Common use of Compensation for Employment Clause in Contracts

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco and to all of its affiliated companies during the Employment Term shall be $150,000 (the "Salary"), which Tufco shall pay to the Employee in accordance with its normal payroll policy. Tufco may adjust the Salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased. (b) Commencing as of October 1, 1996, (the "Bonus Starting Date") and continuing during the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, 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 in relation to the percentage achievement of that budget as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than 90% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 90% of budget and the maximum bonus shall be 100% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco'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 (the "Initial Bonus Period") shall be the period starting with October 1, 1996, and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco 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. (c) During the Employment Term, Tufco shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's behalf in connection with the performance of his services during the Employment Term.

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco and to all of its Tufco's subsidiaries and affiliated companies during the Employment Term shall be $150,000 200,000 (the "Salary"), which Tufco shall pay to the Employee in accordance with its normal payroll policyequal monthly installments. Tufco may adjust the Salary salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased.. 2 (b) Commencing as of October 1, 1996, (the "Bonus Starting Date") 1996 and continuing during the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, 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 in relation to the percentage achievement of that budget as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than ------------------------------------------- <85% 0% 85% 35% 90% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement that constitutes less than 9085% of the budget and the maximum bonus shall be 100% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco'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 (the "Initial Bonus Period") shall be the period starting with October 1, 1996, and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco 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. (c) During the Employment Term, Tufco shall also provide the Employee with a $600 car allowance and health benefits consistent with those fringe benefits that are specified on Exhibit "A" hereto provided to other senior executives of Tufco. The Employee will be entitled to five (5) weeks of vacation for each year of the "Fringe Benefits")Employment Term. Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's behalf in connection with the performance of his services during the Employment Term. (d) During the Employment Term and thereafter until the Employee attains age 65, the Company will include the Employee, his wife and his children under the age of twenty-five in whatever health care benefit plans that the Company generally provides to its senior executive officers from time to time, but only to the extent that the terms of such plans permit doing so. Tufco will cease covering the Employee's children upon the earlier of the child's attainment of the age 25 or graduation from college. (e) During the Employment Term, the Company will provide the Employee with term life insurance in the amount of $250,000. Upon termination of the Employment Term, the Company will provide the Employee with term life insurance in the amount of $125,000, until the Employee attains age 65.

Compensation for Employment. (a) The initial basic annual rate of compensation of the Employee for his employment services to Tufco and to all of its affiliated companies during the Employment Term Company shall be $150,000 324,000 and such basic annual rate of compensation shall be increased to $350,000, effective January 1, 2000 (the "Salary"). The Employee's Salary shall be subject to annual review by the Board and may be increased, which Tufco as determined by the Board, effective January 1, 2001 and each January 1 thereafter during the Employment Term. Nothing herein shall pay to preclude the Employee 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 its normal the Company's payroll policy. Tufco may adjust the Salary upward on an annual basis as the Board may determine, but the Salary shall not be decreasedpayment schedule in effect from time to time. (b) Commencing as of October 1In addition to the Salary, 1996, (the "Bonus Starting Date") and continuing during the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the BoardCompany 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 its sole discretioneffect 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, 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 in relation to the percentage achievement of that budget as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than 90% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid annual incentive plan for achievement less than 90% of budget and the maximum bonus shall be 100% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco's budget and the salary for the portion executives of the applicable fiscal year that shall be included in the Employment Term. Notwithstanding the foregoing, the Employee's initial bonus period (the "Initial Bonus Period") shall be the period starting with October 1, 1996, Parent Company and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus PeriodAffiliated Companies. The Employee's second Board or the Compensation Committee may award the Employee such additional bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco shall prepare a budget for that period and determine the Employee's eligibility for a bonus in the manner described for the Initial Bonus Periodamounts as it from time to time may deem appropriate. (c) During The Employee shall be awarded each fiscal year pursuant to the Employment TermParent Company's Equity Compensation Plan, Tufco stock options to purchase 25,000 shares of common stock of the Parent Company at fair market value as of the date of grant, which stock options shall also become exercisable in accordance with Appendix 2 and otherwise shall be subject to the terms and conditions of the Equity Compensation Plan. (d) The Company shall provide the Employee with those the same fringe benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's behalf in connection with the performance of his services during the Employment TermTerm that are provided generally to other senior executives of the Affiliated Companies.

