Exhibit
10.92


 


COMPENSATION
AGREEMENT


 


This
Compensation Agreement (this “Agreement”) is entered into as of January     ,
2010 by and between BIO-key International, Inc., a Delaware corporation
(the “Company”), and Thomas J. Colatosti (“Colatosti”).


 


Introduction


 


Colatosti is currently the Chairman of the Company’s
Board of Directors.  The Company desires
to retain the services of Colatosti as described herein and Colatosti desires
to provide such services to the Company.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:


 


1.                                       Term;  Time  Commitment.  The term of this Agreement will be for two
years, commencing effective as of January 1, 2010 (the “Term”), unless
earlier terminated pursuant to Section 6. 
Colatosti will provide consulting services to the Company and its
subsidiaries and affiliates during the Term at such times as may be agreed by
the Company and Colatosti, in their mutual discretion.


 


2.                                       Duties.  Colatosti
will provide services with respect to such matters as the Company and Colatosti
may agree.  As an integral part of the
services to be provided for herein, during the Term, Colatosti will adhere to
the provisions of Section 4.


 


3.                                       Compensation.  From and after January 1, 2010, the
Company will pay Colatosti at a rate of $5,000 per month, payable in arrears,
during the Term.  Such payments shall be
made on the last business day of each month during the Term with the first
payment due on January 29, 2010 and the last payment due on December 31,
2011.  This cash compensation is intended
to comprise all of the cash compensation to be paid to Colatosti for services
rendered to the Company, including service on the Company’s Board of
Directors.  Colatosti shall be reimbursed
by the Company for reasonable expenses incurred in performing his duties
hereunder.  Colatosti will not be
eligible for any Company benefits. 
Colatosti shall have the responsibility for the payment of all federal,
state and local taxes for compensation payable to Colatosti hereunder; provided, however, to the
extent required by law, the Company may withhold from compensation payable to
Colatosti all applicable federal, state and local withholding taxes.


 


4.                                       Confidentiality;
Intellectual Property.


 


(a)           Colatosti
will not at any time, directly or indirectly, disclose or divulge, except as
required in connection with the performance of Colatosti’s duties for the
Company, any Confidential Information (as hereinafter defined).  As used herein, “Confidential Information”
means all trade secrets and all other information of a business, financial,
marketing, technical or other nature pertaining to the Company or any
subsidiary or affiliate, including


 

















 


information of others that the Company or any subsidiary or affiliate
has agreed to keep confidential; provided, that Confidential Information shall
not include any information that has entered or enters the public domain
through no fault of Colatosti or which Colatosti is required to disclose by
legal process.  Colatosti shall make no
use whatsoever, directly or indirectly, of any Confidential Information, except
as required in connection with the performance of Colatosti’s duties for the
Company.


 


(b)           Upon
the Company’s request at any time and for any reason, Colatosti shall
immediately deliver to the Company all materials (including all copies) in
Colatosti’s possession which contain or relate to Confidential Information.


 


(c)           All
inventions, developments or improvements made by Colatosti, either alone or in
conjunction with others, at any time or at any place during the Term, whether
or not reduced to writing or practice during such term, which relate to the
business in which the Company or any subsidiary or affiliate is engaged or in
which the Company or any subsidiary or affiliate intends to engage, shall be
the exclusive property of the Company. 
Colatosti shall promptly disclose any such invention, development or
improvement to the Company, and, at the request and expense of the Company, shall
assign all of Colatosti’s rights to the same to the Company.  Colatosti shall sign all instruments
necessary for the filing and prosecution of any applications for or extension
or renewals of letters patent of the United States or any foreign country which
the Company desires to file. All copyrightable work by Colatosti relating to
the Company’s business or any subsidiary’s business during the Term is intended
to be “work made for hire” as defined in Section 101 of the Copyright Act
of 1976, and shall be the property of the Company.  If the copyright to any such copyrightable
work is not the property of the Company by operation of law, Colatosti will,
without further consideration, assign to the Company all right, title and
interest in such copyrightable work and will assist the Company and its
nominees in every way, at the Company’s expense, to secure, maintain and defend
for the Company’s benefit copyrights and any extensions and renewals thereof on
any and all such work including translations thereof in any and all countries,
such work to be and to remain the property of the Company whether copyrighted
or not.


