Senior Vice President, Marketing and Sales Employment Agreement

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT ("AGREEMENT") IS MADE APRIL 1, 2004, BY AND BETWEEN COLOR IMAGING, INC. ("EMPLOYER"), WHOSE ADDRESS IS 4350 PEACHTREE BOULEVARD, SUITE 100, NORCROSS, GEORGIA 30071, AND PATRICK J. WILSON ("EMPLOYEE"), WHOSE ADDRESS IS 2670 HAZY HOLLOW RUN, ROSWELL, GEORGIA 30076.


WHEREAS, EMPLOYER is in the business of developing, manufacturing and marketing worldwide products used in electronic printing and photocopying, formulating and manufacturing black text and specialty toners, including color and magnetic character recognition toners for numerous laser printers, facsimile machines and analog and digital photocopiers and suppling other consumable products used in electronic printing and photocopying, including toner cartridges, cartridge components, photoreceptors and imaging drums, all in one cartridges, and parts worldwide ("Employer Business"), and


WHEREAS, EMPLOYER's business objectives are to further develop, manufacture and market digital, color and other specialty products and source state-of-the-art products from key suppliers, and


WHEREAS, EMPLOYER is a corporation duly organized under the laws of the State of Delaware with its headquarters in the State of Georgia, and


WHEREAS, EMPLOYER desires to hire Employee as Senior Vice President, Marketing and Sales, under the terms herein to promote Employer's business goals,


NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, the parties agree as follows:


ARTICLE I
TERM OF EMPLOYMENT


SECTION1.01. The term of this Agreement is for a two (2) year period, unless sooner terminated as provided herein below. Employer's employment shall automatically terminate upon the death of Employee. Employer may terminate Employee's employment in the event of Employee's Disability (as defined below). "Disability" means the inability of Employee to perform those duties and responsibilities which are essential functions of Employee's position due to illness, accident or other physical or mental incapacity for a period of more than 60 consecutive days or more than 90 days in any 180-day period.


SECTION 1.02. Employee, at his election, may terminate this Agreement on three months' written notice to Employer. Employer may terminate this Agreement at any time, with or without Cause (as defined below), by providing Employee notice, either verbally or in writing. If Employee's employment is terminated by Employer for any reason other than death, Disability, or For Cause, Employee shall be entitled to severance equal to the lesser of (a) the product of (i) three, multiplied by (ii) Employee's monthly base salary, or (b) the product of (i) the number of months remaining in the then current term of the Agreement, multiplied by (ii) Employee's monthly base salary. Severance amounts due under this Section 1.02 shall be paid on Employer's normal payroll schedule over the three month period (or such lesser period as may be applicable pursuant to the foregoing sentence) with respect to which severance is due. "For Cause" shall mean termination resulting from (a) Employee's act or acts amounting to negligence or moral turpitude which are materially detrimental to Employer or its reputation; (b) Employee's fraud or embezzlement of funds or property; (c) Employee's conviction of, pleading guilty to, or confessing to any felony; or (d) Employee's failure to observe or perform any material covenant, condition,


or provision of this Agreement or of Employer's written policies, which failure is not remedied within 30 days after notice of such failure is given to Employee by Employer. Notwithstanding any termination, Employee will be due any salary earned or expenses incurred prior to the effective date of the termination.


ARTICLE II
DUTIES OF EMPLOYEE


SECTION 2.01. Employee will devote Employee's entire productive time, ability and attention to the business of the Employer during the term of this Agreement. The Employee will not directly or indirectly render any services of a business, commercial, or professional nature, to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Employer. Said consent will not be unreasonably withheld by Employer.


SECTION 2.02. Employee will perform his duties from Employer's headquarters located at 4350 Peachtree Industrial Blvd, Norcross, GA 30071 ("Headquarters"). However, at any time deemed necessary or advisable by the Employer, for business purposes, the Employee will work at such other place or places as may be determined by the Employer.


SECTION 2.03. In the event that Employee is assigned a temporary work location during the term of this Agreement at a place other than the Employee's then assigned location, the Employer will provide reasonable advances, prepay expense(s) and reimburse all temporary housing, transportation and incidental expenses related to the Employee's temporary relocation.


SECTION 2.04. As Senior Vice President, Sales and Marketing, Employee shall be responsible for promoting sales of Employer's products and services throughout the world, supervising all sales and marketing employees and representatives, excepting those exclusively or primarily engaged in marketing and selling all-in-one cartridges, coordinating, when directed, with Employer's key suppliers and vendors, recommending prices for products and commissions or commission programs for sales personnel and independent manufacturer's representatives, recommending and assisting with the development, sourcing and introduction of new products, coordinating resolution of any problems with products or services provided to customers of Employer, keeping the Chief Executive Officer, President and Executive Vice President and any others as directed informed of all sales and marketing activities and results, include whenever requested and otherwise when possible other executives in meetings with key customers, suppliers or others instrumental in the furthering of Employer's business, developing and implementing promotional and marketing initiatives, and such other duties as are normally performed by an executive with this title or as may be reasonably assigned to Employee by Employer.


ARTICLE III
COMPENSATION OF EMPLOYEE


SECTION 3.01. Employer will compensate Employee with an annual salary of $150,000, paid ratably every two weeks, or in such frequency as is then in effect. Base salary may be increased by the Employer at will and any such change will not require the modification of this Agreement.


SECTION 3.02. Employee has indicated to Employer that Employee does not intend to participate in Employer's group health or life plan (the "Health Plan") and Employee's annual salary has been adjusted to reflect such non-participation. If Employee elects to participate in the Health Plan, Employee's annual base salary shall be reduced by $5,000 per year (subject to pro ration for any partial year of participation). Employee may participate in any other benefit plan of Employer for which he is eligible under the terms of such plan.


SECTION 3.03. Employer agrees that within 30 days following the date of this Agreement, it will submit to the Board of Directors of Employee ("Board") a resolution granting to Employee an option ("Option") to acquire an aggregate of 100,000 shares ("Option Shares") of Employer's Common Stock pursuant to Employer's currently outstanding 2003 Stock Incentive Plan ("Plan"), at a price per share equal to the Fair Market Value of Common Stock of Employer on the date of grant (with Fair Market Value being determined in accordance with the Plan), and vesting as follows: (a) 20,000 Option Shares shall vest immediately, and (b) 20,000 Option Shares shall vest on each of the first, second, third, and fourth anniversary of the grant of the Option. Employee acknowledges that (i) the Option may or may not be approved by the Board, (ii) granting of the Option, if approved by the Board, shall be subject to the execution of a written option agreement of Employer, and (iii) any failure of the Board to approve the Option, any approval by the Board of an option on terms other than those described above, or any failure of the parties to reach mutual agreement on the form of option agreement shall not void, amend, or terminate this Agreement. Employer shall have fulfilled its obligation under this Section 3.03 solely by submitting the Option to the Board for approval.


ARTICLE IV
BUSINESS EXPENSES


SECTION 4.01. Employee is authorized to incur reasonable business expenses for promoting the business of the Employer, including expenditures for entertainment and travel. The Employer will promptly reimburse the Employee for all such business expenses provided that: (1) each such expenditure is of a nature qualifying it as a proper deduction on the federal and state ...