This Employment Agreement is entered into on this 3rd day of October, 1997 by and between Norris
Communications, Inc. ("Employer") ("Company") and Alfred H. Falk ("Employee").
1. Position and Title:
Employee's position and title shall be President.
Employee shall report to the Chief Executive Officer/Chairman of the Board (Elwood Norris).
Employee shall be responsible for all day-to-day activities of the business and shall assume management
responsibility for all functions and individuals who are part of the Company's operations.
Employee shall be a member of the Board of Directors for the Company and shall participate in all board related
Employee's base compensation shall be $96,000 per year. Future increases and bonuses shall be at the
determination of the Board of Directors, based on performance.
3. Stock Options:
As soon as Employer is legally and contractually permitted, it shall issue Employee a stock option of 400,000
shares. Pricing shall be based on the terms and conditions of the existing plan.
This stock option shall vest one-third immediately with the balance over a two- year period in equal amounts on
the first and second annual anniversary dates of the execution of the stock option agreement.
In the event of any corporate occurrence affecting stock options, the options of Employee will be treated
equivalently with those of any senior officers of the Company.
4. Termination and Change of Control:
In the event termination occurs for reasons other than: (1) cause or (2) Employee's voluntary termination, six
months severance shall be provided:
including base compensation; health and medical benefits; and outplacement services.
For purposes of this agreement, "cause" shall be defined as contemplated by
Section 2924 of the California Labor Code.
In the event there is a change of control during Employee's employment, a new owner controls more than 50
percent of the company's common stock and Emplo