Exhibit
10.10
EXECUTIVE EMPLOYMENT
AGREEMENT
The Executive
Employment Agreement (the “Agreement”) is made as of
November 3, 2006 (the “Effective Date”), by and between
PureDepth, Inc., a Delaware corporation (the “Company”)
and Robert O’Callahan (“Executive”), an
individual residing in California.
WHEREAS, the
Company is in need of an executive with significant experience in
finance to perform the regular duties of the Chief Financial
Officer as determined by the Board of Directors and CEO;
and
WHEREAS,
Executive has experience in such fields; and
WHEREAS, the
Company wishes to engage Executive to serve as its Chief Financial
Officer,
NOW THEREFORE,
in consideration of the premises and the covenants contained
herein, the parties hereby agree as follows:
1. DUTIES AND
POSITION. During the term of the Agreement, Executive agrees to be
employed by and to serve the Company as its Chief Financial
Officer. The Company agrees to employ and retain Executive in such
capacity and Executive accepts and agrees to such employment,
subject to the general supervision, advice and direction of the
Company’s Board of Directors. Executive shall perform such
duties as are customarily performed by an executive in a similar
position, illustrated by Schedule A attached. Executive will report
directly to Fred Angelopoulos, Chief Executive Officer
2.1. Term of
Employment. The Agreement shall be effective as of the date first
set forth above and shall continue until terminated pursuant to the
provisions set forth herein (the “Term”).
2.2. Place of
Performance. Executive shall be based at the principal offices of
the Company, which are located at 255 Shoreline Drive, Redwood
City. In no case will Executive be required or expected to move his
principal residence from the San Francisco Bay Area.
3. SALARY,
BENEFITS AND BONUS COMPENSATION.
3.1. Salary. As
payment for the services to be rendered by Executive as provided in
Section 1 and subject to the terms and conditions of Section 4, the
Company agrees to pay to Executive a salary equal to $150,000.00
dollars per year, payable semi monthly (as may be adjusted from
time to time, the “Base Salary”). Executive’s
salary shall be reviewed by the Company’s Board of Directors
in accordance with Company policies, and Executive shall be
eligible for increases in salary and benefits as determined by the
Company’s Board of Directors in its sole
discretion.
3.2. Bonuses.
Executive shall be eligible to receive discretionary bonuses and an
annual bonus related to Executive’s success in meeting job
specific and corporate performance.
3.3. Bonus FY
2007: You will be eligible for an annualized bonus per the senior
management bonus plan which will be constructed by Senior
Management in conjunction with the approval of the Board of
Directors of the Company, anticipated to have a goal of 50% of base
salary, divided half between specific plan performance objectives
and half on subjective factors.
3.4. Employee
Benefits. Executive shall be eligible to participate in all benefit
plans generally available to employees who are managers of the
Company including health, dental, life insurance, stock and bonus
compensation programs.
3.5 Stock
options. You will be granted certain stock options, as a long term
incentive, per the Company’s current stock option plan as
follows: 500,000 options per the terms of grant approved by the
Board on August 4, 2006
4.1.
Definitions. For purposes of the Agreement, the following terms
shall have the following meanings:
(a)
“Termination For Cause” shall mean termination by the
Company of Executive’s employment by the Company for reasons
of Executive’s conviction of, or plea of “guilty”
or “no contest” to, a felony involving moral turpitude,
persistent dishonesty or fraud, persistent willful breaches of the
material terms of the Agreement, or habitual neglect of the duties
which he is required to perform hereunder.
(b)
“Termination Other Than For Cause” shall mean
termination by the Company of Executive’s employment by the
Company (other than a Termination For Cause), or a Demotion, as
defined below.
(c)
“Voluntary Termination” shall mean termination of
Executive’s employment with the Company by voluntary action
of Executive.
(d)
“Demotion” shall mean (i); (ii) any material reduction
in the package of benefits and incentives provided to Executive or
any action by the Company which would materially and adversely
affect Executive’s participation or reduce Executive’s
benefits under any such plans, except to the extent that such
benefits and incentives of all other officers of the Company are
similarly reduced; (iii) any material diminution of
Executive’s duties, responsibilities, or authority other than
contemplated in section 4.6 below; or (iv) any requirement that
Executive relocate to a work site that would increase
Executive’s one-way commute distance to more than twenty (50)
miles from Executive’s principal residence.
4.2.
Termination For Cause.
(a) Termination
For Cause may be effected by the Company at any time during the
Term and shall be effected by notice to Executive.
(b) Upon
Termination For Cause, Executive immediately shall be paid any
accrued salary, , any vested deferred compensation (other than
pension plan or profit sharing plan benefits which will be paid in
accordance with the applicable plan), any benefits under any plan
of the Company in which Executive is a participant to the full
extent of Executive’s rights under such plans, any accrued
vacation pay and any appropriate business expenses incurred by
Executive in connection with his duties hereunder, all to the date
of termination, but Executive shall not be paid any other
compensation or reimbursement of any kind, including without
limitation, severance compensation.
4.3.
Termination Other Than For Cause.
(a)
Notwithstanding anything else in the Agreeme
