8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

February 7, 2008

IDENTIPHI, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20270	95-4346070
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

13809 Research Blvd, Suite 275

Austin, Texas 78750

(Address of principal executive offices)

(512) 492-6220

(Registrant’s telephone number, including area code)

Saflink Corporation

12413 Willows Road NE, Suite 300

Kirkland, Washington 98034

(Registrant’s former name and former address)

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))

As used in this current report on Form 8-K, unless the context otherwise requires, the terms “we,” “us,” “the Company,” and “Saflink” refer to Saflink Corporation, a Delaware corporation. As described in Item 5.03, Saflink has changed its corporate name to “IdentiPHI, Inc.”

Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 8, 2008, Saflink Corporation completed its pending merger with IdentiPHI, Inc. Under the terms of the Agreement and Plan of Merger and Reorganization with IdentiPHI, Inc., Saflink acquired all of the outstanding shares of IdentiPHI in a stock-for-stock transaction where each outstanding share of IdentiPHI common stock was exchanged for 6.1498 shares of Saflink common stock, resulting in an aggregate of 614,979,996 shares of Saflink common stock being issued to the former stockholders of IdentiPHI. As a result of the merger, IdentiPHI became a wholly-owned subsidiary of Saflink. The two companies subsequently combined into a single entity and changed its name to “IdentiPHI, Inc.” with its principal executive offices in Austin, Texas.

Item 3.02. Unregistered Sales of Equity Securities.

On February 8, 2008, we issued an aggregate of 45,620,667 shares of common stock to Richard P. Kiphart, a significant stockholder and former member of our board of directors, in connection with the conversion of all outstanding principal and accrued but unpaid interest under outstanding promissory notes held by Mr. Kiphart pursuant to the terms of the Notes Conversion Agreement with Mr. Kiphart. The converted promissory notes included a promissory note in the principal amount of $1,250,000, issued in 2003 by SSP Solutions, Inc. in favor of Mr. Kiphart, which we assumed in connection with our acquisition of SSP Solutions in 2004, and a promissory note in the principal amount of $400,000, which we issued to Mr. Kiphart in 2007. Aggregate outstanding principal and accrued but unpaid interest of approximately $1.9 million was converted into shares of common stock at a per share conversion price of $0.0415. The issuance of securities to Mr. Kiphart was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, because it did not involve any public offering.

Item 5.01. Changes in Control of Registrant.

As more fully described in Item 2.01 of this current report, on February 8, 2008, we issued an aggregate of 614,979,996 shares of our common stock to the former stockholders of IdentiPHI, Inc. in exchange for all of the outstanding shares of IdentiPHI. As a result of the stock-for-stock transaction, the former stockholders of IdentiPHI hold approximately 75% of our outstanding common stock (on a fully-converted basis).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

In connection with the consummation of our merger with IdentiPHI, Inc. more fully described in Item 2.01 of this current report, the following members of our board of directors resigned: Lincoln D. Faurer, Gordon E. Fornell, Richard P. Kiphart and Trevor Neilson.

Following completion of the merger, our current board of directors consists of the following four individuals:

Christer Bergman is an international executive with a proven track record in business expansion, specializing in general management, partnership building, and creating a customer-oriented corporate culture. Since 1989, Mr. Bergman has held positions as managing director, president, and chief executive officer in both public and private companies in Sweden and the United States in the information technology and security industries. Since 2000, Mr. Bergman has been an industry expert in the field of Biometrics. From 2001 through 2006, Mr. Bergman was President and CEO of Precise Biometrics AB (publ.), an innovative security company that supplies world-leading systems for fingerprint and smart card-based authentication. Focusing his efforts on creating a virtual international management consultant company, Mr. Bergman founded NOVEXUS, LLC in 1999. NOVEXUS, LLC provides a network of seasoned executives working with the latest technology to provide up-to-date information and guidance to its clients.

2

Jacques Bouhet began his career with Societe Generale in 1965. From 1988 through 1992, he served as General Manager and Chief Executive Officer of the Societe Generale USA Banking Network and Chairman of Societe Generale Financial Corporation. From January 1993 through December 2005, Mr. Bouhet served as Deputy Director of the International Division of Societe Generale. In 1995, he became Director of the International Development Division within International Finance. In 1997, Mr. Bouhet was appointed CEO for the Americas and based in New York City. In addition, he has served as Chairman of SG Cowen and Deputy Chief Executive of the SG Corporate and Investment Banking Division.

Asa Hutchinson has served as a member of our board of directors since March 2005. Mr. Hutchinson is a partner in the law firm Venable LLP, and was a founding member of the U.S. Department of Homeland Security and the nation’s first Under Secretary of Border and Transportation Security. Mr. Hutchinson was confirmed by the U.S. Senate as Under Secretary of Homeland Security in January 2003, shortly after the department was created. As one of the nation’s top-ranking homeland security officials after Secretary Tom Ridge, Mr. Hutchinson was responsible for more than 110,000 federal employees in such agencies as the Transportation Security Administration, Customs and Border Protection, Immigration and Customs Enforcement, and the Federal Law Enforcement Training Center. Mr. Hutchinson managed the overall security of U.S. borders and transportation systems, which included oversight for security programs such as US-VISIT and the Transportation Security Administration’s TWIC and Registered Traveler initiatives. From 2001 to 2003, Mr. Hutchinson served as the director of the U.S. Drug Enforcement Administration, and from 1997 to 2001, he served as a member of the U.S. House of Representatives from Arkansas. Mr. Hutchinson received a BS from Bob Jones University and a JD from the University of Arkansas.

Steven M. Oyer has served as a member of our board of directors since December 2001 and as our chief executive officer since September 2006, and was responsible for Saflink’s corporate restructuring and merger with IdentiPHI. Mr. Oyer was president and principal of Capital Placement Holdings, Inc., a New York advisory firm prior to and during his tenure as interim CEO of Saflink. Prior to this Mr. Oyer served for more than four years as managing director of Standard & Poor’s Investment Services, responsible for global business development. He served as interim chief financial officer for Saflink Corporation from June 2001 until December 2001. From October 1995 to November 2000, Mr. Oyer served as the vice president regional director for Murray Johnstone International Ltd., a Scottish investment firm. Mr. Oyer is a member of the board of directors for FLO Corporation and served for over three years on the board of directors of Salton Inc., makers of the George Foreman Grills, until its merger with Applica in late 2007. He has been active in industry associations such as Family Office Exchange and has served on the leadership council of the Institute for Private Investors.

Under our bylaws, each of the committees of our board of directors will be designated by our board of directors. Our board of directors will create committees with such membership to satisfy the requirements of the Sarbanes-Oxley Act of 2002 and the Exchange Act.

Executive Officers

Steven M. Oyer, our CEO and a member of our board of directors, remains Chief Executive Officer of the combined company. Peter A. Gilbert, IdentiPHI’s former Chief Executive Officer and a former member of its board of directors, has been appointed Vice Chairman and Senior Vice President of Sales and Marketing of the combined company. Jeffrey T. Dick, our Chief Financial Officer, remains Chief Financial Officer of the combined company. John Atkinson, IdentiPHI’s former President, has been appointed President of the combined company and Mark Norwalk, IdentiPHI’s former Chief Technology Officer, has been appointed Chief Technology Officer of the combined company.

Employment Agreements

In connection with the merger, on February 12, 2008, we entered into new employment agreements with Messrs. Atkinson, Dick, Gilbert, Norwalk and Oyer.

Mr. Atkinson’s employment agreement provides that he will serve as our President for an initial term of two years and automatically renews for subsequent one year terms unless either party provides 45 days’ advance written notice that it does not wish to renew the agreement. We agreed to pay Mr. Atkinson an annual base salary of

3

$200,000 and Mr. Atkinson will be eligible to receive an annual corporate performance bonus in an amount determined by our Chief Executive Officer, with a minimum level equal to 50% of Mr. Atkinson’s base salary. Mr. Atkinson may terminate his agreement upon 30 days’ written notice without being entitled to further compensation, expect for unpaid base salary and other benefits already earned. We may terminate Mr. Atkinson’s agreement for “cause” without notice or compensation to Mr. Atkinson, except for unpaid base salary and other benefits already earned. If we terminate Mr. Atkinson’s agreement without “cause” in connection with a change in control, or if Mr. Atkinson terminates his agreement for “good reason” following a change in control, we have agreed to pay Mr. Atkinson an amount equal to his base salary and annual corporate performance bonus during the previous twelve months in accordance with our regular payroll cycle for a period of twelve months following the termination. In addition, Mr. Atkinson will receive accelerated vesting of any unvested equity incentive awards and continued medical coverage at our expense for up to one year. Mr. Atkinson also agreed not to solicit our customers and not to compete with us for one year following the termination of his employment.

Mr. Dick’s employment agreement provides that he will serve as our Chief Financial Officer for an initial term of two years and automatically renews for subsequent one year terms unless either party provides 45 days’ advance written notice that it does not wish to renew the agreement. We agreed to pay Mr. Dick an annual base salary of $175,000 and Mr. Dick will be eligible to receive an annual corporate performance bonus in an amount determined by our Chief Executive Officer, with a minimum level equal to 50% of Mr. Dick’s base salary. We also agreed to reimburse Mr. Dick for up to $25,000 in expenses incurred in relocating to Austin, Texas. Mr. Dick may terminate his agreement upon 30 days’ written notice without being entitled to further compensation, expect for unpaid base salary and other benefits already earned. We may terminate Mr. Dick’s agreement for “cause” without notice or compensation to Mr. Dick, except for unpaid base salary and other benefits already earned. If we terminate Mr. Dick’s agreement without “cause” in connection with a change in control, or if Mr. Dick terminates his agreement for “good reason” following a change in control, we have agreed to pay Mr. Dick an amount equal to his base salary and annual corporate performance bonus during the previous twelve months in accordance with our regular payroll cycle for a period of twelve months following the termination. In addition, Mr. Dick will receive accelerated vesting of any unvested equity incentive awards and continued medical coverage at our expense for up to one year. Mr. Dick also agreed not to solicit our customers and not to compete with us for one year following the termination of his employment.

Mr. Gilbert’s employment agreement provides that he will serve as our Vice Chairman and Senior Vice President of Sales and Marketing for an initial term of two years and automatically renews for subsequent one year terms unless either party provides 45 days’ advance written notice that it does not wish to renew the agreement. We agreed to pay Mr. Gilbert an annual base salary of $165,000 and, for the first year of Mr. Gilbert’s employment, an annual bonus of $40,000. Mr. Gilbert will also be eligible to receive an additional discretionary bonus of at least $42,500 upon the satisfaction of performance measures to be determined by our Chief Executive Officer. After the first year of his employment, Mr. Gilbert will be eligible to receive an annual corporate performance bonus in an amount determined by our Chief Executive Officer, with a minimum level equal to 50% of Mr. Gilbert’s base salary. Mr. Gilbert may terminate his agreement upon 30 days’ written notice without being entitled to further compensation, expect for unpaid base salary and other benefits already earned. We may terminate Mr. Gilbert’s agreement for “cause” without notice or compensation to Mr. Gilbert, except for unpaid base salary and other benefits already earned. If we terminate Mr. Gilbert’s agreement without “cause” in connection with a change in control, or if Mr. Gilbert terminates his agreement for “good reason” following a change in control, we have agreed to pay Mr. Gilbert an amount equal to his base salary and annual corporate performance bonus during the previous twelve months in accordance with our regular payroll cycle for a period of twelve months following the termination. In addition, Mr. Gilbert will receive accelerated vesting of any unvested equity incentive awards and continued medical coverage at our expense for up to one year. Mr. Gilbert also agreed not to solicit our customers and not to compete with us for one year following the termination of his employment.

Mr. Norwalk’s employment agreement provides that he will serve as our Chief Technology Officer t for an initial term of two years and automatically renews for subsequent one year terms unless either party provides 45 days’ advance written notice that it does not wish to renew the agreement. We agreed to pay Mr. Norwalk an annual base salary of $165,000 and Mr. Norwalk will be eligible to receive an annual corporate performance bonus in an amount determined by our Chief Executive Officer, with a minimum level equal to 50% of Mr. Norwalk’s base salary. Mr. Norwalk may terminate his agreement upon 30 days’ written notice without being entitled to further compensation, expect for unpaid base salary and other benefits already earned. We may terminate Mr. Norwalk’s

4

agreement for “cause” without notice or compensation to Mr. Norwalk, except for unpaid base salary and other benefits already earned. If we terminate Mr. Norwalk’s agreement without “cause” in connection with a change in control, or if Mr. Norwalk terminates his agreement for “good reason” following a change in control, we have agreed to pay Mr. Norwalk an amount equal to his base salary and annual corporate performance bonus during the previous twelve months in accordance with our regular payroll cycle for a period of twelve months following the termination. In addition, Mr. Norwalk will receive accelerated vesting of any unvested equity incentive awards and continued medical coverage at our expense for up to one year. Mr. Norwalk also agreed not to solicit our customers and not to compete with us for one year following the termination of his employment.

Mr. Oyer’s employment agreement provides that he will serve as our Chief Executive Officer for an initial term of two years and automatically renews for subsequent one year terms unless either party provides 45 days’ advance written notice that it does not wish to renew the agreement. We agreed to pay Mr. Oyer an annual base salary of $300,000 and, for the first year of Mr. Oyer’s employment, an annual bonus of $75,000. Mr. Oyer will also be eligible to receive an additional discretionary bonus of at least $75,000 upon the satisfaction of performance measures to be determined by our board of directors. After the first year of his employment, Mr. Oyer will be eligible to receive an annual corporate performance bonus in an amount determined by our board of directors, with a minimum level equal to 50% of Mr. Oyer’s base salary. Mr. Oyer may terminate his agreement upon 30 days’ written notice without being entitled to further compensation, expect for unpaid base salary and other benefits already earned. We may terminate Mr. Oyer’s agreement for “cause” without notice or compensation to Mr. Oyer, except for unpaid base salary and other benefits already earned. If we terminate Mr. Oyer’s agreement without “cause” in connection with a change in control, or if Mr. Oyer terminates his agreement for “good reason” following a change in control, we have agreed to pay Mr. Oyer an amount equal to his base salary and annual corporate performance bonus during the previous twelve months in accordance with our regular payroll cycle for a period of twelve months following the termination. In addition, Mr. Oyer will receive accelerated vesting of any unvested equity incentive awards and continued medical coverage at our expense for up to one year. Mr. Oyer also agreed not to solicit our customers and not to compete with us for one year following the termination of his employment.

2007 Equity Incentive Plan

At a special meeting of stockholders held on February 7, 2008, our stockholders approved our 2007 Equity Incentive Plan. Our board of directors adopted the 2007 plan on August 30, 2007, subject to stockholder approval. The 2007 plan became effective February 7, 2008, and replaces our 2000 Stock Incentive Plan.

