Exhibit 10.21


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into on February 23, 2016 (“Effective Date”)
by and between Atomera Incorporated., a Delaware corporation (“Company”), and Frank Laurencio (“Executive”).


 


RECITAL


 


Company is desirous of
employing Executive in an executive capacity on the terms and conditions and for the consideration, hereinafter set forth, and
Executive is desirous of being employed by Company on such terms and conditions and for such consideration.


 


AGREEMENT


 


It is agreed as follows:


 


ARTICLE
I



DEFINITIONS AND INTERPRETATIONS


 


1.1           Definitions.


 


(a)          “Annual
Base Salary” shall mean Executive’s annual base salary as of the date of his Involuntary Termination, determined
pursuant to Section 4.1.


 


(b)          “Board”
shall mean the board of directors of Company.


 


(c)          “Cause”
shall mean Executive (i) has engaged in gross negligence, gross incompetence, or willful misconduct in the performance of his duties
at the Company, (ii) has refused, without proper reason, to perform his duties, (iii) has materially breached any provision
of this Agreement or of that certain Employee Confidentiality and Assignment Agreement dated February 10, 2016 between the Company
and Executive, (iv) has willfully and materially breached a significant corporate policy or code of conduct established by Company,
(v) has willfully engaged in conduct that is materially injurious to Company or its subsidiaries (monetarily or otherwise), (vi)
has committed an act of fraud, embezzlement, or breach of a fiduciary duty to Company or an affiliate of Company (including the
unauthorized disclosure of material confidential or proprietary information of the Company or an affiliate or intentional misrepresentation
in any employment application, background check, or willfully making false representations in any capacity), (vii) has been convicted
of (or pleaded no contest to) a criminal act involving fraud, dishonesty, or moral turpitude or any felony, or (viii) has been
convicted for any violation of U.S. or foreign securities laws or has entered into a cease and desist order with the Securities
and Exchange Commission alleging violation of U.S. or foreign securities laws.


 


(d)          “Change
of Control” shall mean


 


(i)          the
Company is merged, consolidated, or reorganized into or with another corporation or other legal person (an “Acquirer”)
and as a result of such merger, consolidation, or reorganization, less than fifty-one percent (51%) of the outstanding voting securities
or other capital interests of the surviving, resulting, or acquiring corporation or other legal person are owned in the aggregate
by the stockholders of the Company, directly or indirectly, immediately prior to such merger, consolidation or reorganization,
other than by the Acquirer or any corporation or other legal person controlling, controlled by or under common control with the
Acquirer; or


 




     


     


    

 


(ii)         the
Company sells all or substantially all of its business and/or assets to an Acquirer, of which less than fifty-one percent (51%)
of the outstanding voting securities or other capital interests are owned in the aggregate by the stockholders of the Company,
directly or indirectly, immediately prior to such sale, other than by any corporation or other legal person controlling, controlled
by or under common control with the Acquirer.


 


(e)          
“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(f)          “Compensation
Committee” shall mean the Compensation Committee of the Board.


 


(g)          “Disability”
shall mean that, as a result of Executive’s documented incapacity due to physical or mental illness, Executive shall have
been absent from the full-time performance of his duties for six consecutive months and shall not have returned to full-time performance
of his duties within 30 days after written notice of termination is given to Executive by Company (provided, however, that such
notice may not be given prior to 30 days before the expiration of such six-month period).


 


(h)          “Good
Reason” shall mean the occurrence of any one or more of the following:


 


(i)          a
diminution in Executive’s Annual Base Salary not in accordance with Section 4.1;


 


(ii)         a
material diminution in Executive’s authority, duties, or responsibilities from those applicable to him as of the Effective
Date;


 


(iii)        a
material change in the geographic location at which Executive must perform services, which for purposes of this Agreement includes
only Company requiring Executive to involuntarily relocate to a geographic location other than the San Jose, California metropolitan
area or San Francisco Bay Area; or


 


(iv)        a
material breach by Company of any provision of this Agreement (including, without limitation, the requirements of Sections 2.2,
4.2, 4.3, 4.4 or 4.5 of this Agreement).


