Common use of Compensation for Employment Clause in Contracts

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company during the Employment Term shall be $325,000 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the normal payroll policies of the Company. The Salary will be reviewed at least one time each calendar year by the Compensation Committee of the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the Company, in its sole discretion, may increase the Salary but shall not decrease the Salary during the Employment Term. (b) The Employee shall be eligible to receive annual performance bonuses (such amounts are referred to herein as the "Bonus") in such amounts as approved by the Compensation Committee of the Board of Directors and participate in such bonus programs as are established for executive officers of the Company. For the first 12 months of this Agreement, the Employee shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% of the then existing Salary. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During the Employment Term, the Company shall provide the Employee with fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "C" (the "Fringe Benefits") at such levels that are provided to the senior officers of the Company. (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company and to all of its affiliated companies during the Employment Term shall be $325,000 200,000 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments accordance with its normal payroll policy. 2 (b) Commencing as of September 1, 1997 (the "Bonus Starting Date") and continuing during the Employment Term, the Company shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the normal payroll policies of the Company. The Salary will be reviewed at least one time each calendar year by the Compensation Committee of the Board for possible increases, taking into account such matters as the Employee's responsibilitiesEmployment Term, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the CompanyBoard, in its sole discretion, may increase shall establish a budget for pre-tax income in accordance with generally accepted accounting principles consistently applied ("GAAP") and the Employee's bonus will vary as a percentage of Salary but in relation to the percentage achievement of budget as follows: Percentage of Budget Target Percentage of Salary Attained Earned as Bonus ------------------------------------------------------- less than 80% 0% 80%-90% 10% 90%-100% 20% 100%-110% 30% 110%-120% 40% 120% less than or equal to 50% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall not decrease be linearly interpolated, provided that no bonus shall be paid for achievement less than 80% of budget and the maximum bonus shall be 50% of Salary during in any event. In the case of a partial fiscal year, the Company shall adjust the bonus to correspond to the Company's budget and the salary for the portion of the applicable fiscal year that shall be included in the Employment Term. . Notwithstanding the foregoing, the Employee's initial bonus period (bthe "Initial Bonus Period") The Employee shall be eligible the period starting with the Bonus Starting Date and ending September 1, 1998, and the Company shall use its budget for that period (a copy of which the Company has provided to receive annual performance bonuses (such amounts are referred the Employee) to herein as determine the "Bonus") in such amounts as approved by Employee's eligibility for a bonus, and then apply the Compensation Committee applicable bonus percentage to that portion of the Board of Directors and participate in such bonus programs as are established for executive officers of Employee's annual Salary that relates to the Company. For the first 12 months of this Agreement, the Employee shall receive a guaranteed Initial Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% of the then existing SalaryPeriod. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During the Employment Term, the Company shall also provide the Employee with those fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "CA" hereto (the "Fringe Benefits"). The Company shall also reimburse the Employee for any reasonable business expenses incurred on the Company's behalf in connection with the performance of his services during the Employment Term. (d) (i) HoloPak will grant to the Employee under its Non-Qualified Stock Option Plan (the "Plan") options to purchase shares of Common Stock ("Options") for 100,000 shares of HoloPak Common Stock at such levels that are an exercise price of $3.25 per share. The Options will vest and become exercisable in three equal installments as follows: (i) 33,334 shares on Marc▇ ▇, ▇▇▇▇, (▇▇) ▇▇,333 shares on September 1, 1998 and (iii) 33,333 shares on March 1, 1999. The Options will be subject to the terms of the Plan and an Option Grant Letter, a copy of which has been provided to the senior officers of the CompanyEmployee. (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company, the Management Company and the other Subsidiaries during the Employment Term shall be at least $325,000 450,000 or such higher amount as may be approved by the Board at any time during the Employment Term (such amount is referred to herein as the "Salary"), which the Management Company shall pay