MEMRY CORP
EMPLOYMENT AGREEMENT, DATED AS OF JULY 21, 2004
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<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>dex1023.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT, DATED AS OF JULY 21, 2004
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<TITLE>Employment Agreement, dated as of July 21, 2004</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.23 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>AMENDED AND RESTATED </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>EMPLOYMENT AGREEMENT </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">This Amended and Restated Employment Agreement, dated as of the 21st day of July 2004, between <B>Robert P. Belcher</B> (the &#147;Executive&#148;) and <B>Memry Corporation</B>, a Delaware corporation (the &#147;Company&#148;). </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><U>W</U> <U>I</U> <U>T</U> <U>N</U> <U>E</U> <U>S</U> <U>S</U> <U>E</U>
<U>T</U> <U>H</U>, </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company and the Executive
entered into an Employment Agreement on September 1, 2001, which superceded and replaced any prior written or verbal agreements; </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Company and the Executive desire to amend and restate the employment agreement on the terms and conditions set forth below (this
&#147;Agreement&#148;); </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, in consideration of the
commencement of the performance described in this Agreement, and effective as of the date hereof, the Company shall issue to the Executive an option to acquire 100,000 shares of the common stock of the Company pursuant to the terms of the
Company&#146;s Amended and Restated 1993 Long-Term Incentive Plan, which options shall (1) be incentive stock options to the extent permitted under the Internal Revenue Code of 1986, as amended, (2) have an exercise price equal to the fair market
value of the common stock on the date hereof, and (3) vest equally in annual installments over four years beginning on the first anniversary of the date hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
<P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the parties agree as follows: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">1. <B><U>Employment and Duties</U></B>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(a) The Company hereby agrees to employ the Executive, and the Executive
hereby accepts employment, upon the terms and conditions set forth herein. During the period during which he is employed hereunder (the &#147;Period of Employment&#148;), the Executive shall diligently and faithfully serve the Company in the
capacity of Vice Chairman, Senior Vice President, Finance and Administration, Chief Financial Officer and Corporate Secretary or in such other and/or lesser executive capacity or capacities as the Board of Directors and the Executive may, from time
to time, agree. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(b) During the term hereof, the Executive
shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company as the Company, acting through its Board of Directors, shall request from time to time. </FONT></P>
<P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Executive shall devote his best efforts and substantially all of
his business time, services and attention to the advancement of the Company&#146;s business and interests. The restrictions in this Section 1 shall in no way prevent the Executive from (except as </FONT>
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<FONT FACE="Times New Roman" SIZE="2">set forth in the immediately succeeding sentence) pursuing other activities, so long as all of such other activities do not, in the aggregate, materially
interfere with the Executive&#146;s duties hereunder (including his obligation to devote substantially all of his business time, services and attention to the Company). Notwithstanding the foregoing, however, the Executive shall not accept any
outside directorships without the prior consent of the Company&#146;s Board of Directors. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT
FACE="Times New Roman" SIZE="2">(d) The Executive shall, at all times during the Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Board of Directors of the Company. The Executive shall comply
with the directions and instructions made or given by or under the authority of the Company&#146;s Chief Executive Officer and/or its Board of Directors and whenever requested to do so shall give an account of all transactions, matters and things
related to the Company and its affiliates and their affairs with which the Executive is entrusted. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">2. <B><U>Term</U></B>. The initial term of this Agreement shall commence on the date hereof, and shall terminate on August 31, 2005. Thereafter, the term
of this Agreement shall be automatically renewed for successive one-year periods, each commencing on September 1 in the appropriate year and terminating on August 31 in the subsequent year, unless either party notifies the other in writing of such
party&#146;s intention not to renew at least ninety (90) days prior to the date on which the term of this Agreement would otherwise terminate. The Initial Term and such other periods for which the term hereof has been extended as aforesaid is
collectively referred to herein as the &#147;Term.&#148; In the event the Company elects not to renew this Agreement at the end of any Term, then the Company shall pay to the Executive (i) the Executive&#146;s base salary for a period of fifteen