 


5.                                       Remedies.  Without limiting the remedies available to
the Company, Colatosti acknowledges that a breach of any of the covenants
contained in Section 4 herein could result in irreparable injury to the
Company for which there might be no adequate remedy at law, and that, in the
event of such a breach or threat thereof, the Company shall be entitled to
obtain a temporary restraining order and/or a preliminary injunction and a
permanent injunction restraining Colatosti from engaging in any activities
prohibited by Section 4 herein or such other equitable relief as may be
required to enforce specifically any of the covenants of Section 4.  The foregoing provisions and the provisions
of Section 4 herein shall survive the term of this Agreement and the
termination of Colatosti’s services with the Company, and shall continue
thereafter in full force and effect in accordance with their terms.


 


6.                                       Termination.  Colatosti’s engagement by the Company
hereunder may be terminated at any time by the Company with or without cause,
or by Colatosti upon at least thirty (30) days’ prior written notice to the
Company.  Notwithstanding anything
contained herein, (a) if Colatosti’s services hereunder are terminated by
the Company for any reason, the Company


 


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shall nevertheless be required to make any and all payments to
Colatosti hereunder as and when due, including without limitation any payments
that had accrued but had not been paid prior to the date of termination and (b) if
Colatosti’s services hereunder are terminated by Colatosti, the Company shall
have no further obligation to make any payments to Colatosti hereunder except
for payments that had accrued but had not been paid prior to the date of
termination.


 


7.             Enforceability,
etc.  This Agreement shall be
interpreted so as to be effective under applicable law, but if any portion
hereof is prohibited or invalid, such portion shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement.


 


9.             Amendments and Waivers.  This Agreement may be amended or modified
only by a written instrument signed by the Company and Colatosti.  No waiver of this Agreement or any provision
hereof shall be binding upon the party against whom enforcement of such waiver
is sought unless it is made in writing and signed by or on behalf of such
party.  No delay or omission in
exercising any right under this Agreement shall operate as a waiver of that or
any other right.


 


10.           Binding Effect; Assignment.  This Agreement shall be binding on and inure
to the benefit of the parties hereto and their respective heirs, executors and administrators,
successors and assigns, except that the rights and obligations of Colatosti
hereunder are personal and may not be assigned without the Company’s prior
written consent.


 


11.           Choice of Law and Jurisdiction.
This Agreement shall be construed, interpreted and the rights of the parties
determined in accordance with the laws of the Commonwealth of
Massachusetts.  Each of the parties
hereto hereby irrevocably consents and submits to the exclusive jurisdiction of
the state courts of the Commonwealth of Massachusetts, and of the United States
District Court located in Boston, Massachusetts in connection with any suit,
action, or other proceeding concerning this Agreement.


 


12.           Independent Contractor.  The parties agree that Colatosti is an
independent contractor, and nothing herein or in the relationship of the
parties shall alter or affect such status.


 


13.           Entire Agreement.  This Agreement constitutes the final and
entire agreement of the parties with respect to the matters covered hereby, and
replaces and supersedes all other agreements and understandings relating
thereto.


 


14.           Counterparts.  This Agreement may be executed in multiple
counterparts, and counterparts by facsimile, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the
same instrument.


 


15.           No
Conflicts.  Colatosti represents to
the Company that Colatosti is not a party to or bound by any agreement or
commitment that conflicts with the obligations of Colatosti under this
Agreement.


 


[Signature page follows]


 


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This
Agreement has been executed and delivered as a sealed instrument as of the date
first above written.


 


	
   

  	
  BIO-KEY
  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Charles Romeo

  
	
   

  	
   

  	
  Charles
  Romeo

  
	
   

  	
   

  	
  Chair Compensation Committee 1-12-2010

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas J. Colatosti

  
	
   

  	
  Thomas J. Colatosti 1/12/2010