September 12, 2006
Adrian Othoniel Martinez Montemayor
Santiago #250, Santiago Saltillo, Coahuila
SUBJECT: OFFER OF EMPLOYMENT
Dear Mr./Ms. Martinez:
Company Mexico Servicios, S. de R.L. de C.V. (Company), a company of the Company America, Inc.
group, is pleased to offer you the position of Brazing Engineer for its operation located in Saltillo,
Mexico. The position of Brazing Engineer is considered a Job Level 2 in the Company exempt
classifications. This Offer of Employment is based on our mutual acceptance of the following
conditions of employment.
Your employment will commence on Monday, September 25, 2006 or on a date mutually convenient
for both yourself and the company. Company will assume financial responsibility for processing the
required business visitor visa. For the initial few week/months of employment with the Company, if
necessary, you will be in a training period often working from offices in the United States or Europe.
Your starting base salary will be 24,000 MXP monthly or 11,077 MXP biweekly (26 paychecks per
year). This equals an annualized salary of 288,000 MXP. You will not be entitled to work overtime
unless otherwise instructed.
This offer of employment is contingent upon your passing a drug screen arranged by Company
offices in Saltillo.
You will report to Mr. Michael Eckert, Fractal Manager and your hiring manager is Victor Jean,
Some travel, either domestic of international, will be expected for the successful completion of job
duties. Please understand that business travel may require periods of absence from your home
especially during the start-up of the business.
When traveling on behalf of Company, including within Mexico operating a Company company
vehicle, an employee is considered to be a "goodwill ambassador" of the Company and is expected to
refrain from conduct which potentially might harm the Company's public image or which might
adversely affect customer goodwill. Accordingly, while traveling for the Company, an employee's
conduct should conform to generally accepted social standards, including following all local, state and
federal laws at home and abroad. If an employee commits any illegal act or otherwise violates this
policy while traveling for the Company, management reserves the right to take disciplinary action, up
to and including termination.
EVALUATION AND PERSONAL DEVELOPMENT SCHEDULE
Your manager will monitor your performance during the initial 6 months of employment to assure you
are meeting Company performance standards and expectations. You will be reviewed and considered
for a salary increase every April 1st, unless special circumstances or promotion warrant action during
the year. You will be eligible for your first consideration for salary increase on April 1, 2007. Please be
aware that any increase awarded in 2007 may be prorated based on your start date in 2006.
Compensation increases are based on performance, attainment of goals, cost of living or job market
consideration, and business conditions at the time of review.
COMPANY BONUS OPPORTUNITIES
Company provides its management employees with an Annual Christmas Bonus paid at the end of
the calendar year. This Bonus is targeted at 30 days of salary. You will be eligible for a prorated
Annual Christmas Bonus in December, 2006.
The specific terms and conditions for you to become eligible to the aforementioned bonuses will be
provided to you upon execution of the employment contract.
Please review, sign and return the attached Technology Agreement.
You will earn 10 days of vacation per year. After two years of employment, beginning January 1,
2009, you will be eligible for 15 days of vacation per year. You will receive a 60% Vacation Bonus paid
on your anniversary date and based on your total annual vacation accrual.
It is understood that any and all information you gain through your employment at Company
regarding our products, customers, suppliers, personnel, processes or financial data is to be
considered the intellectual property of Company. Therefore, a violation of the confidentiality of these
products (et. al) will be considered a detriment to the business operations of the Company Group
and addressed appropriately.
Adrian, we want to welcome you to the Group. We sincerely hope that you will look favorably upon
this Offer of Employment and will join our company as we continue through a very exciting phase of
our growth. We look forward to working with you towards our mutual Company goals and objectives.
I, Adrian Othoniel Martinez Montemayor, an employee of Company Mexico Servicios, S. de R.L de
(herein after called Company) in consideration of my employment by Company agree that:
I will perform for Company such duties as may be designated by Company from time to time and will
promptly disclose and assign to Company for its use in the United States and elsewhere all my rights
and interests in any and all ideas, improvements and inventions, patentable or unpatentable, which I
make, alone or jointly with others, resulting from any work done by me for Company or at its request,
between the date of my employment by Company and for the year after the date of termination of my
employment with Company.
I will execute and deliver to Company or its nominees or assignees, upon request at any time all
patent applications, assignments or other lawful documents deemed necessary or desirable by
Company to enable Company or its nominees or assignees, to have and to hold the full and exclusive
ownership and benefit of such ideas, improvements and inventions, including but not limited to
patents, as were developed by me for Company during my employment.
I will at all times hold in confidence and not disclose directly or indirectly to anyone other than
authorized personnel of Company any information, formula, method, practice, know-how or
customer list, either made available to me, obtained by me, developed by me or otherwise
obtained directly or indirectly from Company and its employees during the period of my
employment that involves any confidential, proprietary or trade secret matter relating to Company's
business unless the information, formula, method, practice or know-how disclosed has been
authorized for disclosure by Company or is in the public domain.
Nothing contained in this Agreement shall be construed to create in or assign to Company any rights
or interests in ideas, improvements, inventions or products made or developed by me during my
employment by Company if such ideas, improvements, inventions, or products were made or
developed by me on my own time and not at the suggestion or direction of Company and which are
not derived from or do not use in whole or in part ideas, improvements, inventions, or products made
by me as part of my employment for Company.
Upon termination of my employment with Company, I will return to Company all data and other
tangible property furnished to me by Company or obtained by me as a consequence of my
employment by Company.
I have read, understand, and agree to the conditions of employment as outlined the Offer of
I understand that my employment with Company Mexico Servicios, S. de R.L. de C.V. is for no
definite period and may be terminated by the Company or myself in the terms stated by law.
The terms and conditions of this Offer are not meant to supercede any legal or compliance
requirements which may not be addressed in this English language Offer of Employment.
By accepting this offer I acknowledge that I will be an employee of Company Mexico Servicios, S. de
R.L de C.V.
Printed name and signature