(15) months following termination of this Agreement, as and when the same would otherwise be due, and (ii) an amount equal to 125% of the Executive&#146;s target bonus described in Section 3(b), as then in effect, in one lump sum; provided, however,
that such payment shall not be paid by the Company if such non-renewal is &#147;for cause&#148; (as defined below). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">3. <B><U>Compensation</U></B>. In consideration of the services rendered and to be rendered by the Executive, the Company agrees to compensate the
Executive as follows: </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(a) From the date hereof the Company
shall pay to the Executive an annual base salary of $214,000, payable in equal installments every two weeks. The Executive&#146;s base salary may be increased from time to time by the Board in accordance with normal business practices of the
Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(b) The Executive shall also be entitled to receive
additional compensation in the form of an annual target bonus in an amount equal to 50% of the Executive&#146;s annual base salary and/or stock option grants determined by and in the sole discretion of the Board of Directors of the Company. Such
target amount is based upon the Executive meeting all personal and Company performance goals and objectives. Such grants may be made pursuant to any bonus and/or incentive compensation programs that may be established by the Company, including
without limitation the Company&#146;s current incentive plans; provided, however, that nothing set forth in this sentence will in any way limit the Board of Directors discretion to approve or reject any bonus that the Executive would otherwise be
due under any such plans. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Executive shall be entitled to an automobile allowance of $500 per month, to be paid in
accordance with the Company&#146;s policy for paying automobile allowances as in effect from time to time. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(d) The Executive shall also be entitled to receive up to $15,000 per year from the Company towards retirement and/or deferred compensation benefits. This
amount may be invested in any manner as may be selected by the Executive. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT
FACE="Times New Roman" SIZE="2">(e) The Executive shall be entitled to other fringe benefits comparable to the benefits afforded to other executive employees of the Company, including but not limited to reasonable sick leave and coverage under any
health, dental, accident, hospitalization, disability, retirement, life insurance, 401(k), and annuity plans, programs or policies maintained by the Company. In addition, and without limiting the foregoing, the Company shall provide the Executive
with twenty working days of vacation per calendar year, no more than thirty of which (in the aggregate) may be carried over from one year to the next. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(f) The Executive shall be entitled to reimbursement, in accordance with Company policy, of all reasonable out-of-pocket expenses which he incurs on
behalf of the Company in the course of performing his duties hereunder, subject to furnishing appropriate documentation of such expenses to the Company&#146;s Chief Executive Officer. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">4. <B><U>Covenant Not to Compete; Nonsolicitation</U></B>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT
SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage,
directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for such
time after the Period of Employment as the Company is making severance payments to the Executive, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination of the
Period of Employment; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any
businesses being conducted by such publicly traded corporation; and (ii) the Executive, at his sole discretion, may, by written notice to the Company, terminate the Company&#146;s obligation to make severance payments to the Executive, and upon the
termination of such payments, the Executive&#146;s non-competition obligations pursuant to this Section 4 shall terminate. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid
or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace
any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so
modified after the expiration of the time within which the judgment may be appealed. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT
FACE="Times New Roman" SIZE="2">(b) During the Period of Employment and for a period of two years thereafter, the Executive will not, directly or indirectly, either for himself or for any other person or entity (i) solicit (A) any employee of the
Company or any affiliate of the Company to </FONT>
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<FONT FACE="Times New Roman" SIZE="2">terminate his or her employment with the Company or such affiliate during his or her employment with the Company or such affiliate or (B) any former employee
of the Company or an affiliate of the Company for a period of one year after such individual terminates his or his employment with the Company or such affiliate, (ii) solicit any customer or client of the Company or any such affiliate (or any
