**Exhibit10.92**

 

**COMPENSATIONAGREEMENT**

 

ThisCompensation 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’sBoard of Directors.  The Company desiresto retain the services of Colatosti as described herein and Colatosti desiresto provide such services to the Company.

 

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

 

# 1.                                       Term;TimeCommitment.  The term of this Agreement will be for twoyears, commencing effective as of January 1, 2010 (the “Term”), unlessearlier terminated pursuant to Section 6. Colatosti will provide consulting services to the Company and itssubsidiaries and affiliates during the Term at such times as may be agreed bythe Company and Colatosti, in their mutual discretion.

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

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# 3.                                       Compensation.  From and after January 1, 2010, theCompany will pay Colatosti at a rate of $5,000 per month, payable in arrears,during the Term.  Such payments shall bemade on the last business day of each month during the Term with the firstpayment due on January 29, 2010 and the last payment due on December 31,2011.  This cash compensation is intendedto comprise all of the cash compensation to be paid to Colatosti for servicesrendered to the Company, including service on the Company’s Board ofDirectors.  Colatosti shall be reimbursedby the Company for reasonable expenses incurred in performing his dutieshereunder.  Colatosti will not beeligible 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 theextent required by law, the Company may withhold from compensation payable toColatosti all applicable federal, state and local withholding taxes.

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# 4.                                       Confidentiality;Intellectual Property.

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## (a)           Colatostiwill not at any time, directly or indirectly, disclose or divulge, except asrequired in connection with the performance of Colatosti’s duties for theCompany, 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 anysubsidiary or affiliate, including

 

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## information of others that the Company or any subsidiary or affiliatehas agreed to keep confidential; provided, that Confidential Information shallnot include any information that has entered or enters the public domainthrough no fault of Colatosti or which Colatosti is required to disclose bylegal process.  Colatosti shall make nouse whatsoever, directly or indirectly, of any Confidential Information, exceptas required in connection with the performance of Colatosti’s duties for theCompany.

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## (b)           Uponthe Company’s request at any time and for any reason, Colatosti shallimmediately deliver to the Company all materials (including all copies) inColatosti’s possession which contain or relate to Confidential Information.

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## (c)           Allinventions, developments or improvements made by Colatosti, either alone or inconjunction with others, at any time or at any place during the Term, whetheror not reduced to writing or practice during such term, which relate to thebusiness in which the Company or any subsidiary or affiliate is engaged or inwhich the Company or any subsidiary or affiliate intends to engage, shall bethe exclusive property of the Company. Colatosti shall promptly disclose any such invention, development orimprovement to the Company, and, at the request and expense of the Company, shallassign all of Colatosti’s rights to the same to the Company.  Colatosti shall sign all instrumentsnecessary for the filing and prosecution of any applications for or extensionor renewals of letters patent of the United States or any foreign country whichthe Company desires to file. All copyrightable work by Colatosti relating tothe Company’s business or any subsidiary’s business during the Term is intendedto be “work made for hire” as defined in Section 101 of the Copyright Actof 1976, and shall be the property of the Company.  If the copyright to any such copyrightablework is not the property of the Company by operation of law, Colatosti will,without further consideration, assign to the Company all right, title andinterest in such copyrightable work and will assist the Company and itsnominees in every way, at the Company’s expense, to secure, maintain and defendfor the Company’s benefit copyrights and any extensions and renewals thereof onany 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 copyrightedor not.

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# 5.                                       Remedies.  Without limiting the remedies available tothe Company, Colatosti acknowledges that a breach of any of the covenantscontained in Section 4 herein could result in irreparable injury to theCompany for which there might be no adequate remedy at law, and that, in theevent of such a breach or threat thereof, the Company shall be entitled toobtain a temporary restraining order and/or a preliminary injunction and apermanent injunction restraining Colatosti from engaging in any activitiesprohibited by Section 4 herein or such other equitable relief as may berequired to enforce specifically any of the covenants of Section 4.  The foregoing provisions and the provisionsof Section 4 herein shall survive the term of this Agreement and thetermination of Colatosti’s services with the Company, and shall continuethereafter in full force and effect in accordance with their terms.

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# 6.                                       Termination.  Colatosti’s engagement by the Companyhereunder 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 theCompany.  Notwithstanding anythingcontained herein, (a) if Colatosti’s services hereunder are terminated bythe Company for any reason, the Company

 

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

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# 7.             Enforceability,etc.  This Agreement shall beinterpreted so as to be effective under applicable law, but if any portionhereof is prohibited or invalid, such portion shall be ineffective only to theextent of such prohibition or invalidity, without invalidating the remainder ofthis Agreement.

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

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

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11.           Choice of Law and Jurisdiction.This Agreement shall be construed, interpreted and the rights of the partiesdetermined in accordance with the laws of the Commonwealth ofMassachusetts.  Each of the partieshereto hereby irrevocably consents and submits to the exclusive jurisdiction ofthe state courts of the Commonwealth of Massachusetts, and of the United StatesDistrict 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 anindependent contractor, and nothing herein or in the relationship of theparties shall alter or affect such status.

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# 13.           Entire Agreement.  This Agreement constitutes the final andentire agreement of the parties with respect to the matters covered hereby, andreplaces and supersedes all other agreements and understandings relatingthereto.

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# 14.           Counterparts.  This Agreement may be executed in multiplecounterparts, and counterparts by facsimile, each of which shall be deemed anoriginal, but all of which when taken together shall constitute one and thesame instrument.

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# 15.           NoConflicts.  Colatosti represents tothe Company that Colatosti is not a party to or bound by any agreement orcommitment that conflicts with the obligations of Colatosti under thisAgreement.

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# [Signature page follows]

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# 3

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ThisAgreement has been executed and delivered as a sealed instrument as of the datefirst 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 |

 

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