EVANS & SUTHERLAND COMPUTER CORP (Form: 8-K, Received: 09/08/2016 14:44:57)

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): September 2, 2016

EVANS & SUTHERLAND COMPUTER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Utah	001-14677	87-0278175
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

770 Komas Drive, Salt Lake City, Utah		84108
(Address of Principal Executive Offices)		(Zip Code)

(801) 588-1000

(Registrant's telephone number, including area code)

____________________

Not applicable

(Former name or former address, if changed since last report)

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:

[ ]	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 240.14.a-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))

Item 1.01 Entry into a Material Definitive Agreement.

On September 2, 2016, the board of directors (the "Board") of Evans & Sutherland Computer Corporation (the "Company") approved a form of indemnification agreement to be entered into with the Company's directors and officers (the "Indemnification Agreement"), which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Company also entered into the Indemnification Agreement with each of its independent directors and with Messrs. Shaw and Johnson as described below.

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

Resignation of David H. Bateman

On September 2, 2016, David H. Bateman resigned as President and Chief Executive Officer ("CEO") of the Company and as a member of the Board, although he will remain an employee of the Company until September 30, 2016. His resignation is not the result of any disagreement with the Company on matters relating to the Company's operations, policies or practices. Under the terms of a Separation and Release Agreement (the "Separation Agreement") entered into by the Company and Mr. Bateman in connection with his departure, the Company agreed, among other things, to (a) pay Mr. Bateman a termination payment in the amount of $523,435 (less applicable tax withholdings) over a period of twelve (12) months in accordance with the Company's regular payroll practices, commencing on the Company's first regular payday in the calendar month following the effective date of the Separation Agreement, and (b) deliver to Mr. Bateman legal title to the laptop and mobile phone that Mr. Bateman primarily used as well as a printer and scanner, subject to the Company's the right to remove any confidential or proprietary information from the laptop. In addition, under the Separation Agreement, if Mr. Bateman properly and timely elects to continue the medical, dental and vision insurance coverage for himself and any qualifying dependents under the Company's group medical, dental and vision insurance plans (collectively, "Continuation Coverage") pursuant to COBRA, the Company will reimburse Mr. Bateman for payments made by him for such Continuation Coverage under COBRA for one year following the date of termination. The foregoing obligations of the Company are subject to Mr. Bateman's fulfillment of his promises, covenants, agreements, waivers and releases contained in the Separation Agreement, including without limitation, his obligation to provide certain consulting services to the Company for a period of approximately one (1) year following the date of termination.

Appointment of New Chief Executive Officer and Director and President and Chief Operating Officer

Effective as of September 2, 2016, Jon Shaw, age 59, was appointed by the Board to serve as the Company's CEO and as a member of the Board to fill the vacancies created by Mr. Bateman's resignation. In connection with his appointment as CEO, Mr. Shaw and the Company entered into an employment agreement (the "Shaw Agreement") specifying the terms of his employment with the Company. There is no arrangement or understanding between Mr. Shaw and any other person pursuant to which Mr. Shaw was selected as an officer or director. Except as described herein, there are no existing or currently proposed transactions to which the Company is a party and in which Mr. Shaw has a direct or indirect material interest. Mr. Shaw does not have any family relationships with any of the officers or directors of the Company.

Mr. Shaw has been employed in a number of positions with Spitz, Inc. ("Spitz"), the Company's wholly owned subsidiary, including President and Chief Executive Officer since 2001, Chief Operating Officer between 1998 and 2001, Vice President of Sales and Technology between 1992 and 1998, Director of Engineering from 1989 until 1992 and project engineer between 1986 and 1989. Previously, he held various roles with Mobil Oil Corporation between 1978 and 1986, including project engineer, advanced engineer and senior engineer. Mr. Shaw received a Bachelor's Degree in mechanical engineering from the University of Delaware and an MBA from Widener University.

Effective as of September 2, 2016, Kirk Johnson, age 55, was appointed by the Board to serve as the Company's President and Chief Operating Officer ("COO"). In connection with such appointment, Mr. Johnson and the Company entered into an employment (the "Johnson Agreement") specifying the terms of his employment with the Company. Except as described herein, there are no existing or currently proposed transactions to which the Company is a party and in which Mr. Johnson has a direct or indirect material interest. Mr. Johnson does not have any family relationships with any of the officers or directors of the Company.

Prior to his appointment as COO, Mr. Johnson served for 14 years as the Company's Vice President and General Manager of Digital Theater. He joined the Company in 1990 and held various engineering and management positions prior to being appointed Vice President in 2002. Prior to E&S, Mr. Johnson worked as an FCC compliance and regulatory engineer and project manager at Communication Certification Laboratory from 1986 until 1990. He received a Bachelor's Degree in electrical engineering and an MBA, both from the University of Utah.

Employment Related Contracts

Shaw Agreement

Pursuant to the Shaw Agreement, Mr. Shaw will receive an annual base salary of $300,000 and be eligible to receive certain performance based compensation under the Company's Management Incentive Plan based upon the Company's and Mr. Shaw's achievement of various financial goals established and approved annually by the Company's Compensation Committee. In addition, Mr. Shaw was granted stock options to purchase up to 125,000 of shares of the Company's common stock. Pursuant to the terms of the Company's 2014 Equity Incentive Plan (the "Equity Plan"), the options vest in five (5) equal annual installments beginning January 1, 2017; provided that any unvested options immediately vest upon a Change of Control (as defined in the Equity Plan). Mr. Shaw is also entitled on the same basis as other similarly-situated employees of the Company, to participate in and to receive benefits under any applicable benefit plans, as well as under the Company's business expense reimbursement and other policies. The Shaw Agreement also provides that, subject to the execution of a general release in the form attached to the Shaw Agreement, if Mr. Shaw's employment with the Company is terminated (a) by Mr. Shaw for good reason, or (b) by the Company without cause or as a result of death or disability, Mr. Shaw will be entitled to receive severance payments equal to 135% of his base salary at the time of such termination, less applicable withholding, payable over a period of 12 months after the date of Mr. Shaw's separation from the Company, and during such 12 month severance period or until he obtains similar coverage from a subsequent employer (if earlier), the Company will pay the premiums to continue Mr. Shaw's group health insurance coverage under COBRA, to the extent Mr. Shaw is eligible for such coverage and has elected continuation coverage under the applicable rules. Mr. Shaw will also be entitled to receive the foregoing severance payment and benefit in the event his employment with the Company is terminated by the Company or its successor without cause within 12 months following a Change of Control; except that the severance payment and benefit will be made in a single lump sum upon execution and non-revocation of the form of release attached to the Shaw Agreement.

Johnson Agreement

Pursuant to the Johnson Agreement, Mr. Johnson will receive an annual base salary of $285,000 and be eligible to receive certain performance based compensation under the Company's Management Incentive Plan based upon the Company's and Mr. Johnson's achievement of various financial goals established and approved annually by the Company's Compensation Committee. In addition, Mr. Johnson was granted stock options to purchase up to 100,000 of shares of the Company's common stock. Pursuant to the terms of the Equity Plan, the options vest in five (5) equal annual installments beginning January 1, 2017; provided that any unvested options immediately vest upon a Change of Control. Mr. Johnson is also entitled on the same basis as other similarly-situated employees of the Company, to participate in and to receive benefits under any applicable benefit plans, as well as under the Company's business expense reimbursement and other policies. The Johnson Agreement also provides that, subject to the execution of a general release in the form attached to the Johnson Agreement, if Mr. Johnson's employment with the Company is terminated (a) by Mr. Johnson for good reason, or (b) by the Company without cause or as a result of death or disability, Mr. Johnson will be entitled to receive severance payments equal to 135% of his base salary at the time of such termination, less applicable withholding, payable over a period of 12 months after the date of Mr. Johnson's separation from the Company, and during such 12 month severance period or until he obtains similar coverage from a subsequent employer (if earlier), the Company will pay the premiums to continue Mr. Johnson's group health insurance coverage under COBRA, to the extent Mr. Johnson is eligible for such coverage and has elected continuation coverage under the applicable rules. Mr. Johnson will also be entitled to receive the foregoing severance payment and benefit in the event his employment with the Company is terminated by the Company or its successor without cause within 12 months following a Change of Control; except that the severance payment and benefit will be made in a single lump sum upon execution and non-revocation of the form of release attached to the Johnson Agreement.

In connection with their appointments, Messrs. Shaw and Johnson each entered into the Indemnification Agreement.

The foregoing summary of the terms and conditions of the Separation Agreement, the Shaw Agreement and the Johnson Agreement (the "Agreements") does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreements, which are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

On September 6, 2016, the Company issued a press release announcing the resignation of Mr. Bateman and the appointment of Mr. Shaw as CEO and Director and Mr. Johnson as President and COO. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

Exhibit No. Description

10.1	Form of Indemnification Agreement

10.2	David Bateman Separation and Release Agreement

10.3	Jon Shaw Employment Agreement

10.4	Kirk Johnson Employment Agreement

99.1	Press Release of Evans & Sutherland Computer Corporation dated September 6, 2016

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.

Date: September 8, 2016

EVANS & SUTHERLAND COMPUTER CORPORATION

By: /s/ Paul Dailey

Name: Paul Dailey

Its: Chief Financial Officer and Corporate Secretary

INDEMNITY AGREEMENT

This Indemnity Agreement (this " Agreement "), is effective as of _______________, and is made by and between Evans & Sutherland Computer Corporation , a Utah corporation (the " Company "), and __________ _____, a member of the Board of Directors of the Company (the " Indemnitee ").

