EMPLOYMENT AGREEMENT



         This agreement is made effective November 22, 2000, between Metatec

International, Inc., an Ohio corporation (the "Company"), and Christopher A.

Munro ("Mr. Munro"), who hereby agree as follows:



         SECTION 1. EMPLOYMENT. Upon the terms and subject to the conditions

described in this agreement, the Company hereby employs Mr. Munro and Mr. Munro

hereby accepts employment by the Company.



         SECTION 2. TERM. Mr. Munro's employment with the Company pursuant to

this agreement shall begin on January 2, 2001 (the "Commencement Date") and

continue until terminated pursuant to Section 11 of this agreement (the "Term").



         SECTION 3. SERVICES. Mr. Munro shall serve as the Chief Operating

Officer of the Company, reporting to the Chief Executive Officer of the Company

(the "CEO"). Mr. Munro shall devote his full business and professional time,

attention, energy, loyalty, and skill to the Company's business, performing such

executive or administrative tasks and having such responsibilities as may be

assigned to him from time to time by the CEO or the Board.



         SECTION 4. SALARY. The Company shall pay Mr. Munro a base salary at the

initial annual rate of $240,000, (the "Base Salary"), payable in bi-weekly

installments, in arrears, in accordance with the Company's general policies and

procedures for payment of salaries to its executive personnel. The Base Salary

and other consideration payable to Mr. Munro under this agreement shall be

subject to all applicable tax and other withholding requirements.



         SECTION 5. BONUS. The Company shall pay Mr. Munro a performance sharing

bonus equal to the value of 12,500 points multiplied by the point value

determined under, and payable on the conditions of and as otherwise described

in, the Company's Open Book Management program as in effect from time to time.



         SECTION 6. STOCK OPTIONS. Concurrently with the Commencement Date,

Company shall grant to Mr. Munro an option to purchase 50,000 common shares,

without par value, of the Company (the "Shares"), pursuant to the Company's 1990

Stock Option Plan, as amended (the "Option"). The Option shall be granted

pursuant to the form non-qualified stock option agreement that has previously

been approved by the Compensation Committee of the Board, which includes, among

other things, a 4-year vesting schedule under which on each of the first four

anniversaries of the Commencement Date the Option will vest with respect to 25 %

of the Shares subject to the Option. In addition, the Company shall grant to Mr.

Munro an additional option for 50,000 common shares, without par value, of the

Company (the "Shares"), pursuant to the Company's 1990 Stock Option Plan, as

amended (the "Option"). The Option shall be granted pursuant to the form

non-qualified stock option agreement that has previously been approved by the

Compensation Committee of the Board, which includes, among other things, a

1-year vesting schedule under which on the first anniversary of the Commencement

Date the Option will vest.





   2



         SECTION 7. RESTRICTED SHARES. Concurrently with the Commencement Date,

the Company shall award to Mr. Munro 40,000 Shares pursuant to the terms of a

Restricted Share Agreement between Mr. Munro and the Company dated as of the

Commencement Date, which shall include, among other things, provisions for the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC