exv10wxfy



 





Exhibit 10(f)




EMPLOYMENT AGREEMENT



Dated as of January 27, 2004 between TST\Impreso, Inc. a Delaware Corporation
with offices at 652 Southwestern Boulevard, Coppell, Texas 75019 , its parent
and subsidiaries (the “Company”), and Marshall D. Sorokwasz, residing at 118
Cottonwood, Coppell, Texas 75019 (the “Employee”).



WHEREAS, the Company desires to engage Employee to perform services for the
Company, any present or future parent, subsidiary, or affiliate thereof, and,
subject to Section 16 hereof, any successor or assign of any of them; and



WHEREAS, Employee desires to perform such services on the terms and subject to
the conditions hereinafter set forth.



NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto hereby agree as follows:



1. Term.



The Company agrees to employ Employee, and Employee agrees to provide services
to the Company, on the terms and subject to the conditions set forth in this
Agreement (the “Agreement”) for a period of five (5) years to commence on
February 1, 2004 and cease on January 31, 2009, (“Employment Period”).



2. Duties and Services.



(a) During the Employment Period, Employee shall be employed in the business of
the Company as Chairman of the Board, Chief Executive Officer, President and
Treasurer thereof, with such executive responsibilities as shall be determined
by the Board of Directors. Employee agrees to his employment as described in
this Section 2(a) and agrees to devote the majority of all of his business time
and efforts to the performance of his duties hereunder. Employee shall be
available to travel as the needs of the business of the Company require. In
addition to the foregoing, Employee agrees to serve all, or any portion of the
Employment Period, as an officer and director of any subsidiary or affiliate
of the Company, as the Board of Directors of the Company may request from
time to time, without additional compensation therefor, other than the
compensation set forth in Section 3 hereof.



(b) In connection with the performance of his duties hereunder, Employee
shall not be required to change his principal location of employment from the
metropolitan area, in which Employee resides on the date of execution of this
Agreement.



3. Compensation.



(a) The Company and Employee agree that, as full compensation for Employee’s
services
during the Employment Period, the Company shall compensate Employee during
the Employment




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Period at an annual rate, a minimum of $450,000.00, payable in equal
installments based upon the then current payment schedule for executives of the
Company.



(b) The Company shall pay all medical and dental expenses of Employee and
Employee’s family including, but not limited to; insurance premiums,
deductibles, co-pays, and expenditures in excess of policy limits or caps.



(c) Employee may participate in any present or future employee benefit
plans of the
Company, participation in which the Board of Directors offers to
Employee.



(d) Employee shall be eligible to receive such further compensation and
benefits as determined by the Board of Directors of the Company.



(e) Employee shall receive an annual payment for all debt he
guarantees: first year, $2,000 for each $1,000,000; second year, $3,000 per
million; third year, $4,000 per million; fourth year $5,000 per million; and
$5,000 per million thereafter for as long as guarantees exist.



4. Expenses.



Employee, during the Employment Period, shall be entitled to reimbursement for
reasonable travel and other out-of-pocket expenses necessarily incurred in the
performance of his duties hereunder, upon submission and approval of written
statements and bills in accordance with the procedures of the Company. In
addition to the foregoing, Employee shall be entitled to a $125,000 non-
reimbursable annual expense allowance.



5. Non-Compete.



(a) As Employee’s employment hereunder will provide Employee with access to
and knowledge of the customers, trade secrets, and other proprietary
information relating to the business of the Company and its customers and
suppliers, Employee agrees that for a period of two (2) years after
Employee ceases to be employed by the Company under this Agreement (“the
Period”), or otherwise, he will not compete with, be engaged in the same
business as, or, directly or indirectly, for his own benefit, or for, with, or
through any other person, firm, or company, own, manage, operate, control, or
participate in the ownership, management, operation, or control of, or be
connected as a director, officer, employee, partner, consultant, agent,
independent contractor, or otherwise with, or acquiesce in the use of his name,
in any other business or organization, which during such Period competes with,
in any geographical area, the Company’s products or services sold, or is
engaged in the same business as the Company.



