control. Any action amending or terminating the Plan shall be in writing andexecuted by an individual duly appointed by the Board of Directors of theCompany.

 

**Section 7.****                                          NOIMPLIED EMPLOYMENT CONTRACT.**

 

The Plan shall not be deemed(i) to give any employee or other person any right to be retained in theemploy of the Company or (ii) to interfere with the right of the Companyto discharge any employee or other person at any time, with or without cause,which right is hereby reserved.

 

**Section 8.****                                          CHOICEOF LAW.**

 

The law of theState of California shall govern all questions concerning the construction,validity and interpretation of the Plan, without regard to such state’sconflict of laws rules.

 

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**Section 9.****                                          EXECUTION.**

 

To record the adoptionof the Plan as set forth herein, effective as of****May 21,****2002, InVision Technologies,Inc. has caused its duly authorized officer to execute the same this 2ndday of October, 2002.

 
|   | **INVISION TECHNOLOGIES, INC.** |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             | /s/ Sergio Magistri |
|   |                            |
|   | Title:                          | President & CEO |

 

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**EXHIBITA**

 

**RELEASE**

**(IndividualTermination, California Employee, age 40 and older)**

 

I understand and agree completely tothe terms set forth in the InVision Technologies, Inc. Change in Control EquityAcceleration Plan (the “Plan”).  Iunderstand that this Release, together with the Plan, constitutes the complete,final and exclusive embodiment of the entire agreement between the Company andme with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that isnot expressly stated therein.  Certaincapitalized terms used in this Release are defined in the Plan.

 

I hereby confirmmy obligations under the Company’s proprietary information and inventionsagreement.

 

Except asotherwise set forth in this Release, I hereby release, acquit and foreverdischarge the Company, its parents and subsidiaries, and their officers,directors, agents, servants, employees, shareholders, successors, assigns andaffiliates, of and from any and all claims, liabilities, causes of action, andobligations of every kind and nature, in law, equity, or otherwise, known andunknown, suspected and unsuspected, arising out of or in any way related toagreements, events, acts or conduct at any time up to and including the date Iexecute this Release, including, but not limited to:  all such claims and demands directly or indirectly arising out ofor in any way connected with my employment with the Company or the terminationof that employment; claims or demands related to salary, bonuses, commissions,stock, stock options, or any other equity interests in the Company, vacationpay, fringe benefits, expense reimbursements, severance pay, or any form ofcompensation; claims pursuant to any federal, state or local law or cause ofaction including, but not limited to, the federal Civil Rights Act of 1964, asamended; the federal Age Discrimination in Employment Act of 1967, as amended(“ADEA”); the federal Employee Retirement Income Security Act of 1974, asamended; the federal Americans with Disabilities Act of 1990; the CaliforniaFair Employment and Housing Act, as amended; tort law; contract law; wrongfuldischarge; discrimination; harassment; retaliation; fraud; defamation;emotional distress; and breach of the implied covenant of good faith and fairdealing; *provided,however,* that nothing in this paragraph shall be construed in anyway to release the Company from its obligation to indemnify me pursuant toagreement or applicable law.

 

I acknowledge thatI am knowingly and voluntarily waiving and releasing any rights I may haveunder ADEA, and that the consideration given under the Plan for the waiver andrelease in the preceding paragraph hereof is in addition to anything of valueto which I was already entitled.  Ifurther acknowledge that I have been advised by this writing, as required bythe ADEA, that:  (A) mywaiver and release do not apply to any rights or claims that may arise afterthe date I execute this Release; (B) I shouldconsult with an attorney prior to executing this Release (although I may choosevoluntarily not do so); (C) I have twenty-one(21) days to consider this Release (although I may choose voluntarily toexecute this Release earlier); (D) I have seven(7) days following my execution of this Release to revoke the Release byproviding written notice to an officer of the Company; and(E) this Release shall not be effective until the date upon whichthe revocation period has expired, which shall be the eighth day after Iexecute this Release.

 

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I acknowledge thatI have read and understand Section 1542 of the California Civil Code whichreads as follows: **“A general release does not extend to claims which thecreditor does not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must have materially affected hissettlement with the debtor.”** I hereby expressly waive and relinquish all rights and benefits underthat section and any law of any jurisdiction of similar effect with respect tomy release of any claims hereunder.

