EXHIBIT NO. 10
MATERIAL CONTRACTS
10.1
EMPLOYMENT CONTRACT - ▇▇▇▇▇▇▇ ▇▇▇▇▇
THIS EMPLOYMENT AGREEMENT made as of the 22nd day of September, 1994.
B E T W E E N:
PRINTING ASSOCIATES OF NEW YORK, INC., a corporation incorporated
pursuant to the laws of the State of New York
(the "Corporation")
OF THE FIRST PART
- and -
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, a resident of the State of New York
(the "Employee")
OF THE SECOND PART
WHEREAS the Corporation wishes to employ the Employee and the Employee
wishes to be employed by the Corporation on a full-time basis, on the terms and
conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual premises and conditions herein contained, the sum of U.S. TEN DOLLARS
(U.S.$10.00) now paid by each party hereto to the other and for other good and
valuable consideration (the receipt and sufficiency whereof being hereby
acknowledged), the parties hereto do hereby covenant and agree with each other
as follows:
1. SERVICES PROVIDED BY EMPLOYEE.
(a) The Corporation hereby agrees to employ the Employee and the Employee
hereby agrees to be employed by the Corporation upon and subject to
the terms and conditions hereinafter set forth. The Employee's
position shall be that of Vice-President of Sales and Marketing of the
Corporation subject to the instructions, directions and control of the
board of directors of the Corporation. The Employee shall perform such
duties which are commensurate with the Employee's aforesaid office in
connection with the Corporation and Printing Associates of Florida,
Inc. ("PAF").
(b) The character of the Employee's duties may be changed from time to
time by mutual consent without causing a termination of this Agreement
and notwithstanding such change the Employee's employment with the
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Corporation shall be construed as continuing under this Agreement as
modified.
2. TERMS OF AGREEMENT. The term of this Agreement shall be for a period
of three years commencing on the date hereof and terminating on September 22,
1997 (the "Term"). At the end of the Term, the Corporation and the Employee may
jointly negotiate the terms and conditions of a new employment agreement with
respect to the Corporation.
3. COMPENSATION. In consideration of the Employee's undertaking and
performance of the obligations contained herein, the Corporation shall pay to
the Employee a commission equal to 1% of the combined annual gross revenues of
PA and PAF up to U.S. $11,000,000 provided that when such combined gross
revenues exceed U.S. $11,000,000 the commission on such overage shall equal
1.5%. PA shall pay to the Employee a weekly draw against such commission based
on U.S. $120,000 per annum divided by 52, together with the use of a company car
not to exceed U.S. $11,000 per annum, health insurance and life insurance, such
life insurance not to exceed $U.S. $1,000 per annum. At six month intervals,
appropriate adjustments will be made to deal with commission draw surpluses
and/or shortfalls.
4. EXCLUSIVE AGREEMENT. During the Term the Employee shall not be
employed or engaged in any capacity in promoting, undertaking or carrying on any
other business which will interfere with his obligations under this Agreement.
The Employee shall devote such of his working time and attention to the business
of the Corporation and PAF as is necessary, as determined by the Corporation and
PAF acting reasonably, to fully carry out his duties hereunder. The Employee
shall faithfully serve the Corporation and PAF and shall perform his duties to
the best of his ability with due diligence and honesty.
5. TERMINATION OF EMPLOYMENT
(a) "Cause" when used in this Agreement shall mean the following:
(1) conduct amounting to a criminal offence;
(2) habitual drunkenness or drug use of the Employee;
(3) breach by the Employee of the provisions of this Agreement; or
(4) gross misconduct on the part of the Employee.
The employment of the Employee may be terminated forthwith by the
Corporation prior to the end of the Term upon the occurrence of any of the
following events:
(5) Cause;
(6) the death of the Employee;
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(7) the Employee is declared bankrupt;
(8) the Employee is adjudged unable to manage his own affairs by a
court of competent jurisdiction;
(9) the Employee makes an assignment for the benefit of creditors;
(10) the Employee becomes by reason of illness, disease, mental or
physical disability or otherwise, unable for a period of three
consecutive months to actively participate in the affairs of the
Corporation; or
(11) there is a material event of default giving rise to an
indemnification of Laser Friendly Inc. ("Laser") pursuant to
section 6.1 of the acquisition and plan of merger agreement dated
as of even date among the Employee, Laser, the Corporation, PA
(as hereinafter defined), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(the "Acquisition Agreement") and rights of setoff by Laser
pursuant to section 6.5 of the Acquisition Agreement. In the
event of any inconsistency between this Agreement and the
Acquisition Agreement, the Acquisition Agreement shall govern.
(b) Any termination of this Agreement pursuant to subsection 5(a) shall be
accompanied by written notice (the "Termination Notice") sent by
registered mail to the Employee or his personal representatives, as
the case may be, in the manner and at the address set forth in section
9.
