PROXY STATEMENT

_______________________

 This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of eMagin Corporation (“eMagin” or the “Company”) to be voted at the Annual Meeting of stockholders which will be held at the Hyatt Bellevue on Friday, October 20, 2006, at 2:00 p.m., and at any postponements or adjournments thereof.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

 

What is the purpose of the Annual Meeting?

 

At our Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting on the cover page of this Proxy Statement, including (i) the election of Class B directors, (ii) amending the Certificate of Incorporation to increase the maximum number of directors which may be appointed to the Company’s Board of Directors from 9 to 10 persons, (iii) authorizing the Board of Directors, in its discretion, to amend the Certificate of Incorporation to effect the reverse stock split, (iv) approving of the potential issuance of shares of our common stock underlying our 6% Senior Secured Convertible Notes Due 2007-2008 and warrants to purchase shares of our common stock, at a price below fair market value, (v) increasing the number of authorized shares of common stock issuable pursuant to the 2004 Non-Employee Stock Compensation Plan from 2,000,000 to 9,500,000 shares, and (vi) ratification of the appointment of the Company’s independent auditors. In addition, management will report on the performance of the Company during fiscal year 2006 and respond to questions from stockholders.

 

Who is entitled to vote at the meeting?

 

Stockholders of record at the close of business on September 21, 2006, the record date for the meeting, are entitled to receive notice of and to participate in the Annual Meeting. As of the record date, the Company had outstanding and entitled to vote 101,316,118 shares of common stock. The common stock is the only class of stock of eMagin that is outstanding and entitled to vote at the Annual Meeting. If you were a stockholder of record of common stock on that record date, you will be entitled to vote all of the shares that you held on that date at the meeting, or any postponements or adjournments of the meeting. Each outstanding share of eMagin common stock will be entitled to one vote on each matter. Stockholders who own shares registered in different names or at different addresses will receive more than one Proxy card. You must sign and return each of the Proxy cards received to ensure that all of the shares owned by you are represented at the Annual Meeting.

 

Who can attend the meeting?

 

Only stockholders as of the record date, or their duly appointed proxies, may attend the meeting, and each may be accompanied by one guest. Seating, however, is limited. Admission to the meeting will be on a first-come, first-served basis. Registration and product demonstrations will begin at 1:00 pm., and seating will begin at 1:30 pm. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

 

You will need an admission ticket to enter the meeting. For registered stockholders, the bottom portion of the Proxy card enclosed with the Proxy Statement is their Annual Meeting admission ticket. Beneficial owners with shares held in “street name” (that is, through an intermediary, such as a bank or broker), should request tickets in writing from Investor Relations, eMagin Corporation, 10500 NE 8 ^th Street, Suite 1400, Bellevue, WA 98004 (or by facsimile to 425-749-3601) and include proof of ownership, such as a copy of a bank or brokerage firm account statement or a letter from the broker, trustee, bank or nominee holding their stock, confirming beneficial ownership. Please note that if you hold your shares in “street name” you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting.

 

Why is the Company soliciting proxies?

 

Because many of our stockholders are unable to personally attend the Annual Meeting, the Board of Directors of eMagin (the “Board” or the “Board of Directors”) solicits the enclosed proxy so that each stockholder is given an opportunity to vote. This proxy enables each stockholder to vote on all matters which are scheduled to come before the meeting. When the Proxy is returned properly executed, the stockholder's shares will be voted according to the stockholder's directions. Stockholders are urged to specify their choices by marking the appropriate boxes on the enclosed Proxy card.

 

What constitutes a quorum?

 

The presence at the meeting, in person or by proxy, of the holders of a majority of the number of shares of common stock issued and on the record date will constitute a quorum permitting the meeting to conduct its business. As noted above, as of the record date, 101,316,118 shares of eMagin common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of common stock representing at least 50,658,060 votes will be required to establish a quorum.

 

How do I vote?

 

For your convenience, eMagin is offering you four methods of voting.

·	You may indicate your vote on the enclosed proxy card, sign and date the card, and return the card in the enclosed prepaid envelope.

·	You may vote by telephone by calling the toll free number that appears on the enclosed proxy card and following the instructions given.

 

·	You may vote via the Internet by following the instructions provided on the enclosed proxy card.

  

·	You may attend the meeting and vote in person.

