Exhibit 10.1


EMPLOYMENT
AGREEMENT


               This Employment
Agreement (“Agreement”) is made as of the 18th day of March, 2014, between Lucid, Inc., a New York corporation d/b/a
Caliber I.D. (the “Company”), and Richard Christopher (the “Executive”).


               WHEREAS,
the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms contained herein.


               NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:


               1.            Employment.


                              (a)          Term.
The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as
of March 18, 2014 and continuing for a three-year period (the “Initial Term”), unless sooner terminated in accordance
with the provisions of Section 3; with such employment to automatically continue following the Initial Term for an additional
one-year period in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies
the other party in writing of its intention not to renew this Agreement at least sixty (60) days prior to the expiration of the
Initial Term (the Initial Term, together with any such extension of employment hereunder, shall hereinafter be referred to as
the “Term”).


                              (b)          Position
and Duties. During the Term, the Executive shall serve as the Chief Financial Officer of the Company, and shall be responsible
for the Company’s financial and accounting matters and shall have such other powers and duties as may from time to time
be prescribed by the Chief Executive Officer of the Company, provided that such duties are consistent with the Executive’s
position or other positions that he may hold from time to time. The Executive shall devote his full working time and efforts to
the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors,
with the approval of the Board of Directors of the Company (the “Board”), or engage in religious, charitable or other
community activities as long as such services and activities are disclosed to the Board and do not materially interfere with the
Executive’s performance of his duties to the Company as provided in this Agreement.


               2.            Compensation
and Related Matters.


                              (a)          Base
Salary. During the Term, the Executive’s initial annual base salary shall be $250,000, which amount will be increased
to $295,000 upon the earlier to occur of (i) the 90th day after the closing of a capital raise by the Company of at
least $6 million, or (ii) August 1, 2014. Thereafter, the Executive’s base salary shall be redetermined annually by the
Executive Compensation Committee; provided, however, that during his tenure with the Company, Executive’s base salary shall
not be reduced. The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary
shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.



    	 



    	 



    


                              (b)          Incentive
Compensation. During the Term, the Executive may be eligible to receive annual cash incentive compensation as determined by
the Executive Compensation Committee in an amount up to thirty-five percent (35%) of his current base salary for such year. The
performance criteria and other terms of the bonus shall be determined annually by the Executive Compensation Committee. To earn
incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. The Executive
Compensation Committee may, in its sole discretion, award an annual cash bonus above thirty-five percent (35%) of Executive’s
then current base salary for outstanding performance.


                              (c)          Expenses.
The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term in
performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for
its senior executive officers.


                              (d)          Other
Benefits. During the Term, the Executive shall be entitled to participate in or receive benefits under all of the Company’s
Employee Benefit Plans in effect on the date hereof, or under plans or arrangements that provide the Executive with benefits at
least substantially equivalent to those provided under such Employee Benefit Plans. In addition, the Company shall provide the
Executive with a car allowance equal to $500 per month and shall reimburse the Executive for the monthly operating costs of his
mobile telephone. As used herein, the term “Employee Benefit Plans” includes, without limitation, each pension and
retirement plan; supplemental pension, retirement and deferred compensation plan; savings and profit-sharing plan; stock ownership
plan; stock purchase plan; stock option plan; life insurance plan; medical insurance plan; disability plan; and health and accident
plan or arrangement established and maintained by the Company on the date hereof for employees of the same status within the hierarchy
of the Company. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement
which may, in the future, be made available by the Company to its executives and key management employees, subject to and on a
basis consistent with the terms, conditions and overall administration of such plan or arrangement. Any payments or benefits payable
to the Executive under a plan or arrangement referred to in this Section 2(d) in respect of any calendar year during which the
Executive is employed by the Company for less than the whole of such year shall, unless otherwise provided in the applicable plan
or arrangement, be prorated in accordance with the number of days in such calendar year during which he is so employed. Should
any such payments or benefits accrue on a fiscal (rather than calendar) year, then the proration in the preceding sentence shall
be on the basis of a fiscal year rather than calendar year.


                              (e)          Vacations.
During the Term, the Executive shall be entitled to accrue up to four paid weeks of vacation in each year, which shall be accrued
ratably. The Executive shall also be entitled to all paid holidays given by the Company to its executives.


