**Exhibit 10.16**

 

**EMPLOYMENT AGREEMENT**

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”),dated as of August 15th 2005, is entered into by and betweenUni-Pixel, Inc., a Delaware corporation (“Uni-Pixel,” together with itssubsidiaries, the “Company”), and James A. Tassone (the “Employee”).

 

**W I T N E S S E T H:**

 

WHEREAS, the Employee desires to serve the Company as ChiefFinancial Officer of Uni-Pixel; and

 

WHEREAS, the Company desires to employ the Employee asChief Financial Officer of Uni-Pixel.

 

NOW THEREFORE in consideration of the mutual benefitsto be derived from this Agreement, the Company and the Employee hereby agree asfollows:

 

1.             Term ofEmployment; Office and Duties.

 

(a)           Commencing on the date hereof, andfor an initial term ending December 31, 2008, the Company shall employ theEmployee as Chief Financial Officer of Uni-Pixel, with such duties andresponsibilities consistent with such position as may from time to time beassigned to the Employee by the President of Uni-Pixel (the “President”).  The Employee agrees to perform such dutiesand discharge such responsibilities in accordance with the terms of thisAgreement.  This Agreement may be renewedfor an additional 1 year term, only upon the mutual written agreement of theEmployee and the Company, at least 30 days prior to its expiration.  The period that the Employee serves as anemployee of the Company pursuant to this Agreement, including as a result ofany extension of the initial term ending December 31, 2008, shall be referredto as the “Employment Term.”

 

(b)           TheEmployee shall be required to devote his full business time and efforts to thebusiness and affairs of the Company other than during vacations and periods ofillness or incapacity.  The Employeeshall be permitted to devote non-business time to:  (i) serve as a director or officer of anyorganization or entity that does not result in a violation of Section 5;(ii) deliver lectures or fulfill speaking engagements; or (iii) engage incharitable and community activities; provided, however, that theEmployee must receive the President’s written consent prior to serving as adirector or officer pursuant to clause (i).

 

2.             Compensation andBenefits.  For all services renderedby the Employee during the Employment Term, including, without limitation, anyservices as a director generally or member of the any committee of the Board orany subsidiary or division thereof, the Employee shall be compensated asfollows:

 

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(a)           BaseSalary.  The Company shall pay theEmployee a fixed base salary (“Base Salary”) of $145,000 per year.  ThePresident and Board may periodically review the Employee’s Base Salary and maydetermine to adjust the Base Salary, in accordance with such policies as the Companymay hereafter adopt from time to time, if it deems appropriate.  Base Salary will be payable in accordancewith the customary payroll practices of the Company. As part of the Employeescompensation program the Company extends a $1000 a month Automobile allowanceplus maintenance charges.

 

(b)           Bonus.  The Employee may be entitled to receive anannual bonus (“Annual Bonus”) for each fiscal year payable subsequent tothe issuance of final audited financial statements for such fiscal year in thesole discretion of the Board in an amount as determined by the CompensationCommittee of the Board.  The targetedamount of any Annual Bonus shall be 30% of the then-current Base Salary,although an Annual Bonus for any given period may be higher or lower than 30%.

 

(c)           Fringe Benefits.

 

(i)            The Employee shall be entitled toparticipate in such employee benefit and other compensatory or non-compensatoryplans that are available to similarly situated executives of the Company, whichmay include disability, health, dental and life insurance plans, option andbonus plans and other fringe benefit plans or programs, including a 401(k)retirement plan, of the Company established from time to time by the Board,subject to the rules and regulations applicable thereto.