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of public companies unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. Based upon their experience as business managers, the Board of Directors of the Company (the " Board ") has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company, and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company contractually to indemnify officers and directors and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection with their service to the Company;

C Sections 16-10a-901 to 16-10a-909 of the Utah Revised Business Corporation Act (the " Act ") empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by the Act is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as a director of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

1.1 Agent . For the purposes of this Agreement, " Agent " of the Company means any person who is or was a director or officer of the Company or a Subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interest of the Company or a Subsidiary of the Company as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of a foreign or domestic corporation which was a predecessor corporation of the Company, or was a director or officer of another enterprise or affiliate of the Company at the request of, for the convenience of, or to represent the interests of such predecessor corporation. The term "enterprise" includes any employee benefit plan of the Company, its Subsidiaries, affiliates and predecessor corporations.

1.2 Expenses . For purposes of this Agreement, " Expenses " includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of Expenses under this Agreement, the Act or otherwise; provided, however, that Expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of a proceeding.

1.3 Proceeding . For the purposes of this Agreement, " Proceeding " means any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever.

1.4 Subsidiary . For purposes of this Agreement, " Subsidiary " means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its Subsidiaries or by one or more of the Company's Subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an Agent of the Company, faithfully and to the best of his ability, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any Subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company or any Subsidiary shall have no obligation under this Agreement to continue the Indemnitee in any such position.

3. DIRECTORS' AND OFFICERS' INSURANCE. The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors' and officers' liability insurance (" D&O Insurance "), on such terms and conditions as may be approved by the Board.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall indemnify the Indemnitee:

4.1 Third Party Actions . If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an Agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his conduct was unlawful; and

4.2 Derivative Actions . If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was an Agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such Proceeding and all Expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that a final, non-appealable judgment is entered by a state or federal court in Salt Lake County, Utah or the court in which such Proceeding which shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the state or federal court in Salt Lake County, Utah or such other court shall deem proper; and

4.3 Exception for Amounts Covered by Insurance . Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee by D&O Insurance.

5. PARTIAL INDEMNIFICATION AND CONTRIBUTION.

5.1 Partial Indemnification . If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a Proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2 Contribution . If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the Act, then in respect of any threatened, pending or completed Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such Proceeding arose and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

6. MANDATORY ADVANCEMENT OF EXPENSES.

6.1 Advancement . Subject to Section 9 below, the Company shall advance all Expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles of Incorporation or Bylaws of the Company, the Act or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within thirty (30) days following delivery of a written request therefor by the Indemnitee to the Company.

6.2 Exception . Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any Expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within thirty (30) days of the Indemnitee's request to be advanced Expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with all references therein to "indemnification" being deemed to refer to "advancement of Expenses," and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a change in control shall mean a given person or group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

7.2 If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such D&O Insurance policies.

7.3 In the event the Company shall be obligated to advance the Expenses for any Proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that: (a) the Indemnitee shall have the right to employ his own counsel in any such Proceeding at the Indemnitee's expense; (b) the Indemnitee shall have the right to employ his own counsel in connection with any such Proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and Expenses of the Indemnitee's counsel shall be at the expense of the Company.

8. DETERMINATION OF RIGHT TO INDEMNIFICATION.

8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by him in connection with the Indemnity Agreement investigation, defense or appeal of such Proceeding, or such claim, issue or matter, as the case may be.

8.2 In the event that Section 8.1 is inapplicable, or does not apply to the entire Proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.3 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company:

(a) A quorum of the Board consisting of directors who are not parties to the Proceeding for which indemnification is being sought;

(b) Legal counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make such determination in a written opinion;

(c) A panel of three (3) arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two (2) arbitrators so selected; or

(e) The state or federal courts located in Salt Lake County, Utah or other court having jurisdiction of subject matter and the parties.

8.4 As soon as practicable, and in no event later than thirty (30) days after the forum has been selected pursuant to Section 8.3 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.5 If the forum selected in accordance with Section 8.3 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to the state or federal court in Salt Lake County, Utah, the court in which the Proceeding giving rise to the Indemnitee's claim for indemnification is or was pending or any other court of competent jurisdiction, for the purpose of appealing the decision of such forum, provided that such right is executed within sixty (60) days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or Proceeding under this Section 8 involving the Indemnitee and against all Expenses incurred by the Indemnitee in connection with any other Proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such Proceeding was frivolous or not made in good faith.

9. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

9.1 Claims Initiated by Indemnitee . To indemnify or advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of Expenses arising under this Agreement, the charter documents of the Company or any Subsidiary or any statute or law or otherwise, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

9.2 Unauthorized Settlements . To indemnify the Indemnitee hereunder for any amounts paid in settlement of a Proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

9.3 Securities Law Actions . To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or

9.4 Unlawful Indemnification . To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10. NON-EXCLUSIVITY. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company's Articles of Incorporation or Bylaws, the vote of the Company's stockholders or disinterested directors, other agreements or otherwise, both as to action in the Indemnitee's official capacity and to action in another capacity while occupying his position as an Agent of the Company, and the Indemnitee's rights hereunder shall continue after the Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

11. GENERAL PROVISIONS

11.1 Interpretation of Agreement . It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of Expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2 Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 11.1 hereof.

11.3 Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

11.4 Subrogation . In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5 Counterparts . This Agreement may be executed in one or more counterparts, which shall together constitute one agreement.

11.6 Successors and Assigns . The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto.

11.7 Notice . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given: (a) if delivered by hand and receipted for by the party addressee; or (b) if mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8 Governing Law . This Agreement shall be governed exclusively by and construed according to the laws of the State of Utah, as applied to contracts between Utah residents entered into and to be performed entirely within Utah.

11.9 Consent to Jurisdiction . The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the appropriate state or federal courts located in Salt Lake County, Utah for all purposes in connection with any action or Proceeding which arises out of or relates to this Agreement.

11.10 Attorneys' Fees . In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the Expenses of any Proceeding described in Section 3), the Indemnitee shall be entitled to all reasonable fees and Expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

IN WITNESS WHEREOF, the parties hereto have entered into this Indemnity Agreement effective as of the date first written above.

EVANS & SUTHERLAND

COMPUTER CORPORATION INDEMNITEE:

By: __________________________ By: _______________________________

Title: _________________________

SEPARATION AND RELEASE AGREEMENT

This SEPARATION AND RELEASE AGREEMENT (the " Separation Agreement ") is made and entered into by and between EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah corporation (the " Company "), and DAVID H. BATEMAN (" Mr. Bateman ").

Recitals

WHEREAS, Mr. Bateman has been serving as President and Chief Executive Officer of the Company pursuant to an Employment Agreement dated as of August 26, 2002, as verbally amended to reflect his appointment as President and Chief Executive Officer and increases in his annual gross income (collectively the " Employment Agreement "), and as a member of the Company's Board of Directors (the " Board ");

WHEREAS, the Company and Mr. Bateman have agreed that he will resign as President and Chief Executive Officer of the Company and as a member of the Board, and retire from the Company;

WHEREAS, Mr. Bateman is willing to accept from the Company the termination payment and other consideration set forth herein in lieu of any termination payment provided in the Employment Agreement in exchange for the promises, covenants and other consideration to be provided by the Company as set forth herein, in accordance with the terms hereof; and

WHEREAS, the Company is willing to pay Mr. Bateman the termination payment and other consideration set forth herein in lieu of any termination payment that otherwise may have been payable to Mr. Bateman as provided in the Employment Agreement in exchange for Mr. Bateman's promises, covenants, releases, waivers and other consideration to be provided by Mr. Bateman as set forth herein, in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

Agreement

1. Resignation as President, CEO and Board Member . Mr. Bateman has submitted to the Board a written notice of resignation, whereby he has notified the Company that he is resigning as President and CEO of the Company and as a member of the Board effective September 2, 2016, and any other similar positions with any subsidiaries of the Company. The Board accepted Mr. Bateman's resignation effective September 2, 2016 (the " Resignation Date "), after which Mr. Bateman will no longer function as the President or CEO, or as a director, of the Company or any of its affiliates or subsidiaries. Mr. Bateman shall remain an employee of the Company for approximately thirty (30) days after the Resignation Date (until September 30, 2016), at which time his employment with the Company will officially end (the " Termination Date ").

2. Press Release . The Company shall issue a press release on September 6, 2016, announcing Mr. Bateman's resignation as President and Chief Executive Office of the Company and as a member of the Board, in the form attached hereto as Exhibit A .

3. Payment of Salary through the Termination Date . The Company shall pay Mr. Bateman for all accrued salary owed to him through the Termination Date on the first regularly scheduled payday following the Termination Date.

4. Payment for Unpaid Accrued Vacation Leave . On the first regularly scheduled payday following the Termination Date, the Company shall pay Mr. Bateman for his unused accrued paid vacation leave in accordance with the Company's vacation leave policy.

5. Termination Payment . The Company shall pay Mr. Bateman a termination payment (the " Termination Payment ") in an amount equal to one and fifty-five one hundredths (1.55) times Mr. Bateman's Gross Income (as defined in paragraph 1(o) of the Employment Agreement), it being understood, however, that the Company's payment of the Termination Payment shall be subject to the provisions of paragraph 13(d) of the Employment Agreement (relating to Section 280G of the Internal Revenue Code), provided, however , that, for purposes of applying such paragraph 13(d), the term "Termination Payment" shall have the definition as set forth in this Agreement. The Termination Payment shall be in lieu of any termination payment that Mr. Bateman otherwise may have been entitled to receive pursuant to the terms of the Employment Agreement.

a. The term " Gross Income " is defined in paragraph 1(o) of the Employment Agreement to mean Mr. Bateman's "current calendar year targeted compensation" under Sections 6(a) and 6(b) of the Employment Agreement (which consists of Mr. Bateman's annualized base salary of $337,700 plus cash bonuses under the Evans & Sutherland Management Incentive Plan (the " MIP "), which includes and is limited to a target bonus of up to 55% of such base salary).

b. The parties acknowledge and agree that the phrase " Mr. Bateman's Gross Income " in paragraph 1(o) of the Employment Agreement shall not include any discretionary contribution previously made by the Company to the Executive Savings Plan (" ESP "), the ESP having been previously terminated by the Company, or any other executive compensation plan maintained by the Company, including the Supplemental Executive Retirement Plan, in which Mr. Bateman does not participate.

c. The parties agree that the Termination Payment, calculated in accordance with the foregoing, shall be $523,435, less applicable tax withholdings. No interest shall accrue on the unpaid amounts of the Termination Payment.

d. The Company shall pay the Termination Payment over twelve (12) months in accordance with the Company's normal payroll practices, with the first payment being paid on the first regularly scheduled payday in the calendar month following the Effective Date of this Agreement (as defined below). All payments of the Termination Payment shall be deposited directly into Employee's bank account in accordance with the Company's regular payroll practices.