Under the 2007 plan, we may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other stock-based or cash-based awards to employees and consultants. The 2007 plan also authorizes the grant of awards of stock options, stock appreciation rights, restricted stock and restricted stock units to non-employee members of our board of directors and deferred compensation awards to officers, directors and certain management or highly compensated employees. The 2007 plan authorizes the issuance of a maximum of 20% of post-transaction outstanding shares of our common stock, or 164,660,700 shares of common stock. If any outstanding option expires, terminates or is canceled, or if shares acquired pursuant to an option or a stock purchase right are repurchased by us, the expired or repurchased shares are returned to the plan and again become available for grant.

A more detailed description of the terms of the 2007 plan can be found in our definitive proxy statement for the February 7, 2008 special meeting of stockholders, which we filed with the Securities and Exchange Commission on December 28, 2007, in the section entitled “Proposal No. 3. — The Saflink 2007 Equity Incentive Plan” and is incorporated by reference herein. Consistent with our name change from “Saflink Corporation” to “IdentiPHI, Inc.” described in Item 5.03 of this current report, we have renamed the 2007 plan the “IdentiPHI 2007 Equity Incentive Plan.” The foregoing summary and the summary incorporated by reference from the proxy statement are qualified in their entirety by the full text of the 2007 plan filed with this current report as Exhibit 10.5 and incorporated by reference herein.

Additionally, the board of directors approved forms of notice of grant, stock option agreement, restricted stock agreement and restricted stock purchase agreement for use with the 2007 plan. Copies of these documents are filed with this current report as Exhibits 10.6 through 10.9 and incorporated by reference herein.

5

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On February 7, 2008, we amended our Certificate of Incorporation in order to increase the number of shares of common stock authorized for issuance from 200,000,000 shares to 1,500,000,000. A copy of the Certificate of Amendment we filed with the Secretary of State of the State of Delaware is filed with this current report as Exhibit 3.1 and is incorporated by reference herein.

On February 11, 2008, we amended our Certificate of Incorporation in order to merge our newly acquired subsidiary, IdentiPHI, with and into Saflink and to change the name of the combined company to “IdentiPHI, Inc.” A copy of the Certificate of Ownership and Merger we filed with the Secretary of State of the State of Delaware is filed with this current report as Exhibit 3.2 and is incorporated by reference herein.

Item 8.01. Other Events.

In connection with the conversion of Mr. Kiphart’s promissory notes described in Item 3.02 of this current report, we paid Mr. Kiphart $100,000 and issued Mr. Kiphart a new promissory note in the principal amount of $150,000. The new promissory note bears interest at 10% per annum and is due and payable 180 days from the date of conversion of Mr. Kiphart’s old promissory notes.

Item 9.01. Financial Statements and Exhibits.

Financial Statements

The financial statements and pro forma financial information of IdentiPHI, Inc. required pursuant to Rule 3-05 and Article 11 of Regulation S-X have been previously filed on our proxy statement filed with the Securities and Exchange Commission on December 28, 2007.

Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 7, 2008
3.2	Certificate of Ownership and Merger, filed with the Secretary of State of the State of Delaware on February 11, 2008
10.1	Employment Agreement of John Atkinson, dated February 12, 2008
10.2	Employment Agreement of Jeffrey T. Dick, dated February 12, 2008
10.3	Employment Agreement of Peter A. Gilbert, dated February 12, 2008
10.4	Employment Agreement of Mark Norwalk, dated February 12, 2008
10.5	Employment Agreement of Steven M. Oyer, dated February 12, 2008
10.6	IdentiPHI 2007 Equity Incentive Plan
10.7	Form of Notice of Grant under IdentiPHI 2007 Equity Incentive Plan
10.8	Form of Stock Option Agreement under IdentiPHI 2007 Equity Incentive Plan
10.9	Form of Restricted Stock Agreement under IdentiPHI 2007 Equity Incentive Plan
10.10	Form of Restricted Stock Purchase Agreement under IdentiPHI 2007 Equity Incentive Plan
99.1	Press release, dated February 11, 2008, announcing closing of merger with IdentiPHI, Inc.

6

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.

	IDENTIPHI, INC.
Dated: February 13, 2008	By:	/s/ Jeffrey T. Dick
		Jeffrey T. Dick Chief Financial Officer

7

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

RESTATED CERTIFICATE OF INCORPORATION

OF

SAFLINK CORPORATION

Saflink Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. Pursuant to this Certificate of Amendment, the first paragraph of Article IV of the Corporation’s Restated Certificate of Incorporation shall be deleted and replaced in its entirety with the following:

“The total number of shares which the Corporation will have authority to issue is 1,501,000,000 shares, consisting of 1,500,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) and 1,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).”

2. The foregoing amendment to the Corporation’s Restated Certificate of Incorporation has been duly approved by the Board of Directors of the Corporation in accordance with the provisions of Sections 141 and 242 of the General Corporation Law.

3. The foregoing amendment to the Corporation’s Restated Certificate of Incorporation has been duly approved by the written consent of the stockholders in accordance with Sections 228 and 242 of the General Corporation Law.

4. This Certificate of Amendment shall be effective upon filing.

[signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 7th day of February, 2008.

SAFLINK CORPORATION

/s/ Steven M. Oyer

Steven M. Oyer,

Chief Executive Officer

EX-3.2

Exhibit 3.2

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

IDENTIPHI, INC.

WITH AND INTO

SAFLINK CORPORATION

Pursuant to Section 253 of the Delaware General Corporation Law

Saflink Corporation, a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the merger of IdentiPHI, Inc., a Delaware corporation (“IdentiPHI”), with and into the Company, with the Company as the surviving corporation:

1. The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). IdentiPHI is incorporated pursuant to the DGCL.

2. The Company owns 100% of the outstanding shares of each class of capital stock of IdentiPHI.

3. The Board of Directors of the Company, by the following resolutions duly adopted on February 11, 2008, determined to merge IdentiPHI with and into the Company pursuant to Section 253 of the DGCL:

WHEREAS, the Company owns all of the outstanding shares of the capital stock of IdentiPHI, Inc., a Delaware corporation (“IdentiPHI”); and

WHEREAS, the Board of Directors of the Company has deemed it advisable that IdentiPHI be merged with and into the Company pursuant to Section 253 of the DGCL and to change the name of the Company in such merger to “IdentiPHI, Inc.” pursuant to Section 253(b) of the DGCL.

NOW, THEREFORE, IT IS HEREBY:

RESOLVED, that as soon as practicable, pursuant to the DGCL, the Company shall cause IdentiPHI to be merged (the “Merger”) with and into the Company, whereupon the separate existence of IdentiPHI shall cease, and the Company shall be the surviving corporation (the “Surviving Corporation”); and

FURTHER RESOLVED, that the Merger is hereby approved and authorized pursuant to the provisions of Section 253 of the DGCL; and

FURTHER RESOLVED, that the Merger shall become effective upon the filing of (or at such subsequent time as may be specified in) the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware (the time of such effectiveness being the “Effective Time”); and

FURTHER RESOLVED, that the directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation; and

FURTHER RESOLVED, that the Restated Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation except that Article I of the Restated Certificate of Incorporation shall be amended at the Effective Time in the Merger to read in its entirety as follows:

“The name of this corporation (the “Corporation”) is IdentiPHI, Inc.”

and as so amended shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law; and

FURTHER RESOLVED, that the bylaws of the Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable law; and

FURTHER RESOLVED, that, by virtue of the Merger and without any action on the part of any holder thereof, as of the Effective Time, each outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of the corresponding capital stock of the Surviving Corporation, held by the same holder who held such share immediately prior to the Effective Time; and

FURTHER RESOLVED, that, at the Effective Time, a stock certificate that represented a share of capital stock of the Company immediately prior to the Effective Time shall continue to represent such corresponding share of capital stock of the Surviving Corporation as of the Effective Time; and

FURTHER RESOLVED, that, at the Effective time, by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of IdentiPHI shall be cancelled and no consideration shall be issued in respect thereof; and

FURTHER RESOLVED, that each officer of the Company (each an “Authorized Officer”) is hereby authorized on behalf of the Company to take any and all action, to execute and deliver any and all documents, agreements and instruments, to take any and all steps, to make all filings (including any filings or notices with or to FINRA and/or the OTC Bulletin Board), to incur and pay all related fees and expenses, in each case as deemed by any such Authorized Officer to be necessary,

appropriate or desirable to carry out the purpose and intent of each of the foregoing resolutions and the transactions contemplated thereby, including the filing of a Certificate of Ownership and Merger with the Delaware Secretary of State, and all actions heretofore taken by any of them in furtherance thereof are hereby ratified and confirmed in all respects.

5. The Company shall be the surviving corporation in the Merger and, from and after the time of the Merger, the name of the surviving corporation shall be “IdentiPHI, Inc.”

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Ownership and Merger to be duly executed in its corporate name by its duly authorized officer.

Dated: February 11, 2008

SAFLINK CORPORATION
By:	/s/ Steven M. Oyer
	Steven M. Oyer Chief Executive Officer

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made effective as of February 12, 2008 (the “Effective Date”), by and between IdentiPHI, Inc. (“Company”) and John Atkinson (“Employee”).

The parties agree as follows:

1. Employment. Company shall employ Employee effective as of the Effective Date, subject to the terms and conditions set forth in the Agreement.

2. Duties.

2.1 Position. Employee is employed as Company’s President, reporting to Company’s Chief Executive Officer (the “CEO”), and shall have such duties and responsibilities consistent with such position as may be reasonably assigned from time to time.

2.2 Best Efforts; Full-time. Employee shall faithfully and diligently perform all duties assigned to him. Employee will expend his best efforts on behalf of Company and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in the best interest of Company at all times. Employee shall devote his full business time and efforts to the performance of his assigned duties for Company, unless Employee notifies Company in advance of his intent to engage in other paid work and receives Company’s express written consent to do so.

2.3 Work Location. Employee’s principal place of work shall be located in Leesburg, Virginia, or such other location as the parties may agree from time to time.

3. Term. The term of this Agreement shall begin on the Effective Date and shall continue for two (2) years (the “Initial Term”), unless it is terminated pursuant to Section 7 herein. On completion of the Initial Term, this Agreement will automatically renew for subsequent one year terms (together with the Initial Term, the “Term”), unless either party provides forty-five (45) days’ advance written notice to the other that Company or Employee, as the case may be, does not wish to renew the Agreement for a subsequent year. In the event either party gives notice of nonrenewal pursuant to this Section, this Agreement will expire at the end of the current Term.

4. Compensation.

4.1 Base Salary. As compensation for Employee’s performance of his duties hereunder, Company shall pay to Employee a base salary of two hundred thousand dollars ($200,000) per year, payable in accordance with Company’s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Annual Bonus. Employee shall be eligible to receive annual corporate performance bonuses in accordance with Company’s management incentive plan, should Company adopt one, or else in accordance with the terms of this Agreement. Employee’s annual corporate performance bonus shall be a percentage of Employee’s base salary and shall be determined by the CEO, but in any event must entitle Employee the opportunity to receive not less than 50% of Employee’s base salary. Each annual corporate performance bonus shall be payable (i) upon the achievement of specific performance goals, as determined by the CEO with consultation from Employee at the beginning of the respective year, or (ii) in accordance with Company’s management incentive plan. The terms of any management incentive plan must be approved by the Board.

4.3 Performance and Salary Review. Company may periodically review Employee’s performance. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

4.4 Employment Taxes. All of Employee’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by Company.

5. Benefits.

5.1 Benefits Package. Employee shall be entitled to an appropriate employee benefits package, including medical, dental, vacation, sick leave and other applicable benefits, that it is no less favorable to Employee than the benefits package provided to Employee as of the Effective Date of this Agreement.

5.2 Fringe Benefits. Employee will be eligible for all customary and usual fringe benefits generally available to senior executives of Company, subject to the terms and conditions of Company’s benefit plan documents. Except as provided in Section 5.1, Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Employee.

6. Business Expenses. Employee will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of his duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly, with appropriate supporting documentation, in accordance with Company’s policies.

7. Termination.

7.1 Voluntary Termination. Employee may voluntarily resign his employment with Company as set forth in this section. Employee agrees to provide thirty (30) days’ written notice if Employee voluntarily terminates his employment with Company, provided that Company may, in its sole discretion, elect to waive all or any part of such notice period. In the event Employee’s employment is terminated in accordance with this Section 7.1, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

7.2 Termination for Cause by Company. Company may terminate Employee’s employment immediately at any time for Cause, with or without advanced notice. For purposes of this Agreement, “Cause” is defined as a good faith determination of the CEO, in its sole and absolute discretion, of any of the following: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Employee; (b) Employee’s material breach of this Agreement or the confidentiality and inventions assignment agreement between Company and Employee (the “Confidentiality Agreement”); (c) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Employee’s willful or habitual neglect of duties; (e) Employee’s failure to perform the essential functions of his position, with or without reasonable accommodation, due to a mental or physical disability for at least ninety (90) days; (f) sustained unsatisfactory performance; or (g) Employee’s death. In the event Employee’s employment is

2

terminated in accordance with this Section 7.2, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

7.3 Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last sentence of this Section 7.3: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.3 are subject to Employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.

7.4 Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent (each, a “Good Reason”), Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

3

7.5 280G and 409A. If, due to the benefits provided under this Section 7, or otherwise due or payable from Company, Employee may be subject to any excise tax due to characterization of any amounts payable under this Section 7 as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or the amounts may be nondeductible by Company under Section 280G of the Code, the gross amount payable in cash or benefits to be provided under this Section 7, or otherwise due or payable from the Company, will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code, as determined by Company. Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” as described in Section 409A of the Code (“Section 409A”), as determined by Company in accordance with its procedures, by which determination Employee is bound, any amount to which Employee would otherwise be entitled during the first six months following Employee’s separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral, as determined by Company, will be accumulated and paid without interest on the first business day of the seventh month following the date of Employee’s separation from service. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The provisions of this Agreement will be interpreted and construed in favor of its meeting any applicable requirements of Section 409A. Company, in its reasonable discretion, may amend (including retroactively) the Agreement to conform with Section 409A, including amending to facilitate the ability of Employee to avoid the imposition of interest and additional tax under Section 409A. The preceding provisions shall not be construed as a guarantee by Company of any particular tax effect for any income to Employee provided pursuant to the Agreement.

8. No Conflict of Interest. During the Term of Employee’s employment with Company and during any period Employee is receiving payments from Company, Employee must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company, as may be determined by Company in its sole and absolute discretion. If Company believes such a conflict exists during the Term of this Agreement, Company may ask Employee to choose to discontinue the other work or resign employment with Company. If Company believes such a conflict exists during any period in which Employee is receiving payments pursuant to this Agreement, Company may ask Employee to choose to discontinue the other work or forfeit the remaining severance and other payments under this Agreement. In addition, Employee agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company’s prior written consent, during the Term of Employee’s employment and during any period in which Employee is receiving payments from Company pursuant to this Agreement.

