Second Amendment to Employment Agreement



 Exhibit 10.23 
 SECOND AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
 This Second Amendment to Employment Agreement (the “Amendment”), dated April 6, 2009, is between AuthenTec, Inc., a Delaware corporation
(the “Company”), and Larry Ciaccia (“Employee”) and modifies that Employment Agreement entered into between the parties and having an effective date of March 21, 2005, as amended on January 1, 2009 (the
“Agreement”). The Company and Employee agree as follows: 
 1. Paragraph 2.(b)(iii) is deleted from the Agreement in its entirety and replaced
with: 
 “(iii) Vesting of Equity Awards. 
  

	 	(A)	If Employee’s employment is terminated pursuant to Sections 2(b)(i)(A) or (B), vesting under Employee’s Equity Award grants shall cease immediately. Employee shall have
ninety (90) days from the termination date to exercise any vested Equity Awards. 

  

	 	(B)	If the Company terminates Employee’s employment Without Cause pursuant to Section 2(b)(i)(C), vesting under Employee’s Equity Awards shall vest during the severance
period plus an additional three (3) months thereafter. Employee shall have twelve (12) months from the termination date to exercise any or all vested Equity Awards. 

  

	 	(C)	If Employee terminates his employment pursuant to Section 2(b)(i)(D), all unvested Equity Awards under Employee’s Equity Award grants shall vest immediately. Employee
shall have twelve (12) months from the termination date to exercise any or all vested Equity Awards. 

  

	 	(D)	Notwithstanding the foregoing provisions of this subsection, no Equity Award may be exercised after the end of the original maximum term of the Equity Award.”


 2. The following paragraph will be inserted as a new Paragraph 2.(b)(iv)(E): 
  

	 	“(E)	“Equity Award” means any option, stock appreciation right, restricted stock, restricted stock unit, performance share or performance unit award or other award with
respect to shares of the capital stock of the Company granted to you by the Company prior to a Change in Control, including any such award which is assumed or continued by, or for which a replacement award is substituted by, any successor to the
Company in connection with the Change in Control.” 

 3. Except as specifically amended by this Amendment, the Agreement shall remain in
full force and effect. On and after the date hereof, each reference in the Agreement to “this Agreement,” “herein,” “hereunder” or words of similar import shall mean and be a reference to the Agreement as amended by
this Amendment. 
 4. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of
law rules of such state. 
 5. This Amendment may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment Agreement as of the date first written
above. 
  

									
	THE COMPANY	 	EMPLOYEE	 	
			
	AuthenTec, Inc.	 		 	
					
	By:	 	 /s/ F. Scott Moody
	 		 	 /s/ Larry Ciaccia
	 	
	Name:	 	F. Scott Moody	 		 	Larry Ciaccia	 	
	Title	 	Chief Executive Officer