Exhibit 10.11
[IRVINE SENSORS CORPORATION
letterhead]
Effective Date: November 14,
2005
September 20, 2005
Mr. Joseph Carleone
2112 Campton Circle
Gold River, CA 95670
Dear Joe:
On behalf of Irvine Sensors
Corporation, I am pleased to offer you the position of Senior Vice
President, 3D Products, reporting to the undersigned. The
compensation for this position will be $4,327.20 per week
($225,014.40 annualized). Your start date, if agreeable, is
scheduled for Monday, October 3, 2005.
You will be eligible to participate
in ISC’s annual performance and salary review plan, as well
as ISC’s bonus plan, which will provide a target incentive
bonus opportunity ranging from 10% to 100% of annual salary,
depending on financial results. To assist you with your future
relocation, Irvine Sensors will reimburse you for your selling
costs resulting from the future sale of your home. In the event you
should be terminated for any reason (other than voluntary quit or
discharge for cause), Irvine Sensors will provide you severance pay
equivalent to one year’s salary.
In order for you to participate in
and prosper from ISC’s growth, upon your employment with
Irvine Sensors, you will be nominated to participate in the Irvine
Sensors’ 2003 Stock Incenti