 

(ii)           Notwithstanding anything in Section2(c)(i) to the contrary, contemporaneous with the execution of thisAgreement, the Employee will be granted a non-qualified stock option (the “EmploymentOption”) to purchase 200,000 shares of Uni-Pixel’s common stock, par value$.001 per share (the “Common Stock”), with an exercise price of $4.00per share, pursuant to Uni-Pixel’s 2005 Stock Incentive Plan and the Employeewill execute any award agreement or other documents required by the Company toevidence such grant.  33.33% of the 200,000options shall vest on April 19, 2006; an additional 33.33% of such optionsshall vest on April 19, 2007 and an additional 33.33% of such options shallvest on April 19, 2008; provided, however, that in the event (A)of a Change in Control or (B) the Employee’s employment is terminated by (I)the Company without Cause pursuant to Section 4(d) or (II) the Employeefor Good Reason pursuant to Section 4(e), all options that would haveotherwise vested within the 12 months following the date of such event shallaccelerate and immediately vest and become exercisable in full on the earliestof the date of the Change in Control or the date of the Employee’s terminationpursuant to Sections 4(b) and (c), as applicable.  The remaining options shall vest or terminateas otherwise set forth in the award agreement or other applicabledocument.  The term of the EmploymentOption will be 10 years from the date of grant.

 

(iii)          For purposes of this Agreement, a “Changein Control” shall mean:

 

(A)          the acquisition by any individual,entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of theSecurities Exchange Act of 1934, as amended

 

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(the “Exchange Act”))(a “Person”) of “beneficial ownership” (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 25% or more of (I) the then-outstandingshares of Common Stock (the “Outstanding Company Common Stock”), or (II)the combined voting power of the then-outstanding voting securities ofUni-Pixel generally entitled to vote in the election of directors (the “OutstandingCompany Voting Securities”) regardless of whether such acquisition is as aresult of the issuance of securities by Uni-Pixel to such Person, by suchPerson acquiring such shares publicly or in private sales (or in anycombination of acquisitions or public or private sales or both), or otherwise; provided,however, that the following shall not constitute a Change inControl:  (a) any issuance or acquisitionof securities of Uni-Pixel whereby the Employee (including his affiliates)reaches or exceeds such 25% threshold, or (b) any acquisition by any employeebenefit plan (or related trust) sponsored or maintained by Uni-Pixel or anyentity controlled by Uni-Pixel;

(B)           approval by the stockholders ofUni-Pixel of a reorganization, merger, consolidation or other businesscombination (collectively, a “Business Combination”), unless followingsuch Business Combination more than 50% of, respectively, the then-outstandingshares of common stock of the entity resulting from such Business Combinationand the combined voting power of the then-outstanding voting securities of suchentity generally entitled to vote in the election of directors is thenbeneficially owned, directly or indirectly, by all or substantially all of theindividuals and entities who were the beneficial owners, respectively, of theOutstanding Company Common Stock and Outstanding Company Voting Securitiesimmediately prior to such Business Combination in substantially the sameproportions as their ownership, immediately prior to such Business Combination,of the Outstanding Company Common Stock and Outstanding Company VotingSecurities, as the case may be; and

 

(C)           (I) approval by the stockholdersof Uni-Pixel of a complete liquidation or dissolution of Uni-Pixel or(II) the first to occur of (a) the sale or other disposition (in onetransaction or a series of related transactions) of all or substantially all ofthe assets of Uni-Pixel, or (b) the approval by the stockholders ofUni-Pixel of any such sale or disposition.

 

(d)           Withholdingand Employment Tax.  Payment of allcompensation hereunder shall be subject to customary withholding tax and otheremployment taxes as may be required with respect to compensation paid by anemployer to an employee.

 

(e)           Disability.  The Company shall, to the extent suchbenefits can be obtained at a reasonable cost, provide the Employee withdisability insurance benefits of at least 40% of his gross Base Salary permonth.  In the event of the Employee’sDisability (as hereinafter defined), the Employee and his family shall continueto be covered by all of the Company’s employee welfare benefit plans describedunder Section 2(c), at the Company’s expense, to the extent such benefitscan be obtained at a reasonable cost or may, by law, be provided, for thelesser of the term of such Disability and 24 months, in accordance with theterms of such plans.

 

(f)            Death.  The Company shall, to the extent suchbenefits can be obtained at a reasonable cost, provide the Employee with lifeinsurance benefits in the amount of at least $1,000,000.  In the event of the Employee’s death, theEmployee’s family shall continue to be

 

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covered by all of theCompany’s employee welfare benefit plans described under Section 2(c),at the Company’s expense, to the extent such benefits can be obtained at areasonable cost or may, by law, be provided, for 12 months following theEmployee’s death in accordance with the terms of such plans.