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco and to all of its affiliated companies during the Employment Term shall be $150,000 200,000 (the "“Salary"”), which Tufco shall pay to the Employee in accordance with its normal payroll policy. Tufco may adjust the Salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased. (b) Commencing as of October 1, 1996, (the "Bonus Starting Date") and continuing during During the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, shall establish a budget target for pre-tax income in accordance with generally accepted accounting principles consistently applied ("“GAAP"”) and the Employee's ’s bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget target as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than Below 80% 0.0 % 80% 20 % 90% 4027.5 % 100% 5035 % 110% 6042.5 % 120% 70% 130% 80% 140% 90% 150% 100and above 50 % For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be is paid for achievement less than 9080% of budget target and the maximum bonus shall be 10050% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco's budget ’s target and the salary Salary for the portion of the applicable fiscal year that shall be included in the Employment Term. Notwithstanding the foregoing, the Employee's ’s initial bonus period (the "“Initial Bonus Period"”) shall be the period starting with October 1, 1996, 2011 and ending September 30, 19972012, and Tufco shall use its budget target for that period to determine the Employee's ’s eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's ’s annual Salary that relates to the Initial Bonus Period. The Employee's second Any bonus earned by the Employee with respect to a bonus period shall be paid to the Employee no later than March 15 of the year following the year in which the bonus period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco shall prepare a budget for that period and determine the Employee's eligibility for a bonus in the manner described for the Initial Bonus Periodended. (c) During the Employment Term, Tufco shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's ’s behalf in connection with the performance of his services during the Employment Term. Such reimbursement shall be made no later than the end of the year following the year in which the underlying business expense was incurred. In addition, no reimbursement shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement during any calendar year shall not affect the amount available for reimbursement in a subsequent calendar year.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to Tufco and to all of its affiliated companies during the Employment Term Company hereunder shall be $150,000 the Employee's annual salary on the date hereof (the "Salary"), which Tufco the Company shall pay to the Employee in equal installments in accordance with its normal the Company's payroll policypayment schedule in effect from time to time. Tufco The Salary may adjust the Salary be adjusted upward on an annual basis as the Board of Directors of the Company (the "Board") may determineapprove, in its sole discretion, from time to time, but the Salary shall not be decreased. (b) Commencing as of October January 1, 1996, (the "Bonus Starting Date") and continuing during the Employment Term, Tufco shall pay the Employee shall be entitled to a bonus or such other incentive compensation as may be provided under any plan or program established from time to time by the Board, in its sole discretion. Through December 31, 1995, the Employee shall be entitled to an annual bonus payable in accordance with this paragraph (b). For each fiscal year during the Employment Termterms of the Company's Executive Committee Incentive Program with respect to Pamarco Europe - 1993, with the following modification: for the period January 1 through December 31, 1995, the Board, in its sole discretion, shall establish a budget for pre-tax income of Pamarco Europe 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: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than --------------------------------------------- <90% 400% 90% 10% 100% 5020% 110% 6030% 120125% 70% 130% 80% 140% 90% 150% 10035% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 90% of budget and the maximum bonus shall be 10035% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco'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 (the "Initial Bonus Period") shall be the period starting with October 1, 1996, and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco 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. (c) During the Employment Term, Tufco the Company shall also provide provide, the Employee with those fringe benefits that are substantially equivalent to the fringe benefits specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco . (d) This Agreement provides the total compensation that shall also reimburse be due to the Employee for from Pamarco and any reasonable business expenses incurred on Tufco's behalf in connection Affiliated Companies with respect to any services provided by the performance of his services during the Employment TermEmployee thereto.