 




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Notwithstanding the foregoing provisions
of this Section 1.1(h) or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of
employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (1) any condition
described in clauses (i) through (iv) of this Section 1.1(h) giving rise to Executive’s termination of employment must have
arisen without Executive’s consent; (2) Executive must provide written notice to Company of such condition in accordance
with Section 7.1 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain
uncorrected for a period of 30 days following receipt of such notice by Company; and (4) the date of Executive’s termination
of employment must occur within one year following the initial existence of the condition specified in such notice.


 


(i)          “Incentive
Plan” shall mean the Atomera Incorporated 2007 Stock Incentive Plan.


 


(j)          “Involuntary
Termination” shall mean any termination of Executive’s employment with Company which results from either:


 


(i)          A
termination by the Company without Cause; or


 


(ii)         a
resignation by Executive for Good Reason;


 


provided however, the term “Involuntary
Termination” shall not include a termination for Cause or any termination as a result of death or Disability.


 


(k)          “Payment
Date” shall mean the later of (i) the date that is 30 days after Executive’s termination of employment with Company
or (ii) the date upon which the Release described in Section 5.4 becomes irrevocable by Executive.


 


1.2           Interpretations.
In this Agreement, unless a clear contrary intention appears, (a) the words “herein,” “hereof,” “hereunder,”
and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision,
(b) reference to any Article or Section means such Article or Section hereof, (c) the word “including” (and with correlative
meaning, “include”) means including, without limiting the generality of any description preceding such term, and (d)
where any provision of this Agreement refers to action to be taken by either party, or which such party is prohibited from taking,
such provision shall be applicable whether such action is taken directly or indirectly by such party.


 


ARTICLE
II



EMPLOYMENT AND DUTIES


 


2.1           Employment.
Effective as of the Effective Date and continuing for the period of time set forth in Section 3.1 of this Agreement, Executive’s
employment by Company shall be subject to the terms and conditions of this Agreement.


 


2.2           Positions.
From and after the Effective Date, Company shall employ Executive in the position of chief financial officer and treasurer of the
Company or in such other position or positions as the parties mutually may agree.


 




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2.3           Duties
and Services. Executive agrees to serve in the position referred to in Section 2.2 and to perform diligently and to the best
of his abilities the duties and services appertaining to such office, as well as such additional duties and services appropriate
to such offices which the parties mutually may agree upon from time to time. Executive in his capacity as chief financial officer
and treasurer of the Company shall have such authorities, duties and obligations as are assigned to him from time to time by the
Chief Executive Officer of the Company and otherwise customarily assigned to the chief financial officer and treasurer of a technology
business. Executive shall report to the Chief Executive Officer of the Company. Executive also agrees to serve, if elected, as
an officer or director of any wholly-owned subsidiary or affiliate of Company so long as such service is commensurate with Executive’s
duties and responsibilities to Company. Executive’s employment shall also be subject to the policies maintained and established
by Company that are of general applicability to Company’s executive employees, as such policies may be amended from time
to time.


 


2.4           Other
Interests. Executive agrees, during the period of his employment by Company, to devote substantially all of his business time,
energy, and best efforts to the business and affairs of Company and its affiliates and not to engage, directly or indirectly, in
any other business or businesses, whether or not similar to that of Company, except as herein permitted or with the prior written
consent of the Board. The foregoing notwithstanding, the parties recognize and agree that Executive may engage in passive personal
investment and charitable activities and serve on corporate boards of directors that, in any case, do not conflict with the business
and affairs of Company or interfere with Executive’s performance of his duties hereunder, which shall be at the sole determination
of the Board.


 


2.5           Duty
of Loyalty. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty to act at all times in the best
interests of Company. In keeping with such duty, Executive shall make full disclosure to Company of all business opportunities
pertaining to Company’s business and shall not appropriate for Executive’s own benefit, or appropriate for the benefit
of any third party, business opportunities concerning Company’s business.


 


2.6           Place
of Employment. Executive’s primary place of employment hereunder shall be at Company’s executive offices in or
within 50 miles of San Jose, California. Executive understands and agrees that he may be required to travel to other locations
depending on the Company’s business needs.


