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Neonode Inc. – ‘10-K’ for 12/31/20 – ‘EX-10.4’

On:  Wednesday, 3/10/21, at 9:26am ET   ·   For:  12/31/20   ·   Accession #:  1213900-21-14481   ·   File #:  1-35526

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/10/21  Neonode Inc.                      10-K       12/31/20   89:5.6M                                   EdgarAgents LLC/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    508K 
 2: EX-10.4     Employment Agreement of Urban Forssell, Dated       HTML     50K 
                October 20, 2019                                                 
 3: EX-21       Subsidiaries of the Registrant                      HTML     24K 
 4: EX-23.1     Consent of Independent Registered Public            HTML     24K 
                Accounting Firm                                                  
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     27K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     27K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     26K 
14: R1          Document And Entity Information                     HTML     63K 
15: R2          Consolidated Balance Sheets                         HTML    115K 
16: R3          Consolidated Balance Sheets (Parentheticals)        HTML     33K 
17: R4          Consolidated Statements of Operations               HTML    104K 
18: R5          Consolidated Statements of Comprehensive Loss       HTML     49K 
19: R6          Consolidated Statements of Stockholders? Equity     HTML     85K 
20: R7          Consolidated Statements of Cash Flows               HTML    110K 
21: R8          Nature of the Business and Operations               HTML     36K 
22: R9          Summary of Significant Accounting Policies          HTML     94K 
23: R10         Prepaid Expenses and Other Current Assets           HTML     30K 
24: R11         Property and Equipment                              HTML     31K 
25: R12         Accrued Expenses                                    HTML     30K 
26: R13         Short-Term Borrowings                               HTML     30K 
27: R14         Fair Value Measurements                             HTML     30K 
28: R15         Stockholders' Equity                                HTML     69K 
29: R16         Stock-Based Compensation                            HTML     51K 
30: R17         Commitments and Contingencies                       HTML     35K 
31: R18         Leases                                              HTML     87K 
32: R19         Segment Information                                 HTML     39K 
33: R20         Income Taxes                                        HTML     52K 
34: R21         Employee Benefit Plans                              HTML     29K 
35: R22         Net Loss Per Share                                  HTML     34K 
36: R23         Accounting Policies, by Policy (Policies)           HTML    164K 
37: R24         Summary of Significant Accounting Policies          HTML     63K 
                (Tables)                                                         
38: R25         Prepaid Expenses and Other Current Assets (Tables)  HTML     30K 
39: R26         Property and Equipment (Tables)                     HTML     30K 
40: R27         Accrued Expenses (Tables)                           HTML     29K 
41: R28         Stockholders' Equity (Tables)                       HTML     68K 
42: R29         Stock-Based Compensation (Tables)                   HTML     48K 
43: R30         Leases (Tables)                                     HTML     92K 
44: R31         Segment Information (Tables)                        HTML     35K 
45: R32         Income Taxes (Tables)                               HTML     53K 
46: R33         Net Loss Per Share (Tables)                         HTML     32K 
47: R34         Nature of the Business and Operations (Details)     HTML     83K 
48: R35         Summary of Significant Accounting Policies          HTML     67K 
                (Details)                                                        
49: R36         Summary of Significant Accounting Policies          HTML     33K 
                (Details) - Schedule of inventory                                
50: R37         Summary of Significant Accounting Policies          HTML     33K 
                (Details) - Schedule of estimated useful lives of                
                property and equipment                                           
51: R38         Summary of Significant Accounting Policies          HTML     46K 
                (Details) - Schedule of disaggregated revenues                   
52: R39         Summary of Significant Accounting Policies          HTML     30K 
                (Details) - Schedule of prepayments or upfront                   
                payments for goods or services from our customers                
53: R40         Summary of Significant Accounting Policies          HTML     29K 
                (Details) - Schedule of activity related to the                  
                product warranty liability                                       
54: R41         Summary of Significant Accounting Policies          HTML     36K 
                (Details) - Schedule of deferred revenues                        
55: R42         Summary of Significant Accounting Policies          HTML     36K 
                (Details) - Schedule of weighted average exchange                
                rate for the condensed consolidated statements of                
                operations                                                       
