Exhibit 10.1


 


Brian
LeClair


1036
Main Street


Hingham,
MA 02043


 


May 19,
2008


 


Dear
Brian,


 


On
behalf of MFIC, I am pleased to offer you the position of Chief Financial
Officer.  In this position you will be
reporting directly to our CEO, Michael Ferrara and you will be a member of the
company leadership team.  Upon approval
of the Board of Directors, you will be made an Officer of the company.


 


Your
compensation will include a base salary and a variable bonus potential.  Your annual base salary will be $190,000
payable bi-weekly.  Your annual salary
will be eligible for a yearly review and will be measured by comparable market
data and company and individual performance (KRA’s).


 


You
will be eligible for a variable bonus of a potential 25% annualized, based upon
achieving specific goals for the twelve month period.  The variable bonus will be 70% based on
company performance EBITDA-2008 (-500k) and 30% based upon the achievement of
personal KRA’s to be established by 7/1/2008.


 


You
will accrue three weeks vacation during each of your first five years of
employment with the company.  The
vacation will start off with two weeks from the first day of employment. The
company observes 10 national holidays (8 plus two floating holidays).


 


You
will be eligible to participate in all of the Company’s standard employment
plans, including health medical/dental/vision, long term disability, term life
insurance, and 401(k) plan.


 


In
addition, you will receive options to purchase MFIC common stock. The offer of
stock under our ISO plan is 80,000 shares. 
You will become vested in these options at the rate of 25% per year. The
compensation committee of the Board of Directors may approve additional yearly
option grants.


 


In
the event of a termination without cause you will receive a severance package
which is a 90 days with benefits. Your severance package will be180 days if it
is the result of a change in control. The severance term for a termination
without cause will be reviewed by the CEO and the Board on or before 12/31/2008.  In no case will the term be subject to a
decrease.  This package is subject to a
signed release statement that will include non-disclosure, non-disparagement,
and non-compete (six month) clauses.


 


Please
be aware that all employees are required to sign a “Patent and Trade Secrets
Agreement” as a condition of employment. 
This offer is conditional upon the successful completion of a background
check prior to official date of hire.  If
you have any questions please do not hesitate to contact me.


 


We
would like you to start employment on June 2nd.  We would very much appreciate it if you would
return a signed copy of this offer letter.


 

















 


We
are very much looking forward to your joining Microfluidics.  I am certain this position will be one that
you find very exciting and rewarding, and in which your talents will make a
significant contribution to the success and growth of the company.


 


Yours
Sincerely,


 


 


	
  /s/
  Jody Buck

  	
   

  



 


Jody
Buck,


Human
Resources Manager


 


 


Acceptance:  Brian LeClair


 


 


	
  Signed:

  	
  /s/
  Brian LeClair

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  5/21/08

  	
   

  



 


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