Employment Agreement 5/2/05 Between Steven Williamson

EMPLOYMENT AGREEMENT


This Agreement, made this May 2, 2005 by and between Advanced Photonix, Inc. a Delaware corporation (hereinafter called the "Company"), and Steven Williamson, an individual (hereinafter called "Employee").


RECITALS:


1. The Company develops, manufactures and distributes III-V photodiodes and III-V based photo detectors and terahertz instrumentation through its Picometrix operating division (the "Picometrix Business Unit"); and


2. The Company wishes to employ Employee and utilize his professional experience, ability, services background and know-how; and


3. Employee wishes to enter into the employ of the Company on the terms and conditions contained in this Agreement.


NOW, THEREFORE, in consideration of the covenants and conditions set forth in this Agreement and for other good and valuable consideration, which has been received and which is sufficient, the parties agree to the following terms:


A. EMPLOYMENT TERM. Subject to the terms and conditions contained in this Agreement, the Company employs Employee, and Employee agrees to be employed by the Company, for a three (3) year period from the date of this Agreement unless this Agreement is terminated in accordance with Section K (the "Employment Term").


B. DUTIES. Employee's position with the Company will be Chief Technology Officer ("CTO") reporting to the Chief Executive Officer and the General Manager of the Picometrix Business Unit. As such, Employee will initially be primarily responsible for the development of the T-RAY product, optimization of the Telecom Product offering and assisting the overall development of Research and Development for the Company. As CTO, Employee will have the responsibility for integration of the product development activities of the Picometrix Business Unit into the Company's corporate Development Plan, reporting progress and managing budgets and timelines for completion of development. Employee will also assist in the evaluation of potential acquisition targets as to the viability and applicability of technology for the Company. Employee shall have such other authority and responsibilities as the Chief Executive Officer and the Board of Directors of the Company reasonably may determine from time to time.


C. TIME AND EFFORTS. Employee shall devote his entire working time, energy, skill and best efforts to the performance of his duties hereunder in a manner, which will faithfully and diligently further the business and interest of the Company. Notwithstanding the foregoing, Employee shall be permitted to maintain memberships on the Boards of Directors of other organizations identified to the Company in writing, provided that such activities shall not, at any time, (i) conflict with Employee's responsibilities hereunder or (ii) preclude the Company or any Subsidiary (as defined below) of the Company, from obtaining contracts from any such company


or organization. For the purposes of this Agreement, any corporation with respect to which the Company has the ability to control more than fifty percent of the voting power shall be a "Subsidiary" and all such corporations shall be "Subsidiaries."


D. COMPENSATION AND BENEFITS. Upon execution of this Agreement, the Company shall pay Employee a "signing bonus" of $30,000. For the services rendered by Employee to the Company, Employee shall receive a base salary at a rate of $185,000 per year ("Base Salary"), payable in reasonable installments in accordance with the Company's regular payroll practices in effect from time to time and subject to required withholding for taxes. Employee's Base Salary shall not be subject to decrease during the Employment Term, but is subject to merit increases as determined by the Compensation Committee of the Corporation's Board of Directors. In addition to the Base Salary, Employee shall be entitled to a bonus based on the "Bonus Matrix" for the Company approved by the Company's Board of Directors and to which the other senior executive officers of the Company are subject. Employee will be entitled to four (4) weeks of paid vacation and up to paid sick days each calendar year during the Employment Term (pro rated for any partial year). In the event of separation of Employee from the Company, all accrued vacation shall be paid at the then pro-rata hourly base rate of Employee in accordance with the Company's regular procedures and practices in effect from time to time. Employee will be entitled to participate in the group medical insurance and all other fringe benefit plans generally provided to employees within the Company in accordance with and subject to the terms of such plans and to other senior executive employees of the Company; provided, however, that the Company shall pay the premiums necessary to continue to pay the premiums on the identical individual disability policy, that Employee had from Picometrix, Inc. prior to the closing contemplated by the Stock Purchase Agreement, both of which shall be in addition to any group disability and life insurance provided by the Company to all or any portion of its employees.


E. EXPENSES. The Company will reimburse Employee for all reasonable expense incurred by Employee in connection with the performance of Employee's duties hereunder, upon receipt of appropriate documentation and in accordance with the Company's regular reimbursement procedures and practices in effect from time to time.


F. DEATH. If Employee dies, all payments hereunder shall cease as of the date on which Employee's death occurs and the Company shall have no further obligations or liabilities hereunder to Employee's estate or legal representative or otherwise, provided, however, that any salary, commission or benefits accrued but unpaid as of the date of termination shall be paid to Employee's estate or legal representative or otherwise.


G. CONFIDENTIALITY. Employee knows that the Company has in its possession business information which is confidential. During Employee's employment with the Company and after termination of Employee's employment, Employee will hold in confidence and will not use or reveal, divulge or make known to any person, company or any other third party, any Proprietary Information. "Proprietary Information" is any and all information or data, whether in writing, or learned by Employee orally, by observation or other sensory detection, relating to any product, product design, service, research, development, formula, process, method of distribution or delivery, know-how, trade secret, customer list, contract term, customer pricing, supplier list


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or price, business strategy, compensation, plan or practice, operating records, software, technology, sales data, information or other records, list or documents used by the Company in operating any of its businesses or otherwise except (i) information which at the time of disclosure is in the public domain; (ii) information which, after disclosure, becomes part of the public domain by publication or otherwise except by breach of this Agreement by Employee; (iii) information which Employee can establish by competent proof was in his possession at the time of disclosure by the Company or Picometrix and was not acquired directly or indirectly, from the Company and such proof is pres ...