  

All shares entitled to vote and represented by a properly completed and executed proxy received before the meeting and not revoked will be voted at the meeting as you instruct in a proxy delivered before the meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed and executed proxy will be voted as the Board of Directors recommends on each of the enumerated proposals and with regard to any other matters that may be properly presented at the meeting and all matters incident to the conduct of the meeting. If you are a registered stockholder and attend the meeting, you may deliver your completed Proxy card in person. "Street name" stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares. All votes will be tabulated by the inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

 

Can I vote by telephone or electronically?

If you are a registered stockholder (that is, if you hold your stock in certificate form), you may vote by telephone, or electronically through the Internet, by following the instructions included with your Proxy card. If your shares are held in “street name,” please check your Proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically. Please follow the voting instructions on the enclosed proxy card. 

 

The deadline for voting by telephone or electronically is 5:00 p.m. (Eastern Standard Time) on October 19, 2006.

Can I change my vote after I return my Proxy card?

 

A Proxy may be revoked by giving the Secretary of eMagin written notice of revocation at any time before the voting of the shares represented by the Proxy. A stockholder who attends the meeting may revoke a Proxy at the meeting. Attendance at the meeting will not, by itself, revoke a Proxy.

 

 

 

Abstentions and broker non-votes. While the inspectors of election will treat shares represented by Proxies that reflect abstentions or include "broker non-votes" as shares that are present and entitled to vote for purposes of determining the presence of a quorum, abstentions or "broker non-votes" do not constitute a vote "for" or "against" any matter and thus will be disregarded in any calculation of "votes cast." However, abstentions and "broker non-votes" will have the effect of a negative vote if an item requires the approval of a majority of a quorum or of a specified proportion of all issued and outstanding shares.

 

What are the Board’s recommendations?    

 

Unless you give other instructions on your Proxy card, the persons named as proxy holders on the Proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

 

·	for election of the nominated slate of Class B directors

 

·	for amending to the Company's certificate of incorporation to increase the maximum number of directors which may be appointed to the Company’s Board of Directors from 9 to 10 persons

 

·	for authorizing the Company's Board of Directors, in its discretion, to amend the Company's certificate of incorporation to effect a reverse stock split of the outstanding shares of the Company's common stock at a ratio of one-for-ten

 

·	for approving of the potential issuance of shares of our common stock underlying our 6% Senior Secured Convertible Notes Due 2007-2008 and warrants to purchase shares of our common stock, at a price below fair market value
·	for increasing the number of authorized shares of common stock issuable pursuant to the 2004 Non-Employee Stock Compensation Plan from 2,000,000 to 9,500,000 shares

 

·	for ratification of the appointment of Eisner LLP as the Company’s independent auditors for fiscal year 2006

 

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion.

 

What vote is required to approve each item?

 

The election of the directors of the Company requires the affirmative vote of a plurality of the votes cast by stockholders at the Annual Meeting. A properly executed Proxy marked “WITHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for the purposes of determining whether there is a quorum.

 

Approving of the potential issuance of shares of our common stock underlying our 6% Senior Secured Convertible Notes Due 2007-2008 and warrants to purchase shares of our common stock, at a price below fair market value, authorizing the Company's Board of Directors, in its discretion, to amend the Company's certificate of incorporation to effect a reverse stock split, increasing the number of authorized shares of common stock issuable pursuant to the 2004 Non-Employee Stock Compensation Plan, and ratification of the appointment of Eisner LLP as the Company's independent auditors for fiscal year 2006, will each require the affirmative vote of the holders of at least a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. Approving of the amendment to the Company's certificate of incorporation to increase the maximum number of directors which may be appointed to the Company’s Board of Directors from 9 to 10 persons requires the affirmative vote of the holders of at least 66 2/3% of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting.

 

 

 

INFORMATION ABOUT STOCK OWNERSHIP    

 

How much stock is owned by 5% stockholders, directors, and executive officers?

 

The following table sets forth the number of shares known to be owned by all persons who own at least 5% of eMagin’s outstanding common stock, the Company’s directors, the executive officers named in the summary “Annual Compensation” table on page 12, and the directors and executive officers as a group as of August 21, 2006, unless otherwise noted. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

 

* Less than 1% of the outstanding common stock

** Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of August 21, 2006, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of 118,774,843 shares of common stock outstanding on August 1, 2006, and the shares issuable upon the exercise of options and warrants exercisable on or within 60 days of August 21 2006, as described below.

(1) This figure represents: (i) 10,235,236 shares owned by Stillwater LLC, which includes 2,628,417 shares owned by Rainbow Gate Corporation, in which the sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation; (ii) warrants held by Stillwater LLC to purchase 5,468,324 shares, which includes: warrants to purchase 2,727,488 shares held by Rainbow Gate Corporation, in which the sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation ; and (iii) 2,692,307 shares of common stock underlying a 6% senior convertible note held by Rainbow Gate Corporation, in which the sole member of Stillwater LLC is the investment manager of Rainbow Gate Corporation .

