Unassociated Document


    
      


      EMPLOYMENT
AGREEMENT

      


      THIS
EMPLOYMENT AGREEMENT (the “Agreement”), made this 15th day of
May, 2009, is entered into by Image Metrics Inc., a Delaware corporation (“Image
Metrics” or the “Company”), and Ron Ryder, an individual residing at 5552
Evening Sky Drive, Simi Valley CA, 93063 (the “Employee”).

      


      WHEREAS,
the Company desires to employ the Employee and the Employee desires to be
employed by the Company;

      


      NOW.
THEREFORE, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree as
follows:

      


      
        	
                1.

              	
                Employment by Company.
      The Company hereby agrees to employ the Employee, and the Employee
      hereby accepts employment with the Company, upon the terms set forth in
      this Agreement, as of May 15, 2009 (the “Effective Date”) and ending in
      accordance with the provisions set forth in Paragraph 4
    below.

              


      

      


      
        	
                2.

              	
                Title and Capacity.
      The Employee shall serve as the Company’s Chief Financial Officer
      and shall be responsible for the Company’s accounting and finance
      functions as well as operations management duties undertaken by Image
      Metrics Limited, which is Image Metric’s Parent Company (the “Parent
      Company”). In this role, the Employee also shall perform such duties and
      services, consistent with his position as an executive officer of the
      Company, as may be assigned to him from time to time by the Company. The
      Employee agrees to devote his entire business time, loyalty, attention and
      energies to the business and interests of the Company during his
      employment with the Company, and understands and agrees that he will be
      based at the Company’s Santa Monica office. Provided that he notifies the
      Company in advance, the Employee, however, shall have the right to sit on
      the boards of other companies which the Company, in its sole discretion,
      determines are not competitive with the Company or the Parent Company, and
      to continue to engage in consulting and advisory activities provided these
      do not require more than one business day during any one given month. The
      Employee agrees to abide by the rules, regulations, instructions,
      personnel practices and policies of the Company and any changes therein
      that may be adopted from time to time by the Company, provided that the
      Employee has been made aware of any such rules, regulations, instructions,
      personnel practices, and/or
policies.

              


      

      


      
        	
                3.

              	
                Compensation and
      Benefits.

              


      

      


      
        	
                 
      

              	
                a.

              	
                Salary. The
      Company shall pay the Employee an annualized base salary of $225,000.
      Twelve (12) months after his Effective Date the Employee’s annualized base
      salary shall be reviewed.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                b.

              	
                Equity. The
      Employee shall be granted options to purchase ordinary shares of the
      Parent Company (the “Option”) equal to 1.5% of the fully diluted shares
      outstanding as of the execution date of this agreement at a per share
      option exercise price equal to the fair market value of the Parent
      Company’s ordinary shares on the execution date of this agreement. The
      Option shall become exercisable (“vest”) as follows: one sixth vesting 180
      days from the date of the agreement, the remaining five sixths in equal
      amounts over thirty (30) months from the 181st
      day following the date of this agreement. No vesting shall occur after
      termination of employment. The Option will be subject to all the terms,
      conditions and termination provisions of the agreement under which it is
      granted (the agreement must be executed by both parties to effect the
      grant). The Employee agrees that he will provide all securities laws and
      investment representations as the Company and/or the Parent Company
      require prior to the grant of the Option. The Employee agrees to indemnify
      and keep indemnified the Company and the Parent Company against all taxes
      and social security costs which may arise in connection with the grant,
      holding or exercise of the Option.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Fringe
      Benefits. The Employee shall immediately be eligible to participate
      in all benefit programs that the Company establishes and makes available
      to its employees. The Company will pay the full cost of medical coverage
      comparable to coverage currently provided to the Company’s executive
      officers.

              


      

      


      
        	
                 
      

              	
                d.

              	
                Paid Days Off.
      The Employee shall be eligible for up to twenty (20) days of Paid Days Off
      (PDO) per calendar year to be taken at such times as may be approved in
      advance by the CEO or his designee, which approval shall not be
      unreasonably withheld. The number of PDO for which the Employee is
      eligible shall accrue at the rate of 2.08 days per month that he is
      employed during such calendar year. PDO accrual will be capped at 1.75
      times the Employee’s annual PDO accrual. When the Employee’s accrued PDO
      reaches the cap, the Employee will not accrue additional PDO time until
      some of the previously accrued PDO is used and the accrued amount falls
      below the cap.