(c) In the event of termination of this Agreement pursuant to any of the
provisions of subsection 6(a), the Employee or his personal
representatives, as the case may be, shall be entitled to receive any
accrued but unpaid remuneration payable pursuant to section 3, pro
rated on a daily basis to the date of termination.
6. CONFIDENTIALITY. The Employee acknowledges that in the course of
carrying out, performing and fulfilling his duties hereunder he will have access
to detailed, confidential and sensitive information and trade secrets relating
to the business carried on by the Corporation and PAF and their associated
companies and disclosure of any of such detailed, confidential and sensitive
information and trade secrets to competitors of the Corporation and/or PAF or to
the general public would be highly detrimental to the interests of the
Corporation and/or PAF. The Employee further acknowledges that the right to
maintain confidential such detailed, confidential and sensitive information and
trade secrets constitutes a proprietary right which the Corporation and PAF are
entitled to protect. Accordingly, the Employee covenants and agrees with the
Corporation that both during the Term and after termination hereof the Employee
shall not disclose any of such detailed, confidential and sensitive information,
trade secrets and other private affairs of the Corporation and PAF to any
person, firm, corporation or other entity howsoever designated or constituted
nor shall he use the same for any purpose other than that of furthering the
interests of the Corporation and/or PAF in the course of the Employee's
employment.
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7. NON-COMPETITION AND NON-SOLICITATION. During the Term and for a period
of three years thereafter, the Employee shall not; (i) either individually or in
partnership or jointly or in conjunction with any person or persons, or
corporations as principal, agent, shareholder, employee, consultant, adviser or
in any manner whatsoever, directly or indirectly, carry on the business of the
Corporation and/or PAF except for any equity share investment in a public
company whose shares are listed on a recognized stock exchange where such share
investment does not in the aggregate exceed 5% of the issued equity shares of
such company; or (ii) solicit any current or former clients or employees of the
Corporation and PAF. The Employee hereby agrees that the restrictions in this
section 7 are reasonable and valid and that all defences to the strict
enforcement thereof by the Corporation are hereby waived by the Employee. The
Employee further acknowledges that it is essential to the effective enforcement
of this Agreement that the Corporation shall be entitled to a remedy of
injunction and the Employee agrees that the Corporation shall be entitled
thereto solely for the enforcement of the provisions hereof.
8. INVALIDITY OR UNENFORCEABILITY. If any term or provision of this
Agreement or any portion of a term or provision hereof or the application
thereof to any person or circumstance to any extent shall be held invalid or
unenforceable by a court of competent jurisdiction the remainder of this
Agreement or the application of such terms or provisions or portion thereof to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby and each term and provision of this
Agreement and each portion thereof shall be valid and enforced to the fullest
extent permitted by law.
9. NOTICE. All notices which may or are required to be given pursuant
to any provision of this Agreement shall be given or made in writing and shall
be served personally or mailed by prepaid registered mail in the case of:
(a) the Corporation at:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Laser Friendly Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
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(b) the Employee at:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇
with a copy to:
Aguinick & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
The date of receipt of any such notice shall be deemed to be the date
of delivery of such notice if served personally or if mailed as aforesaid, the
third business day following the date of such mailing.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties relating to the subject matter contained herein and no
change or modification of any of its terms and provisions shall be effective
unless made in writing.
11. NO WAIVER. The waiver by any party or any breach of any term of this
Agreement shall not prevent the subsequent enforcement of that term and shall
not be deemed a waiver or any subsequent breach.
12. NON-ASSIGNMENT OF AGREEMENT. This Agreement shall not be assignable
by either party hereto without the consent in writing of the other party hereto.
13. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York.
14. BINDING EFFECT. This Agreement shall enure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and permitted assigns. For
greater certainty and without limitation, it is understood and agreed that
Printing Associates of New York, Inc. may merge to form Printing Associates
Incorporated.
15. COUNTERPARTS. This Agreement may be executed in several
counterparts each of which so executed shall be deemed to be an original and
such counter parts when taken together shall constitute one and the same
original agreement and shall be binding on the parties hereto.
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16. INDEPENDENT LEGAL ADVICE. The Employee represents and warrants
that he has received independent legal advice with respect to his entering
into this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
SIGNED, SEALED AND DELIVERED ) PRINTING ASSOCIATES OF
in the presence of ) NEW YORK, INC.
