exhibit10_6.htm


    

      Exhibit
10.6

      


      March 14,
2008

      


      Mr.
Michael R. Elia

      8417
Arbory Hill Court

      Dublin,
OH 43017

      


      Dear
Mike:

      


      I am
pleased to offer you the position of Executive Vice President and Chief
Financial Officer for Gerber Scientific, Inc.  Marc Giles is very
optimistic about the significant contribution you can make to our company’s
future.

      


      Following
are the principal terms of our offer:

      


      1.   DATE
OF EMPLOYMENT:

      Your
employment with Gerber will commence on, or at your option before, April 15,
2008.  Human Resources will provide an orientation at 8:30
A.M.

      


      2.   COMPENSATION:

      You will
be a full-time salaried exempt employee, and your base salary for this position
is $13,461.54 payable on a bi-weekly basis ($350,000 annualized).

      


      3.   ANNUAL
INCENTIVE

      You will
be eligible to participate in the Gerber Scientific, Inc. Incentive Bonus Plan.
Your bonus target will be 60% of base salary, if we achieve 100% of
target.  The range of bonus will be between zero and a maximum of 120%
of base salary depending on attainment of our objectives. You will be eligible
for the fiscal year 2009 bonus program depending on company performance and
calculated on the same basis as other corporate managers. For fiscal year 2009
your bonus is guaranteed to be a minimum of $50,000. Our fiscal year ends April
30 and bonus payments are scheduled for July.

      


      4.   STOCK:

      You will
be eligible to participate in the Gerber Scientific, Inc. Employee Stock Plan.
The Plan is administered by the Management Development and Compensation
Committee (MDCC) of the Board of Directors of Gerber Scientific, Inc.
(Board).  Subject to approval of the MDCC, you will be awarded options
to purchase 100,000 shares of Gerber Common Stock. The option price will be the
closing price of Gerber stock on the effective date of the grant and the options
will vest on their second anniversary. In addition, you will be granted 20,000
shares of restricted stock which will also vest on their second
anniversary.

      


      Future
grants of stock options and restricted shares are at the discretion of the
committee. Grants have been made on an annual basis late in the calendar year.
The plan is for future grants to be a mix of restricted shares and stock
options. Grants are based on position, individual performance
and


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      company
results.

      


      5.   BENEFITS:

      You are
eligible to participate in Gerber’s comprehensive benefit program offered to
salaried employees as described in the enclosed "Summary of
Benefits."  If you have any questions, please feel free to contact
Debbie Mathiau, Benefits Analyst, at 860.871.3885.

      


      Your
beginning vacation accrual rate is set at three weeks per year instead of the
two weeks defined in our vacation policy.

      


      Upon
election by the Board as an Officer of the Corporation, you will be covered by
the Executive Severance Policy which includes one-year severance for an
Executive Vice President.  You will be offered a Change in Control
Agreement, subject to Board approval, which includes two and one-half years for
an Executive Vice President. Please see the enclosed documents for
details.

      


      6.    SIGNING
BONUS

      You will
be paid a total signing bonus of $100,000, less applicable withholding. $50,000
paid within 15 days of your start date and $50,000 upon relocation, which is
defined as the purchase of a home.

      


      7.    RELOCATION

      Your
relocation package includes the following:

      
        	
                ·  

              	
                Customary
      fees paid at closing on the sale of your current
  residence

              


      

      
        	
                ·  

              	
                Realtor
      fees up to 6% on the sale of your current
  residence

              


      

      
        	
                ·  

              	
                Moving
      expenses including packing, but not
unpacking

              


      

      
        	
                ·  

              	
                Temporary
      housing through August 2009

              


      

      
        	
                ·  

              	
                Customary
      fees paid at closing on your new residence, but not
  points

              


      

      
        	
                ·  

              	
                Two
      house hunting trips for you and/or your
family

              


      

      
        	
                ·  

              	
                Travel
      back and forth to Ohio through August 2009 as agreed with the
      CEO

              


      

      


      8.   DRUG
TEST:

      Gerber
has a mandatory drug-testing program for all new
employees.  Employment is contingent upon a negative test
result.  Results must be in before employment starts.

      


      9.    PROOF
OF ELIGIBILITY TO WORK IN U.S.

      The
Immigration Reform and Control Act require that evidence of authorization to
legally work in the U.S. as well as positive identification be provided to the
employer at the start of employment. Therefore, it will be necessary for you to
submit to the Human Resources Department documents that satisfy this requirement
as described on the enclosed form.

      


      10.   CONFIDENTIALITY
AGREEMENT

      All
employees are required as a condition of employment to read and sign Gerber's
Confidentiality and Inventions Agreement. Gerber extends this job offer to you
on the basis of your business and/or technical skills, which, you have
demonstrated to us. We expect you to honor any and all obligations regarding
proprietary and confidential information, which you may have obtained from any
former


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      employers
just as we expect that you will refrain from disclosing to third parties any
confidential and proprietary information you may learn while employed at Gerber.
It is the individual responsibility of all Gerber employees to fully comply with
and honor all of their obligations regarding information of a confidential or
proprietary nature.

      


      In
consideration of your employment with Gerber, you agree to conform to the rules
and regulations of the company and understand that your employment and
compensation can be terminated, with or without notice, at any time at the
option of either Gerber or yourself.

      


      Mike, I
believe this position will offer you a tremendous career opportunity and
everyone looks forward to working with you.

      


      Please
acknowledge acceptance of our offer of employment by signing one copy of this
letter and returning it to me.

      


      Sincerely,

      


      /s/ Jay
Wickliff

      Jay
Wickliff                                                               /s/  Michael R.
Elia              3/15/08             

      VP,
Global Human
Resources                                 Michael
R.
Elia                     Date

      


      Enclosures