to the Employee in equal installments in accordance with the normal Management Company's payroll policies of the Companypayment schedule in effect from time to time. The Salary will be reviewed at least one time each calendar year by the Compensation Committee of the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the Company, in its sole discretion, may increase the Salary but shall not decrease the Salary salary at any time during the Employment Term. (b) The Employee shall be eligible to receive annual performance bonuses (such amounts are referred to herein as the "Bonus") in such amounts as approved by the Compensation Committee of the Board of Directors and participate in such bonus programs as are established for executive officers of the Company. For the first 12 months of this Agreement, the Employee shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% of the then existing Salary. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior addition to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this AgreementSalary, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During during the Employment Term, the Company shall pay to the Employee a bonus (the "Bonus") for the fiscal year that will end December 31, 1999 and for each fiscal year thereafter ending December 31 during the Employment Term (each such year is referred to herein as a "Bonus Year"). The Bonus for 1999 will be $180,000 and will be payable irrespective of the performance of the Company so long as the Employee does not resign voluntarily or is not terminated for Cause prior to December 31, 1999. The Bonus for each year after 1999 (the "Post 1999 Bonus") will be equal to 40% of the Salary in effect for the Bonus Year as to which the Post 1999 Bonus is paid, and will be payable upon achievement of the results specified below in this paragraph (b). Seventy percent of the Post 1999 Bonus will be payable if the Company shall have earnings before interest, taxes, depreciation and amortization ("EBITDA") for the related Bonus Year that is at least equal to the EBITDA specified in the plan for that Bonus Year as approved by the Board. Thirty percent of the Post 1999 Bonus will be payable if the Employee shall have satisfied, in the judgment of the Compensation Committee, the specific goals that the Compensation Committee shall have specified for the Employee with respect to the particular Bonus Year. The Board or the Compensation Committee may award the Employee such additional bonus amounts as it from time to time may deem appropriate. (c) The Company is issuing the 1999 Option Grant to the Employee in connection with his employment hereunder. In addition, provided the Employee is employed at that time, starting with the year 2000, the Company shall grant to the Employee as part of its annual program of option grants to senior executives in each year of the Employment Term an option to purchase 70,000 shares of Common Stock under the 1998 Plan (or under any similar plan that may be adopted) at a price per share equal to the fair market value on the date of grant, subject to the respective terms generally applicable to options granted to senior executive officers of the Company in the respective years and otherwise subject to the terms and conditions of the 1998 Plan (or any such other plan). (d) The Company shall pay the Employee $1,000,000 in a single payment within 30 days after a (but not more than one) Change of Control that occurs on or before the later of (i) the second anniversary of the date hereof or (ii) the first date as of which the Employee shall have options that are exercisable to purchase at least 290,000 shares of Common Stock. (e) The Management Company shall pay all reasonable out-of-pocket expenses incurred by the Employee in connection with his move from Montreal to the Philadelphia area, including (i) expenses of up to $3,000 per month incurred by the Employee in connection with renting a residence in the Philadelphia area for up to one year and (ii) any brokerage commissions, transfer taxes and other costs of the sale (but not including income taxes or recovery of any loss on the sale), and customary legal and accounting costs relating to his move or this Agreement. The Company shall also pay the Employee a tax-offset bonus in order to neutralize the tax impact of any such reimbursements. (f) The Management Company shall provide the Employee with fringe the following benefits that are substantially equivalent to the fringe benefits specified on Exhibit "C" (the "Fringe Benefits") at such levels that are provided to during the senior officers of the CompanyEmployment Term. (ei) All amounts payable by $1,000 per month automobile allowance; (ii) four weeks of paid vacation; (iii) initiation fee and customary membership dues at a country club of the Employee's choice in the Philadelphia area; (iv) such other benefits (other than those related to automobiles and club memberships) that any Company under Sections 3(amay provide generally to other senior executives of that Company; and (v) and (b) and reimbursement of legitimate business expenses incurred on or prior to the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number date of days in each such year that the Employee was employed by the Company hereundertermination.