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco and to all of its affiliated companies during the Employment Term shall be $150,000 170,000 (the "“Salary"”), which Tufco shall pay to the Employee in accordance with its normal payroll policy. Tufco may adjust the Salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased. (b) Commencing as of October 1, 1996, (the "Bonus Starting Date") and continuing during During the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, shall establish a budget target for pre-tax income in accordance with generally accepted accounting principles consistently applied ("“GAAP"”) and the Employee's ’s bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget target as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than Below 80% 0.0% 80% 14% 90% 4019% 100% 5024.5% 110% 6030% 120% 70% 130% 80% 140% 90% 150% 100and above 35% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be is paid for achievement less than 9080% of budget target and the maximum bonus shall be 10035% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco's budget ’s target for pre-tax income and the salary Salary for the portion of the applicable fiscal year that shall be included in the Employment Term. Notwithstanding the foregoing, the Employee's ’s initial bonus period (the "“Initial Bonus Period"”) shall be the period starting with October 1, 1996, 2013 and ending September 30, 19972014, and Tufco shall use its budget target for pre-tax income for that period to determine the Employee's ’s eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's ’s annual Salary that relates to the Initial Bonus Period. The Employee's second Any bonus earned by the Employee with respect to a bonus period shall be paid to the Employee no later than March 15 of the year following the year in which the bonus period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco shall prepare a budget for that period and determine the Employee's eligibility for a bonus in the manner described for the Initial Bonus Periodended. (c) During the Employment Term, Tufco shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's ’s behalf in connection with the performance of his services during the Employment Term. Such reimbursement shall be made no later than the end of the year following the year in which the underlying business expense was incurred. In addition, no reimbursement shall be subject to liquidation or exchange for another benefit and the amount available for reimbursement during any calendar year shall not affect the amount available for reimbursement in a subsequent calendar year.

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco the Company and to all of its affiliated companies during the Employment Term shall be $150,000 167,000 (the "Salary"), which Tufco the Company shall pay to the Employee in accordance with its the normal payroll policypolicy and in compliance with federal and state law. Tufco The Company may adjust the Salary upward on an annual basis as the Board may determinebasis, but the Salary shall not be decreased. (b) Commencing as of October 1, 1996, on the date hereof (the "Bonus Starting Date") and continuing during the Employment Term, Tufco the Company shall pay the Employee a bonus in accordance with this paragraph (b4(b). For each fiscal year during the Employment Term, the BoardBoard of Directors, in its sole discretion, shall establish a budget for pre-tax 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: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less PERCENTAGE OF BONUS ATTAINED PERCENTAGE OF SALARY EARNED AS BONUS ---------------------------- ------------------------------------ less than 80% 0% 80% 10% 90% 20% 100% 30% 110% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100and above 50% For a percentage of budget achievement between the benchmarks, the percentage of the Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 9080% of budget and the maximum bonus shall be 10050% of Salary in any event. In the case of a partial fiscal year, Tufco the Company shall adjust the bonus to correspond to Tufcothe Company's budget and the salary Salary for the portion of the applicable fiscal year that shall be included in the Employment Termterm. Notwithstanding the foregoing, the Employee's initial bonus period (the "Initial Bonus Period") shall be the period starting with October 1the Bonus Starting Date and ending on fiscal year ended June 30, 19962000, and ending September 30, 1997, and Tufco the Company shall use its budget for that period (a copy of which the Company has provided to the Employee) to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October on July 1, 1997 2000 and ending with the last day of Tufcothe Company's fiscal year, and Tufco 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. The bonus program shall continue with each extension of the Employment 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) During the Employment Term, Tufco the Company shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto A (the "Fringe Benefits"). Tufco The Company shall also reimburse the Employee for any reasonable business expenses incurred on Tufcothe Company's behalf in connection with the performance of his services during the Employment Term. (d) Employee with continue to be eligible for participation in Foilmark's Qualified Stock Option Plan (the "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.

