Director of Operations Employment Letter Agreement - Roger E. Mitchell

Exhibit 10.4


ISS INNOVATIVE
SOLUTIONS & SUPPORT, INC.


July 7, 1998


Roger E. Mitchell 5 Oakwood Road New Freedom, PA 17349


Dear Roger:


I am pleased to offer you a job as our Director of Operations with an initial annual salary of $110,000 per year. In addition, we will provide you 25,000 share options at an exercised price of $3.60. These stock options will become vested in increments of 5,000 vested at the end of each year of your employment. We are providing you an additional 25,000 share stock option opportunity consistent with the enclosed formulas. The intention is that you will maintain reasonable material and direct labor overheads, and the 5% direct labor content reasonably represents normal production flow of our product. I have attempted to outline, as accurately as practical, the terms and definitions under which this bonus plan would be awarded. I believe this is consistent with your goals and I have provided a 12-month period in which this can be earned. The other terms, I hope, are self-explanatory. I very much look forward to you making a significant contribution to the growth of IS&S.


o TITLE: Director of Operations o REPORTS: to President or COO o RESPONSIBILITIES:
o Manufacturing operations including: Production Planning/Control;
Purchasing; Inventory Control; Shipping/Receiving; Production;
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