(2) This figure represents: (i) 7,390,235 shares owned by Ginola Limited, which include 2,628,417 shares held by Rainbow Gate Corporation, in which the sole shareholder of Ginola Limited is also the sole shareholder of Rainbow Gate Corporation, 650,800 shares held indirectly by Ogier Trustee(Jersey) Limited, as trustee, 573,707 shares held indirectly by Chelsea Trust Company Limited, as trustee, and 396,223 shares held indirectly by Crestflower Corporation. Ginola Limited disclaims beneficial ownership of the shares owned by Crestflower Corporation, Ogier Trustee (Jersey) Limited, as trustee, and Chelsea Trust Company Limited, as trustee; (ii) warrants held by Ginola Limited to purchase 5,943,403 common shares, which includes warrants to purchase 2,727,488 shares held by Rainbow Gate Corporation, in which the sole shareholder of Ginola Limited is also the sole shareholder of Rainbow Gate Corporation, and warrants to purchase 325,400 shares held indirectly by Ogier Trustee (Jersey) Limited, as trustee and 272,727 shares of common stock issuable upon exercise of a common stock purchase warrant held indirectly by Chelsea Trust Company Limited, as trustee . Ginola Limited disclaims beneficial ownership of the shares owned by Ogier Trustee (Jersey) Limited, as trustee and Chelsea Trust Company Limited, as trustee; and (iii) 5,769,230 shares of common stock underlying a 6% senior convertible note, which includes 2,692,307 shares of common stock underlying a 6% senior convertible note held by Rainbow Gate Corporation, in which the sole shareholder of Ginola Limited is also the sole shareholder of Rainbow Gate Corporation .

 

(3) This figure represents shares owned by Gary Jones and Susan Jones who are married to each other, including (i) 444,344 shares of common stock issuable upon exercise of stock options held by Gary Jones and (ii) 324,572 shares of common stock issuable upon exercise of stock options held by Susan Jones. This does not include (i) 1,785,069 shares underlying options owned by Gary Jones which are not exercisable within 60 days of August 21, 2006; and (ii) 1,578,072 shares underlying options owned by Susan Jones which are not exercisable within 60 days of August 21, 2006.

 

(4) This figure represents 2,628,417 shares of common stock, 2,727,488 shares of common stock issuable upon exercise of a common stock purchase warrant and 2,692,307 shares of common stock underlying a 6% senior convertible note .

(5) This figure includes 325,400 shares underlying warrants.

(6) This figure represents 191,984 shares owned by Mr. Cronson, 215,673, shares underlying warrants. This includes (i) 120,974 common stock shares and 42,857 shares underlying warrants held indirectly by a family member of Paul Cronson; and (ii) 43,651 shares underlying warrants held indirectly by Larkspur Corporation of which he is the Managing Director. This does not include 104,000 shares underlying options which are not exercisable within 60 days of August 21, 2006.

(7) This figure represents shares underlying options. This does not include 182,000 shares underlying options which are not exercisable within 60 days of August 21, 2006.

(8) This figure represents shares owned by John Atherly. This does not include 854,500 shares underlying options which are not exercisable within 60 days of August 21, 2006.

(9) This does not include 120,250 shares underlying options which are not exercisable within 60 days of August 21, 2006.

(10) This does not include 112,125 shares underlying options which are not exercisable within 60 days of August 21, 2006.

 

(11) This does not include 100,750 shares underlying options which are not exercisable within 60 days of August 21, 2006.

(12) This does not include 82,875 shares underlying options which are not exercisable within 60 days of August 21, 2006.

(13) This does not include 39,000 shares underlying options which are not exercisable within 60 days of August 21, 2006.

(14) This figure includes (i) 1,115,036 shares of common stock, and (ii) warrants to purchase 343,181 shares of common stock. This figure does not include 326,600 shares of common stock beneficially owned by Mr. Auf der Hyde’s spouse. Mr. Auf der Heyde disclaims beneficial ownership of the shares owned by his spouse.

(15) This figure includes (i) warrants to purchase 558,854 shares of common stock, and (ii) 878,916 shares of common stock issuable upon exercise of stock options.