 

(g)           Vacation.  The Employee shall receive 4 weeks ofvacation annually, administered in accordance with the Company’s existingvacation policy.

 

3.             BusinessExpenses.  The Company shall pay orreimburse the Employee for all reasonable travel, business and entertainmentexpenses incurred by or necessary for the Employee to perform his duties underthis Agreement in accordance with such policies and procedures as the Companymay from time to time establish for senior officers and subject to the Company’snormal requirements with respect to reporting and documentation of suchexpenses.

 

4.             Termination ofEmployment.  Notwithstanding anyother provision of this Agreement, the Employee’s employment with the Companymay be terminated as set forth below:

 

(a)           Termination by Mutual Agreement.  The Employee’s employment with the Companymay be terminated at anytime by, and upon the terms and conditions of, a mutualwritten agreement between the parties.

 

(b)           Termination for Cause.  The Employee’s employment with the Companymay be terminated by the Company for Cause. The date of termination for Cause shall be the date the Company sendsthe Employee a written notice to such effect specifying the reason(s) for thetermination for Cause.  For purposes ofthis Agreement, “Cause” shall mean any one of the following: (i) arrestof the Employee for committing a felony or crime or moral turpitude; (ii) theEmployee having committed acts or omissions constituting gross negligence orwillful or wanton misconduct with respect to the Company; (iii) the Employeehaving committed any act of fraud, embezzlement or misappropriation involvingthe Company; (iv) the Employee having committed a material act of dishonesty inconnection with his employment as determined by the Board; (v) the Employeehaving intentionally engaged in any activity that the Employee knows or hasreason to know is in conflict with or materially adverse to the interests ofthe Company; (vi) the Employee having committed acts or omissions constitutinga material breach of this Agreement; or (vii) the Employee having committed anywillful or material violation of, or willful or material noncompliance with,any securities law, rule or regulation or stock exchange listing rule relatingto or affecting the Company, including without limitation (A) if the Employeehas undertaken to provide any chief executive officer or principal executiveofficer certification required under the Sarbanes-Oxley Act of 2002, includingthe rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”),without taking reasonable and appropriate steps to determine whether or not thecertificate was accurate or otherwise in compliance with the requirements ofthe Sarbanes-Oxley Act, or (B) if the Employee fails to establish andadminister effective systems and controls necessary for Uni-Pixel to timely andaccurately file reports pursuant to Section 13 or 15(d) of the ExchangeAct.  In the event of any terminationunder this Section 4(b), the Company shall pay all amounts of BaseSalary then due to the Employee under Section 2(a) up to the payrollperiod worked but for which payment had not yet been made up to the date oftermination (but expressly excluding any bonuses or other incentivecompensation).

 

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The Company shallhave no further obligations to the Employee under this Agreement (including noobligation with respect to bonuses or other incentive compensation), and anyand all stock options granted to the Employee shall terminate according totheir terms of grant.

 

(b)           Termination for Disability.  The Employee’s employment with the Companymay be terminated by the Company in the event of the Employee’sDisability.  The date of termination forDisability shall be the date the Company sends the Employee a written notice tosuch effect.  For purposes of thisAgreement, “Disability” shall mean the inability of the Employee, in thereasonable judgment of a physician appointed by the Board, to perform hisduties of employment because of any physical or mental disability orincapacity, where such disability shall exist for an aggregate period of morethan 150 days in any 365-day period or for any period of 90 consecutivedays.  In the event of any terminationunder this Section 4(b), the Company shall (i) pay by the next payrollperiod all amounts then due to the Employee under Section 2(a) up to thepayroll period worked but for which payment had not yet been made up to thedate of termination (including bonuses then-earned or owing), and (ii) complywith its obligations under Section 2(e).

