PrinterOn Vs Denis Dreni (UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK)

Case 1:18-cv-12017-PAE Document 11 Filed 02/18/19 Page 1 of 24
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
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DENIS DRENI, :
: Civil Action No.: 1:18-cv-12017-PAE
Plaintiff, :
:
-against- :
:
PRINTERON AMERICA CORPORATION, :
:
Defendant. :
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DEFENDANT’S ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF’S

COMPLAINT AND COUNTERCLAIMS
Defendant PrinterOn America Corporation (“PrinterOn”), by and through its attorneys,
Drinker Biddle & Reath LLP, answers the Complaint (the “Complaint”) of Plaintiff Denis Dreni
(“Plaintiff” or “Dreni”), as follows:
PARTIES
1. Admitted.
2. Admitted in part and denied in part. PrinterOn admits only that it is incorporated
in California. By way of further response, PrinterOn’s principal place of business is 818, W 7th
Street, Suite 930, Los Angeles, CA 90017.
3. Admitted.
4. Denied.
NATURE OF THE ACTION
5. Denied. PrinterOn admits only that Plaintiff has brought the present action and
purports to allege claims for breach of contract, violation of New York Labor Law Sections 193
and 198, and breach of the implied covenant of good faith and fair dealing. PrinterOn denies that
it failed to pay Plaintiff commissions to which he was entitled.
JURISDICTION AND VENUE
6. Admitted.
7. Admitted.
8. Paragraph 8 is a conclusion of law to which no response is required.
FACTS
9. Denied. By way of further response, PrinterOn has posted profits in several fiscal
years since its inception.
10. Denied. By way of further response, PrinterOn has posted profits in several fiscal
years since its inception.
11. Denied. By way of further response, PrinterOn hired Plaintiff on June 22, 2012 as
Director of Strategic Alliances & Enterprise Accounts.
12. Denied as stated. The applicable Employment Agreement (the “Employment
Agreement”) defined Plaintiff’s roles and responsibilities. His duties and responsibilities included,
but were not limited to, developing, implementing, and managing channel strategies;
implementing product and marketing strategies; and managing and developing PrinterOn’s
relationship with specific clients. PrinterOn specifically denies that it hired Plaintiff to “move the
company towards profitability.”
13. PrinterOn neither admits nor denies the allegations contained in paragraph 13 of
the Complaint because the referenced Employment Agreement and agreements attached thereto
are writings that speak for themselves. To the extent that the allegations contained in paragraph
13 of the Complaint differ from, are inconsistent with, or improperly characterized the provisions,
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terms, conditions, or definitions of the referenced Employment Agreement and agreements
attached thereto, those allegations are denied.
the Complaint because the referenced Employment Agreement is a writing that speaks for itself.
To the extent that the allegations contained in paragraph 14 of the Complaint differ from, are
inconsistent with, or improperly characterized the provisions, terms, conditions, or definitions of
the referenced Employment Agreement, those allegations are denied.
the Complaint because the referenced Fiscal 2013 Commission Plan is a writing that speaks for
itself. To the extent that the allegations contained in paragraph 15 of the Complaint differ from,
are inconsistent with, or improperly characterized the provisions, terms, conditions, or definitions
of the referenced Fiscal 2013 Commission Plan, those allegations are denied.
17. PrinterOn denies that “[u]nder the 2013 Commission Plan, these payments would
be due to Dreni – assuming he met his sales quota – once PrinterOn received the revenue.” By
way of further response, the Fiscal 2013 Commission Plan provided that, “Variable Compensation
on Annual Personal Quota and Annual Company Target will be paid monthly” and “Variable
Compensation on Temporary Personal Objectives will be paid quarterly.” Only revenue that went
uncollected and was deducted from Plaintiff’s future commissions were paid once collected. In
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addition, the agreement to “‘pay Dreni 4.5% of net new subscription revenue on new subscriptions
up to the first $1,000,000’ and ‘5.63% of net new subscription revenue on net new subscriptions’
over $1,000,000 of the personal sales quota’” applied only to subscriptions in Plaintiff’s target
market. PrinterOn neither admits nor denies the remaining allegations contained in paragraph 17
of the Complaint because the referenced Fiscal 2013 Commission Plan is a writing that speaks for
itself. To the extent that the remaining allegations contained in paragraph 17 of the Complaint
differ from, are inconsistent with, or improperly characterized the provisions, terms, conditions,
or definitions of the referenced Fiscal 2013 Commission Plan, those allegations are denied.