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company and to all of its affiliated companies during the Employment Term shall be $325,000 167,000 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the normal payroll policies of the Companypolicy and in compliance with federal and state law. The Company may adjust the Salary will upward on an annual basis, but the Salary shall not be reviewed at least one time decreased. (b) Commencing on the date hereof (the "Bonus Starting Date") and continuing during the Employment Term, the Company shall pay the Employee a bonus in accordance with this paragraph 4(b). For each calendar fiscal year by during the Compensation Committee of Employment Term, the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the CompanyDirectors, in its sole discretion, may increase shall establish a budget for pretax income in accordance with generally accepted accounting principles consistently applied ("GAAP") and the Employee's bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: PERCENTAGE OF BONUS ATTAINED PERCENTAGE OF SALARY EARNED AS BONUS ---------------------------- ------------------------------------ less than 80% 0% 80% 10% 90% 20% 100% 30% 110% 40% 120% and above 50% For a percentage of budget achievement between the benchmarks, the percentage of the Salary but shall not decrease be linearly interpolated, provided that no bonus shall be paid for achievement less than 80% of budget and the maximum bonus shall be 50% of Salary in any event. In the case of a partial fiscal year, the Company shall adjust the bonus to correspond to the Company's budget and the Salary during for the portion of the applicable fiscal year that shall be included in the Employment Term. term. Notwithstanding the foregoing, the Employee's initial bonus period (bthe "Initial Bonus Period") The Employee shall be eligible the period starting with the Bonus Starting Date and ending on fiscal year ended June 30, 2000, and the Company shall use its budget for that period (a copy of which the Company has provided to receive annual performance bonuses (such amounts are referred the Employee) to herein as determine the "Bonus") in such amounts as approved by Employee's eligibility for a bonus, and then apply the Compensation Committee applicable bonus percentage to that portion of the Board of Directors Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning on July 1, 2000 and participate in such bonus programs as are established for executive officers ending with the last day of the Company's fiscal year, and the Company shall prepare a budget for that period and determine the Employee's eligibility for a bonus in the manner described for the Initial Bonus Period. For the first 12 months of this Agreement, the Employee The bonus program shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% continue with each extension of the then existing SalaryEmployment Term as defined in paragraph 3 hereof, with the bonus periods corresponding to the Company's fiscal year. Bonuses shall continue to be calculated as described in this paragraph. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During the Employment Term, the Company shall also provide the Employee with fringe benefits that are substantially equivalent to the those fringe benefits specified on Exhibit "C" A (the "Fringe Benefits"). The Company shall also reimburse the Employee for any reasonable business expenses incurred on the Company's behalf in connection with the performance of his services during the Employment Term. (d) at such levels that are provided Employee with continue to be eligible for participation in Foilmark's Qualified Stock Option Plan (the senior officers "Foilmark Plan") to purchase shares of the Company's common stock, without par value, at an exercise price pursuant to and in accordance with such Foilmark Plan. (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company and to all of its affiliated companies during the Employment Term shall be $325,000 100,000.00 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the its normal payroll policies policy. These are the initial terms of the Companyannual compensation. The amount of Salary may change and compensation will be reviewed at least one time each calendar year by the Compensation Committee of the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the Company, in its sole discretion, may increase the Salary but shall not decrease the Salary during the Employment Termreflected. (b) The Employee shall be eligible to receive annual performance bonuses (such amounts are referred to herein as the "Bonus") in such amounts as approved by the Compensation Committee of the Board of Directors and participate in such bonus programs as are established for executive officers of the Company. For the first 12 months of this Agreement, the Employee shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% of the then existing Salary. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During the Employment Term, the Company shall also provide the Employee with those fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "CA" hereto (the "Fringe Benefits"). The Company shall also reimburse the Employee for any reasonable business expenses incurred on the Company's behalf in connection with the performance of the services during the Employment Term. (c) at such levels that are provided (i) HoloPak has granted to the senior officers Employee under its Non-Qualified Stock Option Plan (the "HoloPak Plan"), options to purchase shares of Common Stock ("Options") for 5,000 shares of HoloPak Common Stock at an exercise price of $2.5875 per share. The Options will vest and become exercisable in two equal installments on the first two (2) anniversaries of the Employment Agreement. Pursuant to and in accordance with Section 3.4 of the Merger Agreement, at the effective time of the Merger, the Options shall be converted into and become rights with respect to shares of common stock of the Company, and the Company shall assume each Option. (ii) As of the effective date of the Merger, the Company shall grant to the Employee under its 1995 Amended and Restated Employee Stock Option Plan (the "Plan") options ("Options") to purchase 6,000 shares of Company common stock, $.01 par value, at an exercise price and pursuant to the vesting schedule set forth in the Plan. (iii) The Employee will be an eligible participant in the Plan administered by the Company and, therefore, will be eligible for future grants of stock options in addition to the Options referred to above. The administrator of the Plan, which is currently the Compensation Committee of the Board of Directors of the Company, will determine from time to time whether any such additional Options shall be granted to the Employee and the exercise price vesting schedule and other terms of any such additional options that may be granted. (d) The Company's commitment to grant additional Options is subject to the Company's obtaining approval of such items by the Board of Directors of the Company. (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his her employment services to the Company and to all of its affiliated companies during the Employment Term shall be $325,000 72,000 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the normal payroll policies of the Companypolicy and in compliance with federal and state law. The Company may adjust the Salary will upward on an annual basis, but the Salary shall not be reviewed at least one time decreased. (b) Commencing on the date hereof (the "Bonus Starting Date") and continuing during the Employment Term, the Company shall pay the Employee a bonus in accordance with this paragraph 4(b). For each calendar fiscal year by during the Compensation Committee of Employment Term, the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the CompanyDirectors, in its sole discretion, may increase shall establish a budget for pretax income in accordance with generally accepted accounting principles consistently applied ("GAAP") and the Employee's bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: PERCENTAGE OF BONUS ATTAINED PERCENTAGE OF SALARY EARNED AS BONUS ---------------------------- ------------------------------------ less than 80% 0% 80% 6.5% 90% 13.0% 100% 20.0% 110% 26.5% 120% and above 33.0% For a percentage of budget achievement between the benchmarks, the percentage of the Salary but shall not decrease be linearly interpolated, provided that no bonus shall be paid for achievement less than 80% of budget and the maximum bonus shall be 50% of Salary in any event. In the case of a partial fiscal year, the Company shall adjust the bonus to correspond to the Company's budget and the Salary during for the portion of the applicable fiscal year that shall be included in the Employment Term. term. Notwithstanding the foregoing, the Employee's initial bonus period (bthe "Initial Bonus Period") The Employee shall be eligible the period starting with the Bonus Starting Date and ending on fiscal year ended June 30, 2000, and the Company shall use its budget for that period (a copy of which the Company has provided to receive annual performance bonuses (such amounts are referred the Employee) to herein as determine the "Bonus") in such amounts as approved by Employee's eligibility for a bonus, and then apply the Compensation Committee applicable bonus percentage to that portion of the Board of Directors Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning on July 1, 2000 and participate in such bonus programs as are established for executive officers ending with the last day of the Company's fiscal year, and the Company shall prepare a budget for that period and determine the Employee's eligibility for a bonus in the manner described for the Initial Bonus Period. For the first 12 months of this Agreement, the Employee The bonus program shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% continue with each extension of the then existing SalaryEmployment Term as defined in paragraph 3 hereof, with the bonus periods corresponding to the Company's fiscal year. Bonuses shall continue to be calculated as described in this paragraph. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During the Employment Term, the Company shall also provide the Employee with fringe benefits that are substantially equivalent to the those fringe benefits specified on Exhibit "C" A (the "Fringe Benefits"). The Company shall also reimburse the Employee for any reasonable business expenses incurred on the Company's behalf in connection with the performance of her services during the Employment Term. (d) at such levels that are provided Employee with continue to be eligible for participation in Foilmark's Qualified Stock Option Plan (the senior officers "Foilmark Plan") to purchase shares of the Company's common stock, without par value, at an exercise price pursuant to and in accordance with such Foilmark Plan. (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.