 

(c)           Termination upon Death.  The Employee’s employment with the Companyautomatically terminates on the Employee’s death.  In the event of the Employee’s death (i) theCompany will continue to pay the Employee’s heirs or beneficiaries his BaseSalary for 6 months following the date of termination (on regular payrolldates) and (ii) on the date of termination all options that would haveotherwise vested within the 12 months following the date of the Employee’sdeath shall accelerate and immediately vest and become exercisable infull.  Such options may be exercised forthe longer of (i) 12 months from the date of the Employee’s death and (ii) theexercise term of each relevant option grant. In addition, in the event of the Employee’s death, the Company shall (i)pay by the next payroll period all amounts then due to the Employee under Section2(a) up to the payroll period worked but for which payment had not yet beenmade up to the date of termination (including bonuses then-earned or owing),and (ii) comply with its obligations under Section 2(f).

 

(d)           Terminationwithout Cause.  The Employee’semployment with the Company may be terminated by the Company, in the absence ofCause, for any reason and in its sole and absolute discretion, provided that insuch event the Company shall continue to pay to the Employee the Base Salary(on regular payroll dates) for six months from the date of termination (the “TerminationPayments”) plus any bonuses then-earned or owing on the date oftermination.  * *On the date of termination, all options thatwould have otherwise vested within the 12 months following the date oftermination shall accelerate and immediately vest and become exercisable in full.  Suchoptions may be exercised for the longer of (i) 12 months from the date oftermination and (ii) the exercise term of each relevant option grant.  Finally, during any period in whichTermination Payments are required to be paid, the Company shall continue thebenefits for the Employee and his family provided for under Section 2 atno cost to the Employee.

 

(e)           Terminationby the Employee for Good Reason. The Employee’s employment with the Companymay be terminated by the Employee for Good Reason. “Good Reason” shallbe deemed to exist: (i) if the Employee is assigned any duties materiallyinconsistent with the duties or responsibilities contemplated by thisAgreement; (ii) if the

 

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Company shall havecontinued to fail to comply with any material provision of this Agreement aftera 30-day period to cure (if such failure is curable) following written noticeby the Employee to the Company of such non-compliance; (iii) upon a Change inControl; or (iv) if the Company requires that the Employee be based at anylocation other than Austin, Texas or Houston, Texas (or the suburban area ofeither).  In the event of any terminationunder this Section 4(e), the Company shall pay the Termination Paymentsplus any bonuses then-earned or owing on the date of termination to theEmployee in the same amount and manner as under Section 4(d).  On the dateof termination, all options that would have otherwise vested within the12 months following the date of termination shall accelerate and immediatelyvest and become exercisable in full.  Such options may be exercised for thelonger of (i) 12 months from the date of termination and (ii) the exercise termof each relevant option grant.  Finally,during any period in which Termination Payments are required to be paid, theCompany shall continue the benefits for the Employee and his family providedfor under Section 2 at no cost to the Employee.

 

5.             Non-Competition.  During the Employment Term and for two yearsfollowing termination of the Employee’s employment with the Company for anyreason, the Employee shall not, within any state in which the Company or anysubsidiary of the Company is duly qualified to do business or in any state inwhich the Company is then providing services or marketing its services (orengaged in active discussions to provide such services), or within a 100 mileradius of any such state, directly or indirectly own any interest in, manage,control, participate in, consult with, render services for, advise, or in anymanner engage in any business engaged in by the Company or for which theCompany is developing (or engaged in active discussions to develop) a productor service, whether as an officer, director, stockholder, consultant, investor,agent or otherwise (unless the Board shall have authorized such activity andthe Company shall have consented thereto in writing).  Passive investments in less than 5% of theoutstanding securities of any entity subject to the reporting requirements ofSection 13 or Section 15(d) of the Exchange Act, shall not be prohibited bythis Section 5.  The provisions ofthis Section 5 are subject to the provisions of Section 14.