prospective customer or client of the Company or such affiliate) as of the termination of the Period of Employment to terminate its relationship with the Company or such affiliate, or do business with any third parties, or (iii) take any action that
is reasonably likely to cause injury to the relationships between the Company or any such affiliate or any of their respective employees and any lessor, lessee, vendor, supplier, customer, distributor, employee, consultant or other business
associate of the Company or any such affiliate as such relationship relates to the Company&#146;s or such affiliate&#146;s conduct of its business. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">5. <B><U>Covenant Not to Disclose Information</U></B>. The Executive agrees that during the Period of Employment and thereafter, he will not use or
disclose, other than to another employee of the Company, qualified by the Company to receive that information in the normal course of business, any confidential information or trade secrets of the Company or any affiliate of the Company which were
made known to him by the Company, its officers or employees or affiliates, or learned by him while in the Company&#146;s employ, without the prior written consent of the Company, and that upon termination of his employment for any reason, he will
promptly return to the Company any and all properties, records, figures, calculations, letters, papers, drawings, schematics or copies thereof or other confidential information of the Company and its affiliates of any type or description. It is
understood that the term &#147;trade secrets&#148; as used in this Agreement is deemed to include, without limitation, lists of the Company&#146;s and its affiliates&#146; respective customers, information relating to their practices, know-how,
processes and inventions, and any other information of whatever nature which gives the Company or any affiliate an opportunity to obtain an advantage over its competitors who do not have access to such information. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">6. <B><U>Remedy at Law Inadequate</U></B>. The Executive acknowledges that
any remedy at law for breach of any of the restrictive covenants (Sections 4 and 5) contained in this Agreement would be inadequate and the Company shall be entitled to injunctive relief in the event of any such breach. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">7. <B><U>Inventions and Improvements</U></B>. With respect to any and all
inventions (as defined in Section 7(e) below) made or conceived by the Executive, whether or not during his hours of employment, either solely or jointly with others, during the Period of Employment, without additional consideration: </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(a) The Executive shall promptly inform the Company of any such invention.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(b) Any such invention, whether patentable or not, shall be
the property of the Company, and the Executive hereby assigns and agrees to assign to the Company all his rights to any such invention, and to any United States and/or foreign letters patent granted upon any such invention or any application
therefor. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Executive shall apply, at the
Company&#146;s request and expense, for United States and/or foreign letters patent either in the Executive&#146;s name or otherwise as the Company may desire. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(d) The Executive shall acknowledge and deliver promptly to the Company, without charge to the Company
but at its expense, all sketches, drawings, models and figures and other information and shall perform such other acts, such as giving testimony in support of his inventorship, as may be necessary in the opinion of the Company to obtain and maintain
United States and/or foreign letters patent and to vest the entire right and title thereto in the Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(e) For purposes of this Section, the term &#147;invention&#148; shall be deemed to mean any discovery, concept or idea (whether patentable or not),
including but not limited to processes, methods, formulas, techniques, hardware developments and software developments, as well as improvements thereof or know-how related thereto, (i) concerning any present or prospective activities of the Company
and its affiliates and (ii) (A) which the Executive becomes acquainted with as a result of his employment by the Company, (B) which results from any work he may do for, or at the request of, the Company or any of its affiliates, (C) which relate to
the Company&#146;s or any affiliates&#146; business or actual or demonstrably anticipated research and development, or (D) which are developed in any part by use of the Company&#146;s or any such affiliates&#146; equipment, supplies, facilities or
trade secrets. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The parties hereto agree that the covenants and agreements
contained in this Section 7 are, taken as a whole, reasonable in their scope and duration, and no party shall raise any issue of the reasonableness of the scope or duration of any such covenants in any proceeding to enforce any such covenants.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">8. <U><B>Termination of Employment</B></U>. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(a) The Executive&#146;s Period of Employment may not be terminated prior to
the expiration of the Term except in accordance with the provisions of this Section 8. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT
FACE="Times New Roman" SIZE="2">(b) The Executive&#146;s Period of Employment may be terminated by the Company for cause. For purposes of this Agreement, &#147;for cause&#148; means that termination occurs in connection with a determination, made at
a meeting of the Board of Directors at which the Executive (and, at the Executive&#146;s option, his counsel) shall have had a right to participate, that the Executive has (i) committed an act of gross negligence or willful misconduct, or a gross
dereliction of duty, that has materially and adversely affected the overall performance of his duties hereunder; (ii) committed fraud upon the Company in his capacity as an employee hereunder; (iii) been convicted of, or pled guilty (or nolo
contendere) to, a felony that the Board of Directors, acting in good faith, determines is or would reasonably be expected to have a material adverse effect upon the business, operations, reputation, integrity, financial condition or prospects of the
Company; (iv) any material breach by the Executive of the terms hereof; (v) failure to follow instructions from a person authorized to give them pursuant to Section 1(d) above that is lawful and not inconsistent with the terms hereof; (vi) the
Executive&#146;s habitual drunkenness or habitual substance abuse; or (vii) civil or criminal violation of any state or federal government statute or regulation, or of any state or federal law relating to the workplace environment (including without
limitation laws relating to sexual harassment or age, sex or other prohibited discrimination), or any violation of any Company policy adopted in respect of any of the foregoing. &#147;For cause&#148; termination must be accompanied by a written
notice to that effect. If the Executive is terminated for cause, the Executive shall be paid through the date of his termination. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(c) If the Executive dies, the Period of Employment shall terminate effective at the time of his death;
provided, however, that such termination shall not result in the loss of any benefit or rights which the Executive may have accrued through the date of his death. If the Period of Employment is terminated prior to the expiration of the Term due to
the Executive&#146;s death, the Company shall make a severance payment to the Executive or his legal representatives equal to the Executive&#146;s regular salary payments through the end of the month in which such death occurs. In addition, the
Company shall make a severance payment to the Executive or his legal representative equal to the Executive&#146;s target bonus described in Section 3(b), pro rated for the portion of such fiscal year completed prior to the Executive&#146;s death;
provided, however, that such pro rated portion of the Executive&#146;s target bonus shall be paid to the Executive following the completion of such fiscal year at the time similar bonuses are paid to other employees of the Company. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(d) If the Executive becomes disabled, the Period of Employment may be
terminated, at the Company&#146;s option, at the end of the calendar month during which his disability is determined; provided, however, that such termination shall not result in the loss of any benefits or rights which the Executive may have
accrued through the date of his disability. If the Period of Employment is terminated prior to the expiration of the Term due to the Executive&#146;s disability, the Company shall make a severance payment to the Executive or his legal representative
equal to the Executive&#146;s regular salary payments for a period of six (6) months from the date of such termination or, if sooner, until payments begin under any disability insurance policy maintained by the Company for the benefit of the
Executive. For the purposes of this section, the definition of &#147;disability&#148; shall be the same as the definition of a &#147;permanent disability&#148; contained in any long-term disability insurance policy maintained by the Company in
effect at the time of the purported disability, or last in effect, if no policy is then in effect. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(e) If the Executive&#146;s Period of Employment is terminated by the Executive for &#147;Good Reason,&#148; as hereinafter defined, or is terminated by
the Company without cause (and the Company may terminate the Period of Employment without cause at any time) other than at the end of the Term, then, in addition to the other rights to which the Executive is entitled upon a termination as provided
for herein, the Executive shall also be entitled to a lump-sum payment equal to the sum of (i) 125% of the Executive&#146;s annual base salary, at the rate of salary in effect immediately prior to the effective date of such termination (without
regard to any purported or attempted reduction of such rate by the Company), plus (ii) 125% of the Executive&#146;s target bonus for the fiscal year during which termination occurs. For purposes of this Agreement, the term &#147;Good Reason&#148;
shall mean: (i) the failure by the Company to observe or comply with any of the provisions of this Agreement if such failure has not been cured within ten (10) days after written notice thereof has been given by the Executive to the Company; or (ii)
at the election of the Executive, upon a Change in Control of the Company, as defined in Section 10(f) (which election can be made at any time upon thirty (30) days&#146; prior written notice given within two (2) years following the date on which