 


ARTICLE
III



TERM AND TERMINATION OF EMPLOYMENT


 


3.1           Term.
Unless sooner terminated pursuant to other provisions hereof, Company agrees to employ Executive for the period beginning on the
Effective Date and ending on the fourth anniversary of the Effective Date.


 


3.2           Company’s
Right to Terminate. Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive’s
employment under this Agreement at any time for any of the following reasons:


 


(a)          upon
Executive’s death;


 


(b)          upon
Executive’s Disability;


 




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(c)          for
Cause; or


 


(d)          at
any time, for any other reason whatsoever, in the sole discretion of the Board.


 


3.3           Executive’s
Right to Terminate. Notwithstanding the provisions of Section 3.1, Executive shall have the right to terminate his employment
under this Agreement for any of the following reasons:


 


(a)          for
Good Reason; or


 


(b)          at
any time for any other reason whatsoever, in the sole discretion of Executive.


 


3.4           Notice
of Termination. If Company desires to terminate Executive’s employment hereunder at any time prior to expiration of the
term of employment as provided in Section 3.1, it shall do so by giving a 30-day written notice to Executive that it has elected
to terminate Executive’s employment hereunder and stating the effective date and reason for such termination, provided that
no such action shall alter or amend any other provisions hereof or rights arising hereunder. If Executive desires to terminate
his employment hereunder at any time prior to expiration of the term of employment as provided in Section 3.1, he shall do so by
giving a 30-day written notice to Company that he has elected to terminate his employment hereunder and stating the effective date
and reason for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising
hereunder.


 


3.5           Deemed
Resignations. Unless otherwise agreed to in writing by Company and Executive prior to the termination of Executive’s
employment, any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officer
of Company and each affiliate of Company and an automatic resignation of Executive from the Board (if applicable) and from the
board of directors or similar governing body of any affiliate of Company and from the board of directors or similar governing body
of any corporation, limited liability entity, or other entity in which Company or any affiliate holds an equity interest and with
respect to which board or similar governing body Executive serves as Company’s or such affiliate’s designee or other
representative.


 


3.6           Meaning
of Termination of Employment. For all purposes of this Agreement, Executive shall be considered to have terminated employment
with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i)
of the Code and applicable administrative guidance issued thereunder.


 


ARTICLE
IV



COMPENSATION AND BENEFITS


 


4.1           Base
Salary. Executive shall receive a base salary of $225,000 per annum during each full year of employment. Executive’s
base salary shall be reviewed by the Chief Executive Officer and the Compensation Committee on an annual basis, and, in the sole
discretion of the Compensation Committee, such base salary may be increased, but not decreased (except with the prior written consent
of Executive), effective as of any date determined by the Compensation Committee. Executive’s base salary shall be paid in
equal installments in accordance with Company’s standard policy regarding payment of compensation to executives but no less
frequently than monthly.


 




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4.2           Annual
Bonus. Executive shall be eligible for an annual bonus of up to thirty percent (30%) of Executive’s Annual Base Salary
based on performance criteria set by the Chief Executive Officer of Company and Compensation Committee and to otherwise participate
in Company’s annual bonus plan or plans applicable to Executive, all as approved from time to time by the Compensation Committee
in amounts to be determined by the Compensation Committee based upon criteria established by the Compensation Committee.


 


4.3           Option
Compensation. Upon the date of this Agreement, Executive shall receive a grant of options
(“Options”) to purchase 21,834 shares of the $0.001 par value common stock (“Common Stock”)
of the Company. The strike price of the Options shall be $5.70 per share, representing the fair market value of one share of Common
Stock as of the date of this Agreement. The Options shall be granted pursuant to the terms and subject to the conditions of a
Stock Option Agreement of even date herewith between Executive and Company. Upon, and subject to, the completion of the IPO, Executive
shall be granted additional stock options (“Gross Up Options”), which together with the Options, will
represent one and thirty-five hundredths percent (1.35%) of the outstanding shares of Common Stock on a fully-diluted basis after
giving effect to the IPO. The strike price of the Gross Up Options shall be the public offering price in the IPO and the Gross
Up Options shall be granted pursuant to the terms and subject to the conditions of a similar Stock Option Agreement.


