8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2010

eMagin Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-24757	56-1764501
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3006 Northup Way, Suite 103, Bellevue WA 98004

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (425)-284-5200

Copies to:

Richard Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 1.01 Entry into a Material Definitive Agreement.

eMagin Corporation (the “Company”) and Susan Jones have entered into an agreement that extends the termination date of  the employment agreement (as amended) between the Company and Ms. Jones until the sooner to occur of (i) May 12, 2010, (ii) the date on which a new employment agreement is executed or (iii) when negotiation of a new employment agreement have ceased.

Item 9.01 Financial Statements and Exhibits.

(a)  Financial Statements of Business Acquired.

Not Applicable

(b)  Pro Forma Financial Information.

Not Applicable

(c)   Shell Company Transactions.

(d)  Exhibits

Exhibit Number	Description
99.1	Temporary Extension of Amended and Restated Employment Agreement

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	eMagin Corporation
Date: May 5, 2010	By:	/s/ Andrew Sculley
		Name:  Andrew Sculley
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Temporary Extension of Amended and Restated Employment Agreement

3

EX-99.1

Exhibit 99.1

EMAGIN CORPORATION

TEMPORARY EXTENSION OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Extension of Termination Date to the Amendment No. 2 to the Employment Agreement made and entered on January 30, 2008 between Susan Jones and eMagin Corporation (the “Employment Agreement”) made and entered into this 5th  day of May 2010, between eMagin Corporation, a Delaware Company (the “Company”) and Susan Jones, an individual residing in Newcastle, WA 98059 (the “Executive”).

WITNESSETH:

Reference is made to Amendment No. 2 to the Employment Agreement made and entered January 30, 2008 between Susan Jones (“Executive”) and eMagin Corporation (the “Employment Agreement”).  The Employment Agreement and Amendments No. 1 and No. 2 to the Employment Agreement are collectively referred to herein as the “Employment Agreement.”  Reference is also made to the letter from the Company to Susan Jones, dated November 30, 2009, pertaining to the termination of the current Employment Agreement (the “Termination Letter”) and the Company’s potential interests in entering into a new employment agreement with Executive.  Any terms used herein but not defined shall have the meaning given to them in Amendment No. 2 to the Employment Agreement.

The purpose of the Temporary Extension is to extend the termination date of the Employment Agreement subject to the terms of this Agreement while maintaining all terms, rights, and privileges that exist under the Employment Agreement except as expressly stated herein.  NOW, THEREFORE, to accomplish these objectives and to allocate additional time for the Company and Executive to contemplate a new Employment Agreement with mutually agreeable terms, the Company and Executive hereby agree to the following:

1.   Notwithstanding anything to the contrary in the Employment Agreement or the Termination Letter, the Term of the Employment Agreement is hereby extended and shall end on the sooner to occur of  May 12, 2010, the  date on which a new Employment Agreement is executed or when negotiation of a new Employment Agreement has ceased (collectively the “Extension Period”).

2.   During the Extension Period, Executive agrees to continue to perform her duties as Executive Vice President, Chief Business Officer, and Secretary, incorporating all positions as defined in Executive’s current Employment Agreement, unless otherwise mutually agreed to during the Extension Period.

3.   During the Extension Period, Executive agrees to not bring any lawsuit or claim of breach of the Employment Agreement and to not bring any actions, suits or claims against the Company under the Employment Agreement during the Extension Period except as stated herein.

4.   Except as otherwise stated, all provisions of the current Employment Agreement remain unchanged.

AGREED AND ACCEPTED
	EMAGIN CORPORATION
	By: /s/ Andrew G. Sculley	Date: May 5, 2010
	Andrew G. Sculley
	CEO, President
	/s/ Susan Jones	Date: May  5, 2010
	Susan Jones