9. Non-Solicitation; Non-Hire.

9.1 Non-Solicitation of Customers or Prospects. Employee acknowledges that information about Company’s customers is confidential and constitutes trade secrets. Accordingly, Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

4

9.2 Non-Solicitation and Non-Hire of Company’s Employees. Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, attempting to hire or hiring any of Company’s employees or causing others to hire any of Company’s employees or solicit or encourage any of Company’s employees to discontinue their employment with Company.

10. Mutual Non-Disparagement. Employee will not, during the Term of this Agreement or after the termination hereof, disparage Company, its products, services, agents or employees. Company will not, during the Term of this Agreement or after the termination hereof, disparage Employee.

11. Injunctive Relief. Employee acknowledges that Employee’s breach of the covenants contained in Sections 8 through 10 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

12. General Provisions.

12.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Employee shall not be entitled to assign any of Employee’s rights or obligations under this Agreement.

12.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

12.3 Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless a statute at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

12.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Employee Acknowledges that Employee has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

12.6 Governing Law. The parties agree that this Agreement, and any disputes arising under this Agreement, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principle to the contrary. The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in Travis County, Texas, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that Texas is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of the State of Texas.

5

12.7 Survival. Sections 7 (“Termination”), 8 (“No Conflict of Interest”), 9 (“Non-Solicitation; Non-Hire”), 10 (“Mutual Non-Disparagement”), 11 (“Injunctive Relief”), 12 (“General Provisions”) and 13 (“Entire Agreement”) of this Agreement shall survive Employee’s employment by Company.

13. Entire Agreement. This Agreement, including the Confidentiality Agreement incorporated herein by reference, the 2007 Plan and related option documents in place at the time of this signing, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only by a supplemental written agreement signed by Employee and an authorized representative of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

[Signature pages follow.]

	JOHN ATKINSON
Dated: February 12, 2008
	Address:
	IDENTIPHI, INC.
Dated: February 12, 2008
	By:
	Its:
	IdentiPHI, Inc.
	13809 Research Blvd., Ste 275
	Austin, Texas 78750

6

EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made effective as of February 12, 2008 (the “Effective Date”), by and between IdentiPHI, Inc. (“Company”) and Jeffrey T. Dick (“Employee”).

The parties agree as follows:

1. Employment. Company shall employ Employee effective as of the Effective Date, subject to the terms and conditions set forth in the Agreement.

2. Duties.

2.1 Position. Employee is employed as Company’s Chief Financial Officer, reporting to Company’s Chief Executive Officer (the “CEO”), and shall have such duties and responsibilities consistent with such position as may be reasonably assigned from time to time.

2.2 Best Efforts; Full-time. Employee shall faithfully and diligently perform all duties assigned to him. Employee will expend his best efforts on behalf of Company and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in the best interest of Company at all times. Employee shall devote his full business time and efforts to the performance of his assigned duties for Company, unless Employee notifies Company in advance of his intent to engage in other paid work and receives Company’s express written consent to do so.

2.3 Work Location. Employee’s principal place of work shall be located in Austin, Texas, or such other location as the parties may agree from time to time.

3. Term. The term of this Agreement shall begin on the Effective Date and shall continue for two (2) years (the “Initial Term”), unless it is terminated pursuant to Section 7 herein. On completion of the Initial Term, this Agreement will automatically renew for subsequent one year terms (together with the Initial Term, the “Term”), unless either party provides forty-five (45) days’ advance written notice to the other that Company or Employee, as the case may be, does not wish to renew the Agreement for a subsequent year. In the event either party gives notice of nonrenewal pursuant to this Section, this Agreement will expire at the end of the current Term.

4. Compensation.

4.1 Base Salary. As compensation for Employee’s performance of his duties hereunder, Company shall pay to Employee a base salary of one hundred seventy-five thousand dollars ($175,000) per year, payable in accordance with Company’s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Annual Bonus. Employee shall be eligible to receive annual corporate performance bonuses in accordance with Company’s management incentive plan, should Company adopt one, or else in accordance with the terms of this Agreement. Employee’s annual corporate performance bonus shall be a percentage of Employee’s base salary and shall be determined by the CEO, but in any event must entitle Employee the opportunity to receive not less than 50% of Employee’s base salary. Each annual corporate performance bonus shall be payable (i) upon the achievement of specific performance goals, as determined by the CEO with consultation from Employee at the beginning of the respective year, or (ii) in accordance with Company’s management incentive plan. The terms of any management incentive plan must be approved by the Board.

4.3 Performance and Salary Review. Company may periodically review Employee’s performance. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

4.4 Employment Taxes. All of Employee’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by Company.

4.5 Relocation/Housing Assistance Expenses. Company will reimburse Employee for the reasonable expenses incurred by Employee in relocating his residence to the Austin, Texas area, up to a maximum of twenty-five thousand dollars ($25,000), upon presentation of appropriate supporting documentation. Eligible expenses shall be: temporary living expenses, fees associated with the sale of Employee’s home in the Seattle, Washington area, travel for Employee and his immediate family between the Seattle, Washington area and the Austin, Texas area, and moving Employee’s household goods from the Seattle, Washington area to the Austin, Texas area. Employee will be required to reimburse Company immediately for all relocation/housing assistance expenses paid to him or on his behalf if, within one (1) year from the Effective Date, Employee voluntarily terminates his employment or Company terminates Employee for Cause.

5. Benefits.

5.1 Benefits Package. Employee shall be entitled to an appropriate employee benefits package, including medical, dental, vacation, sick leave and other applicable benefits, that it is no less favorable to Employee than the benefits package provided to Employee as of the Effective Date of this Agreement.

5.2 Fringe Benefits. Employee will be eligible for all customary and usual fringe benefits generally available to senior executives of Company, subject to the terms and conditions of Company’s benefit plan documents. Except as provided in Section 5.1, Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Employee.

6. Business Expenses. Employee will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of his duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly, with appropriate supporting documentation, in accordance with Company’s policies.

7. Termination.

7.1 Voluntary Termination. Employee may voluntarily resign his employment with Company as set forth in this Section. Employee agrees to provide thirty (30) days’ written notice if Employee voluntarily terminates his employment with Company, provided that Company may, in its sole discretion, elect to waive all or any part of such notice period. In the event Employee’s employment is terminated in accordance with this Section 7.1, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

2

7.2 Termination for Cause by Company. Company may terminate Employee’s employment immediately at any time for Cause, with or without advanced notice. For purposes of this Agreement, “Cause” is defined as a good faith determination of the CEO, in its sole and absolute discretion, of any of the following: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Employee; (b) Employee’s material breach of this Agreement or the confidentiality and inventions assignment agreement between Company and Employee (the “Confidentiality Agreement”); (c) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Employee’s willful or habitual neglect of duties; (e) Employee’s failure to perform the essential functions of his position, with or without reasonable accommodation, due to a mental or physical disability for at least ninety (90) days; (f) sustained unsatisfactory performance; or (g) Employee’s death. In the event Employee’s employment is terminated in accordance with this Section 7.2, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

7.3 Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last sentence of this Section 7.3: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.3 are subject to Employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.

7.4 Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent (each, a “Good Reason”), Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration

3

of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

7.5 280G and 409A. If, due to the benefits provided under this Section 7, or otherwise due or payable from Company, Employee may be subject to any excise tax due to characterization of any amounts payable under this Section 7 as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or the amounts may be nondeductible by Company under Section 280G of the Code, the gross amount payable in cash or benefits to be provided under this Section 7, or otherwise due or payable from the Company, will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code, as determined by Company. Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” as described in Section 409A of the Code (“Section 409A”), as determined by Company in accordance with its procedures, by which determination Employee is bound, any amount to which Employee would otherwise be entitled during the first six months following Employee’s separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral, as determined by Company, will be accumulated and paid without interest on the first business day of the seventh month following the date of Employee’s separation from service. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The provisions of this Agreement will be interpreted and construed in favor of its meeting any applicable requirements of Section 409A. Company, in its reasonable discretion, may amend (including retroactively) the Agreement to conform with Section 409A, including amending to facilitate the ability of Employee to avoid the imposition of interest and additional tax under Section 409A. The preceding provisions shall not be construed as a guarantee by Company of any particular tax effect for any income to Employee provided pursuant to the Agreement.

8. No Conflict of Interest. During the Term of Employee’s employment with Company and during any period Employee is receiving payments from Company, Employee must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company, as may be determined by Company in its sole and absolute discretion. If Company believes such a conflict exists during the Term of this Agreement, Company may ask Employee to choose to discontinue the other work or resign employment with Company. If Company believes such a conflict exists during any period in which Employee is receiving payments pursuant to this Agreement, Company may ask Employee to choose to discontinue the other work or forfeit the remaining severance and other payments under this Agreement. In addition, Employee agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company’s prior written consent, during the Term of Employee’s employment and during any period in which Employee is receiving payments from Company pursuant to this Agreement.

4

9. Non-Solicitation; Non-Hire.

9.1 Non-Solicitation of Customers or Prospects. Employee acknowledges that information about Company’s customers is confidential and constitutes trade secrets. Accordingly, Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

9.2 Non-Solicitation and Non-Hire of Company’s Employees. Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, attempting to hire or hiring any of Company’s employees or causing others to hire any of Company’s employees or solicit or encourage any of Company’s employees to discontinue their employment with Company.

10. Mutual Non-Disparagement. Employee will not, during the Term of this Agreement or after the termination hereof, disparage Company, its products, services, agents or employees. Company will not, during the Term of this Agreement or after the termination hereof, disparage Employee.

11. Injunctive Relief. Employee acknowledges that Employee’s breach of the covenants contained in Sections 8 through 10 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

12. General Provisions.

12.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Employee shall not be entitled to assign any of Employee’s rights or obligations under this Agreement.

12.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

12.3 Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless a statute at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

12.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Employee Acknowledges that Employee has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

5

12.6 Governing Law. The parties agree that this Agreement, and any disputes arising under this Agreement, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principle to the contrary. The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in Travis County, Texas, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that Texas is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of the State of Texas.

12.7 Survival. Sections 7 (“Termination”), 8 (“No Conflict of Interest”), 9 (“Non-Solicitation; Non-Hire”), 10 (“Mutual Non-Disparagement”), 11 (“Injunctive Relief”), 12 (“General Provisions”) and 13 (“Entire Agreement”) of this Agreement shall survive Employee’s employment by Company.

13. Entire Agreement. This Agreement, including the Confidentiality Agreement incorporated herein by reference, the 2007 Plan and related option documents in place at the time of this signing, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only by a supplemental written agreement signed by Employee and an authorized representative of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	JEFFREY T. DICK
Dated: February 12, 2008
	Address:
	IDENTIPHI, INC.
Dated: February 12, 2008
	By:
	Its:
	IdentiPHI, Inc.
	13809 Research Blvd, Suite 275
	Austin, Texas 78750

6

EX-10.3

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made effective as of February 12, 2008 (the “Effective Date”), by and between IdentiPHI, Inc. (“Company”) and Peter A. Gilbert (“Employee”).

The parties agree as follows:

1. Employment. Company shall employ Employee effective as of the Effective Date, subject to the terms and conditions set forth in the Agreement.

2. Duties.

2.1 Position. Employee is employed as Vice Chairman and Senior Vice President of Sales and Marketing, reporting to Company’s Chief Executive Officer (the “CEO”), and shall have such duties and responsibilities consistent with such position as may be reasonably assigned from time to time.

2.2 Best Efforts; Full-time. Employee shall faithfully and diligently perform all duties assigned to him. Employee will expend his best efforts on behalf of Company and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in the best interest of Company at all times. Employee shall devote his full business time and efforts to the performance of his assigned duties for Company, unless Employee notifies Company in advance of his intent to engage in other paid work and receives Company’s express written consent to do so.

2.3 Work Location. Employee’s principal place of work shall be located in Austin, Texas, or such other location as the parties may agree from time to time.

3. Term. The term of this Agreement shall begin on the Effective Date and shall continue for two (2) years (the “Initial Term”), unless it is terminated pursuant to Section 7 herein. On completion of the Initial Term, this Agreement will automatically renew for subsequent one year terms (together with the Initial Term, the “Term”), unless either party provides forty-five (45) days’ advance written notice to the other that Company or Employee, as the case may be, does not wish to renew the Agreement for a subsequent year. In the event either party gives notice of nonrenewal pursuant to this Section, this Agreement will expire at the end of the current Term.

4. Compensation.

4.1 Base Salary. As compensation for Employee’s performance of his duties hereunder, Company shall pay to Employee a base salary of one hundred sixty-five thousand dollars ($165,000) per year, payable in accordance with Company’s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Monthly Override Commission. Employee will receive a monthly override commission, payable in accordance with the Company’s regular payroll practices, as set forth in the commission payment schedule to which the Company and Employee may agree to from time to time.

4.3 Annual Bonus. Employee shall be eligible to receive annual corporate performance bonuses in accordance with Company’s management incentive plan, should Company adopt one, or else in accordance with the terms of this Agreement. For the first year of this Agreement, Employee shall receive a guaranteed annual corporate performance bonus of forty thousand dollars ($40,000), which will

be payable in equal quarterly installments on the last day of each calendar quarter beginning with the first calendar quarter starting after the Effective Date. In addition, for the first year of this Agreement, Employee shall be eligible to receive an additional discretionary bonus of at least forty-two thousand five hundred dollars ($42,500) if Employee achieves specific performance goals as determined by the CEO with consultation from Employee following the Effective Date under Company’s management incentive plan. Company shall be entitled to decrease such additional bonus by the amount Company has already paid to Employee under this Section 4.3 for the guaranteed annual corporate performance bonus. For the second year of this Agreement, Employee’s annual corporate performance bonus (a) must entitle Employee to the opportunity to receive at least 50% of Employee’s base salary under Company’s management incentive plan; (b) may be increased by the Board in accordance with the terms of Company’s management incentive plan; and (c) shall be payable (i) upon the achievement of specific performance goals, as determined by the Board with consultation from Employee at the beginning of the respective year, or (ii) in accordance with Company’s management incentive plan. The terms of any management incentive plan must be approved by the Board.

4.4 Performance and Salary Review. Company may periodically review Employee’s performance. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

4.5 Employment Taxes. All of Employee’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by Company.

5. Benefits.

5.1 Benefits Package. Employee shall be entitled to an appropriate employee benefits package, including medical, dental, vacation, sick leave and other applicable benefits, that it is no less favorable to Employee than the benefits package provided to current employees of Company as of the Effective Date of this Agreement.

5.2 Fringe Benefits. Employee will be eligible for all customary and usual fringe benefits generally available to senior executives of Company, subject to the terms and conditions of Company’s benefit plan documents. Except as provided in Section 5.1, Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Employee.

6. Expenses. Employee will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of his duties on behalf of Company, including such housing and transportation costs Employee may incur in connection with all travel on behalf of Company. To obtain reimbursement, expenses must be submitted promptly, with appropriate supporting documentation, in accordance with Company’s policies.

