exv10w1






Exhibit 10.1




EXECUTION VERSION




LIGHTING SCIENCE GROUP CORPORATION

505 Park Avenue, 21st Floor

New York, New York 10022




October 4, 2007




VIA ELECTRONIC MAIL AND FEDERAL EXPRESS




Mr. Zach Gibler

3744 Philips Road

Grandville, Ohio 43023





	 	 	RE:  Offer of Employment





Dear Zach,




     I am pleased to offer you full-time employment as Vice President of Business Development of
Lighting Science Group Corporation (“LSG”) under the following terms of this offer of
employment (this “Agreement”):



	 	 	 
	POSITION 

AND DUTIES:

	 	You will report to LSG’s Chief Executive Officer and will have
such duties and responsibilities as are customarily exercised
by a person holding the position of Vice President of Business
Development.
	 
	 	 
	 

	 	During your employment with LSG and except as otherwise agreed by
LSG’s Board of Directors (the “Board”), you will devote your
full employable time, attention and best efforts to the business
affairs of LSG (except during vacations or illness) and will not
actively engage in outside business activities, whether or not such
activity is pursued for gain, profit or other pecuniary advantage
unless such activity (and the amount thereof) is approved by the
Board. Notwithstanding the foregoing, you will be entitled to
perform services as an Operating Advisor to Pegasus Partners IV L.P.
and you will be entitled to devote a reasonable amount of time to
civic and community affairs and the management of your personal
investments.
	 
	 	 
	EMPLOYMENT 

TERM:

	 	Subject to earlier termination in accordance with the
terms of this Agreement, your employment with LSG under
this Agreement (the “Term”) will commence on the date of
the consummation of the transactions contemplated by the
Exchange and Contribution Agreement by and among LED
Holdings, LLC and LSG dated as of the date hereof (the
“Effective Date”) and will end on the fifth anniversary of
the Effective Date.






 









 






	 	 	 
	 
	 	 
	BASE SALARY:

	 	During the Term, your base salary (the “Base Salary”) will
be $200,000 per year, payable in regular installments in
accordance with LSG’s usual payroll practices.
	 
	 	 
	BONUS:

	 	During the Term, you will be eligible to participate in
all executive bonus plan(s) in which senior executives of
LSG participate as the Board, in its sole discretion, may
from time to time establish, at a level commensurate to
your position with LSG.
	 
	 	 
	EQUITY-BASED 

COMPENSATION:

	 	You will be eligible to receive awards under LSG’s 2005
Equity-Based Compensation Plan.
	 
	 	 
	BENEFITS:

	 	During the Term, you (and, as applicable, your eligible
dependents) will be eligible to participate in LSG’s
employee benefit plans and perquisite and fringe benefit
programs on a basis no less favorable than such benefits
and perquisites are provided to LSG’s other senior
executives. You will be entitled to twenty (20) days of
paid vacation during each full calendar year beginning
after the Effective Date.
	 
	 	 
	TERMINATION DUE 

TO DEATH OR 

DISABILITY:

	 	You employment under this Agreement will terminate upon
your death or “Disability.” If your employment terminates
due to death or Disability, you or your estate, as
applicable, will be entitled to receive (i) your Base
Salary through the date of termination, and (ii) any
earned but unpaid annual bonus (collectively, the “Accrued
Amounts”). All other benefits, if any, due to you or your
estate, as applicable, will be determined in accordance
with LSG’s plans, policies and practices.
	 
	 	 
	 

	 	“Disability” means your incapacitation or disability by
accident, sickness or otherwise so as to render you mentally or
physically incapable of performing your duties under this Agreement,
for any period of 90 consecutive days or for an aggregate of 120 days
in any period of 365 consecutive days.
	 
	 	 
	TERMINATION FOR
CAUSE; VOLUNTARY
RESIGNATION:

	 	
At any time during the Term (i) LSG may terminate your
employment under this Agreement for “Cause” (as defined
below) by written notice specifying the grounds for
Cause, and (ii) you may terminate your employment under
this Agreement voluntarily (that is, other than due to
death or Disability or for “Good Reason”






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	 	(as defined below)). If LSG terminates your employment for Cause,
you will be entitled to receive your Base Salary through the date of
termination. If you terminate your employment voluntarily, you will
be entitled to the Accrued Amounts.
	 
