Exhibit 10.6

	
	401 S. Doubleday Avenue
Ontario, C/\ 91761
f 909 987 OiWi
~109 [j87 2D2lJ
August 16, 2016
Mr. Tarek Helou
I 1310 Boulevard Gouin West
Pierrefonds, QC
H8Z Ix3
Dear Mr. Helou:
We are very excited to extend you an offer for temporary employment to join Phoenix Cars LLC, a
California Limited Liability Company (the "Company"), as a Project Engineer, effective immediately
upon gaining clearance to work in the United States via a valid work visa. Please be advised that this
offer for employment is for a temporary position lasting 24 months from your hire date, subject to
obtaining a valid work visa.
At-Will Employment
Employment with the Company is employment at-will. Employment at-will may be terminated with or
without cause and with or without notice at any time at the will of either you or the Company. Terms and
conditions ofemployment with the Company may be modified at the sole discretion ofthe Company with
or without cause and with or without notice. Other than the Chief Executive Officer of the Company
("CEO"), no one has the authority to make any agreement for employment other than for employment at­
will or to make any agreement limiting the Company's discretion to modify the terms and conditions of
employment. Only the CEO has the authority to make any such agreement and then only in writing and
signed by each of the CEO and the respective employee. No implied contract concerning any
employment-related decision or term or condition of employment can be established by any other
statement, conduct, policy, or practice.
Position and Duties
You shall serve in the position of Project Engineer ofthe Company and shall perform all the duties ofthat
position as described on Exhibit A. Your position, job description, salary, duties and responsibil ities may
be modified from time to time in the sole discretion ofthe Company. You agree to strictly adhere to all of
the rules and regulations of the Company as may be set forth in any Employee Manual or published
policies of the Company now or in the future, including all amendments to the Manual which may be
made in the future in the Company's sole discretion (as published or amended from time to time, the
"Manual").
No Other Employment
You agree to devote your full business time, attention and best efforts to the business of the Company
during the employment relationship. The Company's normal business hours are from 8:00 a.m. to 5:00
p.m., Monday through Friday. As an exempt salaried employee, however, you will be required to work
additional hours depending on the nature ofyour work assignments.
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	401 S. Doubleday Avenue
Ontario. Cf\ Ol7GI
900 0G!
F qD~-} ~Jnl ZCJ:ZU
TII,
Compensation of Employee
(a) Salal1' - The Company shall pay you, and you agree to accept from the Company in payment for
your services to the Company, a salary of $45,000 per year (the "Yearly Salary"), payable in
equal bi-monthly installments on regular dates established by the Company, subject to applicable
tax withholding requirements. Any proposed increase of your salary, compensation or benefits
must be approved by the CEO;
(b) Vacation; Sick Leave; Holidays - 3 weeks Paid Time Off (PTO). PTO is accrued on a monthly
basis for each full month of employment after the completion of the 90-day introductory
period. PTO may be applied to vacations, sick days, doctor visits, or other personal leaves and
time offas you may choose, not to exceed your total accrual. Prior supervisor approval should be
obtained whenever possible; emergency situations not withstanding. Standard company holidays
are established by Company management during the first few weeks ofeach year. For the current
year (2016) the Company currently recognizes ten (8) fixed holidays and one noating holiday. A
list of approved holidays is included as an addendum to the employee handbook which will be
provided by the Human Resources Department.
(c) Insurance - Effective the first day of the month following 30 days of employment, you will be
eligible to participate in the Company healthcare benefit plan which includes medical, dental and
vision coverage for you and your family. The Company pays 90% of the cost of coverage f()I'
you, as an employee. The company will also purchase life insurance coverage for you equivalent
to your base annual wage rate, subject to coverage limitations of the insurance carrier. Although
you may be eligible for such benefits if they become available in the future, the Company does
not promise or represent that such benefits will in fact become available or that once made
available they will be continued.
(d) 401(k) Plan - The Company offers a 40 IK plan. You will be eligible to enter the plan at the
beginning of the month following completion of 90 days employment. There is no Company
match for the plan at this time, but the Company may elect to make future contributions to the
plan at its sale discretion.
(e) Employee Expenses You will be reimbursed for pre-approved business expenses (pre-approved
by the CEO), as provided within the guidelines of the Company's expense policy. All expenses
shall be subject to review and approval by your direct report and shall require reasonable
documentation.
Confidential Information and Invention Assignment Agreement
During your employment with the Company, you may have access to certain confidential and proprietary
information. Your acceptance of this offer and commencement of employment is contingent upon the
execution and delivery ofthe Company's Confidential Information and Invention Assignment Agreement
(the "Confidentiality Agreement") to the Company prior to or on your start date, a copy of which has
been enclosed for your review and execution.
Governing Law
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	401 S. Doubleday Avenue
Otllario. CA 917G!
T 909 987 [) 13::J
F 909 ml7 2020
Governing Law
This Agreement is made and shall be construed and enforced in accordance with the laws of the State of
California. This Agreement and the Exhibits supersede and replace all prior agreements or
understandings, oral or written, between the Company and you, except for prior confidentiality
agreements, if any. This Agreement may not be modified except by a writing signed both by the
Company CEO and by you.
You acknowledge that, pdor to signing this Agreement, you have had an opportunity to seek the
advice ofindependent counsel ofyour choice relating to the terms of this Agreement.
This employment offer will expire ifnot accepted within ten days of the document posted date, subject to
the condition that you successfully satisfy the right to work in the United States of America via a valid
work visa. Ifyour attempt to gain a valid work visa is unacceptable, this ofter ofemployment will be null
and void. To accept the ofter before this expiration date, you must sign and date this letter in the space
provided below and return it to me, along with a signed and dated copy ofthe Confidentiality Agreement.
This letter, together with the Confidentiality Agreement, constitutes and contains the entire agreement,
and replaces any and all prior discussions and agreements. This is an integrated agreement.
Please sign and date this letter below cont1rming your agreement to all the foregoing.
_~s_mL
Mr. Emad Fakhoury
ChiefExecutive Officer
I accept the Company's ofter ofemployment as stated in this letter and I agree that the employment
relationship is terminable at will by either the Company or me.
\ ill.-",--,t h---LB-,-",-elOu.
[Print Name]
- I), I ::.;, ~l!lfitf
[Signature]
Date: Q.OI &I O~ It b
W\V'/,j. Phoc fllxrnolore a rs. COin