19. The allegation contained in paragraph 19 of the Complaint constitutes a conclusion
of law to which PrinterOn has no obligation to respond, and therefore it is denied.
20. Denied. By way of further response, the Fiscal 2013 Commission Plan provided
that Plaintiff’s responsibilities were limited to expanding PrinterOn’s already existing relationship
with Docomo to Nomadix and NTT Docomo (which are affiliates of Docomo). In addition,
Plaintiff was not entitled to commissions related to net new subscription revenue for Docomo
because the Docomo contract was negotiated prior to his start date. Moreover, PrinterOn informed
Plaintiff before his start date that the revenue generated pursuant to the Docomo contract would
not count towards his commission.
21. Admitted.
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22. Denied. By way of further response, Plaintiff’s commission plans were based on
Plaintiff’s base salary, his target income, and sales quota.
the Complaint because the referenced commission plans are writings that speak for themselves.
the referenced commission plans, those allegations are denied.
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27. Denied. By way of further response, Plaintiff failed to meet numerous sales quotas
during his employment with PrinterOn.
28. Denied.
29. Denied. By way of further response, PrinterOn compensated Plaintiff in
accordance with all applicable compensation plans.
30. Denied. By way of further response, Plaintiff was not entitled to commissions
related to net new subscription revenue for Docomo because the Docomo contract was negotiated
prior to his start date. In addition, PrinterOn informed Plaintiff, before his start date that the
revenue generated pursuant to the Docomo contract would not count towards his commission.
31. Admitted in part and denied in part. PrinterOn admits only that it met its
$5,200,000 company target for the fiscal year ending April 30, 2013. PrinterOn denies the
remaining allegations in paragraph 31. By way of further response, Plaintiff was not entitled to
commissions related to net new subscription revenue for Docomo because the Docomo contract
was negotiated prior to his start date. In addition, PrinterOn informed Plaintiff before his start date
that the revenue generated pursuant to the Docomo contract would not count towards his
commission.
32. Denied. By way of further response, PrinterOn compensated Plaintiff in
accordance with all applicable compensation plans.
33. Denied.
34. Denied.
35. Denied.
36. Denied.
37. Denied.
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38. Admitted in part and denied in part. PrinterOn admits only that it terminated
Plaintiff on January 4, 2018. PrinterOn denies the remaining allegations in paragraph 38.
39. Denied. By way of further response, PrinterOn paid all amounts earned and payable
to Plaintiff up to January 4, 2018.
40. Denied.
FIRST CAUSE OF ACTION
(Breach of Contract)
41. PrinterOn incorporates by reference its responses to the allegations contained in
paragraphs 1 through 40 of the Complaint as if set forth at length herein.
42. The allegations contained in paragraph 42 of the Complaint constitute conclusions
of law to which PrinterOn has no obligation to respond, and therefore they are denied.
43. Denied.
44. Denied.
45. Denied.
SECOND CAUSE OF ACTION
(Violations of Sections 193 and 198 of New York Labor Law)
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49. Denied.
50. Denied.
51. Denied.
THIRD CAUSE OF ACTION
(Breach of the Implied Covenant of Good Faith and Fair Dealing)
53. Denied.
54. Denied.
55. Denied.
56. Denied.
57. Denied.
WHEREFORE, PrinterOn respectfully requests that the Court enter judgment in its favor
and grant it such attorneys’ fees and costs as are available under applicable law.
AFFIRMATIVE DEFENSES
For its affirmative defenses to Plaintiff’s Complaint, PrinterOn states as follows:
FIRST AFFIRMATIVE DEFENSE
The Complaint fails to state a claim upon which relief may be granted.
SECOND AFFIRMATIVE DEFENSE
The Complaint is barred, in whole or in part, by PrinterOn’s satisfaction of its obligations
under the Employment Agreement and other applicable agreements.
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THIRD AFFIRMATIVE DEFENSE
The Complaint is barred, in whole or in part, by the doctrines of waiver, laches, unclean
hands, accord and satisfaction, and/or equitable estoppel.