INFORMATION ABOUT THE BOARD OF DIRECTORS

        The Board of Directors oversees our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer, other key executives and by reading the reports and other materials that we send them and by participating in Board and committee meetings. Our directors hold office until their successors have been elected and duly qualified unless the director resigns or by reasons of death or other cause is unable to serve in the capacity of director. Biographical information about our directors is provided in “Item 1 - Proposal for the Election of Class B Directors” on page 18.

 

How often did the Board meet during fiscal 2005?

 

During 2005, the Board of Directors held 8 meetings. Each director attended no fewer than 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees on which such director served. The Board also approved certain actions by unanimous written consent.

BOARD COMMITTEE MEMBERSHIP

Name	Audit Committee	Compensation Committee	Governance and Nominating Committee
Dr. Radu Auf der Heyde
Claude Charles	*
Paul Cronson (1)
Irwin Engelman	**
Jacob Goldman		*	**
Gary W. Jones
Rear Admiral Thomas Paulsen, USN (Ret.) ***	*	**	*
Brig. General Stephen Seay, U.S. Army (ret.)
Dr. Jill Wittels			*

* Member of Committee                ** Chairman of Committee              *** Chairman of the Board

Audit Committee . The Audit Committee is responsible for determining the adequacy of the Company's internal accounting and financial controls, reviewing the results of the audit of the Company performed by the independent public accountants, and recommending the selection of independent public accountants. The functions of the Audit Committee and its activities during 2005 are described in more detail under the heading “ Report of the Audit Committee.” During the year, the Board examined the composition of the Audit Committee in light of the adoption by The American Stock Exchange, Inc. (the “Amex”) of new rules governing audit committees. Based upon this examination, Board has determined that each of the members of the Audit Committee is unrelated, an outside member with no other affiliation with the Company and is independent as defined by the American Stock Exchange. The Board has determined that Mr. Engelman is an “audit committee financial expert” as defined by the SEC. During 2005, the Audit Committee held five meetings.

 

Compensation Committee . The Compensation Committee determines matters pertaining to the compensation and expense reporting of certain executive officers of the Company, and administers the Company's stock option, incentive compensation, and employee stock purchase plans. During 2005, the Compensation Committee held three meetings.

 

Governance and Nominating Committee . The Governance and Nominating Committee is responsible for nominating directors and for all other purposes outlined in the Governance and Nominating Committee Charter. The Governance and Nominating Committee is composed of Messrs. Goldman and Paulsen, and Ms. Wittels. The Board has determined that each of the members of the Governance and Nominating Committee is unrelated, an outside member with no other affiliation with the Company and independent as defined by the American Stock Exchange. During 2005, the Governance and Nominating Committee held three meetings.

 

 

 

 

Nomination of Directors

 

As provided in its charter and our company’s corporate governance principles, the Governance and Nominating Committee is responsible for identifying individuals qualified to become directors. The Governance and Nominating Committee seeks to identify director candidates based on input provided by a number of sources, including (1) the Governance and Nominating Committee members, (2) our other directors, (3) our stockholders, (4) our Chief Executive Officer or Chairman, and (5) third parties such as professional search firms. In evaluating potential candidates for director, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials.

 

Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board of Directors. However, at a minimum, candidates for director must possess:

 

•

high personal and professional ethics and integrity

 

•

the ability to exercise sound judgment

 

•

the ability to make independent analytical inquiries

 

•

a willingness and ability to devote adequate time and resources to diligently perform Board and committee duties

 

•

the appropriate and relevant business experience and acumen

 

In addition to these minimum qualifications, the Governance and Nominating Committee also takes into account when considering whether to nominate a potential director candidate the following factors:

 

•

whether the person possesses specific industry expertise and familiarity with general issues affecting our business

 

•

whether the person’s nomination and election would enable the Board to have a member that qualifies as an “audit committee financial expert” as such term is defined by the Securities and Exchange Commission (the “SEC”) in Item 401 of Regulation S-K

 

•

whether the person would qualify as an “independent” director under the listing standards of the American Stock Exchange

 

•

the importance of continuity of the existing composition of the Board of Directors to provide long term stability and experienced oversight

 

•

the importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise

 

The Governance and Nominating Committee will consider director candidates recommended by stockholders provided such recommendations are submitted in accordance with the procedures set forth below. In order to provide for an orderly and informed review and selection process for director candidates, the Board of Directors has determined that stockholders who wish to recommend director candidates for consideration by the Governance and Nominating Committee must comply with the following:

 

·

The recommendation must be made in writing to the Corporate Secretary, eMagin Corporation, 10500 NE 8 th Street, Suite 1400, Bellevue, WA 98004. The recommendation must include the candidate's name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years and evidence of the recommending person's ownership of the Company’s common stock.