(b) Notwithstanding the foregoing, the provisions of this Section 5 will not
be deemed breached merely because Employee owns not more than ten (10) percent
of the outstanding common stock or ordinary shares of a company (other than the
Company and any affiliates thereof), if, at the time of its acquisition by
Employee, such stock is listed on a national securities exchange, is reported
on the National Association of Securities Dealers Inc,’s automated quotation
system, or is regularly traded in the over-the-counter market by a member of a
national securities exchange.




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(c) Employee will not, directly or indirectly, solicit or interfere with,
or endeavor to entice away from the Company any of its suppliers, customers, or
employees. Employee will not, directly or indirectly, employ any person who,
at any time up to the time Employee ceases to be an employee of the Company
(under this Agreement or otherwise), was an employee of the Company within a
period of one (1) year after such cessation.



(d) Because a breach of the provisions of this Section 5 could not adequately
be compensated by money damages, the Company shall be entitled, in addition to
any other right and remedy available to it, to an injunction, restraining such
breach, or a threatened breach, and in either case, no bond or other security
shall be required in connection therewith, and Employee hereby consents to the
issuance of such injunction. Employee agrees that the provisions of this
Section 5 are necessary and reasonable to protect the Company in the conduct of
its business. If any restriction contained in this Section 5 shall be deemed
to be invalid, illegal, or unenforceable by reason of the extent, duration, or
geographical scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration,
geographical scope, or other provisions hereof, and in its reduced form such
restriction shall then be enforceable in the manner contemplated hereby.



(e) Notwithstanding the foregoing, if the Company shall fail to make any
payment to Employee required hereunder, and the Company shall not cure such
default within thirty (30) business days after the receipt, or deemed receipt
of notice thereof from Employee, the provisions of paragraphs (a) and (c) of
this Section 5 shall terminate, and be of no further force and effect. The
termination of paragraphs 5(a) and 5(c) does not effect Employees right to
pursue legal recourse for the Company’s Breach of Contract.



6. Patents, Etc.



Any interest in patents, patent applications, inventions, copyrights,
developments, and processes (the “Inventions”), which Employee now or
hereafter during the period he is employed by the Company (under this Agreement
or otherwise), may own or develop relating to the fields in which the Company
may then be engaged shall belong to the Company; and forthwith upon request of
the Company, Employee shall execute all such assignments and other documents,
and take all such other action as the Company may reasonably request in order
to vest in the Company all of his right, title, and interest in and to the
Inventions, free and clear of all liens, charges and encumbrances.



7. Confidential Information.



All confidential information which Employee may now possess, may obtain during
or after the Employment Period, or may create prior to the end of the period
he is employed by the Company, relating to the business of the Company, or any
customer or supplier of any of them, shall not be published, disclosed, made
accessible by him to any other person, firm, or company, or used by him,
except during the period during which he is employed by the Company in the
business, and for the benefit of the Company, or with prior written permission
of the Company. Employee shall return all tangible evidence of such
confidential information to the Company prior to the termination of his
employment.



8. Life Insurance.




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If requested by the Company, Employee shall submit to such physical
examinations and otherwise take such actions and execute and deliver such
documents as may be reasonably necessary to enable the Company, at its expense
and for its own benefit, to maintain the life insurance on the life of Employee
in effect on the date hereof or for any replacements thereof. The Company will
furnish a $2,666,800 Transamerica and a $1,000,000 Travelers Life Insurance
policies to Employee with Employee’s named beneficiary at no expense to
Employee. “No expense” defined as no tax or income tax consequences to
Employee.



9. Termination.



Notwithstanding anything herein contained, if on or after the date hereof, and
prior to the end of the Employees employment with the Company during the
Employment Period or otherwise;



(a) (i) Employee shall be physically or mentally incapacitated or disabled,
or otherwise unable to fully discharge his duties hereunder for a period of 60
(sixty) months, or





	 	(ii)	 	Employee shall be convicted of a felony involving moral turpitude, or
	 
	 	(iii)	 	Employee shall commit any act or omit to take any action in
bad faith and to the detriment of the Company, or
	 
	 	(iv)	 	Employee shall breach any material term of this Agreement
and such breach, if curable, is not cured within one year after
notice thereof, then, and in each such case, the Company shall have
the right to give notice of termination of Employee’s services
hereunder as of a date (not earlier than ten (10) days from such
notice) to be specified in such notice, and Employee’s employment
hereunder shall terminate on the date so specified.



