Exhibit 10.1


 





		info@neonode.com


www.neonode.com

www.linkedin.com/company/neonode




	








  


 








employment
agreement


 


This
employment agreement (the “Employment Agreement”) is entered into on this day between (1) Neonode Inc., a Delaware
Corporation, (“Neonode”); and (2) Lars Lindqvist, Hågavägen 15, 168 54 Bromma, (the “Employee”). 


 






	1	employment,
    Term and position
	 	 
	1.1     	The Employee
    is hereby employed as Chief Financial Officer (“CFO”) at Neonode.


 


	1.2       	The employment
    shall commence on 2014-08-15 (“Commencement Date”). The employment shall last until further notice.


 


	1.3      	As from the
    Commencement Date, the Employee’s employment is governed by the terms and conditions of this Employment Agreement between
    the parties. This Employment Agreement overrules and supersedes all previous agreements between the parties.


 


	1.4      	The Employee’s
    place of work is at Neonode’s office in Stockholm. In order to safeguard Neonode’s interests in the best way,
    the Employee is obliged, from time to time, to travel within as well as outside Sweden. No further reimbursement is paid for
    the performance of the duties in addition to what is set out in this Employment Agreement.



 


	2	duties
    and responsibilities
	 	 
	2.1       	The Employee’s
    main duties as CFO include, but are not limited to, the following duties:
	 	 
	 	Strategy



 





	 	●	Assist the
    Chief Executive Officer (“CEO”) in assessing organizational performance against the annual budget, forecast
    and company’s long-term strategy.


 


	 	●	Work with
    the CEO on the strategic agenda including fostering and cultivating internal and external stakeholders and the Board.


 


	 	●	Develop tools
    and systems to provide critical financial and operational information to the CEO and make actionable recommendations on both
    strategy and operations.


 


	 	●	Assist in
    establishing yearly objectives and meeting agendas, and selecting and engaging outside consultants (auditors, legal and investment
    advisors).


 






    	 



    	 



    

  


	 	●	Oversee long-term
    budgetary planning and costs management in alignment with company strategic plan including potential acquisitions and collaborations
    with external partners.
	 	 	 
	 	Executive
    Management


 





	 	●	Serve
    as a member of the executive management team with active participation to guide and support the team.
	 	 	 
	 	●	Participate
    in key decisions pertaining to strategic initiatives, operating models and operational execution.
	 	 	 
	 	●	Participate
    in corporate policy review and deployment as a member of the executive management team.








 


	 	Financial
    Planning, Follow up and Analysis
	 	 	 
	 	●	Prepare
    and maintain relevant and regular internal financial planning and follow up reports; Quarterly profit & loss and cash
    flow budget/forecast on 12 months rolling basis and monthly actuals by business unit (consumer and systems), functional area
    and project vs. budget and forecast.
	 	 	 
	 	●	Prepare
    analysis of financial performance with recommendations of corrective actions. Perform review and analysis of various business
    or operational initiatives (e.g., opening new operations, asset acquisition, new service launches).
	 	 	 
	 	Cash
    Management and Financing


  


	 	●	Oversee
    cash flow planning and ensure availability of funds as needed.
	 	 	 
	 	●	Oversee
    all investment, purchasing, payroll and asset management activities.
	 	 	 
	 	●	Oversee
    financing strategies and activities, as well as banking relationships.
	 	 	 
	 	Corporate
    Finance and Investor Relations


  


	 	●	Represent
    company in contacts with investment bankers, potential investors, shareholders and financial institutions.
	 	 	 
	 	●	Manage
    the investor relations work with the VP of Corporate Finance and Investor relations. 
	 	 	 
	 	Accounting
    and Administration


  


	 	●	Oversee
    the accounting departments, processes, tools and reporting world wide to ensure proper maintenance and legal and regulatory
    compliance.
	 	 	 
	 	●	Develop
    and ensure maintenance of appropriate internal controls and financial procedures to ensure audit and Sarbanes-Oxley Act compliance.



 






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	 	●	Ensure
    timely and accurate US GAAP reporting as required by Securities and Exchange Commission rules and regulations.


 


	 	●	Coordinate
    audits and proper filing of tax returns worldwide.
	 	 	 
