{"id":38550,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/board-of-directors-retainer-agreement-invision-technologies.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"board-of-directors-retainer-agreement-invision-technologies","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/board-of-directors-retainer-agreement-invision-technologies.html","title":{"rendered":"Board of Directors Retainer Agreement – InVision Technologies Inc. and Stephen Blum"},"content":{"rendered":"
BOARD OF DIRECTORS\u00a0 - RETAINER AGREEMENT<\/font><\/b><\/p>\n\n\n\n\n
This agreement made as of\nMay 30, 2001 between InVision Technologies, Inc., with its principal place of\nbusiness at 7151 Gateway Boulevard, Newark, CA 94560 (\u0093InVision\u0094) and Stephen\nBlum, with an address of 220 East 65th<\/sup> Street, New York, NY 10021,\nprovides for director services, according to the following:<\/font><\/p>\n\n\n\n
I.<\/font><\/b>\u00a0\u00a0\u00a0\u00a0\u00a0 Services\nProvided<\/u><\/b><\/font><\/p>\n\n\n\n
InVision agrees to engage\nStephen Blum to serve as a member of the Board of Directors (the \u0093Director\u0094)\nand to provide those services required of a director under InVision\u0092s Articles\nof Incorporation and Bylaws (\u0093Articles and Bylaws\u0094), as both may be amended\nfrom time, to time and under the General Corporation Law of Delaware, the\nfederal securities laws and other state and federal laws and regulations, as\napplicable.<\/font><\/p>\n\n\n\n
II.<\/font><\/b>\u00a0\u00a0\u00a0\u00a0\u00a0 Nature of\nRelationship<\/u><\/b><\/font><\/p>\n\n\n\n
The Director is an\nindependent contractor and will not be deemed an employee of InVision for\npurposes of employee benefits, income tax withholding, F.I.C.A. taxes,\nunemployment benefits or otherwise.\u00a0 The\nDirector shall not enter into any agreement or incur any obligations on\nInVision\u0092s behalf.<\/font><\/p>\n\n\n
InVision will supply, at\nno cost to the Director:\u00a0 periodic\nbriefings on the business, director packages for each board and committee\nmeeting, copies of minutes of meetings and any other materials that are\nrequired under InVision\u0092s Articles and Bylaws or the charter of any committee\nof the board on which the director serves and any other materials which may, by\nmutual agreement, be necessary for performing the services requested under this\ncontract.<\/font><\/p>\n\n\n\n
III.\u00a0\u00a0\u00a0\u00a0\u00a0 Director\u0092s\nWarranties<\/u><\/font><\/b><\/p>\n\n\n\n
The Director warrants\nthat no other party has exclusive rights to his services in the specific areas\ndescribed and that the Director is in no way compromising any rights or trust\nbetween any other party and the Director or creating a conflict of\ninterest.\u00a0 The Director also warrants\nthat no other agreement will be entered into that will create a conflict of\ninterest with this agreement.\u00a0 The\nDirector further warrants that he will comply with all applicable state and\nfederal laws and regulations, as applicable, including Sections 10 and 16 of\nthe Securities and Exchange Act of 1934.<\/font><\/p>\n\n\n
Throughout the term of\nthis agreement and for a period of six months thereafter, the Director agrees\nhe will not, without obtaining InVision\u0092s prior written consent, directly or\nindirectly engage or prepare to engage in any activity in competition with any\nInVision business or product, including products in the development stage,\naccept employment or provide services to (including service as a member of a\nboard of directors), or establish a business in competition with InVision.<\/font><\/p>\n\n\n\n\n\n
IV.\u00a0\u00a0\u00a0\u00a0\u00a0 Compensation<\/u><\/font><\/b><\/p>\n\n\n\n
A.\u00a0 Retainer<\/b><\/font><\/p>\n\n\n\n
InVision\nshall pay the Director a nonrefundable retainer of $25,000 per year during the term\nof this agreement (prorate for the first year $14,583.33) to provide the\nservices described in Section I which shall\ncompensate him for all time spent preparing for, travelling to (if applicable)\nand attending board of director meetings during the year; provided, however,\nthat if more than three board meetings require out-of-town travel time, such\nadditional travel time may be billed at the rate set forth in subparagraph C.\nbelow. \u00a0The retainer shall be\nprovided for portions of the term less than a full calendar year.\u00a0 This retainer may be revised by action of\nInVision\u0092s Board of Directors from time to time.\u00a0 Such revision shall be effective as of the date specified in the\nresolution for payments not yet made and need not be documented by an amendment\nto this agreement.<\/font><\/p>\n\n\n\n
B.\u00a0\u00a0\u00a0 Stock Options<\/font><\/b><\/p>\n\n\n\n
Subject to\napproval by the Board of Directors, an annual grant of an option to purchase\nInVision common stock, par value $.001 per share, shall be made to the\nDirector.\u00a0 The grant shall consist of an\noption to purchase a specified number of shares under the term of InVision\u0092s\n2000 Equity Incentive Plan or then effective incentive plan.\u00a0 The specified number of shares for a new\nappointment to the Board shall be 20,000 shares in 2001, which grant has\nalready been made, and an annual grant at the discretion of the Board.\u00a0 Currently this grant is of 10,000\nshares.\u00a0 Twenty-five percent of the\noption shall vest on each quarterly anniversary of the date of grant.\u00a0 The amount\nand terms of the annual option grant may be revised by action of\nInVision\u0092s Board of Directors from time to time.\u00a0 Such revision shall be effective as of the date specified in the\nresolution for any grants not yet made and need not be documented by an\namendment to this agreement.<\/font><\/p>\n\n\n\n
