IDENTIX INCORPORATED. By /s/ Robert McCashin ----------------------------- Name: Robert McCashin Title: Chaixxxx xxx XXX EMPLOYEE By /s/ Sunday Lewis ----------------------------- EMPLOYMENT AGREEMENT SCHEDULE A
IDENTIX INCORPORATED. JANUARY 11, 2006 ================================================================================ TABLE OF CONTENTS
IDENTIX INCORPORATED. Stockholder Name By: ------------------------------------- Print Name: ----------------------------- Signature: Print Title: ------------------------ ---------------------------- NUMBER OF OUTSTANDING SHARES BENEFICIALLY OWNED BY STOCKHOLDER: ---------------------- NUMBER OF SHARES SUBJECT TO STOCK OPTIONS HELD BY STOCKHOLDER: ---------------------------------- ADDRESS OF STOCKHOLDER: ---------------------------------- ---------------------------------- EXHIBIT A IRREVOCABLE PROXY The undersigned agrees to, and hereby grants to Identix Incorporated an irrevocable proxy pursuant to the provisions of Section 212 of Delaware General Corporation Law to vote, or to execute and deliver written consents or otherwise act with respect to the Existing Shares beneficially owned by the undersigned, if any, as of the record date of the special meeting of stockholders called to approve the Merger and adopt the Merger Agreement, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, in connection with the adoption of the Merger Agreement and approval of the Merger. The undersigned hereby affirms that this proxy is given as a condition of said Merger Agreement and as such is coupled with an interest and is irrevocable. It is further understood by the undersigned that this proxy may be exercised by Identix Incorporated for the period beginning on the date hereof and ending on Effective Time, unless sooner terminated in accordance with the provisions of this Voting Agreement. THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK. Dated this 22d day of February, 2002. ------------------------------- [Stockholder] EXHIBIT B [FORM OF IDENTIX VOTING AGREEMENT] VOTING AGREEMENT This VOTING AGREEMENT ("Agreement") is made and entered into as of February 22, 2002 by and between Visionics Corporation, a Delaware corporation ("Visionics"), and the person whose name appears on the signature page hereto as a stockholder of Identix Incorporated, a Delaware corporation ("Identix"), acting in his capacity as a stockholder of Identix and not in any other capacity ("Stockholder").
IDENTIX INCORPORATED s/ Xxxxx X Xxxxx ------------------------------------------- Xxxxx Xxxxx, Member, Board of Directors /s/ Xxxxxx XxXxxxxx Xxxxxx XxXxxxxx ATTACHMENT A Dates 1991 1994 1997 of Agreement Agreement Agreement Total Vesting Shares Shares Shares Shares ------- ------ ------ ------ ------ Restricted Stock 6,950 6,950 March 2001 2,400 5,500 3,000 10,900 March 2002 5,500 3,000 8,500 March 2003 5,500 3,000 8,500 March 2004 50,500 3,000 53,500 March 2005 3,000 3,000 March 2006 March 2007 ----- ------ ------ ------ TOTALS: 2,400 67,000 21,900 91,350 Identix Incorporated NON-EMPLOYEE STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
IDENTIX INCORPORATED. By: /s/ Xxxxx X Xxxxx ----------------- Title: Chairman of Compensation Committee of Board of Directors The Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan. /s/ Xxxxxx XxXxxxxx ------------------- Xxxxxx XxXxxxxx, Optionee Optionee's spouse indicates by the execution of this Nonqualified Stock Option Agreement his or her consent to be bound by the terms thereof as to his or her interests, whether as community property or otherwise, if any, in the option granted hereunder, and in any NQO Shares purchased pursuant to this Agreement. /s/ Xxxxxxxx XxXxxxxx ---------------------- Identix Incorporated NON-EMPLOYEE STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
IDENTIX INCORPORATED. By: /s/ Xxxxx X Xxxxx Title: Chairman of Compensation Committee of Board of Directors The Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan. /s/ Xxxxxx XxXxxxxx Xxxxxx XxXxxxxx, Optionee Optionee's spouse indicates by the execution of this Nonqualified Stock Option Agreement his or her consent to be bound by the terms thereof as to his or her interests, whether as community property or otherwise, if any, in the option granted hereunder, and in any NQO Shares purchased pursuant to this Agreement. /s/ Xxxxxxxx XxXxxxxx ---------------------- Optionee's Spouse EXHIBIT 7 OF THE NONQUALIFIED STOCK OPTION AGREEMENT All of the NQO Shares are subject to the Right of Repurchase as provided in Section 7 hereof. The Right of Repurchase shall expire with respect to 1/48 of the total number of NQO Shares on each monthly anniversary of the Vesting Base Date, so that the Right of Repurchase shall have expired with respect to all of the NQO Shares on and after four years after the Vesting Base Date.
IDENTIX INCORPORATED. By: /s/ Xxxxx X Xxxxx ----------------- Title: Chairman of Compensation Committee of Board of Directors /s/ Xxxxxx XxXxxxxx ------------------- Xxxxxx XxXxxxxx, Optionee ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE The undersigned (which term includes the undersigned's spouse), a purchaser of ______________ shares of Common Stock of Identix Incorporated (the "Company") pursuant to an option granted under the Company's Non-Employee Stock Incentive Plan (the "Plan"), hereby states as follows:
IDENTIX INCORPORATED. By:/s/ XXXXX X. XXXXXXXX ----------------------------------- Name: Xxxxx X. Xxxxxxxx --------------------------------- Its: President and CFO ---------------------------------- INITIAL INVESTORS: CAPITAL VENTURES INTERNATIONAL By: Heights Capital Management, Inc., Its authorized agent By: /s/ XXXXXXX XXXXXX --------------------------------- Name: Xxxxxxx Xxxxxx ------------------------------- Title: Secretary and General Counsel ------------------------------
IDENTIX INCORPORATED. By: /s/ XXXXX X. XXXXXXXX -----------------------------------
IDENTIX INCORPORATED. XXXX X. XXXXXX