              


      

      


      
        	
                 
      

              	
                e.

              	
                Sick Leave. In
      the event a serious health condition, as defined below, makes the Employee
      unable to perform the essential functions of his position, with or without
      any reasonable accommodation, the Company shall continue to pay the
      Employee for up to six (6) months in any one (1) year. If the Employee
      remains unable to perform the essential functions of his position for more
      than six (6) months, he shall be deemed to have a “disability” as defined
      in Paragraph 4(d) of this
Agreement.

              


      

      


      
        	
                 
      

              	
                i.

              	
                A
      “serious health condition” means an illness, injury, impairment, or
      physical or mental condition that involves one of the
      following:

              


      

      


      
        	
                 
      

              	
                1.

              	
                Inpatient
      care in a hospital, hospice, or residential medical care facility,
      including any period of incapacity or subsequent treatment in connection
      with or consequence to such inpatient
care.

              


      

      


      
        	
                 
      

              	
                2.

              	
                A
      period of incapacity of more than three consecutive calendar days
      (including any subsequent treatment or period of incapacity relating to
      the same condition), that also involves: A) Treatment two or more times by
      a health care provider; or B) Treatment by a health care provider on at
      least one occasion which results in a regimen of continuing treatment
      under the supervision of the health care
  provider.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                3.

              	
                A
      chronic condition which: A) Requires periodic visits for treatment by a
      health care provider; B) Continues over an extended period of time; and C)
      May cause episodic rather than a continuing period of
      incapacity.

              


      

      


      
        	
                 
      

              	
                4.

              	
                A
      period of incapacity which is permanent or long-term due to a condition
      for which treatment may not be
effective.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Any
      period of absence to receive multiple treatments (including any period of
      recovery there from) by a health care provider either for restorative
      surgery after an accident or other injury, or for a condition that would
      likely result in a period of incapacity of more than three calendar days
      in the absence of medical intervention or
  treatment.

              


      

      


      
        	
                 
      

              	
                ii.

              	
                The
      Company retains the right to make an independent assessment of whether an
      injury, illness, or impairment involving certain medical treatment
      constitutes a “serious health condition” and the Employee will cooperate
      with such evaluation.

              


      

      


      
        	
                 
      

              	
                f.

              	
                Discretionary Annual
      Performance Bonus. In order to serve as an incentive to the
      Employee, following the end of each fiscal year in which the Employee is
      employed by the Company and subject to the approval of the Company’s Board
      of Directors, the Employee is eligible for a bonus of up to thirty percent
      (15%) of his annualized base salary, provided that he meets the targets or
      objectives set forth in his bonus plan, as determined by the Company in
      its sole discretion. The Employee must be an active employee of the
      Company on the date any bonus is distributed in order to be eligible for
      and to earn any bonus award. The Company will distribute bonus and awards
      90 days from the fiscal year end.

              


      

      


      
        	
                 
      

              	
                g.

              	
                Withholdings.
      All compensation payable to the Employee shall be subject to applicable
      withholdings and taxes.

              


      

      


      
        	
                4.

              	
                Employment
      Termination. The Employee’s employment by the Company pursuant to
      this Agreement shall terminate upon the death or disability of the
      Employee. For purposes of this Agreement, the term “disability” shall mean
      a determination by a physician of the Company’s choosing that the Employee
      is unable to perform the essential functions of his position by reason of
      any mental or physical illness or impairment, with or without any
      reasonable accommodation, for a period greater than six (6) months during
      any 360-day period.

              


      

      


      
        	
                5.

              	
                Payment upon
      Termination. Upon the termination of his employment, the Employee
      (or the beneficiary or his estate, in the event of his death) shall be
      entitled to receive earned but unpaid salary and accrued but unused PDO
      earned through his last day worked.

              


      

      


      
        	
                 
      

              	
                a.