C.\u00a0\u00a0\u00a0 Additional Payments<\/font><\/b><\/p>\n\n\n\n
To the\nextent services described in Section I require more than three out-of-town\ntrips, such additional travel time may be charged at the rate of $2,000 per day\nor part thereof.\u00a0\u00a0 This rate may be\nrevised by action of InVision\u0092s Board of Directors from time to time for\npayments not yet made.\u00a0 Such revision\nshall be effective as of the date specified in the resolution and need not be\ndocumented by an amendment to this agreement.<\/font><\/p>\n\n\n\n
D.\u00a0\u00a0\u00a0 Payment<\/font><\/b><\/p>\n\n\n\n
Retainer payments shall be made quarterly in cash in\nadvance on the first day of each accounting quarter.\u00a0 Additional payments shall be made in arrears.\u00a0 No invoices need be submitted by the\nDirector for payment of the retainer.\u00a0\nInvoices for additional payments under C, above, shall be submitted.\nSuch invoices must be approved by InVision\u0092s Chief Executive Officer as to form\nand completeness.<\/font><\/p>\n\n\n
E.\u00a0\u00a0\u00a0 Expenses<\/font><\/b><\/p>\n\n\n
InVision will reimburse\nthe Director for reasonable expenses approved in advance, such approval not to\nbe unreasonably withheld.\u00a0 Invoices for\nexpenses, with receipts attached, shall be submitted. Such invoices must be\napproved by InVision\u0092s Chief Executive Officer as to form and completeness.<\/font><\/p>\n\n\n
V.\u00a0\u00a0\u00a0\u00a0\u00a0 Indemnification and Insurance<\/u><\/font><\/b><\/p>\n\n\n
InVision will execute an\nindemnification agreement in favor of the Director substantially in the form of\nthe agreement attached hereto as Exhibit B.\u00a0\nIn addition, InVision will provide directors and officers liability\ninsurance.<\/font><\/p>\n\n\n
VI.\u00a0\u00a0\u00a0\u00a0\u00a0 Term of Agreement<\/u><\/font><\/b><\/p>\n\n\n\n
This agreement shall be\nin effect from May 30, 2001 through the last date of the Director\u0092s current\nterm as a member of InVision\u0092s Board of Directors.\u00a0 This agreement shall be automatically renewed on the date of the\nDirector\u0092s reelection as a member of InVision\u0092s Board of Director\u0092s for the\nperiod of such new term unless the Board of Directors determines not to renew\nthis agreement.\u00a0\u00a0 Any amendment to this\nagreement must be approved by a written action of InVision\u0092s Board of\nDirectors.\u00a0 Amendments to Section IV\nCompensation hereof do not require the Director\u0092s consent to be effective.<\/font><\/p>\n\n\n\n
VII.\u00a0\u00a0\u00a0\u00a0\u00a0 Termination<\/u><\/font><\/b><\/p>\n\n\n\n
This agreement shall\nautomatically terminate upon the death of the Director or upon his resignation\nor removal from, or failure to win election or reelection to, the InVision\nBoard of Directors.<\/font><\/p>\n\n
In the event of any\ntermination of this agreement, the Director agrees to return any materials\ntransferred to the Director under this agreement except as may be necessary to\nfulfill any outstanding obligations hereunder.\u00a0\nThe Director agrees that InVision has the right of injunctive relief to\nenforce this provision.<\/font><\/p>\n\n\n
InVision\u0092s obligation in\nthe event of such termination shall be to pay the Director the retainer and\nother payments due through the date of termination.<\/font><\/p>\n\n\n
Termination shall not\nrelieve either party of its continuing obligation under this agreement with respect\nto confidentiality of proprietary information.<\/font><\/p>\n\n\n\n
VIII.\u00a0\u00a0\u00a0\u00a0\u00a0 Limitation of Liability<\/u><\/font><\/b><\/p>\n\n\n\n
Under no circumstances\nshall InVision be liable to the Director for any consequential damages claimed\nby any other party as a result of representations made by the Director with\nrespect to InVision which are different from any to those made in writing by\nInVision.<\/font><\/p>\n\n\n
Furthermore, except for\nthe maintenance of confidentiality, neither party shall be liable to the other\nfor delay in any performance, or for failure to render any performance under\nthis agreement when such delay or failure is caused by Government regulations\n(whether or not valid), fire, strike, differences with workmen, illness of\nemployees, flood, accident, or any other cause or causes beyond reasonable\ncontrol of such delinquent party.<\/font><\/p>\n\n\n\n\n\n
IX.\u00a0\u00a0\u00a0\u00a0\u00a0 Confidentiality<\/u><\/font><\/b><\/p>\n\n\n\n
The Director agrees to\nsign and abide by InVision\u0092s Director Proprietary Information and Inventions\nAgreement, a copy of which is attached hereto as Exhibit A.<\/font><\/p>\n\n\n\n
X.\u00a0\u00a0\u00a0\u00a0\u00a0 Resolution\nof Dispute<\/u><\/font><\/b><\/p>\n\n\n\n
Any dispute regarding the\nagreement (including without limitation its validity, interpretation,\nperformance, enforcement, termination and damages) shall be determined in\naccordance with the laws of the State of California, the United States of\nAmerica.\u00a0 Any action under this paragraph\nshall not preclude any party hereto from seeking injunctive or other legal\nrelief to which each party may be entitled.<\/font><\/p>\n\n\n\n
XI.\u00a0\u00a0\u00a0\u00a0\u00a0 Sole\nAgreement<\/u><\/font><\/b><\/p>\n\n\n\n
This agreement (including\nagreements executed in substantially in the form of the exhibits attached\nhereto) supersedes all prior or contemporaneous written or oral understandings\nor agreements, and may not be added to, modified, or waived, in whole or in\npart, except by a writing signed by the party against whom such addition,\nmodification or waiver is sought to be asserted.<\/font><\/p>\n\n\n\n
XII.\u00a0\u00a0\u00a0\u00a0\u00a0 Assignment<\/u><\/font><\/b><\/p>\n\n\n\n