56: R43         Summary of Significant Accounting Policies          HTML     35K 
                (Details) - Schedule of exchange rate for the                    
                consolidated balance sheets                                      
57: R44         Prepaid Expenses and Other Current Assets           HTML     43K 
                (Details) - Schedule of prepaid expense and other                
                current assets                                                   
58: R45         Property and Equipment (Details)                    HTML     27K 
59: R46         Property and Equipment (Details) - Schedule of      HTML     38K 
                property and equipment                                           
60: R47         Accrued Expenses (Details) - Schedule of accrued    HTML     31K 
                expenses                                                         
61: R48         Short-Term Borrowings (Details)                     HTML     43K 
62: R49         Stockholders' Equity (Details)                      HTML     49K 
63: R50         Stockholders' Equity (Details) - Schedule of        HTML     54K 
                Summary of all warrant activity                                  
64: R51         Stockholders' Equity (Details) - Schedule of        HTML     34K 
                Summary of all stock option plans / warrant                      
                activity                                                         
65: R52         Stockholders' Equity (Details) - Schedule of        HTML     69K 
                preferred stock activities                                       
66: R53         Stock-Based Compensation (Details)                  HTML     49K 
67: R54         Stock-Based Compensation (Details) - Schedule of    HTML     56K 
                Summary of options outstanding by exercise price                 
                range                                                            
68: R55         Stock-Based Compensation (Details) - Schedule of    HTML     55K 
                Summary of all stock option plans / warrant                      
                activity                                                         
69: R56         Stock-Based Compensation (Details) - Schedule of    HTML     31K 
                Summary of stock-based compensation expense                      
70: R57         Commitments and Contingencies (Details)             HTML     30K 
71: R58         Leases (Details)                                    HTML     37K 
72: R59         Leases (Details) - Schedule of components of lease  HTML     35K 
                expense                                                          
73: R60         Leases (Details) - Schedule of supplemental cash    HTML     35K 
                flow information related to leases                               
74: R61         Leases (Details) - Schedule of supplemental         HTML     60K 
                balance sheet information                                        
75: R62         Leases (Details) - Schedule of future minimum       HTML     40K 
                payments under non-cancellable operating lease                   
                commitments                                                      
76: R63         Leases (Details) - Schedule of future minimum       HTML     42K 
                payments under non-cancellable finance leases                    
77: R64         Segment Information (Details)                       HTML     27K 
78: R65         Segment Information (Details) - Schedule of net     HTML     51K 
                revenues by geographic region                                    
79: R66         Income Taxes (Details)                              HTML     35K 
80: R67         Income Taxes (Details) - Schedule of loss before    HTML     33K 
                income taxes by geographically                                   
81: R68         Income Taxes (Details) - Schedule of provision for  HTML     50K 
                income taxes                                                     
82: R69         Income Taxes (Details) - Schedule of effective      HTML     41K 
                income tax rate and the U.S. federal statutory                   
                federal income tax rate                                          
83: R70         Income Taxes (Details) - Schedule of significant    HTML     38K 
                components of the deferred tax asset                             
84: R71         Employee Benefit Plans (Details)                    HTML     39K 
85: R72         Net Loss Per Share (Details)                        HTML     33K 
86: R73         Net Loss Per Share (Details) - Schedule of basic    HTML     32K 
                and diluted for net loss per share                               
88: XML         IDEA XML File -- Filing Summary                      XML    165K 
87: EXCEL       IDEA Workbook of Financial Reports                  XLSX    110K 
 8: EX-101.INS  XBRL Instance -- neond-20201231                      XML   1.28M 
10: EX-101.CAL  XBRL Calculations -- neond-20201231_cal              XML    123K 
11: EX-101.DEF  XBRL Definitions -- neond-20201231_def               XML    812K 
12: EX-101.LAB  XBRL Labels -- neond-20201231_lab                    XML   1.61M 
13: EX-101.PRE  XBRL Presentations -- neond-20201231_pre             XML    818K 
 9: EX-101.SCH  XBRL Schema -- neond-20201231                        XSD    261K 
89: ZIP         XBRL Zipped Folder -- 0001213900-21-014481-xbrl      Zip    183K 