	 	●	Oversee
    preparation of month-end, quarter-end and year-end financial statements.
	 	 	 
	 	●	Review
    all month-end closing activities including general ledger maintenance, balance sheet reconciliations and corporate/overhead
    cost allocation.
	 	 	 
	 	●	Serve
    as final point of escalation for Accounts Receivable/Accounts Payable issues.
	 	 	 
	 	Team
    Management


  








	 	●	Mentor
    and develop the company’s internal and external finance team and investor relations function, managing work allocation,
    training, problem resolution, performance evaluation, and the building of an effective team dynamic.
	 	 	 
	 	Insurance/Real
    Estate/Legal Affairs





 


	 	●	Manage
    the company’s insurance program.
	 	 	 
	 	●	Manage
    the company’s real estate affairs consisting of leases and sub-leases with various landlords.
	 	 	 
	 	●	Manage
    the company’s legal affairs in cooperation with the company’s legal advisors.
	 	 	 
	 	●	Work
    with the organization to ensure compliance with contractual and legal requirements.



 




		2.2	The
                                         Employee shall during the employment diligently and faithfully perform such duties and
                                         responsibilities and exercise such powers as may from time to time be assigned to the
                                         Employee. The Employee is obligated to perform the Employee’s obligations in accordance
                                         with the instructions, from time to time, issued by the CEO of Neonode.










	3	Loyalty
    







 


This
Employment Agreement is based on the mutual loyalty and trust between the parties. The Employee shall in all situations safeguard
and promote Neonode’s and its affiliated companies’ interests as well as devote the entire Employee’s working
hours to Neonode. Without the prior written approval of the management, the Employee may not engage, either directly or indirectly,
in any other professional or commercial business, regardless of whether said business activity competes with Neonode’s business
or not. The foregoing shall not, however, prevent the Employee from owning or investing in financial instruments listed on a Swedish
or foreign stock exchange.


 



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For
the purpose of this Employment Agreement, a company is considered to be an “affiliated company” if it is a
legal entity that either directly or indirectly controls, or is controlled by, Neonode.


 





	4	REmuneration
    and other benefits 




  


		4.1	The
                                         Employee is entitled to a yearly salary of 1,500,000 SEK, which shall be payable in a
                                         gross monthly salary amounting to 125,000 SEK per month. The salary is paid in accordance
                                         with Neonode’s prevalent payment routines. The gross monthly salary will be reviewed
                                         in February 2015 and will thereafter be reviewed on an annual basis. Neonode is under
                                         no obligation to award an increased salary following a salary review. There shall be
                                         no review of the salary after notice has been given by either party to terminate the
                                         employment.



 


		4.2	The
                                         parties acknowledge that the CFO may require overtime work in relation to which no additional
                                         compensation will be paid. Overtime work has been taken into consideration, inter
                                         alia, when determining the salary level and other benefits according to this Employment
                                         Agreement. However, during the period of transition of the duties to Employee, which
                                         is anticipated to involve considerably more work hours and duties, Neonode authorizes
                                         an additional one-time payment of 250,000 SEK to employee.  This payment shall be
                                         paid within 30 days of the Commencement Date. 



 


		4.3	In
                                         connection with Employee’s fees and costs associated with his relocation to Stockholm,
                                         Sweden, Employee shall be entitled to a one-time relocation fee payment of 200,000
                                         SEK.  This payment shall be paid within 30 days of the Commencement Date.



 


		4.4	In
                                         addition to the payments set out in Clauses 4.1 through 4.3 above, the Employee is entitled
                                         to receive a yearly bonus during 2014 of up to 300,000 SEK at the discretion of the CEO and a yearly bonus in each
                                         subsequent year of up to 50% of his total yearly salary for his performance as CFO and
                                         the financial performance of Neonode. In addition, the Employee may be entitled to participate
                                         in Neonode’s from time to time applicable bonus policy.



 


		4.5	The
                                         Employee is entitled to preventive health care allowance (Sw. friskvårdsbidrag)
                                         in accordance with Neonode’s from time to time applicable health care allowance
                                         policy. Such allowance may, however, not exceed SEK 2,000 per annum.