6. COBRA Premiums . If Mr. Bateman properly and timely elects to continue his medical, dental and vision insurance coverage (collectively, " health insurance coverage ") under the Company's group medical, dental and vision insurance plans (collectively, " Continuation Coverage ") pursuant to the Consolidated Omnibus Budget Reconciliation Act (" COBRA "), the Company shall reimburse Mr. Bateman for payments made by him for such Continuation Coverage for him and his dependents who qualify for continuation coverage under COBRA for one (1) year following the Termination Date (the " COBRA Pay Period "). If Mr. Bateman elects to continue COBRA coverage after the end of the COBRA Pay Period, such Continuation Coverage shall be entirely at his own expense. Notwithstanding the foregoing, if, during the COBRA Pay Period, Mr. Bateman obtains insurance coverage through a new employer or Medicare, the Company shall have no further obligation to pay any portion of the premiums for Continuation Coverage under the Company's group health insurance plans.

7. Payment for Reimbursable Expenses . The Company shall pay Mr. Bateman for his reimbursable expenses incurred on behalf of the Company through the Termination Date, in accordance with the Company's expense reimbursement policy.

8. Transfer of Title to Certain Personal Property . Mr. Bateman shall, and hereby does, receive from the Company legal title to the following assets: (i) one laptop computer that currently is in Mr. Bateman's possession; (ii) one cell phone that currently is in Mr. Bateman's possession; (iii) the telephone number currently assigned to that cell phone; (iv) one (1) scanner; and (v) one (1) printer; provided that in the case of the laptop computer described in clause (i) above, Mr. Bateman agrees, upon request, to allow the Company or its agents to delete any confidential or proprietary information of the Company that is stored thereon.

9. Return of Company Property . Except as set forth in the preceding paragraph, Mr. Bateman agrees to return to the Company by the Termination Date (i) all keys, badges and access codes to the premises, facilities and equipment of the Company (including without limitation to the Company's offices, desks, storage cabinets, safes, data processing systems and communications equipment); (ii) all credit cards, computers, computer programs, electronic storage devices, or other equipment belonging to the Company; (iii) all documents, books, manuals, drawings, lists, writings, computer records and other tangible Company property in his possession, custody or control, including all Confidential Information (as defined in the Employment Agreement) belonging to the Company or its customers, suppliers and accounts, and all copies thereof, which he procured during or in connection with his employment with the Company.

10. Consulting Services . Commencing on the Termination Date and continuing until August 30, 2017, Mr. Bateman agrees to provide consulting services to the Company to the extent reasonably requested by the Company, provided that for any such services rendered Mr. Bateman shall be compensated for such services at the rate of $250 per hour, and further provided that the Company shall reimburse Mr. Bateman for all out-of-pocket expenses incurred by him in connection with such consulting services, subject to the delivery of documentary evidence of such expenses as specified by the Company's then applicable expense reimbursement policy. In performing the consulting services required under this paragraph 10, Mr. Bateman shall be an independent contractor of the Company, and he shall be solely responsible for any withholding or payment of any income tax on amounts paid hereunder.

11. Employment Agreement Remains In Effect . The parties acknowledge that the Employment Agreement shall remain in full force and effect following the Effective Date (as defined below) and that all terms, conditions, covenants and obligations contained therein shall continue to be binding upon the parties, except as expressly modified herein. Nothing contained herein shall be construed as waiving or releasing any of the terms, conditions or covenants set forth in the Employment Agreement that have not been modified by the terms of this Agreement. It is expressly acknowledged and agreed that the terms, promises, covenants and obligations of paragraphs 15-19 and 21 of the Employment Agreement shall remain in full force and effect and shall be binding on the parties, following the Effective Date, except as modified hereby.

12. Release of Claims by Mr. Bateman . In consideration of the promises, covenants and agreements contained herein, Mr. Bateman, for himself and his heirs, successors, and assigns, hereby releases and forever discharges the Company and its officers, shareholders, directors, employees, agents, representatives, attorneys, parent, subsidiary and affiliated companies, successors and assigns, and each of them, of and from any and all claims, losses, demands, actions, causes of action, obligations, debts and/or liabilities (the " Bateman Released Claims ") relating to any matters of any kind, presently known or unknown, in law or in equity, arising out of any acts, omissions, events or facts which have occurred up to, and including the time of, the Effective Date.

a. The Bateman Released Claims released pursuant to the foregoing paragraph include, without limitation, any claims, losses, demands, actions, causes of action, obligations, debts, and/or liabilities resulting from or arising out of Mr. Bateman's employment by the Company, the termination thereof, or any transaction, event, action, dispute and/or activity related thereto, as well as any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employment Retirement Income Security Act, the Utah Anti-Discrimination Act, the Utah Payment of Wages Act, or any other federal, state or local statute prohibiting employment discrimination, harassment, or retaliation, or any claim for general, special, or other compensatory damages, consequential damages, punitive damages, back or front pay, fringe benefits, attorneys' fees, costs, or other damages or expenses, or any claim for injunctive relief or other equitable relief, or any claim for alleged wrongful discharge, breach of express or implied contract, breach of the covenant of good faith and fair dealing, termination in violation of public policy, negligence, negligent hiring, retention, or employment, invasion of privacy, defamation, intentional or negligent infliction of emotional distress, fraud, assault and battery, interference with contract or other economic opportunity, failure to pay wages due or other monies owed, failure to pay pension benefits, conversion, breach of duty, vicarious liability, or any claim arising under any federal or state statute or local ordinance regulating the health and/or safety of the workplace, or any other tort, contract or statutory claim.

b. Notwithstanding the terms of the foregoing paragraph, Mr. Bateman does not release the Company from any obligations it may have with respect of this Agreement or any of the following, except as otherwise expressly provided in this Separation Agreement: Mr. Bateman's right to the continuation of medical, dental and vision insurance coverage under COBRA; Mr. Bateman's rights under the Company's 401(k) Deferred Compensation Plan; Mr. Bateman's rights with respect to his stock options; the Company's obligations under the continuing provisions of the Employment Agreement, as set forth in Section 11 herein; the Company's indemnification obligations under Article VI of the Company's Bylaws, as amended and restated as of the date hereof, and the Company's obligations under this Agreement.

13. No Admission of Liability . Neither the execution of this Agreement, the consideration given for this Agreement, nor the performance of any of the terms of this Agreement shall constitute or be construed as any admission by the Company of any liability of any kind to Mr. Bateman, or by Mr. Bateman of any liability of any kind to the Company, which respective liability is expressly denied.

14. Employee's Acknowledgment of Notices Pertaining to the Release of ADEA Claims . By his execution of this Agreement, Employee acknowledges and agrees:

a. that this Agreement includes a release of all claims under the Age Discrimination in Employment Act (" ADEA ") arising up to and including the Effective Date of this Agreement, and that he has been advised of that fact and that he should fully consider this release before executing this Agreement;

b. that he has been given the opportunity to read this entire Agreement and has had all questions regarding its meaning and content answered to his satisfaction;

c. that he has been advised of his right to seek independent legal advice and counsel of his own choosing regarding this Agreement, and that he has availed himself of that right to the extent he desired to do so before signing this Agreement;

d. that he has been advised that he has twenty-one (21) days to consider this Agreement before signing it, and that he may revoke the Agreement within seven (7) calendar days after the date he signs it;

e. that he fully understands all of the provisions of this Agreement;

f. that the waiver and release of claims set forth herein is given in return for valuable consideration, as provided under the terms of this Agreement; and

g. that he is entering into this Agreement knowingly and voluntarily in exchange for the promises made in this Agreement and that no other representations or promises have been made to him to induce or influence his execution of this Agreement.

15. Time to Sign Agreement . In accordance with the Older Worker's Benefits Protection Act, Mr. Bateman may take up to twenty-one (21) days from the date of receipt of this Agreement in which to review and consider it, consult with counsel of his choosing about it, and sign the Agreement and deliver it to the Company. Mr. Bateman may sign the Agreement and deliver it to the Company before the end of the twenty-one (21) day period. If Mr. Bateman has not signed and returned the Agreement to the Company by the end of the twenty-one (21) day period, the offer shall be withdrawn automatically.

16. Time to Revoke Agreement . After signing this Agreement, Mr. Bateman shall have seven (7) days within which to revoke this Agreement in its entirety. If Mr. Bateman revokes this Agreement, he will not be entitled to the Termination Payment described above, and this Agreement will be ineffective and void. Mr. Bateman may revoke his acceptance of this Agreement by delivering or e-mailing to Paul Dailey, the Company's Chief Financial Officer, no later than the seventh (7th) day following the signing of this Agreement, a written notice revoking the acceptance of the Agreement. After the seven-day period has elapsed, Mr. Bateman shall not have the right to revoke or rescind this Agreement or the release contained herein.

17. Effective Date . The effective date of this Agreement shall be the eighth (8 ^th ) day after it has been signed by Mr. Bateman, provided the Agreement has not been revoked by Mr. Bateman within the revocation period referenced in the preceding Section (the " Effective Date ").

18. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and fully supersedes any and all prior agreements or understandings, oral or written, between the parties hereto pertaining to the subject matter hereof. Notwithstanding the foregoing, it is expressly understood and agreed by the parties that paragraphs 15-19 and 21 of the Employment Agreement shall remain in full force and effect, as provided above.

19. Choice of Law; Jurisdiction and Venue . This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Utah (without giving effect to its choice of law principles). Each of the parties submits to the jurisdiction of any state or federal court sitting in Utah, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto.

20. Waiver of Trial by Jury . THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY OR ANY AFFILIATE OF SUCH OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EMPLOYEE AND LVMC AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION WILL BE TRIED BY THE COURT WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT ANY RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, CLAIM, COUNTERCLAIM OR PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION THEREOF. THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

21. Cooperation by the Company . Upon Mr. Bateman's reasonable request, the Company shall take commercially reasonable steps to cooperate with Mr. Bateman in the timing of any payments hereunder to accommodate Mr. Bateman's personal tax planning, provided that, in the Company's sole discretion, such cooperation shall not be detrimental to the Company or inconsistent with or prohibited by any law, rule, regulation, court order, contract or plan document applicable to the Company.

22. Cooperation by Mr. Bateman . Mr. Bateman shall cooperate in all reasonable respects in connection with any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or otherwise) brought by or against the Company or any affiliate of the Company, to the extent the Company reasonably deems Mr. Bateman's cooperation necessary. Mr. Bateman shall be reimbursed for all out-of-pocket expenses reasonably incurred by him as a result of such cooperation.

23. Tax Withholding . The Company shall withhold from all payments made to Mr. Bateman hereunder all required amounts for income taxes and payroll taxes, both federal and state; provided that no withholding shall be required on amounts paid by the Company to Mr. Bateman for consulting services pursuant to paragraph 11 herein; and provided further , that no withholding shall be required on any expense reimbursements pursuant to paragraph 7 herein.

24. Severability . If any provision of this Agreement is held to be invalid, void or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

25. Headings . The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

26. Execution/Counterparts . This Agreement may be executed in counterparts, which counterparts, when so executed and delivered, shall be deemed to be an original, and all counterparts, taken together, shall constitute one and the same instrument. This Agreement may be executed by facsimile or email copy and such facsimile or email copy of an original signature shall be given the same force and effect of an original signature.

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[Signature page follows immediately]

IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement on the dates set forth below.

		EVANS & SUTHERLAND COMPUTER CORPORATION


Dated:	Sept. 2, 2016	By:	/s/ L. Tim Pierce
			L. Tim Pierce, Chairman of the Board


Dated:	31 Aug. 2016	/s/ David H. Bateman
		DAVID H. BATEMAN

Jonathan Shaw

Spitz Inc.

700 Brandywine Drive,

Chadds Ford, PA 19317

Re: Employment Agreement

Dear Jon:

This letter agreement sets forth the terms of your employment with Evans & Sutherland Computer Corporation, a Utah corporation (" E&S " or the " Company "), effective as of the commencement of your employment with the Company, as set forth in Section 2 below (the " Effective Date ").

1.	Position and Duties .

(a)

You will be employed by the Company as its Chief Executive Officer. In such position, you will have the duties and authority consistent with the duties and authority of a chief executive officer of a company in the information technology industry of a size comparable to E&S. The Company's Board of Directors (the " Board "), in its sole discretion, may alter, modify, or change your duties, offices, positions, responsibilities and obligations set forth in this Agreement at any time, consistent with the status of a senior executive of the Company. You accept employment with the Company on the terms and conditions set forth in this Agreement, and you agree to devote your full business time, judgment, energy and skills exclusively to the advancement of the business interests of the Company and its affiliates and to discharge your duties and responsibilities for them. You shall report directly to the Board. Your principal place of employment will be in Chadds Ford, Pennsylvania, except for required travel on Company business, including travel to the Company's headquarters in Salt Lake City, Utah, as necessary and appropriate. You will use best efforts to travel to the Company's headquarters in Salt Lake City, Utah, not less frequently than monthly.

(b)

You will agree to serve, without additional compensation, if elected or appointed thereto, in one or more executive offices of the Company or any affiliate of the Company, or as a member of the Board or board of directors of any affiliate of the Company; provided, however , that you are indemnified for serving in any and all such capacities on a basis no less favorable that is currently provided in the Company's bylaws, or otherwise.

Term of Employment . You will be employed by the Company commencing on September 2, 2016, until August 30, 2019, after which your employment term will automatically renew for additional terms of one (1) year each; provided that either you or the Company may give written notice of non-renewal, which notice period shall be a minimum of three (3) months before the end of the then-current term, and further provided, that either you or the Company may terminate your employment at any time, with or without cause, subject to the provisions of Sections 4, 5 and 6 below.

3.	Compensation . You will be compensated for your services to the Company as follows:

(a)

Base Salary : Commencing on the Effective Date, your annual base salary (" Base Salary ") shall be Three Hundred Thousand dollars ($300,000) payable bi-weekly in accordance with the Company's normal payroll practices. Base Salary shall be subject to periodic review and adjustment during the Term of this Agreement, but in no event shall Base Salary be reduced below Three Hundred Thousand dollars ($300,000).

(b)

Award of Options : As of the Effective Date, you will be granted incentive stock options to purchase up to One Hundred Twenty-five Thousand (125,000) in shares of the Company's common stock. Pursuant to the Company's 2014 Equity Incentive Plan (the " Equity Plan "), the options granted pursuant to this paragraph shall vest on each of the following dates: 20% on January 1, 2017; 20% on January 1, 2018; 20% on January 1, 2019; 20% on January 1, 2020; and 20% on January 1, 2021, all as more fully described in the Option Award Agreement dated as of the Effective Date between you and the Company. The above notwithstanding, in the event of a Change in Control all unvested equity grants, including options granted above, shall become immediately vested. The Option Award Agreement shall reflect the full vesting of options upon Change in Control.

(c)

Incentive Bonus : As determined annually by the Compensation Committee, you will be eligible to receive an annual bonus under the E&S Management Incentive Plan (the " MIP "). Your bonus under the MIP will be based upon the Company's and your achievement of various financial goals established and approved annually by the Board or the Compensation Committee. Nothing in this Agreement shall guaranty that you will receive an annual bonus or that any bonus awarded will be for a particular amount. Any bonus for a fiscal year will be paid within 90 days after the close of that fiscal year. The Company reserves the right to amend, change, or cancel the MIP at its sole discretion.

(d)

Benefits : You will have the right, on the same basis as other similarly-situated employees of the Company, to participate in and to receive benefits under any applicable benefit plans, as well as under the Company's business expense reimbursement and other policies. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law, including without limitation, applicable tax rules. You will accrue paid vacation in accordance with the Company's vacation policy. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

(e)	Withholding : All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

Voluntary Termination . In the event that you voluntarily resign from your employment with the Company without Good Reason (as defined in Section 5 ) you will be entitled to no compensation or benefits from the Company other than those earned under Section 3(a) and (e) through the date of your termination. You agree that if you voluntarily terminate your employment with the Company without Good Reason, you will provide the Company with 60 days' written notice of your resignation. The Company may, in its sole discretion, elect to waive all or any part of such notice period and accept your resignation at an earlier date.

Resignation for Good Reason . During your employment with the Company, you may terminate your employment for Good Reason within thirty (30) days of the event constituting Good Reason by delivering to the Company a notice specifying that you are terminating your employment for Good Reason, setting forth in reasonable detail the facts and circumstances you claim give you Good Reason, and giving the Company thirty (30) days to cure the circumstances you claim give you Good Reason. If you deliver such a notice and the Company fails to cure the circumstances you claim give you Good Reason within thirty (30) days resulting in a Separation (as defined in Section 6(c) ) then the Company shall pay you the same severance pay and benefits you would have received if your employment had been terminated without cause pursuant Section 6(b) of this Agreement, provided however , that you must sign a general release of known and unknown claims in the form attached hereto as Exhibit A in order to receive such severance. For purposes of this Agreement, " Good Reason " shall mean any of the following events if effected by the Company without your consent: (i) a material diminution of your duties, responsibilities, or authority; (ii) a material reduction of your Base Salary; (iii) a requirement that you report to a corporate officer or employee instead of reporting directly to the Board; (iv) a material change in the geographic location where you work; (v) the Company's failure to secure the written assumption of its material obligations under this Agreement from any successor to the Company; or (vi) a material breach of this Agreement by the Company which is not remedied within fifteen (15) business days following written notice from you.

6.	Other Termination . Your employment may be terminated by the Company under the circumstances set forth below.

(a)	Termination for Cause : If your employment is terminated by the Company for cause as defined below, you shall be entitled to no compensation or benefits from the Company other than those earned under Section 3(a) and (e) through the date of your termination for cause.

For purposes of this Agreement, a termination "for cause" occurs if you are terminated for any of the following reasons: (i) theft, dishonesty or falsification of any employment or Company records; (ii) improper disclosure of the Company's confidential or proprietary information resulting in damage to the Company; (iii) any action or omission by you that constitutes a knowing and material violation of the Company's policies and procedures; (iv) your failure or inability to perform any assigned duties after written notice from the Company to you of, and a reasonable opportunity to cure, such failure or inability; (v) your conviction (including any plea of guilty or no contest) of a felony, or of any other criminal act if that act impairs your ability to perform your duties under this Agreement or (vi) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. For purposes of this paragraph, "Company" shall mean E&S and its affiliates.