 

 
|   | **EMPLOYEE** |
|--------|--------------|
|   |         |
|   |         |
|   | By:          |   |
|   |         |
|   | Name:        | Mr. Andrew Siegel |
|   |         |
|   | Title:       | Vice President of  Business |
|   |         |
|   |         | Development |
|        |              |  |  |  |

 

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**EXHIBITB**

 

**RELEASE(Individual and Group Termination, California Employee, under age 40)**

 

I understand andagree completely to the terms set forth in the InVision Technologies, Inc.Change in Control Equity Acceleration Plan (the “Plan”).  I understand that this Release, togetherwith the Plan, constitutes the complete, final and exclusive embodiment of theentire agreement between the Company and me with regard to the subject matterhereof.  I am not relying on any promiseor representation by the Company that is not expressly stated therein.  Certain capitalized terms used in thisRelease are defined in the Plan.

 

I hereby confirmmy obligations under the Company’s proprietary information and inventionsagreement.

 

Except as otherwiseset forth in this Release, I hereby release, acquit and forever discharge theCompany, its parents and subsidiaries, and their officers, directors, agents,servants, employees, shareholders, successors, assigns and affiliates, of andfrom any and all claims, liabilities, causes of action, and obligations ofevery kind and nature, in law, equity, or otherwise, known and unknown,suspected and unsuspected, arising out of or in any way related to agreements,events, acts or conduct at any time up to and including the date I execute thisRelease, including, but not limited to: all such claims and demands directly or indirectly arising out of or inany way connected with my employment with the Company or the termination ofthat employment; claims or demands related to salary, bonuses, commissions,stock, stock options, or any other equity interests in the Company, vacationpay, fringe benefits, expense reimbursements, severance pay, or any form ofcompensation; claims pursuant to any federal, state or local law or cause ofaction including, but not limited to, the federal Civil Rights Act of 1964, asamended; the federal Employee Retirement Income Security Act of 1974, asamended; the federal Americans with Disabilities Act of 1990; the CaliforniaFair Employment and Housing Act, as amended; tort law; contract law; wrongfuldischarge; discrimination; harassment; retaliation; fraud; defamation;emotional distress; and breach of the implied covenant of good faith and fairdealing; *provided,however,* that nothing in this paragraph shall be construed in anyway to release the Company from its obligation to indemnify me pursuant toagreement or applicable law.

 

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I acknowledge thatI have read and understand Section 1542 of the California Civil Code whichreads as follows: **“A general release does not extend to claims which thecreditor does not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must have materially affected hissettlement with the debtor.”** I hereby expressly waive and relinquish all rights and benefits underthat section and any law of any jurisdiction of similar effect with respect tomy release of any claims hereunder.

 

 
|   | **EMPLOYEE**   |
|--------|----------------|
|   |           |
|   | Name:          |   |
|   |           |
|   | Andrew  Siegel |
|   |           |
|   | Date           |   |
|        |                |  |  |

 

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**EXHIBITC**

 

**RELEASE**

**(GroupTermination, California Employee, age 40 and older)**

 

I understand andagree completely to the terms set forth in the InVision Technologies, Inc.Change in Control Equity Acceleration Plan (the “Plan”).  I understand that this Release, togetherwith the Plan, constitutes the complete, final and exclusive embodiment of theentire agreement between the Company and me with regard to the subject matterhereof.  I am not relying on any promiseor representation by the Company that is not expressly stated therein.  Certain capitalized terms used in thisRelease are defined in the Plan.

 

I hereby confirmmy obligations under the Company’s proprietary information and inventionsagreement.