	
	Exhibit A
Project Engineer I
Job Title: Job Category:
f---
Department/Group: Engineering W/C Class Code:
Location: Chino Office Travel Required: Minimal
Salary Range: Position Type: Full-time, salaried, Exempt
1----. W"t;ve Da~j ~ Reports To: Director of Engineering
~'CqU;'C" Will Train
Applicant(s):
,Job Summary:
The Project f':ngineer leads all engineering activities concerning major customer programs to be
implemented in mass production.
Job Description
~------------------------
Role and Responsibilities
 • Lead and manage design, development and validation ofvehicle application programs in areas of
overall vehicle development and component integration. Responsibility includes but is not limited to
structural support, mounting hardware, material selection, protective coatings, f~lsteners, brakes,
transmissions, steering, HVAC, safety and diagnostics.
 • Lead all technical aspects ofthe system (customer related or internal) from project start-up to launch
+3 months.
 • Release all components as needed to meet customer requirements. Releases are to be issued on time
and at the end ofthe development phase.
 • Evaluate product test results.
 • Gather, analyze and amend vehicle technical specifications.
 • Ensure that the design meets all product performance, quality and manuf~lcturing requirements.
 • Develop and/or manage specific program engineering tools, for example:
o Technical risk assessment and management.
o FMEA, validation plan and process control plan.
o Engineering timing plan in accordance with customer requirements.
o Create and issue development status report.
II In conjunction with the validation engineer, develops the validation programs and ensure that test
reports are issued on times.
 • Lead Design Reviews
 • Provide input to program manager for Gate Reviews.
 • Perform other duties as assigned.
II Follow all defined company processes
Qualifications and Educational Requirements . I
 • Bachelor's degree in Mechanical Engineering, Electrical Engineering, System Engineering or relat~





