2006 RESTATED CORPORATE EXECUTIVE SEVERANCE PAY PLAN AND SUMMARY PLAN DESCRIPTION

Exhibit 10.1

INFOCUS CORPORATION

2006 RESTATED
CORPORATE EXECUTIVE
SEVERANCE PAY PLAN
AND
SUMMARY PLAN DESCRIPTION

INFOCUS CORPORATION

2006 RESTATED CORPORATE EXECUTIVE
SEVERANCE PAY PLAN
AND
SUMMARY PLAN DESCRIPTION

TABLE OF CONTENTS

INDEX OF
DEFINED TERMS

2006 RESTATED CORPORATE EXECUTIVE SEVERANCE
PAY PLAN
AND
SUMMARY PLAN DESCRIPTION

Approved November 28, 2006

PART A. PREAMBLE

1.                                       Intent and Purpose. This is the restatement of the InFocus Executive Severance Pay Plan (the “Plan”). It is intended to foster the continued employment of key management employees of InFocus Corporation (“InFocus”) and its affiliates (collectively the “Company”).

2.                                       Effective Dates. The Plan was originally effective April 10, 2000. This restatement is generally effective immediately upon the approval date stated in the caption. However, provisions that reference Internal Revenue Code (“Code”) Section 409A or are otherwise required or intended to comply with Code Section 409A are effective retroactive to January 1, 2005.

PART B. TERMS AND CONDITIONS

1.                                       Eligibility. This Plan is limited to officers of the Company with a grade level of E-30 (Vice-Presidents and above) who have been selected by the Board of Directors of InFocus (“Board”) for coverage under this Plan (“Executive”). The Board shall notify InFocus’s Director, Human Resources & Facilities of the selection of an Executive for participation in this Plan. The Director, Human Resources & Facilities shall maintain a list of the Executives who have been selected for participation in the Plan and the date their coverage began.

2 .                                       Payment Events. Benefits will be paid under this Plan only to those Executives:

a.                                        Whose employment is involuntarily terminated other than for Cause (as defined in Section 12 below); or

b.                                       Who resign with Good Reason within 18 months of a Change in Control (as defined in Sections 10 and 11 below, respectively).

3.                                       Severance Benefits. An Executive whose employment terminates under one of the circumstances described in Section 2 above, shall, subject to the conditions of Sections 4 and 9.b. below, receive the following severance benefits under this Plan:

a.                                        The salary continuation severance benefit under Section 6 below;

b.                                       The COBRA premium equivalent payment under Section 7 below; and

c.                                        Outplacement benefits under Section 8 below.

4.                                       Payment Commencement Date. Subject to the six-month delay in payment under Section 9.e. below for certain Executives, payment of the severance benefits under this Plan will begin on the eighth business day after the Executive has returned to the Plan Administrator a signed Release and Waiver Agreement (as provided under Section 5 below), or as soon as administratively feasible thereafter (the “Payment Commencement Date”), provided:

a.                                        Neither party has revoked the Release and Waiver Agreement during the seven-day rescission period that begins on the day after the Executive returns the signed agreement to the Plan Administrator; and

b.                                       The Executive is then in compliance with Section 9.b. below.

5.                                       Release and Waiver Agreement.

a.                                        The Release and Waiver Agreement shall be in the form shown in the Addendum to this Agreement. The Executive may use the form attached to this Agreement or may obtain an additional form from the Plan Administrator.

b.                                       The Executive shall have 45 days from the Executive’s Date of Termination to consider and return the Release and Waiver Agreement. Absent extenuating circumstances acceptable to the Plan Administrator, failure to return that Agreement within 45 days will result in a forfeiture of any benefits payable under this Plan.

c.                                        A Release and Waiver Agreement will be deemed returned to the Plan Administrator on the date it is actually delivered or the date it is postmarked if sent by first class U.S. mail.

d.                                       “Date of Termination” means the effective date of the Executive’s termination of employment with the Company.

6.                                       Salary Continuation Severance Benefit. The salary continuation severance benefit will be paid as follows:

a.                                        Gross Amount of Benefit:

(i)                                      For Executive Vice President, Sr. Vice President and Vice President-level employees: 12 months of Compensation.

(ii)                                   For CEO or President-level Executives:  24 months of Compensation.

b.                                       Payment Terms.

(i)                                      Subject to the Executive’s initial and ongoing compliance with Section 9.b. below, payments will begin on the Payment Commencement Date and the remaining 11 or 23 payments, as applicable, will be paid in equal monthly installments on the Company’s regular payroll dates.

(ii)                                   Payments are subject to:

(I)                                     Withholding under Section 13 below; and

(II)                                 The 280G adjustment under Section 14 below.

c.                                        “Compensation” means the Executive’s annual base salary as of the Date of Termination or, if applicable, the date the Executive is notified of the involuntary termination, whichever is greater, and, as such, excludes any bonus, profit share pay, target sales commissions or other types of remuneration.

7.                                       COBRA Premium Equivalent Payment. The COBRA premium equivalent payment will be paid as follows:

a.                                        Gross Amount of Payment. The Executive will receive a single lump sum cash payment equal to the estimated premiums for the COBRA coverage that the Executive would be entitled to elect under the Company’s group health policy for the following period:

(i)                                      For Executive Vice President, Sr. Vice President and Vice President-level employees: 12 months.

