Exhibit 10.19


 


 


  


October 7,
2014


 


Mr. Michael Carlet


[*****] 


 


Dear Michael:


 


We
are thrilled to offer you the opportunity to join our team as Chief Financial Officer of Wirepath Home Systems dba SnapAV.
We have been impressed with your ability to help companies formulate and execute strategies that drive growth and profitability. We
are confident your talent, experience, leadership and commitment to our values – collaboration, passion, curiosity,
entrepreneurial, impact, customer-itis, humility, and communication – are ideally-suited to contribute to the
continued growth of our company.


 


Though
we are proud of the considerable success we've achieved at SnapAV to-date, we believe our best days are ahead of us. We have many opportunities
to grow SnapAV to be a company far bigger than it is today and we are assembling a strong team of executives to vigorously tackle these
opportunities. We think you'll play a critical role in our future growth as part of that senior leadership team and sincerely hope that
you will join us, along with our partners at General Atlantic, for the journey ahead. We look forward to a long and rewarding association.


 


This
letter summarizes the key points of our offer:


 


Position:
Chief Financial Officer, reporting to the CEO, Craig A. Craze.


 


Start
Date: On or before November 10, 2014.


 


Compensation:
Annual salary of $240,000, payable bi-weekly.


 


Annual
Bonus: Eligibility for an annual bonus, starting Jan 1, 2015, targeted at 30% of your base salary based upon attainment or personal
objectives and company performance.


 


Equity
Option: Participation in our management equity incentive program with an opportunity to acquire XXXXX units (0.X%) of the profits
interests in the company. Your incentive units will vest in four 25% installments on each of the first four anniversaries of your date
of hire.


 


Sign-on
Bonus: One-time bonus of $50,000 paid with first pay check; recoverable if employment is voluntarily terminated by employee within
the first year.


 


Matching
401(k) plan: 50% matching up to 3% of salary.


 


Severance:
In the case of termination without cause, severance pay equal to six months of salary.


 


Benefits:
You will be eligible to participate in the Company's benefit plan that includes 4 weeks of Paid Time Off, life insurance, medical/dental
insurance and other benefits in accordance with the plans available to employees.


 






     


     


    

 


Employee
Discount: Access to all SnapAV products at the published employee discount rate.


 


Reimbursements:
During the term of your employment, you will be reimbursed for any qualifying travel and business related expenses, including cell
phone and mileage reimbursement.


 


Miscellaneous:
This letter, together with a separate Non-Competition, Non-Solicitation, and Confidentiality Agreement, constitutes our entire offer
regarding the terms and conditions of your employment with the Company and supersedes any prior agreements or promises made to you by
anyone (whether verbal or written) regarding the offered terms of employment.


 


Contingencies:
Your employment is contingent on satisfactory proof of your eligibility to work in the United States. You also may be required to
undergo and successfully complete a drug screening and/or a background check, including a criminal records check, as a condition of your
employment in accordance with applicable law.


 


If
you have any questions or wish to discuss this offer in further detail, please do not hesitate to call me at [*****]


 


In
closing, I am not only thrilled to have you as a key member of my senior leadership team, but am personally committed to your professional
success and continued development as a leader.


 


[*****] 


Craig
A. Craze


Chief
Executive Officer


 


The
provisions of this offer of employment have been read, are understood, and the offer is herewith accepted.


 


Date:_____________________


 


Signature:_________________________________________


 


 


 


SnapAV
has been ranked in the prestigious Inc. 500 and 5000 lists Five years running, joining the likes of former nominees such as Microsoft,
Oracle, QualComm and Domino's.