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco the Company and to all of its affiliated companies during the Employment Term shall be $150,000 200,000 (the "Salary"), which Tufco the Company shall pay to the Employee in accordance with its normal payroll policy. Tufco may adjust the Salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased. 2 (b) Commencing as of October September 1, 1996, 1997 (the "Bonus Starting Date") and continuing during the Employment Term, Tufco the Company shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, 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 in relation to the percentage achievement of that budget as follows: 2 Percentage of Budget Target Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less ------------------------------------------------------- less than 9080% 0% 80%-90% 10% 90%-100% 20% 100%-110% 30% 110%-120% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100less than or equal to 50% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 9080% of budget and the maximum bonus shall be 10050% of Salary in any event. In the case of a partial fiscal year, Tufco the Company shall adjust the bonus to correspond to Tufcothe 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 (the "Initial Bonus Period") shall be the period starting with October 1, 1996, the Bonus Starting Date and ending September 301, 19971998, and Tufco the Company shall use its budget for that period (a copy of which the Company has provided to the Employee) to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco 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. (c) During the Employment Term, Tufco the Company shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco The Company shall also reimburse the Employee for any reasonable business expenses incurred on Tufcothe 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 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 Marcx 0, 0000, (xx) 00,333 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 Employee.

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco and to all of its Tufco’s subsidiaries and affiliated companies during the Employment Term shall be $150,000 200,000 (the "“Salary"”), which Tufco shall pay to the Employee in accordance with its normal payroll policyequal monthly installments. Tufco may adjust the Salary salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased. (b) Commencing as of October 1, 1996, (the "Bonus Starting Date") 1996 and continuing during the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, shall establish a budget for pre-tax income in accordance with generally accepted accounting principles consistently applied ("GAAP") and the Employee's ’s bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than 90% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement that constitutes less than 9085% of the budget and the maximum bonus shall be 100% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco's ’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 (the "Initial Bonus Period") shall be the period starting with October 1, 1996, and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco 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. (c) During the Employment Term, Tufco shall also provide the Employee with a $600 car allowance and health benefits consistent with those fringe benefits that are specified on Exhibit "A" hereto provided to other senior executives of Tufco. The Employee will be entitled to five (5) weeks of vacation for each year of the "Fringe Benefits")Employment Term. Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's ’s behalf in connection with the performance of his services during the Employment Term. (d) During the Employment Term and thereafter until the Employee attains age 65, the Company will include the Employee, his wife and his children under the age of twenty-five in whatever health care benefit plans that the Company generally provides to its senior executive officers from time to time, but only to the extent that the terms of such plans permit doing so. Tufco will cease covering the Employee’s children upon the earlier of the child’s attainment of the age 25 or graduation from college. (e) During the Employment Term, the Company will provide the Employee with term life insurance in the amount of $250,000. Upon termination of the Employment Term, the Company will provide the Employee with term life insurance in the amount of $125,000, until the Employee attains age 65.

