Exhibit 10.18


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”)
is entered into on January 13th, 2016 (“Effective
Date”) by and between Mears Technologies, Inc., a Delaware corporation (“Company”),
and Robert Mears (“Executive”).


 


RECITAL


 


Company
is desirous of continuing to employ Executive in an executive capacity on the terms and conditions and for the consideration, hereinafter
set forth, and Executive is desirous of continuing to be 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)          “Base
Salary” shall mean Executive’s annualized basesalary as set forth in Section 4.1.


 


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


 


(c)          “Cause”
shall mean a finding by the Company that 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 the Employee Confidentiality and Assignment Agreement attached hereto
as Attachment A, (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.


 




     


     


    

 


Notwithstanding
the foregoing provisions of this Section 1.1(c) or any other provision in this Agreement to the contrary, any assertion by the
Company of a termination of employment for “Cause” pursuant to clauses (i) through (v) of this Section 1.1(c) shall
not be effective unless all of the following conditions are satisfied: (1) the Company must provide written notice to the Executive
of such condition in accordance with Section 7.1 within 30 days of the initial existence of the condition; (2) the condition specified
in such notice must remain uncorrected for a period of 30 days following receipt of such notice by Company; and (3) the date of
the Company’s termination of the Executive’s employment must occur within ninety days following the initial existence
of the condition specified in such notice.


 


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


 


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


 


(f)          “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). Any determination of Disability
shall be determined by an independent physician mutually acceptable to the Company and the Executive.


 


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


 


(i)          a
material diminution in Executive’s 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 principal 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 greater Boston, Massachusetts
metropolitan area; or


 


(iv)        a
material breach by Company of any provision of this Agreement.


 


Notwithstanding
the foregoing provisions of this Section 1.1(g) 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(g) 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 ninety days following the initial existence of the condition specified
in such notice.


 




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(h)         “Incentive
Plan” shall mean the Mears Technologies, Inc. 2007 Stock Incentive Plan.


 


(i)          “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, and for the avoidance of doubt, the term “Involuntary Termination” shall not include (x) a termination by
Company for Cause or by Executive without Good Reason, (y) any termination by either party upon or following expiration of the
term set forth in Section 3.1, or (z) any termination as a result of death or Disability.


 


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. As a condition of his continued
employment, Executive shall, prior to the Effective Date, execute and deliver to the Company an Employee Confidentiality and Assignment
Agreement in the form attached hereto as Attachment A.


 


2.2         Positions.
From and after the Effective Date, Company shall employ Executive in the position of Chief Technology 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 Technology 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 and otherwise customarily assigned to a senior executive 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.


 




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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 Company’s executive offices
in or within 50 miles of Wellesley Hills, Massachusetts. 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. Executive agrees to execute such documents and take such other actions as the Company may request to reflect such
resignation.


 


ARTICLE IV


 


COMPENSATION
AND BENEFITS


 


4.1         Base
Salary. Executive shall receive a base salary at the annualized rate of $220,000 (the “Base
Salary”). 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 (a) with the prior written consent of Executive, or (b) in connection with, and in an amount substantially
proportionate to, reductions made by Company to the annualized base salaries of all other senior executives), 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.


 


4.2         Annual
Bonus. Executive shall be eligible for an annual bonus of up to fifteen percent (15%) of Executive’s 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.


 




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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
5.5 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, subject to the eligibility requirements and other terms
of such plans and programs. 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 B 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 in any circumstance other
than an Involuntary Termination, 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. For the avoidance of doubt, should Executive’s employment with Company continue after expiration of the term
set forth in Section 3.1 hereof, such continued employment shall be at-will and he will not be eligible to receive any payments
or benefits from the Company upon termination from employment for any reason.


 




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5.2        Involuntary
Termination. Subject to the provisions of Sections 5.3 and 5.4 hereof, if Executive’s termination of employment
hereunder shall be an Involuntary Termination, then Company shall, provide to Executive the following severance benefits (the “Severance
Benefits”):


 


(a)          Company
shall pay Executive a lump sum cash payment in an amount equal to six (6) months of Executive’s Base Salary, less applicable
taxes and withholdings.


 


(b)          During
the portion, if any, of the 12-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 in writing 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 Benefits under this Agreement, Executive must first
execute and deliver to Company a severance and release of claims agreement in a form to be provided by Company (the “Severance
Agreement”), which will include, at a minimum, Executive’s release of the 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,
as well as obligations for Executive with respect to non-disparagement and cooperation. The Severance Agreement must become effective
and irrevocable within 55 days after the termination of Executive’s employment (or such shorter period as may be directed
by the Company). Executive’s receipt of any Severance Benefits to which he is entitled hereunder will constitute full settlement
of all claims that Executive might otherwise assert against Company for any reason, including without limitation on account of
Executive’s termination of employment. The Severance Benefits will be paid or commence, as may be applicable, in the first
regular payroll period after the Severance Agreement becomes effective and enforceable, provided that if the foregoing 55 day period
would end in a calendar year subsequent to the year in which Executive’s employment ends, the Severance Benefits will not
be paid or begin, as may be applicable, before the first payroll period of the subsequent calendar year.