FOURTH AFFIRMATIVE DEFENSE
The Complaint is barred, in whole or in part, by Plaintiff’s failure to mitigate his alleged
damages, if any.
FIFTH AFFIRMATIVE DEFENSE
Plaintiff’s material breach of the Employment Agreement waived any duty by PrinterOn
to perform under the terms of the Employment Agreement.
SIXTH AFFIRMATIVE DEFENSE
The Complaint is barred, in whole or in part, by the Statute of Frauds.
SEVENTH AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred by the applicable statutes of limitations.
EIGHTH AFFIRMATIVE DEFENSE
The Complaint is barred, in whole or in part, because Plaintiff did not suffer any
damages.
NINTH AFFIRMATIVE DEFENSE
The Complaint is barred through the parties’ amendment, by their actions and conduct, of
the Employment Agreement.
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TENTH AFFIRMATIVE DEFENSE
An award to Plaintiff would unjustly enrich Plaintiff.
ELEVENTH AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred by the waiver or release of his right to bring such claims.
TWELFTH AFFIRMATIVE DEFENSE
Plaintiff has not established that this Court has personal jurisdiction over PrinterOn.
THIRTEENTH AFFIRMATIVE DEFENSE
Plaintiff’s claims are barred by Section 4.3 of the Employment Agreement.
FOURTEENTH AFFIRMATIVE DEFENSE
PrinterOn reserves the right to assert further defenses as they become evident through
discovery or investigation.
COUNTERCLAIMS
Defendant/Counterclaim-Plaintiff PrinterOn, by and through its undersigned counsel,
brings the following counterclaims against Plaintiff/Counterclaim-Defendant Denis Dreni and
respectfully states as follows:
PARTIES
1. PrinterOn is a corporation organized and existing under the laws of the State of
California with a principal place of business at 818, W 7th Street, Suite 930, Los Angeles, CA
90017.
2. Dreni is a resident and citizen of the State of Florida.
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JURISDICTION
3. The Court has jurisdiction over PrinterOn’s counterclaims against Dreni pursuant
to 28 U.S.C. § 1332 inasmuch as the parties are citizens of different states and the amount in
controversy exceeds $75,000, exclusive of interest and costs. Moreover, the Court also has
jurisdiction over PrinterOn’s counterclaims against Dreni pursuant to 28 U.S.C. § 1367, inasmuch
as PrinterOn’s counterclaims arise out of the same transactions and events that give rise to Dreni’s
claims against PrinterOn.
FACTS
4. PrinterOn is a global corporation, founded in 2001, that offers organizations secure
printing services through its True Cloud Printing technology. PrinterOn offers software that
provides clients with cloud-based printing capabilities in both private and public settings.
5. On June 22, 2012, PrinterOn hired Dreni for the position of Director of Strategic
Alliances & Enterprise Accounts.
6. On June 22, 2012, Dreni and Angus Cunningham, CEO and President of PrinterOn,
executed Dreni’s Employment Agreement, (the “Employment Agreement,”) attached hereto as
Exhibit 1.
7. The Employment Agreement is governed by New York law.
8. Dreni’s duties and responsibilities included, but were not limited to, developing,
implementing, and managing channel strategies; implementing product and marketing strategies;
and managing and developing PrinterOn’s relationship with specific clients.
9. The terms of Dreni’s compensation were set forth in the Fiscal 2013 Commission
Plan, which was attached as Exhibit A to the Employment Agreement. Throughout Dreni’s
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employ with PrinterOn, the parties agreed to subsequent commission plans that governed Dreni’s
compensation.
10. At the time of his hire, Dreni’s base salary was $135,000. He was also entitled to
earn certain percentages of revenue for new subscriptions in his target market.
11. Article 1.4 of the Employment Agreement was a “Full Faith and Service” clause
that, among other things, required that Dreni “not engage in any other employment or gainful
occupation” or “undertake any other business” while employed with PrinterOn.
12. Article 4.1 of the Employment Agreement provided the terms and conditions under
which Dreni could be terminated. Article 4.1(D) provided that Dreni could be terminated at any
time upon:
after the first ninety (90) days of employment, an amount equal to

six (6) months ' Base Salary plus two (2) additional weeks of Base
Salary for each full year of employment with the Corporation
following the Effective Date (to a maximum of twelve (12)
additional months of Base Salary) and any applicable outstanding
commissions up to the date of such termination plus any valid
outstanding expense reimbursements owing to the Employee.