)
)
) Per: /s/ [illegible]
) ---------------------
)
/s/ [illegible] ) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------------) -------------------------
Witness ) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
)
Employment Agr - White
10.2
EMPLOYMENT CONTRACT - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
[LETTERHEAD]
PERSONAL AND CONFIDENTIAL
February 12, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇,
RE: Printing Associates Incorporated
Reference is made to the Employment Agreement (the "Agreement") dated the 22nd
day of September, 1994 between Printing Associates Incorporated (formerly
Printing Associates of New York Inc.) ("PANY") and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the
"Employee")
We hereby agree to amend the Agreement as follows:
1. Section 3 of the Agreement is deleted in its entirety and is replaced with
the following:
2. COMPENSATION. In consideration of the Employee's undertaking and
performance of the obligations contained herein, the Corporation shall
pay to the Employee a salary of U.S. $70,000 per annum during the Term
payable weekly in arrears and the use of a company car not to exceed
U.S. $10,000 per annum and daycare costs in lieu of healthcare
coverage not to exceed U.S. $6,000 per annum.
All other terms and conditions of the Agreement shall remain the same, in full
force and effect, unamended.
If you are in agreement with the foregoing please sign two original copies of
this letter an return one fully executed copy hereof to the writer's attention.
Yours truly,
PRINTING ASSOCIATES INCORPORATED
/s/ ▇ ▇ ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
President and Chief Executive Officer
Agreed to and accepted the
---------
day of February ,1997.
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
THIS EMPLOYMENT AGREEMENT made as of the 22nd day of September, 1994.
B E T W E E N:
PRINTING ASSOCIATES OF NEW YORK, INC., a corporation incorporated
pursuant to the laws of the State of New York
(the "Corporation")
OF THE FIRST PART
- and -
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a resident of the State of New York
(the "Employee")
OF THE SECOND PART
WHEREAS the Corporation wishes to employ the Employee and the Employee
wishes to be employed by the Corporation (as hereinafter defined) on a full-time
basis, on the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual premises and conditions herein contained, the sum of U.S. TEN DOLLARS
(U.S.$10.00) now paid by each party hereto to the other and for other good and
valuable consideration (the receipt and sufficiency whereof being hereby
acknowledged), the parties hereto do hereby covenant and agree with each other
as follows:
1. SERVICES PROVIDED BY EMPLOYEE.
(a) The Corporation hereby agrees to employ the Employee and the Employee
hereby agrees to be employed by the Corporation upon and subject to
the terms and conditions hereinafter set forth. The Employee's
position shall be that of Vice-President of Finance of the Corporation
subject to the instructions, directions and control of the board of
directors of the Corporation. The Employee shall perform such duties
which are commensurate with the Employee's aforesaid office in
connection with the Corporation and the Corporation's affiliates,
associates and subsidiaries from time to time, including without
limitation, Printing Associates of Florida, Inc., Printing Associates
of Pennsylvania, Inc. and Wintex International Inc. (collectively the
"Associated Companies").
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(b) The character of the Employee's duties may be changed from time to
time by mutual consent without causing a termination of this Agreement
and notwithstanding such change the Employee's employment with the
Corporation shall be construed as continuing under this Agreement as
modified.
2. TERMS OF AGREEMENT. The term of this Agreement shall be for a period
of five years commencing on the date hereof and terminating on September 22,
1999 (the "Term"). At the end of the Term, the Corporation and the Employee may
jointly negotiate the terms and conditions of a new employment agreement with
respect to the Corporation.
3. COMPENSATION. In consideration of the Employee's undertaking and
performance of the obligations contained herein, the Corporation shall pay to
the Employee a salary of U.S. $60,000.00 per annum during the Term payable
weekly in arrears and the use of a company car not to exceed U.S. $10,000 per
annum and daycare costs in lieu of healthcare coverage not to exceed $6,000.
4. EXCLUSIVE AGREEMENT. During the Term the Employee shall not be
employed or engaged in any capacity in promoting, undertaking or carrying on any
other business which will interfere with her obligations under this Agreement.
The Employee shall devote such of her working time and attention to the business
of the Corporation and the Associated Companies as is necessary, as determined
by the Corporation acting reasonably, to fully carry out her duties hereunder.
The Employee shall faithfully serve the Corporation and the Associated Companies
and shall perform her duties to the best of her ability with due diligence and
honesty.
5. TERMINATION OF EMPLOYMENT
(a) "Cause" when used in this Agreement shall mean the following:
(1) conduct amounting to a criminal offence;
(2) habitual drunkenness or drug use of the Employee;
(3) breach by the Employee of the provisions of this Agreement; or
(4) gross misconduct on the part of the Employee.
The employment of the Employee may be terminated forthwith by the
Corporation prior to the end of the Term upon the occurrence of any of the
following events:
(5) Cause;
(6) the death of the Employee;
(7) the Employee is declared bankrupt;
-3-
(8) the Employee is adjudged unable to manage her own affairs by a
court of competent jurisdiction;
(9) the Employee makes an assignment for the benefit of creditors; or
(10) the Employee becomes by reason of illness, disease, mental or
physical disability or otherwise, unable for a period of three
consecutive months to actively participate in the affairs of the
Corporation.
