Unassociated Document


     

    

       

      INNNOVATIVE
        CARD TECHNOLOGIES, INC.

      10880
        WILSHIRE BOULEVARD, SUITE 950 

      LOS
        ANGELES, CA 90024

      


      December
        14, 2007

      


      Mr.
        Alan
        Finkelstein

      Innovative
        Card Technologies, Inc.

      10880
        Wilshire Boulevard, Suite 950

      Los
        Angeles, California 90024

      


      Re:
        Resignations 

      


      Dear
        Alan:

      


      As
        you
        know, the Board today approved a severance package for you which will be
        implemented conditioned on your tendering a written resignation from your
        positions as Chief Strategic Officer and Founder, and as a Member of the
        Board
        of Directors, effective December 14, 2007 (the “Resignations”). The Resignations
        are set forth below.

      


      Specifically,
        upon receipt of your written Resignations, the following package is granted
        to
        you:

      


      	1.  	
              The
                Company will pay for and maintain health insurance benefits consistent
                with the benefits you currently have with the Company (“COBRA” coverage)
                for a period of eighteen months beginning on the effective date of
                the
                Resignations.

            


      	2.  	
              All
                unexercised stock options owned by you that are not presently vested
                shall
                immediately vest and become exercisable.

            


      	3.  	
              All
                unexercised stock options owned by you shall remain exercisable until,
                and
                shall expire on, December 31, 2010. Other than as set forth in items
                2 and
                3, all other terms and conditions of any unexercised stock options
                you own
                shall remain in full force and effect. 

            


      The
        Company shall undertake, perform and effect any and all additional actions
        necessary, as you may reasonably request, in order to complete and implement
        the
        foregoing.

      


      Innovative
        Card Technologies, Inc.

      


      By:
        Donald Joyce, Chairman of the Board

      


      /s/
        Donald Joyce

      


      


      By:
        Steve
        Delcarson, Chief Executive Officer

      


      /s/
        Steve
        Delcarson

      


      
        
          
          

        

        
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      Initials:_____
        _____ ______

      


      Alan
        Finkelstein

      Page
        2

      December
        14, 2007

      


      


      


      


      AGREED
        AND ACCEPTED:

      


      /s/
        Alan
        Finkelstein

      


      Alan
        Finkelstein

       


      
        
          
          

        

        
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      December
        14, 2007

       

      Don
        Joyce

      Chairman
        of the Board

      Innovative
        Card Technologies, Inc.

      10880
        Wilshire Blvd., Suite 950

      Los
        Angeles, CA 90024

       

       

      
        	
                Re:

              	
                Resignation
                  and Notice of Non-renewal

              


      

       

      Dear
        Don:

       

      I
        received the Company’s proposed severance letter dated December 14, 2007. In
        connection with that severance letter and in consideration of the benefits
        provided under that severance letter, and your request for me to tender a
        written resignation, I hereby resign from my positions as Founder and Chief
        Strategic Officer of the Company, and as a Member of the Board of Directors,
        effective today, December 14, 2007. With your consent, this constitutes a
        formal
        written notice of non-renewal of my employment contract pursuant to Section
        2 of
        my Employment Agreement, dated January 1998, and should not be construed
        as a
        breach under that employment agreement.

      


      I’d
        like
        to take this opportunity to laud the hard work, dedication and sacrifice
        of our
        employees. I am pleased that the new ICT Card technology that we developed
        with
        our strategic partners has won such prompt acceptance in the marketplace
        and am
        confident that the Company can continue to successfully market this leading-edge
        logical and physical security card technology that we have developed over
        the
        past few years. I feel that at this point the product is ready, the market
        is
        ready, and with the proper execution the company is poised for success. I
        could
        not be more delighted with this success and as the founder and one of the
        largest shareholders, I continue to wish the Company well in its future
        endeavors.

       

      Sincerely
        yours,

       

       

      Alan
        Finkelstein

      

        
          	
                  cc:

                	
                  Scott
                    Weis

                
	 	
                  Jennifer
                    Post

                
	 	
                  David
                    Robbins

                
	 	
                  Jacqueline
                    Cookerly Aguilera

                
	 	
                  Anne
                    Marie Mai

                


        

      

    

     

    
      
        
        

      

      
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