Vice President, Sales Employment Agreement

FOILMARK


HOT STAMPING FOILS


5 MALCOLM HOYT DRIVE o NEWBURYPORT, MA 01950 o 978-462-7300 o fax 978-462-0831
www.foilmark.com


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT is between Imtran Foilmark, Inc., a Delaware corporation with a principal place of business at 25 Hale Street, Newburyport, Massachusetts 01950, (the "Company"), and DOUGLAS PARKER with a mailing address of 32 Tower Hill Road, North Reading, MA 01864, (the "Employee").


IT IS MUTUALLY AGREED by the parties hereto as follows:


1. Employment. The Company hereby employs Employee upon the terms and conditions set forth herein. The Employee hereby accepts this employment.


2. Term. The term of this agreement is for a period ending April 1, 2005. The term of this Employment Agreement may be extended for additional one-year periods by mutual consent of the parties.


3. Duties. The Employee shall serve in the capacity of Vice President, Sales-Imtran Pad Print Products (the "Position"). As such, Employee will perform such duties of a nature as are indicated in the job description in the attached Exhibit A and such other duties consistent with his Position as may be reasonably determined and assigned to him from time to time by the General Manager-Imtran and the CEO/President of Foilmark, Inc. Employee may be assigned duties on behalf of any Affiliate of the Company so long as such duties do not substantially interfere with Employee's ability to carry out his primary responsibilities in the Position, nor materially reduce Employee's stature within the Company, which responsibilities and stature may be increased but shall not be decreased during the term of this agreement. During the terms of this Agreement, Employee agrees to devote his best efforts and full time and capacity to further the interests of the Company, and shall not be engaged in any other commercial activity or assume any other corporate affiliations that would in any material respect interfere with his ability to devote his best efforts and full time to the Company without the prior consent in writing to the Board of Directors of the Company. It is understood that Employee and his family are engaged in the business of custom embroidery, and that Employee may spend personal or vacation time to that and related businesses so long as such does not materially interfere with his responsibilities set forth above.


4. Compensation.


4.1 The Employee will be paid a base salary in the amount of $115,000 per annum effective April 1, 1998. Such salary shall be reviewed no less frequently than annually and shall be increased (but never decreased) consistent with Company policy and practice.


FOILMARK EAST, DISTRIBUTION AND INTERNATIONAL SALES, 120 FAIRCHILD AVENUE, PLAINVIEW, NY 11803 FOILMARK WEST, 2150-B ANCHOR COURT, NEWBURY PARK, CA 91320


Such salary to be payable weekly in arrears, subject to such tax and other normal deductions as are required by law. A commission of 1% on all sales of Imtran pad print and screen print related products, along with new products added to the line mutually agreed upon (the "Products") will be paid monthly, promptly following months end.


4.2 A bonus of $50,000 will be paid upon reaching $8,000,000 of annual sales of Products. An additional bonus of $50,000 will be paid upon reaching $10,000,000 of annualized sales of the same products. The bonus will be paid 1/2 in December of the year it is due and the balance after promptly upon completion of the financial audit for such year but in any event not later than March 31 of the following year.


4.2(a) The Employee will be granted 25,000 Incentive Stock Options issued at market as a signing incentive. Such options will vest in accordance with Company policy and the approved Foilmark Employee Stock Option Plan. Additionally, the Employee will be granted options conditional to the Compensation Committee and Foilmark's compensation plan. Options are not guaranteed to any Employee in any year, but should the senior management group of employees of Foilmark similar to Employee in compensation or stature be granted options in any year, Employee shall receive an option grant in line with such other employee or employees based on Employee's contribution toward meeting corporate goals.


4.2(b) In the event that the Imtran pad print operations is sold for $5,200,000 or more during the term of the agreement, the Employee will receive a payment of $250,000 out of the proceeds.


4.3 Reimbursable Expenses. Employee is authorized to incur reasonable expenses for conducting and promoting the business of the Company in accordance with normal policy of the Company in effect from time to time. The Company will reimburse the Employee for all such expenses as well as other reasonable travel and business expenses incurred on behalf of the Company upon the presentation by the Employee, at least monthly, of an itemized account of such expenditures.


4.4 Automobile Allowance. The Employee will receive a car allowance of $700/month. In addition to this, the Employee will be entitled to charge or be reimbursed for $1,200 per year for gasoline and maintenance expenses.


5. Benefits. Employee shall be eligible for all fringe benefits provided to the Company's and Foilmark Inc.'s executive employees in accordance with normal policy of Company and Foilmark. These benefits presently include group medical insurance coverage (partially contributory), holidays, life insurance, long-term disability insurance (contributory), automobile allowance, travel accident insurance, 401K and profit sharing plan. Employee shall be entitled to five (5) weeks paid vacation each year during the term hereof.


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6. Location. Employee's base office will be in Newburyport, Massachusetts. This location is subject to change at the discretion of the President of the Company and with the consent of Employee.


7. Termination.


a. The Company may terminate the Employee's employment under this Agreement: (i) upon Employee's death; (ii) at any time, for "Cause," which means (A) Employee's willful refusal to substantially perform his obligations under this Agreement or other acts or omissions constituting gross neglect or dereliction of his duties hereunder, it being understood that the failure by Employee or the Company to achieve any sales, profit, transactional, customer, performance, organizational or other goals, budgets or objectives due to events outside of Employee's control shall not constitute "Cause" hereunder, (B) fraud, dishonesty or other acts or omissions constituting a crime involving moral turpitude by Employee, or (C) Employee's violation in any material respect of Paragraphs 11, 12, or 13; (iii) at any time, for any reason, upon three (3) mo ...