This agreement and all of\nthe provisions hereof shall be binding upon and insure to the benefit of the\nparties hereto and their respective successors and permitted assigns and,\nexcept as otherwise expressly provided herein, neither this agreement, nor any\nof the rights, interests or obligations hereunder shall be assigned by either\nof the parties hereto without the prior written consent of the other party.<\/font><\/p>\n\n\n\n
XIII.\u00a0\u00a0\u00a0\u00a0\u00a0 Notices<\/u><\/font><\/b><\/p>\n\n\n\n
Any and all notices,\nrequests and other communications required or permitted hereunder shall be in\nwriting, registered mail or by facsimile, to each of the parties at the\naddresses set forth above or the numbers set forth below:<\/font><\/p>\n\n\n<\/pre>\n\n\n\n\n\n\n\n\n
\n
The Director:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Attention:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Mr. Stephen Blum<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Telephone:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
212-872-2000<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Facsimile:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
212-832-6759<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
InVision:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Attention:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Dr. Sergio Magistri<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Telephone:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
510-739-2401<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Facsimile:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
510-608-0770<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n<\/table>\n
Any such notice shall be
\ndeemed given when received and notice given by registered mail shall be considered
\nto have been given on the tenth (10th) day after having been sent in the manner
\nprovided for above.<\/font><\/p>\n
XIV.\u00a0\u00a0\u00a0\u00a0\u00a0 Survival
\nof Obligations<\/u><\/font><\/b><\/p>\n
Notwithstanding the
\nexpiration of termination of this agreement, neither party hereto shall be
\nreleased hereunder from any liability or obligation to the other which has
\nalready accrued as of the time of such expiration or termination (including,
\nwithout limitation, InVision\u0092s obligation to make any fees and expense payments
\nrequired pursuant to Article IV hereof) or which thereafter might accrue in
\nrespect of any act or omission of such party prior to such expiration or
\ntermination.<\/font><\/p>\n
XV.\u00a0\u00a0\u00a0\u00a0\u00a0 Severability<\/u><\/font><\/b><\/p>\n
Any provision of this
\nagreement which is determined to be invalid or unenforceable shall not affect
\nthe remainder of this agreement, which shall remain in effect as though the
\ninvalid or unenforceable provision had not been included herein, unless the
\nremoval of the invalid or unenforceable provision would substantially defeat
\nthe intent, purpose or spirit of this agreement.<\/font><\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused
\nthis agreement to be executed by their duly authorized officers, as of the date
\nfirst written above.<\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
Signature:<\/font><\/p>\n<\/td>\n
\n
\/s\/ Stephen Blum<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Date:<\/font><\/p>\n<\/td>\n
\n
6\/12\/01<\/font><\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
By:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Stephen Blum<\/font><\/p>\n<\/td>\n<\/tr>\n
\n
Title:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Director<\/font><\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
InVision Technologies, Inc.<\/font><\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
Signature:<\/font><\/p>\n<\/td>\n
\n
\/s\/ Sergio Magistri<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Date:<\/font><\/p>\n<\/td>\n
\n
8\/20\/01<\/font><\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
By:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Sergio Magistri<\/font><\/p>\n<\/td>\n<\/tr>\n
\n
Title:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
President and Chief Executive Officer<\/font><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
\n
EXHIBIT A<\/font><\/u><\/p>\n
\n
BOARD OF DIRECTORS
\nPROPRIETARY INFORMATION<\/font><\/u><\/p>\n
AND INVENTIONS AGREEMENT<\/font><\/u><\/p>\n
\n
\u00a0\u00a0\u00a0\u00a0\u00a0 WHEREAS, the parties desire to assure the
\nconfidential status of the information which may be disclosed by InVision to
\nthe Director; NOW THEREFORE, in reliance upon and in consideration of the
\nfollowing undertaking, the parties agree as follows:<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Subject to the limitations set
\nforth in Paragraph 2, all information disclosed by InVision to the Director
\nshall be deemed to be ‘Proprietary Information’.\u00a0 In particular, Proprietary Information shall
\nbe deemed to include any information, process, technique, algorithm, program,
\ndesign, drawing, formula or test data relating to any research project, work in
\nprocess, future development, engineering, manufacturing, marketing, servicing,
\nfinancing or personnel matter relating to InVision, its present or future
\nproducts, sales, suppliers, customers, employees, investors, or business,
\nwhether or oral, written, graphic or electronic form.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The term ‘Proprietary
\nInformation’ shall not be deemed to include information which the Director
\ncan demonstrate by competent written proof. (i) is now, or hereafter becomes,
\nthrough no act or failure to act on the part of the Director, generally known
\nor available; (ii) is known by the Director at the time of receiving such
\ninformation as evidenced by its records: (iii) is hereafter furnished to the
