Exhibit 10.16


 





 


November 24, 2015


 


Mr. Kenneth Gayron


[personal address redacted]


 


Via email to: [personal email address redacted]


 


Dear Kenneth,


 


We are pleased to offer you the position
of Chief Financial Officer with Numerex reporting to Marc Zionts, Chief Executive Officer.


 


We are eager to get you on board and would
like you to formally accept this offer by Wednesday, December 2nd and start work at Numerex on January 4, 2016 (although we understand
your actual starting date may be impacted depending on when the sale of your current employer closes). If you plan on accepting
this offer, please contact me to confirm your likely start date.


 


Shortly after you begin working, Marc will
establish specific short and longer-term goals with you. Aside from your specific job requirements, you will be expected to contribute
to our overall business and cultural growth by, among other things, helping colleagues achieve their goals and contributing to
the development of company-wide intellectual capital.


 


We have developed a competitive compensation
package commensurate with your extensive experience and abilities.


 


Base Pay


 


You will earn base pay at an annualized
pre-tax rate of $300,000 payable twice a month.


 


Bonus


 


You will participate in our Executive Bonus Plan with an annual
bonus targeted at 50% of base pay ($150,000). For 2016, this bonus can range from 0% to 75% of base pay depending on Numerex’s
achievement against four key financial targets, weighted equally: the percentage of our total revenue that is recurring revenue,
gross margin percentage, percentage growth in revenue and percentage growth in EBITDA.


 


Equity


 


Subsequent to your hire, management will
recommend to the Compensation Committee of the Board of Directors that you be granted 46,150 restricted share units (RSUs) and
92,300 stock options. These equity grants will vest in accordance with Numerex’s current standard vesting terms: 25%/year
for four years. Vesting is accelerated upon the occurrence of a Change-in-Control.


 


At Numerex’s prevailing share price
of $6.50/share, the equity grants have an approximate present value of 200% of your base pay ($600,000) split 50%/50% in value
between RSUs and options.


 


In addition to the one-time grant at hire,
you will be eligible for annual equity grants with a targeted present value equal to 50% of your base pay. These grants are usually
made on or around our annual shareholder’s meeting held in the spring.


 


3330 Cumberland Boulevard, Suite 700
Atlanta, GA 30339 770.693.5950 ww.numerex.com


 




     


     


    

 


Mr. Kenneth Gayron


November 24th, 2015


Page 2 of 3


 


No Equity is granted until approved by
the Compensation Committee.


 


Associate Benefits 


 


You will be entitled to the benefits generally
provided to Numerex associates. Numerex currently offers medical, dental, vision, 401(k), paid-time-off and life insurance plans.


 


The 401(k) plan includes a company match
of 50% of your pre-tax deferrals up to 6% of semi-monthly compensation (i.e., a 3% match) subject to Internal Revenue Code limitations
on contributions. Under the paid-time-off plan, you will accrue 15 days of vacation per year, have two elective holidays which
can be taken at any time, and be able to take up to seven paid days off in the event of illness. This is in addition to the standard
Company-wide holidays (e.g., Thanksgiving, Christmas).


 


SEVERANCE AND CHANGE IN CONTROL 


 


Management will recommend to the Compensation
Committee that Numerex enter into a severance and change in control agreement with you with the following key terms:


 


		·	12 months of base pay in the event you
are terminated by Numerex or any successor organization without Cause or resign for Good Reason. 



 


		·	All outstanding equity grants will be
vested in the event of a change-in-control.



 


COMPANY POLICIES AND EMPLOYMENT REQUIREMENTS


 


By accepting employment with Numerex, we
expect that you will maintain all information about its operations, customers, and associates as confidential and, in the event
that you leave Numerex, refrain from competition with the firm.


 


As a condition of your employment, you
are required to sign the attached Business Protection Agreement. Employment is further contingent upon demonstrating you have the
legal right to work in the United States without sponsorship by Numerex, passing a drug test, and a satisfactory background and
reference check. The background check may include a review of your credit history.


 


If you accept this offer, please email
a signed copy of this offer letter and Business Protection Agreement to me at [email address redacted].


 


Unless formally accepted beforehand, this
offer will expire at the close of business on December 2nd.


 


This letter covers all the principal aspects
of our offer and does not create a contract of employment or a contract for benefits. Your employment relationship with the Company
is at-will. At either your option or the Company's option, your employment may be terminated at any time, with or without cause
or notice.


 


Kenneth, we are excited about the prospect
of you joining Numerex and helping us continue our growth; your experience, track record of success and integrity is a wonderful
fit with our culture.


 


Please feel free to contact me or Marc
if you have any questions or would like to discuss any aspect of this offer.


 


 






 





SIGNATURE PAGE TO FOLLOW


 




     


     


    

 


Mr. Kenneth Gayron


November 24th, 2015


Page 3  of 3



 


Sincerely,


 


/s/
John Markson


John
Markson


VP,
Human Resources


 


	Accepted:	 	 
	 	 	 
	SIGNATURE:	 	DATE:
	 	 	 
	/s/ Kenneth Gayron	 	12/1/2015
	 	 	 
	Mr. Kenneth Gayron	 	 
	 	 	 
	Cc:  Marc Zionts	 	 
	 	 	 
	[Standard Business Protection Agreement Redacted]