13. Article 4.3 of the Employment Agreement, titled “Release of Claims,” provided
that upon termination pursuant to Article 4.1(D), Dreni:
shall have no claim against the PrinterOn Group for damages,

termination pay, severance pay, pay in lieu of notice of
termination, statutory or otherwise, except in respect of
payment of remuneration earned, due and owing to the
effective date of termination and the right to dispute whether
the termination was for Cause. The payment of any amounts
by the Corporation in excess of any amounts owing to the
Employee pursuant to applicable legislation and arising as a
result of the termination of the Employee’ s employment are
conditional upon the execution by the Employee of a full and
final release of all claims and possible claims, as well as an
indemnity for the Employee's taxes, in favor of the PrinterOn
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Group and its shareholders directors, officers and employers in

a form acceptable to the Corporation.
14. Article 5.1 of the Employment Agreement addressed Dreni’s treatment of
PrinterOn’s confidential and proprietary information, and required Dreni to execute PrinterOn’s
standard Proprietary Information and Inventions Agreement (the “Proprietary Information
Agreement”), which was annexed to the Employment Agreement as Exhibit B.
15. Dreni also executed the Proprietary Information Agreement on June 22, 2012.
16. Section 3 of the Proprietary Information Agreement provided that in the event
Dreni was terminated for any reason, he would “deliver to [PrinterOn] all documents and data of
any nature pertaining to [Dreni’s] work with [PrinterOn].”
17. During his employment with PrinterOn, Dreni received moderate performance
reviews.
18. Dreni, however, during his employment with PrinterOn, frequently engaged in
conduct that was detrimental to PrinterOn and its employees.
19. This conduct included, among other things, insubordination that resulted in at least
one written warning, harassment of a co-worker that resulted in multiple written warnings,
recording the calls of PrinterOn clients without their permission, and forwarding internal PrinterOn
e-mails to outside e-mail accounts. Dreni would also often act unprofessionally in his
communications with his supervisors, coworkers, and PrinterOn’s clients in a manner that was
harmful to PrinterOn.
20. Upon information and belief, during his employment with PrinterOn, Dreni
maintained a separate business known as Skypoint Advisors, LLC, where Dreni served as the
company’s managing member.
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21. On January 4, 2018, PrinterOn terminated Dreni pursuant to Article 4.1(D) of the
Employment Agreement. See Jan. 4, 2018 Termination Letter (the “Termination Letter”), attached
hereto Exhibit 2.
22. Within a few days of Dreni’s termination, PrinterOn paid Dreni all salary earned
up until January 4, 2018, all outstanding commissions, and his reasonable, pre-approved expenses.
This amount totaled $49,842.33 (before tax withholdings).
23. In addition to earned salary, commissions, and expenses, PrinterOn also
immediately paid Dreni a $155,769.23 lump sum severance payment (before tax withholdings).
24. As a condition of receiving the $155,769.23 lump sum severance payment, Dreni
was required to sign and return a Waiver and General Release (the “Release,” attached to the
Termination Letter as Appendix B) by January 19, 2018. This was noted in the Termination Letter
and required by his Employment Agreement.
25. Per Paragraph 4 of the Release, the Release extended to:
all claims for or relating to: wrongful discharge or retaliation; any contract of employment,
express or implied; any covenant of good faith and fair dealing, express or implied;
incentive pay, commissions, or bonuses; vacation; any public policy violation; any tort of
any nature; monetary or other personal relief; all claims for wages for overtime allegedly
not paid whether under state or federal law; discrimination, including harassment, arising
under any federal, state, or local statutory or common law, such as the Title VII of the Civil
Rights Act of 1964, as amended, the Americas With Disabilities Act, as amended, the Age
Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act,
42 U.S.C. 1981, the Worker Adjustment and Retraining Notification Act, the Employee
Retirement Income Security Act, or any other federal, state, or local law relating to
employment or employment discrimination; early or phased retirement benefits; and any
claims for attorney’s fees and costs.