7. Termination.

7.1 Voluntary Termination. Employee may voluntarily resign his employment with Company as set forth in this section. Employee agrees to provide thirty (30) days’ written notice if Employee voluntarily terminates his employment with Company, provided that Company may, in its sole discretion, elect to waive all or any part of such notice period. In the event Employee’s employment is terminated in accordance with this Section 7.1, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

2

7.2 Termination for Cause by Company. Company may terminate Employee’s employment immediately at any time for Cause, with or without advanced notice. For purposes of this Agreement, “Cause” is defined as a good faith determination of the Board, in its sole and absolute discretion, of any of the following: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Employee; (b) Employee’s material breach of this Agreement or the confidentiality and inventions assignment agreement between Company and Employee (the “Confidentiality Agreement”); (c) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Employee’s willful or habitual neglect of duties; (e) Employee’s failure to perform the essential functions of his position, with or without reasonable accommodation, due to a mental or physical disability for at least ninety (90) days; (f) sustained unsatisfactory performance; or (g) Employee’s death. In the event Employee’s employment is terminated in accordance with this Section 7.2, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

7.3 Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last sentence of this Section 7.3: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.3 are subject to Employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.

7.4 Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; or (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company (each, a “Good Reason”), Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by

3

Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

7.5 280G and 409A. If, due to the benefits provided under this Section 7, or otherwise due or payable from Company, Employee may be subject to any excise tax due to characterization of any amounts payable under this Section 7 as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or the amounts may be nondeductible by Company under Section 280G of the Code, the gross amount payable in cash or benefits to be provided under this Section 7, or otherwise due or payable from the Company, will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code, as determined by Company. Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” as described in Section 409A of the Code (“Section 409A”), as determined by Company in accordance with its procedures, by which determination Employee is bound, any amount to which Employee would otherwise be entitled during the first six months following Employee’s separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral, as determined by Company, will be accumulated and paid without interest on the first business day of the seventh month following the date of Employee’s separation from service. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The provisions of this Agreement will be interpreted and construed in favor of its meeting any applicable requirements of Section 409A. Company, in its reasonable discretion, may amend (including retroactively) the Agreement to conform with Section 409A, including amending to facilitate the ability of Employee to avoid the imposition of interest and additional tax under Section 409A. The preceding provisions shall not be construed as a guarantee by Company of any particular tax effect for any income to Employee provided pursuant to the Agreement.

8. No Conflict of Interest. During the Term of Employee’s employment with Company and during any period Employee is receiving payments from Company, Employee must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company, as may be determined by Company in its sole and absolute discretion. If Company believes such a conflict exists during the Term of this Agreement, Company may ask Employee to choose to discontinue the other work or resign employment with Company. If Company believes such a conflict exists during any period in which Employee is receiving payments pursuant to this Agreement, Company may ask Employee to choose to discontinue the other work or forfeit the remaining severance and other payments under this Agreement. In addition, Employee agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company’s prior written consent, during the Term of Employee’s employment and during any period in which Employee is receiving payments from Company pursuant to this Agreement.

4

9. Non-Solicitation; Non-Hire.

9.1 Non-Solicitation of Customers or Prospects. Employee acknowledges that information about Company’s customers is confidential and constitutes trade secrets. Accordingly, Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

9.2 Non-Solicitation and Non-Hire of Company’s Employees. Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, attempting to hire or hiring any of Company’s employees or causing others to hire any of Company’s employees or solicit or encourage any of Company’s employees to discontinue their employment with Company.

10. Mutual Non-Disparagement. Employee will not, during the Term of this Agreement or after the termination hereof, disparage Company, its products, services, agents or employees. Company will not, during the Term of this Agreement or after the termination hereof, disparage Employee.

11. Injunctive Relief. Employee acknowledges that Employee’s breach of the covenants contained in Sections 8 through 10 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

12. General Provisions.

12.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Employee shall not be entitled to assign any of Employee’s rights or obligations under this Agreement.

12.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

12.3 Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless a statute at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

12.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Employee Acknowledges that Employee has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

5

12.6 Governing Law. The parties agree that this Agreement, and any disputes arising under this Agreement, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principle to the contrary. The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in Travis County, Texas, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that Texas is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of the State of Texas.

12.7 Survival. Sections 7 (“Termination”), 8 (“No Conflict of Interest”), 9 (“Non-Solicitation; Non-Hire”), 10 (“Mutual Non-Disparagement”), 11 (“Injunctive Relief”), 12 (“General Provisions”) and 13 (“Entire Agreement”) of this Agreement shall survive Employee’s employment by Company.

13. Entire Agreement. This Agreement, including the Confidentiality Agreement incorporated herein by reference, the 2007 Plan and related option documents in place at the time of this signing, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only by a supplemental written agreement signed by Employee and an authorized representative of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	PETER A. GILBERT
Dated: February 12, 2008
	Address:
	IDENTIPHI, INC.
Dated: February 12, 2008
	By:
	Its:
	IdentiPHI, Inc.
	13809 Research Blvd, Suite 275
	Austin, Texas 78750

6

EX-10.4

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made effective as of February 12, 2008 (the “Effective Date”), by and between IdentiPHI, Inc. (“Company”) and Mark Norwalk (“Employee”).

The parties agree as follows:

1. Employment. Company shall employ Employee effective as of the Effective Date, subject to the terms and conditions set forth in the Agreement.

2. Duties.

2.1 Position. Employee is employed as Company’s Chief Technical Officer, reporting to Company’s Chief Executive Officer (the “CEO”), and shall have such duties and responsibilities consistent with such position as may be reasonably assigned from time to time.

2.2 Best Efforts; Full-time. Employee shall faithfully and diligently perform all duties assigned to him. Employee will expend his best efforts on behalf of Company and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in the best interest of Company at all times. Employee shall devote his full business time and efforts to the performance of his assigned duties for Company, unless Employee notifies Company in advance of his intent to engage in other paid work and receives Company’s express written consent to do so.

2.3 Work Location. Employee’s principal place of work shall be located in Austin, Texas, or such other location as the parties may agree from time to time.

3. Term. The term of this Agreement shall begin on the Effective Date and shall continue for two (2) years (the “Initial Term”), unless it is terminated pursuant to Section 7 herein. On completion of the Initial Term, this Agreement will automatically renew for subsequent one year terms (together with the Initial Term, the “Term”), unless either party provides forty-five (45) days’ advance written notice to the other that Company or Employee, as the case may be, does not wish to renew the Agreement for a subsequent year. In the event either party gives notice of nonrenewal pursuant to this Section, this Agreement will expire at the end of the current Term.

4. Compensation.

4.1 Base Salary. As compensation for Employee’s performance of his duties hereunder, Company shall pay to Employee a base salary of one hundred sixty-five thousand dollars ($165,000) per year, payable in accordance with Company’s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Annual Bonus. Employee shall be eligible to receive annual corporate performance bonuses in accordance with Company’s management incentive plan, should Company adopt one, or else in accordance with the terms of this Agreement. Employee’s annual corporate performance bonus shall be a percentage of Employee’s base salary and shall be determined by the CEO, but in any event must entitle Employee the opportunity to receive not less than 50% of Employee’s base salary. Each annual corporate performance bonus shall be payable (i) upon the achievement of specific performance goals, as determined by the CEO with consultation from Employee at the beginning of the respective year, or (ii) in accordance with Company’s management incentive plan. The terms of any management incentive plan must be approved by the Board.

4.3 Performance and Salary Review. Company may periodically review Employee’s performance. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

4.4 Employment Taxes. All of Employee’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by Company.

5. Benefits.

5.1 Benefits Package. Employee shall be entitled to an appropriate employee benefits package, including medical, dental, vacation, sick leave and other applicable benefits, that it is no less favorable to Employee than the benefits package provided to Employee as of the Effective Date of this Agreement.

5.2 Fringe Benefits. Employee will be eligible for all customary and usual fringe benefits generally available to senior executives of Company, subject to the terms and conditions of Company’s benefit plan documents. Except as provided in Section 5.1, Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Employee.

6. Business Expenses. Employee will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of his duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly, with appropriate supporting documentation, in accordance with Company’s policies.

7. Termination.

7.1 Voluntary Termination. Employee may voluntarily resign his employment with Company as set forth in this section. Employee agrees to provide thirty (30) days’ written notice if Employee voluntarily terminates his employment with Company, provided that Company may, in its sole discretion, elect to waive all or any part of such notice period. In the event Employee’s employment is terminated in accordance with this Section 7.1, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

7.2 Termination for Cause by Company. Company may terminate Employee’s employment immediately at any time for Cause, with or without advanced notice. For purposes of this Agreement, “Cause” is defined as a good faith determination of the CEO, in its sole and absolute discretion, of any of the following: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Employee; (b) Employee’s material breach of this Agreement or the confidentiality and inventions assignment agreement between Company and Employee (the “Confidentiality Agreement”); (c) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Employee’s willful or habitual neglect of duties; (e) Employee’s failure to perform the essential functions of his position, with or without reasonable accommodation, due to a mental or physical disability for at least ninety (90) days; (f) sustained unsatisfactory performance; or (g) Employee’s death. In the event Employee’s employment is terminated in accordance with this Section 7.2, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

2

7.3 Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last sentence of this Section 7.3: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.3 are subject to Employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.

7.4 Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent (each, a “Good Reason”), Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

3

7.5 280G and 409A. If, due to the benefits provided under this Section 7, or otherwise due or payable from Company, Employee may be subject to any excise tax due to characterization of any amounts payable under this Section 7 as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or the amounts may be nondeductible by Company under Section 280G of the Code, the gross amount payable in cash or benefits to be provided under this Section 7, or otherwise due or payable from the Company, will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code, as determined by Company. Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” as described in Section 409A of the Code (“Section 409A”), as determined by Company in accordance with its procedures, by which determination Employee is bound, any amount to which Employee would otherwise be entitled during the first six months following Employee’s separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral, as determined by Company, will be accumulated and paid without interest on the first business day of the seventh month following the date of Employee’s separation from service. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The provisions of this Agreement will be interpreted and construed in favor of its meeting any applicable requirements of Section 409A. Company, in its reasonable discretion, may amend (including retroactively) the Agreement to conform with Section 409A, including amending to facilitate the ability of Employee to avoid the imposition of interest and additional tax under Section 409A. The preceding provisions shall not be construed as a guarantee by Company of any particular tax effect for any income to Employee provided pursuant to the Agreement.

8. No Conflict of Interest. During the Term of Employee’s employment with Company and during any period Employee is receiving payments from Company, Employee must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company, as may be determined by Company in its sole and absolute discretion. If Company believes such a conflict exists during the Term of this Agreement, Company may ask Employee to choose to discontinue the other work or resign employment with Company. If Company believes such a conflict exists during any period in which Employee is receiving payments pursuant to this Agreement, Company may ask Employee to choose to discontinue the other work or forfeit the remaining severance and other payments under this Agreement. In addition, Employee agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company’s prior written consent, during the Term of Employee’s employment and during any period in which Employee is receiving payments from Company pursuant to this Agreement.

9. Non-Solicitation; Non-Hire.

9.1 Non-Solicitation of Customers or Prospects. Employee acknowledges that information about Company’s customers is confidential and constitutes trade secrets. Accordingly, Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

4

9.2 Non-Solicitation and Non-Hire of Company’s Employees. Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, attempting to hire or hiring any of Company’s employees or causing others to hire any of Company’s employees or solicit or encourage any of Company’s employees to discontinue their employment with Company.

10. Mutual Non-Disparagement. Employee will not, during the Term of this Agreement or after the termination hereof, disparage Company, its products, services, agents or employees. Company will not, during the Term of this Agreement or after the termination hereof, disparage Employee.

11. Injunctive Relief. Employee acknowledges that Employee’s breach of the covenants contained in Sections 8 through 10 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

12. General Provisions.

12.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Employee shall not be entitled to assign any of Employee’s rights or obligations under this Agreement.

12.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

12.3 Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless a statute at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

12.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Employee Acknowledges that Employee has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

12.6 Governing Law. The parties agree that this Agreement, and any disputes arising under this Agreement, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principle to the contrary. The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in Travis County, Texas, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that Texas is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of the State of Texas.

5

12.7 Survival. Sections 7 (“Termination”), 8 (“No Conflict of Interest”), 9 (“Non-Solicitation; Non-Hire”), 10 (“Mutual Non-Disparagement”), 11 (“Injunctive Relief”), 12 (“General Provisions”) and 13 (“Entire Agreement”) of this Agreement shall survive Employee’s employment by Company.

13. Entire Agreement. This Agreement, including the Confidentiality Agreement incorporated herein by reference, the 2007 Plan and related option documents in place at the time of this signing, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only by a supplemental written agreement signed by Employee and an authorized representative of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	MARK NORWALK
Dated: February 12, 2008
	Address:
	IDENTIPHI, INC.
Dated: February 12, 2008
	By:
	Its:
	IdentiPHI, Inc.
	13809 Research Blvd, Suite 275
	Austin, Texas 78750

6

EX-10.5

Exhibit 10.5

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made effective as of February 12, 2008 (the “Effective Date”), by and between IdentiPHI, Inc. (“Company”) and Steven M. Oyer (“Employee”).

The parties agree as follows:

1. Employment. Company shall employ Employee effective as of the Effective Date, subject to the terms and conditions set forth in the Agreement.

2. Duties.

2.1 Position. Employee is employed as Company’s Chief Executive Officer, reporting to Company’s Board of Directors (the “Board”), and shall have such duties and responsibilities consistent with such position as may be reasonably assigned from time to time.

2.2 Best Efforts; Full-time. Employee shall faithfully and diligently perform all duties assigned to him. Employee will expend his best efforts on behalf of Company and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in the best interest of Company at all times. Employee shall devote his full business time and efforts to the performance of his assigned duties for Company, unless Employee notifies Company in advance of his intent to engage in other paid work and receives Company’s express written consent to do so.

3. Term. The term of this Agreement shall begin on the Effective Date and shall continue for two (2) years (the “Initial Term”), unless it is terminated pursuant to Section 7 herein. On completion of the Initial Term, this Agreement will automatically renew for subsequent one year terms (together with the Initial Term, the “Term”), unless either party provides forty-five (45) days’ advance written notice to the other that Company or Employee, as the case may be, does not wish to renew the Agreement for a subsequent year. In the event either party gives notice of nonrenewal pursuant to this Section, this Agreement will expire at the end of the current Term.

4. Compensation.

4.1 Base Salary. As compensation for Employee’s performance of his duties hereunder, Company shall pay to Employee a base salary of three hundred thousand dollars ($300,000) per year, payable in accordance with Company’s normal payroll practices, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Annual Bonus. Employee shall be eligible to receive annual corporate performance bonuses in accordance with Company’s management incentive plan, should Company adopt one, or else in accordance with the terms of this Agreement. For the first year of this Agreement, Employee shall receive a guaranteed annual corporate performance bonus of seventy-five thousand dollars ($75,000), which will be payable in equal quarterly installments on the last day of each calendar quarter beginning with the first calendar quarter starting after the Effective Date. In addition, for the first year of this Agreement, Employee shall be eligible to receive an additional discretionary bonus of at least seventy-five thousand dollars ($75,000) if Employee achieves specific performance goals as determined by the Board with consultation from Employee following the Effective Date under Company’s management incentive plan. Company shall be entitled to decrease such additional bonus by the amount Company has already paid to Employee under this Section 4.2 for the guaranteed annual corporate performance bonus.