(ii)                                   For CEO or President-level Executives: 24 months.

b.                                       Payment Terms.

(i)                                      The lump-sum payment will be made on the Payment Commencement Date.

(ii)                                   The payment is subject to withholding under Section 13 below.

8.                                       Outplacement Benefits. The Executive will be entitled to receive executive-level outplacement services for up to 12 months from the Payment Commencement Date. These services will be provided by an outplacement consulting service provider selected or approved by the Plan Administrator. The Company will pay the service provider directly for these benefits. The Executive will not have an option to receive cash in lieu of these outplacement benefits.

9.                                       Conditions to Benefit Payments.

a.                                        No mitigation shall be required, and, except as provided in subparagraph b.(i) below, no reduction shall be made if an Executive finds employment during the payout period.

b.                                       All benefits under this Plan shall cease and the Company shall have no payment obligation to or on behalf of the Executive if:

(i)                                      The Executive, directly or indirectly, owns, has any interest in, acts as an officer, director, agent, employee or consultant of, or assists in any way or in any capacity any person, firm, association, partnership, corporation or other entity which engages or proposes to engage in any business competitive with the Business (as defined below) of InFocus in any geographical area where InFocus engages in such business (a “Competitive Entity”). The restrictions of this section prohibiting ownership in a Competitive Entity shall not apply to Executive’s ownership of less than one percent (1%) of publicly traded securities of any Competitive Entity. The “Business” is defined as the manufacture, distribution or development of data/video projectors or components thereof;

(ii)                                   The Executive induces, asks, solicits, or attempts to induce, ask, or solicit, directly, indirectly, or by assisting others, any person who is in the Company’s employment or providing services to the Company, to leave such employment or business relationship and, as a result, said person actually does leave the employment or business relationship with the Company, unless the Executive receives prior written consent from the Company;

(iii)                                The Executive materially breaches:

(I)                                     The Business Protection Agreement (or any successor proprietary information, assignment of invention and/or confidentiality agreement(s)) or any other agreements or Company policies regarding the protection of the Company’s trade secrets or proprietary or confidential information; or

(II)                                 The Executive’s common law duty to protect the Company’s proprietary or confidential information; or

(iv)                               The Executive’s employment is terminated due to the Executive’s death or disability; provided, however, that once an Executive becomes entitled to severance benefits hereunder, any subsequent death or disability of the Executive during the relevant severance benefit payment period will not impair or terminate the severance benefits.

c.                                        Nothing contained in this Plan is designed to limit in any manner any additional legal or equitable remedies that the Company may have against the Executive for violation of his or her contractual or legal obligations regarding confidentiality, competition or solicitation.

d.                                       If the Executive is found to have violated any of the provisions within subparagraph b.(i), (ii) or (iii) above, the Company has the right to recover from the Executive, and the Executive shall repay, all payments made to him/her through the date of the failure to conform with such provisions.

e.                                        Payments of the salary continuation severance benefit or the COBRA premium equivalent payment may not be made to an Executive who is a CEO or President-level Executive before the date which is six months after the date of the Executive’s Date of Termination. The first payment shall be made on the first business day following such six-month period and shall consist of all payments that would have been made absent the six-month suspension. This subparagraph also applies to any other Executive whose severance benefits may become subject to the six-month delay provision applicable to a “specified employee” (as defined in Code Section 409A(a)(2)(B) and the applicable regulations).

f.                                          Nothing herein affects, modifies or amends any benefit that may be available under any other plan, agreement or other Company policy that is either in effect on the date this Plan is approved or that will be in effect on the date the notice of termination is sent by the Company to the Executive or, if applicable, by the Executive to the Company.

g .                                         Payments to an Executive hereunder may not be accelerated except to the extent that the accelerated payment is:

(i)                                      Allowed under Code Section 409A and the applicable regulations; and

(ii)                                   Approved by the Plan Administrator.

h.                                       Any payment due under this Plan will be delayed if, in the opinion of the Company’s counsel or accountants, that payment would violate:

(i)                                      A term of a loan agreement or other similar contract to which the Company is a party but only if:

(I)                                     That violation will cause material harm to the Company; and

(II)                                 The Company has first made a good faith effort to have the lender waive that term and the lender has refused to do so; or

(ii)                                   Federal securities laws or other applicable law.

Payment of the delayed payment must be made at the earliest date at which, in the opinion of the Company’s counsel or accountants, the payment would not cause such a violation or, in the case of a violation under subparagraph h.(ii) above, such violation will not cause material harm to the Company.

10.                                “Good Reason.” Subject to the notice requirement in paragraph b. below, “Good Reason” shall mean:

a.                                        The occurrence, within 18 months after a Change in Control (and without the Executive’s written consent), of any one of the following acts by the Company, or failures by the Company to act:

(i)                                      The assignment to the Executive of any material duties inconsistent with Executive’s status at the time of the Change in Control, or a substantial adverse alteration in the nature and status of Executive’s responsibilities as existed immediately prior to the Change in Control; or

(ii)                                   Any material reduction by the Company in the Executive’s annual base salary as in effect immediately prior to the Change in Control; or

(iii)                                The failure by the Company to pay to the Executive any portion of Executive’s current salary or incentive compensation within ten (10) days of the date su