(b)

Termination Without Cause, Death or Disability : If a Separation occurs because your employment is terminated by the Company without cause or as a result of your death or Disability (as defined below), and if you sign a general release of known and unknown claims in form attached hereto as Exhibit A , you will receive severance payments equal to one hundred thirty-five percent (135%) of your Base Salary at the time of such termination; less applicable withholding, payable over a period of twelve (12) months after the date of the Separation. Severance payments will be made periodically in accordance with the Company's normal payroll schedule. You, your personal representative or guardian, as applicable, must execute and return the form of release attached hereto as Exhibit A to receive severance payments. The severance payments will commence on the date in which the release becomes irrevocable in accordance with its terms or applicable law. During the twelve-month severance period, the Company will also pay the premiums to continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage under the applicable rules. However, the Company's COBRA obligations shall immediately cease to the extent you become eligible for benefits from a subsequent employer.

(c)

Termination following Change of Control . If a Change of Control (as defined in the Equity Plan) occurs and within twelve (12) months following such Change of Control, your employment with the Company or its successor is terminated: (i) by the Company or its successor without cause; (ii) as a result of your death or Disability; or (iii) following your resignation for Good Reason, you shall be entitled to all separation payment and benefit set forth in Section 6(b) ; provided however , that the severance payments shall be made in a single lump sum upon execution and non-revocation of the form of release attached hereto as Exhibit A .

(d)

Definition of Separation . For purposes of this Agreement, " Separation " means a "separation from service," as defined in the regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the " Code "). For purposes of this Agreement, " Disability " means (i) your inability, by reason of physical or mental illness or other cause, to perform your duties hereunder on a full‑time basis for a period of ninety (90) days in any one year period, or (ii) in the discretion of the Board, as such term is defined in any disability insurance policy in effect at the Company during the time in question.

(e)

Commencement of Payments . For purposes of Section 409A of the Code, each salary continuation payment under Section 5 or 6(b) above is hereby designated as a separate payment. If the Company determines that you are a "specified employee" under Section 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 5 or 6(b) above, to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation and (ii) the installments that otherwise would have been paid during the first six months after your Separation will be paid in a lump sum when the salary continuation payments commence.

7.	Termination Obligations .

(a)

Return of Property . You agree that all property (including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts and computer-generated materials) furnished to you by the Company or any affiliate or created or prepared by you in the course of your employment belongs to the Company and shall be promptly returned to the Company upon termination of your employment.

(b)

Resignation and Cooperation . Following any termination of employment, you shall cooperate with the Company in the winding up of pending work on behalf of the Company or any affiliate and the orderly transfer of work to other employees. You shall also cooperate with the Company and any affiliate in the defense of any action brought by any third party against the Company that relates to your employment by the Company. The Company shall reimburse you for your time and reasonable expenses incurred in connection with such cooperation.

8.	Confidential Information .

(a)

You acknowledge that because of your position with the Company, you will have access to Confidential Information (as defined below) of the Company and its affiliates. Accordingly, you hereby agree that, during your employment and at all times thereafter, you will hold the Confidential Information of the Company and its affiliates in strict confidence and will neither use (for yourself or any third party) the information nor furnish, make available or disclose it to anyone, except to the extent necessary to carry out your responsibilities as an employee of the Company or as specifically authorized in writing by the Board. As used in this Agreement, " Confidential Information " means any information relating to the business or affairs of the Company and its affiliates, including, but not limited to information relating to financial statements, operations manuals, systems manuals, customer identities, customer profiles, customer preferences, partner or investor identities, employees, suppliers, advertising programs, target markets, servicing methods, equipment, programs, strategies and information, market analyses, profit margins, past, current or future marketing strategies, or any other proprietary information used by the Company or its affiliates; provided, however, that Confidential Information shall not include any information which is in the public domain or becomes known in the industry through no act or omission by you. You acknowledge that the Confidential Information is vital, sensitive, confidential and proprietary to the Company and that you are under a contractual and common law duty to not disclose the Confidential Information to any third party at any time. You acknowledge and agree that your non-disclosure obligation applies to all Confidential Information of the Company, no matter when you obtained knowledge of or access to such Confidential Information. You further acknowledge that the Company would not employ you or provide you with access to its Confidential Information, but for your promises and covenants contained in this Section 8 and elsewhere in this Agreement. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You shall promptly provide written notice of any such order to the Board.

(b)	Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 . Notwithstanding any other provision of this Agreement:

(i)

You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

(ii)

If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company's trade secrets to your attorney and use the trade secret information in the court proceeding if you: (A) file any document containing the trade secret under seal; and (B) do not disclose the trade secret, except pursuant to court order.

Ownership of Information and Property . You agree that all information and property of the Company or its affiliates that comes into your control or possession due to your relationship with the Company or any of its affiliates, including without limitation any Confidential Information, are and shall remain the property of the Company or an Affiliate, as applicable, and, at the Company's request, you shall promptly return all such information and property to the Company and provide to Company a written certificate confirming that all such information and property have been returned to the Company.

10.	Non-Competition and Non-Solicitation Covenants .

(a)

Prohibited Activities . During the Term of your employment and for twelve (12) months thereafter (the " Restricted Period "), in addition to your other obligations hereunder, you shall not, in any manner, directly or indirectly, (i) engage or invest in, (ii) own, manage, operate, finance, control, (iii) participate in the ownership, management, operation, financing, or control of, or (iv) be employed by, work for or with, or in any way assist any business or any person or entity that engages in the Restricted Business (as defined below) in the Restricted Territory (as defined below). For purposes of this Agreement, (x) " Restricted Business " means the business and operations that are the same or similar to those engaged in by the Company or its affiliates during your employment with the Company, or in which any of the Company or its affiliates has material plans to engage of which you are aware during the period of your employment with the Company, which business and operations include the business of advanced computer graphics technology for digital planetariums and full dome digital cinemas worldwide, full-dome education including projection systems, software, curriculum, lighting and audio and dome screens, and other architectural domes, spheres, and freeform structures; and (y) " Restricted Territory " means the geographic area where the Company and its affiliates conduct business. For purposes of this paragraph, " Company " shall mean E&S and its affiliates. For avoidance of doubt, a Restricted Business may take the form of a sole proprietorship, corporation, partnership, limited liability company, governmental or private entity or any other entity of whatever kind (including without limitation, a private equity fund) that engages in a Restricted Business.

(b)

Communication of Contents of Covenants . During the Restricted Period, you will communicate the contents of this Agreement to any person or entity that you intend to be retained or employed by, associated with, or represent and which you know is engaged in the Restricted Business or in a business that competes with the Company in the Restricted Business.

(c)

Non-Solicitation of Customers . You understand and acknowledge that because of your experience with and relationship to the Company, you will have access to and learn about much or all of the Company's customer information. " Customer Information " includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order preferences, chain of command, pricing information and other information identifying facts and circumstances specific to the customer and relevant to sales and services. You understand and acknowledge that loss of these customer relationships or goodwill will cause significant and irreparable harm to the Company. You agree and covenant that during the Restricted Period, you will not directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Company's current, former or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company.

(d)	Tolling of Covenants . If it is judicially determined that you have violated any of your obligations under this Agreement, then the Restricted Period will automatically be extended by a period of time equal in length to the period during which such violation or violations occurred.

(e)

Non-disparagement . You and the Company both agree and covenant that neither will at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the other or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers and other associated third parties. This section does not, in any way, restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.

(f)

Acknowledgments . You understand that the nature of your position gives you access to and knowledge of Confidential Information and places you in a position of trust and confidence with the Company. You further understand and acknowledge that the Company's ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by you is likely to result in unfair or unlawful competitive activity. You acknowledges that your obligations under this Section 10 (including the geographic boundaries, scope of prohibited activities and the time duration of the provisions) are reasonable in the context of the nature of the Restricted Business and the competitive injuries likely to be sustained by the Company if you were to violate such obligations, and are no broader than are necessary to protect the legitimate business interests of the Company. You further acknowledge that the Company would not have employed you in the absence of this Section 10 and your other covenants and representations and warranties made herein, which you acknowledge constitutes good, valuable and sufficient consideration.

11.

Severability . If any provision of this Agreement is deemed invalid, illegal or unenforceable, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected.

12.	Assignment . In view of the personal nature of the services to be performed under this Agreement by you, you cannot assign or transfer any of your obligations under this Agreement.

13.

Entire Agreement . This Agreement and the agreements referred to above constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior negotiations, representations or agreements between you and the Company regarding your employment, whether written or oral.

14.	Modification . This Agreement may only be modified or amended by a supplemental written agreement signed by you and an authorized representative of the Company.

15.	Governing Law . This Agreement, and all matters relating hereto, including any matter or dispute arising out of the Agreement, shall be interpreted, governed, and enforced according to the laws of the State of Utah, without regard to conflict of laws principals.

16.	Remedies and Jurisdiction .

(a) You hereby acknowledge and agree in addition to all other remedies available to the Company for a breach of this Agreement (including, without limitation, the right to recover damages), the Company shall be entitled to seek injunctive relief. To enforce the provisions of this Section 16(a) , the Company may seek relief from any court with proper jurisdiction.

(b) All claims, disputes and other matters in question between the parties arising under this Agreement, shall, unless otherwise provided herein, be decided by binding arbitration before a single independent arbitrator selected pursuant to Section 16(d) . TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, BREACH OF CONTRACT OR POLICY, OR EMPLOYMENT TORT COMMITTED BY THE COMPANY OR A REPRESENTATIVE OF THE COMPANY, INCLUDING CLAIMS OF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED PURSUANT TO THIS AGREEMENT AND THERE SHALL BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL. The arbitration hearing shall occur at a time and place convenient to the parties in Minneapolis, Minnesota, within thirty (30) days of selection or appointment of the arbitrator. The arbitration shall be governed by the National Rules for the Resolution of Employment Disputes of AAA in effect on the date of the first notice of demand for arbitration. The arbitrator shall issue written findings of fact and conclusions of law, and an award, within fifteen (15) days of the date of the hearing unless the parties otherwise agree.

