Exhibit
10.93


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT (along with all Exhibits attached
hereto, hereinafter referred to as the “Agreement”) is made effective as of March 25,
2010 by and between BIO-key International, Inc., a Delaware corporation
with its principal place of business at 3349 Highway 138 Building D Suite B
Wall, NJ 07719 (the “Company”), and Michael W. DePasquale residing at 704
Michael Drive, Toms River, NJ 08753 (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Company desires to
secure the employment of the Executive in accordance with the provisions of
this Agreement; and


 


WHEREAS, the Executive desires and is willing to
be employed by the Company in accordance herewith.


 


NOW THEREFORE, in consideration of the premises and
mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to
be legally bound hereby, the parties hereto agree as follows:


 


1.             Employment  Term.  This Agreement shall remain in full force and
effect for a term commencing on the Effective Date hereof and expiring on the first (1st)
anniversary hereof (the “Initial Term”), or, if earlier, until the employment
relationship is terminated pursuant to Section 4 hereof.  Upon the expiration of the Initial Term, this
Agreement will be renewed automatically for successive one-year periods (each,
a “Renewal Term”), unless sooner terminated in accordance with the provisions
of Section 4 or unless the Company gives written notice of non-renewal at
least two (2) months prior to the date on which the Initial Term or the
applicable Renewal Term, as the case may be, would otherwise end.


 


2.                                       Duties; Exclusive  Services  and  Best  Efforts.


 


(a)           Duties.  The Executive shall hold the position
assigned by the Company and serve in such position in accordance with the
Company’s Certificate of Incorporation and By-Laws and in accordance with the
ultimate control of the Board of Directors of the Company (the “Board”).


 


(b)           Exclusive Services and Best
Efforts.  The Executive agrees to
devote his best efforts, energies and skill to the faithful, competent and
diligent discharge of the duties and responsibilities attributable to his
position, and to this end, will devote his full-time attention to the business
and affairs of the Company.  The
Executive also agrees that he shall not take personal advantage of any business
opportunities that arise during his employment that may benefit the
Company.  All material facts regarding
such opportunities must be promptly reported 


 


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to the Board for its consideration. In addition, the Company
acknowledges and agrees that the Executive shall be permitted to engage in and
pursue such contemporaneous activities and interests as the Executive may
desire, for personal profit or otherwise, provided such activities do not
interfere with the Executive’s performance of his duties and obligations
hereunder.


 


3.             Compensation. 
On and after the commencement of Executive’s employment, the Executive
shall receive, for all services rendered to the Company hereunder, the
following:


 


(a)           Base Salary.  The Executive shall be paid a base annual
salary (“Base Salary”) equal to Two Hundred Fifty Thousand Dollars  ($250,000).  Base
Salary shall be payable in equal installments in accordance with the Company’s
general salary payment policies but no less frequently than monthly.  Base Salary may be increased annually, or at
such other intervals, as the Board or Compensation Committee thereof shall
determine from time to time.


 


(b)           Performance
Bonus.  In addition to Base Salary,
the Executive may be granted a performance bonus, the amount, if any, and
timing of which shall determined by the Board in its sole discretion.


 


(c)           Benefits.  Executive shall be eligible to participate in
any of the Company’s employee welfare or health benefit plans (including, but
not limited to, life insurance, health, medical and dental plans).


 


(d)           Vacation.  The Executive shall be eligible for four (4) weeks
of paid vacation each year of his employment hereunder.  The Executive shall be permitted to carry
over and accrue unused vacation time for a period of up to two years.


 


(e)           Expenses.  Subject to and in accordance with the Company’s
policies and procedures, and, upon presentation of itemized accounts, the
Executive shall be reimbursed by the Company for reasonable and necessary
business-related expenses, which expenses are incurred by the Executive on
behalf of the Company.


 


(f)            Deductions from
Salary and Benefits.  The Company
will withhold from any salary or benefits payable to the Executive all federal,
state, local, and other taxes and other amounts as required by law, rule or
regulation.


 


4.             Termination. 
This Agreement may be terminated by either the Executive or the Company
at any time, subject only to the provisions of this Section 4.


 


(a)           Voluntary Termination.  If Executive terminates his own employment,
the Company shall be released from any and all further obligations under this
Agreement, except that the Company shall be obligated to pay Executive his
salary and benefits owing to Executive through the effective date of
termination.  Executive shall also be
entitled to any reimbursement 


 


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owed in accordance with Section 3(e).  Executive’s obligations under Sections 5, 7,
8 and 9 hereof and shall survive the termination of Executive’s employment, and
Executive shall remain bound thereby.