26. Paragraph 5 of the release, titled “No future actions,” required that “the parties
agree to never to file a lawsuit, demand, action or otherwise assert any claims that are released by
this Release.”
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27. Also, as part of his termination, Dreni was required to return all PrinterOn property,
confidential information (in both written and electronic forms), and any other information that was
provided to him.
28. The PrinterOn property Dreni was required to return included, but was not limited
to, laptops, hard drives, cell phones, and other equipment.
29. The Termination Letter included an equipment list containing the PrinterOn
equipment (the “PrinterOn Equipment”) in Dreni’s possession that he was required to return to
PrinterOn. See Appendix C to the Termination Letter.
30. At the time of Dreni’s termination, he had possession of multiple laptops and
cellphones that were the property of PrinterOn. He was also in possession of a PrinterOn hard
drive.
31. The PrinterOn Equipment contained confidential and proprietary information of
PrinterOn, including, but not limited to, customer lists, sales plans, customer agreements, invoicing
materials, and reseller agreements.
32. Following Dreni’s termination, he did not execute the Waiver and General Release.
He also did not return the PrinterOn Equipment in his possession.
33. Dreni is not authorized to access the PrinterOn Equipment.
34. PrinterOn has made multiple requests for Dreni to return the PrinterOn Equipment.
This includes a January 26, 2018 letter sent from PrinterOn to Dreni informing him that he was in
the unlawful possession the PrinterOn Equipment.
35. Upon information and belief, Dreni has used and accessed the PrinterOn Equipment
after his termination.
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36. To date, Dreni has not returned multiple pieces of the PrinterOn Equipment. This
includes a Dell Studio XPS 15z laptop, serial number 6RSKRS1; Samsung Ultrabook 940X laptop,
serial number JJ9391F900734Z, HP EliteBook laptop, serial number 5CG7271QKR; Neat Desk
Desktop Scanner serial number 400007506589; Western Digital hard drive, serial number
WX61E14TM391, and multiple Samsung cellphones.
FIRST CAUSE OF ACTION
(Violation of the Computer Fraud and Abuse Act)
37. PrinterOn repeats and realleges each and every allegation contained in Paragraphs
1 through 37 of its Counterclaims as if fully set forth herein.
38. The PrinterOn Equipment in Dreni’s possession, which includes multiple laptop
computers, contains “protected computers” within the meaning of 18 U.S.C.A. § 1030(e)(2)
because the PrinterOn Equipment is used in and affects interstate commerce.
39. Following his termination, Dreni has not returned the PrinterOn Equipment.
40. Following his termination, Dreni was not authorized by PrinterOn to access the
PrinterOn Equipment and exceeded his authority in accessing the PrinterOn Equipment.
41. Upon information and belief, Dreni intentionally accessed the PrinterOn Equipment
after his termination.
42. Upon information and belief, Dreni accessed the PrinterOn Equipment to obtain
confidential PrinterOn information including, by not limited to, customer lists, sales plans,
customer agreements, invoicing materials, and reseller agreements.
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43. Dreni caused loss and damages to PrinterOn. PrinterOn will also suffer additional
losses when it obtains the PrinterOn Equipment, at which point it will need to conduct a forensic
examination of the PrinterOn Equipment.
44. Through his actions, Dreni: (1) intentionally accessed a computer network without
authorization and/or exceeded authority to obtain information from a protected computer in
violation of 18 U.S.C. § 1030(a)(2)(C); and (2) intentionally accessed a protected computer
without authorization, an as a result of such conduct, caused damage and loss in violation of 18
U.S.C. § 1030(a)(5)(C).
45. PrinterOn has suffered damages, well exceeding $5,000, as a result of Dreni’s
actions in an amount to be determined at trial.
SECOND CAUSE OF ACTION
(Conversion)
47. Dreni has intentionally and wrongly taken possession of PrinterOn’s property,
including the PrinterOn Equipment, and the data contained within the PrinterOn Equipment.
48. Dreni has refused to return this property despite PrinterOn’s demand.
49. Dreni’s wrongful detention of PrinterOn’s property has interfered with
PrinterOn’s dominion and control over its property, which has resulted in the dilution of its
value.
50. As a result of Dreni’s intentional and wrongful conduct, PrinterOn has been and
will continue to be injured, for which it is entitled to recover actual, incidental, compensatory,
punitive and consequential damages in an amount to be determined at trial.