‘EX-10.4’   —   Employment Agreement of Urban Forssell, Dated October 20, 2019


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.4

 

Storgatan 23 C

114 55

Stockholm

Sweden

info@neonode.com www.neonode.com www.linkedin.com/company/neon ode  

 

EMPLOYMENT AGREEMENT

 

This employment agreement (the “Employment Agreement”) is entered into on this day between

 

Neonode Inc. a Delaware Corporation, Storgatan 23 C, 114 55 Stockholm (“Neonode”); and Urban Forssell, personal identity no. XXXXXX-XXXX, address XXX. (Employee)

 

1EMPLOYMENT, TERM AND POSITION

 

1.1 The Employee is hereby employed as CEO (“Position”) at Neonode.

 

1.2 The employment shall commence latest on January 1, 2020 (“Commencement Date”). The employment shall last until further notice.

 

1.3As from the Commencement Date, the Employee’s employment is governeq by the terms and conditions of this Employment Agreement between the parties. This Employment Agreement overrules and supersedes all previous agreements between the parties.

 

1.4The Employee’s place of work is the Stockholm office or at such other locations in Sweden or abroad where Neonode conducts business from time to time. In order to safeguard Neonode’s interests in the best way, the Employee is expected to travel within as well as outside Sweden as an important part of the employee duties. No further reimbursement is paid for the performance of the duties in addition to what is set out in this Employment Agreement.

 

2DUTIES AND RESPONSIBILITIES

 

2.1The Employee shall during the employment diligently and faithfully perform such duties and responsibilities and exercise such powers as may from time to time be assigned to the Employee. The Employee is obligated to perform the Employee’s obligations in accordance with the Board and Management guidelines (attachment A) issued from time to time by Neonode’s Board of Directors.

 

2.2For the purpose of this Employment Agreement, a company is considered to be an“affiliated company” if it is a legal entity that either directly or indirectly controls, or is controlled by, Neonode.

 

 C: 

 

 

3LOYALTY

 

This Employment Agreement is based on the mutual loyalty and trust between the parties. The Employee shall in all situations safeguard and promote Neonode’s and its affiliated companies’ interests as well as devote the entire Employee’s working hours to Neonode. Without the prior written approval of the management, the Employee may not engage, either directly or indirectly, in any other professional or commercial business, regardless of whether said business activity competes with Neonode’s business or not. The foregoing shall not, however, prevent the Employee from owning or investing in financial instruments listed on a Swedish or foreign stock exchange.

 

4REMUNERATION AND OTHER BENEFITS

 

4.1The Employee is entitled to a gross monthly salary amounting to SEK 175,000 per month. The salary is paid in accordance with Neonode’s prevalent payment routines. The gross monthly salary will be reviewed on an annual basis. Neonode is under no obligation to award an increased salary following a salary review. There shall be no review of the salary after notice has been given by either party to terminate the employment.

 

4.2The parties acknowledge that the Position may require overtime work in relation to which no additional compensation will be paid. Overtime work has been taken into consideration, inter alia, when determining the salary level and other benefits according to this Employment Agreement.

 

4.3In addition to the payments set out in Clauses 4.1 above, the Employee is entitled to receive a yearly bonus during 2019 and in each subsequent year up to a maximum of 50% of his total yearly salary based on his performance as CEO and the financial performance of Neonode.

 

4.4The Employee is entitled to preventive health care allowance (Sw. friskvardsbidrag) in accordance with Neonode’s from time to time applicable health care allowance policy.

 

4.5The Employee is not, in addition to what is stipulated in this Employment Agreement, entitled to any additional remuneration for the Employee’s duties.

 

5PENSION AND INSURANCE

 

5.1The Employee is entitled to pension and insurance benefits in accordance with Neonode’s policy as applicable from time to time. The Company will make a pension provision for the CEO of 25% of the monthly base salary.

 

In addition to Clause 5.1 above, Neonode undertakes to supply occupational group life insurance (Sw. Tjanstegrupplivforsakring), industrial (occupational) injury insurance (Sw. Trygghetsforsakring vid arbetsskada), disability pension insurance (Sw. Sjukpensionsforsakring) according to ITP and work travel insurance.

 

 C: 

 C: 2

 

6HOLIDAY

 

The Employee is entitled to thirty (30) days of paid holiday per annum. Holiday shall be taken after agreement with Neonode’s Chairman of the Board of Directors and in accordance with Neonode’s policies applicable from time to time. The calculation of holiday pay is made in accordance with the provisions under the Swedish Annual Leave Act (S w. Semesterlagen ( 1977:480)). The Employee is entitled to holiday in advance (Sw. f6rskottssemstet). Neonode is entitled to offset holiday pay made in advance against salary and accrued holiday pay at the termination of employment in accordance with the Swedish Annual Leave Act.

