THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Don Scifres ("Scifres")
and Spectra Diode Laboratories, Inc. (the "Company"), and is effective as of the 17th day of July, 1992.
The parties hereby agree as follows:
1. Period of Employment.
The company will employ Scifres to render services to the company in the position and with the duties and
responsibilities described in Section 2, for the compensation specified in Sections 3 and 4 and for the period
commencing on the effective date of this Agreement and ending on termination as provided in
2. Position and Duties.
Scifres accepts employment with the Company as its President, Chief Executive Officer and Chairman of the
Board of Directors. As such, Scifres shall have overall responsibility for the management and operations of the
Company, subject to the supervision and responsibilities of the Board of Directors. In addition, Scifres shall have
the duties and responsibilities of the foregoing positions as set forth in the Bylaws of the Company. Any change in
Scifres' position and/or duties hereunder or a change in the location at which he is to perform services hereunder
which results in a commute for Scifres from his current residence in excess of 25 miles shall constitute a
termination of this Agreement by the Company. Scifres shall report directly to the Board of Directors.
(a) Base Salary. Scifres shall receive a base salary of $170,684 per year, payable in equal installments in
accordance with the Company's current practices. The foregoing base salary shall be subject to annual increases
on January 1 of each year during the term of this Agreement, as determined by the Board of Directors in its sole
(b) Bonuses. The Board of Directors shall approve an annual operating plan for the Company. Scifres shall
receive cash bonuses in connection with each audit of the Company's results of operations conducted by the