Executive Employment Agreement - O'Callahan


    Exhibit
      10.10


    


    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    The
      Executive Employment Agreement (the “Agreement”) is made as of November 3, 2006
      (the “Effective Date”), by and between PureDepth, Inc., a Delaware corporation
      (the “Company”) and Robert O’Callahan (“Executive”), an individual residing in
      California. 

     

    WHEREAS,
      the Company is in need of an executive with significant experience in finance
      to
      perform the regular duties of the Chief Financial Officer as determined by
      the
      Board of Directors and CEO; and

     

    WHEREAS,
      Executive has experience in such fields; and

     

    WHEREAS,
      the Company wishes to engage Executive to serve as its Chief Financial
      Officer,

     

    NOW
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the parties hereby agree as follows:

     

    1.
      DUTIES
      AND POSITION. During the term of the Agreement, Executive agrees to be employed
      by and to serve the Company as its Chief Financial Officer. The Company agrees
      to employ and retain Executive in such capacity and Executive accepts and agrees
      to such employment, subject to the general supervision, advice and direction
      of
      the Company’s Board of Directors. Executive shall perform such duties as are
      customarily performed by an executive in a similar position, illustrated by
      Schedule A attached. Executive will report directly to Fred Angelopoulos, Chief
      Executive Officer

     

    2.
      TERMS
      OF EMPLOYMENT.

     

    2.1.
      Term
      of Employment. The Agreement shall be effective as of the date first set forth
      above and shall continue until terminated pursuant to the provisions set forth
      herein (the “Term”).

     

    2.2.
      Place of Performance. Executive shall be based at the principal offices of
      the
      Company, which are located at 255 Shoreline Drive, Redwood City. In no case
      will
      Executive be required or expected to move his principal residence from the
      San
      Francisco Bay Area.

     

    3.
      SALARY, BENEFITS AND BONUS COMPENSATION.

     

    3.1.
      Salary. As payment for the services to be rendered by Executive as provided
      in
      Section 1 and subject to the terms and conditions of Section 4, the Company
      agrees to pay to Executive a salary equal to $150,000.00 dollars per year,
      payable semi monthly (as may be adjusted from time to time, the “Base Salary”).
      Executive’s salary shall be reviewed by the Company’s Board of Directors in
      accordance with Company policies, and Executive shall be eligible for increases
      in salary and benefits as determined by the Company’s Board of Directors in its
      sole discretion. 

    


    3.2.
      Bonuses. Executive shall be eligible to receive discretionary bonuses and an
      annual bonus related to Executive’s success in meeting job specific and
      corporate performance.

    


    3.3.
      Bonus FY 2007: You will be eligible for an annualized bonus per the senior
      management bonus plan which will be constructed by Senior Management in
      conjunction with the approval of the Board of Directors of the Company,
      anticipated to have a goal of 50% of base salary, divided half between specific
      plan performance objectives and half on subjective factors.

     

    3.4.
      Employee Benefits. Executive shall be eligible to participate in all benefit
      plans generally available to employees who are managers of the Company including
      health, dental, life insurance, stock and bonus compensation
      programs.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.5
      Stock
      options. You will be granted certain stock options, as a long term incentive,
      per the Company’s current stock option plan as follows: 500,000 options per the
      terms of grant approved by the Board on August 4, 2006

     

    4.
      TERMINATION.

     

    4.1.
      Definitions. For purposes of the Agreement, the following terms shall have
      the
      following meanings:

     

    (a)
      “Termination For Cause” shall mean termination by the Company of Executive’s
      employment by the Company for reasons of Executive’s conviction of, or plea of
“guilty” or “no contest” to, a felony involving moral turpitude, persistent
      dishonesty or fraud, persistent willful breaches of the material terms of the
      Agreement, or habitual neglect of the duties which he is required to perform
      hereunder.

     

    (b)
      “Termination Other Than For Cause” shall mean termination by the Company of
      Executive’s employment by the Company (other than a Termination For Cause), or a
      Demotion, as defined below.

     

    (c)
      “Voluntary Termination” shall mean termination of Executive’s employment with
      the Company by voluntary action of Executive.

     

    (d)
      “Demotion” shall mean (i); (ii) any material reduction in the package of
      benefits and incentives provided to Executive or any action by the Company
      which
      would materially and adversely affect Executive’s participation or reduce
      Executive’s benefits under any such plans, except to the extent that such
      benefits and incentives of all other officers of the Company are similarly
      reduced; (iii) any material diminution of Executive’s duties, responsibilities,
      or authority other than contemplated in section 4.6 below; or (iv) any
      requirement that Executive relocate to a work site that would increase
      Executive’s one-way commute distance to more than twenty (50) miles from
      Executive’s principal residence.