For the second year of this Agreement, Employee’s annual corporate performance bonus must entitle Employee to the opportunity to receive at least 50% of Employee’s base salary under Company’s management incentive plan. For either year, the Board may increase the amount of the annual corporate performance bonus in accordance with the terms of Company’s management incentive plan. Except as to the guaranteed annual corporate performance bonus of seventy-five thousand dollars ($75,000) in the first year of this Agreement, each annual corporate performance bonus shall be payable (i) upon the achievement of specific performance goals, as determined by the Board with consultation from Employee at the beginning of the respective year, or (ii) in accordance with Company’s management incentive plan. The terms of any management incentive plan must be approved by the Board.

4.3 Performance and Salary Review. Company may periodically review Employee’s performance. Adjustments to salary or other compensation, if any, will be made by Company in its sole and absolute discretion.

4.4 Employment Taxes. All of Employee’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by Company.

5. Benefits.

5.1 Benefits Package. Employee shall be entitled to an appropriate employee benefits package, including medical, dental, vacation, sick leave and other applicable benefits, that it is no less favorable to Employee than the benefits package provided to current employees of Company as of the Effective Date of this Agreement.

5.2 Fringe Benefits. Employee will be eligible for all customary and usual fringe benefits generally available to senior executives of Company, subject to the terms and conditions of Company’s benefit plan documents. Except as provided in Section 5.1, Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Employee.

6. Expenses. Employee will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of his duties on behalf of Company, including such housing and transportation costs Employee may incur in connection with all travel on behalf of Company. To obtain reimbursement, expenses must be submitted promptly, with appropriate supporting documentation, in accordance with Company’s policies.

7. Termination.

7.1 Voluntary Termination. Employee may voluntarily resign his employment with Company as set forth in this Section. Employee agrees to provide thirty (30) days’ written notice if Employee voluntarily terminates his employment with Company, provided that Company may, in its sole discretion, elect to waive all or any part of such notice period. In the event Employee’s employment is terminated in accordance with this Section 7.1, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

7.2 Termination for Cause by Company. Company may terminate Employee’s employment immediately at any time for Cause, with or without advanced notice. For purposes of this Agreement, “Cause” is defined as a good faith determination of the Board, in its sole and absolute discretion, of any of the following: (a) acts or omissions constituting gross negligence, recklessness or willful misconduct

2

on the part of Employee; (b) Employee’s material breach of this Agreement or the confidentiality and inventions assignment agreement between Company and Employee (the “Confidentiality Agreement”); (c) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (d) Employee’s willful or habitual neglect of duties; (e) Employee’s failure to perform the essential functions of his position, with or without reasonable accommodation, due to a mental or physical disability for at least ninety (90) days; (f) sustained unsatisfactory performance; or (g) Employee’s death. In the event Employee’s employment is terminated in accordance with this Section 7.2, Employee shall be entitled to receive only unpaid base salary at the rate then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination, and Company shall have no further or other obligations to Employee pursuant to this Agreement.

7.3 Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last sentence of this Section 7.3: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.3 are subject to Employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.

7.4 Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; or (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company (each, a “Good Reason”), Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (X) complying with all surviving provisions of this Agreement

3

as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or Employee’s termination for Cause will not give rise to any rights under this Section 7.4.

7.5 280G and 409A. If, due to the benefits provided under this Section 7, or otherwise due or payable from Company, Employee may be subject to any excise tax due to characterization of any amounts payable under this Section 7 as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or the amounts may be nondeductible by Company under Section 280G of the Code, the gross amount payable in cash or benefits to be provided under this Section 7, or otherwise due or payable from the Company, will be reduced (to the least extent possible) in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code, as determined by Company. Notwithstanding anything in this Agreement to the contrary, if Employee is a “specified employee” as described in Section 409A of the Code (“Section 409A”), as determined by Company in accordance with its procedures, by which determination Employee is bound, any amount to which Employee would otherwise be entitled during the first six months following Employee’s separation from service that constitutes nonqualified deferred compensation within the meaning of Section 409A and that is therefore not exempt from Section 409A as involuntary separation pay or a short-term deferral, as determined by Company, will be accumulated and paid without interest on the first business day of the seventh month following the date of Employee’s separation from service. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A. The provisions of this Agreement will be interpreted and construed in favor of its meeting any applicable requirements of Section 409A. Company, in its reasonable discretion, may amend (including retroactively) the Agreement to conform with Section 409A, including amending to facilitate the ability of Employee to avoid the imposition of interest and additional tax under Section 409A. The preceding provisions shall not be construed as a guarantee by Company of any particular tax effect for any income to Employee provided pursuant to the Agreement.

8. No Conflict of Interest. During the Term of Employee’s employment with Company and during any period Employee is receiving payments from Company, Employee must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company, as may be determined by Company in its sole and absolute discretion. If Company believes such a conflict exists during the Term of this Agreement, Company may ask Employee to choose to discontinue the other work or resign employment with Company. If Company believes such a conflict exists during any period in which Employee is receiving payments pursuant to this Agreement, Company may ask Employee to choose to discontinue the other work or forfeit the remaining severance and other payments under this Agreement. In addition, Employee agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company’s prior written consent, during the Term of Employee’s employment and during any period in which Employee is receiving payments from Company pursuant to this Agreement.

9. Non-Solicitation; Non-Hire.

9.1 Non-Solicitation of Customers or Prospects. Employee acknowledges that information about Company’s customers is confidential and constitutes trade secrets. Accordingly, Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

4

9.2 Non-Solicitation and Non-Hire of Company’s Employees. Employee agrees that during the Term of this Agreement and for a period of one (1) year after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, attempting to hire or hiring any of Company’s employees or causing others to hire any of Company’s employees or solicit or encourage any of Company’s employees to discontinue their employment with Company.

10. Mutual Non-Disparagement. Employee will not, during the Term of this Agreement or after the termination hereof, disparage Company, its products, services, agents or employees. Company will not, during the Term of this Agreement or after the termination hereof, disparage Employee.

11. Injunctive Relief. Employee acknowledges that Employee’s breach of the covenants contained in Sections 8 through 10 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

12. General Provisions.

12.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Employee shall not be entitled to assign any of Employee’s rights or obligations under this Agreement.

12.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

12.3 Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless a statute at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

12.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

12.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. Employee Acknowledges that Employee has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

12.6 Governing Law. The parties agree that this Agreement, and any disputes arising under this Agreement, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principle to the contrary. The parties agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in Travis County, Texas, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that Texas is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of the State of Texas.

5

12.7 Survival. Sections 7 (“Termination”), 8 (“No Conflict of Interest”), 9 (“Non-Solicitation; Non-Hire”), 10 (“Mutual Non-Disparagement”), 11 (“Injunctive Relief”), 12 (“General Provisions”) and 13 (“Entire Agreement”) of this Agreement shall survive Employee’s employment by Company.

13. Entire Agreement. This Agreement, including the Confidentiality Agreement incorporated herein by reference, the 2007 Plan and related option documents in place at the time of this signing, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only by a supplemental written agreement signed by Employee and an authorized representative of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	STEVEN M. OYER
Dated: February 12, 2008
	Address:
	IDENTIPHI, INC.
Dated: February 12, 2008
	By:	Asa Hutchinson
	Its:	Director
	IdentiPHI, Inc.
	13809 Research Blvd, Suite 275
	Austin, Texas 78750

6

EX-10.6

Exhibit 10.6

IDENTIPHI, INC.

2007 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

			Page
1.	Establishment, Purpose and Term of Plan		1
	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Term of Plan	1
2.	Definitions and Construction		1
	2.1	Definitions	1
	2.2	Construction	5
3.	Administration		5
	3.1	Administration by the Committee	5
	3.2	Authority of Officers	5
	3.3	Powers of the Committee	5
	3.4	Administration with Respect to Insiders	6
	3.5	Committee Complying with Section 162(m)	6
	3.6	Indemnification	7
4.	Shares Subject to Plan		7
	4.1	Maximum Number of Shares Issuable	7
	4.2	Adjustments for Changes in Capital Structure	7
5.	Eligibility and Award Limitations		8
	5.1	Persons Eligible for Incentive Stock Options	8
	5.2	Persons Eligible for Other Awards	8
	5.3	Fair Market Value Limitation on Incentive Stock Options	8
	5.4	Section 162(m) Award Limits	9
6.	Terms and Conditions of Options		9
	6.1	Exercise Price	9
	6.2	Exercisability and Term of Options	9
	6.3	Payment of Exercise Price	10
	6.4	Effect of Termination of Service	11
	6.5	Transferability of Options	13
7.	Terms and Conditions of Restricted Stock Awards		13
	7.1	Purchase Price	13
	7.2	Purchase Period	13
	7.3	Payment of Purchase Price	14

-i-

TABLE OF CONTENTS

(continued)

			Page
	7.4	Vesting and Restrictions on Transfer	14
	7.5	Voting Rights; Dividends	14
	7.6	Effect of Termination of Service	15
	7.7	Nontransferability of Restricted Stock Award Rights	15
8.	Standard Forms of Award Agreement		15
	8.1	Award Agreements	15
	8.2	Authority to Vary Terms	15
9.	Change in Control		16
	9.1	Definitions	16
	9.2	Effect of Change in Control on Options	16
	9.3	Effect of Change in Control on Restricted Stock Awards	17
10.	Provision of Information		17
11.	Compliance with Securities Law		18
12.	Tax Withholding		18
	12.1	Tax Withholding in General	18
	12.2	Withholding in Shares	18
13.	Termination or Amendment of Plan		18
14.	Miscellaneous Provisions		19
	14.1	Rights as Employee, Consultant or Director	19
	14.2	Rights as a Stockholder	19
15.	Stockholder Approval		19

IDENTIPHI, INC.

2007 EQUITY INCENTIVE PLAN

1. Establishment, Purpose and Term of Plan.

1.1 Establishment. IdentiPHI, Inc., a Delaware corporation formerly known as Saflink Corporation (the “Company”), hereby establishes the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”) effective as of the date on which it is approved by the stockholders of the Company (the “Effective Date”).

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock Purchase Rights, and Restricted Stock Bonuses.

1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed. However, all Awards shall be granted, if at all, within ten (10) years from the Effective Date. The Company intends that the Plan comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed.

2. Definitions and Construction.

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) “Affiliate” means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.

(b) “Award” means any Option, Restricted Stock Purchase Right and Restricted Stock Bonus granted under the Plan.

(c) “Award Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” a “Restricted Stock Purchase Agreement,” or a “Restricted Stock Bonus Agreement.”

1

(d) “Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committees.

(e) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(f) “Committee” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(g) “Company” means IdentiPHI, Inc., a Delaware corporation formerly known as Saflink Corporation, or any successor corporation thereto.

(h) “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration on a Form S-8 Registration Statement under the Securities Act.

(i) “Director” means a member of the Board or of the board of directors of any other Participating Company.

(j) “Disability” means the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness or injury of the Participant.

(k) “Employee” means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding, and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.

2

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and subject to compliance with Section 409A of the Code.

(n) “Incentive Stock Option” means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(o) “Insider” means an Officer, a Director of the Company, or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.

(p) “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option.

(q) “Officer” means any person designated by the Board as an officer of the Company.

(r) “Option” means a right to purchase Stock pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(s) “Option Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Option granted to the Participant and any shares acquired upon the exercise thereof. An Option Agreement may consist of a form of “Notice of Grant of Stock Option” and a form of “Stock Option Agreement” incorporated therein by reference, or such other form or forms as the Board may approve from time to time.

3

(t) “Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.

(u) “Participant” means any eligible person who has been granted one or more Awards.

(v) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation or Affiliate.

(w) “Participating Company Group” means, at any point in time, all corporations collectively which are then Participating Companies.

(x) “Restricted Stock Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.

(y) “Restricted Stock Bonus” means Stock granted to a Participant pursuant to the terms and conditions of Section 7.

(z) “Restricted Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to the terms and conditions of Section 7.

(aa) “Restriction Period” means the period established in accordance with Section 7.4 during which shares subject to a Restricted Stock Award are subject to Vesting Conditions.

(bb) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(cc) “Section 162(m)” means Section 162(m) of the Code.

(dd) “Securities Act” means the Securities Act of 1933, as amended.

(ee) “Service” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the one hundred eighty-first (181st) day following the commencement of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by

4

the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(ff) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.

(gg) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

(hh) “Ten Percent Owner” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.

(ii) “Vesting Conditions” mean those conditions established in accordance with Section 7.4 prior to the satisfaction of which shares subject to a Restricted Stock Award remain subject to forfeiture or a repurchase option in favor of the Company.

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3. Administration.

3.1 Administration by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.3 Powers of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:

(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject to each Award;

5

(b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

(c) to determine the Fair Market Value of shares of Stock or other property;

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the purchase price of any Stock, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the time of the expiration of any Award, (vi) the effect of the Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

(e) to approve one or more forms of Award Agreement;

(f) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;

(g) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;

(h) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards; and

(i) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

3.4 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.5 Committee Complying with Section 162(m). If the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).

6

3.6 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

4. Shares Subject to Plan.

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be 164,660,700, and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. However, except as adjusted pursuant to Section 4.2, in no event shall the number of shares of Stock cumulatively available for issuance pursuant to the exercise of Incentive Stock Options (the “ISO Share Limit”) exceed 164,660,700. If an outstanding Award for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Award subject to a Company repurchase option and are repurchased by the Company, the shares of Stock allocable to the unexercised portion of such Award or such repurchased shares of Stock shall again be available for issuance under the Plan. Notwithstanding the foregoing, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations (“Section 260.140.45”), the total number of shares of Stock issuable upon the exercise of all outstanding Options (together with options outstanding under any other stock option plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.

4.2 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal

7

cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Awards, in the ISO Share Issuance Limit set forth in Section 4.1, in the Section 162(m) Grant Limited set forth in Section 5.4, and in the exercise price per share of any outstanding Awards. If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 9.1) shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Awards to provide that such Awards shall be for New Shares. In the event of any such amendment, the number of shares subject to outstanding Awards and the exercise price per share of outstanding Options and Restricted Stock Purchase Rights shall be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option or Restricted Stock Purchase Right be decreased to an amount less than the par value, if any, of the stock subject to such Award. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive.

5. Eligibility and Award Limitations.

5.1 Persons Eligible for Incentive Stock Options. Incentive Stock Options may be granted only to Employees. For purposes of the foregoing sentence, the term “Employees” shall include prospective Employees to whom Incentive Stock Options are granted in connection with written offers of employment with the Participating Company Group, provided that any such Incentive Stock Option shall be deemed granted effective on the date such person commences Service as an Employee, with an exercise price determined as of such date in accordance with Section 6.1. Eligible persons may be granted more than one (1) Incentive Stock Option.