 


(b)           Death.  This Agreement shall terminate on the date of
the Executive’s death, in which event salary, benefits, and reimbursable
expenses owing to the Executive through the date of the Executive’s death shall
be paid to his estate.


 


(c)           Disability.  If, during the term of this Agreement, in the
opinion of the Company, the Executive, because of physical or mental illness or
incapacity or disability, shall become unable to perform, with or without
reasonable accommodation, substantially all of the duties and services required
of him under this Agreement for a period one hundred eighty (180) days during
any twelve-month period, the Company may, upon at least ten (10) days
prior written notice given at any time after the expiration of such one hundred
eighty (180) day period, notify the Executive of its intention to terminate
this Agreement as of the date set forth in the notice.  In case of such termination, the Executive
shall be entitled to receive salary, benefits, and reimbursable expenses owing
to the Executive through the date of termination of the Initial Term or
applicable Renewal Term, as the case may be. 
The Company shall have no further obligation or liability to the
Executive.  The Executive’s obligations
under Sections 5, 7 8 and 9 hereof shall survive the termination of Executive’s
employment, and Executive shall remain bound thereby.


 


(d)           Termination by Employer for Cause.
This Agreement may be terminated by the Company for Cause (as defined below) at
any time.  Upon such termination for
Cause, the Company shall be released from any and all further obligations under
this Agreement, except that the Company shall be obligated to pay the Executive
his salary and benefits owing to the Executive through the effective date of
such termination.  The Executive shall
also be entitled to any reimbursement owed in accordance with Section 3(h).
 The Executive’s obligations under
Sections 5, 7, 8 and 9 hereof shall survive the termination of Executive’s
employment, and Executive shall remain bound thereby.


 


As used herein, “Cause”
shall include, but is not limited to, the following conduct of the Executive:


 


(i)            Breach of any material provision of
this Employment Agreement by the Executive if not cured within two (2) weeks
after receiving written notice thereof;


 


(ii)           Misconduct as an
Executive of the Company, including but not limited to, misappropriating funds
or property of the Company; any attempt to obtain any personal profit from any
transaction in which the Executive has an interest that is adverse to the
Company or any breach of the duty of loyalty and fidelity to the Company; or
any other material act or omission of the Executive which substantially impairs
the Company’s ability to conduct its ordinary business in its usual manner;


 


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(iii)          Material neglect or
refusal to perform the duties assigned to the Executive pursuant to this
Employment Agreement if not cured within two (2) weeks after receiving
notice thereof;


 


(iv)          Conviction of a
felony or plea of guilty or nolo contendere
to a felony;


 


(v)           Acts of dishonesty
or moral turpitude by the Executive that are detrimental to the Company or any
other act or omission which subjects the Company or any of its affiliates to
public disrespect, scandal, or ridicule, or that causes the Company to be in
violation of governmental regulations that subjects the Company either to
sanctions by governmental authority or to civil liability to its Executives or
third parties;


 


(vi)          Disclosure or use of
confidential information of the Company, other than as specifically authorized
and required in the performance of the Executive’s duties.


 


(e)          Termination by Employer Without
Cause.  Upon termination of this
Agreement by the Company without Cause (including without limitation
non-renewal by the Company without Cause), the Company shall be released from
any and all further obligations under this Agreement, except that the Executive
shall be paid his Base Salary and benefits earned but unpaid through the date
of termination and continue to be paid in the same manner as before
termination, (i) his then current monthly Base Salary and benefits for a
period of time equal to the greater of nine (9) months or the remaining
term of this Agreement, beginning six months following the termination date or
such earlier date as may be permitted under Section 409A of the Internal Revenue
Code, as amended (“Section 409A”), (ii) any prorated bonus
established by the Board that is earned during the then current bonus year,
payable six months following the termination date or such earlier date as may
be permitted under Section 409A and (iii) Executive shall have the
right to extend the exercise date of his existing stock options for twenty-four
(24) months after the termination date (or such shorter period that shall not
exceed the latest date on which the option could have expired by its terms or
the tenth anniversary of the date of grant), on a “cashless exercise” basis,
if, and only if, the Executive signs a valid general release of all claims
against the Company, its affiliates, subsidiaries, officers, directors and
agents, in a form provided by the Company. 
The Company shall have no further obligation or liability to the
Executive.  The Executive’s obligations
under Sections 5, 7, 8 and 9 hereof and shall survive the termination of the
Executive’s employment, regardless of the circumstances of any such
termination, and the Executive shall remain bound thereby.


