Vice President, Finance Employment Agreement

EMPLOYMENT AGREEMENT





This Employment Agreement (this "Agreement") is entered into as of January 21, 2008 (the "Effective Date"), by and between InFocus Corporation, an Oregon corporation, with its principal executive offices at 27500 SW Parkway Avenue, Wilsonville, Oregon 97070-8238 (the "Company"), and Lisa K. Prentice (" Executive").



WHEREAS, the Company desires to employ and retain Executive as its Senior Vice President, Finance and, effective upon the filing with the U.S. Securities Exchange Commission of the Company92s 2007 Annual Report on Form 10-K, as Chief Financial Officer , and to enter into an agreement embodying the terms of such employment; and



WHEREAS, Executive desires to accept such employment and enter into such an agreement.



NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and Executive (the "Parties"), the Parties hereby agree as follows:



1. Term of Employment . The Company hereby agrees to employ Executive, and Executive hereby accepts such employment with the Company, on an at-will basis upon the terms and subject to the conditions set forth in this Agreement, commencing on January 21, 2008 (the "Commencement Date").



2. Title; Duties . Executive shall serve as the Company92s Senior Vice President, Finance and, effective upon the filing with the U.S. Securities Exchange Commission of the Company92s 2007 Annual Report on Form 10-K, as Chief Financial Officer, reporting directly to the Company92s Chief Executive Officer ("CEO").



3. No Conflicting Commitments . Executive shall devote substantially all of Executive92s business time and efforts to the performance of Executive92s duties hereunder. Executive shall disclose any outside board service and may be required to terminate should the Company decide conflict exists. Executive will not enter into any employment or consulting agreement which, in the opinion of the Company92s CEO, conflicts with the Company92s interests or which might impair the performance of Executive92 s duties as an employee of the Company consistent with the terms herein.



4. Compensation and Benefits.



4.1 Base Salary . The Company shall pay Executive for Executive92s services hereunder a base salary at the annual rate of $260,000, payable in regular installments in accordance with the Company92s usual payroll practices.



4.2 2008 Performance Bonus . Executive shall be eligible to receive a bonus based on achievement of measures to be determined by the Company92s Compensation Committee for the period of January 21, 2008 through December 31, 2008. The target bonus shall be 45% of Executive92s base salary.



4.3 Annual Bonus . Commencing in calendar year 2009, Executive shall be eligible to receive an annual bonus if measures defined by the Company92s Compensation Committee are achieved.



4.4 Compensation Review . Executive92s compensation shall be reviewed annually by the Company92s Compensation Committee.



4.5 Restricted Stock. Upon commencement of her employment, Executive shall be granted 100,000 shares of restricted common stock. These shares will vest 25% after one year of employment and 1/48 per month thereafter. If, during the vesting period, the Company is acquired in a transaction in which the Company92s shareholders receive the equivalent of $4.00/share or greater, these shares shall fully vest immediately prior to completion of the acquisition transaction.



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4.6 Options . Upon commencement of her employment, Executive shall be granted an option to purchase 150,000 shares of common stock at a price per share equal to the closing price of the Company92s stock on Executive92s first day of employment. These options will vest 25% after one year of employment and 1/48 per month thereafter. These options will expire after seven years.



4.7 Accelerated Vesting . Except for the accelerated vesting of the restricted stock grant upon acquisition of the Company at $4.00 per share or greater, as provided in paragraph 4.5 above, the restricted stock and stock option grants awarded in accordance with paragraphs 4.5 and 4.6 above will be subject to "double trigger" acceleration of vesting in the event Executive92s employment is involuntarily terminated or Executive resigns for Good Reason within one year after a Change of Control. The definitions of Change of Control and Good Reason will be the same as those used for grants previously made to other Company executive officers. If the "double trigger" conditions are met, Executive92s restricted stock grant will fully vest and Executive92s stock option grant will vest as to 25% of the total shares if the conditions are met during Executive92s first year of employment, as to 66% of the total shares if the conditions are met during Executive92s second year of employment, and as to 100% of the total shares if the conditions are met during or after Executive92s third year of employment.



4.8 Executive Benefits . Subject to any contributions generally required of senior executives of the Company, Executive shall be entitled to receive such employee benefits (including fringe benefits, 401(k) plan participation, and life, health, dental, accident and short- and long-term disability insurance) which the Company may, in its sole and absolute discretion, make available generally to its senior executives or personnel similarly situated; provided, however, that it is hereby acknowledged and agreed that any such employee benefit plans may be altered, modified or terminated by the Company at any time in its sole discretion without recourse by Executive.