5.2 Persons Eligible for Other Awards. Awards other than Incentive Stock Options may be granted only to Employees, Consultants and Directors. For purposes of the foregoing sentence, “Employees,” “Consultants” and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one (1) Award.

5.3 Fair Market Value Limitation on Incentive Stock Options. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein

8

effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.

5.4 Section 162(m) Award Limits. Subject to adjustment as provided in Section 4.2, at any such time as the Company is a publicly held corporation within the meaning of Section 162(m), no Employee or prospective Employee shall be granted one or more Awards within any fiscal year of the Company which in the aggregate are for the purchase of more than One Million (1,000,000) shares (the “Section 162(m) Grant Limit”). An Award that is canceled in the same fiscal year of the Company in which it was granted shall continue to be counted against the Section 162(m) Grant Limit for such period.

6. Terms and Conditions of Options.

Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

6.1 Exercise Price. The exercise price for each Option shall be established in the discretion of the Committee, subject to compliance with Section 409A of the Code; provided, however, that (a) the exercise price per share for a Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (b) no Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service, and (d) with the exception of an Option granted to an Officer, a Director or a Consultant, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from the effective

9

date of grant of such Option, subject to the Optionee’s continued Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

6.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) provided that the Participant is an Employee (unless otherwise not prohibited by law, including, without limitation, any regulation promulgated by the Board of Governors of the Federal Reserve System) and in the Company’s sole discretion at the time the Option is exercised, by delivery of the Participant’s promissory note in a form approved by the Company for the aggregate exercise price, provided that, if the Company is incorporated in the State of Delaware, the Participant shall pay in cash that portion of the aggregate exercise price not less than the par value of the shares being acquired, (v) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Committee may at any time or from time to time, by approval of or amendment to the standard forms of Options Agreement described in Section 8, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months (and not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

10

(iii) Payment by Promissory Note. No promissory note shall be permitted if the exercise of an Option using a promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Committee shall determine in its sole discretion. The Committee shall have the authority to permit or require the Participant to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided by the Committee, if the Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company’s securities, any promissory note shall comply with such applicable regulations, and the Participant shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations.

6.4 Effect of Termination of Service.

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee in the grant of the Option and set forth in the Option Agreement, an Option granted to a Participant shall be exercisable after the Participant’s termination of Service only during the applicable time period determined in accordance with this Section 6.4 and thereafter shall terminate:

(i) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such longer period of time as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Option Agreement evidencing such Option (the “Option Expiration Date”).

(ii) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months (or such longer period of time as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the Participant’s termination of Service.

(iii) Termination After Change in Control. The Committee may, in its discretion, provide in any Option Agreement that if the Participant’s Service ceases as a result of “Termination After Change in Control” (as defined in such Option Agreement), then (1) the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of six (6) months (or such longer period of time

11

as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date, and (2) the exercisability and vesting of the Option and any shares acquired upon the exercise thereof shall be accelerated effective as of the date on which the Participant’s Service terminated to such extent, if any, as shall have been determined by the Committee, in its discretion, and set forth in the Option Agreement.

(iv) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause, as defined by the Participant’s Option Agreement or contract of employment or service (or, if not defined in any of the foregoing, as defined below), the Option shall terminate and cease to be exercisable immediately upon such termination of Service. Unless otherwise defined by the Participant’s Option Agreement or contract of employment or service, for purposes of this Section 6.4(a)(iv) “Cause” shall mean any of the following: (1) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (2) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (3) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (4) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (5) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (6) any material breach by the Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (7) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.

(v) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death, Termination After Change in Control or Cause, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing (other than termination of a Participant’s Service for Cause), if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 11 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

12

(c) Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing (other than termination of a Participant’s Service for Cause), if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.

6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. No Option shall be assignable or transferable by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Option Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Section 260.140.41 of Title 10 of the California Code of Regulations, the applicable limitations, if any, provided in the General Instructions to Form S-8 Registration Statement under the Securities Act.

7. Terms and Conditions of Restricted Stock Awards.

The Committee may from time to time grant Restricted Stock Awards upon such conditions as the Committee shall determine. Restricted Stock Awards may be in the form of either a Restricted Stock Bonus, which shall be evidenced by Restricted Stock Bonus Agreement, or a Restricted Stock Purchase Right, which shall be evidenced by Restricted Stock Purchase Agreement. Each such Award Agreement shall specify the number of shares of Stock subject to and the other terms, conditions and restrictions of the Award, and shall be in such form as the Committee shall establish from time to time. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Restricted Stock Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

7.1 Purchase Price. The purchase price under each Restricted Stock Purchase Right shall be established by the Committee; provided, however, that no Restricted Stock Purchase Right shall have a purchase price per share less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the effective date of grant of the Restricted Stock Purchase Right or at the time the purchase is consummated. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating Company or for its benefit.

7.2 Purchase Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right; provided, however, that no Restricted Stock Purchase Right granted to a prospective Employee, prospective Director or prospective Consultant may become exercisable prior to the date on which such person commences Service.

13

7.3 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (i) in cash, by check, or cash equivalent, (ii) in the Committee’s discretion, in the form of a credit for past services rendered having a value not less than the aggregate purchase price of the shares being acquired; (iii) provided that the Participant is an Employee (unless otherwise not prohibited by law, including, without limitation, any regulation promulgated by the Board of Governors of the Federal Reserve System) and in the Company’s sole discretion at the time the Restricted Stock Purchase Right is exercised, by delivery of the Participant’s promissory note in a form approved by the Company for the aggregate purchase price, provided that, if the Company is incorporated in the State of Delaware, the Participant shall pay in cash that portion of the aggregate purchase price not less than the par value of the shares being acquired, (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination thereof. Payment by means of the Participant’s promissory note shall be subject to the conditions described in Section 6.3(b)(iii). The Committee may at any time or from time to time grant Restricted Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be used in payment of the purchase price or which otherwise restrict one or more forms of consideration. Restricted Stock Bonuses shall be issued in consideration for services actually rendered to a Participating Company or for its benefit.

7.4 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may be made subject to vesting conditioned upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria (the “Vesting Conditions”), as shall be established by the Committee and set forth in the Award Agreement evidencing such Award, subject to compliance with any applicable provisions of applicable law. During any period (the “Restriction Period”) in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event, as defined in Section 9.1, or as provided in Section 7.7. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

7.5 Voting Rights; Dividends. Except as provided in this Section and Section 7.4, during the Restriction Period applicable to shares subject to a Restricted Stock Award held by a Participant, the Participant shall have all of the rights of a stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares; provided, however, that if any such dividends or distributions are paid in shares of Stock, such shares shall be subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which the dividends or distributions were paid.

14

7.6 Effect of Termination of Service. Unless otherwise provided in the grant of a Restricted Stock Award and set forth in the Award Agreement, the effect of the Participant’s termination of Service shall be as follows:

(a) Termination After Change in Control. The Committee may, in its discretion, provide in any Restricted Stock Award Agreement that if the Participant’s Service with the Participating Company Group ceases as a result of “Termination After Change in Control” (as defined in such Award Agreement), then the Vesting Conditions applicable to the shares subject to the Restricted Stock Award shall terminate effective as of the date on which the Participant’s Service terminated to the extent specified in such Award Agreement.

(b) Other Termination of Service. If a Participant’s Service with the Participating Company Group terminates for any reason, except Termination After Change in Control, whether voluntary or involuntary (including the Participant’s death or disability), then (i) subject to compliance with applicable law, the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (ii) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.

7.7 Nontransferability of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award may not be assigned or transferred in any manner except by will or the laws of descent and distribution, and, during the lifetime of the Participant, shall be exercisable only by the Participant.

8. Standard Forms of Award Agreement.

8.1 Award Agreements. Unless otherwise provided by the Board at the time the Award is granted, each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement as approved by the Committee concurrently with the adoption of the Plan or as may be approved by the Committee and as amended from time to time. Any Award Agreement may consist of an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms as the Committee may approve from time to time.

8.2 Authority to Vary Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan.

15

9. Change in Control.

9.1 Definitions.

(a) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company.

(b) A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of a Transaction described in Section 9.1(a)(iii), the corporation or other business entity to which the assets of the Company were transferred (the “Transferee”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

9.2 Effect of Change in Control on Options.

(a) Notwithstanding any other provision of the Plan to the contrary, the Committee, in its sole discretion, may provide in any Option Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting in connection with such Change in Control of any or all outstanding Options and shares acquired upon the exercise of such Options, subject to compliance with Section 409A of the Code.

(b) In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiring Corporation”), may, without the consent of the Participant, either assume the Company’s rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock. The Committee may, in its discretion, provide in any Option Agreement that, in the event of a Change in Control, the exercisability and vesting of the outstanding Option and any shares acquired upon the exercise thereof shall accelerate upon such circumstances and to such extent as specified in such Option Agreement. The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 9.2 and the provisions of

16

such Option Agreement shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 9.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Committee otherwise provides in its discretion.

(c) The Committee may, in its sole discretion and without the consent of any Optionee, determine that, upon the occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be cancelled in exchange for a payment with respect to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of the Stock in the Change in Control over the exercise price per share under such Option (the “Spread”). In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Optionees in respect of their canceled Options as soon as practicable following the date of the Change in Control.

9.3 Effect of Change in Control on Restricted Stock Awards. The Committee may, in its discretion, provide in any Restricted Stock Award Agreement that, in the event of a Change in Control, the lapsing of the Vesting Conditions applicable to the shares subject to the Restricted Stock Award held by a Participant whose Service has not terminated prior to such date shall be accelerated effective as of the date of the Change in Control to such extent as specified in such Award Agreement. Any acceleration of the lapsing of Vesting Conditions that was permissible solely by reason of this Section 9.3 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.

10. Provision of Information.

At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made available to each Optionee and purchaser of shares of Stock upon the exercise of an Option. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure them access to equivalent information. Furthermore, the Company shall deliver to each Optionee such disclosures as are required under the Securities Act.

17

11. Compliance with Securities Law.

The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

12. Tax Withholding.

12.1 Tax Withholding in General. The Company shall have the right to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.

12.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

13. Termination or Amendment of Plan.

The Committee may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s

18

stockholders under any applicable law, regulation or rule. No termination or amendment of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.

14. Miscellaneous Provisions.

14.1 Rights as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director, or interfere with or limit in any way the right of a Participating Company to terminate the Participant’s Service at any time.

14.2 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 4.2 or another provision of the Plan.

15. Stockholder Approval.

The Plan or any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the “Authorized Shares”) shall be approved by the stockholders of the Company within twelve (12) months of the date of adoption thereof by the Board or it shall expire. Awards granted prior to stockholder approval of the Plan or in excess of the Authorized Shares previously approved by the stockholder shall become exercisable no earlier than the date of stockholder approval of the Plan or such increase in the Authorized Shares, as the case may be.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the IdentiPHI, Inc. 2007 Equity Incentive Plan as duly adopted by the Board on August 30, 2007, and as duly adopted by the Company’s stockholders on February 7, 2008.

Secretary

19

PLAN HISTORY

August 30, 2007	Board of Saflink Corporation, a Delaware corporation, adopts Plan
February 7, 2008	Stockholders of Saflink Corporation approve Plan
February 11, 2008	Saflink Corporation corporate name changed to “IdentiPHI, Inc.”

EX-10.7

Exhibit 10.7

IDENTIPHI, INC.

NOTICE OF GRANT OF STOCK OPTION AWARD

________________________ (the “Participant”) has been granted an option award (the “Award”) pursuant to the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”) to purchase certain shares of Common Stock (the “Shares”) of IdentiPHI, Inc. as follows:

Grant Number:	_____________________
Date of Grant:	_____________________
Total Number of Shares:	_____________________
Initial Vesting Date:	_____________________
Vested Shares:

Except as provided in the Stock Option Agreement, the number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Total Number of Shares by the “Vested Ratio” determined as of such date as follows:

	Vested Ratio
Prior to Initial Vesting Date	0	%
On Initial Vesting Date, provided the Participant’s status as a Service Provider has not terminated prior to such date	25	%
On the last day of every third month after the Initial Vesting Date, provided the Participant’s status as a Service Provider has not terminated prior to such date	25	%

Other Terms and Conditions:

1. 2007 Equity Incentive Plan. By their signatures below, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Plan and the Stock Option Agreement attached to and made a part of this document. The Participant acknowledges receipt of a copy of the Plan and the Stock Option Agreement, and represents that the Participant has read and is familiar with the provisions of the Plan, this Grant Notice and the Stock Option Agreement, and hereby accepts the Award subject to all applicable terms and conditions.

2. Section 409A. The Exercise Price of this Award represents an amount the Company believes to be no less than the fair market value of a share of Stock as of the Grant Date, determined in good faith in compliance with the requirements of Section 409A of the Internal Revenue Code. There is no guarantee that the Internal Revenue Service (“IRS”) will agree with the Company’s determination. A subsequent IRS determination that the Exercise Price is less than such fair market value could result in adverse tax consequences to the Participant. By signing below, the Participant agrees that the Company, its directors, officers and stockholders shall not be held liable for any tax, penalty, interest or cost incurred by the Participant as a result of such determination by the IRS. The Participant is urged to consult with his or her own tax adviser regarding the tax consequences of the Award, including the application of Section 409A.

IDENTIPHI, INC.	PARTICIPANT
By:	Signature
Its:	Date:
Address	Address

EX-10.8

Exhibit 10.8

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

IDENTIPHI, INC.

STOCK OPTION AGREEMENT

IdentiPHI, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this Option Agreement and the Plan, (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, this Option Agreement or the Plan.

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. TAX CONSEQUENCES.

2.1 Tax Status of Option. This Option is intended to have the tax status designated in the Grant Notice.

(a) Incentive Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain favorable income tax treatment under

1

Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO PARTICIPANT: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)

(b) Nonstatutory Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

2.2 ISO Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to the extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)

3. ADMINISTRATION.

All questions of interpretation concerning the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Option shall be determined by the Board. All such determinations by the Board shall be final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or the Option or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

2

4. EXERCISE OF THE OPTION.

4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting Date and prior to the termination of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option, subject to the Company’s repurchase rights set forth in Section 11. In no event shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9.

4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price.

4.3 Payment of Exercise Price.

(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent, (ii) if permitted by the Company, by tender to the Company, or attestation to the ownership, of whole shares of Stock owned by the Participant having a Fair Market Value not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), (iv) if permitted by the Company, by means of a Net-Exercise, or (v) by any combination of the foregoing.

3

(b) Limitations on Forms of Consideration.

(i) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the Company (and not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.

(ii) Cashless Exercise. A “Cashless Exercise” means the delivery of a properly executed notice of exercise together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve, or terminate any such program or procedure, including with respect to the Participant notwithstanding that such program or procedures may be available to others.

4.4 Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax (including any social insurance tax) withholding obligations of the Participating Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant.

4.5 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

4.6 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to

4

the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

4.7 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.

5. NONTRANSFERABILITY OF THE OPTION.

During the lifetime of the Participant, the Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

6. TERMINATION OF THE OPTION.

The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided in Section 8.