 

Except asotherwise set forth in this Release, I hereby release, acquit and foreverdischarge the Company, its parents and subsidiaries, and their officers,directors, agents, servants, employees, shareholders, successors, assigns andaffiliates, of and from any and all claims, liabilities, causes of action, andobligations of every kind and nature, in law, equity, or otherwise, known andunknown, suspected and unsuspected, arising out of or in any way related toagreements, events, acts or conduct at any time up to and including the date Iexecute this Release, including, but not limited to:  all such claims and demands directly or indirectly arising out ofor in any way connected with my employment with the Company or the terminationof that employment; claims or demands related to salary, bonuses, commissions,stock, stock options, or any other equity interests in the Company, vacationpay, fringe benefits, expense reimbursements, severance pay, or any form ofcompensation; claims pursuant to any federal, state or local law or cause ofaction including, but not limited to, the federal Civil Rights Act of 1964, asamended; the federal Age Discrimination in Employment Act of 1967, as amended(“ADEA”); the federal Employee Retirement Income Security Act of 1974, asamended; the federal Americans with Disabilities Act of 1990; the CaliforniaFair Employment and Housing Act, as amended; tort law; contract law; wrongfuldischarge; discrimination; harassment; retaliation; fraud; defamation;emotional distress; and breach of the implied covenant of good faith and fairdealing; *provided,however,* that nothing in this paragraph shall be construed in anyway to release the Company from its obligation to indemnify me pursuant toagreement or applicable law.

 

I acknowledge thatI am knowingly and voluntarily waiving and releasing any rights I may haveunder ADEA, and that the consideration given under the Plan for the waiver andrelease in the preceding paragraph hereof is in addition to anything of valueto which I was already entitled.  Ifurther acknowledge that I have been advised by this writing, as required bythe ADEA, that: (A) my waiver and release do not apply to any rights orclaims that may arise after the date I execute this Release; (B) I should consult with an attorney prior toexecuting this Release (although I may choose voluntarily not to do so); (C) I have forty-five (45) days to consider thisRelease (although I may choose voluntarily to execute this Release earlier); (D) I have seven (7) days following my execution ofthis Release to revoke the Release by providing written notice to an office ofthe Company; (E) this Release shall not

 

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be effective untilthe date upon which the revocation period has expired, which shall be theeighth day after I execute this Release; and (F) I have  received with this Release a detailed listof the job titles and ages of all employees who were terminated in this grouptermination and the ages of all employees of the Company in the same job classificationor organizational unit who were not terminated.

 

I acknowledge thatI have read and understand Section 1542 of the California Civil Code whichreads as follows: **“A general release does not extend to claims which thecreditor does not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must have materially affected hissettlement with the debtor.”** I hereby expressly waive and relinquish all rights and benefits underthat section and any law of any jurisdiction of similar effect with respect tomy release of any claims hereunder.

 

 
|   | **EMPLOYEE**   |
|--------|----------------|
|   |           |
|   |           |
|   | Name:          |   |
|   |           |
|   | Andrew  Siegel |
|   |           |
|   | Date           |   |
|        |                |  |  |

 

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**EXHIBIT B**

** **

**EMPLOYEE PROPRIETARYINFORMATION AND INVENTIONS AGREEMENT**

 

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INVISION TECHNOLOGIES,INC.

 

PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

 

In consideration of my employment or continued employment by InVisionTechnologies, Inc. (the “Company”), and the compensation now and hereafter paidto me, I hereby agree as follows:

 

1.               Recognition ofthe Company’s Rights; Nondisclosure. At all times during the term of my employment and thereafter, I willhold in strictest confidence and will not disclose, use, lecture upon orpublish any of the Company’s Proprietary Information (defined below), except assuch disclosure, use or publication may be required in connection with my workfor the Company, or unless an officer of the Company expressly authorizes suchin writing.  I hereby assign to theCompany any rights I may have or acquire in such Proprietary Information andrecognize that all Proprietary Information shall  be the sole property of the Company and its assigns and theCompany and its assigns shall be the sole owner of all trade secret rights,patent rights, copyrights, mask work rights and all other rights throughout theworld (collectively, “Proprietary Rights”) in connection therewith.

 

The term “Proprietary Information” shall mean trade secrets,confidential knowledge, data or any other proprietary information of theCompany.  By way of illustration but notlimitation, “Proprietary Information” includes (a) algorithms, tradesecrets, inventions, mask works, ideas, processes, formulas, source and objectcodes, data, programs, other works of authorship, know-how, improvements,discoveries, developments, designs and techniques (hereinafter collectivelyreferred to as “Inventions”); and (b) information regarding plans forresearch, development, new products, marketing and selling, business plans,budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and informationregarding the skills and compensation of other employees of the Company.