Compensation for Employment. (a) The initial basic annual rate of compensation of the Employee for his employment services to the Company during the Employment Term shall be $325,000 324,000 and such basic annual rate of compensation shall be increased to $350,000, effective January 1, 2000 (such amount is referred to herein as the "Salary"). The Employee's Salary shall be subject to annual review by the Board and may be increased, which as determined by the Board, effective January 1, 2001 and each January 1 thereafter during the Employment Term. Nothing herein shall preclude the Board from increasing the Employee's Salary at any other time during the Employment Term. The Employee's Salary shall be paid in accordance with the Company's payroll payment schedule in effect from time to time. (b) In addition to the Salary, during the Employment Term, the Company shall pay to the Employee a bonus (the "Bonus") for the fiscal year that will end December 31, 1999 and for each fiscal year thereafter during the Employment Term (each such year is referred to herein as a "Bonus Year"). The Bonus for each Bonus Year after shall be a percentage of the Salary in equal installments effect for the Bonus Year as referenced in Appendix 1 hereto and shall be payable if the Employee meets the specific financial and non-financial goals that the Compensation Committee shall have specified for the Employee for that Bonus Year, in accordance with the normal payroll policies annual incentive plan for executives of the CompanyParent Company and Affiliated Companies. The Salary will be reviewed at least one time each calendar year by Board or the Compensation Committee of may award the Board for possible increases, taking into account Employee such matters additional bonus amounts as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the Company, in its sole discretion, it from time to time may increase the Salary but shall not decrease the Salary during the Employment Termdeem appropriate. (bc) The Employee shall be eligible awarded each fiscal year pursuant to receive annual performance bonuses (such amounts are referred the Parent Company's Equity Compensation Plan, stock options to herein as the "Bonus") in such amounts as approved by the Compensation Committee purchase 25,000 shares of common stock of the Board of Directors and participate in such bonus programs Parent Company at fair market value as are established for executive officers of the Company. For the first 12 months of this Agreement, the Employee shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% of the then existing Salary. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option , which stock options shall provide that a maximum number of shares become exercisable in accordance with Appendix 2 and otherwise shall be qualified as "Incentive Stock Options" under applicable law subject to the terms and the regulations conditions of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereofEquity Compensation Plan. (d) During the Employment Term, the The Company shall provide the Employee with the same fringe benefits that are substantially equivalent to during the fringe benefits specified on Exhibit "C" (the "Fringe Benefits") at such levels Employment Term that are provided generally to the other senior officers executives of the CompanyAffiliated Companies. (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company during the Employment Term shall be $325,000 200,000 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the normal payroll policies of the Company. The Salary will be reviewed at least one time each calendar year by the Compensation Committee of the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the Company, in its sole discretion, may increase the Salary but shall not decrease the Salary during the Employment Term. (b) The Employee shall be eligible to receive annual performance bonuses (such amounts are referred to herein as the "Bonus") in such amounts as approved by the Compensation Committee of the Board of Directors and participate in such bonus programs as are established for executive officers of the Company. For the first 12 months of this Agreement, the Employee shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% of the then existing Salary. (c) On Subject to the date hereofapproval of the Compensation Committee of the Company's Board of Directors, the Company shall grant Employee a an incentive stock option (the "Base Option") to purchase 1,000,000 50,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in ) with an exercise price equal to the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments fair market value on the first, second date of grant. Such option will be granted under the Company's 1996 Equity Compensation Plan and third anniversaries will vest in four equal amounts (each representing 25% of the option) beginning on the date of grant and on the next three successive annual anniversary