(c) In cases of breach of contract or policy, damages shall be limited to contract damages. In cases of discrimination claims prohibited by statute, the arbitrator may direct payment consistent with the applicable statute. Issues of procedure, arbitrability, or confirmation of award shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1‑16.

(d) The parties shall select the arbitrator from a panel list made available by the AAA. If the parties are unable to agree to an arbitrator within ten (10) days of receipt of a demand for arbitration, the arbitrator will be chosen by alternatively striking from a list of five (5) arbitrators obtained by the Company from AAA. The Executive shall have the first strike.

17.	Attorneys' Fees . In any arbitration, court action or other adjudicative proceeding arising out of or relating to this Agreement or Employee's employment with the Company, each party shall pay its own attorneys', accountants', and experts' fees and costs of such proceeding(s).

18.	Section Headings . The section headings of this Agreement are inserted only for convenience and in no way define, limit, or describe the scope or intent of this Agreement nor affect its terms and provisions.

19.	Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement and no provision of this Agreement shall be construed against either party as the drafter thereof.

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

21.

EMPLOYEE ACKNOWLEDGEMENT . YOU HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT AND HAVE OBTAINED AND CONSIDERED THE ADVICE OF SUCH LEGAL COUNSEL TO THE EXTENT YOU DEEMS NECESSARY OR APPROPRIATE. YOU HAVE READ AND UNDERSTANDS THE AGREEMENT, ARE FULLY AWARE OF ITS LEGAL EFFECT, AND HAVE ENTERED INTO IT FREELY BASED ON YOUR OWN JUDGMENT AND NOT BASED ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

[Remainder of page left intentionally blank.

Signature page follows.]

Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this Agreement.

EVANS & SUTHERLAND COMPUTER CORPORATION

By: /s/ L. Tim Pierce

Title: Chairman

Accepted and agreed this 31 ^st day of August, 2016:

EMPLOYEE

By: /s/ Jonathan Shaw

Jonathan Shaw

EXHIBIT A

EXECUTIVE SEPARATION AND GENERAL RELEASE AGREEMENT

This Confidential Executive Separation and General Release Agreement (" Agreement ") is between Jonathan Shaw (" Executive ") and Evans & Sutherland Computer Corporation, a Utah corporation (" E&S " or the " Company "), as well as each and all of its parents, subsidiaries, and affiliates. Executive has been serving as President and Chief Executive Officer of the Company pursuant to an Employment Agreement dated as of September 1, 2016, as amended (the " Employment Agreement "). In consideration of the mutual promises recited in this Agreement, Executive and Company hereby agree:

1. General Terms of Termination . Executive's employment relationship with Company will terminate on [ ] (the " Separation Date "). Executive understands and acknowledges that through and including the Separation Date, that all of Company's human resources policies and practices remain in effect, and that Executive will continue to receive current base salary and will be entitled to participate in the same employee benefit and incentive compensation plans/programs as other similarly situated employees, subject to any restriction, limitation and discretionary authority specified in such plans and programs.

2. Other Compensation and Benefits . Executive understands that except as expressly provided for herein by this Agreement, all other compensation and benefit plans, policies and programs in which Executive participates in as a result of employment with Company, shall be administered pursuant to their terms, provisions and administrative practices and policies that are then in effect, as interpreted and applied by Company or the plan administrator(s) as applicable.

3. Separation Payment and Benefits . Company agrees to provide Executive with separation payment and benefits and described as follows:

(a) Separation Payment . Company will pay separation payments in the amount of [ ], which represents one hundred thirty-five percent (135%) of Executive's Base Salary as determined on the date of this Agreement. Payment of such amount shall commence immediately following the expiration of the revocation period set forth in Section 15 and shall be made [over a period of twelve (12) months][in a single lump sum].

(b) Vesting of Equity Compensation . Subject to the terms of the Company's 2014 Stock Incentive Plan (the " Equity Plan "), applicable awards and applicable law, Company will cause any outstanding, qualified option, non-qualified stock option, restricted stock unit and/or other equity awards provided pursuant to the Equity Plan to become vested to the extent not current vested. The shares associated with any vested awards (less any applicable tax withholding) will be issued or delivered to Executive in accordance with the terms of the applicable awards, the Equity Plan, and applicable law.

(c) COBRA Continuation . If Executive properly and timely elects to continue his medical, dental and vision insurance coverage (collectively, " health insurance coverage ") under Company's group medical, dental and vision insurance plans (collectively, " Continuation Coverage ") pursuant to the Consolidated Omnibus Budget Reconciliation Act (" COBRA "), Company shall reimburse Executive for payments made by him for such Continuation Coverage for him and his dependents who qualify for continuation coverage under COBRA for one (1) year following the Separation Date (the " COBRA Pay Period "). If Executive elects to continue COBRA coverage after the end of the COBRA Pay Period, such Continuation Coverage shall be entirely at his own expense. Notwithstanding the foregoing, if, during the COBRA Pay Period, Executive obtains insurance coverage through a new employer or Medicare, the Company shall have no further obligation to pay any portion of the premiums for Continuation Coverage under the Company's group health insurance plans.

4. General Release . In consideration of the promises, covenants and agreements contained herein, Executive, for himself and his heirs, successors, and assigns, hereby releases and forever discharges Company and its officers, shareholders, directors, employees, agents, representatives, attorneys, parent, subsidiary and affiliated companies, successors and assigns, and each of them, of and from any and all claims, losses, demands, actions, causes of action, obligations, debts and/or liabilities (the " Released Claims ") relating to any matters of any kind, presently known or unknown, in law or in equity, arising out of any acts, omissions, events or facts which have occurred up to, and including the time of, the Effective Date. The Released Claims released pursuant to the foregoing paragraph include, without limitation, any claims, losses, demands, actions, causes of action, obligations, debts, and/or liabilities resulting from or arising out of Executive's employment by Company, the termination thereof, or any transaction, event, action, dispute and/or activity related thereto, as well as any claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Family and Medical Leave Act, the Employment Retirement Income Security Act, the Utah Anti-Discrimination Act, the Utah Payment of Wages Act, or any other federal, state or local statute prohibiting employment discrimination, harassment, or retaliation, or any claim for general, special, or other compensatory damages, consequential damages, punitive damages, back or front pay, fringe benefits, attorneys' fees, costs, or other damages or expenses, or any claim for injunctive relief or other equitable relief, or any claim for alleged wrongful discharge, breach of express or implied contract, breach of the covenant of good faith and fair dealing, termination in violation of public policy, negligence, negligent hiring, retention, or employment, invasion of privacy, defamation, intentional or negligent infliction of emotional distress, fraudulent representation, fraudulent omission, assault, battery, interference with contract or other economic opportunity, failure to pay wages due or other monies owed, failure to pay pension benefits, conversion, breach of duty, vicarious liability, any claim arising under any federal or state statute or local ordinance regulating the health and/or safety of the workplace, or any other tort, contract or statutory claim.

5. Exclusions from General Release . This Agreement's general release provisions exclude: claims arising after Executive signs this Agreement; claims for breach of this Agreement; any claim for coverage under E&S's Directors and Officers insurance policy or any applicable indemnification agreement or policy; and claims that cannot be waived, such as for unemployment or worker's compensation.

6. Protected Rights . Employee understands that nothing contained in this Agreement limits Employee's ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (" Government Agencies "). Employee further understands that this Agreement does not limit Employee's ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit Employee's right to receive an award for information provided to any Government Agencies.

7. Cooperation and Assistance . Executive agrees to cooperate and assist in the investigation, prosecution or defense of any potential claims or concerns regarding Company's or any affiliates' business about which he has relevant knowledge, including: (i) by providing truthful information and testimony as reasonably requested by Company; and (ii) by providing truthful information and testimony with Government Agencies on matters pertaining to any investigation, litigation or administrative proceeding concerning Company or its affiliates. Company will reimburse Executive for reasonable time, travel and out‑of‑pocket expenses incurred in providing such cooperation and assistance after the Separation Date.

Except as provided for in Section 18 with regard to governmental reporting, Executive further agrees to inform Company of all subpoenas, correspondence, telephone calls, and requests for information, inquiries or other contacts he may receive from third parties, concerning any fact or circumstances known to him during his employment. Executive agrees to inform E&S within three (3) business days of each such contact. All notices and other communications Executive may provide Company as required to accomplish this obligation shall be in writing and shall be given by Executive in hand or by overnight delivery, with a signed receipt, shall be deemed effective as of the date delivered.

8. Indemnification . Company shall defend and indemnify Executive with respect to Executive's actions in the performance of Executive's duties arising from his employment and performance as an officer and employee through the Separation Date to the fullest extent permitted by the Company's Bylaws as in effect from time to time.

9. Non-Disparagement . Executive agrees not to criticize, make any negative comment about or otherwise disparage Company and its current officers and directors in any manner, whether orally or in writing and directly or indirectly, that when viewed objectively, appears calculated to disrupt or impair their normal, ongoing business operations, or to harm their reputation with employees, suppliers, customers, agents, shareholders or the public. Company agrees that it will instruct its executive officers and Directors, not to criticize, make any negative comment about or otherwise disparage Executive in any manner, whether orally or in writing and directly or indirectly, that when viewed objectively, appears calculated to disrupt or impair or to harm his reputation with prospective employers, employees, suppliers, customers, agents, shareholders or the public.

Executive further agrees not to provide testimony as an expert or paid witness on behalf of a party adverse to Company or its affiliates. This paragraph does not prohibit Executive from testifying pursuant to a subpoena or from accepting witness fees accompanying a subpoena, and this paragraph in no way limits Executive's right to report possible violations of law or regulation to Government Agencies; to file a charge with any governmental administrative agency or participate in any such agency investigation; nor from making other disclosures that are protected under whistleblower provisions of state or federal law or regulation.