 

6.             Inventions andConfidential Information.  Theparties hereto recognize that a major need of the Company is to preserve itsspecialized knowledge, trade secrets and confidential information.  The strength and good will of the Company isderived from the specialized knowledge, trade secrets, and confidential informationgenerated from experience with the activities undertaken by the Company.  The unauthorized disclosure of thisinformation and knowledge to competitors would be beneficial to suchcompetitors and detrimental to the Company, as would the disclosure of non-publicinformation about the marketing practices, pricing practices, costs, profitmargins, design specifications, development and business plans, analyticaltechniques and similar items of the Company. The Employee acknowledges that specific proprietary information andnon-public data obtained by him while employed by the Company concerning thebusiness or affairs of the Company are the property of the Company.  By reason of his being a senior executive ofthe Company, the Employee has or will have access to, and has obtained or willobtain, trade secrets and confidential information about the Company’soperations, which operations extend throughout the United States.  Therefore, subject to the provisions of Section14, the Employee hereby agrees as follows, recognizing that the Company isrelying on these agreements in entering into this Agreement:

 

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# (a)           During theEmployment Term and for three years following termination of the Employee’semployment with the Company for any reason, the Employee will not use, discloseto others, or publish or otherwise make available to any other party (otherthan in furtherance of his obligations hereunder) any non-public orconfidential business information about the business and affairs of theCompany, including but not limited to confidential information concerning theCompany’s products, methods, engineering designs and standards, analyticaltechniques, technical information, customer information, employee information,inventions and other confidential information acquired by him in the course ofhis past or future services for the Company during the Employment Term.  The Employee agrees to hold as the Company’sproperty all books, papers, letters, formulas, memoranda, notes, plans,records, reports, computer tapes, printouts, software and other documents, andall copies thereof and therefrom, relating to the Company’s business andaffairs conducted by him as President of Uni-Pixel, whether made by him orotherwise coming into his possession or control, and on termination of hisemployment, or upon demand of the Company, at any time after termination of hisemployment, to deliver the same to the Company.

 

# (b)           During theEmployment Term and for 18 months following termination of the Employee’semployment with the Company for any reason, the Employee will not (i) directlyor indirectly, including through an entity or agent, induce or otherwiseattempt to influence any employee of the Company to leave the Company’s employ,(ii) hire, cause to be hired or induce a third party to hire, any such employee(unless the Board shall have authorized such employment and the Company shallhave consented thereto in writing) or in any way materially interfere with therelationship between the Company and any employee thereof, or (iii) induce orattempt to induce any customer, supplier, licensee, licensor or other businessrelation of the Company to cease or otherwise limit doing business with theCompany or in any way materially interfere to the detriment of the Company withthe relationship between any such customer, supplier, licensee or businessrelation of the Company.

 

7.             Indemnification.  The Company will indemnify (and advance thecosts of defense of) the Employee (and his legal representatives) to thefullest extent permitted by the laws of the state in which Uni-Pixel isincorporated, as in effect at the time of the subject act or omission, or bythe Certificate of Incorporation and Bylaws of Uni-Pixel, as in effect at suchtime or on the date of this Agreement, whichever affords greater protection tothe Employee, and the Employee shall be entitled to the protection of anyinsurance policies the Company may elect to maintain generally for the benefitof its employees, officers and directors, against all judgments, damages,claims, liabilities, costs, charges and expenses whatsoever incurred orsustained by him or his legal representative in connection with any action,suit or proceeding to which he (or his legal representatives or othersuccessors) may be made a party by reason of his being or having been anemployee, officer or director of Uni-Pixel or any of its subsidiaries exceptthat Uni-Pixel shall have no obligation to indemnify the Employee forliabilities resulting from conduct of the Employee with respect to which acourt of competent jurisdiction has made a final non-appealable determinationthat the Employee committed gross negligence or willful misconduct (whether inhis capacity as an employee or director) or would not, by law, be entitled toindemnity.

 

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8.             LitigationExpenses.  In the event of anylitigation or other proceeding between the Company and the Employee withrespect to the subject matter of this Agreement and the enforcement of therights hereunder and such litigation or proceeding results in final judgment ororder in favor of the Employee, which judgment or order is substantiallyinconsistent with the positions asserted by the Company in such litigation orproceeding, the losing party shall reimburse the prevailing party for all ofhis/its reasonable costs and expenses relating to such litigation or otherproceeding, including, without limitation, his/its reasonable attorneys’ feesand expenses.