     

    4.2.
      Termination For Cause. 

     

    (a)
      Termination For Cause may be effected by the Company at any time during the
      Term
      and shall be effected by notice to Executive. 

     

    (b)
      Upon
      Termination For Cause, Executive immediately shall be paid any accrued salary,
      ,
      any vested deferred compensation (other than pension plan or profit sharing
      plan
      benefits which will be paid in accordance with the applicable plan), any
      benefits under any plan of the Company in which Executive is a participant
      to
      the full extent of Executive’s rights under such plans, any accrued vacation pay
      and any appropriate business expenses incurred by Executive in connection with
      his duties hereunder, all to the date of termination, but Executive shall not
      be
      paid any other compensation or reimbursement of any kind, including without
      limitation, severance compensation.

    


    4.3.
      Termination Other Than For Cause. 

     

    (a)
      Notwithstanding anything else in the Agreement, the Company may effect a
      Termination Other Than For Cause at any time upon notice to Executive of such
      termination. 

     

    (b)
      Upon
      any Termination Other Than For Cause, Executive shall be paid any accrued
      salary, , any deferred compensation (other than pension plan or profit sharing
      plan benefits which will be paid in accordance with the applicable plan), any
      accrued vacation pay and any appropriate business expenses incurred by Executive
      in connection with his duties hereunder, all to the date of termination, and
      any
      severance compensation provided in section 5, but Executive shall be entitled
      to
      no other compensation or reimbursement of any kind.

    


    4.5.
      Voluntary Termination. Executive may effect a Voluntary Termination of his
      Agreement at any time upon four (4) months notice to the Company. In the event
      of a Voluntary Termination, the Company immediately shall pay any accrued
      salary, any bonus compensation to the extent earned, any vested deferred
      compensation (other than pension plan or profit sharing plan benefits which
      will
      be paid in accordance with the applicable plan), any benefits under any plans
      of
      the Company in which Executive is a participant to the full extent of
      Executive’s rights under such plans, any accrued vacation pay and any
      appropriate business expenses incurred by Executive in connection with his
      duties hereunder, all to the date of termination, but no other compensation
      or
      reimbursement of any kind.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.6
      Adjustment of Responsibilities. If the Executive is unable to fulfill his duties
      as CFO due to factors beyond his control, Company and Executive may mutually
      agree to adjust executive’s role to accommodate such situation. In that event
      Executive may continue on with the company as Senior Financial Advisor or a
      title to be mutually agreed upon. In that case Executive may receive in form
      of
      Bonus, 4 months salary in addition to any other bonuses due will remain as
      an
      employee at a mutually agreed upon rate and all employee benefits will remain
      in
      effect.

    


    5.
      SEVERANCE COMPENSATION.

     

    Upon
      a
      Termination Other Than for Cause, Executive shall receive a severance fee equal
      to four (4) months of gross base salary, which will be paid pursuant to section
      5 (b) below. 

    


    (a)
      any
      benefits under any plans of the Company in which Executive is a participant
      to
      the full extent of Executive’s rights under such plans for a period of four (4)
      months following the date of termination.

    


    (b)
      the
      timing of the payment herein shall be at the earliest date which does not
      trigger the provisions of IRC 409A.

    


    (c)
      The
      Executive will extend the customary courtesies and considerations regarding
      information on pending matters, post-termination.

    


    6.
      PAID
      TIME OFF. Executive shall eligible to accrue vacation and sick leave according
      to company at the rate of four (4) weeks per year.

     

    7.
      HOLIDAYS. Executive shall be entitled to holidays with pay during each calendar
      year consistent with the holiday schedule applicable to management employees
      of
      the Company, generally.

     

    8.
      COMPLIANCE WITH EMPLOYER’S RULES. The employment relationship between the
      parties shall be governed by the general employment policies and procedures
      of
      the Company, including (but not limited to) those relating to the protection
      of
      confidential information and assignment of inventions; provided, however, that
      when the terms of the Agreement differ from or are in conflict with the
      Company’s general employment policies or procedures, the Agreement shall
      control. Executive agrees to abide by all of the Company’s policies and
      procedures in effect from time to time.

     

    9.
      RETURN
      OF PROPERTY. Upon termination of Executive’s employment, Executive shall deliver
      all property (including keys, records, notes, lists, data, memoranda, models,
      and equipment) that is in the Executive’s possession or under the Executive’s
      control which is the Company’s property or related to the Company’s business.


     

    10.
      INDEMNIFICATION OF EXECUTIVE. The Company shall indemnify Executive against
      any
      direct losses incurred by Executive in the course of his duties to the fullest
      extent permissible under applicable law. 