 


(f)            Change of
Control.  If a Change of Control (as
defined below) occurs, and either (i) the Executive is not offered
continued employment with the Company or any successor thereto or (ii) within
five (5) years following such Change of Control, the Company or any
successor thereto terminates the Executive’s employment without Cause, then, in
lieu of any 


 


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applicable payments to Executive under Section 4(e),
as of the date of such termination the Executive shall be entitled to be paid an amount
equal to (A) his Base Salary and benefits earned but unpaid through the
date of termination, plus (B) any prorated bonus established by the Board
that is earned during the then current bonus year, payable six months following
the termination date or such earlier date as may be permitted under Section 409A,
plus (C) two (2) times his then current Base Salary, in a single lump
sum payment to be made six months following the termination date or such
earlier date as may be permitted under Section 409A.  As used herein, “Change of Control” means (x) the
acquisition of beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) directly or indirectly by any
person or entity of securities of the Company representing a majority of the
combined voting power of the Company’s then outstanding securities, other than
an acquisition of securities for investment purposes pursuant to a bona fide
financing of the Company; (y) a merger or consolidation of the Company
with any other entity in which the holders of the voting securities of the
Company prior to the merger or consolidation do not own more than 50% of the
total voting securities of the surviving entity; or (z) the sale or
disposition by the Company of all or substantially all of the Company’s assets
other than a sale or disposition of assets to an affiliated person or entity.


 


(g)           Termination by Mutual Agreement.  This Agreement may be terminated at any time
by mutual agreement of the Executive and the Company.


 


5.             Non-Competition  and  Business  Opportunities.


 


(a)           Non-Competition.  The Executive understands that the Company is
in the business of developing and licensing finger print identification
technologies, and distributing products incorporating such technologies, to
original equipment manufacturers and end users. 
The Executive agrees that during the period of his employment hereunder
and for a period of one (1) year thereafter, the Executive will not
directly or indirectly: (i) market, sell or perform  services such as are offered or conducted by
the Company, its affiliates and subsidiaries during the period of his
employment, to any customer or client of the Company or “Prospective Customer”
or client of the Company; or (ii) engage, directly or indirectly, whether
as principal or as agent, officer, director, Executive, consultant,
shareholder, or otherwise, alone or in association with any other person, corporation
or other entity, in any “Competing Business”. For the purpose of this Section 5(a) “Prospective
Customer” shall mean any person with whom the Company has engaged in any
substantial discussion or negotiation regarding the use of the Company’s products
or services.  For purposes of this Section 5(a),
the term “shareholder” shall exclude any interest owned by Employer in a public
company to the extent the Employer owns less than ten percent (10%) of any such
company’s outstanding common stock.  For
the further purposes of this Agreement, the term “Competing Business” shall
mean any person, corporation or other entity developing and/or licensing finger
print identification technologies or distributing products incorporating such
technologies, within the United States, to original equipment manufacturers and
end users at the time of such termination or non-renewal. Due to the nature of
the markets served and the technology and products to be developed and marketed
by the 


 


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Company which are intended to be available on a national basis, the
restrictions set forth in this Section 5(a) can not be limited to a
specific geographic area within the United States.


 


(b)           Business Opportunities.  The Executive agrees that during the period
of his employment hereunder, the Executive will not take personal advantage of
any business opportunities that are similar or substantially similar to the
business of the Company.  In addition,
all material facts regarding any such business opportunities must be promptly
and fully disclosed by the Executive to the Board of Directors as soon as the
Executive becomes aware of any opportunity, and in no event later than
forty-eight (48) hours after learning of such opportunity.  Business opportunities covered by this Section 5(b) shall
include, but are not limited to, opportunities relating to the development and
licensing of finger print identification technologies or the distribution of
products incorporating such technologies to original equipment manufacturers
and end users.