 

7SICK PAY

 

In the event of sickness, the Employee shall be entitled to sick pay in accordance with Swedish statutory requirements, with the exception that the Company will compensate the employee for the difference between the compensation from the Swedish insurance system (“Forsakringskassan”) and 75% of the salary from day 15 up to day 90 after the sick leave occurred.

 

8EXPENSES

 

The Employee shall, upon submission of appropriate receipts, receive reimbursement for reasonable and pre-approved out-of-pocket business expenses properly incurred by the Employee in connection with the Employee’s duties.

 

Neonode will also reimburse the Employee for any reasonable business travel expenses which the Employee incurs in connection with the Employee’s duties, subject to and in accordance with the from time to time applicable business travel policy (or equivalent), or, where applicable, in accordance with a specific agreement to be agreed upon by Neonode and the Employee. Reimbursement is subject to the Employee providing Neonode with appropriate receipts and/or invoices.

 

9PERSONAL DATA AND IT SECURITY

 

9.1The Employee confirms that Neonode has informed the Employee of the principles governing Neonode’s processing employees’ personal data in accordance with the Personal Data Act (1998:204) ( Sw. Persondatalagen, PUL) and that the Employee has given consent thereto.

 

9.2The Employee undertakes to comply with Neonode’s, and its affiliated companies’, from time to time applicable policies regarding the use of Neonode’s (and its affiliated companies’) computers, e-mail system, Internet services and software programs. The Employee is aware that Neonode has full access to all files, e-mail correspondence and document handling systems as well as full access to all Internet usage which is stored in Neonode’s IT system.

 

 C: 

3

 

10INTELLECTUAL PROPERTY RIGHTS

 

10.1Without any additional compensation, Neonode is the sole owner of all rights (and has the exclusive right of disposition to all rights), including but not limited to all intellectual property rights, to any results and material made, designed or produced by the Employee within the frame of the Employee’s employment. Accordingly, Neonode is entitled to modify and/or further develop any results, material or intellectual property rights as well as to transfer or license the rights to such results, material or intellectual property rights to third parties.

 

10.2The Employee is obliged to and agrees to support and procure that Neonode, at any time during the employment or after its expiration, can fully profit from the rights relating to Clause 10.1 above. Accordingly, the Employee is, inter alia, obliged to prepare any documentation which Neonode, at its sole discretion, deems necessary or desirable in order to protect, register and/or maintain Neonode’s rights according to Clause 10.1 above, including but not limited, where necessary, to transfer (without the right to any additional compensation) any such rights to Neonode.

 

11TERMINATION

 

11.1The employment may be terminated with a six (6) months’ notice from the Employee’s side and with a twelve (12) months’ notice from Neonode’s side, during which time the employee are entitled to receive his monthly salary. The board have however the right to exempt the employee from his position during the termination period. Upon termination for cause, the employee shall not receive any severance.

 

11.2The Employee acknowledges that the Employee’s obligations according to Clause 10 (Intellectual Property Rights) and 12 (Confidentiality) will continue to remain in force after the expiration of this Employment Agreement, regardless of the reasons for the expiration.

 

11.3Upon termination of the employment or at any earlier point in time when the Employee leaves the Employee’s position, the Employee shall return any business material, reports, documents and other property (e.g. computer programs and software), including copies thereof (stored electronically or otherwise), which have been entrusted to the Employee or which have come into the Employee’s possession in connection with the employment. Such material is always Neonode’s property.

 

12CONFIDENTIALITY

 

12.1The Employee may not make use of, transfer or otherwise disclose to a third party, neither during the employment nor after its expiration, such information regarding Neonode or its affiliated companies or regarding Neonode’s or its affiliated companies’ businesses, that Neonode wishes to remain confidential.

 

  12.2 For the purpose of this Clause 12, “information” is considered to be all information, including but not limited to information regarding products, materials, pricing, market and sales strategies, management and Neonode’s (or its affiliated companies’) customers and clients, regardless of whether the information is of technical, of commercial or of any other nature, and regardless of whether the information is documented in writing or otherwise.

 

 C: 

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12.3The prohibition in Clause 12.1 shall not, however, apply where:

 

(a)it is required by this Employment Agreement, by law or mandatory regulations that the information is disclosed, or

 

(b)the parties have agreed in writing that the information could be disclosed to a third party, or

 

(c)the information is publicly known and has come to public knowledge in any way other than by breach of the confidentiality undertakings in Clause 12.1 or any other breach of this Employment Agreement.

