EXHIBIT 10.6
MANSUR
INDUSTRIES
PAUL L. MANSUR
CHIEF EXECUTIVE OFFICER
November 21, 1995
Mr. Charles W. Profilet
640 East Lake Dasha Drive
Plantation, Florida 33324-3134
RE: EMPLOYMENT AGREEMENT
Dear Mr. Profilet:
Mansur Industries Inc. (the "Company") is pleased to offer you the top
management position of VICE PRESIDENT BUSINESS DEVELOPMENT, commencing on or
about November 27th, 1995, subject to the conditions set forth below.
The responsibilities of the position will include all aspects of overall
management of the Company's sales, marketing and other business development
efforts as outlined in Appendix A attached hereto. The position will report to
the President.
The following represents the starting compensation package that the Company is
offering:
1 - Base Salary: $80,000.00 per annum payable semi-monthly.
2 - Incentives: Commissions payable monthly on total Company new units sold
in the United States (excluding units placed as a result of
acquisitions) ranging from $5.00 per unit for parts washers
to $25.00 per unit for jet washers. Incentives are based on
full 60 month leases. Leases under 60 months shall earn
incentives on a pro-rata basis. Incentives are payable
monthly upon receipt of payment from the customer or the
leasing company. All or any fractional part of monthly
incentives earned may be converted, at your option, to
Company stock at the current publicly traded closing price of
the stock on the date of the incentive payment, less a ten
(10%) percent discount, such discount to be periodically
reviewed and adjusted by the Board of Directors. The right to
convert any part of your monthly incentives into Company
stock is conditioned upon a successful Initial Public
Offering (the "IPO") and, pursuant to the regulations of the
SEC, on the obtainment of an opinion from Company counsel
that you meet the qualifications to purchase such shares.
Nothing contained herein shall be deemed an offer with
respect to purchase of Company stock. Prior to the Company's
IPO, incentives may be accumulated and converted on the basis
of the IPO OFFERING PRICE.
3 - Reallocation During the first year of your employment, to equitably
Option: compensate you for initial sales ramp up, manufacturing
undercapacity or other possible delays outside of your
control and responsibility, you may elect to allocate a
portion of your incentive compensation to Company stock on
the basis of the following formula: $1.50 in unit commission
incentives for parts washers (and corresponding pro-rata
reduction on other products), may be reallocated, at your
option, during the first year of your employment, to a
monthly award of Company stock equal to $1,500 of stock (at
the publicly traded closing price of the stock on the date of
each monthly incentive payment). Prior to the Company's IPO,
incentives may be accumulated and converted on the basis of
the IPO OFFERING PRICE.
Page 2 Mr. Charles W. Profilet November 21, 1995
4 - Profit Participation in the Company's annual executive profit
Sharing: sharing awards when and if adopted, to be determined
annually by a committee of the Board of Directors.
5 - Stock Plans: Participation in the Company's annual executive stock awards
or stock option awards, when and if adopted, to be determined
annually by a committee of the Board of Directors. The date
of implementation of the stock option plan to be determined
by the Board of Directors after the Company's IPO.
6 - Other A salary continuance guarantee, effective 90 days after your
Benefits: employment commences, will guarantee you the payment of your
full base salary until the earlier of your securing new
employment or six months, if you are terminated by the
Company during the first year of employment for any reason
other than acts of dishonesty, malfeasance or other
impropriety.
Two weeks paid vacation first year. Additional vacation in
accordance with Company policy when adopted.
Car allowance of $400.00 per month to be paid by the Company.
Health insurance coverage will be excluded.
Mobile telephone expenses paid by the Company subject to a
maximum of $200.00 per month.
Standard Company travel and sales related expenses to be paid
by the Company.
The offer for employment is subject, in all respects, to the execution of non-
circumvention nondisclosure agreements.
The Company looks forward to your joining its top management team.
Very truly yours,
/s/ PAUL L. MANSUR
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Paul L. Mansur
AGREED TO BY: Charles W. Profilet
/s/ CHARLES W. PROFILET
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Charles W. Profilet