 


(a)          Vesting
of Options. In addition to the time-based vesting provisions set forth hereafter in this subpart (a), Options to purchase 5,661
shares of Common Stock shall vest and become exercisable subject to the conversion of all principal and accrued interest under
the Notes into shares of Common Stock on or before May 31, 2017. In addition to the afore-mentioned performance-based vesting condition
with respect to Options to purchase 5,661 shares of Common Stock, all of the Options will vest over a four-year period from the
date of grant as follows: one-fourth of the Options shall vest and first become exercisable on the one year anniversary of the
date of grant (such amount to be equal to one-fourth of the Options outstanding as of the one year anniversary date after giving
effect to the potential cancellation of Options to purchase 5,661 shares of Common Stock in the event of the failure to satisfy
the above-mentioned performance-based vesting condition) and the balance of the Options shall vest in 36 equal monthly installments
commencing on the 13 month following the date of grant.


 


(b)          Vesting
of Gross Up Options. The Gross Up Options will vest as follows: a Ratable Portion (as defined below) of the Gross Up Options
shall vest and first become exercisable on the later of the one year anniversary of the date of grant of the Options or the completion
date of the IPO (the latter of the two dates referred to as the “Initial Vesting Date”), and the balance
of the Gross Up Options shall vest in equal monthly installments, commencing on the one month anniversary of the Initial Vesting
Date, over a number of months equal to 48 less the Variable Number (as defined below). The term “Ratable Portion”
shall mean a portion of the Gross Up Options equal to the total number of Gross Up Options multiplied by the product of .25 times
a fraction, the denominator of which is 12 and the numerator of which is the lesser of 12 and the Variable Number. The term “Variable
Number” means number of 30-day periods, or portions thereof, between the grant date of the Options and the Initial
Vesting Date.


 




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4.4           Long-Term
Incentive. Subject to the sole discretion of the Compensation Committee, Executive shall also be eligible for participation
in the Incentive Plan or such other long-term incentive arrangement of Company as may from time to time be made available to other
executive officers of Company. Any awards made under the Incentive Plan or such other arrangements shall be governed by Section
5.7 herein.


 


4.5           Other
Perquisites. During his employment hereunder, Executive shall be afforded the following benefits as incidences of his employment:


 


(a)          Business
and Entertainment Expenses - Subject to Company’s standard policies and procedures with respect to expense reimbursement
as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable
and appropriate expenses incurred by Executive for business-related purposes, including dues and fees to industry and professional
organizations and costs of entertainment and business development. Company reserves the right to request valid documentation and
receipts relating to such expenses.


 


(b)          Company
Benefits - Executive and, to the extent applicable, Executive’s spouse, dependents, and beneficiaries, shall be allowed
to participate in all benefits, plans, and programs, including improvements or modifications of the same, which are now, or may
hereafter be, available to other executive employees of Company. Such benefits, plans, and programs shall include, without limitation,
any profit sharing plan, thrift plan, health insurance or health care plan, life insurance, disability insurance, pension plan,
supplemental retirement plan, vacation and sick leave plan, and the like which may be maintained by Company. Company shall not,
however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending, or discontinuing,
any such benefit plan or program, so long as such changes are similarly applicable to executive employees generally. See Attachment
A for the current Company Benefits Program.


 


ARTICLE
V



EFFECT OF TERMINATION ON COMPENSATION; ADDITIONAL PAYMENTS


 


5.1           Termination
Other Than an Involuntary Termination. If Executive’s employment hereunder shall terminate upon expiration of the term
provided in Section 3.1 hereof or if Executive’s employment hereunder shall terminate for any other reason except those described
in Section 5.2, then Company shall continue to provide all compensation and benefits to Executive hereunder until the date of such
termination of employment, and such compensation and benefits shall terminate contemporaneously with such termination of employment.


