Exhibit 10.40

June 21, 2016

Mr. William Miller

7770 Village Dr

Beaumont, Texas  77713

Dear William:

It has been a pleasure working with you over the past two years and the Board of Directors and I both recognize and appreciate your efforts to date.   In this regard and based on our discussions, we agree to modify the terms of your employment as Chief Operating Officer.

The company would like to grant you a special one-time RSU grant of 22,500 RSU. These RSU are subject to the company’s standard vesting schedule.  

In addition to the special one-time RSU grant, the following are revisions to the terms of your offer letter dated August 4, 2014 (attached) and are effective as of the date of your acceptance of this letter:

Paragraph 7 c. of your offer letter of August 4, 2014 is deleted and the following is substituted therefor:

Paragraph 7 f. of your offer letter of August 4, 2014 is deleted and the following is substituted therefor:
f.Special Severance and Retention Bonus:

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Bill, I appreciate having you as a key member of the team and I look forward to our continuing to work together.  

If you accept these amended terms, please sign and date two copies of this letter and return one signed copy to me.

Sincerely,

I agree to employment by AETI based on the foregoing amended terms.

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January 16, 2017

William Miller

7770 Village Dr.

Beaumont, Texas 77713

Dear William,

This letter is in follow up to our letter agreement dated June 21, 2016 wherein certain changes were made to your employment as provided in our letter agreement dated August 4, 2014.  The purpose of this letter is to clarify certain items in the prior letter agreements as set forth herein.  

Specifically, this letter clarifies that the special severance provided under Paragraph 7 c of our letter agreement dated August 4, 2014 as modified by our June 21, 2016 letter agreement, only applies in the event of involuntary termination of employment by M&I Electric/American Electric Technologies, Inc.  This letter further clarifies that in the event of such involuntary termination,  the severance and reimbursement pay provided thereunder shall be paid in no more than twelve (12) monthly installments beginning the first day of the first full month after involuntary termination.  In no event will you be able to, directly or indirectly, designate the calendar year of any payment you are entitled pursuant to Paragraph 7 c. Finally, this letter clarifies that all letter agreements M&I Electric/American Electric Technologies, Inc. has entered into with you are intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, and shall be interpreted to avoid any penalty sanctions under section 409A of the Code.  Accordingly, all provisions therein, or incorporated by reference, shall be construed and interpreted to comply with section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder.

Please sign and date two sets of this letter in the place indicated below and return one to the undersigned.

Sincerely,

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I agree to the clarifications to the terms of my employment with M&I Electric/American Electric Technologies, Inc. as provided in the forgoing letter.

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