\nDirector by a third party, as a matter of right and without restriction on
\ndisclosure; or (iv) is the subject of a written permission to disclose provided
\nby InVision.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Director shall maintain in
\ntrust and confidence and not disclose to any third party or use for any
\nunauthorized purpose any Proprietary Information received from InVision.\u00a0 The Director may use such Proprietary
\nInformation only to the extent required to accomplish the purposes of this
\nAgreement.\u00a0 The Director shall not use
\nProprietary Information for any purpose or in any manner which would constitute
\na violation of any laws or regulations, including without limitation the export
\ncontrol laws of the United States.\u00a0 No
\nother rights of licenses to trademarks, inventions, copyrights, or patents are implied
\nor granted under this Agreement.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Proprietary Information supplied
\nshall not be reproduced in any form except as required to accomplish the intent
\nof this Agreement.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Director represents and
\nwarrants that he shall protect the Proprietary Information received with at
\nleast the same degree of care used to protect its own Proprietary Information
\nfrom unauthorized use or disclosure.\u00a0
\nThe Director shall advise its employees or agents who might have access
\nto such Proprietary Information of the confidential nature thereof and shall
\nobtain from each of such employers and agents an agreement to abide by the
\nterms of this Agreement.\u00a0 The Director
\nshall not disclose any Proprietary Information to any officer, employee or
\nagent who does not have a need for such information.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 All Proprietary Information
\n(including all copies thereof) shall remain in the property of InVision, and
\nshall be returned to InVision after Director’s need for it has expired, or upon
\nrequest of InVision, and in any event, upon completion or termination of this
\nAgreement.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 7.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Notwithstanding any other provision
\nof this Agreement, disclosure of Proprietary Information shall not be precluded
\nif such disclosure:<\/font><\/p>\n
(a)\u00a0\u00a0 is in
\nresponse to a valid order of a court or other governmental body of the United
\nStates or any political subdivision thereof; provided, however, that the
\nresponding party shall first have given notice to the other party hereto and
\nshall have made a reasonable effort to obtain a protective order requiring that
\nthe Proprietary Information so disclosed be used only for the purpose for which
\nthe order was issued;<\/font><\/p>\n
(b)\u00a0\u00a0 is
\notherwise required by law; or<\/font><\/p>\n
(c)\u00a0\u00a0 is
\notherwise necessary to establish rights or enforced obligations under this
\nAgreement, but only to the extent that any such disclosure is necessary.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 8.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 This Agreement shall continue in
\nfull force and effect for so long as the Director continues to receive
\nProprietary Information.\u00a0 This Agreement
\nmay be terminated at any time upon thirty (30) days written notice to the other
\nparty.\u00a0 The termination of the Agreement
\nshall not relieve the Director of the obligations imposed by Paragraphs 3, 4, 5
\nand 12 of this Agreement with respect to Proprietary information disclosed
\nprior to the effective date of such termination and the provisions of these
\nParagraphs shall survive the termination of this Agreement for a period of five
\n(5) years from the date of such termination.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 9.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Director agrees to indemnify
\nInVision for any loss or damage suffered as a result of any breach by the
\nDirector of the terms of this Agreement, including any reasonable fees incurred
\nby InVision in the collection of such indemnity.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 10.\u00a0\u00a0\u00a0\u00a0\u00a0 This Agreement shall be governed by
\nthe laws of the State of California as those laws are applied to contracts entered
\ninto and to be performed entirely in California by California residents.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 11.\u00a0\u00a0\u00a0\u00a0\u00a0 This Agreement contains the final,
\ncomplete and exclusive agreement of the parties relative to the subject matter
\nhereof and may not be changed, modified, amended or supplemented except by a
\nwritten instrument signed by both parties.<\/font><\/p>\n
\u00a0\u00a0\u00a0\u00a0\u00a0 12.\u00a0\u00a0\u00a0\u00a0\u00a0 Each party hereby acknowledges and
\nagrees that in the event of any breach of this Agreement by the Director,
\nincluding, without limitation, an actual or threatened disclosure of Proprietary
\nInformation without the prior express written consent of InVision, InVision
\nwill suffer an irreparable injury, such that no remedy at law will afford it
\nadequate protection against, or appropriate compensation for, such injury.\u00a0 Accordingly, each party hereby agrees that
\nInVision shall be entitled to specific performance of the Director’s
\nobligations under this Agreement, as well as such further injunctive relief as
\nmay be granted by a court of competent jurisdiction.<\/font><\/p>\n\n\n\n\n\n
\n
AGREED TO:<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
AGREED TO:<\/font><\/p>\n<\/td>\n<\/tr>\n
\n
InVision Technologies<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
\u00a0\u00a0\u00a0\u00a0\u00a0 Mr.