 

13POST-TERMINATION RESTRICTIONS

 

13.1In order to protect the confidential information of Neonode or of any affiliated company referred to above under Clause 12 to which the Employee has access as a result of the employment, the Employee covenants that the Employee shall neither directly or indirectly, without the prior written consent from the Chairman of the Board of Directors, for a period of twelve (12) months following the expiration of the employment:

 

(a)actively solicit the services of or entice away from Neonode or from any of its affiliated companies or engage, whether on his own behalf or on behalf of others, any person who is or was an executive director or a senior manager of Neonode or of any of its affiliated companies at any time during the twelve month period immediately preceding the date on which the Employee’s employment with Neonode terminated; nor
   
(b)actively to a competing business solicit the customer of or entice away from Neonode or from any of its affiliated companies the customer or business of any person who is or was a customer of Neonode or of any of its affiliated companies at any time during the twelve month period immediately preceding the date on which the Employee’s employment with Neonode terminated and with whom the Employee or one of his subordinates dealt with during the said twelve month period; nor
   
(c)actively solicit employees of Neonode or any of its affiated companies at any time during the twelve month period immediately preceding the date on which the Employee’s employment with Neonode terminated.

 

13.2In the event of termination of the employment, the Employee undertakes not to copy or use information regarding Neonode’s operations or otherwise utilise Neonode’s contacts and materials.

 

14APPLICABLE LAW AND DISPUTE RESOLUTION

 

14.1This Employment Agreement shall be governed by the substantive laws of Sweden.

 

 C: 

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15AMENDMENTS AND MODIFICATIONS

 

This Employment Agreement may not be amended nor modified unless agreed upon in writing and signed by the parties.

 

This Agreement constitutes the entire agreement of the parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this Agreement, whether oral or written.

 

 

 

This Employment Agreement has been executed in duplicate and the parties have received one copy each.

 

Date: October 20, 2019   Date: October 20, 2019

 

/s/ Ulf Rosberg    
Ulf Rosberg   Urban Forssell
Chairman of the Board of Directors    
Neonode Inc    

 

 

6

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/10/218-K
For Period end:12/31/20
1/1/203
10/20/198-K
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Neonode Inc.                      10-K       12/31/23   89:5.8M                                   EdgarAgents LLC/FA
 3/09/23  Neonode Inc.                      10-K       12/31/22   88:5.9M                                   EdgarAgents LLC/FA
 3/11/22  Neonode Inc.                      10-K/A     12/31/21   14:261K                                   EdgarAgents LLC/FA
 3/10/22  Neonode Inc.                      10-K       12/31/21   88:6.4M                                   EdgarAgents LLC/FA
10/21/21  Neonode Inc.                      424B5                  1:310K                                   EdgarAgents LLC/FA
 5/10/21  Neonode Inc.                      S-3                    7:1.4M                                   EdgarAgents LLC/FA


11 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/11/20  Neonode Inc.                      8-K:5,9    12/07/20    6:102K                                   EdgarAgents LLC/FA
11/02/20  Neonode Inc.                      S-8        11/02/20    4:209K                                   EdgarAgents LLC/FA
 8/10/20  Neonode Inc.                      8-K:1,3,5,8 8/05/20    6:730K                                   EdgarAgents LLC/FA
 6/22/20  Neonode Inc.                      8-K:1,2,9   6/17/20    3:131K                                   EdgarAgents LLC/FA
 5/31/19  Neonode Inc.                      8-K:5,9     5/28/19    3:108K                                   EdgarAgents LLC/FA
 5/08/19  Neonode Inc.                      8-K:1,9     5/06/19    2:110K                                   EdgarAgents LLC/FA
11/08/18  Neonode Inc.                      10-Q        9/30/18   61:4M                                     EdgarAgents LLC/FA
 2/15/18  Neonode Inc.                      8-K:5,9     2/12/18    4:112K                                   EdgarAgents LLC/FA
 8/08/17  Neonode Inc.                      8-K:1,3,8,9 8/02/17    4:435K                                   EdgarAgents LLC/FA
 8/16/16  Neonode Inc.                      8-K:1,3,8,9 8/11/16    6:642K                                   EdgarAgents LLC/FA
 3/11/16  Neonode Inc.                      10-K       12/31/15   90:6.8M                                   EdgarAgents LLC/FA
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