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Exhibit 10.1
[letterhead of Allied Healthcare Products,
Inc.]
October 4, 2005
Mr. Richard Setzer
1025 Phillips Road
Cincinnati, OH 45230
RE: Offer of
Employment as VP Sales & Marketing for
Allied Healthcare Products, Inc.
Dear Rich:
It is my
privilege to present to you the following offer of employment
as
the VP Sales & Marketing for Allied
Healthcare Products, Inc.
Your initial
bi-weekly salary will be $6,730.77, annualized at $175,000 per
year. You also will be eligible for bonus
compensation with a maximum
disbursement of $200,000, as detailed in
Attachment A. The bonus plan, as
presented in Attachment A was prepared for
Fiscal Year 2006. Future bonus plans
will vary from this plan based on the needs
of the business. Included as
Attachment B, is a detailed Sales and
Orders analysis underpinning the FY2006
Budget. Please feel free to call either Dan
Dunn (314 268-1676) or Earl Refsland
(314 268-1675) to address any questions you
may have regarding Attachment B.
Subject to
approval by the Board of Directors, you will receive 30,000
shares per our 1999 Employees Incentive
Stock Option Plan, included as
Attachment C. Your options will be priced
at the market-closing price as of the
date the options are approved, which is
anticipated to occur on November 17,
2005, the date of the next
