Summary of Transaction Bonus Agreements for Named Executives

Summary

This agreement outlines the conditions under which five named executives of the company will receive transaction bonuses. The bonuses are payable if the company completes the sale of any of its business units or the entire company, provided a definitive agreement is reached before December 31, 2002. The bonus amount varies based on the transaction, with a maximum of 60% of base salary for Mr. Monahan and 40% for the other executives, calculated as of January 1, 2001. No executive can receive more than 100% of their maximum eligible bonus.

EX-10.2 4 j0474_exh102.htm Prepared by MerrillDirect

EXHIBIT 10.2

SUMMARY OF TRANSACTION BONUS AGREEMENTS

Following is a summary of the transaction bonuses which are payable to the five executives named in the Company’s most recent Proxy Statement (“Named Executives”) upon the completion of certain described transactions:

          Transaction bonuses will be paid to qualifying Named Executives if the Company completes the sale of any of its business units (DSS, Color Technologies or DS&IM) or if the entire Company is sold by means of a business combination or a sale of all or substantially all of the Company’s assets pursuant to a definitive agreement entered into prior to December 31, 2002.

          The transaction bonuses would qualify Named Executives to receive from 0% to 100% of their maximum transaction bonus amount, depending on the business unit or combination of business units sold in a given transaction or combination of transactions.

          The maximum transaction bonus amount for Mr. Monahan is 60% of his base salary as of January 1, 2001.  For each of the other Named Executives, the maximum transaction bonus amount is defined as 40% of their base salary as of January 1, 2001.  No Named Executive is eligible to receive, in the aggregate, more than 100% of the maximum transaction bonus amount for which they are eligible.