               3.            Termination.
During the Term, the Executive’s employment hereunder may be terminated without any breach of this Agreement under the following
circumstances:


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



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                              (b)          Disability.
The Company may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of
the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a
period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any
period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing
position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit
to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s
guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue,
and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with
any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive
shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing
in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation,
the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C.
§12101 et seq.


                              (c)          Termination
by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause by a vote of the Board
at a meeting of the Board called and held for such purpose. For purposes of this Agreement, “Cause” shall mean: (i)
conduct by the Executive constituting a material act of misconduct in connection with the performance of his duties, including,
without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the
occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any
felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably
be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if he were
retained in his position; (iii) continued willful non-performance by the Executive of his duties hereunder (other than by reason
of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following
written notice of such non-performance from the Board; (iv) a material breach by the Executive of any of the provisions contained
in Section 7 of this Agreement; (v) a willful and material violation by the Executive of the Company’s written employment
policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement
authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or
other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents
or other materials in connection with such investigation.


                              (d)          Termination
Without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination
by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under
Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination
without Cause.



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                              (e)          Termination
by the Executive. The Executive may terminate his employment hereunder at any time for any reason, including but not limited
to Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the
“Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material
diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s
Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting
all or substantially all senior management employees of the Company; (iii) the relocation of Executive’s principal office,
or principal place of employment, to a location more than fifty (50) miles from his principal office or principal place of employment
on the Effective date; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean
that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive
notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of
such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days
following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason
condition continues to exist; and (v) the Executive terminates his employment within 60 days after the end of the Cure Period.
If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.


                              (f)          Notice
of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment by
the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon.


                              (g)          Date
of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by his
death, the date of his death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b)
or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s
employment is terminated by the Company under Section 3(d), 30 days after the date on which a Notice of Termination is given;
(iv) if the Executive’s employment is terminated by the Executive under Section 3(e) without Good Reason, 30 days after
the date on which a Notice of Termination is given, and (v) if the Executive’s employment is terminated by the Executive
under Section 3(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding
the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate
the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement;
provided however that the Company agrees to provide Executive pay during the accelerated notice period.


               4.            Compensation
Upon Termination.


                              (a)          Termination
Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide
to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid
expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through
the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date
of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the
Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit
plans (collectively, the “Accrued Benefits”).



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                              (b)          Termination
by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is
terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason
as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition:


                              (i)          subject
to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner
satisfactory to the Company (the “Release”) and the expiration of the seven-day revocation period for the Release,
the Company shall pay the Executive an amount equal to two times the sum of the Executive’s Base Salary in effect immediately
prior to the Date of Termination and his Average Incentive Compensation (the “Severance Amount”). The Severance Amount
shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over the 24 months
commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar
year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year. Each payment
pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation
under Section 2(b) received by the Executive for the three immediately preceding fiscal years ending prior to the Date of Termination
(in the event the Executive was not employed by the Company for such three preceding fiscal years, then the Average Incentive
Compensation shall be determined based on a proration of (x) if the Executive was employed by the Company for one or more full
fiscal years prior to the Date of Termination, then such proration shall be based on such full fiscal year(s), or (y) if the Executive
was not employed by the Company for at least one full fiscal year prior to the Date of Termination, then such proration shall
be based on amounts actually received by the Executive during his employment by the Company). In no event shall “Average
Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing,
if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount
shall immediately cease; and


                              (ii)          upon
the Date of Termination, all stock options and other stock-based awards held by the Executive shall cease to vest; and


                              (iii)         if
the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the
Company shall pay to the Executive a monthly cash payment for 18 months equal to the amount of monthly employer contribution that
the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company.



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                              (c)          Expiration/Non-Renewal
of the Agreement by the Company. For the avoidance of doubt, a non-renewal of this Agreement by the Company (in accordance
with Section 1(a) above) will not constitute a termination of employment by the Company without Cause and the Executive acknowledges
that the severance provisions of Section 4(b) will not apply.


               5.            Change
in Control Payment. The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive
and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company.
These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his
assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply
in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of
employment, if such termination of employment occurs within 18 months after the occurrence of the first event constituting
a Change in Control. These provisions shall terminate and be of no further force or effect beginning 18 months after the occurrence
of a Change in Control.