 




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5.5         Payments
Subject to Section 409A of the Code.


 


(a)          Subject
to this Section 5.4, any severance payments that may be due under the Agreement shall begin only upon the date of the Executive’s
“separation from service” (determined as set forth below) which occurs on or after the termination of Executive’s
employment.


 


(b)          The
determination of whether and when Executive’s separation from service from the Company has occurred shall be made and in
a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-l(h). Solely for purposes
of this Section 5.4(b), “Company” shall include all persons with whom the Company would be considered a single employer
under Section 414(b) and 414(c) of the Code.


 


(c)          It
is intended that each installment of the severance payments under the Agreement provided under shall be treated as a separate “payment”
for purposes of Section 409A of the Code. Neither the Company nor Executive shall have the right to accelerate or defer the delivery
of any such payments except to the extent specifically permitted or required by Section 409A of the Code.


 


(d)          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.


 


5.6          Other
Benefits. This Agreement governs the rights and obligations of Executive and Company with respect to the matters set
forth herein, including, without limitation, Executive’s Base Salary, certain perquisites of employment, and payments upon
termination 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.


 




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ARTICLE VI


 


DISPUTE
RESOLUTION


 


6.1         General.
Executive and 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 Agreement.


 


6.2         Negotiation.
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement and/or the
Employee’s employment with the Company and/or the termination of such employment 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 Boston, Massachusetts 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.


 


(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 Boston, Massachusetts metropolitan area unless otherwise unanimously agreed to by the parties.


 




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(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 applies, but shall not be limited, to the following:


 


i.             Any
claim alleging unlawful discrimination, harassment, or retaliation on any basis protected by any applicable federal, state, or
local law (for the avoidance of doubt, nothing herein prevents Employee from filing, cooperating with, or participating in any
proceeding before the EEOC or other federal or state fair employment practices agency (except that Employee acknowledges that he/she
may not be able to recover any monetaiy benefits in connection with any such claim, charge or proceeding));


 


ii.           Any
claim for wages, bonuses, severance, incentive compensation or other equity, employee benefits or other compensation, whether
pursuant to contract, state wage and hour laws (including without limitation M.G.L. c. 149, § 148 et seq.),
the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, or any other law concerning
wages, compensation or employee benefits;


 


iii.          Any
claim under any statute, law, or ordinance not expressly set forth above;


 


iv.          Any
claim arising out of any and all common law claims, including, but not limited to, tort claims, wrongful discharge claims, contract
claims, defamation claims and unfair business practices claims; and


 


v.           Any
claim relating to the interpretation, existence, validity, scope, or enforceability of this Section, including, but not limited
to, any claim that all or any part of this Section is void or voidable and any other challenge by Employee to the arbitrability
of any dispute under this Agreement (but not including a dispute about the class action waiver set forth below).


 


(g)        Notwithstanding
anything set forth in Section 6.3(f) above, 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 Income Security Act of 1974, as amended., or claims
arising out of or relating to the Employee Confidentiality and Assignment Agreement or otherwise concerning trade secrets, confidential
information, intellectual property (including patents, copyrights and trademarks), or other proprietary rights or property. 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 any others or as a class action absent a further specific agreement executed at the
time the dispute arises.


 




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(h)          Executive
understands that this Agreement requires disputes that involve the matters subject to the Agreement and/or Executive’s employment
or termination, except those set forth in Section 6.3(g) above, be submitted to arbitration pursuant to this Section 6.3 rather
than to a judge or jury in court.


 


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 6:30 p.m. (Eastern
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 6:30 p.m. (Eastern 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:


 


	If to Executive to:	12 High Meadow Cis
	 	Wellesley
	 	MA 02482
	 	 
	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 Commonwealth of Massachusetts, 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 the Commonwealth of Massachusetts.


 




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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.


 


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.


 




    	 	-12-	 



     


    

 


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.
Company shall reimburse Executive for his reasonable fees and expenses incurred by him incident to the negotiation, preparation
and execution of this Agreement.


 




    	 	-13-	 



     


    

 


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 Bibaud
	 	 	Scott Bibaud
	 	 	Chief Executive Officer
	 	 	 
	 	“Executive”
	 	 
	 	Robert Mears
	 	 
	 	/s/ Robert Mears


 




    	 	-14-	 



     


    

 


Attachment
A


Employee
Confidentiality and Assignment Agreement


 




    	 	-15-	 



     


    

 


Attachment
B


 


2015 EMPLOYEE BENEFITS OVERVIEW (Current as of November
1,2015)


 


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.	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


 




    	 	-16-	 



     


    

 


Attachment
C


Allonge
to Secured Promissory Note


 




    	 	-17-