	 	 
	 

	 	“Cause” means your: (a) willful breach of your obligations
under this Agreement, which breach you fail to cure, if curable,
within thirty (30) days after receipt of a written notice of such
breach; (b) gross negligence in the performance or intentional
non-performance of your material duties to LSG or any of its
affiliates; (c) commission of a felony or a crime of moral turpitude;
(d) commission of a material act of deceit, fraud, perjury or
embezzlement that involves or directly or indirectly causes harm to
LSG or any of its affiliates; or (e) repeatedly (i.e., on more than
one occasion) being under the influence of drugs or alcohol (other
than over-the-counter or prescription medicine or other
medically-related drugs to the extent they are taken in accordance
with their directions or under the supervision of a physician) during
the performance of your duties to LSG or any of its affiliates, or,
while under the influence of such drugs or alcohol, engaging in
grossly inappropriate conduct during the performance of your duties
to LSG or any of its affiliates.
	 
	 	 
	 

	 	“Good Reason” means the occurrence, without your prior
written consent, of any of the following events: (a) any material
breach by LSG of its obligations under this Agreement; (b) a
reduction in your Base Salary (other than a reduction made in
connection with an across-the-board proportionate reduction in the
base salaries of all officers of LSG that is not more than 10%); (c)
a material reduction by LSG in the kind or level of employee benefits
to which your are entitled immediately prior to such reduction that
is not generally applicable to all executive level employees of LSG;
or (d) a material reduction by LSG of your duties and
responsibilities, including a material change in job title;
provided, that any such event described in (a) through (d)
above will not constitute Good Reason unless you deliver to LSG a
written notice of termination for Good Reason within ninety (90) days
after you first learn of the existence of the circumstances giving
rise to Good Reason, and within thirty (30) days following the
delivery of such notice LSG has failed to cure the circumstances
giving rise to Good Reason.
	 
	 	 
	TERMINATION
	 	 
	WITHOUT CAUSE;
	 	 






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	RESIGNATION FOR 

GOOD REASON:

	 	If LSG terminates your employment under this Agreement without Cause or you resign
prior to the end of the Term for Good Reason, LSG will pay you, as severance pay but
conditional upon your first executing (and not revoking) a valid waiver and release of
all claims that you may have against LSG and its affiliates, an amount equal to your
Base Salary for a period of six (6) months following your termination, which will be
payable in substantially equal installments in accordance with LSG’s payroll
practices.
	 
	 	 
	CONFIDENTIALITY:

	 	You acknowledge that LSG and its affiliates have a legitimate and continuing
proprietary interest in the protection of its “Confidential Information” (as defined
below) and that it has invested substantial sums and will continue to invest
substantial sums to develop, maintain and protect such Confidential Information.
During your employment and at all times thereafter, you will not, except with LSG’s
written consent or in connection with carrying out your duties or responsibilities,
furnish or make accessible to anyone or use for your own benefit any trade secrets,
confidential or proprietary information of LSG and its affiliates, including business
plans, marketing plans, strategies, systems, programs, methods, employee lists,
computer programs, insurance profiles and client lists (hereafter referred to as
“Confidential Information”); provided, that such Confidential Information shall not
include information which at the time of disclosure or use, was generally available to
the public other than by a breach of this Agreement or was available to the party to
whom disclosed on a non-confidential basis by disclosure or access provided by LSG or
a third party without breaching any obligations of LSG, you or such third party or was
otherwise developed or obtained legally and independently by the person to whom
disclosed without a breach of this Agreement. Notwithstanding the foregoing, you may
disclose Confidential Information when required to do so by a court of competent
jurisdiction, by any governmental agency having supervisory authority over the
business of the LSG and its affiliates or by any administrative body or legislative
body (including a committee thereof) with jurisdiction to order you to divulge,
disclose or make accessible such information; provided, that in the event that you are
ordered by a court or other government agency to disclose any Confidential
Information, you will (i) promptly notify LSG of such order, (ii) at LSG’s written
request, diligently contest such order at the sole expense of LSG as expenses occur,
and (iii) at LSG’s written request, seek to obtain, at the sole expense of LSG, such
confidential treatment as may be






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	 	available under applicable laws for any information disclosed under such order.
	 
	 	 
	DEVELOPMENTS:

	 	“Developments” mean all discoveries, inventions, ideas, technology, formulas, designs,
software, programs, algorithms, products, systems, applications, processes,
procedures, methods and improvements and enhancements, whether or not subject to
patent, copyright or other protection and whether or not reduced to tangible form
(“Inventions”), which (i) are conceived, developed or otherwise made or created or
produced by you alone or with others during your employment with LSG or (ii) relate in
any way to business activities which are the same as or substantially similar to
business activities carried on by LSG at any time during your employment with LSG or
to the products or services of LSG at any time during your employment with LSG;
provided, that, with respect to clauses (i) and (ii), such Inventions are limited to
Inventions which are based on existing Inventions of LSG as of the Effective Date or
Inventions of LSG during your employment with LSG.
	 