	
	degree.
 • 5 or more years ofdemonstrated hands on experience with automotive mechanical systems.
 • Excellent understanding of program management
 • Strong problem-solving, organizational, and analytical skills.
 • Knowledge of bracket design criteria, including material/thickness selection and related mounting
hardware.
 • Understanding ofElectric vehicles and energy storage subsystems.
 • Excellent organizationaL communication and leadership skills.
Preferred Skills
 • Experience in CAE simulation, modeling, and design using Solidworks or equivalent CAD software.
 • Experience with developing systems for ease ofservicing and trouble shooting in the field.
 • Experience with automotive mechanical and electrical system architectures and control systems.
Reviewed By:T- I Date: ---r-
I-Approved By:T _ _-cc_-c-
---c-_---c-~-D-· -at-' 1__ ----o--~~~- -_-_-~~_-=
NOTE: /IllS Job descnpllOlI IS 1101 IlIlellded to be a//-lIIeluSIt'" Flllp/oj'ee ilia)' I'erf()rlll other related dillies as reqlllred 10 lIIeel Ihe OllgOlllg lIeeds ofIhe
,'m"..





	
	1
Gillray M. Cadet
From: Eqbal Yousuf <eyousuf@alyousuf.com>
Sent: Wednesday, September 16, 2020 5:33 AM
To: Rolando Cortez; Gillray M. Cadet
Cc: Yasmin Fallah; Maitha Ahmed Al Yousuf
Subject: RE: Tarek's 15 September salary payment
Mr Gillray
Please inform AYG HR
Regards,

Eqbal Al Yousuf
Al Yousuf LLC

From: Rolando Cortez [mailto:rolandoc@phoenixmotorcars.com]
Sent: Tuesday, September 15, 2020 10:31 PM
To: Gillray M. Cadet
Cc: Eqbal Yousuf; Yasmin Fallah
Subject: RE: Tarek's 15 September salary payment

Sir,

We will take effect the adjustment as per your instructions.

Thank you.

Best Regards,

Rolando M. Cortez
Senior Controller



Phone: (909) 987-0815   |  Mobile: (909) 287-9660
Email: rolandoc @phoenixmotorcars.com
Phoenix Motorcars , 401 S Doubleday Avenue, Ontario, CA 91761
www.phoenixmotorcars.com

The content of this email is confidential and intended for the recipient specified in message
only. It is strictly forbidden to share any part of this message with any third party, without a
written consent of the sender. If you received this message by mi stake, please reply to this
message and follow with its deletion, so that we can ensure such a mistake does not occur in
the future.
   





	
	2


From: Gillray M. Cadet <GillrayC@phoenixmotorcars.com>
Sent: Tuesday, September 15, 2020 11:15 AM
To: Rolando Cortez <rolandoc@phoenixmotorcars.com>
Cc: Eqbal Yousuf <eyousuf@alyousuf.com>; Yasmin Fallah <yasminf@phoenixmotorcars.com>
Subject: Tarek's 15 September salary payment

Hi Rolando:

As discussed, Tarek’s full salary will be paid by PMC effective September and going forward.  His annual salary is
$190,000 and with 24 pay periods, each gross salary amount should be 190,000/24=7,916.67.  Given that PMC has
historically paid a portion of the salary in the US which is part of the regular payroll and which has already been
processed for 15 September, please draft a check for the difference of 7,916.67 minus what was already paid for the 15
September pay period.  All these are gross numbers and the appropriate taxes need to be withheld.  Going forward,
please adjust the payroll to reflect the 7,916.67 amount per pay period.

Please double check my calculations.  Thanks.

Regards,
Gillray

Gillray M. Cadet
CFO & Interim CEO



Phone: +1 (909) 987-0815   |  Mobile: +1 (917) 769-2667
Email: gillrayc@phoenixmotorcars.com
Phoenix Motorcars , 401 S Doubleday Avenue, Ontario, CA 91761
www.phoenixmotorcars.com


The content of this email is confidential and intended for the recipient specified in message
only. It is strictly forbidden to share any part of this message with any third party, without a
written consent of the se nder. If you received this message by mistake, please reply to this
message and follow with its deletion, so that we can ensure such a mistake does not occur in
the future.