7. EFFECT OF TERMINATION OF SERVICE.

7.1 Option Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

(a) Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

5

(b) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of Service.

(c) Termination for Cause. Notwithstanding any other provision of this Option Agreement, if the Participant’s Service is terminated for Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service.

(d) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option, to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the date such exercise first would no longer be prevented by such provisions or (b) the end of the applicable time period under Section 7.1, but in any event no later than the Option Expiration Date.

8. EFFECT OF CHANGE IN CONTROL.

In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair

6

Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

Subject to any required action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value, if any, of the stock subject to the Option. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

10. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT.

The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

7

11. STOCK DISTRIBUTIONS SUBJECT TO OPTION AGREEMENT.

If, from time to time, there is any stock dividend, stock split or other change, as described in Section 9, in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this Option Agreement, then in such event any and all new, substituted or additional securities to which the Participant is entitled by reason of the Participant’s ownership of the shares acquired upon exercise of the Option shall be immediately subject to the Right of First Refusal with the same force and effect as the shares subject to the Right of First Refusal immediately before such event.

12. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION.

The Participant shall dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.

13. LEGENDS.

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:

13.1 “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.”

8

13.2 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.”

14. RESTRICTIONS ON TRANSFER OF SHARES.

No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law in any manner which violates any of the provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

15. MISCELLANEOUS PROVISIONS.

15.1 Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to Section 409A of the Code. No amendment or addition to this Option Agreement shall be effective unless in writing.

15.2 Compliance with Section 409A. The Company intends that income realized by the Participant pursuant to the Plan and this Option Agreement will not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Option Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. The Company, in its reasonable discretion, may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable requirements of Section 409A of the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of the Code. However, the preceding provisions shall not be construed as a guarantee by the Company of any particular tax result for income realized

9

by the Participant pursuant to the Plan or this Option Agreement. In any event, and except for the responsibilities of the Company set forth in Section 4.4, no Participating Company shall be responsible for the payment of any applicable taxes on income realized by the Participant pursuant to the Plan or this Option Agreement.

15.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Option Agreement.

15.4 Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

15.5 Delivery of Documents and Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery electronic delivery at the e-mail address, if any, provided for the Participant by the Participating Company, or, upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Option Agreement, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 15.5(a) of this Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice and Exercise Notice, as described in Section 15.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 15.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic

10

mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 15.5(a).

15.6 Integrated Agreement. The Grant Notice, this Option Agreement and the Plan, together with any employment, service or other agreement with the Participant and a Participating Company referring to the Option, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect.

15.7 Applicable Law. This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.

15.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11

TM Incentive Stock Option	Participant: _______________________
TM Nonstatutory Stock Option
	Date: ____________________

STOCK OPTION EXERCISE NOTICE

IDENTIPHI, INC.

Attention: Chief Financial Officer

Ladies and Gentlemen:

1. Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of IdentiPHI, Inc. (the “Company”) pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:

Date of Grant:		_________________
Number of Option Shares:		_________________
Exercise Price per Share:	$	________________

2. Exercise of Option. I hereby elect to exercise the Option to purchase the following number of Shares, all of which are Vested Shares, in accordance with the Grant Notice and the Option Agreement:

Total Shares Purchased:		_________________
Total Exercise Price (Total Shares X Price per Share)	$	________________

3. Payments. I enclose payment in full of the total exercise price for the Shares in the following form(s), as authorized by my Option Agreement:

^TM Cash: $  _______________

________
TM Check:	$	_________________

^TM Tender of Company Stock: Contact Plan Administrator

1

4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with the Option. If I am exercising a Nonstatutory Stock Option, I enclose payment in full of my withholding taxes, if any, as follows:

(Contact Plan Administrator for amount of tax due.)

^TM Cash: $  _____________

________
TM Check:	$	_________________

5. Participant Information.

My address is:

My Social Security Number is:

6. Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

7. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Grant Notice, the Option Agreement, including the Right of First Refusal set forth therein, and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns.

I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Grant Notice and my Option Agreement, copies of which I have received and carefully read and understand.

Very truly yours,

(Signature)

Receipt of the above is hereby acknowledged.

IDENTIPHI, INC.

By:

Title:

Dated:

2

EX-10.9

Exhibit 10.9

IDENTIPHI, INC.

RESTRICTED STOCK AGREEMENT

IdentiPHI, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Award (the “Grant Notice”) to which this Restricted Stock Agreement (together with the Grant Notice, the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined in the Grant Notice, defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. ADMINISTRATION.

All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

3. THE AWARD.

3.1 Grant and Issuance of Shares. On the Date of Grant, the Participant will acquire and the Company will issue, subject to the provisions of this Agreement, a number of Shares equal to the Total Number of Shares set forth in the Grant Notice. As a condition to the issuance of the Shares, the Participant shall execute and deliver to the Company the Grant Notice.

1

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Shares, the consideration for which shall be past services actually rendered and/or future services to be rendered to the Company or for its benefit.

3.3 Certificate Registration. The certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

4. VESTING CONDITIONS.

4.1 Normal Vesting. Except as provided in Section 4.2, the Shares shall vest and become Vested Shares as provided in the Grant Notice. No additional Shares will become Vested Shares following the Participant’s termination of Service for any reason. Shares that are not Vested Shares (“Unvested Shares”) shall be subject to the reacquisition rights set forth in Section 5.1 below.

4.2 Acceleration of Vesting Upon an Ownership Change Event. In the event of (a) a Change of Control, or (b) the issuance by the Company of shares of its voting securities in a single or series of related transactions representing more than fifty percent (50%) of the Company’s voting securities immediately following such issuance ((a) and (b), collectively, an “Ownership Change Event”), the Participant shall be fully and immediately vested in one hundred percent (100%) of the Shares subject to this Award on the effective date of the Ownership Change Event, so long as the Participant has not ceased to be a Service Provider prior to the effective date of the Ownership Change Event. The vesting of any Shares and the lapsing of the Company Reacquisition Right as to any Shares solely by reason of this Section 4.2 shall be conditioned upon the consummation of the Ownership Change Event.

2

5. COMPANY REACQUISITION RIGHT.

5.1 Grant of Company Reacquisition Right. In the event that (a) the Participant ceases to be a Service Provider for Cause, or the Participant voluntarily ceases to be a Service Provider (other than death or disability (meaning the Participant’s inability to perform the Participant’s duties for any consecutive 90 day period in any one year period as a result of physical or mental impairment as determined by a physician reasonably accepted by the Company)), or (b) the Participant, the Participant’s legal representative, or other holder of the Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership Change Event), including, without limitation, any transfer to a nominee or agent of the Participant, any Unvested Shares, the Company shall automatically reacquire the Unvested Shares (the number of which shall be determined as of the earlier to occur of either the event described above in clause (a) or the event described above in clause (b)), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

5.2 Ownership Change Event. Upon the occurrence of an Ownership Change Event, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of the Participant’s ownership of Unvested Shares shall be immediately subject to the Company Reacquisition Right and included in the terms “Shares,” “Stock,” and “Unvested Shares” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event.

6. TAX MATTERS.

6.1 Tax Withholding. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from any amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award, including, without limitation, obligations arising upon (a) the transfer of Shares to the Participant, (b) the lapsing of any Vesting Conditions with respect to any Shares, (c) the filing of an election to recognize tax liability, or (d) the transfer by the Participant of any Shares. The Company shall have no obligation to deliver the Shares until the tax withholding obligations of the Company have been satisfied by the Participant.

6.2 Election Under Section 83(b) of the Code.

(a) The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant understands

3

that failure to make a timely filing under Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions lapse. The Participant further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an election under Section 83(b).

(b) The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.

(c) The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.

7. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

In the event of any stock dividend, stock split, reverse stock split, recapitalization, merger, combination, exchange of shares, reclassification, or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to this Agreement. Any and all new, substituted or additional securities or other property to which Participant is entitled by reason of his or her ownership of the Shares will be immediately subject to the provisions of this Agreement on the same basis as all Shares originally acquired hereunder and will be included in the terms “Shares” and “Stock” for all purposes of this Agreement with the same force and effect as the Shares presently subject thereto. The adjustments determined by the Board pursuant to this Section 7 shall be final, binding and conclusive.

4

8. LEGENDS.

The Company may at any time place legends referencing the Company Reacquisition Right and any applicable federal, state or foreign securities law restrictions on all certificates representing the Shares. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing the Shares in the possession of the Participant in order to carry out the provisions of this Section.

9. TRANSFERS IN VIOLATION OF AGREEMENT.

No Shares may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any Shares which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares will have been so transferred. In order to enforce its rights under this Section, the Company shall be authorized to give a stop transfer instruction with respect to the Shares to the Company’s transfer agent.

10. RIGHTS AS A STOCKHOLDER.

The Participant shall have no rights as a stockholder with respect to any Shares subject to the Award until the date of the issuance of a certificate for such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7.

11. RIGHT TO CONTINUED SERVICE WITH THE COMPANY.

Nothing in this Agreement shall confer upon the Participant any right to continue as a Service Provider or interfere in any way with any right of the Company to terminate the Participant as a Service Provider.

12. MISCELLANEOUS PROVISIONS.

12.1 Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 4 in connection with a Change in Control, no such termination or amendment may adversely affect the Participant’s rights under this Agreement unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing. Notwithstanding any other provision of this Agreement to the contrary, the Board may, in its sole and absolute discretion and without the

5

consent of the Participant, amend this Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming this Agreement to any present or future law, regulation or rule applicable to this Agreement, including, but not limited to, Section 409A of the Code and all applicable guidance promulgated thereunder.

12.2 Nontransferability of the Award. The right to acquire Shares pursuant to the Award may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. During the lifetime of the Participant, all rights with respect to this Award shall be exercisable only by the Participant.

12.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

12.4 Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

12.5 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 12.5(a) of this Agreement and consents to the electronic delivery of the Plan documents, as described in Section 12.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Chief Financial Officer of the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her

6

consent to the electronic delivery of documents described in Section 12.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 12.5(a).

12.6 Integrated Agreement. The Grant Notice, this Agreement and the Plan, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein, the provisions of the Grant Notice, the Agreement and the Plan shall remain in full force and effect at all times in respect of this Award.

12.7 Applicable Law. This Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.

12.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7

EX-10.10

Exhibit 10.10

IDENTIPHI, INC.

RESTRICTED STOCK PURCHASE AGREEMENT

IdentiPHI, Inc. has granted to the Participant named in the Notice of Grant of Stock Purchase Right (the “Notice”) to which this Restricted Stock Purchase Agreement (the “Agreement”) is attached a Purchase Right consisting of a right to purchase certain shares of Common Stock upon the terms and conditions set forth in the Notice and this Agreement. The Purchase Right has been granted pursuant to and shall in all respects be subject to the terms and conditions of the IdentiPHI, Inc. 2007 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) represents that the Participant has received copies of, and has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Purchase Right subject to all of the terms and conditions of the Notice, the Plan and this Agreement, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Notice, the Plan or this Agreement.

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice or the Plan.

1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. EXERCISE OF PURCHASE RIGHT.

2.1 Exercise of Purchase Right. Provided that the Participant’s service to the Company or its Subsidiaries has not terminated (except as provided by Section 4), the Purchase Right shall be exercisable on and after the Date of Grant and prior to the Expiration Date in an amount not to exceed the Total Number of Shares, subject to the Company’s repurchase rights set forth in Sections 5 and 6.

2.2 Method of Exercise of Purchase Right. Exercise of the Purchase Right shall be by written notice to the Company which must state the election to exercise the Purchase Right, the number of whole shares of Common Stock for which the Purchase Right is being exercised and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may be required pursuant to the provisions of this Agreement. The written notice must be signed by the Participant and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Company, prior to the Expiration Date, accompanied by (i) full payment of the aggregate Purchase Price for the number of shares of Stock being purchased and (ii) an executed copy, if required herein, of the then current form of escrow agreement referenced below. The Purchase Right shall be deemed to be exercised upon receipt by the Company of such written notice, the aggregate Purchase Price, and, if required by the Company, such executed agreements.

1

2.3 Payment of Purchase Price. Payment of the aggregate Purchase Price for the number of shares of Common Stock for which the Purchase Right is being exercised shall be made in cash, by check, cash equivalent, cancellation of debt, or in the form of the Participant’s past service rendered to the Company or its Subsidiaries or for its benefit having a value not less than the aggregate purchase price of the shares being acquired, or such other payment as determined by the Plan Administrator.

2.4 Tax Withholding. At the time the Purchase Right is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company Group, if any, which arise in connection with the shares acquired pursuant to this Agreement, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the Purchase Right, (ii) the transfer, in whole or in part, of any shares acquired, or (ii) the lapsing of any restriction with respect to any shares acquired. The Purchase Right is not exercisable unless the tax withholding obligations of the Participating Company Group are satisfied. Accordingly, the Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to this Agreement until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant.

2.5 Certificate Registration. The certificate for the shares of Stock purchased shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

2.6 Restrictions on Sale and Issuance of Shares. The sale and issuance of shares of Stock shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Purchase Right may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Purchase Right may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Purchase Right be in effect with respect to the shares issuable upon exercise of the Purchase Right or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Purchase Right shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

2

3. VESTING OF SHARES.

Except as otherwise provided in the Plan, shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Notice.

4. NONTRANSFERABILITY OF PURCHASE RIGHT.

The Purchase Right may be exercised during the lifetime of the Participant only by the Participant or the Participant’s guardian or legal representative and may not be assigned or transferred in any manner except by will or by the laws of descent and distribution. Following the death of the Participant, the Purchase Right may be exercised prior to the Expiration Date by the Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

5. UNVESTED SHARE REPURCHASE OPTION.

5.1 Grant of Unvested Share Repurchase Option. In the event the Participant’s Service with the Participating Company Group is terminated for Cause (as defined below), or the Participant voluntarily ceases to provide Services to the Participating Company Group without Good Reason (as defined below) (other than death or disability (meaning the Participant’s inability to perform the Participant’s duties for any consecutive 90 day period in any one year period as a result of physical or mental impairment as determined by a physician reasonably accepted by the Company)), or, if the Participant, the Participant’s legal representative, or other holder of shares acquired pursuant to this Agreement, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership Change Event, as defined in Section 5.6 below) any Unvested Shares, as defined in Section 5.2 below (the “Unvested Shares”), the Company shall have the right to repurchase the Unvested Shares under the terms and subject to the conditions set forth in this Section 5 (the “Unvested Share Repurchase Option”).

5.2 Unvested Shares Defined. The “Unvested Shares” shall mean, on any given date, the number of shares of Stock acquired upon exercise of the Purchase Right which exceed the Vested Shares determined as of such date.

5.3 Exercise of Unvested Share Repurchase Option. The Company may exercise the Unvested Share Repurchase Option by written notice to the Participant within sixty (60) days after (a) termination of the Participant’s Service as described in Section 5.1, or (b) the Company has received notice of the attempted disposition of Unvested Shares. If the Company fails to give notice within such sixty (60) day period, the Unvested Share Repurchase Option shall terminate unless the Company and the Participant have extended the time for the exercise of the Unvested Share Repurchase Option. The Unvested Share Repurchase Option must be exercised, if at all, for all of the Unvested Shares, except as the Company and the Participant otherwise agree.