(b) (i) If Employee is terminated during the term under this Agreement or
otherwise with, or without cause, or; (ii) if control of the Company is
changed during Employees employment so that Employee and other persons who are
members of the Board, prior to change of control, do not constitute a majority
of the Board, and Employee resigns after such change in control, the Company
shall pay Employee each year for a period of five (5) years following the date
of termination or resignation, an amount equal to his annual salary, annual
bonuses, insurance and expense allowances as in effect immediately prior to
such termination or resignation, payable in equal installments based upon the
Employees payment schedule in the year immediately prior to the termination or
resignation.



(c) If Employee shall die, then this Agreement shall terminate on the date
of Employee’s death, whereupon the Company shall pay to his widow, if there be
one, and if not, to his estate, at the rate provided in Section 3(a) for a
period of 5 (five) years from the date of Employee’s death.



10. Merger, Etc.



In the event of a future disposition of, or including the properties and
business of the Company substantially as an entirety by merger, consolidation,
sale of assets, or otherwise (“a Substantive Merger”), the Company may elect to
assign this Agreement and all of its rights and obligations hereunder to the




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acquiring or surviving company; provided that such company shall assume in
writing all of the obligations of the Company hereunder; and provided further
that the Company (in the event and so long as it remains in business as an
independent going enterprise) shall remain liable for the performance of its
obligations hereunder in the event of an unjustified failure of the acquiring
company to perform its obligations under this Agreement. The provisions of
this Section 10 shall not affect the provision of Section 9(b). In the event
the surviving company does not assume the Agreement, all benefits under Section
9 (b) must be paid in full prior to a Substantive Merger.



11.Survival.



The covenants, agreements, representations, and warranties contained in or made
pursuant to this Agreement shall survive Employee’s termination of employment,
irrespective of any investigation made by or on behalf of any party so long as
Employee receives the compensation and other payments required to be made to
him hereunder.



12.Modification.



This Agreement sets forth the entire understanding of the parties, with
respect to the subject matter hereof, supersedes all existing agreements
between them concerning such subject matter, and may be modified only by a
written instrument duly executed by each party hereto.



13.Notices.



Any notice or other communication required or permitted to be given hereunder
shall be in writing and shall be mailed by certified mail, return receipt
requested (or by the most nearly comparable method of mailing from or to a
location outside the United States), or delivered against receipt to the party
to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 13).
Notice to the estate of Employee shall be sufficient if addressed to Employee
as provided in this Section 13. Any notice or other communication given by
certified mail (or such comparable method) shall be deemed given at the time of
certification thereof (or comparable act), except for a notice changing a
party’s address which shall be deemed given at the time of receipt thereof.



14. Waiver.



Any waiver by either party of a breach of any provision of this Agreement shall
not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The
failure of a party to insist upon strict adherence to any term of this
Agreement on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be in writing.



15. Binding Effect.



Employee’s rights, benefits and obligations under this Agreement shall not be
transferable by assignment




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or otherwise, such rights shall not be subject to commutation, encumbrance, or
the claims of Employee’s creditors, and any attempt to do any of the foregoing
shall be void. The provisions of this Agreement shall be binding upon and
inure to the benefit of Employee and his heirs and personal representatives and
shall be binding upon and inure to the benefit of the Company and its
successors and those who are its assigns under Section 10 hereof.



16.No Third Party Beneficiaries.



This Agreement does not create, and shall not be construed as creating, any
rights enforceable by any person not a party to this Agreement (except as
provided in Section 15 hereof).



17. Headings.



The headings in this Agreement are solely for convenience of reference and
shall be given no effect in the construction or interpretation of this
Agreement.



18. Governing Law.



This Agreement shall be governed by and construed in accordance with the laws
of the State of Texas, without giving effect to conflict of laws. The parties
consent to jurisdiction in Dallas County, Texas, and waive any permissible or
mandatory rights to venue.



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.




	 	 	 	 	 
	

	 	TST/IMPRESO, INC.
	 	Employee
	 
	 	 	 	 
	By:

	 	/s/ Richard D. Bloom
	 	/s/ Marshall D. Sorokwasz
	

	 	
 
	 	
 
	

	 	Richard D. Bloom
	 	Marshall D. Sorokwasz
	

	 	Sr.Vice President	 	 








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