                              (a)          Change
in Control. If within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without
Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then,


                              (i)          subject
to the signing of the Release by the Executive and the expiration of the seven-day revocation period for the Release, the Company
shall pay the Executive a lump sum in cash in an amount equal to 2.5 times the sum of (A) the Executive’s current
Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the
Executive’s Average Incentive Compensation. Such payment shall be paid within 60 days after the Date of Termination; provided,
however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid
in the second calendar year; and


                              (ii)          notwithstanding
anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based
awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination;


                              (iii)         if
the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the
Company shall pay to the Executive a monthly cash payment for 36 months equal to the amount of monthly employer contribution that
the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;
provided that such monthly payments shall be paid out in accordance with the Company’s payroll practice over 36 months commencing
within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends
in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year; and



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                              (iv)          reimbursement
of reasonable legal fees (not to exceed $75,000) reasonably incurred by Executive to resolve any dispute concerning the payment
of severance hereunder on account of such Change in Control.


                              (b)          Additional
Limitation.


                              (i)            Anything
in this Agreement to the contrary notwithstanding, in the event that the present value amount of any compensation, payment or
distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code
of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Parachute Payments”),
would be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply:


                              (A)         If
the Parachute Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and
employment taxes payable by the Executive on the amount of the Parachute Payments which are in excess of the Threshold Amount,
are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.


                              (B)          If
the Threshold Amount is less than or equal to (x) the Parachute Payments, but greater than (y) the Parachute Payments reduced
by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount
of the Parachute Payments which are in excess of the Threshold Amount, then the Parachute Payments shall be reduced (but not below
zero) to the extent necessary so that the aggregate present value of the Parachute Payments shall not equal or exceed the Threshold
Amount. In such event, the Parachute Payments shall be reduced in the following order: (1) cash payments not subject to Section
409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash
forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be
reduced in reverse chronological order.


                              (ii)          For
the purposes of this Section 5(b), “Threshold Amount” shall mean three times the Executive’s “base amount”
within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Executive
with respect to such excise tax.



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                              (iii)          The
determination as to which of the alternative provisions of Section 5(b)(i) shall apply to the Executive shall be made by a nationally
recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such
earlier time as is reasonably requested by the Company or the Executive. For purposes of determining which of the alternative
provisions of Section 5(b)(i) shall apply, the Executive shall be deemed to pay federal income taxes at the highest marginal rate
of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state
and local income taxes at the highest marginal rates of individual taxation in the state and locality of the Executive’s
residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.


                              (c)          Definitions.
For purposes of this Section 5, the following terms shall have the following meanings:


               “Change
in Control” shall mean any of the following:


                              (i)          any
“person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding
securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates”
and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial
owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing
50 percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in
an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities
directly from the Company); or


                              (ii)          the
date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Board before the date of the appointment or election; or


                              (iii)         the
consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in
Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares
of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B)
any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan)
of all or substantially all of the assets of the Company.


               Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i)
solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities
outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 50 percent or more of
the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to
in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant
to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company)
and immediately thereafter beneficially owns 50 percent or more of the combined voting power of all of the then outstanding Voting
Securities, then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i).



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               6.            Section
409A.


                              (a)          Anything
in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the
meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled
to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation
otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application
of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date
that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s
death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up
payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision,
and the balance of the installments shall be payable in accordance with their original schedule. Any such delayed cash payment
shall earn interest at an annual rate equal to the applicable federal short-term rate published by the Internal Revenue Service
for the month in which the date of separation from service occurs, from such date of separation from service until the payment.


                              (b)          All
in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred
by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively
practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year
in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year
shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except
for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits
is not subject to liquidation or exchange for another benefit.


                              (c)          To
the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation”
under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination
of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.”
The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions
set forth in Treasury Regulation Section 1.409A-1(h).


                              (d)          The
parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision
of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner
so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute
a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended,
as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.



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               7.            Confidential
Information, Noncompetition and Cooperation.