(b) Any termination of this Agreement pursuant to subsection 5(a) shall be
accompanied by written notice (the "Termination Notice") sent by
registered mail to the Employee or her personal representatives, as
the case may be, in the manner and at the address set forth in section
9.
(c) In the event of termination of this Agreement pursuant to any of the
provisions of subsection 5(a), the Employee or her personal
representatives, as the case may be, shall be entitled to receive any
accrued but unpaid remuneration payable pursuant to section 3, pro
rated on a daily basis to the date of termination.
6. CONFIDENTIALITY. The Employee acknowledges that in the course of
carrying out, performing and fulfilling her duties hereunder she will have
access to detailed, confidential and sensitive information and trade secrets
relating to the business carried on by the Corporation and the Associated
Companies and disclosure of any of such detailed, confidential and sensitive
information and trade secrets to competitors of the Corporation and the
Associated Companies or to the general public would be highly detrimental to the
interests of the Corporation and the Associated Companies. The Employee further
acknowledges that the right to maintain confidential such detailed, confidential
and sensitive information and trade secrets constitutes a proprietary right
which the Corporation and the Associated Companies are entitled to protect.
Accordingly, the Employee covenants and agrees with the Corporation that both
during the Term and after termination hereof the Employee shall not disclose any
of such detailed, confidential and sensitive information, trade secrets and
other private affairs of the Corporation and the Associated Companies to any
person, firm, corporation or other entity howsoever designated or constituted
nor shall she use the same for any purpose other than that of furthering the
interests of the Corporation and/or the Associated Companies in the course of
the Employee's employment.
7. NON-COMPETITION AND NON-SOLICITATION. During the Term and for a period
of five years thereafter, the Employee shall not; (i) either individually or in
partnership or jointly or in conjunction with any person or persons, or
corporations as principal, agent, shareholder, employee, consultant, adviser or
in any manner whatsoever, directly or indirectly, carry on the business of the
Corporation and the Associated Companies or their associated companies except
for any equity share investment in a public company whose shares are listed on a
recognized stock exchange where such share investment does not in the aggregate
exceed 5% of the issued equity shares of such company; or (ii) solicit any
current or former clients or
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employees of the Corporation and the Associated Companies. The Employee hereby
agrees that the restrictions in this section 7 are reasonable and valid and that
all defences to the strict enforcement thereof by the Corporation are hereby
waived by the Employee. The Employee further acknowledges that it is essential
to the effective enforcement of this Agreement that the Corporation shall be
entitled to a remedy of injunction and the Employee agrees that the Corporation
shall be entitled thereto solely for the enforcement of the provisions hereof.
8. INVALIDITY OR UNENFORCEABILITY. If any term or provision of this
Agreement or any portion of a term or provision hereof or the application
thereof to any person or circumstance to any extent shall be held invalid or
unenforceable by a court of competent jurisdiction the remainder of this
Agreement or the application of such terms or provisions or portion thereof to
persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby and each term and provision of this
Agreement and each portion thereof shall be valid and enforced to the fullest
extent permitted by law.
9. NOTICE. All notices which may or are required to be given pursuant
to any provision of this Agreement shall be given or made in writing and shall
be served personally or mailed by prepaid registered mail in the case of:
(a) the Corporation at:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Laser Friendly Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(b) the Employee at:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------
Islip Terrace
---------------
NY 11752
---------------
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The date of receipt of any such notice shall be deemed to be the date
of delivery of such notice if served personally or if mailed as aforesaid, the
third business day following the date of such mailing.
10. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties relating to the subject matter contained herein and no
change or modification of any of its terms and provisions shall be effective
unless made in writing.
11. NO WAIVER. The waiver by any party or any breach of any term of
this Agreement shall not prevent the subsequent enforcement of that term and
shall not be deemed a waiver or any subsequent breach.
12. NON-ASSIGNMENT OF AGREEMENT. This Agreement shall not be assignable
by either party hereto without the consent in writing of the other party
hereto.
13. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York.
14. BINDING EFFECT. This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and permitted assigns. For
greater certainty without limitation, it is understood and agreed that
Printing Associates of New York, Inc. and Printing Associates Incorporated
may merge to form Printing Associates Incorporated.
15. COUNTERPARTS. This Agreement may be executed in several
counterparts each of which so executed shall be deemed to be an original and
such counter parts when taken together shall constitute one and the same
original agreement and shall be binding on the parties hereto.
16. INDEPENDENT LEGAL ADVICE. The Employee represents and warrants that
she has received independent legal advice with respect to her entering into
this Agreement.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement.
SIGNED, SEALED AND DELIVERED ) PRINTING ASSOCIATES OF
In the presence of ) NEW YORK, INC.
)
)
) Per: /s/ [illegible]
) ---------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Witness ) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
)
Employment Agr - Danseglio