 

9.             Consolidation;Merger; Sale of Assets; Change of Control. Nothing in this Agreement shall preclude the Company from combining,consolidating or merging with or into, transferring all or substantially all ofits assets to, or entering into a partnership or joint venture with, anothercorporation or other entity, or effecting any other kind of corporatecombination provided that the corporation resulting from or surviving suchcombination, consolidation or merger, or to which such assets are transferred,or such partnership or joint venture expressly assumes in writing thisAgreement and all obligations and undertakings of the Company hereunder. Uponsuch a consolidation, merger, transfer of assets or formation of suchpartnership or joint venture, this Agreement shall inure to the benefit of, beassumed by, and be binding upon such resulting or surviving transfereecorporation or such partnership or joint venture, and the term “Company,” asused in this Agreement, shall mean such corporation, partnership or jointventure or other entity, and this Agreement shall continue in full force andeffect and shall entitle the Employee and his heirs, beneficiaries andrepresentatives to exactly the same compensation, benefits, perquisites,payments and other rights as would have been their entitlement had such combination,consolidation, merger, transfer of assets or formation of such partnership orjoint venture not occurred.

 

10.           Survival ofObligations.  Sections 4, 5, 6, 7,8, 9, 10, 11, 12, 13 and 14 shall survive the termination for anyreason of this Agreement (whether such termination is by the Company, by theEmployee, upon the expiration of this Agreement or otherwise).

 

11.           Employee’sRepresentations.  The Employee herebyrepresents and warrants to the Company that (i) the execution, delivery andperformance of this Agreement by the Employee do not and shall not conflictwith, breach, violate or cause a default under any material contract,agreement, instrument, order, judgment or decree to which the Employee is aparty or by which he is bound, (ii) the Employee is not a party to, or boundby, any employment agreement, noncompete agreement or confidentiality agreementwith any other person or entity, and (iii) upon the execution and delivery ofthis Agreement by the Company, this Agreement shall be the valid and bindingobligation of the Employee, enforceable in accordance with its terms.  The Employee hereby acknowledges andrepresents that he has consulted with legal counsel regarding his rights andobligations under this Agreement and that he fully understands the terms andconditions contained herein.

 

12.           Company’sRepresentations.  The Company herebyrepresents and warrants to the Employee that (i) the execution, delivery andperformance of this Agreement by the Company do not and shall not conflictwith, breach, violate or cause a default under any material contract,agreement, instrument, order, judgment or decree to which the Company is aparty or by which it

 

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is bound, and (ii) upon the execution and delivery of this Agreement bythe Employee, this Agreement shall be the valid and binding obligation of theCompany, enforceable in accordance with its terms.

 

13.           Enforcement.  Because the Employee’s services are uniqueand because the Employee has access to confidential information concerning theCompany, the parties hereto agree that money damages shall not be an adequateremedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of thisAgreement that cannot be compensated with monetary damages, the Company may, inaddition to other rights and remedies existing in its favor, apply to any courtof competent jurisdiction for specific performance and/or injunctive or otherrelief in order to enforce, or prevent any violations of, the provisions hereof(without posting a bond or other security).

 

14.           Severability.  In case any one or more of the provisions orpart of a provision contained in this Agreement shall for any reason be held tobe invalid, illegal or unenforceable in any respect in any jurisdiction, suchinvalidity, illegality or unenforceability shall be deemed not to affect anyother jurisdiction or any other provision or part of a provision of thisAgreement, nor shall such invalidity, illegality or unenforceability affect thevalidity, legality or enforceability of this Agreement or any provision orprovisions hereof in any other jurisdiction; and this Agreement shall bereformed and construed in such jurisdiction as if such provision or part of aprovision held to be invalid or illegal or unenforceable had never beencontained herein and such provision or part reformed so that it would be valid,legal and enforceable in such jurisdiction to the maximum extent possible.  In furtherance and not in limitation of theforegoing, the Company and the Employee each intend that the covenantscontained in Sections 5 and 6 shall be deemed to be a series ofseparate covenants.  If, in any judicialproceeding, a court shall refuse to enforce any of such separate covenants, thensuch unenforceable covenants shall be deemed eliminated from the provisionshereof for the purpose of such proceedings to the extent necessary to permitthe remaining separate covenants to be enforced in such proceedings.  If, in any judicial proceeding, a court shallrefuse to enforce any one or more of such separate covenants because the totaltime, scope or area thereof is deemed to be excessive or unreasonable, then itis the intent of the parties hereto that such covenants, which would otherwisebe unenforceable due to such excessive or unreasonable period of time, scope orarea, be enforced for such lesser period of time, scope or area as shall bedeemed reasonable and not excessive by such court.