dates of the date of grant. The Base Option ; provided, however, -------- ------- that such option as well as an option for 50,000 shares granted in August 1996 and amended in September 1997 shall provide that automatically become fully vested upon a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations termination of the U.S. Internal Revenue ServiceEmployment Term pursuant to Sections 4(a), 4(b) or 5. In addition, on such options shall not expire upon termination of employment pursuant to sections 4a, 4b or 4c, but may be exercised thereafter until the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month 10th anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereofgrant. (d) During the Employment Term, the Company shall provide the Employee with fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "CA" (the "Fringe Benefits") at such levels that are provided to the senior officers of the Company. (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under this Section 3(d) 3 shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder. The Employee's Salary will be reviewed from time to time for possible increases, taking into account Employee's responsibilities, the profitability of the Company, compensation of other executives of the Company, increases in cost of living and other pertinent factors. In light of such review, the Company in its sole discretion, may increase the Salary but not decrease the Salary during the Employment Term. (f) The Company shall reimburse the Employee for those expenses that are incurred by him in connection with the performance of his duties under this Agreement, are reasonably related to the Company's business or that have been approved in writing by the Company's Board of Directors.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company during the Employment Term shall be the same amount (up to $325,000 157,500) on an annualized basis as Employee was entitled to under the Employment Agreement between FSI and Employee, dated December 20, 1995 immediately prior to the Merger (such amount amount, as adjusted in accordance with this Section 4, is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with the normal payroll policies of the Company. The Salary will may be reviewed at least one time each calendar year by the Compensation Committee of adjusted upward on an annual basis as the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the Companymay approve, in its sole discretion, may increase but the Salary but shall not decrease be decreased. In connection with the Salary during annual review of the Employment TermSalary, the Board shall consider changes in the cost of living, the Employee's own performance, the Company's performance and such other factors as the Board may deem appropriate. The Board may delegate to a Compensation Committee of the Board any review or other action to be performed by the Board under this Agreement. (b) The Employee shall be eligible to receive annual performance bonuses (such amounts are referred to herein participate in any incentive compensation plan that the Company may maintain for its top-level executives, including any bonus plan, as the "Bonus") same may be in such amounts as approved by effect from time to time during the Compensation Committee of the Board of Directors and participate in such bonus programs as are established for executive officers of the Company. For the first 12 months of this Agreement, the Employee shall receive a guaranteed Bonus of $300,000. After the first 12 months of this Agreement, the target Bonus shall equal 100% of the then existing SalaryEmployment Term. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During the Employment Term, the Company shall provide the Employee with fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "CA" (the "Fringe Benefits"). (d) at such levels that are provided Pursuant to a Non-Qualified Stock Option Grant Letter dated September 30, 1996 from FSI to the senior officers Employee (the "Grant Letter"), the Employee received options to purchase 175,000 shares of FSI's Common Stock. The Merger Agreement provides that in exchange for these FSI options the Employee will receive options to purchase certain shares of the Company. 's Class A Common Stock (e"Company Options") All amounts payable at an exercise price that is proportionally equivalent to the exercise price under the related FSI options. The Company shall cause the Company Options that will be received by the Employee pursuant to the Merger Agreement to vest at the same time and in the same manner as provided in the Grant Letter; provided, however, that if the Employment Term continues until October 1, 1997 or if the Employment Term is terminated by the Company under Sections 3(a) without cause prior to that date, then the Company Options that would otherwise vest and (b) become exercisable on January 1, 1998 pursuant to the operation of the preceding sentence shall vest and become exercisable on October 1, 1997. The stock option agreement between the Employee and the Fringe Benefits allowed under Section 3(d) Company shall be subject no less favorable to proration based upon the number of days in each such year that the Employee was employed by than the Grant Letter and shall, in any event, provide for a 2 year exercise period for such Company hereunderOptions following the termination of the Employment Term.