 

2.               Third PartyInformation.  I understand, inaddition, that the Company has received and in the future will receive fromthird parties confidential or proprietary information (“Third PartyInformation”) subject to a duty on the Company’s part to maintain theconfidentiality of such information and to use it only for certain limitedpurposes.  During the term of myemployment and thereafter, I will hold Third Party Information

 

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in the strictestconfidence and will not disclose (to anyone other than Company personnel whoneed to know such information in connection with their work for the Company) oruse, except in connection with my work for the Company, Third Party Informationunless expressly authorized by an officer of the Company in writing.

 

Assignment ofInventions.

 

3.1                     Assignment.  I hereby assign to the Company all my right,title and interest in and to any and all Inventions (and all Proprietary Rightswith respect thereto) whether or not patentable or registrable under copyrightor similar statutes, made or conceived or reduced to practice or learned by me,either alone or jointly with others, during the period of my employment withthe Company.  Inventions assigned to oras directed by the Company by this paragraph 3 are hereinafter referred to as“Company Inventions.”  I recognize thatthis Agreement does not require assignment of any invention which qualifiesfully for protection under Section 2870 of the California Labor Code(hereinafter “Section 2870), which provides as follows:

 

(i)                         Anyprovision in an employment agreement which provides that an employee shall assign,or offer to assign, any of his or her rights in an invention to his or heremployer shall not apply to an invention that the employee developed entirelyon his or her own time without using the employer’s equipment, supplies,facilities, or trade secret information except for those inventions that either:

 

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(1)                      Relate atthe time of conception or reduction to practice of the invention to theemployer’s business, or actual or demonstrably anticipated research ordevelopment of the employer.

 

(2)                      Resultfrom any work performed by the employee for the employer.

 

(ii)                       Tothe extent a provision in an employment agreement purports to require anemployee to assign an invention otherwise excluded from being required to be assigned under subdivision (i),the provision is against the public policy of this state and is unenforceable.”

 

3.2.                  Government.  I also assign to or as directed by theCompany all my right, title and interest in and to any and all Inventions, fulltitle to which is required to be in the United States by a contract between theCompany and the United States or any of its agencies.

 

4.               Enforcement ofProprietary Rights.  I will assistthe Company in every proper way to obtain and from time to time enforce UnitedStates and foreign Proprietary Rights relating to Company Inventions in any andall countries.  To that end I willexecute, verify and deliver such documents and perform such other acts(including appearances as a witness) as the Company may reasonably request foruse in applying for, obtaining, perfecting, evidencing, sustaining andenforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify anddeliver assignments of such Proprietary Rights to the Company or itsdesignee.  My obligation to assist theCompany with respect to Proprietary Rights relating to such Company Inventionsin any and all countries shall continue beyond the termination of myemployment, but the Company shall compensate me at a reasonable rate after mytermination for the time actually spent by me at the Company’s request on suchassistance.

 

In the event theCompany is unable for any reason, after reasonable effort, to secure mysignature on any document needed in connection with the actions specified inthe preceding paragraph, I hereby irrevocably designate and appoint the Companyand its duly authorized officers and agents as my agent and attorney in fact,which appointment is coupled with an interest, to act for and in my behalf toexecute, verify and file any such documents and to do all other lawfullypermitted acts to further the purposes of the preceding paragraph with the samelegal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of anynature whatsoever,

 

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which I now or mayhereafter have for infringement of any Proprietary Rights assigned hereunder tothe Company.

 

5.               Obligationto Keep the Company Informed. During the period of my employment and for six (6) months aftertermination of my employment with the Company, I will promptly disclose to theCompany fully and in writing all Inventions authored, conceived or reduced topractice by me, either alone or jointly with others. In addition, I willpromptly disclose to the Company all patent applications filed by me or on mybehalf within a year after termination of employment.  At the time of each such disclosure, I will advise the Company inwriting of any Inventions that I believe fully qualify for protection underSection 2870; and I will at that time provide to the Company in writingall evidence necessary to substantiate that belief.  The Company will keep in confidence and will not disclose tothird parties without my consent any proprietary information disclosed inwriting to the Company pursuant to this Agreement relating to Inventions thatqualify fully for protection under the provisions of Section 2870.  I will preserve the confidentiality of anyInvention that does not fully qualify for protection under Section 2870.