 


		4.6	Except
                                         as to what is stipulated in this Employment Agreement, Employee is not entitled to any
                                         additional remuneration for Employee’s duties or appointment as CFO.



 





	5	Pension
    and Insurance 











		5.1	The
                                         Employee is entitled to pension and insurance benefits in accordance with Neonode ́s
                                         policy as applicable from time to time.



 



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		5.2	In
                                         addition to Clause 5.1 above, Neonode undertakes to supply occupational group life insurance
                                         (Sw. Tjänstegrupplivförsäkring), industrial (occupational)
                                         injury insurance (Sw. Trygghetsförsäkring vid arbetsskada) and work
                                         travel insurance.



 


	6	holiday







 


The
Employee is entitled to thirty (30) days of paid holiday per annum. Holiday shall be taken after agreement with the Neonode ́s
management and in accordance with Neonode’s policies applicable from time to time. The calculation of holiday pay is made
in accordance with the provisions under the Swedish Annual Leave Act (Sw. Semesterlagen (1977:480)). The Employee is entitled
to holiday in advance (Sw. förskottssemster). Neonode is entitled to offset holiday pay made in advance against salary
and accrued holiday pay at the termination of employment in accordance with the Swedish Annual Leave Act.


 





	7	sick
    pay




  









In
the event of sickness, the Employee shall be entitled to sick pay in accordance with Swedish statutory requirements.


 


	8	Expenses








 


The
Employee shall, upon submission of appropriate receipts, receive reimbursement for reasonable and pre-approved out-of-pocket business
expenses properly incurred by the Employee in connection with the Employee’s duties. Neonode will also reimburse the Employee
for any reasonable business travel expenses which the Employee incurs in connection with the Employee’s duties, subject
to and in accordance with the from time to time applicable business travel policy (or equivalent), or, where applicable, in accordance
with a specific agreement to be agreed upon by Neonode and the Employee. Reimbursement is subject to the Employee providing Neonode
with appropriate receipts and/or invoices.


 




	9	Personal
    Data and IT Security









 


		9.1	The
                                         Employee confirms that Neonode has informed the Employee of the principles governing
                                         Neonode’s processing employees' personal data in accordance with the Personal Data
                                         Act (1998:204) and that the Employee has given consent thereto.



 


		9.2	The
                                         Employee undertakes to comply with Neonode’s, and its affiliated companies’,
                                         from time to time applicable policies regarding the use of Neonode’s (and its affiliated
                                         companies’) computers, e-mail system, Internet services and software programs.
                                         The Employee is aware that Neonode has full access to all files, e-mail correspondence
                                         and document handling systems as well as full access to all Internet usage which is stored
                                         in the Neonode’s IT system.



 


	10	Intellectual
    Property RIghts








 


		10.1	Without
                                         any additional compensation, Neonode is the sole owner of all rights (and has the exclusive
                                         right of disposition to all rights), including but not limited to all intellectual property
                                         rights, to any results and material made, designed or produced by the Employee within
                                         the frame of the Employee’s employment. Accordingly, Neonode is entitled to modify
                                         and/or further develop any results, material or intellectual property rights as well
                                         as to transfer or license the rights to such results, material or intellectual property
                                         rights to third parties.



 






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		10.2	The
                                         Employee is obliged to and agrees to support and procure that Neonode, at any time during
                                         the employment or after its expiration, can fully profit from the rights relating to
                                         Clause 10.1 above. Accordingly, the Employee is, inter alia, obliged to prepare
                                         any documentation which Neonode, at its sole discretion, deems necessary or desirable
                                         in order to protect, register and/or maintain Neonode’s rights according to Clause
                                         10.1 above, including but not limited, where necessary, to transfer (without the right
                                         to any additional compensation) any such rights to Neonode.






 





	11	Termination




 


		11.1	The
                                         employment may be terminated subject to applicable statutory notice period as set out
                                         in the Swedish Employment Protection Act (Sw. lag (1982:80) om anställningsskydd).
                                         The employee shall however receive 6 months salary for termination without cause. Upon
                                         termination for cause, the employee shall not receive any severance.



 


		11.2	The
                                         Employee acknowledges that the Employee’s obligations according to Clause 12 (Confidentiality)
                                         will continue to remain in force after the expiration of this Employment Agreement, regardless
                                         of the reasons for the expiration.