	 	 
	 

	 	You acknowledge and agree that all Developments shall be the sole and
exclusive property of LSG. You agree to, and hereby do, assign to
LSG, without any further consideration, all of your right, title and
interest throughout the world in and to all Developments. You agree
that all such Developments that are copyrightable may constitute
works made for hire under the copyright laws of the United States
and, as such, acknowledge that LSG is the author of such Developments
and owns all of the rights comprised in the copyright of such
Developments and you hereby assign to LSG without any further
consideration all of the rights comprised in the copyright and other
proprietary rights you may have in any such Development to the extent
that it might not be considered a work made for hire. You will make
and maintain adequate and current written records of all Developments
and shall disclose all Developments promptly, fully and in writing to
LSG promptly after development of the same, and at any time upon
request.
	 
	 	 
	 

	 	Notwithstanding the foregoing, Developments are subject to the
provisions of California Labor Code Sections 2870, 2871 and 2872. In
accordance with Section 2870 of the California Labor Code, your
obligation to assign your right, title and interest throughout the
world in and to all Developments does not apply to a Development that
you developed entirely on your own time without using LSG’s
equipment, supplies, facilities or Confidential






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	 	Information except for those Developments that either: (i) relate to
either the business of LSG at the time of conception or reduction to
practice of the Development, or actual or demonstrably anticipated
research or development of LSG; or (ii) result from any work
performed by you for LSG. A copy of California Labor Code Sections
2870, 2871 and 2872 is attached to this Agreement as Exhibit
A. You will disclose all Developments to LSG, even if you do not
believe that you are required under this Agreement, or pursuant to
California Labor Code Section 2870, to assign your interest in such
Developments to LSG. If you and LSG disagree as to whether or not a
Development is included within the terms of this Agreement, it will
be your responsibility to prove that it is not included.






     All other matters concerning your employment which are not specifically described in this
Agreement will be in accordance with LSG’s standard practices and procedures.



     Signing below will signify your acceptance of this offer of employment under the terms of this
Agreement. This Agreement contains the entire agreement and understanding between you and LSG and
supersedes any prior or contemporaneous agreements, understandings, communications, offers,
representations, warranties, or commitments by or on behalf of LSG and its affiliates (either oral
or written). The terms of your employment may, in the future, be amended but only in writing,
signed by you and signed by a duly authorized officer on behalf of LSG.



     In the event a dispute arises, this Agreement, including the validity, interpretation,
construction and performance of this Agreement, shall be governed by and construed in accordance
with the substantive laws of the State of New York. Jurisdiction for resolution of any disputes
shall be solely in New York.



[Signature page follows]




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     If these terms are agreeable to you, please sign and date two copies of this Agreement in the
appropriate space at the bottom and return one copy to my attention at the address above (retaining
the other copy for your files). We hope you accept our offer and look forward to your joining the
LSG team.



	 	 	 	 	 
	 	Sincerely,





LIGHTING SCIENCE GROUP CORPORATION

 	 
	 	By:  	/s/ Ronald E. Lusk
 	 
	 



	 	 	 	 	 
	Acknowledged and Agreed to:

 	 	 
	By:  	/s/ Zach Gibler
 	 	 
	 	 	Zach Gibler
 	 



Date:  October 8, 2007




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Exhibit A


California Labor Code Sections 2870, 2871 and 2872




      SECTION 2870





     (a) Any provision in an employment agreement which provides that an employee shall assign, or
offer to assign, any of his or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time without using the
employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:



          (1) Relate at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or development of the employer;
or




          (2) Result from any work performed by the employee for the employer.




     (b) To the extent a provision in an employment agreement purports to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a),
the provision is against the public policy of this state and is unenforceable.



      SECTION 2871




     No employer shall require a provision made void and unenforceable by Section 2870 as a
condition of employment or continued employment. Nothing in this article shall be construed to
forbid or restrict the right of an employer to provide in contracts of employment for disclosure,
provided that any such disclosures be received in confidence, of all of the employee’s inventions
made solely or jointly with others during the term of his or her employment, a review process by
the employer to determine such issues as may arise, and for full title to certain patents and
inventions to be in the United States, as required by contracts between the employer and the United
States or any of its agencies.



      SECTION 2872




     If an employment agreement entered into after January 1, 1980, contains a provision requiring
the employee to assign or offer to assign any of his or her rights in any invention to his or her
employer, the employer must also, at the time the agreement is made, provide a written notification
to the employee that the agreement does not apply to an invention which qualifies fully under the
provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be
on the employee claiming the benefits of its provisions.




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