Exhibit 10.36(k)
----------------
VIISAGE TECHNOLOGY, INC
30 PORTER ROAD
LITTLETON, MASSACHUSETTS 01460
November 3, 2001
Mr. Thomas J. Colatosti
Viisage Technology, Inc.
30 Porter Road
Littleton, Massachusetts 01460
Dear Tom,
I am pleased to offer you a three-year extension of your employment as
President and Chief Executive Officer of Viisage Technology, Inc. (the
"Company") commencing November 3, 2001. The terms of the extension are as
follows:
1. Base Salary: $275,000 per year, subject to annual review by the
-----------
Compensation Committee of the Board of Directors.
2. Bonus: Up to 50% of your base salary, based on annual performance criteria
-----
to be established by the Compensation Committee.
3. Stock Options: The Company shall grant you options to purchase 600,000
-------------
Shares of common stock of the Company at an exercise price of $3.0625 per
share pursuant to the Company's Amended and Restated 1996 Management Stock
Option Plan. These options shall vest according to the following schedule:
(a) Options to purchase 300,000 shares shall vest in thirty-six
increments on the first day of each month commencing December 1, 2001, and
continuing thereafter for the next thirty-five months. The first increment
shall be for 8,345 shares and the remaining thirty-five increments shall be
for 8,333 shares. These options shall accelerate upon a change in control
of the Company, as defined in the option agreement relating to such shares.
(b) The remaining options to purchase 300,000 shares shall vest in
three increments of 100,000 shares. The first increment shall vest when and
if the average NASDAQ price of the Company's common stock for any twenty
consecutive trading days reaches $10.00 per share; the second increment
shall vest when and if the average NASDAQ price reaches $20.00 for any
twenty consecutive trading days; and the third increment shall vest when
and if the average NASDAQ price reaches $30.00 for any twenty consecutive
trading days.
Mr. Thomas J. Colatosti
November 3, 2001
Page 2
(c) In all cases, the vesting of these options is conditioned on
your being employed by the Company on the vesting date.
(d) These options are in addition to any options which you have been
granted prior to the date of this agreement.
4. Benefits: You will continue your participation in the Company's executive
--------
employee benefit plans as in effect from time to time. A summary of the
current executive benefits has been furnished to you.
5. Severance Agreement: If your employment is terminated by the Company, the
-------------------
Company will continue to pay your then current base salary in accordance
with regular payroll practices for six months following the termination
date; provided that no severance payments shall be made if your employment
with the Company is terminated for "cause" or if executive employment
(which makes reasonably appropriate use of your skills and experience) at
your then current base salary is offered to you within ten days of the
termination date for that six month period by Lau Technologies or one of
its affiliates. Further, upon the termination of your employment by the
Company, you will be entitled to receive any bonus earned pursuant to
Section 2 above for the period prior to the termination date. "Cause" shall
mean you have (i) been convicted of or entered a plea of no contest
relating to any illegal act that materially and adversely reflects upon the
business, affairs or reputation of Viisage, or (ii) materially neglected to
discharge your responsibilities as an executive employee of Viisage,
provided that any termination under this clause (ii) shall occur only after
the written notice to you and an opportunity to cure such breach within 30
days of such notice.
6. Noncompetition and Nonsolicitation.
----------------------------------
(a) During your employment with the Company and for one year after
the termination of your employment with the Company, whether for cause or
otherwise, you will not (unless otherwise approved in writing by the
Chairman of the Company) for yourself or on behalf of any other person or
entity, directly or indirectly, engage in any business activity relating to
"developing biometric products." "Developing biometric products" shall mean
involvement in or management of research, developing software, integrating
systems, supporting customers, developing technologies, developing business
or business relations, and development of services for or related to any or
all of the following: identification cards, drivers licenses, image-based
security systems, image-based fraud detection systems, fingerprint
analysis, hand geometry analysis, any biometric system, and any biometric
technology.
Mr. Thomas J. Colatosti
November 3, 2001
Page 3
(b) During your employment with the Company and for one year after
the termination of your employment with the Company, whether for cause or
otherwise, you will not (unless otherwise approved in writing by the
Chairman of the Company) for yourself or on behalf of any other person or
entity, directly or indirectly, solicit, employ or engage any person who
was employed by the Company at any time during the six month period prior
to the termination of your employment with the Company or becomes an
employee of the Company at any time during the six month period after said
termination.
(c) In addition to any other remedies available to it, the Company
will have the right to seek injunctive or other equitable relief to prevent
any violation of this Section 6.
(d) This Section 6 shall supersede any prior agreement between the
Company and you as to noncompetition or nonsolicitation.
7. Miscellaneous. Subject to Section 6(d), you will continue to be bound by
-------------
the intellectual property and confidentiality agreement you previously
executed and delivered to the Company. This agreement may only be modified
by a written instrument executed by the Company and you. This agreement
will be governed by the laws of the Commonwealth of Massachusetts, without
regard to choice of law provisions. The failure of either party to exercise
any right or the waiver by either party of any breach, will not prevent a
subsequent exercise of such right or be deemed a waiver of any later breach
of the same or any other term of this agreement. If any provision of this
agreement is held to be invalid, illegal, or unenforceable, such provision
will only be modified to the extent required to be enforceable under
applicable law.
If the terms of this extension is acceptable, please indicate your
acceptance and agreement by countersigning below.
Very truly yours,
/s/ Denis K. Berube
Denis K. Berube
Chairman
AGREED AND ACCEPTED:
/s/ Tom Colatosti
Tom Colatosti
Mr. Thomas J. Colatosti
November 3, 2001
Page 4