Unassociated Document


    EXHIBIT
      10.2

     

    
      


      July
        20,
        2007

      


      


      Mr.
        Thomas Melina

      


       

      Re:
        Terms
        of Employment

      


      


      Dear
        Tom:

      


      I
        am
        pleased to confirm that MRO Integrated Solutions, LLC (the “Company”), a wholly
        owned subsidiary of Conihasset Capital Partners, Inc. (“Conihasset”), offers
        employment to you as the President of the Company based on the following
        terms.

      


      Term
        of Employment.
        The
        initial term of this agreement will begin on your date of employment by the
        Company, July 1, 2007, and will end on June 30, 2008. You and the Company
        may
        mutually agree to renew this agreement for up to two (2) additional terms.
        The
        first optional renewal term will begin on July 1, 2008 and will end on June
        30,
        2009. The second optional renewal period will begin on July 1, 2009, and
        will
        end on June 30, 2010. You agree to provide the Company with 30-days advance
        written notice prior to the end of the initial term or the first renewal
        term,
        whichever is applicable, if you determine not to renew this agreement at
        the end
        of that term. Similarly, the Company will provide you with 30-days advance
        written notice prior to the end of the initial term or the first renewal
        term,
        whichever is applicable, if the Company determines not to renew this agreement
        at the end of that term.

      


      Position.
        You
        will
        join the Company as its President, with all duties, responsibilities, and
        authority consistent with that position as specified in the job description,
        which is attached as Exhibit A to, and incorporated by reference in, this
        agreement. You will report directly to the Chief Executive Officer of the
        Company.

      


      Base
        Salary.
        The
        annual rate of your base salary for each term of employment will
        be:

      


      1.
         $185,000
        for the initial term of this agreement;

      


      2.
         $198,875
        for the first renewal term, beginning July 1, 2008 and ending June 30, 2009;
        and


       

      
        
           

        

        
          1

          
            

          

        

        
           

        

        
          EXHIBIT
            10.2

           

        

      

      3.
         $213,700
        for the second renewal term, beginning July 1, 2009 and ending June 30,
        2010.

      


      A
        pro-rata portion of the annual base salary for each term will be payable
        on the
        Company’s regular payroll schedule for executive officers.

      


      Annual
        Bonus.
        For each
        one-year term of employment, you will be eligible for an annual bonus of
        up to
        75% of your base salary, which may be pro-rated for less than one year of
        service if the Compensation Committee of the Company’s Board of Directors (the
“Committee”) determines that a bonus is payable before your initial term of
        employment has elapsed. The Committee will determine the time at which a
        bonus
        is payable; however, a bonus based on your service during the Company’s fiscal
        year, will be paid February 15th
        of the
        next year, and a bonus based on your service during the entire period July
        1 to
        June 30 will be paid on the next following August 15th.
        The
        Company may pay your bonus in cash or in Company stock, at the sole discretion
        of the Committee. No bonus will be payable if the Company does not return
        a net
        profit for the relevant period.

      


      The
        Committee will determine your annual bonus eligibility based on its assessment
        of the following five criteria, with 20% of the bonus opportunity determined
        based on each factor:

      


      1. Profitability.
        For the
        initial term of this agreement, the Committee will consider the Company’s
        general profitability for the fiscal year ending December 31, 2007. During
        subsequent terms, the Committee will consider: (a) any increase in profitability
        since the last evaluation date during the fiscal year ending in the relevant
        term, and (b) the amount of such increases.

      


      2. Revenue
        Growth.
        The
        Company must realize revenue growth of 15% per annum, at a minimum, during
        its
        fiscal year ending in the relevant term. In determining whether this target
        has
        been met, the Committee will consider both organic and inorganic revenue
        growth.
        There will be no negative impact if growth declines solely as a direct result
        of
        the divestiture or sale of major asset(s).

      


      3. Financial
        Health.
        The
        Company’s financial health will be evaluated based on certain working capital
        tests. At the close of the fiscal year ending during the relevant term, the
        Company must meet the following minimum working capital ratio standards on
        an
        annual basis:

      


      (a) Current
        Ratio: 1.5 or greater

      (b) Quick
        Ratio: 1.0 or greater

      (c) Inventory
        Turnover: 4 times or greater

      


      4. Debt
        Management.
        The
        Company must maintain a Fixed Charge Coverage Ratio of 1.75 or greater during
        the fiscal year ending in the relevant term. The fixed charge coverage ratio
        shall be computed as follows:

      


      (Capital
        Expenditures + Principle payments due + Interest payments due ) ≥
        1.75

      EBITDA

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
        EXHIBIT
          10.2

      

       

      5. Regulatory
        Compliance.
        For
        each fiscal year ending in the relevant term, the President must ensure that
        all
        data provided to Conihasset for Conihasset’s reporting to the Securities and
        Exchange Commission or under rules promulgated by the Securities and Exchange
        Commission is complete, accurate and provided in a timely manner to meet
        deadlines prescribed by the relevant rules and such timeframes as may be
        established by the Company’s Chief Executive Officer or officers of
        Conihasset.