                              (a)          Confidential
Information. As used in this Agreement, “Confidential Information” means information belonging to the Company
which is of value to the Company in the course of conducting its business and the disclosure of which could result in a competitive
or other disadvantage to the Company. Confidential Information includes, without limitation, financial information, reports, and
forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae;
software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible
acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Company.
Confidential Information includes information developed by the Executive in the course of the Executive’s employment by
the Company, as well as other information to which the Executive may have access in connection with the Executive’s employment.
Confidential Information also includes the confidential information of others with which the Company has a business relationship.
Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach
of the Executive’s duties under Section 7(b).


                              (b)          Confidentiality.
The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between
the Executive and the Company with respect to all Confidential Information. At all times, both during the Executive’s employment
with the Company and after its termination, the Executive will keep in confidence and trust all such Confidential Information,
and will not use or disclose any such Confidential Information without the written consent of the Company, except as may be necessary
in the ordinary course of performing the Executive’s duties to the Company.


                              (c)          Documents,
Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to
Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with
the Executive’s employment will be and remain the sole property of the Company. The Executive will return to the Company
all such materials and property as and when requested by the Company. In any event, the Executive will return all such materials
and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain with
the Executive any such material or property or any copies thereof after such termination.



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                              (d)          Noncompetition
and Nonsolicitation. During the Executive’s employment with the Company and for 12 months thereafter, regardless of
the reason for the termination, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant,
agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined);
(ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or
influencing any person to leave employment with the Company (other than terminations of employment of subordinate employees undertaken
in the course of the Executive’s employment with the Company); and (iii) will refrain from soliciting or encouraging any
customer or supplier to terminate or otherwise modify adversely its business relationship with the Company. The Executive understands
that the restrictions set forth in this Section 7(d) are intended to protect the Company’s interest in its Confidential
Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are
reasonable and appropriate for this purpose. For purposes of this Agreement, the term “Competing Business” shall mean
a business conducted anywhere in the United States which is competitive with any business which the Company or any of its affiliates
conducts or proposes to conduct at any time during the employment of the Executive. Notwithstanding the foregoing, the Executive
may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with
a Competing Business.


                              (e)          Third-Party
Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any
previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s
engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the
Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will
not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work
for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights
of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other
tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.


                              (f)           Litigation
and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the
Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against
or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company.
The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available
to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient
times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection
with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive
for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant
to this Section 7(f).


                              (g)          Injunction.
The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach
by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy
for any such breach. Accordingly, subject to Section 8 of this Agreement, the Executive agrees that if the Executive breaches,
or proposes to breach, any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it
may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual
damage to the Company.



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               8.            Arbitration
of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising
out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful
employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration
in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration
Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA,
including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person
or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy
or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding
the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a
temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any
other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.


               9.            Consent
to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 8 of this Agreement,
the parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States
District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits
to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether
imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.


               10.          Integration.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements between the parties concerning such subject matter.


               11.          Withholding.
All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be
withheld by the Company under applicable law.


               12.          Successor
to the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representatives,
executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive’s death after his termination
of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue
such payments to the Executive’s beneficiary designated in writing to the Company prior to his death (or to his estate,
if the Executive fails to make such designation).


               13.          Enforceability.
If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this
Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of
this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.



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               14.          Survival.
The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s
employment to the extent necessary to effectuate the terms contained herein.


               15.          Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any
party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


               16.          Notices.
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return
receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of
the Company, at its main offices, attention of the Board.


               17.          Amendment.
This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative
of the Company.


               18.          Governing
Law. This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of the Commonwealth
of Massachusetts, without giving effect to the conflict of laws principles of such Commonwealth. With respect to any disputes
concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by
the United States Court of Appeals for the First Circuit.


               19.          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same document.


               20.          Successor
to Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to
the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain
an assumption of this Agreement at or prior to the effectiveness of any succession shall be a material breach of this Agreement.


               21.          Gender
Neutral. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless
the context clearly indicates otherwise.




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               IN WITNESS
WHEREOF, the parties have executed this Agreement effective on the date and year first above written.



	 	LUCID,
    INC.
	 	 
	 	By:  
    /s/ L. Michael Hone	 
	 	Name:
       L. Michael Hone
	 	Title:
         Chief Executive Officer
	 	 
	 	/s/
Richard Christopher
	 	RICHARD CHRISTOPHER



 


[Signature
Page to Employment Agreement]