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 the Company and to all of its affiliated companies during the Employment Term shall be $100,000.00 (the "Salary"), which the Company shall pay to the Employee in accordance with its normal payroll policy. These are the initial terms of annual compensation. The amount of Salary may change and compensation will be reflected. (b) During the Employment Term, the Company shall also provide the Employee with those fringe benefits that are specified on Exhibit "A" 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) (i) HoloPak has granted to the 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.

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 the same amount (up to $100,000.00 157,500) 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, 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 its the normal payroll policy. These are policies of the initial terms of annual compensationCompany. The amount of Salary may change be adjusted upward on an annual basis as the Board may approve, in its sole discretion, but the Salary shall not be decreased. In connection with the annual review of the Salary, the Board shall consider changes in the cost of living, the Employee's own performance, the Company's performance and compensation will 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 reflectedperformed by the Board under this Agreement. (b) The Employee shall participate in any incentive compensation plan that the Company may maintain for its top-level executives, including any bonus plan, as the same may be in effect from time to time during the Employment Term. (c) 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 "A" 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. (cd) (i) HoloPak has granted Pursuant to the Employee under its a Non-Qualified Stock Option Plan Grant Letter dated September 30, 1996 from FSI to the Employee (the "HoloPak PlanGrant 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 ("Company Options") for 5,000 shares of HoloPak Common Stock at an exercise price of $2.5875 per sharethat 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 without cause prior to that date, then the Company Options that would otherwise vest and become exercisable in two equal installments on January 1, 1998 pursuant to the first two (2) anniversaries operation 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 preceding sentence shall be converted into vest and become rights with respect to shares of common exercisable on October 1, 1997. The stock of option agreement between the Company, Employee and the Company shall assume each Option. (ii) As of the effective date of the Merger, the Company shall grant be no less favorable to the Employee under its 1995 Amended than the Grant Letter and Restated Employee Stock Option Plan (shall, in any event, provide for a 2 year exercise period for such Company Options following 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 termination 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 grantedEmployment Term. (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.

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 $100,000.00 200,000 (such amount is referred to herein as the "Salary"), which the Company shall pay to the Employee in equal installments in accordance with its the normal payroll policy. These are policies of the initial terms of annual compensation. The amount of Salary may change and compensation will be reflectedCompany. (b) The Employee shall be eligible to receive annual bonuses 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. (c) Subject to the approval of the Compensation Committee of the Company's Board of Directors, the Company shall grant Employee an incentive stock option to purchase 50,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock") with an exercise price equal to the fair market value on the date of grant. Such option will be granted under the Company's 1996 Equity Compensation Plan and 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; provided, however, -------- ------- that such option as well as an option for 50,000 shares granted in August 1996 and amended in September 1997 shall automatically become fully vested upon a termination of the Employment Term pursuant to Sections 4(a), 4(b) or 5. In addition, such options shall not expire upon termination of employment pursuant to sections 4a, 4b or 4c, but may be exercised thereafter until the 10th anniversary of the date of grant. (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 "A" hereto (the "Fringe Benefits")) at such levels that are provided to the senior officers of the Company. (e) All amounts payable by the Company under this Section 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 Company shall also reimburse Employee's Salary will be reviewed from time to time for possible increases, taking into account Employee's responsibilities, the Employee for any reasonable business expenses incurred on profitability of the Company's behalf in connection with the performance , compensation of other executives of the services 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. (cf) (i) HoloPak has granted to The Company shall reimburse the Employee for those expenses that are incurred by him in connection with the performance of his duties 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 this 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 are reasonably related to the Company's obtaining approval of such items business or that have been approved in writing by the Company's Board of Directors of the CompanyDirectors.