 


(c)           Non-Solicitation. The
Executive agrees that during the period of employment hereunder and for a
period of one (1) year thereafter, the Executive will not request or
otherwise attempt to induce or influence, directly or indirectly, any present
customer, distributor or supplier, or Prospective Customer, distributor or
supplier, of the Company, or other persons sharing a business relationship with
the Company to cancel, to limit or postpone their business with the Company, or
otherwise take action which might be to the material disadvantage of the
Company. The Executive agrees that during the period of employment hereunder
and for a period of one (1) year thereafter, Executive will not hire or
solicit for employment, directly or indirectly, or induce or actively attempt
to influence, hire or solicit, any Executive, agent, officer, director,
contractor, consultant or other business associate of the Company to terminate
his or her employment or discontinue such person’s consultant, contractor or
other business association with the Company.


 


(d)           Scope.  The parties hereto agree that, due to the
nature of the Company’s business, the duration and scope of the non-competition
and non-solicitation provisions set forth above are reasonable.  In the event that any court determines that
the duration or the geographic scope, or both, are unreasonable and that such
provisions are to that extent unenforceable, the parties hereto agree that such
provisions shall remain in full force and effect for the greatest time period
and in the greatest area that would not render it unenforceable. The parties
intend that the non-competition and non-solicitation provisions herein shall be
deemed to be a series of separate covenants, one for each and every county of
each and every state of the United States of America and each and every
political subdivision of each and every country outside the United States of
America where this provision is intended to be effective.  The Executive agrees that damages are an
inadequate remedy for any breach of such provisions and that the Company,
shall, whether or not it is pursuing any potential remedies at law, be entitled
to seek in any court of competent jurisdiction, equitable relief in the form of
preliminary and permanent injunctions without bond or other security upon any
actual or threatened breach of either of these competition provisions.  If the Executive shall violate this Section 5,
the duration of this Section 5 automatically shall be 


 


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extended as against the Executive for a period equal to the period
during which the Executive shall have been in violation of this Section 5.  The covenants contained in this Section 5
are deemed to be material and the Company is entering into this Agreement
relying on such covenants.


 


6.             Representations  and  Warranties  of  the  Executive.  The Executive, hereby represents and warrants
to the Company as follows:  (a) The
Executive has the legal capacity and unrestricted right to execute and deliver
this Agreement and to perform all of his obligations hereunder; (b) the
execution and delivery of this Agreement by the Executive and the performance
of his obligations hereunder will not violate or be in conflict with any fiduciary
or other duty, instrument, agreement, document, arrangement, or other
understanding to which Executive is a party or by which he is or may be bound
or subject; and (c) except as set forth in Exhibit A attached
hereto, the Executive is not a party to any instrument, agreement, document,
arrangement, including, but not limited to, invention assignment agreement,
confidential information agreement, non-competition agreement, non-solicitation
agreement, or other understanding with any person (other than the Company)
requiring or restricting the use or disclosure of any confidential information
or the provision of any employment, consulting or other services.


 


7.         Disclosure of
Innovations; Assignment of Ownership of Innovations; Protection of Confidential
Information. Executive hereby represents and warrants to the Company that
Executive understands that the Company is in the business of developing and
licensing finger print identification technologies, and distributing products
incorporating such technologies, to original equipment manufacturers and end
users  and that Executive may have access to
or acquire information with respect to Confidential Information (as defined
below), including software, processes and methods, development tools,
scientific, technical and/or business innovations.


 


(a)           Disclosure
of Innovations.  Executive agrees to
disclose in writing to the Company all inventions, improvements and other
innovations of any kind that Executive may make, conceive, develop or reduce to
practice, alone or jointly with others, during the term of Executive’s
employment with the Company, whether or not such inventions, improvements or
other innovations are related to and grow out of Executive’s work for the
Company and whether or not they are eligible for patent, copyright, trademark,
trade secret or other legal protection (“Innovations”).  Examples of Innovations shall include, but
are not limited to, discoveries, research, inventions, formulas, techniques,
processes, know-how, marketing plans, new product plans, production processes,
advertising, packaging and marketing techniques and improvements to computer
hardware or software.