4.9 Business Expenses and Perquisites. Upon delivery of adequate documentation of expenses incurred in accordance with the policies and practices of the Company, Executive shall be entitled to reimbursement by the Company for reasonable travel, entertainment and other business expenses in accordance with such policies as the Company may from time to time have in effect.



4.10 Taxes. All of Executive92s compensation, including, but not limited to the base salary, shall be subject to withholding for all federal, state and local employment-related taxes, including income, social security, and similar taxes.



4.11 Severance . Executive shall be eligible for twelve (12) months of salary continuation and other severance benefits in accordance with the Company92s Executive Severance Plan.





5. Termination.



5.1. Termination by the Company . The Board may terminate Executive92s employment hereunder at any time with or without cause to be effective immediately upon delivery of notice thereof. The effective date of Executive92s termination shall be referred to herein as the " Termination Date." If Executive92s employment is terminated by the Company pursuant to this Section 5.1, the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date.



5.2 Termination by Executive . Executive92s employment hereunder may be terminated by Executive at any time upon not less than thirty (30) days92 prior written notice from Executive to the Company. Executive agrees that such notice period is reasonable and necessary in light of the duties assumed by Executive pursuant to this Agreement and fair in light of the consideration Executive is receiving pursuant to this Agreement. If Executive terminates Executive92s employment with the Company pursuant to this Section 5.2, the Company shall pay Executive only all amounts owed to Executive for work performed prior to the Termination Date. In the event of such notice by Executive, the Company may limit Executive92s activities during the notice



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period or impose any other restrictions it deems necessary and reasonable, including relieving Executive of all duties during the notice period.



6. Confidentiality . Executive understands that the Company continually obtains and develops valuable proprietary and confidential information concerning its business, business relationships and financial affairs and contemporaneously herewith she has entered into a Business Protection Agreement in the form attached hereto as Exhibit A .



7. Notices . Any notice hereunder by either Party to the other shall be given in writing by personal delivery, facsimile, overnight courier or certified mail, return receipt requested, addressed, if to the Company, to the attention of the CEO at the Company92s executive offices or to such other address as the Company may designate in writing at any time or from time to time to Executive, and if to Executive, to Executive92s most recent address on file with the Company. Notice shall be deemed given, if by personal delivery or by overnight courier, on the date of such delivery or, if by facsimile, on the business day following receipt of delivery confirmation or, if by certified mail, on the date shown on the applicable return receipt.



8. Assignment . This Agreement may not be assigned by either Party without the prior written consent of the other Party, provided however that the Company may assign this Agreement without Executive92s consent in the event of a Change in Control, as such term is defined in the Company92s Executive Severance Plan.



9. Entire Agreement. This Agreement, and the Company92s policies and procedures in effect and as amended from time to time, constitute the entire agreement between the Parties with respect to the subject matter hereof and there have been no oral or other agreements of any kind whatsoever as a condition precedent or inducement to the signing of this Agreement or otherwise concerning this Agreement or the subject matter hereof. To the extent there is any conflict between this Agreement and the Company policies and procedures, this Agreement shall prevail.



10. Expenses. The Parties shall each pay their own respective expenses incident to the enforcement or interpretation of, or dispute resolution with respect to, this Agreement, including all fees and expenses of their counsel for all activities of such counsel undertaken pursuant to this Agreement.



11. Governing Law . This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of Oregon.



12. Submission to Jurisdiction; Waiver . Each party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and enforcement of any judgment in respect hereof or thereof brought by another party hereto or its successors or assigns may be brought and determined in the courts of the State of Oregon and each party hereby irrevocably submits with regard to any action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts.



13. Waivers and Further Agreements . Any waiver of any terms or conditions of this Agreement shall not operate as a waiver of any other breach of such terms or conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. Each of the Parties agrees to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement.



14. Amendments . This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected except by an instrument in writing executed by both Parties.



15. Severability . If any provision of this Agreement shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases, because of the conflict of any provision with any constitution or statute or rule



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of public policy or for any other reason, such circumstance shall not have the effect of rendering the provision or provisions in question invalid, inoperative or unenforceable in any other jurisdiction or in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to the extent that such o ...