10. Reference . Executive agrees to direct all inquiries regarding employment, including those from prospective employers to [ ].

11. Obligations Regarding Trade Secret and Company Confidential Information . Executive acknowledges that during his employment, he developed and has been exposed to trade secrets or Confidential Information (as defined in the Employment Agreement) regarding Company and its affiliates. Company considers such Confidential Information to be valuable and proprietary. Except as provided for in Section 18 with regard to governmental reporting, Executive acknowledges that he is under a continuing obligation to keep confidential, not disclose and not use any Confidential Information, except as specifically authorized by Company, pursuant to Section 8 of the Employment Agreement, which continues to be enforceable by Company according to its terms.

12. Obligations Regarding Non-Solicitation and Non-Competition . Executive acknowledges that he is obligated, during the Restricted Period (as defined in the Employment Agreement), not to directly or indirectly solicit, contact, attempt to contact or meet with the Company's current, former or prospective customers as more fully described in Section 10 of the Employment Agreement, which continues to be enforceable by Company according to its terms. Executive further acknowledges that he is obligated, during the Restricted Period not to engage in any Restricted Business (as defined in the Employment Agreement) in the Restricted Territory (as defined in the Employment Agreement) as more fully described in Section 10 of the Employment Agreement, which continues to be enforceable by Company according to its terms.

13. Breach by Executive . In the event of a breach by Executive of any of the provisions of this Agreement, including without limitation the duty to cooperate, confidentiality, non-solicitation, non-competition or non-disparagement provisions of this Agreement, Company's obligation to make any payment under this Agreement will immediately cease. Executive acknowledges that irreparable harm would result from any breach by Executive of the provisions of this Agreement, and that monetary damages alone would not provide adequate relief for any such breach. Accordingly, if Executive breaches or threatens to breach this Agreement, Executive consents to injunctive relief in favor of Company without the necessity of Company posting a bond.

14. Advice to Consult Legal Counsel . Since this Agreement includes a waiver of rights, including those rights falling under the Age Discrimination in Employment Act, Executive has been advised to consult an attorney before signing this Agreement.

15. Period to Consider Agreement . Executive agrees that he has at least twenty‑one (21) days from the day that he has been given this Agreement, not counting the day upon which he received it, to consider whether to sign the Agreement. If he signs the Agreement before the end of the 21‑day period, he agrees that he will have done so knowingly and voluntarily, without undue influence, duress or any type of pressure by Company.

16. Right to Revoke Agreement . Executive may rescind this Agreement at any time within seven (7) days after signing it, not counting the day upon which he signs it. This Agreement will not become effective or enforceable unless and until the 7‑day rescission period has expired without Executive rescinding it.

17. Procedure for Accepting or Rescinding the Agreement . To accept the terms of this Agreement, Executive agrees that he must deliver the Agreement, after having signed and dated it, to Company by hand or mail. If he decides to rescind the acceptance, the Executive must deliver to Company by hand or by mail a written, signed statement to announce that acceptance of this Agreement is rescinded. This statement must be delivered to Company within the 7‑day rescission period. Executive understands that all deliveries of acceptance or rescission to Company must be made to [ ].

18. Executive Acknowledgments . By signing this Separation Agreement, Executive agrees that: he has been advised to consult with legal counsel concerning the terms of this Agreement prior to signing it; that he is entering into this Separation Agreement knowingly and voluntarily; that he has been paid for all time worked; and that he has paid for all unused accrued paid vacation leave in accordance with Company's vacation leave policy. Executive also acknowledges and agrees to cooperate in the return of all property belonging to Company, including but not limited to identification badge, keys, key cards, files (in whatever form – including electronic files), records, computer access codes, computer passwords, computer hardware, computer programs, instruction manuals, business plans, as well as other documents prepared or received and other property used in connection with his employment.

19. Confidentiality . The parties mutually agree to keep the existence and terms of this Agreement, and the discussions between them regarding this Agreement, confidential and agree that neither the existence, the terms, nor the discussions with regarding this Agreement shall be disclosed or communicated in any manner except (i) as required by legal proceedings to secure compliance with or enforcement of the terms of this Agreement; (ii) in response to any proper subpoena, court order, or lawful discovery request in litigation; (iii) to Employee's spouse, domestic partner, or financial/legal advisors, all of whom shall agree to keep such information confidential; or (iv) as required by law. This provision also does not prohibit or restrict Executive (or his attorney) from responding to any inquiry about this Agreement or its underlying facts and circumstances by the Securities and Exchange Commission (" SEC ") or any other Government Agencies, nor does this confidentiality obligation require Executive to notify Company regarding any such reporting, disclosure or cooperation with SEC or any other entity or agency of the government.

20. Non-Admissions . The fact and terms of this Separation Agreement are not an admission by Company or by the Executive of liability or other wrongdoing under any law.

21. Internal Revenue Code Section 409A . The Parties agree that the separation payment made pursuant to this Agreement does not constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (" Section 409A "). Specifically, the separation payment described in this Agreement will be made in a manner that will cause it to be a short-term deferral as described in Treas. Reg. § 1.409A-1(b)(4). This Agreement shall be implemented and construed in a manner to give effect to the foregoing. In no event whatsoever shall Company or any of its affiliates be liable for any tax, interest or penalties that may be imposed on Executive pursuant to Section 409A. Neither Company nor any of its affiliates have any obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or liability for any damages related thereto.

22. Entire Agreement and Enforceability . The Parties agree that this Agreement is the entire Agreement between them regarding the termination of their employment relationship, and that if any part of this Agreement is found to be invalid, the rest of the Agreement will be enforceable between them. Any changes to this Agreement after it was first presented to Executive, whether material or immaterial, do not restart the decision period described in the Section entitled "Period to Consider Agreement." Further, both parties agree that this Agreement shall be interpreted and enforced in accordance with the laws of the State of Utah. Notwithstanding any other provision of this Separation Agreement, it is expressly understood and agreed by the parties that Section 16 of the Employment Agreement shall remain in full force and effect.

_________________________
Executive Signature

Date: ____________________

EVANS & SUTHERLAND COMPUTER CORPORATION

By: ______________________

Title: _____________________

Date: _____________________

Kirk D Johnson

770 Komas Drive

Salt Lake City, UT 84018

Re: Employment Agreement

Dear Kirk:

1.	Position and Duties .

(a)

You will be employed by the Company as its President and Chief Operating Officer. In such position, you will have the duties and authority consistent with the duties and authority of a president and chief operating officer of a company in the information technology industry of a size comparable to E&S. The Company's Chief Executive Officer (the " CEO "), with the prior written approval of the Board of Directors of the Company, may alter, modify, or change your duties, offices, positions, responsibilities and obligations set forth in this Agreement at any time, consistent with the status of a senior executive of the Company. You accept employment with the Company on the terms and conditions set forth in this Agreement, and you agree to devote your full business time, judgment, energy and skills exclusively to the advancement of the business interests of the Company and its affiliates and to discharge your duties and responsibilities for them. You shall report directly to the CEO. Your principal place of employment will be at the Company's headquarters in Salt Lake City, Utah, except for required travel on Company business.

(b)

(c)

For so long as you continue in your role as the President and Chief Operating Officer of the Company, the Company shall permit you to attend all meetings of the Board in a non-voting observer capacity (except as expressly provided herein) and shall provide you with copies of all notices that it provides to members of the Board. You agree that so long as you shall exercise this observation right (i) you shall hold in strict confidence all information and materials that you may receive or be given access to in connection with meetings of the Board and to act in a fiduciary manner with respect to all information so provided, and (ii) the Board may withhold from you certain information or material furnished or made available to the Board or exclude you from certain confidential "closed sessions" of the Board if the furnishing or availability of such information or material or your presence at such "closed sessions" would jeopardize the Company's attorney-client privilege or if the Board otherwise reasonably so requires.

Term of Employment . You will be employed by the Company commencing on September 2, 2016, until August 31, 2019, after which your employment term will automatically renew for additional terms of one (1) year each; provided that either you or the Company may give written notice of non-renewal, which notice period shall be a minimum of three (3) months before the end of the then-current term, and further provided, that either you or the Company may terminate your employment at any time, with or without cause, subject to the provisions of Sections 4, 5 and 6 below.

3.	Compensation . You will be compensated for your services to the Company as follows:

(a)

Base Salary : Commencing on the Effective Date, your annual base salary (" Base Salary ") shall be Two Hundred Eighty-five Thousand dollars ($285,000) payable bi-weekly in accordance with the Company's normal payroll practices. Base Salary shall be subject to periodic review and adjustment during the Term of this Agreement, but in no event shall Base Salary be reduced below Two Hundred Eighty-five Thousand dollars ($285,000).

(b)

Award of Options : As of the Effective Date, you will be granted incentive stock options to purchase up to One Hundred Thousand (100,000) in shares of the Company's common stock. Pursuant to the Company's 2014 Equity Incentive Plan (the " Equity Plan "), the options granted pursuant to this paragraph shall vest on each of the following dates: 20% on January 1, 2017; 20% on January 1, 2018; 20% on January 1, 2019; 20% on January 1, 2020; and 20% on January 1, 2021, all as more fully described in the Option Award Agreement dated as of the Effective Date between you and the Company. The above notwithstanding, in the event of a Change in Control all unvested equity grants, including options granted above, shall become immediately vested.