\n  Stephen Blum<\/font><\/p>\n<\/td>\n<\/tr>\n
\n
7151 Gateway Blvd.<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
220 East 65th<\/sup> Street<\/font><\/p>\n<\/td>\n<\/tr>\n
\n
Newark, CA 94560<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
New York, NY 10021<\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n\n\n\n\n
\n
By:<\/font><\/p>\n<\/td>\n
\n
\/s\/ Sergio Magistri<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
By:<\/font><\/p>\n<\/td>\n
\n
\/s\/ Stephen Blum<\/font><\/p>\n<\/td>\n<\/tr>\n
\n
Name:<\/font><\/p>\n<\/td>\n
\n
Sergio Magistri<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Name:<\/font><\/p>\n<\/td>\n
\n
Stephen Blum<\/font><\/p>\n<\/td>\n<\/tr>\n
\n
Title:<\/font><\/p>\n<\/td>\n
\n
President & CEO<\/font><\/p>\n<\/td>\n
\n<\/td>\n\n
Title:<\/font><\/p>\n<\/td>\n
\n
Director<\/font><\/p>\n<\/td>\n<\/tr>\n<\/table>\n
\n
EXHIBIT B<\/font><\/p>\n
\n
INDEMNITY AGREEMENT<\/font><\/p>\n
\n
THIS AGREEMENT <\/font><\/b>is made and entered
\ninto this 30th day of May, 2001 by and between INVISION TECHNOLOGIES, INC<\/b>.,
\na Delaware corporation (the \u0093Corporation\u0094), and Stephen Blum <\/b>(\u0093Agent\u0094).<\/font><\/p>\n
RECITALS<\/font><\/b><\/p>\n
\n
WHEREAS, <\/font><\/b>Agent performs a
\nvaluable service to the Corporation in his capacity as Director of the
\nCorporation;<\/font><\/p>\n
WHEREAS,
\n<\/font><\/b>the stockholders of the Corporation have adopted bylaws (the \u0093Bylaws\u0094)
\nproviding for the indemnification of the directors, officers, employees and
\nother agents of the Corporation, including persons serving at the request of
\nthe Corporation in such capacities with other corporations or enterprises, as
\nauthorized by the Delaware General Corporation Law, as amended (the \u0093Code\u0094);<\/font><\/p>\n
WHEREAS,
\n<\/font><\/b>the Bylaws and the Code, by their non-exclusive nature, permit contracts
\nbetween the Corporation and its agents, officers, employees and other agents
\nwith respect to indemnification of such persons; and<\/font><\/p>\n
WHEREAS,
\n<\/font><\/b>in order to induce Agent to continue to serve as Director of the
\nCorporation, the Corporation has determined and agreed to enter into this
\nAgreement with Agent;<\/font><\/p>\n
NOW,
\nTHEREFORE, <\/font><\/b>in consideration of
\nAgent\u0092s continued service as Director after the date hereof, the parties hereto
\nagree as follows:<\/font><\/p>\n
AGREEMENT<\/font><\/b><\/p>\n
\n
1. Services to the Corporation. <\/font><\/b>Agent will serve,
\nat the will of the Corporation or under separate contract, if any such contract
\nexists, as Director of the Corporation or as a director, officer or other
\nfiduciary of an affiliate of the Corporation (including any employee benefit
\nplan of the Corporation) faithfully and to the best of his ability so long as
\nheis
\nduly elected and qualified in accordance with the provisions of the Bylaws or
\nother applicable charter documents of the Corporation or such affiliate; provided,
\nhowever, <\/i>that Agent may at anytime and for any reason resign from
\nsuch position (subject to any contractual obligation that Agent may have
\nassumed apart from this Agreement) and that the Corporation or any affiliate
\nshall have no obligation under this Agreement to continue Agent in any such
\nposition.<\/font><\/p>\n
2. Indemnity of Agent. <\/font><\/b>The Corporation
\nhereby agrees to hold harmless and indemnify Agent to the fullest extent
\nauthorized or permitted by the provisions of the Bylaws and the Code, as the
\nsame may be amended from time to time (but, only to the extent that such
\namendment permits the Corporation to provide broader indemnification rights
\nthan the Bylaws or the Code permitted prior to adoption of such amendment).<\/font><\/p>\n
3. Additional Indemnity. <\/font><\/b>In addition to and
\nnot in limitation of the indemnification otherwise provided for herein, and
\nsubject only to the exclusions set forth in Section 4 hereof, the Corporation
\nhereby further agrees to hold harmless and indemnify Agent:<\/font><\/p>\n
(a) <\/font><\/b>against any and all
\nexpenses (including attorneys\u0092 fees), witness fees, damages, judgments, fines
\nand amounts paid in settlement and any other amounts that Agent becomes legally
\nobligated to pay because of any claim or claims made against or by him in
\nconnection with any threatened, pending or completed action, suit or
\nproceeding, whether civil, criminal, arbitrational, administrative or
\ninvestigative (including an action by or in the right of the Corporation) to
\nwhich Agent is, was or at any time becomes a party, or is threatened to be made
\na party, by reason of the fact that Agent is, was or at any time becomes a
