EXECUTIVE
EMPLOYMENT AGREEMENT
Executive
Name: Paul C.
Campbell
Title(s): Chief
Financial Officer, Senior Vice President and Treasurer
Effective
Date: May
8, 2009
For good
consideration, the Company employs Paul C. Campbell on the
following terms and conditions (the “Agreement”) as of
the above date between EMAGIN CORPORATION, a Delaware corporation
(the “Company”), and the above named executive
(“Executive”).
1.
EMPLOYMENT AGREEMENT
1.1.
Employment, Duties, and Responsibilities. The Company hereby
employs Executive as its Chief Financial Officer, Senior Vice
President and Treasurer and Executive accepts such employment on
the terms contained in this Agreement. Within limitations
established by the Bylaws of the Company, Executive shall have each
and all of the duties, responsibilities and authorities that are
consistent with his title. The Company shall retain full direction
and control of the manner, means and methods by which Executive
performs the services for which he is employed hereunder and of the
place or places at which such services shall be rendered. Executive
shall report to the Board of Directors of the
Company. Executive shall report to the Company’s
Chief Executive Officer and shall have additional reporting to the
Company’s Board of Directors, or the executive may also be
assigned for period of time to a management committee as directed
in writing by the Board of Directors.
1.2.
Term. This Agreement shall commence on May 8, 2009 and
shall continue hereafter, unless terminated pursuant to this
Section 3, for a period of thirty six (36) months from the date
hereof.
1.3. Time and
Effort. Executive shall use his best efforts to carry
out the duties and responsibilities that are consistent with his
title and devote the substantial portion of his entire business
time, attention, and energy exclusively to the business and affairs
of the Company. During Executive’s employment Executive shall
not engage in any business activities outside those of the Company
to the extent that such activities would interfere with or
prejudice Executive’s obligations to the Company. Executive
may serve as a member of the Board of Directors of other
organizations that do not compete with the Company, and may
participate in other professional, civic, governmental
organizations and activities that do not materially affect his
ability to carry out his duties.
1.4. Service to
the Board of Directors. The executive will provide
information and services to the Company’s Chief Executive
Officer, the Board of Directors and its Committees as needed to
support company business.
2.
COMPENSATION
2.1. Base
Salary. As compensation for performing services for the Company,
Executive shall be entitled to an annual salary of $282,000,
subject to the deduction of applicable taxes, payable in bi-weekly
installments consistent with the Company’s payroll practices.
The annual base salary will be reviewed on or before January 1 of
each year by the Compensation Committee to determine if such base
salary should be increased due to inflation or in recognition of
Executive’s services to the Company.
2.2. Bonus. The
Board or Compensation Committee of the Board may provide executive
with a bonus from time to time at their discretion.
2.3. Time
Off. Executive shall accrue personal time off for sick
leave, personal reasons, and holidays according to applicable
company policy, except that Executive shall accrue personal time
off for vacation in accordance with the Executive’s accrual
rate of 30 days per each calendar year, with a maximum of 45 days
of unused vacation rolled over to the subsequent year in addition
to each calendar’s year accrual. The limits for accrual and
rollover of personal time, other than vacation policy specified
herein, shall be pursuant to Company policy, as may be modified
company-wide from time to time.
2.4. Benefit
Plans. During Executive’s employment, Executive
shall be entitled to participate, to the extent of
Executive’s eligibility, in the employee fringe benefits made
available by the Company to its employees. Nothing in this
Agreement shall preclude the Company from terminating or amending
any employee benefit plan or program as a whole from time to
time.
2.5. Business
Expenses. Upon submission of itemized expense statements in the
manner specified by the Company, Executive shall be entitled to
reimbursement for reasonable travel, relocation, and other
reasonable business expenses incurred by the Executive in the
performance of his duties under this Agreement, or as agreed to by
the Board of Directors.
2.6. Stock
Options and Grants. Executive and the Company shall enter into an
agreement whereby, among other things, Executive shall be entitled
to receive 340,000 qualified stock options (the
“Options”), which shall entitle Executive to
purchase 340,000 shares of common stock of the Company
priced at the closing price of the stock on the date of grant. The
Options shall vest as follows: 1/3 shall vest on the date of this
Agreement, 1/3 shall vest on 1st annual anniversary of this
Agreement, and 1/3 shall vest on the 2nd annual anniversary of this
Agreement. Executive shall be eligible to participate in the
Company’s Stock Option and Stock Purchase Plans, as
determined in the sole discretion of the Board of Directors. The
Board or Compensation Committee of the Board may provide additional
awards of stock options or stock grants from time to time or on an
incentive plan as deemed appropriate.
2.7 Payments to
Tatum LLC. Executive acknowledges that in connection
with the Employee’s employment by the Company the Company is
obligated to make certain payments to Tatum LLC, including the
payment of $1,000 per month and the issuance of options to purchase
60,000 shares of the Company’s stock. Executive
hereby agrees that he has no claims to such payments.
3.
TERMINATION OF EMPLOYMENT
3.1. Voluntary.
If Executive voluntarily terminates Executive’s employment
with the Company, other than for Good Reason as defined in Section
3.4 herein, Executive shall cease to accrue salary, personal time
off, benefits and other compensation on the date of voluntary
termination. Accrued benefits, if any, will be payable in
accordance with applicable benefit plan provisions.
3.2. With
Cause. Notwithstanding anything herein to the contrary, the Company
may terminate Executive’s employment hereunder for cause for
any one of the following reasons: (a) failure to devote
substantially all of Executive’s full professional time,
attention, energies, and abilities to Executive’s employment
duties for the Company, which failure is not cured within two weeks
after the Company gives Executive written notice of the failure;
(b) inducement of any customer, consultant, employee, or supplier
of the Company to unreasonably breach any contract with the Company
or cease its business relationship with the Company; (c) willful,
deliberate, and persistent failure by Executive to reasonably
perform the duties and obligations of Executive’s employment
which are not remedied in a 90 day period of time after receipt of
written notice from the Company; (d) an act or acts of dishonesty
undertaken by Executive resulting in substantial personal gain by
the Executive at the expense of the Company; (e) material breach of
a fiduciary or contractual duty to the Company; (f) conviction of a
felony, or (g) commission of an act that results in material long
term harm to the goodwill or reputation of the Company. To be
deemed terminated for Cause, the Company shall have given Employee
written notice stating the alleged Cause and shall have provided
Employee an opportunity to present evidence to the Board of
Directors, at the Company’s offices on a date and time
mutually convenient to the Board, no sooner than one and not later
than two weeks after the foregoing notice, to refute the claim of
Cause. Executive shall cease to accrue salary, personal time off,
benefits and other compensation on the date of “with
cause” termination by the Company. Accrued benefits, if any,
will be payable in accordance with applicable benefit plan
provisions of the Company.
3.3.
Without Cause. The Company may terminate the employment of
Executive at any time without notice and without cause (as defined
in Section 3.2). In such event, Executive shall,
at the Company’s sole discretion, be entitled to either (i)
monthly salary payments for twelve (12) months, based on
Executive’s monthly rate of base salary at the date of such
termination, or (ii) a lump-sum payment of Executives salary for
such 12 mo