(c)

(d)

(e)	Withholding : All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

Resignation for Good Reason . During your employment with the Company, you may terminate your employment for Good Reason within thirty (30) days of the event constituting Good Reason by delivering to the Company a notice specifying that you are terminating your employment for Good Reason, setting forth in reasonable detail the facts and circumstances you claim give you Good Reason, and giving the Company thirty (30) days to cure the circumstances you claim give you Good Reason. If you deliver such a notice and the Company fails to cure the circumstances you claim give you Good Reason within thirty (30) days resulting in a Separation (as defined in Section 6(c) ) then the Company shall pay you the same severance pay and benefits you would have received if your employment had been terminated without cause pursuant Section 6(b) of this Agreement, provided however , that you must sign a general release of known and unknown claims in the form attached hereto as Exhibit A in order to receive such severance. For purposes of this Agreement, " Good Reason " shall mean any of the following events if effected by the Company without your consent: (i) a material diminution of your duties, responsibilities, or authority; (ii) a material reduction of your Base Salary; (iii) a material change in the geographic location where you work; (iv) the Company's failure to secure the written assumption of its material obligations under this Agreement from any successor to the Company; or (v) a material breach of this Agreement by the Company which is not remedied within fifteen (15) business days following written notice from you.

6.	Other Termination . Your employment may be terminated by the Company under the circumstances set forth below.

(a)	Termination for Cause : If your employment is terminated by the Company for cause as defined below, you shall be entitled to no compensation or benefits from the Company other than those earned under Section 3(a) and (e) through the date of your termination for cause.

For purposes of this Agreement, a termination " for cause " occurs if you are terminated for any of the following reasons: (i) theft, dishonesty or falsification of any employment or Company records; (ii) improper disclosure of the Company's confidential or proprietary information resulting in damage to the Company; (iii) any action or omission by you that constitutes a knowing and material violation of the Company's policies and procedures; (iv) your failure or inability to perform any assigned duties after written notice from the Company to you of, and a reasonable opportunity to cure, such failure or inability; (v) your conviction (including any plea of guilty or no contest) of a felony, or of any other criminal act if that act impairs your ability to perform your duties under this Agreement or (vi) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. For purposes of this paragraph, "Company" shall mean E&S and its affiliates.

(b)

Termination Without Cause, Death or Disability : If a Separation occurs because your employment is terminated by the Company without cause or as a result of your death or Disability (as defined below), and if you sign a general release of known and unknown claims in form attached hereto as Exhibit A , you will receive severance payments equal to one hundred thirty-five (135%) of your Base Salary at the time of such termination; less applicable withholding, payable over a period of twelve (12) months after the date of the Separation. Severance payments will be made periodically in accordance with the Company's normal payroll schedule. You, your personal representative or guardian, as applicable, must execute and return the form of release attached hereto as Exhibit A to receive severance payments. The severance payments will commence on the date in which the release becomes irrevocable in accordance with its terms or applicable law. During the twelve-month severance period, the Company will also pay the premiums to continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage under the applicable rules. However, the Company's COBRA obligations shall immediately cease to the extent you become eligible for benefits from a subsequent employer.

(c)

(d)

(e)

7.	Termination Obligations .

(a)

(b)

8.	Confidential Information .

(a)

(b)	Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 . Notwithstanding any other provision of this Agreement:

(i)

(ii)

10.	Non-Competition and Non-Solicitation Covenants .

(a)

(b)

(c)

(d)	Tolling of Covenants . If it is judicially determined that you have violated any of your obligations under this Agreement, then the Restricted Period will automatically be extended by a period of time equal in length to the period during which such violation or violations occurred.

(e)

(f)

11.

12.	Assignment . In view of the personal nature of the services to be performed under this Agreement by you, you cannot assign or transfer any of your obligations under this Agreement.

13.

14.	Modification . This Agreement may only be modified or amended by a supplemental written agreement signed by you and an authorized representative of the Company.

15.	Governing Law . This Agreement, and all matters relating hereto, including any matter or dispute arising out of the Agreement, shall be interpreted, governed, and enforced according to the laws of the State of Utah, without regard to conflict of laws principals.

16.	Remedies and Jurisdiction .

17.	Attorneys' Fees . In any arbitration, court action or other adjudicative proceeding arising out of or relating to this Agreement or Employee's employment with the Company, each party shall pay its own attorneys', accountants', and experts' fees and costs of such proceeding(s).

18.	Section Headings . The section headings of this Agreement are inserted only for convenience and in no way define, limit, or describe the scope or intent of this Agreement nor affect its terms and provisions.

19.	Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement and no provision of this Agreement shall be construed against either party as the drafter thereof.

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

21.

[Remainder of page left intentionally blank.

Signature page follows.]

Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this Agreement.

EVANS & SUTHERLAND COMPUTER CORPORATION

By: /s/ L. Tim Pierce

Title: Chairman

Accepted and agreed this 1 ^st day of September, 2016:

EMPLOYEE

By: /s/ Kirk D. Johnson

Kirk D Johnson

EXHIBIT A

EXECUTIVE SEPARATION AND GENERAL RELEASE AGREEMENT

This Confidential Executive Separation and General Release Agreement (" Agreement ") is between Kirk D Johnson (" Executive ") and Evans & Sutherland Computer Corporation, a Utah corporation (" E&S " or the " Company "), as well as each and all of its parents, subsidiaries, and affiliates. Executive has been serving as President and Chief Operating Officer of the Company pursuant to an Employment Agreement dated as of September 1, 2016, as amended (the " Employment Agreement "). In consideration of the mutual promises recited in this Agreement, Executive and Company hereby agree:

3. Separation Payment and Benefits . Company agrees to provide Executive with separation payment and benefits and described as follows:

10. Reference . Executive agrees to direct all inquiries regarding employment, including those from prospective employers to [ ].

20. Non-Admissions . The fact and terms of this Separation Agreement are not an admission by Company or by the Executive of liability or other wrongdoing under any law.

_________________________
Executive Signature

Date: ____________________

EVANS & SUTHERLAND COMPUTER CORPORATION

By: ______________________

Title: _____________________

Date: _____________________

Evans & Sutherland Computer Corporation

Announces New CEO, Jonathan Shaw,

President & COO, Kirk Johnson

David Bateman retires as CEO and Board member

SALT LAKE CITY – September 6, 2016 – Evans & Sutherland Computer Corporation ( Pink Sheets: ESCC), today announced the appointment of Jonathan Shaw as Chief Executive Officer and a member of the Board of Directors in connection with the retirement of David Bateman as the Company ' s CEO and Board member, and the promotion of Kirk Johnson to President and Chief Operating Officer, both effective immediately. Mr. Johnson will report to Mr. Shaw. As members of the E&S Executive Management Team, they will work closely together on product and strategy development, marketing and sales to drive value to our customers, shareholders and employees.

"We are extremely pleased that Jon has accepted the role of CEO of E&S," said L. Tim Pierce, Chairman of the Board of the Company. "Jon has served as the President of our wholly owned subsidiary, Spitz, Inc., for more than 14 years. He has led all of the major initiatives that have resulted in Spitz becoming a world leader in supplying dome projection screens, education-focused planetariums , unique architectural structures and developing opportunities in theme parks . "

" I am honored to be given the opportunity to be E&S ' s next CEO. It is a privilege to be part of an organization with such a rich history and capability. I look forward to working with the Board and the very talented staff at E&S and Spitz to pursue future growth opportunities and to maximize the value of our shareholders ' investment, " said Mr. Shaw.

Throughout his career, Mr. Shaw has successfully held senior-level positions in operations, manufacturing, sales, product management, marketing and general management. Mr. Shaw was appointed President and Chief Executive Officer of E&S's subsidiary, Spitz, Inc., in November 2001, where he held various management positions since 1985. Prior to Spitz, Jon held several engineering positions with Mobil Oil Corporation. He holds a BS in Engineering from the University of Delaware and an MBA from Widener University.

Kirk Johnson will assume the role of President and Chief Operating Officer. Mr. Johnson was appointed Vice President and General Manager of E&S ' s Digital Theater Division in 2002. He joined E&S in 1990 and held various engineering and management positions prior to his VP role. Prior to E&S, Mr. Johnson worked as an FCC compliance and regulatory engineer and project manager at Communication Certification Laboratory. He holds a BS in Electrical Engineering and an MBA, both from the University of Utah.

"We congratulate Kirk in his new role at E&S. It is very exciting to have him expand his role on our Executive Management Team which will allow him to utilize the skills, relationships and industry knowledge that he has gained while working at E&S for the last 26 years," said Mr. Pierce.

" I look forward to working with the Board, Jon and our employees to continue to provide the exceptional products and services that our customers have come to expect from E&S. I am excited to more fully integrate E&S and Spitz in order to consolidate costs, increase profitability and grow our business, " said Mr. Johnson.

"The entire Company is very grateful for the steady leadership Dave Bateman has brought to his 10 years of service as our CEO, " Mr. Pierce said. " Dave has tirelessly worked to resolve many significant challenges faced by the Company, including the very important 2014 resolution of the liabilities associated with the Company ' s pension plan. He has been a great leader and colleague and we wish him the best in retirement as he moves to this next phase of his life. "

For more information about Evans & Sutherland Computer Corporation and its product offerings, please visit es.com and spitzinc.com .

About Evans & Sutherland Computer Corporation:

Evans & Sutherland Computer Corporation, based in Salt Lake City, is the world leader in the production of high-quality advanced visual display systems used primarily in full-dome video projection applications, dome projection screens, dome architectural treatments, and unique content for planetariums, schools, science centers, other educational institutions, and entertainment venues. With a nearly 50-year history in computer graphics, E&S is widely regarded as both a pioneer and a leader in providing the world's most compelling full-dome digital theater and planetarium systems , as well as original full-dome shows. With our subsidiary, Spitz, Inc., and its over 60-year history as a leading supplier of planetarium systems, dome projection screens and other dome displays, E&S supplies premier total system solutions for its digital theater markets as well as customized domes and other unique geometric structures in the architectural market. For more information, visit es.com and spitzinc.com .

Media and Investor Relations:

Contact: Paul Dailey, CFO

pdailey@es.com

(801) 588 - 1654