\ndirector, officer, employee or other agent of Corporation, or is or was serving
\nor at any time serves at the request of the Corporation as a director, officer,
\nemployee or other agent of another corporation, partnership, joint venture,
\ntrust, employee benefit plan or other enterprise; and<\/font><\/p>\n
(b) <\/font><\/b>otherwise to the fullest extent
\nas may be provided to Agent by the Corporation under the non-exclusivity
\nprovisions of the Code and Section 41 of the Bylaws.<\/font><\/p>\n
4. Limitations on Additional Indemnity.
\n<\/font><\/b>No indemnity pursuant to Section 3 hereof shall be paid by the
\nCorporation:<\/font><\/p>\n
(a) <\/font><\/b>on account of any claim against
\nAgent solely for an accounting of profits made from the purchase or sale by
\nAgent of securities of the Corporation pursuant to the provisions of Section
\n16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
\nprovisions of any federal, state or local statutory law;<\/font><\/p>\n
(b) <\/font><\/b>on account of Agent\u0092s conduct
\nthat is established by a final judgment as knowingly fraudulent or deliberately
\ndishonest or that constituted willful misconduct;<\/font><\/p>\n
(c) <\/font><\/b>on account of Agent\u0092s conduct
\nthat is established by a final judgment as constituting a breach of Agent\u0092s
\nduty of loyalty to the Corporation or resulting in any personal profit or
\nadvantage to which Agent was not legally entitled;<\/font><\/p>\n
(d) <\/font><\/b>for which payment is actually
\nmade to Agent under a valid and collectible insurance policy or under a valid
\nand enforceable indemnity clause, bylaw or agreement, except in respect of any
\nexcess beyond payment under such insurance, clause, bylaw or agreement;<\/font><\/p>\n
(e) <\/font><\/b>if indemnification is not lawful
\n(and, in this respect, both the Corporation and Agent have been advised that
\nthe Securities and Exchange Commission believes that indemnification for
\nliabilities arising under the federal securities laws is against public policy
\nand is, therefore, unenforceable and that claims for indemnification should be
\nsubmitted to appropriate courts for adjudication); or<\/font><\/p>\n
(f) <\/font><\/b>in connection with any
\nproceeding (or part thereof) initiated by Agent, or any proceeding by Agent
\nagainst the Corporation or its directors, officers, employees or other agents,
\nunless (i) such indemnification is expressly required to be made by law, (ii)
\nthe proceeding was authorized by the Board of Directors of the Corporation,
\n(iii) such indemnification is provided by the Corporation, in its sole
\ndiscretion, pursuant to the powers vested in the Corporation under the Code, or
\n(iv) the proceeding is initiated pursuant to Section 9 hereof.<\/font><\/p>\n
5. Continuation of Indemnity. <\/font><\/b>All agreements and
\nobligations of the Corporation contained herein shall continue during the
\nperiod Agent is a director, officer, employee or other agent of the Corporation
\n(or is or was serving at the request of the Corporation as a director, officer,
\nemployee or other agent of another corporation, partnership, joint venture,
\ntrust, employee benefit plan or other enterprise) and shall continue thereafter
\nso long as Agent shall be subject to any possible claim or threatened, pending
\nor completed action, suit or proceeding, whether civil, criminal,
\narbitrational, administrative or investigative, by reason of the fact that
\nAgent was serving in the capacity referred to herein.<\/font><\/p>\n
6. Partial Indemnification. <\/font><\/b>Agent shall be
\nentitled under this Agreement to indemnification by the Corporation for a
\nportion of the expenses (including attorneys\u0092 fees), witness fees, damages,
\njudgments, fines and amounts paid in settlement and any other amounts that
\nAgent becomes legally obligated to pay in connection with any action, suit or
\nproceeding referred to in Section 3 hereof even if not entitled hereunder to
\nindemnification for the total amount thereof, and the Corporation shall
\nindemnify Agent for the portion thereof to which Agent is entitled.<\/font><\/p>\n
7. Notification and Defense of Claim. <\/font><\/b>Not later than
\nthirty (30) days after receipt by Agent of notice of the commencement of any
\naction, suit or proceeding, Agent will, if a claim in respect thereof is to be
\nmade against the Corporation under this Agreement, notify the Corporation of
\nthe commencement thereof; but the omission so to notify the Corporation will
\nnot relieve it from any liability which it may have to Agent otherwise than
\nunder this Agreement. With respect to any such action, suit or proceeding as to
\nwhich Agent notifies the Corporation of the commencement thereof:<\/font><\/p>\n