3

5.4 Payment for Shares and Return of Shares to Company. The purchase price per share being repurchased by the Company shall be an amount equal to the Participant’s original cost per share, as adjusted pursuant to Section 8 (the “Repurchase Price”). The Company shall pay the aggregate Repurchase Price to the Participant in cash within thirty (30) days after the date of the written notice to the Participant of the Company’s exercise of the Unvested Share Repurchase Option. For purposes of the foregoing, cancellation of any purchase money indebtedness of the Participant to any Participating Company for the shares shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued interest canceled. The shares being repurchased shall be delivered to the Company by the Participant at the same time as the delivery of the Repurchase Price to the Participant.

5.5 Assignment of Unvested Share Repurchase Option. The Company shall have the right to assign the Unvested Share Repurchase Option at any time, whether or not such option is then exercisable, to one or more persons as may be selected by the Company.

5.6 Ownership Change Event. An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the issuance by the Company in a single or a series of related transactions of voting securities representing more than fifty percent (50%) of the total outstanding voting securities of the Company following such issuance; (ii) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting securities of the Company; (iii) a merger or consolidation in which the Company is a party, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (iv) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (v) a liquidation or dissolution of the Company. Upon the occurrence of an Ownership Change Event, any Unvested Shares and any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of the Participant’s ownership of Unvested Shares will be Vested Shares and no longer subject to the Unvested Share Repurchase Option.

5.7 Certain Definitions.

(a) For purposes of this Agreement, a termination for “Cause” occurs if the Participant is terminated for any of the following reasons: (i) theft, dishonesty, misconduct or falsification of any employment or Participating Company records; (ii) improper disclosure of a Participating Company’s confidential or proprietary information; (iii) any action by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (iv) the Participant’s failure or inability to perform any assigned duties after written notice from the Company’s Board of Directors to the Participant of, and a reasonable opportunity to cure, such failure or inability; or (v) the Participant’s conviction (including any plea of guilty or no contest) for any criminal act that impairs the Participant’s ability to perform the Participant’s duties.

4

(b) For purposes of this Agreement, “Good Reason” means any of the following conditions, which condition(s) remain(s) in effect ten (10) days after written notice to the Company’s Board of Directors from the Participant of such condition(s):

(i) a decrease in the Participant’s base salary and/or a material decrease in any of the Participant’s then-existing bonus plans or employee benefits;

(ii) a material, adverse change in the Participant’s title, authority, responsibilities or duties, as measured against the Participant’s title, authority, responsibilities or duties immediately prior to such change;

(iii) the relocation of the Participant’s work place for the Company to a location outside the County of King, Washington; or

(iv) the Company’s refusal to pay the Participant reasonable commuting costs in the event that the Participant’s work place for the Company is relocated outside the Kirkland, Washington area.

6. ESCROW.

6.1 Establishment of Escrow. To ensure that shares subject to the Unvested Share Repurchase Option will be available for repurchase, the Company may require the Participant to deposit the certificate evidencing the shares which the Participant purchases upon exercise of the Purchase Right with an agent designated by the Company under the terms and conditions of an escrow agreement in the form approved by the Company. If the Company does not require such deposit as a condition of exercise of the Purchase Right, the Company reserves the right at any time to require the Participant to so deposit the certificate in escrow. Upon the occurrence of an Ownership Change Event or a change, as described in Section 7, in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this Agreement, any and all new, substituted or additional securities or other property to which the Participant is entitled by reason of the Participant’s ownership of shares of Stock acquired upon exercise of the Purchase Right that remain, following such Ownership Change Event or change described in Section 7, subject to the Unvested Share Repurchase Option shall be immediately subject to the escrow to the same extent as such shares of Stock immediately before such event. The Company shall bear the expenses of the escrow.

6.2 Delivery of Shares to Participant. As soon as practicable after the expiration of the Unvested Share Repurchase Option, but not more frequently than twice each calendar year, the agent shall deliver to the Participant the shares and any other property no longer subject to such restrictions.

6.3 Notices and Payments. In the event the shares and any other property held in escrow are subject to the Company’s exercise of the Unvested Share Repurchase Option, the notices required to be given to the Participant shall be given to the escrow agent, and any payment required to be given to the Participant shall be given to the escrow agent. Within thirty (30) days after payment by the Company, the escrow agent shall deliver the shares and any other property which the Company has purchased to the Company and shall deliver the payment received from the Company to the Participant.

5

7. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.

Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, purchase price and class of shares of stock or other property subject to this Agreement, in order to prevent dilution or enlargement of the Participant’s rights under the Agreement. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all new, substituted or additional securities or other property to which Participant is entitled by reason of his ownership of shares acquired pursuant to this Agreement will be immediately subject to the provisions of this Agreement on the same basis as all shares originally purchased hereunder. For purposes of Sections 5 and 6 hereof, while the total price payable to exercise the rights provided in such sections will remain the same after each such event, the price payable per share to exercise such rights will be appropriately adjusted.

8. TAX MATTERS.

8.1 Election under Section 83(b) of the Code. The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the shares and the fair market value of the shares as of the date any restrictions on the shares lapse. In this context, “restriction” means the right of the Company to buy back the shares pursuant to the Unvested Share Repurchase Option contained in this Agreement. The Participant understands that he may elect to be taxed at the time the shares are purchased rather than when and as the Unvested Share Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS no later than thirty (30) days after the date of purchase. Even if the fair market value of the shares equals the amount paid for the shares, the election must be made to avoid adverse tax consequences in the future. The form for making this election is included as an attachment to the Notice or may be requested from the Company. The Participant understands that failure to make this filing timely will result in the recognition of ordinary income by the Participant as the Unvested Share Repurchase Option lapses on the difference between the purchase price and the fair market value of the shares at the time such restrictions lapse.

8.2 Notice to Company. The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b) of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.

6

8.3 Consultation with Tax Advisors. The Participant understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the IRS an election under Section 83(b) of the Code. Failure to file an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the Participant of the purchase of shares hereunder. AN ELECTION UNDER SECTION 83(b) MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH PARTICIPANT PURCHASES THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.

9. LEGENDS.

The Company may at any time place legends referencing the Unvested Share Repurchase Option and any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock subject to the provisions of this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE OPTIONS IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”

10. RESTRICTIONS ON TRANSFER OF SHARES.

No shares acquired upon exercise of the Purchase Right may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Agreement and, except pursuant to an Ownership Change Event, until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

7

11. RIGHTS AS A SHAREHOLDER.

The Participant shall have no rights as a shareholder with respect to any shares covered by the Purchase Right until the date of the issuance of a certificate for the shares for which the Purchase Right has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7. Subject the provisions of this Agreement, the Participant shall exercise all rights and privileges of a shareholder of the Company with respect to shares of Stock of the Participant deposited in escrow pursuant to Section 7.

12. RIGHTS AS AN EMPLOYEE OR CONSULTANT.

If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as an Employee or Consultant, as the case may be, at any time.

13. ADMINISTRATION.

All questions of interpretation concerning the Notice and this Agreement shall be determined by the Board. All determinations by the Board shall be final and binding upon all persons having an interest in this Agreement. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.

14. MISCELLANEOUS PROVISIONS.

14.1 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

14.2 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

14.3 Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant, unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

8

14.4 Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature in the Notice or at such other address as such party may designate in writing from time to time to the other party.

14.5 Integrated Agreement. The Notice, this Agreement and the Plan constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein.

14.6 Applicable Law. The Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within the State of Delaware.

14.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

	SAFLINK CORPORATION
	By:
	Title:
	PARTICIPANT
Date:
	Participant Address:

9

Participant:                                             

Date:                    

NOTICE OF EXERCISE OF STOCK PURCHASE RIGHT

IdentiPHI, Inc.

___________________

___________________

Ladies and Gentlemen:

1. Stock Purchase Right. I was granted a right to purchase (the “Purchase Right”) shares of the common stock (the “Shares”) of IdentiPHI, Inc. (the “Company”) pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”), my Notice of Grant of Stock Purchase Right (the “Notice”) and my Stock Purchase Agreement (the “Agreement”) as follows:

Grant Number:		___________
Date of Grant:		___________
Total Number of Shares:		___________
Purchase Price per Share:	$	___________

2. Exercise of Purchase Right. I hereby elect to exercise my Purchase Right for the following number of Shares:

Vested Shares:		___________
Unvested Shares:		___________
Total Shares Purchased:		___________
Total Purchase Price (Total Shares X Price per Share)	$	___________

3. Payments. I enclose payment in full of the total purchase price for the Shares in the following form(s), as authorized by my Agreement:

¨ Cash:	$	___________
¨ Check:	$	___________
¨ Credit for Services Rendered:	$	___________

4. Tax Withholding. I authorize payroll withholding and otherwise will make adequate provision for the federal, state, local and foreign tax withholding obligations of the Company, if any, in connection with my purchase of the Shares. I enclose payment in full of my withholding taxes, if any, as follows:

(Contact Plan Administrator for amount of tax due.)

¨ Cash:	$	___________
¨ Check:	$	___________

1

5. Participant Information.

My address is:

My Social Security Number is:

6. Binding Effect. I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Agreement, including the Unvested Share Repurchase Option set forth therein, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrators, successors and assigns. If required by the Company, I agree to deposit the certificate(s) evidencing the Shares, along with a blank stock assignment separate from certificate executed by me, with an escrow agent designated by the Company, to be held pursuant to the Company’s standard Joint Escrow Instructions.

8. Election Under Section 83(b) of the Code. I understand and acknowledge that if I am exercising the Purchase Right to purchase Unvested Shares (i.e., shares that remain subject to the Company’s Unvested Share Repurchase Option), that I should consult with my tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date on which I purchase the Shares. I acknowledge that I have been advised to consult with a tax advisor prior to the exercise of the Purchase Right regarding the tax consequences to me of exercising the Purchase Right. AN ELECTION UNDER SECTION 83(b) MUST BE FILED WITHIN 30 DAYS AFTER THE DATE ON WHICH I PURCHASE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. I ACKNOWLEDGE THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS MY SOLE RESPONSIBILITY, EVEN IF I REQUEST THE COMPANY OR ITS REPRESENTATIVES TO FILE SUCH ELECTION ON MY BEHALF.

I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Notice and my Agreement, copies of which I have received and carefully read and understand.

Very truly yours,

(Signature)

Receipt of the above is hereby acknowledged.

IDENTIPHI, INC.

By:

Title:

Dated:

2

EX-99.1

Exhibit 99.1

Saflink Corporation and IdentiPHI, Inc. Complete Merger

Combined Company – “IdentiPHI, Inc.” – Takes Position as Leading Biometric and Enterprise Security Provider

Kirkland, Wash. and Austin, Tex. – February 11, 2008 – Saflink Corporation (OTCBB:SFLK) announced that its stockholders voted overwhelmingly to approve Saflink’s merger with IdentiPHI, Inc. at a special meeting of its shareholders on February 7, 2008. Saflink and IdentiPHI closed the transaction on February 8, 2008.

Under the terms of the merger agreement, Saflink acquired all of the outstanding shares of IdentiPHI in a stock-for-stock transaction where each outstanding share of IdentiPHI common stock was exchanged for 6.1498 shares of Saflink common stock, resulting in an aggregate of 614,979,996 shares of Saflink common stock being issued to former IdentiPHI stockholders.

The company will combine management teams and operate as IdentiPHI, Inc. with its headquarters in Austin, Texas. The new executive management team is being led by Steve Oyer, Chairman and Chief Executive Officer, and Peter Gilbert, Vice Chairman and Senior Vice President of Sales and Marketing. Additionally, the leadership will consist of John Atkinson as President and Mark Norwalk as Chief Technical Officer from the IdentiPHI management team, and Jeff Dick as Chief Financial Officer and Brian Wilchusky as Vice President of Marketing from the Saflink management team.

“The merger with IdentiPHI is the culmination of tremendous effort by the teams at both companies, and with the support of our shareholders we are moving forward with confidence to capitalize on the phenomenal opportunities that stand before us,” said IdentiPHI Chairman and CEO Steve Oyer. “Increasing customer demand and adoption shows that the world-wide market for our biometric, authentication and enterprise security solutions is poised for explosive and sustainable growth. The long term success of the merger will come from using our solid combination of patented intellectual property, scalable technology and global distribution to deliver the right products at the right time.”

“We are excited to have Steve and the team from Saflink join IdentiPHI and now with the merger complete, our attention is now centered on strengthening our product offering and expanding our market reach with a high degree of agility,” said Peter Gilbert, former IdentiPHI CEO and current Vice Chairman and Senior Vice President of Sales and Marketing. “Our strategy is to capitalize on our deep understanding of enterprise customer needs and the strength of our security solutions to meet customer expectations and requirements. To do this we expect to continue to add key distribution partners, integrate with other ‘best in class’ products and deliver innovation within our own products. The results of these actions should further solidify IdentiPHI’s foothold as a trusted market leader.”

About Saflink

Saflink Corporation offers biometric security, smart card and cryptographic technologies that help protect intellectual property and control access to secure facilities. Saflink security technologies are key components in identity assurance management solutions that allow administrators and security personnel to positively confirm a person’s identity before access is granted. Saflink cryptographic technologies help to ensure that sensitive information is accessed only by the intended recipient(s).

About IdentiPHI

Headquartered in Austin Texas, IdentiPHI is an innovative technology company offering a comprehensive suite of enterprise security solutions and consulting services. Comprised of experienced partners and thought-leaders in the industry, IdentiPHI is setting the standard for what companies are looking for in a security solution. IdentiPHI solutions deliver enhanced identity assurance throughout the enterprise. The company is defining security technology to meet the evolving challenges of today’s ever changing fast-paced business needs. For more information, call 888-436-8744, or visit www.identiphi.net.

This release contains information about our management’s view of our future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from historical results or those indicated by these forward-looking

statements as a result of a variety of factors. For example, the merger involves the integration of two companies that have previously operated independently with principal offices in two distinct locations. We and IdentiPHI have conducted only limited planning regarding the integration of the two companies. The combined company will be required to devote significant management attention and resources to integrating the two companies. Delays in this process could adversely affect the combined company’s business, operations financial results, financial condition and stock price. Even if we and IdentiPHI were able to integrate our business operations successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that may be possible from this integration or that these benefits will be achieved within a reasonable period of time. Some other factors include, but are not limited to, risks and uncertainties associated with our financial condition, our ability to sell our products, our ability to compete with competitors and the growth of the security market, and those included in our annual report on Form 10-K, as well as other documents we periodically file with the Securities and Exchange Commission.

Press Contact:

Andrew Goss

VOXUS, Inc.

253-853-5151 x224

agoss@voxuspr.com

Investor Relations Contact:

Equiti-trend Advisors LLC

800-953-3350 Toll-Free

858-436-3350 Local or International

investors@saflink.com