Exhibit 10.17


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into on January 1, 2016 (“Effective
Date”) by and between Mears Technologies, Inc., a Delaware corporation (“Company”),
and Ronald A. Cope (“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 December 1, 2015 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 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 Frisco, Texas
metropolitan 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 or 4.4 of this Agreement).


 


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.


 




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(i)         “Incentive
Plan” shall mean the MearsTechnologies, Inc. 2007 Stock Incentive Plan.


 


(j)         “Involuntary
Termination” shall meanany 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 Operating Officer of the
Company or in such other position or positions as the parties mutually may agree.


 


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 Operating Officer
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. 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.


 




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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 the Company’s executive offices,
however, Executive shall be allowed to provide his services hereunder from Executive’s home office maintained at Executive’s
principal residence. 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;


 


(c)         for
Cause; or


 


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


 




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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 $220,000
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 fifteen percent (15%) 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          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.


 


4.4          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:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	If to Company:	 	Mears Technologies, Inc.	 
	 	 	 	 	 
	 	 	 	 	 


 


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.


 




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


 


	 	“Company”
	 	 
	 	Mears Technologies, Inc.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Scott A. Bibaud
	 	 	Scott A. Bibaud
	 	 	Chief Executive Officer
	 	 	 
	 	“Executive”
	 	 
	 	Ronald A. Cope
	 	 
	 	/s/
    Ronald A. Cope


 




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Attachment
A


 


2015
EMPLOYEE BENEFITS OVERVIEW


 


Health
& Dental Care 


 


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


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


 


401k Plan


 


❖  MEARS
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


 


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


❖  MEARS
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)


 


❖  MEARS
employees accrue paid leave based on years of service:


 


First
Year of Service 16 days


Third
Year of Service 21 days


Fifth
Year of Service 26 days


 


2015
Company Holidays 


	 	1.	JAN 1 –	New Year’s Day
	 	2.	JAN
    19 –	Martin Luther King Day
	 	3.	FEB
    16 –	Presidents Day
	 	4.	APR3
    – 	Good Friday
	 	5.	MAY 25 –	Memorial Day
	 	6.	JUL3
    –	Independence Day
	 	7.	SEP7
    –	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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