exv10w14



 




Exhibit
10.14



	 	 	 
	 

	 	Prolink Solutions

LLC






April 1, 2005

Chuck Sherman

RE: Chief Operating Officer




Dear Chuck



We are pleased to make the following offer to you regarding continued employment at
Prolink Solutions, LLC.




	 	 	 
	Position:

	 	Chief Operating Officer
	 
	 	 
	Reports To:

	 	CEO
	 
	 	 
	Start Date:


	 	April 15, 2005
	 
	 	 
	Term

	 	Through December 31, 2006
	 
	 	 
	Responsibilities:

	 	Manage existing operations including service,
installation, support, IT, engineering, research and development,
purchasing, manufacturing, Interfacing between internal and
external finance groups, sales personnel, executive team and board
of director and key investors. Direct responsibly to grow, manage
and develop new product development and material. Manage and
develop the internal software systems to integrate service, finance
and sales along with executive reporting which will provide
accurate forecasting for revenue and assisting in fulfilling that
forecast. Work with customers to obtain executive team standard for
product acceptance. Provide an accurate and professional department
forecast and budget. Develop and establish new compensation models
and structures for the reporting line departments. Assist the
Portfolio Department in restructuring of troubled accounts. Work
closely with the Marketing Department to properly position and
present our product and services to the market place. In addition
assume responsibility of operating P and L. With integrated dotted
line reporting authority for CFO and Sales department.
	 
	 	 
	Base Salary:

	 	2005 -$210,000 annually (prorated effective 4/15/05
- 2006-$250,000 (subject to terms below) Payable
Bi-weekly
	 
	 	 
	Travel and
Entertainment Expense:

	 	The company will reimburse you for all approved expenses subject
to company policy.
	 
	 	 
	Benefits:

	 	Standard benefits package as detailed in the Company
handbook. Vacation to be four weeks per year for 2005 and 2006.
	 
	 	 
	Bonus:

	 	You will be eligible for a series of bonuses equal to 85% of
your






 









 







	 	 	 
	 

	 	Page 2 of 2
	 

	 	Chuck Sherman- Offer Letter
	 

	 	April 1, 2005






base salary structured as follows:





1. 20% $35,700) Cost reductions — successful reduction of costs per installation
(excluding VDU) from agreed upon base platform. Incentive to be prorated based on 0% to 100% of
available incentive based 0% to 30% cost reduction. Incentive for savings completed by August
31, 2005 to be paid by October 15, 2005. Savings completed after August 31, 2005 to be paid by
February 15, 2006.




2. 65% ($116,025) Cost reductions — successful reduction of cost per VDU based on a
prorated scale of 0% to 100% of available incentive based on $0 to $350 of savings. Incentive
for savings completed by August 31, 2005 to be paid by October 15, 2005. Savings completed
after August 31, 2005 to be paid by February 15, 2006.




3. 15% ($26,775) EBITDA bonus — you will receive an annual bonus paid February 15,
2006 if the company achieves an annual normalized EBITDA of $2 million in 2005. This will be
prorate from $1.6 million.



Additional conditions:



1. 2006 base salary — base salary will be adjusted to $250,000 at the earlier
of January 1, 2006 or a successful Public stock offering. In the event there is not a
successful public offering in 2005, the base salary will be adjusted for 2006 as follows:





	a.	 	Base salary will be prorated from
$210,000 to $250,000 for 2005 gross revenues between $15 million and
$18 million.
	 
	b.	 	Base salary will be prorated from
$210,000 to $250,000 for 2005 EBITDA between $1.6 million and $2.0
million.
	 
	c.	 	The higher of the two values from a. and
b. above shall be the basis of the 2006 base salary.
	 
	d.	 	In the event of a successful Public stock offering in 2006, the base
salary will immediately be adjusted to $250,000 if it has not already reached that
level and all
associated incentives shall be adjusted to reflect the new base salary.






	 	2.	 	2006 bonus — bonus will be 100% of base pay subject to achieving 2
individual targets designed by the compensation committee and the employee and one company
wide executive earning or financial target. Weighting will be agreed upon in good faith by
compensation committee and employee. Incentive to be paid by February 15, 2007.




 









 










Severance: Employee will be entitled to a lump sum payment of 6 months severance upon termination
without cause.



Equity Plan: The Compensation Committee of the board of the company to install an equity incentive
plan. We have recommended and have received approval from the proposed chairman elect that the
company would accept our recommendation that you would receive equity options commensurate with
your position on an annual basis. These options would have a vesting schedule of 3 years with a
gradual vesting plan of 1/3 per year. The company would award to you a minimum of 6 % equity
options priced at the most recent round of financing in the company. Entitled convertible senior
security and will be adjusted to the final pricing of that round. In the event of a public offering
these options will vest immediately but be subject o underwriters lock ups, 144 insider rules,
company restrictions and security rules and registrations. All options will vest upon termination
without cause..



Employment Agreement: Employee and Company agree to negotiate in good faith a detailed employment
agreement based on these terms and conditions to be complete and executed within 30 days of
employee’s acceptance of these basic terms and conditions.





If you have any questions or concerns, please do not hesitate to contact me. We look
forward to you accepting this offer and joining our team.




Please advise us of your acceptance no later than April 8, 2005



	 	 	 
	Very Truly Yours,
	 	 
	 
	/S/ Lawrence Bain
	 	 
	 

cc: PSL Board

	 	 
	 
	 	 
	Accepted:
	 	 
	/S/ Chuck Sherman