Compensation for Employment. (a) The basic annual compensation of the Employee for all of his employment services rendered to Tufco and to all of its affiliated companies during the Employment Term shall be $150,000 165,000 (the "“Salary"”), which Tufco shall pay to the Employee in accordance with its normal payroll policypolicies, and less applicable deductions. Tufco may adjust the Salary upward on an annual basis as the Board may determinedetermine in its discretion, but the Salary shall not be decreased. (b) Commencing as of October 1March 27, 1996, 2002 (the "“Bonus Starting Date"”) and continuing during the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year of Tufco during the Employment Term, the Board, in its sole discretion, shall establish a budget target for pre-tax income in accordance with generally accepted accounting principles consistently applied ("“GAAP") ”), and the Employee's ’s bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget target as follows: 2 Percentage of Percentage of Salary Budget Target Attained Earned as Bonus --------------- --------------- Less than 80% 30 % 90% 4040 % 100% 5050 % 110% 6060 % 120% 7070 % 130% 8080 % 140% 9090 % 150% 100100 % For a percentage of budget target achievement between the above benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement of less than 9080% of budget target and the maximum bonus shall be 100% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco'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 ’s initial bonus period (the "“Initial Bonus Period"”) shall be the period starting with October 1March 27, 19962002, and ending September 30, 19972002, and Tufco shall use its annual budget pro-rated for that period to determine the Employee's ’s eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's ’s second bonus period shall be the period beginning October 1, 1997 2002 and ending with the last day of Tufco's ’s 2003 fiscal year, . Any bonus to be paid under this paragraph (b) shall be payable following the close of the applicable fiscal year at the time and Tufco shall prepare a budget for that period and determine in accordance with the Employee's eligibility for a bonus in the manner described for the Initial Bonus Periodpractices generally followed by Tufco. (c) During the Employment Term, Tufco shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto (the "following “Fringe Benefits"). :” (i) A Tufco paid life insurance policy of $250,000. (ii) Tufco paid medical, dental, visual and wellness benefits on the same terms these benefits are generally made available to senior officers of Tufco. (iii) Golfing membership to the Green Bay Country Club with monthly dues, assessments and business expenses paid by Tufco. (iv) Vacation of four weeks per year. (v) Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's ’s behalf in connection with the performance of his services during the Employment TermTerm in accordance with Tufco policy. (vi) Such other benefits which Tufco may make available to its senior officers.

Compensation for Employment. (a) The basic annual compensation of the Employee for his her employment services to Tufco the Company and to all of its affiliated companies during the Employment Term shall be $150,000 72,000 (the "Salary"), which Tufco the Company shall pay to the Employee in accordance with its the normal payroll policypolicy and in compliance with federal and state law. Tufco The Company may adjust the Salary upward on an annual basis as the Board may determinebasis, but the Salary shall not be decreased. (b) Commencing as of October 1, 1996, on the date hereof (the "Bonus Starting Date") and continuing during the Employment Term, Tufco the Company shall pay the Employee a bonus in accordance with this paragraph (b4(b). For each fiscal year during the Employment Term, the BoardBoard of Directors, in its sole discretion, shall establish a budget for pre-tax 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: 2 Percentage of Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less PERCENTAGE OF BONUS ATTAINED PERCENTAGE OF SALARY EARNED AS BONUS ---------------------------- ------------------------------------ less than 80% 0% 80% 6.5% 90% 4013.0% 100% 5020.0% 110% 6026.5% 120% 70% 130% 80% 140% 90% 150% 100and above 33.0% For a percentage of budget achievement between the benchmarks, the percentage of the Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 9080% of budget and the maximum bonus shall be 10050% of Salary in any event. In the case of a partial fiscal year, Tufco the Company shall adjust the bonus to correspond to Tufcothe Company's budget and the salary Salary for the portion of the applicable fiscal year that shall be included in the Employment Termterm. Notwithstanding the foregoing, the Employee's initial bonus period (the "Initial Bonus Period") shall be the period starting with October 1the Bonus Starting Date and ending on fiscal year ended June 30, 19962000, and ending September 30, 1997, and Tufco the Company shall use its budget for that period (a copy of which the Company has provided to the Employee) to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October on July 1, 1997 2000 and ending with the last day of Tufcothe Company's fiscal year, and Tufco 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. The bonus program shall continue with each extension of the Employment 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) During the Employment Term, Tufco the Company shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" hereto A (the "Fringe Benefits"). Tufco The Company shall also reimburse the Employee for any reasonable business expenses incurred on Tufcothe Company's behalf in connection with the performance of his her services during the Employment Term. (d) Employee with continue to be eligible for participation in Foilmark's Qualified Stock Option Plan (the "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.

