Exhibit 10.1
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this "Agreement") is made and entered into as of the
11th day of September, 2007, but effective as of the 31st day of August, 2007
(the "Termination Date"), by and between Uni-Pixel, Inc., a Delaware corporation
(the "Company"), and Frank DeLape ("Executive").
RECITALS
WHEREAS, Executive currently serves as the executive Chairman of the Board of
the Company pursuant to an Employment Agreement dated as of March 5, 2005 (the
"Employment Agreement"), between the Company and Executive; and
WHEREAS, the Company and Executive mutually desire to terminate the employment
relationship between the Company and Executive on the terms and conditions
contained herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein set forth, the parties do hereby agree as follows:
1.
RESIGNATION.
EXECUTIVE HEREBY RESIGNS FROM THE COMPANY AS
EXECUTIVE CHAIRMAN OF THE BOARD EFFECTIVE UPON THE TERMINATION DATE AND,
ACCORDINGLY, ALL TERMS, RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE
EMPLOYMENT AGREEMENT SHALL BE TERMINATED AS OF SUCH DATE, EXCEPT THAT THE
NON-QUALIFIED STOCK OPTION TO PURCHASE 600,000 SHARES OF THE COMPANY'S COMMON
STOCK, PAR VALUE $.001 PER SHARE, GRANTED TO EXECUTIVE PURSUANT TO
SECTION 2(C)(II) OF THE EMPLOYMENT AGREEMENT SHALL SURVIVE IN THE MANNER AND ON
THE TERMS CONTAINED IN SECTION 3(C) HEREOF.
2.
CHAIRMAN OF THE BOARD.
FOLLOWING THE TERMINATION DATE, EXECUTIVE
WILL REMAIN THE NON-EXECUTIVE CHAIRMAN OF THE BOARD FOR AS LONG AS HE REMAINS A
DIRECTOR OF THE COMPANY.
FOLLOWING THE TERMINATION DATE, THE EXECUTIVE WILL
RECEIVE ALL OF THE BENEFITS AFFORDED ALL OF THE OTHER NON-EXECUTIVE MEMBERS OF
THE COMPANY'S BOARD OF DIRECTORS, INCLUDING THE MONTHLY RETAINER PAYMENT (WHICH
IS CURRENTLY $3,333.33 PER MONTH), PAYABLE ON THE FIRST DAY OF EACH MONTH THAT
EXECUTIVE SERVES AS A DIRECTOR (THE FIRST OF WHICH IS FOR THE MONTH OF SEPTEMBER
2007 AND IS PAYABLE ON THE DATE OF THIS AGREEMENT).
3.
COMPENSATION; SEVERANCE BENEFITS.
(A)
ON THE NEXT REGULARLY SCHEDULED PAYDAY FOR THE PAY CYCLE DURING
WHICH THE TERMINATION DATE FALLS, THE COMPANY SHALL PAY TO THE EXECUTIVE HIS
BASE SALARY (AS DEFINED IN THE EMPLOYMENT AGREEMENT) THROUGH THE TERMINATION
DATE AT THE RATE CURRENTLY IN EFFECT UNDER THE EMPLOYMENT AGREEMENT, LESS ANY
TAXES WITHHELD PURSUANT TO SECTION 8 BELOW, AND SHALL REIMBURSE EXECUTIVE FOR
ALL REASONABLE AND NECESSARY EXPENSES INCURRED BY EXECUTIVE PRIOR TO THE
TERMINATION DATE IN FURTHERANCE OF HIS EMPLOYMENT BY THE COMPANY; PROVIDED, THAT
EXECUTIVE SHALL PROVIDE THE COMPANY WITH WRITTEN DOCUMENTATION EVIDENCING SUCH
EXPENSES AT LEAST FIVE (5) DAYS PRIOR TO THE DATE OF PAYMENT THEREFOR.
THEREAFTER, EXCEPT AS PROVIDED IN SECTION 1 ABOVE, THE
COMPANY SHALL HAVE NO FURTHER OBLIGATIONS TO EXECUTIVE UNDER THE EMPLOYMENT
AGREEMENT, INCLUDING THE PAYMENT OF ANY ANNUAL BONUS.
(B)
IN CONSIDERATION OF EXECUTIVE'S SERVICE TO THE COMPANY THROUGH THE
TERMINATION DATE AND THE RELEASE OF ALL CLAIMS THAT MAY EXIST AGAINST THE
COMPANY IN CONNECTION WITH HIS EMPLOYMENT AS PROVIDED IN SECTION 7(A) HEREOF, ON
THE EIGHTH (8TH) DAY FOLLOWING EXECUTIVE'S EXECUTION OF THIS