 

15.           Entire Agreement;Amendment.  This Agreement containsthe entire agreement between the Company and the Employee with respect to thesubject matter hereof.  This Agreementmay not be amended, waived, changed, modified or discharged except by aninstrument in writing executed by or on behalf of the party against whomenforcement of any amendment, waiver, change, modification or discharge issought.  No course of conduct or dealingshall be construed to modify, amend or otherwise affect any of the provisionshereof.

 

16.           Notices.  All notices, requests, demands and othercommunications hereunder shall be in writing and shall be deemed to have beenduly given if physically delivered, delivered by express mail or otherexpedited service or upon receipt if mailed, postage prepaid, via registeredmail, return receipt requested, addressed as follows:

 

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| (a)           To the Company:                                                                                                                                                                  |   | (b)           To the Employee:                                                                                                                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                             |
| Uni-Pixel, Inc.                                                                                                                                                                                                                                  |   | James A. Tassone                                                                                                                                                                                                                                 |
| 11940 Jollyville Rd., Suite 200N                                                                                                                                                                                                                 |   |                                          |
| Austin, Texas 77004                                                                                                                                                                                                                              |   |                                          |
| Facsimile:                                                                                                                                                  |   |                                          |
|                                                                                                                                                                                                                                             |   | Facsimile:                                                                                                                         |
|                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                             |
| With a copy to:                                                                                                                                                                                                                                  |   | With a copy to:                                                                                                                                                                                                                                  |
|                                          |   |                                          |
|                                          |   |                                          |
|                                          |   |                                          |
|                                          |   |                                          |
| Facsimile:                                                                                                                    |   | Facsimile:                                                                                                                    |

 

and/or to such other persons and addresses as any party shall havespecified in writing to the other.

 

17.           Assignability.  This Agreement shall not be assignable byeither party and shall be binding upon, and shall inure to the benefit of, theheirs, executors, administrators, legal representatives, successors and assignsof the parties.  In the event that all orsubstantially all of the business of the Company is sold or transferred, thenthis Agreement shall be binding on the transferee of the business of theCompany whether or not this Agreement is expressly assigned to the transferee.

 

18.           Governing Law.  This Agreement shall be governed by andconstrued under the laws of the State of Texas without regard to conflict oflaws principles.

 

19.           Waiver andFurther Agreement.  Any waiver of anybreach of any terms or conditions of this Agreement shall not operate as awaiver of any other breach of such terms or conditions or any other term orcondition, nor shall any failure to enforce any provision hereof operate as awaiver of such provision or of any other provision hereof.  Each of the parties hereto agrees to executeall such further instruments and documents and to take all such further actionas the other party may reasonably require in order to effectuate the terms andpurposes of this Agreement.

 

20.           Headings of NoEffect.  The Section headingscontained in this Agreement are for reference purposes only and shall not inany way affect the meaning or interpretation of this Agreement.

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement effective as of the date first above written.

 

 
|   |   |   | **COMPANY:**     |
|--------|--------|--------|------------------|
|   |   |   |             |
|   |   |   | UNI-PIXEL, INC.  |
|   |   |   |             |
|   |   |   |             |
|   |   |   | By:              |   |   |   |
|   |   |   | Name:            |   |   |   |
|   |   |   | Title:           |   |   |   |
|   |   |   |             |   |   |
|   |   |   |             |   |   |
|   |   |   | **EMPLOYEE:**    |   |   |
|   |   |   |             |   |   |
|   |   |   |             |   |   |
|   |   |   | James A. Tassone |   |   |
|        |        |        |                  |  |  |  |  |  |

 

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