EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

This Executive Employment Agreement (“Agreement”) is made by and between Robert T. DeVincenzi (the “Employee”) and LaserCard Corporation, a Delaware corporation (the "Company") (collectively the “Parties”) effective as of the later of the dates it is signed on behalf of the Employee and the Company as indicated under Authorized Signatures below (the “Effective Date”).

RECITAL

The Employee is currently employed by the Company as its President, Chief Executive Officer and Director.  The Employee and the Company have entered into various agreements that affect the terms and conditions of the relationship between the Parties, including without limitation an agreement entitled Employee Agreement dated May 20, 2008 (the “Intellectual Property Agreement”) attached as Exhibit D and the Company’s Employee Handbook and the policies concerning such matters as insider trading and foreign corrupt practices. The Employee and the Company wish to continue this relationship subject to the terms and conditions contained in this Agreement.

AGREEMENT

Based upon the facts and premises contained in the above RECITAL and in consideration of the mutual promises below, and intending to be legally bound, the Company and the Employee agree as follows:

1.            Employment .

The Company shall employ the Employee, and the Employee shall serve the Company as President, Chief Executive Officer and Director.

2.            Duties and Responsibilities .

The Employee's primary duties and responsibilities will be those generally associated with the position of President and Chief Executive Officer, as well as Corporate Director.  The Employees shall perform such other duties as he may be assigned from time to time by the Company’s Chairman of the Board, Vice Chairman of the Board, or its Board of Directors.

3.            Compensation .

3.1.            Base Salary .

The Employee is to receive base salary to be paid to the Employee through the Company’s normal payroll.  Employee’s current base salary is at the per annum rate of three hundred thirty thousand dollars ($330,000).  The Company acting through its Compensation Committee will evaluate the base salary of the Employee on an annual basis and may increase or decrease the Employee’s then current salary rate, provided that a reduction may result in the Employee’s ability to resign for Good Reason as defined in Exhibit A.

3.2.            Bonuses .

At the discretion of the Company’s board of directors, the Company may institute a management bonus plan in which Employee will participate along with other members of the Company’s senior management.  The amount and terms of the Employee’ or any other incentive compensation plan or program may be changed prospectively at the sole discretion of the Company at any time.  The Employee’s annual bonus objective will be targeted at 60% of the annual base compensation.

3.3.            Stock Options and Other Equity Awards .

The Employee has been granted multiple stock options and one restricted stock award, all of which remain in full force and effect according to their terms, and the Employee may in the future be issued further stock options or shares of restricted stock or other equity awards. The Company has adopted a policy guideline attached as Exhibit C describing how the board of directors intends to exercise its judgment to make arrangements as to stock options should certain mergers and acquisitions involving the Company occur.  The Company and Employee agree, notwithstanding such policy guideline, that unless otherwise agreed to by both the Company and Employee:

a.  In the event that the Company is acquired (that is, there is a merger or sale of all or substantially all of its assets such that thereafter Company stockholders prior to such event own less than half of the outstanding voting stock of the surviving entity by virtue of their Company shares) then unless the Employee resigns as an employee of the successor to the Company (whether for any or no reason) within four (4) months after such acquisition, then all of Employee’s unvested options or restricted stock shall vest in full on the first to occur of the date four (4) months after such acquisition and the date of a termination of the Employee as an employee of the successor to the Company (for any or no reason).  The exception to this relates to the Market Performance share options.  These options will vest upon achievement of the valuation triggers identified in the option grant based upon the purchase price of the Company of if in the event the surviving entity is LaserCard, then the greater of the market valuation of the stock price at the time of the merger or any closing day stock price during the next sixty days.

b.  In the event that the Company acquires all or substantially all of the stock or assets of another entity (whether by merger or otherwise) and either an employee at such other entity takes Employee’s position within twelve months after such acquisition, or the Company decides to hire a new person to fill Employee’s position within twelve months after such acquisition, then all of Employee’s unvested options or restricted stock shall vest in full if the Employee resigns or is terminated within the following two months for any or no reason.

Section 3.3a pertains to an “Acquisition of the Company” and Section 3.3b pertains to an “Acquisition by the Company”.

4.            Benefits and Expenses .

The Employee will be entitled to participate in all Company sponsored benefit and insurance programs to the extent that such benefits are offered generally to the Company’s employees in similar positions, with similar seniority.

The Company shall reimburse the Employee, in accordance with the Company's policy, for all reasonable expenses incurred by the Employee in connection with the performance of the Employee's duties, upon presentation of appropriate vouchers covering such expenses.

Employee will be entitled to paid time off (vacation, sick time, paid holidays, etc.) to the extent that such benefits are offered generally to the Company's employees in similar positions, with similar seniority.

The term of this Agreement (the “Term”) begins on the Effective Date and expires on the date five (2) years after the Effective Date; provided, however, that:

i.  if there has been an Acquisition of or by the Company prior to the expiration of the Term, then this Agreement shall not expire until five (5) years after such Acquisition;

ii.  if the employment of Employee has been terminated during the Term, then the provisions of Sections 6.3 through 6.5 and Sections 7 and 8 shall continue for two (2) years after such employment termination; and

iii.  if neither (i) or (ii) apply, then at the request of either party, the parties will confer during the thirty (30) days prior to the expiration of the Term to determine if they wish to extend the Term of this Agreement and if so the terms and conditions under which they would agree to such an extension.  Notwithstanding the foregoing, neither party has any obligation to extend the Term of this Agreement.

The Employee’s employment is “at-will.” This means that either the employee or the Company may terminate the Employee’s employment under this Agreement at any time, with or without cause and with or without notice.

If the Employee’s employment terminates during the Term of this Agreement as a result of the death or disability of the Employee ¹ , the Employee resignation without Good Reason (as defined in Exhibit A) or termination by the Company for Cause (as defined in Exhibit A) then the Company shall have no further obligations to the Employee other than the payment of compensation earned though the last day of employment.

If during the Term of this Agreement the Employee’s employment is terminated without Cause or if the Employee resigns for Good Reason, the Company shall pay the Employee all compensation earned though the last day of employment (Such amounts shall be paid upon termination) in addition to the severance benefits described below.

¹            Based on the nature of the Employee’s position, the Parties agree that, if the Employee is unable, with reasonable accommodation, to perform the essential functions of his position for 60 consecutive days, continuing his employment under this Agreement would result in undue hardship to the Company and the Company may properly terminate his employment.

The tax provisions set forth in Exhibit E are hereby incorporated by reference as though fully set forth.

The Employee and the Company acknowledge and agree that the Company may require an Employee to whom notice of termination is given to leave the Company premises immediately, and may bar the Employee from unescorted access to the Company premises, so as to enable the Company to secure Company and customer records and preserve Company and customer trade secrets and proprietary information.

Upon termination of the Employee’s employment for any reason, the Employee shall be deemed to have resigned voluntarily from all offices and other employment positions held with the Company, and from the board of directors, if the Employee was serving in any such capacities at the time of termination.

The Employee will cooperate with the Company in the winding up or transferring to other employees of any pending work or projects.  The Employee will also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Employee’s employment with the Company.

Payments and benefits provided under this Agreement may taxable under the laws of the United States and the State of California and will be subject to all required withholdings and court ordered wage assignments and/or garnishments.

This Agreement shall be binding on the parties hereto and on each of their heirs, executors, administrators, successors, and assignees.

The invalidity or unenforceability