Exhibit
10.2



SEPARATION
AGREEMENT


                This
Separation Agreement (“Separation Agreement”) is made between Richard J. Pulsifer (“Executive”)
and Lucid, Inc. (“Lucid, Inc.” dba “Caliber Imaging & Diagnostics” or “Caliber
I.D.,” the “Company,”) together with Executive, the “Parties”).


                WHEREAS,
Executive is terminated without cause from his employment with the Company effective, April 26, 2014 (the “Separation
Date”);


                WHEREAS,
this Separation Agreement fully supersedes any prior agreements and understandings related to Executive’s employment at
Lucid, dba Caliber I.D., including, without limitation, the Employment Agreement dated October 1, 2012 (the “Employment
Agreement”), provided, Sections 7 and 8 of the Employment Agreement (the “Preserved Provisions”)
and the Company’s 2010 Long-Term Equity Incentive Plan and the associated stock option agreement governing Executive’s
stock option grant thereunder (collectively the “Equity Documents”), shall remain in full force and effect;


                WHEREAS,
in exchange for, among other things, Executive entering into, not revoking and complying with this Separation Agreement, the Company
shall provide Executive with the cash payments as described below; and


                WHEREAS,
the payments set forth in this Separation Agreement are the exclusive payments, benefits and rights to Executive in connection
with the ending of Executive’s employment, and by entering into this Separation Agreement, Executive acknowledges and agrees
that he is not entitled to any other severance pay, benefits, equity rights or any other form of compensation or payment including
without limitation pursuant to the Employment Agreement or any other agreement, severance plan, program, policy or arrangement,
except as otherwise specifically set forth herein.


                NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:


1.             Separation
from Employment, Officer Positions and Directorships of the Company and its Subsidiaries and Affiliates. As of the Separation
Date, Executive is hereby terminated without cause from his employment with the Company and as an officer of the Company as well
as from any other officer positions he holds with any of the Company’s subsidiaries or entities affiliated with the Company.
Executive agrees to execute and deliver any documents reasonably necessary to effectuate such resignations.


2.             Final
Pay. In accordance with Massachusetts law, on the day of discharge, the Company shall pay Executive, in full, his accrued
but unpaid base salary based on Executive’s employment through the Separation Date (at the rate of $200,000 per year, prorated
based on the Separation Date) and, per the terms of the Employment Agreement, will be paid his unused vacation that accrued through
the Date of Termination. Executive acknowledges and agrees that he is not entitled to any other salary, bonus or reimbursement
amounts in connection with his services to the Company.



    	 



    	 



    


3.             Cash
Payments. Subject to the Executive signing this agreement which includes a general release of claims in favor of the Company
and related persons and entities and the expiration of the seven-day revocation period for the Release, the Company shall pay
the Executive, starting in May 2014, twelve (12) bi-weekly payments of $8,333.33 each payment to be less applicable deductions
and withholdings and payable on the Company’s regular payroll dates each month, (ii) the greater of the amount of monthly
employer contribution that the Company would have made to provide health insurances to the Executive if the Executive had remained
employed by the Company or $859.07 towards Executive’s COBRA Health Insurance for up to 18 months and (iii) provided 
that:


		(a)	in
                                         the event that (i) the Company shall fail to pay when due any installment, (ii) the Company
                                         shall make an assignment of the whole or a substantial part of its assets for the benefit
                                         of creditors, or (iii) there shall be commenced by or against the Company any proceeding
                                         under any bankruptcy, insolvency, readjustment of debt or similar law of any jurisdiction
                                         which, in the case of a proceeding against the Company, shall not have been dismissed
                                         within sixty (60) days of its commencement, all remaining unpaid installments shall forthwith
                                         become and be due and payable to Executive.



		(b)	the
                                         employee agrees to submit to the Company the COBRA billing statement no later than the
                                         25th day of the month prior to the premium due date.