 

I agree to keepand maintain adequate and current records (in the form of notes, sketches,drawings and in any other form that may be required by the Company) of allProprietary Information developed by me and all Inventions made by me duringthe period of my employment at the Company, which records shall be available toand remain the sole property of the Company at all times.

 

6.               PriorInventions.  Inventions, if any,patented or unpatented, which I made prior to the commencement of my employmentwith the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, I haveset forth on Exhibit A attached hereto a complete list of all Inventionsthat I have, alone or jointly with others, conceived, developed or reduced topractice or caused to be conceived, developed or reduced to practice prior tothe commencement of my employment with the Company, that I consider to be myproperty or the property of third parties and that I wish to have excluded fromthe scope of this Agreement.  Ifdisclosure of any such Invention on Exhibit A would cause me to violateany prior confidentiality agreement, I understand that I am not to list suchInventions in Exhibit A but am to inform the Company that for that reasonnot all such Inventions have been listed.

 

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7.               AdditionalActivities.  I agree that during theperiod of my employment by the Company I will not, without the Company’s expresswritten consent, engage in any employment or business activity other than theCompany.  I agree further that for theperiod of my employment by the Company and for one (1) year after the date oftermination of my employment by the Company I will not (i) induce any employeeof the Company to leave the employ of the Company (ii) solicit the business ofany client or customer of the Company (other than on behalf of the Company).

 

8.               No Improper Useof Materials.  During my employmentby the Company I will not improperly use or disclose any confidentialinformation or trade secrets, if any, of any former employer or any otherperson to whom I have an obligation of confidentiality, and I will not bringonto the premises of the Company any unpublished documents or any propertybelonging to any former employer or any other person to whom I have anobligation of confidentiality unless consented to in writing by that formeremployer or person.

 

I willuse in the performance of my duties only information which is generally knownand used by persons with training and experience comparable to my own, which iscommon knowledge in the industry or otherwise legally in the public domain, orwhich is otherwise provided or developed by the Company.

 

9.               No ConflictingObligation.  I represent that myperformance of all the terms of this Agreement and as an employee of theCompany does not and will not breach any agreement to keep in confidenceinformation acquired by me in confidence or in trust prior to my employment bythe Company.  I have not entered into,and I agree I will not enter into, any agreement either written or oral inconflict herewith.

 

10.         Return of CompanyDocuments.  When I leave the employof the Company, I will deliver to the Company any and all drawings, notes,memoranda, specifications, devices, formulas, and documents, together with allcopies thereof, and any other material containing or disclosing any CompanyInventions, Third Party Information or Proprietary Information of the Company.  I further agree that any property situatedon the Company’s premises and owned by the Company, including disks and otherstorage media, filing cabinets or other work areas, is subject to inspection by

 

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Company personnel at any time with or withoutnotice.  Prior to leaving, I willcooperate with the Company in completing and signing the Company’s terminationstatement for technical and management personnel.

 

11.         Legal and EquitableRemedies.  Because my services are personaland unique and because I may have access to and become acquainted with theProprietary Information of the Company, the Company shall have the right toenforce this Agreement and any of its provisions by injunction, specificperformance or other equitable relief, without bond and without prejudice toany other rights and remedies that the Company may have for a breach of thisAgreement.

 

12.         Notices.  Any notices required or permitted hereundershall be given to the appropriate party at the address specified below or atsuch other address as the party shall specify in writing.  Such notice shall be deemed given uponpersonal delivery to the appropriate address or if sent by certified orregistered mail, three days after the date of mailing.

 

13.         General Provisions.

 

13.1                           GoverningLaw.  This Agreement will begoverned by and construed according to the laws of the State of California.