 


		11.3	Upon
                                         termination of the employment or at any earlier point in time when the Employee leaves
                                         the Employee’s position, the Employee shall return any business material, reports,
                                         documents and other property (e.g. computer programs and software), including copies
                                         thereof (stored electronically or otherwise), which have been entrusted to the Employee
                                         or which have come into the Employee’s possession in connection with the employment.
                                         Such material is always Neonode’s property.



 





	12	Confidentiality




 





		12.1	The
                                         Employee may not make use of, transfer or otherwise disclose to a third party, neither
                                         during the employment nor after its expiration, such information regarding Neonode or
                                         its affiliated companies or regarding Neonode’s or its affiliated companies’
                                         businesses, that Neonode wishes to remain confidential.



 


		12.2	For
                                         the purpose of this Clause 12, “information” is considered to be all
                                         information, including but not limited to information regarding products, materials,
                                         pricing, market and sales strategies, management and Neonode’s (or its affiliated
                                         companies’) customers and clients, regardless of whether the information is of
                                         technical, of commercial or of any other nature, and regardless of whether the information
                                         is documented in writing or otherwise.



 


		12.3	The
                                         prohibition in Clause 12.1 shall not, however, apply where:



 


		(a)	it
                                         is required by this Employment Agreement, by law or mandatory regulations that the information
                                         is disclosed, or



 


		(b)	the
                                         parties have agreed in writing that the information could be disclosed to a third party,
                                         or



 






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		(c)	the
                                         information is publicly known and has come to public knowledge in any way other than
                                         by breach of the confidentiality undertakings in Clause 12.1 or any other breach of this
                                         Employment Agreement.



 


		12.4	The
                                         parties agree that Section 7, paragraph 1 of the Act on Protection of Trade Secrets (1990:409)
                                         (Sw. lagen om skydd för företagshemligheter) shall apply also
                                         after the expiration of the employment regardless of whether any particular reasons (Sw.
                                         synnerliga skäl) apply or not. The limitations stipulated in Section 7 paragraph
                                         2 of the Act on the Protection of Trade Secrets (1990:409) shall thus not apply to the
                                         Employee in relation to Neonode’s (or its affiliated companies’) trade secrets.



 





	13	Post-termination
    restrictions







 


		13.1	In
                                         order to protect the confidential information of Neonode or of any affiliated company
                                         referred to above under Clause 12 to which the Employee has access as a result of the
                                         employment, the Employee covenants that the Employee shall neither directly or indirectly,
                                         without the prior written consent from the CEO, for a period of twelve months following
                                         the expiration of the employment:



 


		(a)	actively
                                         solicit the services of or entice away from Neonode or from any of its affiliated companies
                                         or engage, whether on his own behalf or on behalf of others, any person who is or was
                                         an executive director or a senior manager of Neonode or of any of its affiliated companies
                                         at any time during the twelve month period immediately preceding the date on which the
                                         Employee’s employment with Neonode terminated; nor



 


		(b)	actively
                                         solicit the customer of or entice away from Neonode or from any of its affiliated companies
                                         the customer or business of any person who is or was a customer of Neonode or of any
                                         of its affiliated companies at any time during the twelve month period immediately preceding
                                         the date on which the Employee’s employment with Neonode terminated and with whom
                                         the Employee or one of his subordinates dealt with during the said twelve month period.



 


		13.2	In
                                         the event of termination of the employment, the Employee undertakes not to copy or use
                                         information regarding Neonode’s operations or otherwise utilise Neonode’s
                                         contacts and materials.



 


	14	APPLICABLE
    LAW AND DISPUTE RESOLUTIOn



 









		14.1	This
                                         Employment Agreement shall be governed by the substantive laws of Sweden.



 






	15	AMENDMENTS
    AND MODIFICATIONS



 






This
Employment Agreement may not be amended nor modified unless agreed upon in writing and signed by the parties.





 





 










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This Employment
Agreement has been executed in duplicate and the parties have received one copy each.


 





	Date:	 	Date:
	 	 	 
	NEONODE INC.	 	LARS LINDQVIST
	 	 	 
	 	 	 
	Thomas Eriksson, CEO	 	Lars Lindqvist







 


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