 


(b)           Assignment
of Ownership of Innovations. 
Executive agrees that all Innovations will be the sole and exclusive
property of the Company and Executive hereby assigns all of Executive’s rights,
title or interest in the Innovations and in all related patents, copyrights,
trademarks, trade secrets, rights of priority and other proprietary rights to
the Company.  At the Company’s request
and expense, during and after the period of Executive’s employment 


 


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with the Company, Executive will assist and cooperate with the Company
in all respects and will execute documents, and, subject to Executive’s
reasonable availability, give testimony and take further acts requested by the
Company to obtain, maintain, perfect and enforce for the Company patent,
copyright, trademark, trade secret and other legal protection for the
Innovations.  Executive hereby appoints
an authorized officer of the Company as Executive’s attorney-in-fact to execute
documents on his behalf for this purpose. 
Executive has attached hereto as Exhibit B a list of
Innovations as of the date hereof which belong to Executive and which are not
assigned to the Company hereunder (the “Prior Innovations”), or, if no such
list is attached, Executive represents that there are no Prior Innovations.


 


(c)           Protection of
Confidential Information of the Company. 
Executive understands that Executive’s work as an Executive of the
Company creates a relationship of trust and confidence between Executive and
the Company.  During and after the period
of Executive’s employment with the Company, Executive will not use or disclose
or allow anyone else to use or disclose any “Confidential Information” (as
defined below) relating to the Company, its products, services, suppliers or
customers except as may be necessary in the performance of Executive’s work for
the Company or as may be specifically authorized in advance by appropriate
officers of the Company. “Confidential Information” shall include, but not be
limited to, information consisting of research and development, patents,
trademarks and copyrights and applications thereto, technical information,
computer programs, software, methodologies, innovations, software tools,
know-how, knowledge, designs, drawings, specifications, concepts, data,
reports, processes, techniques, documentation, pricing, marketing plans,
customer and prospect lists, trade secrets, financial information, salaries,
business affairs, suppliers, profits, markets, sales strategies, forecasts,
Executive information and any other information not available to the general
public, whether written or oral, which Executive knows or has reason to know
the Company would like to treat as confidential for any purpose, such as
maintaining a competitive advantage or avoiding undesirable publicity.  Executive will keep Confidential Information
secret and will not allow any unauthorized use of the same, whether or not any
document containing it is marked as confidential.  These restrictions, however, will not apply
to Confidential Information that has become known to the public generally
through no fault or breach of Executive’s or that the Company regularly gives
to third parties without restriction on use or disclosure.


 


8.             Work Made For Hire.


 


(a)           Work
Made For Hire. Executive further recognizes and understands that Executive’s
duties at the Company may include the preparation of materials, including
without limitation written or graphic materials, and that any such materials
conceived or written by Executive shall be done as “work made for hire” as
defined and used in the Copyright Act of 1976, 17 U.S.C. §§ 1 et  seq.  In the event of publication of such
materials, Executive understands that since the work is a “work made for hire”,
the Company will solely retain and own all rights in said materials, including
right of copyright.  In the event that
any of such works shall be deemed by a court of competent jurisdiction not to
be a “work made for hire,” this Agreement 


 


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shall operate as an irrevocable assignment by Executive to the Company
of all right, title and interest in and to such works, including, without
limitation, all worldwide copyright interests therein, in perpetuity.  The fact that such copyrightable works are
created by Executive outside of the Company’s facilities or other than during
Executive’s working hours with the Company shall not diminish the Company’s
right with respect to such works which otherwise fall within this
paragraph.  Executive agrees to execute
and deliver to the Company such further instruments or documents as may be
requested by the Company in order to effectuate the purposes of this paragraph.


 


(b)           Disclosure of Works and
Inventions/Assignment of Patents.  In
consideration of the promises set forth herein, Executive agrees to disclose
promptly to the Company, or to such person whom the Company may expressly designate
for this specific purpose (its “Designee”), any and all works, inventions,
discoveries and improvements authored, conceived or made by Executive during
the period of employment and related to the business or activities of the
Company, and Executive hereby assigns and agrees to assign all of Executive’s
interest in the foregoing to the Company or to its Designee.  Executive agrees that, whenever he is
requested to do so by the Company, Executive shall execute any and all
applications, assignments or other instruments which the Company shall deem
necessary to apply for and obtain Letters Patent or Copyrights of the United
States or any foreign country or to otherwise protect the Company’s interest
therein.  Such obligations shall continue
beyond the termination or nonrenewal of Executive’s employment or service with
respect to any works, inventions, discoveries and/or improvements that are
authored, conceived of, or made by Executive during the period of Executive’s
employment or service, and shall be binding upon Executive’s successors,
assigns, executors, heirs, administrators or other legal representatives.