 

13.2                           EntireAgreement.  This Agreement and theattached addendum is the final, complete and exclusive agreement of the partieswith respect to the subject matter hereof and supercedes and merges all priordiscussions between us.  No modificationof or amendment to this Agreement, nor any waiver of any rights under thisAgreement, will be effective unless in writing and signed by the party to becharged.  Any subsequent change orchanges in my duties, salary or compensation will not affect the validity orscope of this Agreement.  As used in thisAgreement, the period of my employment includes any time during which I may beretained by the Company as a consultant.

 

13.3                           Severability.  If one or more of the provisions in thisAgreement are deemed unenforceable by law, then such provision will be deemedstricken from this Agreement and the remaining provisions will continue in fullforce and

 

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effect.

 

13.4                           Successorsand Assigns.  This Agreement will bebinding upon my heirs, executors, administrators and other legalrepresentatives and will be for the benefit of the Company, its successors, andits assigns.

 

13.5                           Survival.  The provisions of this Agreement shallsurvive the termination of my employment and the assignment of this Agreementby the Company to any successor in interest or other assignee.

 

13.6                           Employment.  I agree and understand that nothing in thisAgreement shall confer any right with respect to continuation of employment bythe Company, nor shall it interfere in any way with my right or the Company’sright to terminate my employment at any time, with or without cause.

 

13.7                           Waiver.  No waiver by the Company of any breach ofthis Agreement shall be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right underthis Agreement shall be construed as a waiver of any other right.  The Company shall not be required to givenotice to enforce strict adherence to all terms of this Agreement.

 

I HAVE READ THISAGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

 

 
| Dated: |   | 5-1-02 |   |
|--------|--------|--------|--------|

 

 
|  /s/ Andrew  D. Siegel |   |   |
|-----------------------------|--------|--------|
| Employee Name               |   |   |
|                        |   |   |
| ACCEPTED AND AGREED TO:     |   |   |
|                        |   |   |
| INVISION TECHNOLGIES, INC.  |   |   |

 

 
|  /s/ Sergio  Magistri |   |   |
|----------------------------|--------|--------|
| Sergio Magistri            |   |   |
| President                  |   |   |

 

7

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EXHIBIT A

 

InVisionTechnologies, Inc.7151 Gateway Blvd.Newark, CA  94560

 

Gentlemen:

 

1.                    The followingis a complete list of all inventions or improvements relevant to the subjectmatter of my employment by InVision Technologies, Inc. (the “Company”) thathave been made or conceived or first reduced to practice by me alone or jointlywith others prior to my engagement by the Company :

 

ý                                  Noinventions or improvements.

 

o                                  Seebelow:

 
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o                                  Dueto confidentiality agreements with prior employer, I cannot disclose certaininventions that would otherwise be included on the above-described list.

 

o                                  Additionalsheets attached.

 

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2.                    I propose tobring to my employment the following devices, materials and documents of aformer employer (other than Imatron, Inc.) or other person to whom I have anobligation of confidentiality that are not generally available to the public,which materials and documents may be used in my employment pursuant to theexpress written authorization of my former employer or such other person (acopy of which is attached hereto):

 

ý                                  Nomaterial.

 

o                                  Seebelow:

 

o                                  Additionalsheets attached.

 
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| Date: |   | 5/1/02 |   |
|-------|--------|--------|--------|

 

Very truly yours,

 

 
|  /s/ Andrew  D. Siegel |   |   |
|-----------------------------|--------|--------|
| Employee Name               |

 

2

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**EXHIBIT C**

** **

**EMPLOYEE STOCK OPTIONGRANTS**

** **

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** **
| **GRANTDATE** |   | **GRANTTYPE** |       | **GRANTNO** |       | **LAST EXER** |       | **EXPDATE**   |       | **SHARES**   |       | **PRICE**       |       | **VESTFROM**  |       |
|---------------|--------|---------------|------------|-------------|------------|---------------|------------|---------------|------------|--------------|------------|-----------------|------------|---------------|------------|
|          |   |          | ** ** |        | ** ** |          | ** ** |          | ** ** |         | ** ** |            | ** ** |          | ** ** |
| **5/21/2002** |   | **NQ**        | ** ** | **2-K-242** | ** ** | **5/20/2012** | ** ** | **5/21/2012** | ** ** | **80000.00** | ** ** | **19.29000000** | ** ** | **5/21/2002** | ** ** |

 

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