(a)\u00a0\u00a0 <\/font><\/b>the Corporation will be entitled
\nto participate therein at its own expense;<\/font><\/p>\n
(b)\u00a0\u00a0 <\/font><\/b>except as otherwise provided
\nbelow, the Corporation may, at its option and jointly with any other indemnifying
\nparty similarly notified and electing to assume such defense, assume the
\ndefense thereof, with counsel reasonably satisfactory to Agent. After notice
\nfrom the Corporation to Agent of its election to assume the defense thereof,
\nthe Corporation will not be liable to Agent under this Agreement for any legal
\nor other expenses subsequently incurred by Agent in connection with the defense
\nthereof except for reasonable costs of investigation or otherwise as provided
\nbelow. Agent shall have the right to employ separate counsel in such action,
\nsuit or proceeding but the fees and expenses of such counsel incurred after
\nnotice from the Corporation of its assumption of the defense thereof shall be
\nat the expense of Agent unless (i) the employment of counsel by Agent has been
\nauthorized by the Corporation, (ii) Agent shall have reasonably concluded, and
\nso notified the Corporation, that there is an actual conflict of interest
\nbetween the Corporation and Agent in the conduct of the defense of such action
\nor (iii) the Corporation shall not in fact have employed counsel to assume the
\ndefense of such action, in each of which cases the fees and expenses of Agent\u0092s
\nseparate counsel shall be at the expense of the Corporation. The Corporation
\nshall not be entitled to assume the defense of any action, suit or proceeding
\nbrought by or on behalf of the Corporation or as to which Agent shall have made
\nthe conclusion provided for in clause (ii) above; and<\/font><\/p>\n
(c)\u00a0\u00a0 <\/font><\/b>the Corporation shall not be
\nliable to indemnify Agent under this Agreement for any amounts paid in
\nsettlement of any action or claim effected without its written consent, which
\nshall not be unreasonably withheld. The Corporation shall be permitted to
\nsettle any action except that it shall not settle any action or claim in any
\nmanner which would impose any penalty or limitation on Agent without Agent\u0092s
\nwritten consent, which may be given or withheld in Agent\u0092s sole discretion.<\/font><\/p>\n
8. Expenses. <\/font><\/b>The Corporation
\nshall advance, prior to the final disposition of any proceeding, promptly
\nfollowing request therefor, all expenses incurred by Agent in connection with
\nsuch proceeding upon receipt of an undertaking by or on behalf of Agent to
\nrepay said amounts if it shall be determined ultimately that Agent is not
\nentitled to be indemnified under the provisions of this Agreement, the Bylaws,
\nthe Code or otherwise.<\/font><\/p>\n
9. Enforcement. <\/font><\/b>Any right to
\nindemnification or advances granted by this Agreement to Agent shall be
\nenforceable by or on behalf of Agent in any court of competent jurisdiction if
\n(i) the claim for indemnification or advances is denied, in whole or in part,
\nor (ii) no disposition of such claim is made within ninety (90) days of request
\ntherefor. Agent, in such enforcement action, if successful in whole or in part,
\nshall be entitled to be paid also the expense of prosecuting his claim. It
\nshall be a defense to any action for which a claim for indemnification is made
\nunder Section 3 hereof (other than an action brought to enforce a claim for
\nexpenses pursuant to Section 8 hereof, provided that <\/i>the required undertaking has
\nbeen tendered to the Corporation) that Agent is not entitled to indemnification
\nbecause of the limitations set forth in Section 4 hereof. Neither the failure
\nof the Corporation (including its Board of Directors or its stockholders) to
\nhave made a determination prior to the commencement of such enforcement action
\nthat indemnification of Agent is proper in the circumstances, nor an actual
\ndetermination by the Corporation (including its Board of Directors or its stockholders)
\nthat such indemnification is improper shall be a defense to the action or
\ncreate a presumption that Agent is not entitled to indemnification under this
\nAgreement or otherwise.<\/font><\/p>\n
10. Subrogation. <\/font><\/b>In the event of
\npayment under this Agreement, the Corporation shall be subrogated to the extent
\nof such payment to all of the rights of recovery of Agent, who shall execute
\nall documents required and shall do all acts that may be necessary to secure
\nsuch rights and to enable the Corporation effectively to bring suit to enforce
\nsuch rights.<\/font><\/p>\n
11. Non-Exclusivity of Rights. <\/font><\/b>The rights
\nconferred on Agent by this Agreement shall not be exclusive of any other right