 


9.             Company  Property.  All records, files, lists, including computer
generated lists, drawings, documents, software, documents, equipment, models,
binaries, object modules, libraries, source code and similar items relating to
the Company’s business that the Executive shall prepare or receive from the
Company and all Confidential Information shall remain the Company’s sole and
exclusive property (“Company Business Property”).  Upon termination of this Agreement, the
Executive shall promptly return to the Company all property of the Company in
his possession, including Company Business Property.  The Executive further represents that he will
not copy or cause to be copied, print out, or cause to be printed out any
Company Business Property other than as specifically authorized and required in
the performance of the Executive’s duties. 
The Executive additionally represents that, upon termination of his employment
with the Company, he will not retain in his possession any such Company
Business Property; provided, however, that the Executive shall be
entitled to inspect, copy and retain copies of documents in any personnel file
relating to his employment which is maintained by the Company.


 


10.           Cooperation.  The Executive and Company agree that  during 
the term of Executive’s employment they shall, at the request of the
other Party, render all assistance and perform all lawful acts that each Party
considers necessary or advisable in connection with any 


 


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litigation involving either Party or any director, officer, Executive,
shareholder, agent, representative, consultant, client, or vendor of the
Company.  Executive shall be entitled to
all protections afforded officers, agents and directors under the Company’s
Certificate of Incorporation and Bylaws. 
The Company shall maintain a Directors and Officers Liability Insurance
Policy.


 


11.           Employment Dispute Settlement
Procedure/Waiver of Rights. The Executive and the Company each agree that,
in the event either party (or its representatives, successors or assigns)
brings an action in a court of competent jurisdiction relating to the Executive’s
recruitment, employment with, or termination of employment from the Company,
each party in such action agrees to waive his, her or its right to a trial by
jury, and further agrees that no demand, request or motion will be made for
trial by jury.


 


The parties hereto
further agree that, in the event that either seeks relief in a court of
competent jurisdiction for a dispute covered by this Agreement, any other
Agreement between the Executive and the Company or which relates to the
Executive’s recruitment, employment with, or termination of employment from the
Company, the defendant or third-party defendant in such action may, at any time
within sixty (60) days of the service of the complaint, third-party complaint
or cross-claim upon such party, at his, her or its option, require all or part
of the dispute to be arbitrated by one arbitrator in accordance with the rules of
the American Arbitration Association. The parties agree that the option to
arbitrate any dispute is governed by the Federal Arbitration Act.  The parties understand and agree that, if the
other party exercises his, her or its option, any dispute arbitrated will be
heard solely by the arbitrator, and not by a court.  Judgment upon the award rendered, however,
may be entered in any court of competent jurisdiction.  The cost of such arbitration shall be borne
equally by the parties.


 


This dispute
resolution agreement will cover all matters directly or indirectly related to
the Executive’s recruitment, employment or termination of employment by the
Company; including, but not limited to, claims involving laws against
discrimination whether brought under federal and/or state law and/or local law,
and/or claims involving co-Executives but excluding Worker’s Compensation
Claims.  Nothing contained in this Section 11
shall limit the right of the Company to enforce by court injunction or other
equitable relief the Executive’s obligations under Sections 5, 7, 8 and 9
hereof.


 


The right to a trial, and
to a trial by jury, is of value.


 


THE EXECUTIVE MAY WISH
TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.  IF SO, THE EXECUTIVE SHOULD TAKE A COPY OF
THIS AGREEMENT WITH HIM.  HOWEVER, THE
EXECUTIVE WILL NOT BE OFFERED EMPLOYMENT UNTIL THIS AGREEMENT IS SIGNED AND
RETURNED TO EMPLOYER.


 


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12.           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 Boson, Massachusetts in connection with any suit,
action, or other proceeding concerning this Agreement or enforcement of
Sections 5, 7, 8 and 9 hereof.  The
Executive waives and agrees not to assert any defense that the court lacks
jurisdiction, venue is improper, inconvenient forum or otherwise.  The Executive waives the right to a jury
trial and agrees to accept service of process by certified mail at the
Executive’s last known address.