For purposes of Section 409A
of the Internal Revenue Code (“Section 409A”), each installment shall be a separate payment. For the avoidance
of doubt, in no event shall Executive be entitled to more than $100,000 in total pursuant to this Section 3(a).


 


4.             General
Releases. Executive irrevocably and unconditionally releases and forever discharges the Company, all of its affiliated
and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit
plans and the fiduciaries of such plans, and the current and former officers, directors, stockholders, executives, attorneys,
accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releases”)
generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”)
that, as of the date when Executive signs this Separation Agreement, he has, ever had, now claims to have or ever claimed to have
had against any or all of the Releases. This release includes, without implication of limitation, the complete waiver and release
of all Claims of or arising in connection with or for: the Employment Agreement including Claims for breach of express or implied
contract; wrongful termination of employment whether in contract or tort; intentional, reckless, or negligent infliction of emotional
distress; breach of any express or implied covenant of employment, including the covenant of good faith and fair dealing; interference
with contractual or advantageous relations, whether prospective or existing; deceit or misrepresentation; discrimination or retaliation
under state, federal, or municipal law, including, without implication of limitation, Title VII of the Civil Rights Act of 1964,
42 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act, 42 U.S.C. § 12101
et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Massachusetts General Law
Chapter 151B; defamation or damage to reputation; reinstatement; punitive or emotional distress damages; wages, severance pay,
vacation pay, back or front pay or other forms of compensation; and attorney’s fees and costs. Executive understands that
this general release of Claims extends to any and all Claims related to Executive’s employment by the Company (including
without limitation, any claims against the Company in respect of any stock-based awards of any kind or alleged promises or assurances
of such awards) and the termination of his employment, and all Claims in his capacity as a Company stockholder arising up to and
through the date that Executive enters into this Separation Agreement. Executive understands that this general release does not
extend to any rights or claims that may arise out of acts or events that occur after the date on which Executive signs this Separation
Agreement. Executive represents that he has not assigned to any third party and has not filed with any agency or court any Claim
released by this Separation Agreement. This release does not affect Executive’s rights or obligations under this Separation
Agreement, the Preserved Provisions or the Equity Documents nor shall it affect the Executive’s rights to indemnification
as an officer and/or director of the Company to the fullest extent permitted under law for Executive’s service prior to
the Separation Date.



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                The Company
irrevocably and unconditionally releases and forever discharges Executive and his heirs, administrators, representatives, executors,
successors and assigns (collectively referred to as the “Executive Releases”) generally from all Claims that,
as of the date when the Company signs this Separation Agreement, it has, ever had, now claims to have or ever claimed to have
had against any or all of the Executive Releases, provided this release does not release Executive Releases from claims based
on fraud or intentional misconduct by Executive nor does this release affect the Company’s or Executive’s rights and/or
obligations under this Separation Agreement, the Preserved Provisions or the Equity Documents.


5.             Return
of Property. Executive commits to returning to the Company all Company property, including, without limitation, computer
equipment (except for the Dell laptop currently in Executive’s possession), software, keys and access cards, credit cards,
files and any documents (including computerized data and any copies made of any computerized data or software) containing information
concerning the Company, its business or its business relationships, provided Executive may retain the laptop issued to him by
the Company so long as he promptly returns it to Company so that a mirror image of the hard drive may be taken and the device
is wiped clean. After returning all such property, Executive commits to deleting and finally purging any duplicates of files or
documents that may contain Company or customer information from any non-Company computer or other device that remains Executive’s
property after the Separation Date.


6.             Advice
of Counsel. This Separation Agreement is a legally binding document and the Company’s and Executive’s signatures
will commit each to its terms. Executive acknowledges that he has been advised to discuss all aspects of this Separation Agreement
with his attorney, that he has carefully read and fully understands all of the provisions of this Separation Agreement and that
Executive is voluntarily entering into this Separation Agreement.