\nwhich Agent may have or hereafter acquire under any statute, provision of the
\nCorporation\u0092s Certificate of Incorporation or Bylaws, agreement, vote of
\nstockholders or directors, or otherwise, both as to action in his official
\ncapacity and as to action in another capacity while holding office.<\/font><\/p>\n
12. Survival of Rights.<\/font><\/b><\/p>\n
(a)\u00a0\u00a0 <\/font><\/b>The rights conferred on Agent by
\nthis Agreement shall continue after Agent has ceased to be a director, officer,
\nemployee or other agent of the Corporation or to serve at the request of the
\nCorporation as a director, officer, employee or other agent of another
\ncorporation, partnership, joint venture, trust, employee benefit plan or other
\nenterprise and shall inure to the benefit of Agent\u0092s heirs, executors and
\nadministrators.<\/font><\/p>\n
(b)\u00a0\u00a0 <\/font><\/b>The Corporation shall require
\nany successor (whether direct or indirect, by purchase, merger, consolidation
\nor otherwise) to all or substantially all of the business or assets of the
\nCorporation, expressly to assume and agree to perform this Agreement in the
\nsame manner and to the same extent that the Corporation would be required to
\nperform if no such succession had taken place.<\/font><\/p>\n
13. Separability. <\/font><\/b>Each of the
\nprovisions of this Agreement is a separate and distinct agreement and
\nindependent of the others, so that if any provision hereof shall be held to be
\ninvalid for any reason, such invalidity or unenforceability shall not affect
\nthe validity or enforceability of the other provisions hereof. Furthermore, if
\nthis Agreement shall be invalidated in its entirety on any ground, then the
\nCorporation shall nevertheless indemnify Agent to the fullest extent provided by
\nthe Bylaws, the Code or any other applicable law.<\/font><\/p>\n
14. Governing Law. <\/font><\/b>This Agreement
\nshall be interpreted and enforced in accordance with the laws of the State of
\nDelaware.<\/font><\/p>\n
15. Amendment and Termination. <\/font><\/b>No amendment,
\nmodification, termination or cancellation of this Agreement shall be effective
\nunless in writing signed by both parties hereto.<\/font><\/p>\n
16. Identical Counterparts. <\/font><\/b>This Agreement may
\nbe executed in one or more counterparts, each of which shall for all purposes
\nbe deemed to be an original but all of which together shall constitute but one
\nand the same Agreement. Only one such counterpart need be produced to evidence
\nthe existence of this Agreement.<\/font><\/p>\n
17. Headings. <\/font><\/b>The headings of the
\nsections of this Agreement are inserted for convenience only and shall not be
\ndeemed to constitute part of this Agreement or to affect the construction
\nhereof.<\/font><\/p>\n
18. Notices. <\/font><\/b>All notices,
\nrequests, demands and other communications hereunder shall be in writing and
\nshall be deemed to have been duly given (i) upon delivery if delivered by hand
\nto the party to whom such communication was directed or (ii) upon the third
\nbusiness day after the date on which such communication was mailed if mailed by
\ncertified or registered mail with postage prepaid:<\/font><\/p>\n
(a)\u00a0\u00a0 <\/font><\/b>If to Agent, to:\u00a0 220 East 65th<\/sup> Street, New York,
\nNY 10021<\/font><\/p>\n
(b)\u00a0\u00a0 <\/font><\/b>If to the Corporation, to:<\/font><\/p>\n
INVISION<\/font><\/b> TECHNOLOGIES, INC.<\/font><\/b><\/p>\n
7151 Gateway Blvd.<\/font><\/p>\n
Newark, CA 94560<\/font><\/p>\n
or to such other address as may have been
\nfurnished to Agent by the Corporation.<\/font><\/p>\n
IN WITNESS WHEREOF, <\/font><\/b>the parties hereto
\nhave executed this Agreement on and as of the day and year first above written.<\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n
INVISION TECHNOLOGIES, INC,<\/font><\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
By:<\/font><\/p>\n<\/td>\n
\n
\/s\/ Sergio Magistri<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Name: Sergio Magistri<\/font><\/p>\n<\/td>\n
\n
Title President & CEO<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
AGENT<\/font><\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
\/s\/ Stephen Blum<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Name: <\/font>Stephen Blum<\/font><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9539,9544],"class_list":["post-38550","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38550","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38550"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38550"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38550"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38550"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}