Exhibit 10.8


 





 


August 7, 2009


 


Victoria Strauss


1328 Cherrywood Way

Uniontown, OH 44685


 


Dear Vickie:


 


This will confirm our offer to employ you as Senior
Vice President — Operations Development and Customer Service of NuCO2 Management LLC (together with its affiliates,
the “Company”). We are pleased to extend this offer and we are looking forward
to you joining our senior management team. 
In this new position, you will report directly to Michael DeDomenico,
Chairman and Chief Executive Officer of the Company. We look forward to your September 8,
2009 employment date.


 


1.             Base
Salary: $260,000.00 per annum, payable in accordance with the Company’s
regular payment practices.


 


2.             Incentive
Compensation: Your eligible incentive compensation target is equal to 50%
of your base salary and is determined by your individual performance and the
Company’s relative performance of its annual financial and operating
objectives. For FY 2010, you will have a guaranteed incentive compensation
payment of $150,000.00 payable no later than September 15, 2010, provided
that you are an employee of the Company on June 30, 2010.


 


3.             Start
Bonus: $100,000.00 start bonus payable in one payment upon the start of
employment with the Company. Payment of the start bonus will be minus applicable
federal and local taxes.


 


4.             Management
Stock Option Grant: You will be granted an option to purchase 575 shares of
common stock under the Company’s 2008 Stock Incentive Plan at an exercise price
of $1,425 per share. The vesting schedule of this grant will be in five equal
annual installments commencing on the first anniversary of the date of grant.


 


5.            
Moving and Relocation Expenses: NuCO2 wants your
relocation to be a successful process from start to finish. Therefore, the
Company will provide you interim travel and living reimbursement of expenses for
a period of up to one year.  The monthly
reimbursement amount for interim travel and living is $3,300 per month before gross
up for taxes. Additional, the Company will reimburse you for reasonable moving


 


2800 S.E. Market Place · Stuart, FL 34997


Toll
Free: 800.472.2855 · 772.221.1754 · Fax: 772.221.1690


www.nuco2.com


 

















 


and relocation expenses that you incur. If you have any questions
regarding your moving and relocation budget, please contact either Mike or
myself for assistance. The relocation expenses will be grossed up for taxes.


 


6.             Medical
Coverage, Vacation: You and your dependents will be eligible to participate
in the Company’s medical insurance plan on the first day of the month following
completion of 90 days of service on the same terms and conditions currently in
effect for new associates. You will be entitled four weeks paid vacation and
one week of Personal/Sick Time each fiscal year. The Company will provide for a
COBRA supplement above normal costs that may be required due to an enrollment
waiting period. For additional information on our benefit program, log onto www.nuco2.mybenergy.com
and enter user ID: NuCO2 and passcode: bubbles.


 


7.             Change
in Control: In the event that there is a “Change in Control” of the Company
and within two years thereafter your employment is terminated other than for “Cause”
or you resign your employment for “Good Reason”, the Company will pay you an
amount equal to one and one-half times (11/2) the sum of your current annual base salary and target cash bonus
within sixty (60) days following termination of your employment. The
definitions of Change in Control, Cause and Good Reason shall be the same as  for
the other members of the Company’s senior management team having such a
provision.


 


All employees of the Company are employees at will.
Nothing contained in this letter is intended to be, nor should it be, construed
as a guarantee that employment will continue for any period of time. Also, your
offer of employment is contingent on the successful completion of a background
check and pre-employment drug screening.


 


Please feel free to contact me regarding any
questions you may have regarding the above. I look forward to having you join
our management team.


 


 




	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jeffrey S. Gilheney

  
	
   

  	
   

  	
  Vice President – Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  /s/ Victoria Strauss

  	
  9-8-09

  	
   

  	
   

  
	
   

  	
  Victoria Strauss

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cc: Mike DeDomenico