      


      Equity
        Based Compensation. As
        a key
        employee of the Company, you will be eligible to participate in the Conihasset
        Capital Partners, Inc. Stock Option Plan (the “Plan”).

       

      Options
        that are scheduled to vest after the date of grant will vest only if you
        remain
        employed by the Company on the vesting date. Please note that your option
        award
        will be made pursuant to the terms of the Plan and the award agreement. In
        the
        event of any discrepancy between the terms and conditions of your award as
        provided in this letter and the terms and conditions as provided in the Plan
        and
        the award agreement, the provisions of the Plan and the award agreement will
        govern.

      


      Employee
        Benefits. You
        will
        be eligible for the medical and dental coverage provided generally to the
        Company’s executive officers in accordance with the terms and conditions of such
        plans and benefits, and upon your affirmative election to participate in
        such
        coverage. You will also be eligible to participate in the benefits package
        provided to other senior executives of the Company and Conihasset.

      


      Paid
        Time Off. Upon
        your
        employment, you will be eligible for up to four (4) weeks (20 days) of paid
        time
        off for each term of employment.

      


      Severance
        Benefits. Upon
        involuntary termination of your employment by the Company for any reason
        other
        than Cause during the term of employment, including any decision by the Company
        not to renew the terms of this agreement as referenced above for any reason
        other than Cause, you will be entitled to continue to receive your base salary,
        as well as your medical and dental benefits (if you elected this coverage
        prior
        to your termination) for twelve (12) months following the date of your
        termination of employment. This benefit will not be payable in the event
        that
        you decide not to renew this agreement or you otherwise voluntarily terminate
        your employment in any manner. For this purpose, “Cause” shall be defined as
        conduct (including a breach of fiduciary duty to the Company or its affiliates
        or any violation of the policies of the Company or Conihasset relating to
        compliance with applicable law) which is demonstrably and materially injurious
        to the Company or its affiliates or with respect to which the Company
        demonstrates a high likelihood of material injury to the Company or its
        affiliates, monetarily or otherwise, unless the conduct in question was
        undertaken in good faith and with a rational business purpose and based upon
        the
        honest belief that such conduct was in the best interest of the Company or
        its
        affiliates, as the case may be. In particular, “Cause” shall include, but not be
        limited to, your:

      


      (a) Conviction
        of a felony or conviction of a misdemeanor involving moral turpitude (from
        which
        no further appeals have been or can be taken) as determined in good faith
        by the
        Company;

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

        
          EXHIBIT
            10.2

        

         

      

      (b) Material
        breach of the Company’s policies or code of conduct, as determined in good faith
        by the Company;

       

      (c) Gross
        abdication of your duties as an employee and officer of the Company (other
        than
        due to your illness or personal family problems), which conduct remains uncured
        for a period of at least thirty (30) days following written notice of the
        conduct by the Company to you, in each case as determined in good faith by
        the
        Company; or

       

      (d)
         Misappropriation
        of Company assets, personal dishonesty or business conduct which causes material
        or potentially material financial or reputational harm to the Company, in
        each
        case as determined in good faith by the Company.

       

      *
        *
        *

       

      Please
        note that the terms of employment contained in this letter supersede all
        prior
        discussions, documents, and agreements concerning your employment with the
        Company, and constitute the entire terms of employment offered to you by
        the
        Company. This letter agreement may be amended only by a written agreement
        between you and the Company.

      


      On
        behalf
        of Conihasset and the Company we welcome you to the Company, and we look
        forward
        to working with you to ensure the Company’s continued success.

       

       

      Sincerely,

       

      
        	 	 	 	 
	/s/ Richard
                D. Bailey	 	 	 
	
                

                By:
                  Richard D. Bailey

                Chief
                  Executive Officer

                Conihasset
                  Capital Partners, Inc.

              	 	 	
              
	 	 	 	 


      

       

      I
        accept
        the offer of employment with MRO Integrated Solutions, LLC on the terms and
        conditions specified in this letter agreement and the attached job
        description.

       

      
        	 	 	 	 
	July
                21, 2007 	 	 	/s/ Thomas
                Melina
	
                
Date 	 	 	
                
Thomas
                Melina
	 	 	 	 

 

      
        
           

        

        
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