     

    11.
      MISCELLANEOUS.

     

    11.1.
      Every notice or other communication required or contemplated by the Agreement
      by
      either party shall be delivered to the other party at the address set forth
      on
      the signature page below by: (i) personal delivery; (ii) postage prepaid, return
      receipt requested, registered or certified mail; (iii) internationally
      recognized express courier, such as Federal Express, UPS or DHL; or (iv)
      facsimile or email with a confirmation copy sent simultaneously by postal mail.
      Notice not given in writing shall be effective only if acknowledged in writing
      by a duly authorized representative of the party to whom it was given. Either
      party may change its or his address for notice from time to time by providing
      written notice in the manner set forth above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.2.
      Attorney Fees. In the event that any action, suit or other proceeding at law
      or
      in equity is brought to enforce the provisions of the Agreement, or to obtain
      money damages for the breach thereof, and such action results in the award
      of a
      judgment for money damages or in the granting of any injunction in favor of
      the
      Company, then all reasonable expenses, including, but not limited to, reasonable
      attorneys’ fees and disbursements (including those incurred on appeal) of the
      Company in such action, suit or other proceeding shall (on demand of the
      Company) forthwith be paid by Executive. If such action results in a judgment
      in
      favor of Executive, then all reasonable expenses, including but not limited
      to,
      reasonable attorney’s fees and disbursements (including those incurred on
      appeal) of Executive in such action, suit or other proceeding shall (on demand
      of Executive) forthwith be paid by the Company.

     

    11.3.
      Entire Agreement. The Agreement supersedes all prior agreements, and the terms
      set forth herein represent the entire understanding and agreement between the
      Company and Executive regarding compensation, employment, status and position.
      It is further understood that the Company’s policies, procedures and rules may
      be amended or changed at any time by the Company.

     

    11.4.
      Amendment. The Agreement may be modified or amended only if the amendment is
      made in writing and is signed by both parties. The Agreement cannot be altered
      in any way by any oral statement(s) made by Executive or the
      Company.

     

    11.5.
      Severability. If any provision(s) of the Agreement shall be held to be invalid
      or unenforceable for any reason, the remaining provisions shall continue to
      be
      valid and enforceable. If a court finds that any provision(s) of the Agreement
      is invalid or unenforceable, but that by limiting such provision it would become
      valid or enforceable, then such provision shall be deemed to be written,
      construed, and enforced as so limited.

     

    11.6.
      Waiver Of Contractual Right. The failure of either party to enforce any
      provision of the Agreement shall not be construed as a waiver or limitation
      of
      that party’s right subsequently to enforce and compel strict compliance with
      every provision of the Agreement.

     

    11.7.
      Applicable Law. The Agreement shall be governed by the laws of the State of
      California.

    


    11.8
      Compliance with IRC 409A. In the event the timing of any provision herein is
      deemed to trigger tax under the provisions of IRC 409A, the parties agree to
      amend the timing to provide compliance with IRC 409A.

     

    IN
      WITNESS WHEREOF, the parties have executed his Agreement as of the date first
      above written.

     

    


    PureDepth,
      Inc.

    


    /s/

    __________________________

    By
      Fred
      Angelopoulos

    


    


    Executive

    


    /s/

    __________________________

    Robert
      O’Callahan

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Schedule
      A

    


    The
      Chief
      Financial Officer will be responsible will include but not be limited
      to:


     

    
      	
            	1.	
              Direct
                the preparation of all financial reports, including income statements,
                balance sheets, reports to shareholders, tax returns, and reports
                for
                government regulatory agencies. 

            


    

     

    
      	
            	2.	
              Oversee
                accounting departments, budget preparation, and audit functions.
                Meets
                regularly with department heads to keep informed and to offer direction.
                

            


    

     

    
      	
            	3.	
              Review
                reports to analyze projections of sales and profit against actual
                figures,
                budgeted expenses against final totals, and suggests methods of improving
                the planning process as appropriate.


            


    

     

    
      	
            	4.	
              Analyze
                company operations to pinpoint opportunities and areas that need
                to be
                reorganized, down-sized, or eliminated.


            


    

     

    
      	
            	5.	
              Confer
                with C.E.O., Vice President of Sales and Marketing, C.O.O., and group
                leaders to coordinate and prioritize planning.


            


    

     

    
      	
            	6.	
              Studies
                long-range economic trends and projects company prospects for future
                growth in overall sales and market share, opportunities for acquisitions
                or expansion into new product areas. Estimates requirements for capital,
                land, buildings, and an increase in the work force.
                

            


    

     

    
      	
            	7.	
              Supervises
                investment of funds; works with banks and/or investment bankers to
                raise
                additional capital as required for
                expansion

            


    

     

    
      	
            	8.	
              Direct
                the on going legal services for the company including contract
                administration, Human Resource and SEC
                compliance.