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to the Company during the Employment Term shall be $325,000 150,000 (such amount amount, as adjusted in accordance with this Section 4, is referred to herein as the "Salary"), which the Company shall pay (or cause to be paid) to the Employee in equal installments in accordance with the normal payroll policies of the Company. The Salary will may be reviewed at least one time each calendar year by the Compensation Committee of adjusted upward on an annual basis as the Board for possible increases, taking into account such matters as the Employee's responsibilities, the profitability of the Company, the compensation of other executives of the Company, increases in cost of living and other factors deemed pertinent by the Committee. In light of such review, the Companymay approve, in its sole discretion, may increase but the Salary but shall not decrease the Salary during the Employment Termbe decreased. (b) The Employee shall be eligible to receive annual performance bonuses a bonus (such amounts are referred to herein as the "Bonus") in upon such amounts terms and conditions as approved may be determined from time to time by the Compensation Committee Board; provided, however, that (i) for the period from the date hereof through the end of the Board of Directors and participate in such bonus programs as are established for executive officers of the Company. For the first 12 months of this Agreement, 1996 the Employee shall receive a guaranteed Bonus no Bonus, and (ii) for the fourth quarter of the Company's 1997 fiscal year and the Company's 1998 fiscal year, and only in the event that the Company's income from operations for its 1998 fiscal year exceeds $300,000. After the first 12 months of this Agreement7,025,000, the target Bonus Company shall pay the Employee a bonus in an amount equal 100to the product of 1.25 times 2.34% of the Company's income from operations for the 1998 fiscal year without taking into account any bonuses paid to the Employee or other management-level employees of the Company pursuant to the Employment Agreements (as defined in the Reorganization Agreement ("Reorganization Agreement") dated September 25, 1996) ("Adjusted Pre-Tax Income"). Thereafter, the Company shall permit the Employee to participate in bonus plans comparable to those then existing Salaryprovided to other officers of Kent and its subsidiaries in comparable executive positions. Except as provided herein with respect to a termination, the Company shall pay the Bonus with respect to a particular fiscal year in the next fiscal year promptly after the receipt of the Kent's consolidated audited financial statements from its independent accountants. (c) On the date hereof, the Company shall grant Employee a stock option (the "Base Option") to purchase 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). The Base Option will contain such terms as contained in the form of Grant Letters attached as "Exhibit "A" hereto, including immediate vesting with respect to 100,000 shares and vesting in three equal 300,000 share increments on the first, second and third anniversaries of the date of grant. The Base Option shall provide that a maximum number of shares be qualified as "Incentive Stock Options" under applicable law and the regulations of the U.S. Internal Revenue Service. In addition, on the date hereof, the Company shall grant Employee a stock option (the "Performance Option") to purchase 500,000 shares of Common Stock. The Performance Option will include such terms as contained in the form of Grant Letter attached as Exhibit "B" hereto, including the following vesting schedule: (i) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $11.00 per share for ten consecutive trading days beginning prior to the 18 month anniversary of the date of this Agreement; (ii) 166,667 shares if the closing price of the Common Stock on Nasdaq reaches $17.00 per share for ten consecutive trading days beginning prior to the 27 month anniversary of the date of this Agreement; (iii) 166,666 shares if the closing price of the Common Stock on Nasdaq reaches $23.50 per share for ten consecutive trading days beginning prior to the 36 month anniversary of the date of this Agreement; and (iv) if not vested by the fourth anniversary of the date of this Agreement, then all shares underlying the Performance Option shall automatically vest on such date. Each of the Performance and Base Options shall immediately vest as to any non- vested portion upon any termination of employment pursuant to Section 5 hereof. (d) During the Employment Term, the Company shall provide (or cause to be provided) the Employee with fringe benefits that are substantially equivalent comparable to the fringe benefits specified on Exhibit "C" those provided to other officers of Kent and its subsidiaries in comparable executive positions (the "Fringe Benefits") at such levels that are provided to the senior officers of the Company). (e) All amounts payable by the Company under Sections 3(a) and (b) and the Fringe Benefits allowed under Section 3(d) shall be subject to proration based upon the number of days in each such year that the Employee was employed by the Company hereunder.