Compensation for Employment. (a) The basic annual compensation of the Employee for his employment services to Tufco and to all of its affiliated companies during the Employment Term shall be $150,000 156,000 (the "“Salary"”), which Tufco shall pay to the Employee in accordance with its normal payroll policy. Tufco may adjust the Salary upward on an annual basis as the Board may determine, but the Salary shall not be decreased. (b) Commencing as of October 1, 1996, 2008 (the "“Bonus Starting Date"”) and continuing during the Employment Term, Tufco shall pay the Employee a bonus in accordance with this paragraph (b). For each fiscal year during the Employment Term, the Board, in its sole discretion, shall establish a budget for pre-tax income in accordance with generally accepted accounting principles consistently applied ("“GAAP"”) and the Employee's ’s bonus will vary as a percentage of Salary in relation to the percentage achievement of that budget as follows: 2 Percentage of Budget Attained Percentage of Salary Budget Attained Earned as Bonus --------------- --------------- Less than 79% and below 0.0 % 80% 20.0 % 90% 4027.5 % 100% 5035.0 % 110% 6042.5 % 120% 70% 130% 80% 140% 90% 150% 100and above 50.0 % For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be is paid for achievement less than 9080% of budget and the maximum bonus shall be 10050% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco's ’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 (the "Initial Bonus Period") shall be the period starting with October 1, 1996, and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus Period. The Employee's second bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco 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. (c) During the Employment Term, Tufco shall also provide the Employee with those fringe benefits that are specified on Exhibit "“A" ” hereto (the "“Fringe Benefits"”). Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's ’s behalf in connection with the performance of his services during the Employment Term.

Compensation for Employment. (a) The basic annual rate of compensation of the Employee for his employment services to Tufco the Company, the Management Company and to all of its affiliated companies the other Subsidiaries during the Employment Term shall be at least $150,000 450,000 or such higher amount as may be approved by the Board at any time during the Employment Term (the "Salary"), which Tufco the Management Company shall pay to the Employee in accordance with its normal the Management Company's payroll policypayment schedule in effect from time to time. Tufco may adjust the Salary upward on an annual basis as the The Board may determine, but the Salary shall not be decreaseddecrease the salary at any time during the Employment Term. (b) Commencing as of October 1In addition to the Salary, 1996, (the "Bonus Starting Date") and continuing during the Employment Term, Tufco 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 accordance with 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). For each fiscal year during Seventy percent of the Employment TermPost 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 Board, in its sole discretion, specific goals that the Compensation Committee shall establish a budget have specified for pre-tax income in accordance the Employee with generally accepted accounting principles consistently applied ("GAAP") and the Employee's bonus will vary as a percentage of Salary in relation respect to the percentage achievement of that budget as follows: 2 Percentage of Percentage of Salary Budget Attained Earned as particular Bonus --------------- --------------- Less than 90% 40% 100% 50% 110% 60% 120% 70% 130% 80% 140% 90% 150% 100% For a percentage of budget achievement between the benchmarks, the percentage of Salary shall be linearly interpolated, provided that no bonus shall be paid for achievement less than 90% of budget and the maximum bonus shall be 100% of Salary in any event. In the case of a partial fiscal year, Tufco shall adjust the bonus to correspond to Tufco'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 (the "Initial Bonus Period") shall be the period starting with October 1, 1996, and ending September 30, 1997, and Tufco shall use its budget for that period to determine the Employee's eligibility for a bonus, and then apply the applicable bonus percentage to that portion of the Employee's annual Salary that relates to the Initial Bonus PeriodYear. The Employee's second Board or the Compensation Committee may award the Employee such additional bonus period shall be the period beginning October 1, 1997 and ending with the last day of Tufco's fiscal year, and Tufco shall prepare a budget for that period and determine the Employee's eligibility for a bonus in the manner described for the Initial Bonus Periodamounts as it from time to time may deem appropriate. (c) During 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 TermTerm 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, Tufco 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 those fringe the following benefits that are specified on Exhibit "A" hereto (the "Fringe Benefits"). Tufco shall also reimburse the Employee for any reasonable business expenses incurred on Tufco's behalf in connection with the performance of his services ) during the Employment Term. (i) $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 may provide generally to other senior executives of that Company; and (v) reimbursement of legitimate business expenses incurred on or prior to the date of termination.