the Change in Control of the Company occurred) if, subsequent to such Change in Control, there is a material diminution in the position, duties and/or responsibilities of the Executive; or (iii) the relocation of the Executive&#146;s principal place
of business to a location more than sixty (60) miles from both (A) Bethel, Connecticut and (B) Easton, Connecticut, without the Executive&#146;s prior consent. Further, in the event of a termination pursuant to this Section 8(e), or pursuant to
Section 8(c) or Section 8(d) above, to the extent allowable under the provisions of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, and the plans pursuant to which the same were </FONT>
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<FONT FACE="Times New Roman" SIZE="2">granted, all incentive and non-qualified stock options then held by the Executive still subject to any vesting requirements shall have such vesting
requirements terminated (such that all such options are then immediately exercisable). </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">9. <B><U>Effect of Termination</U></B>. Upon termination of the Executive&#146;s employment for any reason whatsoever, all rights and obligations of the parties under this Agreement shall cease, except that the
Executive shall continue to be bound by the covenants set forth in Sections 4, 5, 6 and 7 hereof, and the Company shall be bound to pay to the Executive accrued compensation, including salary and other benefits, to the date of termination and any
severance payments which may be owed under the provisions of Section 8 hereof. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">10. <U><B>Miscellaneous</B></U>. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman"
SIZE="2">(a) This Agreement may not be assigned by the Executive. The Company may assign this Agreement in connection with a Sale of the Company. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(b) In the event that any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall
be, and shall be deemed to be, modified so as to become valid and enforceable, and the remaining provisions of this Agreement shall not be affected. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(c) This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(d) No modification of this Agreement shall be effective unless in a writing
executed by both parties. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(e) This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof, and supercedes all prior agreements, representations and promises by either party or between the parties, including without limitation, the Letter Agreement, notwithstanding
any provisions therein which state that certain provisions shall survive the termination of the Letter Agreement. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:-6px"><FONT SIZE="1">&nbsp;</FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(f) For purposes of this Agreement, &#147;Change in Control of the Company&#148; shall mean: (i) any merger or consolidation or other corporate
reorganization of the Company in which the Company is not the surviving entity; or (ii) any sale of all or substantially all of the Company&#146;s assets, in either a single transaction or a series of transactions; or (iii) a liquidation of all or
substantially all of the Company&#146;s assets; or (iv) a change within one twelve-month period of a majority of the directors constituting the Company&#146;s Board of Directors at the beginning of such twelve-month period; or (v) if a single person
or entity, or a related group of persons or entities, at any time acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 25% or more of the Company&#146;s outstanding
voting securities; unless, (x) with respect to any event described in clauses (i) through (v), the Executive agrees in writing, prior to the consummation of the event giving rise to the Change in Control of the Company, that such event or events
does not for purposes of this Agreement constitute a Change in Control of the Company or, as a director, votes in favor of the matter that would otherwise cause the Change in Control of the Company or, (y) with respect to clause (iv), the change of
directors is approved by the Board of Directors as constituted prior to such change. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>



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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="5"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">MEMRY CORPORATION</FONT></P></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By</FONT></TD>
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<TD VALIGN="top" COLSPAN="3" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ James G. Binch</FONT></P></TD></TR>
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<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Name:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">James G. Binch</FONT></P></TD></TR>
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<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">President and CEO</FONT></P></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">/s/ Robert P. Belcher</FONT></P></TD></TR>
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<TD VALIGN="bottom"> <P STYLE="margin-left:1.00em; text-indent:-1.00em"><FONT FACE="Times New Roman" SIZE="2">Robert P. Belcher</FONT></P></TD></TR>
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