 

·

The recommendation shall also contain a statement from the recommending shareholder in support of the candidate; professional references, particularly within the context of those relevant to board membership, including issues of character, judgment, diversity, age, independence, expertise, corporate experience, length of service, other commitments and the like; and personal references.

 

·	A statement from the shareholder nominee indicating that such nominee wants to serve on the Board and could be considered "independent" under the Rules and Regulations of the American Stock Exchange and the Securities and Exchange Commission ("SEC"), as in effect at that time.

 

 

     All candidates submitted by stockholders will be evaluated by the Governance and Nominating Committee according to the criteria discussed above and in the same manner as all other director candidates.

Management   Committee

 

On August 15, 2006 the Board of Directors formed a management committee comprised of officers and directors, which will be responsible for overseeing the Company’s management, growth and related initiatives, and will report to the Board. The Board appointed the following as members of the management committee: Gary W. Jones, Director and the Company’s Chief Executive Officer and President; John Atherly, the Company’s Chief Financial Officer; and Dr. Radu Auf der Heyde, Director.

 

How are directors compensated?    

 

Non-management directors receive options under the 2003 Stock Option Plan (the "2003 Plan"). Under the 2003 Plan, a grant of options to purchase 60,000 shares of common stock will automatically be granted on the date a director is first elected or otherwise validly appointed to the Board with an exercise price per share equal to 100% of the market value of one share on the date of grant. Such options granted will expire ten years after the date of grant and will become exercisable in four equal installments commencing on the date of grant and annually thereafter. In addition to the 60,000 shares of common stock automatically granted upon joining the Board, Directors thereafter receive an annual grant of options to purchase 10,000 shares of common stock at the fair market value as determined on the date of grant, which options will vest on December 31 in the year granted. In addition, each non-management director is reimbursed for ordinary expenses incurred in connection with attendance at such meetings, granted options based on committee assignments consisting of options to purchase 5,000 shares per year for each committee assignment, except for the audit committee participants who each receive annual options to purchase 15,000 shares.

 

Effective as of August 15, 2006, the Board of Directors appointed Dr. Radu Auf der Heyde as a director of the Company, the first of two directors which the holders of our 6% Senior Secured Convertible Notes have the right to designate to the Company’s Board. On August 15, 2006, the Board of Directors granted Dr. Auf der Heyde options to purchase 60,000 shares of common stock. In addition, Dr. Auf der Heyde was granted options to purchase 10,000 shares of common stock.

Code of Business Conduct and Ethics

 

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics can be found on our website at http://www.emagin.com/investors.

 

We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of the American Stock Exchange, by filing a Current Report on Form 8-K with the SEC, disclosing such information.

 

INFORMATION ABOUT THE EXECUTIVE OFFICERS

 

The executive officers are elected annually by our Board of Directors and hold office until their successors are elected and duly qualified. The current executive officers of the Company are as follows:

 

Name	Age	Position
Gary Jones	51	President, Chief Executive Officer, and Director
Susan K. Jones	55	Chief Strategy and Marketing Officer and Secretary
John Atherly	47	Chief Financial Officer

 

 

The following includes the principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers (other than those executive officers who are also directors):

John Atherly has served as Chief Financial Officer since June 2004. Before joining eMagin Corporation, Mr. Atherly worked for Click2learn, Inc., a NASDAQ listed enterprise software company from 1990 to 2004. He held the positions of Vice President of Finance and CFO for approximately 8 years and prior to that held the positions of Director of Finance and Controller. During his 14 years with Click2learn Mr. Atherly managed the firm's finance and administration, human resources, IT and manufacturing organizations. From 1987 to 1990, Mr. Atherly was a Finance and Operations Manager at MicroDisk Services, a manufacturing firm serving the software industry. Mr. Atherly holds a BA in Business Administration from the University of Washington.

Susan K. Jones has served as Executive Vice President and Secretary since 1992, and assumed responsibility of Chief Marketing and Strategy Officer in 2001. Ms. Jones has more than 25 years of industrial and management experience, including senior research, marketing, and management assignments at Texas Instruments and Merck, Sharp, and Dohme Pharmaceuticals. Ms. Jones serves on the boards or chairs committees for industry organizations including IEEE, SPIE, and SID. Ms. Jones served as a director of eMagin Corporation from 1993 to 2000 and was a director of Virtual Vision, Inc. Ms. Jones graduated from Lamar University with a B.S. in chemistry and biology, holds more than a dozen patents, and has authored more than 100 papers and talks.