7.             Time
for Consideration; Effective Date. Executive acknowledges that he has been provided with the opportunity to consider this
Separation Agreement for twenty-one (21) days before signing it. To accept this Separation Agreement, Executive must return
a signed original of this Separation Agreement so that it is received by Michael Hone the Company’s Chief Executive Officer,
on or before the expiration of this twenty-one (21) day period. Executive and the Company agree that any changes or modifications
to this Separation Agreement shall not restart the twenty-one (21) day period. For a period of seven (7) days from the day of
the execution of this Separation Agreement, Executive shall retain the right to revoke this Separation Agreement by written notice
that must be received by Mr. Hone before the end of such revocation period. This Separation Agreement shall become effective on
the business day immediately following the expiration of the revocation period (the “Effective Date”), provided
that Executive does not revoke this Separation Agreement during the revocation period.



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8.             Enforceability.
Executive acknowledges that, if any portion or provision of this Separation Agreement, including any part of the Preserved Provisions,
shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder other than those
as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision shall be
valid and enforceable to the fullest extent permitted by law.


9.             Entire
Agreement. This Separation Agreement constitutes the entire agreement between Executive and the Company concerning Executive’s
relationship with the Company, and supersedes and replaces any and all prior agreements and understandings between the Parties
concerning the Executive’s relationship with the Company including, without limitation, the Employment Agreement, provided,
the Preserved Provisions and the Equity Documents shall continue to be in full force and effect.


10.           Waiver.
No waiver of any provision of this Separation Agreement, including the Preserved Provisions, which are incorporated by reference
into his Agreement, shall be effective unless made in writing and signed by the waiving party. The failure of either Party to
require the performance of any term or obligation of this Separation Agreement or the Preserved Provisions, or the waiver by either
Party of any breach of this Separation Agreement, including any part of the Preserved Provisions, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


11.           Taxes.
The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this
Separation Agreement and in connection with other compensation matters to the extent that it reasonably and in good faith determines
that it is required to make such deductions, withholdings and tax reports. Payments under this Separation Agreement shall be in
amounts net of any such deductions or withholdings. Nothing in this Separation Agreement shall be construed to require the Company
to make any payments to compensate Executive for any adverse tax effect associated with any payments or benefits made to Executive
in connection with Executive’s employment with the Company.


12.       
   Governing Law; Interpretation. This Separation Agreement shall be interpreted and enforced under
the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. In the event of any dispute, this
Separation Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning,
and not to be construed strictly for or against either Party or the “drafter” of all or any portion of this Separation
Agreement.


13.           No
Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Separation
Agreement by seeking other employment or otherwise, and no payment provided for this Separation Agreement shall be reduced by
any compensation earned by Executive as the result of employment by another employer, or Executive’s receipt of income from
any other source.


14.           Counterparts.
This Separation Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be
taken to be an original, but all of which together shall constitute one and the same document. Facsimile and PDF signatures shall
be deemed to be of equal force and effect as originals.


                IN WITNESS
WHEREOF, the Parties, intending to be legally bound, have executed this Separation Agreement on the date(s) indicated below.



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LUCID, INC., dba Caliber I.D.


 


	/s/ Richard C. Christopher	 	May 6, 2014
	Richard C. Christopher	 	Date
	Chief Financial Officer	 	 


  


I HAVE READ
THIS SEPARATION AGREEMENT THOROUGHLY, UNDERSTAND ITS TERMS AND HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY. I UNDERSTAND THAT THIS
SEPARATION AGREEMENT IS A LEGAL DOCUMENT.  


 


	/s/ Richard J. Pulsifer	 	May 6, 2014
	Richard J. Pulsifer	 	Date


  


I AGREE TO
WAIVE THE TIME FOR CONSIDERATION PERIOD OF 21 DAYS AND 7 DAY REVOCATION PERIOD. I UNDERSTAND THAT THIS SEPARATION AGREEMENT IS
HEREBY EFFECTIVE. 


 


	/s/ Richard J. Pulsifer	 	May 6, 2014
	Richard J. Pulsifer	 	Date


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