 


5.2           Involuntary
Termination. Subject to the provisions of Sections 5.3 and 5.4 hereof, if Executive’s employment by Company or any successor
thereto shall be subject to an Involuntary Termination, then Company shall, as additional compensation for services rendered to
Company (including its subsidiaries), pay to Executive the following amounts and take the following actions:


 




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(a)          Pay
Executive a lump sum cash payment in an amount equal to six (6) months of Executive’s Annual Base Salary on or before the
Payment Date.


 


(b)          During
the portion, if any, of the 6-month period commencing on the date of such Involuntary Termination that Executive is eligible to
elect and elects to continue coverage for himself and his eligible dependents under Company’s or a subsidiary’s group
health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601
through 608 of the Employee Retirement Income Security Act of 1974, as amended, Company shall promptly reimburse Executive on a
monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution
amount that active senior executive employees of Company pay for the same or similar coverage under such group health plans; provided,
however, that such reimbursement shall cease to be effective if and to the extent Executive becomes eligible to receive medical
and/or dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to Company by Executive).


 


5.3           Change
of Control. In the event of a Change of Control, vesting of all options or other types of equity granted to Executive shall
fully vest immediately prior to such Change of Control.


 


5.4           Release
and Full Settlement. As a condition to the receipt of any severance compensation and benefits under this Agreement, Executive
must first execute a release and agreement, in a form reasonably satisfactory to Company, which (a) shall release and discharge
Company and its affiliates, and their officers, directors, employees, and agents, from any and all claims or causes of action of
any kind or character, including all claims or causes of action arising out of Executive’s employment with Company or its
affiliates or the termination of such employment, and (b) must be effective and irrevocable within 55 days after the termination
of Executive’s employment. If Executive is entitled to and receives the benefits provided hereunder, performance of the obligations
of Company hereunder will constitute full settlement of all claims that Executive might otherwise assert against Company on account
of Executive’s termination of employment.


 


5.5           Payments
Subject to Section 409A of the Code. Notwithstanding the foregoing provisions of this Article 5, if the payment of any severance
compensation or severance benefits under this Agreement would be subject to additional taxes and interest under Section 409A of
the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B) of the Code, then any such payments
that Executive (or Executive’s estate) would otherwise be entitled to during the first six months following the date of Executive’s
termination of employment shall be accumulated and paid on the date that is six months after the date of Executive’s termination
of employment (or if such payment date does not fall on a business day of Company, the next following business day of Company),
or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional
taxes and interest. Executive hereby agrees to be bound by Company’s determination of its “specified employees”
(as such term is defined in Section 409A of the Code) in accordance with any of the methods permitted under the regulations issued
under Section 409A of the Code.


 




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5.6           Liquidated
Damages. In light of the difficulties in estimating the damages for an early termination of Executive’s employment under
this Agreement, Company and Executive hereby agree that the payments, if any, to be received by Executive pursuant to this Article
5 shall be received by Executive as liquidated damages.


 


5.7           Other
Benefits. This Agreement governs the rights and obligations of Executive and Company with respect to Executive’s Annual
Base Salary and certain perquisites of employment. Except as expressly provided herein, Executive’s rights and obligations
both during the term of his employment and thereafter with respect to stock options, restricted stock, incentive and deferred compensation,
life insurance policies insuring the life of Executive, and other benefits under the plans and programs maintained by Company shall
be governed by the separate agreements, plans and other documents and instruments governing such matters.


 


ARTICLE
VI



DISPUTE RESOLUTION


 


6.1           General.
Executive and the Company explicitly recognize that no provision of this Article VI shall prevent either party from seeking to
resolve any dispute arising under the Confidentiality and Assignment of Invention Agreement.


 


6.2           Negotiation.
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations
between Executive and an executive officer of Company who has authority to settle the controversy. Any party may give the other
party written notice of any dispute not resolved in the normal course of business. Within ten days after the effective date of
such notice, Executive and an executive officer of Company shall meet at a mutually acceptable time and place within the San Jose,
California metropolitan area, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to
attempt to resolve the dispute. If the matter has not been resolved within 30 days of the disputing party’s notice, or if
the parties fail to meet within ten days, either party may initiate arbitration of the controversy or claim as provided in Section
6.3 below. If a negotiator intends to be accompanied at a meeting by an attorney, the other negotiator shall be given at least
three business days’ notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this
Section 6.2 shall be treated as compromise and settlement negotiations for the purposes of the federal and state rules of evidence
and procedure.