 


13.           Successors and Assigns.  Neither this Agreement, nor any of the
Executive’s rights, powers, duties or obligations hereunder, may be assigned by
the Executive.  This Agreement shall be
binding upon and inure to the benefit of the Executive and his heirs and legal
representatives and the Company and its successors.  Successors of the Company shall include,
without limitation, any company or companies, individuals, groups, associations,
partnerships, firm, venture or other entity or party acquiring, directly or
indirectly, all or substantially all of the assets of the Company, whether by
merger, consolidation, purchase, lease or otherwise.  Any such successor referred to in this paragraph
shall thereafter be deemed “the Company” for the purpose hereof.  All covenants and restrictions upon the
Executive hereunder, including, but not limited to Sections 5, 7, 8 and 9
hereof, are specifically assignable by the Company.


 


14.           Waiver. Any waiver or consent
from the Company with respect to any term or provision of this Agreement or any
other aspect of the Executive’s conduct or employment shall be effective only
in the specific instance and for the specific purpose for which given and shall
not be deemed, regardless of frequency given, to be a further or continuing
waiver or consent.  The failure or delay
of the Company at any time or times to require performance of, or to exercise
any of its powers, rights or remedies with respect to any term or provision of
this Agreement or any other aspect of the Executive’s conduct or employment in
no manner (except as otherwise expressly provided herein) shall affect the
Company’s right at a later time to enforce any such term or provision.


 


15.           Notices.  All notices, requests, demands, and other
communications hereunder must be in writing and shall be deemed to have been
duly given if delivered by hand or mailed within the continental United States
by first class, registered mail, return receipt requested, postage and registry
fees prepaid, to the applicable party and addressed as follows:


 


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  (a)

  	
  If to the Company:

  
	
   

  	
   

  
	
   

  	
  BIO-key International, Inc.

  
	
   

  	
  3349 Highway 138 Building D Suite B

  
	
   

  	
  Wall, NJ 07719

  
	
   

  	
  Attn: Chairman, Board of Directors

  
	
   

  	
   

  
	
  (b)

  	
  If to the Executive:

  
	
   

  	
   

  
	
   

  	
  Michael W. DePasquale

  
	
   

  	
  704 Michael Drive

  
	
   

  	
  Toms River, NJ 08753

  



 


16.           Construction of Agreement.


 


(a)           Severability.  In the event that any one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


(b)           Headings.  The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience of reference only and
shall not constitute a part of this Agreement.


 


17.           Entire Agreement and Amendments.  This Agreement, including all Exhibits which
shall form parts hereof, contains the entire agreement of the parties
concerning the Executive’s employment and all promises, representations,
understandings, arrangements and prior agreements on such subject are merged
herein and superseded hereby.  The
provisions of this Agreement may not be amended, modified, repealed, waived,
extended or discharged except by an agreement in writing signed by the party
against whom enforcement of any amendment, modification, repeal, waiver,
extension or discharge is sought.  No
person acting other than pursuant to a resolution of the Board of Directors
shall have authority on behalf of the Company to agree to amend, modify,
repeal, waive, extend or discharge any provision of this Agreement or anything
in reference thereto or to exercise any of the Company’s rights to terminate or
to fail to extend this Agreement.


 


18.           Survival.  The Executive’s obligations under
Paragraphs 5, 7, 8 and 9 shall survive and continue pursuant to the terms and
conditions of this Agreement following specific termination.


 


19.           Understanding. The Executive
represents and agrees that he fully understands his rights to discuss all
aspects of this Agreement with his private attorney, that to the extent he
desires, he availed himself of this right, that he has carefully read and fully
understands all of the provisions of this Agreement, that he is competent to
execute this Agreement, that his decision to execute this Agreement has not
been obtained by any duress and that he freely and voluntarily 


 


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enters into this Agreement, and that he has read this document in its
entirety and fully understands the meaning, intent, and consequences of this
Agreement.


 


20.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.


 


21.           Injunctive  Relief.
The Executive hereby agrees and acknowledges that in the event of a breach or
threatened breach of this Agreement by the Executive, the Company may suffer
irreparable harm and monetary damages alone would not adequately compensate the
Company.  Accordingly, the Company will
therefore be entitled to injunctive relief to enforce this Agreement.


 


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BLANK]


 


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IN
WITNESS WHEREOF,
the Company has caused this Agreement to be executed and attested by its duly
authorized officers, and the Executive has set his hand, all as of the day and
year first above written.


 


 


	
   

  	
  BIO-KEY INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Thomas J.
  Colatosti

  
	
   

  	
   

  	
  Title:   Chairman of the Board of Directors

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Michael W.
  DePasquale

  



 


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