              	
                If
      the Employee is terminated by the Company, without cause, the Employee
      will continue to receive his base salary for 120 days after the
      termination date. The Company shall be deemed to have terminated the
      Employee for “Cause” in the event that he has engaged in or committed (i)
      willful misconduct, gross negligence, theft or fraud; (ii) any willful act
      that has the effect of materially injuring the reputation, business or a
      business relationship of the Company; (iii) breach of any material term of
      this Agreement, or (iv) failure to perform against Company and Employee
      goals. In the event the Company determines that Cause for termination
      exists based on any of the foregoing grounds and such grounds are curable,
      the Employee shall be given thirty (30) days to cure such Cause. After the
      expiration of any such cure period, the Company shall make a determination
      as to whether Employee has cured such ground for termination for
      Cause.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                Proprietary and
      Confidential Information, Developments and Non-Solicitation
      Agreement. As a condition of employment, the Employee shall execute
      the Proprietary and Confidential Information, Developments and
      Non-Solicitation Agreement provided to him by the Company. The provisions
      of such Proprietary and Confidential Information, Developments and
      Non-Solicitation Agreement shall survive the termination of this
      Agreement.

              


      

      


      
        	
                7.

              	
                No Conflict or Other
      Agreements. The Employee represents that he has disclosed or is not
      bound by any employment contracts, restrictive covenants or other
      restrictions that prevent him from entering into employment with, or
      carrying out his responsibilities for, the Company, or which are in any
      way inconsistent with any of the terms of this
  Agreement.

              


      

      


      
        	
                8.

              	
                Amendment. This
      Agreement may be amended or modified only by a written instrument executed
      by both the Company and the
Employee.

              


      

      


      
        	
                9.

              	
                Governing Law.
      This Agreement shall be governed by and construed in accordance with the
      laws of the State of California (without reference to the conflict of laws
      provisions thereof). Any action, suit or other legal proceeding arising
      under or relating to any provision of this Agreement shall be commenced
      only in a court of the State of California (or, if appropriate. a federal
      court located within the State of California), and the Company and the
      Employee each consents to the jurisdiction of such a court. The Company
      and the Employee each hereby irrevocably waive any right to a trial by
      jury in any action, suit or other legal proceeding arising under or
      relating to any provision of this
Agreement.

              


      

      


      
        	
                10.

              	
                Successors and
      Assigns. This Agreement shall be binding upon and inure to the
      benefit of both parties and their respective successors and assigns,
      including any corporation with which or into which the Company may be
      merged or which may succeed to its assets or business; provided, however,
      that the obligations of the Employee are personal and shall not be
      assigned by him.

              


      

      


      
        	
                11.

              	
                Acknowledgment.
      The Employee states and represents that he has had an opportunity to fully
      discuss and review the terms of this Agreement with an attorney. The
      Employee further states and represents that he has carefully read this
      Agreement, understands the contents herein, freely and voluntarily assents
      to all of the terms and conditions hereof, and signs his name of his own
      free act.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                12.

              	
                Miscellaneous.

              


      

      


      
        	
                 
      

              	
                a.

              	
                No
      delay or omission by the Company or Employee in exercising any right under
      this Agreement shall operate as a waiver of that or any other right. A
      waiver or consent given by the Company or Employee on any one occasion
      shall be effective only in that instance and shall not be construed as a
      bar to or waiver of any right on any other
  occasion.

              


      

      


      
        	
                 
      

              	
                b.

              	
                The
      captions of the sections of this Agreement are for convenience of
      reference only and in no way define, limit or affect the scope or
      substance of any section of this
Agreement.

              


      

      


      
        	
                 
      

              	
                c.

              	
                In
      case any provision of this Agreement shall be invalid, illegal or
      otherwise unenforceable, the validity, legality and enforceability of the
      remaining provisions shall in no way be affected or impaired
      thereby.

              


      

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year set forth above.

       

       

      IMAGE
METRICS INC.

      
        


        
          	
                  By:  
      

                	
                  /s/ Michael Starkenburg

                
	 
      	
                  Michael
      Starkenburg

                
	
                   
      

                	
                  Chief
      Executive Officer

                


        

         

         

        EMPLOYEE

        


        
          	
                  /s/ Ron Ryder

                
	
                  Ron
      Ryder