 


6.3           Arbitration.
Company and Executive agree that after efforts to negotiate any dispute in accordance with Section 6.2 have failed, then either
party may by written notice (the “Notice”) demand arbitration of the dispute as set out below, and each
party hereto expressly agrees to submit to, and be bound by, such arbitration.


 


(a)          Each
party will, within ten business days of the Notice, nominate an arbitrator, who shall be a non-neutral arbitrator. Each nominated
arbitrator must be someone experienced in dispute resolution and of good character without moral turpitude and not within the employ
or direct or indirect influence of the nominating party. The two nominated arbitrators will, within ten business days of nomination,
agree upon a third arbitrator, who shall be neutral. If the two appointed arbitrators cannot agree on a third arbitrator within
such period, the parties may seek such an appointment through any permitted court proceeding or by the American Arbitration Association
(“AAA”). The three arbitrators will set the rules and timing of the arbitration, but will generally follow
the rules of the AAA and this Agreement where same are applicable and shall provide for a reasoned opinion.


 




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(b)          The
arbitration hearing will in no event take place more than 180 days after the appointment of the third arbitrator.


 


(c)          The
arbitration will take place in the San Jose, California metroplex unless otherwise unanimously agreed to by the parties.


 


(d)          The
results of the arbitration and the decision of the arbitrators will be final and binding on the parties, and each party agrees
and acknowledges that these results shall be enforceable in a court of law.


 


(e)          All
administrative costs and expenses of the mediation and arbitration shall be borne equally by the Company and Executive during the
pendency of the proceedings. Such costs and expenses do not include attorney’s fees, expert witness fees or other party generated
expenses. Upon the conclusion of the proceedings, the prevailing party shall be entitled to recover reasonable and necessary attorneys’
fees, expert witness fees, and costs and expenses of arbitration.


 


(f)          This
agreement to arbitrate does not apply to claims or issues arising from performance of services on any federal government contract,
any claim for workers’ compensation or unemployment benefits, claims for vested benefits under a plan fund or program covered
by the Employee retirement Security Act of 1974, as amended or any claim brought under California Labor Code §2699 et.seq.
Further, Company and Executive agree that only individual employee claims may be brought and that no claim may be brought or arbitrated
hereunder as a collective action on behalf of other or as a class action absent a further specific agreement executed at the time
the dispute arises.


 


(g)          Executive
understands that this Agreement requires that disputes that involve the matters subject to the Agreement be submitted to arbitration
pursuant to this Section 6.3 rather than to a judge or jury in court. However, Company and Executive agree that this agreement
to arbitrate shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of Company’s
trade secrets, proprietary information, other proprietary rights or property. Executive must sign and return the Confidentiality
and Assignment Agreement.


 


ARTICLE
VII



MISCELLANEOUS


 


7.1           Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 3:30 p.m. (Pacific time) on
any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States (“Business
Day”), (b) the next Business Day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later
than 3:30 p.m. (Pacific time) on any Business Day, (c) the 2nd Business Day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages attached hereto. All notices and demands
to Executive or the Company may be given to them at the following addresses:


 




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	 	If to Executive to:	Frank Laurencio
	 	 	253 West Main Street
	 	 	Los Gatos, California  95032
	 	 	 
	 	If to Company:	Atomera Incorporated
	 	 	750 University Avenue, Suite 280
	 	 	Los Gatos, California  95032
	 	 	Attn:  Scott Bibaud, Chief Executive Officer


 


Such parties may designate in writing from
time to time such other place or places that such notices and demands may be given.


 


7.2           Applicable
Law; Submission to Jurisdiction.


 


 (a)          This
Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of California, without regard
to conflict of law principals thereof.


 


 (b)          With
respect to any claim or dispute related to or arising under this Agreement that is not subject to arbitration, the parties hereto
hereby consent to the exclusive jurisdiction, forum, and venue of the state or federal (to the extent federal jurisdiction exists)
courts located in Santa Clara County in the State of California.


 


7.3           No
Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of or to require compliance
with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.


 


7.4           Severability.
Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as
to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


7.5           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together
will constitute one and the same Agreement.


 




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7.6           Withholding
of Taxes and Other Employee Deductions. Company may withhold from any benefits and payments made pursuant to this Agreement
all federal, state, city, and other taxes as may be required pursuant to any law or governmental regulation or ruling and all other
customary employee deductions made with respect to Company’s employees generally.


 


7.7           Headings.
The Section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.


 


7.8           Gender
and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number
includes the plural and conversely.


 


7.9           Assignment.
This Agreement shall be binding upon and inure to the benefit of Company and any successor of Company, by merger or otherwise.
This Agreement shall also be binding upon and inure to the benefit of Executive and his heirs, representatives and assigns. If
Executive shall die prior to full payment of amounts due pursuant to this Agreement, such amounts shall continue to be payable
pursuant to the terms of this Agreement. Executive shall not have any right to pledge, hypothecate, anticipate, or assign any portion
of this Agreement or any of the rights hereunder, except by will or the laws of descent and distribution.


 


7.10         Term.
This Agreement has a term co-extensive with the term of employment provided in Section 3.1. Termination of this Agreement shall
not affect any right or obligation of any party which is accrued or vested prior to such termination. The provisions of Section
3.5 shall survive the termination of this Agreement and shall be binding upon Executive and his or her legal representatives, successors,
and assigns following such termination.


 


7.11         Entire
Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and contains
all the covenants, promises, representations, warranties, and agreements between the parties with respect to such subject matter.
Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this
Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect, including, without
limitation, all prior employment and severance agreements, if any, by and between Company and Executive. Any modification of this
Agreement will be effective only if it is in writing and signed by the party to be charged.


 


7.12         Expenses.
Each party shall pay all fees and expenses incurred by such party incident to the negotiation, preparation and execution of this
Agreement.


 




    	 	-12-	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have entered into this Agreement as of the date first written above.


 


	 	“Company”
	 	 
	 	Atomera Incorporated
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Scott A. Bibaud
	 	 	Scott A. Bibaud
	 	 	Chief Executive Officer
	 	 	 
	 	“Executive”
	 	 
	 	Francis Laurencio
	 	 	 
	 	/s/ Francis Laurencio


 




    	 	-13-	 



     


    

 


Attachment A


 


2015 EMPLOYEE BENEFITS OVERVIEW


 


Health & Dental Care 


 


		v	ATOMERA provides health care coverage under the “PPO Value” plan from Harvard Pilgrim
Health Plan at a nominal cost.



		v	ATOMERA provides dental care coverage under the “Dental Guard Preferred PPO” plan from
Guardian Dental at no cost to the employee.



 


401k Plan


 


		v	ATOMERA employees are entitled to contribute to the Nationwide 401k retirement plan after 60
days of employment with the company.



 


Life/AD&D and Disability Insurance


 


		v	ATOMERA provides Life/Accidental Death & Dismemberment insurance through the Principal Financial
Group at 300% of annual salary at no cost to the employee.



		v	ATOMERA provides Limited Disability insurance at 60% of pre-disability earnings for up to 2 years
at no cost to the employee.



 


Paid Time Off (Flex-Time)


 


		v	ATOMERA employees accrue paid leave based on years of service:



 


First Year of Service 16 days


Third Year of Service21 days


Fifth Year of Service26 days


 


2015 Company Holidays


	 	1.	JAN 1 –	New Year’s Day  
	 	2.	JAN 19 –	Martin Luther King Day
	 	3.	FEB 16 –	Presidents Day
	 	4.	APR 3 –	Good Friday
	 	5.	MAY 25 –	Memorial Day
	 	6.	JUL 3 –	Independence Day
	 	7.	SEP 7 –	Labor Day
	 	8.	OCT 12 –	Columbus Day
	 	9.	NOV 26 –	Thanksgiving  
	 	10.	NOV 27 –	Day after Thanksgiving
	 	11.	DEC 24 –	Christmas Eve
	 	12.	DEC 25 –	Christmas Day


 








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