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51. PrinterOn is further entitled to recover all monies expended to recover converted
property as special damages, including attorneys' fees.
THIRD CAUSE OF ACTION
(Replevin)
53. Dreni intentionally and wrongly took possession of PrinterOn’s property,
including the Printer Equipment, and the data contained within these devices.
54. PrinterOn has a superior possessory right to this property.
55. PrinterOn has made multiple demands to Dreni requesting that he return the
property.
56. PrinterOn is lawfully entitled to the PrinterOn Equipment being wrongfully
detained by Dreni. PrinterOn has a superior right to the PrinterOn property and Dreni does
not.
57. In addition to having the PrinterOn Equipment returned, PrinterOn is entitled
to recover its attorneys’ fees and expenses it incurs as a result of Dreni’s refusal to return the
PrinterOn property.
FOURTH CAUSE OF ACTION
(Breach of the Employment Agreement)
59. The Employment Agreement is a valid and enforceable agreement.
60. PrinterOn fully performed its obligations under the Employment Agreement.
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61. Despite PrinterOn’s full and complete performance, Dreni breached the
Employment Agreement by failing to execute the Release, and by initiating this action.
62. Specifically, Dreni received a lump sum severance payment of $155,769.23 from
PrinterOn, which was conditioned upon him signing the Release.
63. Despite PrinterOn’s full and complete performance, Dreni also breached the
Employment Agreement by failing to return the PrinterOn Equipment.
64. Despite PrinterOn’s full and complete performance, Dreni breached the
Employment Agreement by acting as a managing member of Skypoint Advisors, LLC.
65. As a direct result of Dreni’s repeated and ongoing breaches of the Employment
Agreement, PrinterOn has been damaged in an amount to be determined at trial, plus interest,
penalties and costs.
66. In addition to damages noted above, PrinterOn is entitled to recover lump sum
severance payment of $155,769.23 to Dreni, which was conditioned on him signing the Release.
FIFTH CAUSE OF ACTION
(Breach of the Proprietary Information Agreement)
68. The Proprietary Information Agreement is a valid and enforceable agreement.
69. PrinterOn fully performed its obligations under the Proprietary Information
Agreement.
70. Despite PrinterOn’s full and complete performance, Dreni breached the Proprietary
Information Agreement by failing to return the PrinterOn Equipment.
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71. As a direct result of Dreni’s repeated and ongoing breaches of the Proprietary
Information Agreement, PrinterOn has been damaged in an amount to be determined at trial, plus
interest, penalties and costs.
SIXTH CAUSE OF ACTION
(Promissory Estoppel)
73. In connection with his acceptance of PrinterOn’s offer of employment, Dreni
offered to execute the Release upon his termination, return all PrinterOn property upon
termination, and refrain from engaging in any other gainful occupation or undertake any other
business during his employ with PrinterOn.
74. Dreni made the offer with the expectation that it would induce PrinterOn to rely
thereupon.
75. PrinterOn reasonably, substantially, and detrimentally relied upon Dreni’s promise
to execute the Release upon his termination, return all PrinterOn property upon termination, and
refrain from engaging in any other gainful occupation or undertake any other business during his
employ with PrinterOn.
76. As such, Dreni’s failure to abide by his offer and promise has directly caused
PrinterOn damages in an amount to be determined at trial, plus interest, penalties, and costs.
SEVENTH CAUSE OF ACTION
(Unjust Enrichment)
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78. PrinterOn provided Dreni the $155,769.23 lump sum severance payment for which
he was required to execute the Release and return the PrinterOn Equipment.
79. Dreni received the $155,769.23 lump sum severance payment but did not execute
the Release or return the PrinterOn Equipment.
80. As a result, Dreni received a benefit of $155,769.23 without any restitution to
PrinterOn.
81. This enrichment violates equity and good conscience.
82. As such, Dreni has been unjustly enriched at PrinterOn’s expense in an amount
to be determined at trial, plus interest, penalties and costs.
EIGHTH CAUSE OF ACTION
(Quantum Meruit)
84. PrinterOn provided the $155,769.23 lump sum severance payment to Dreni in good
faith, and with the expectation that Dreni would execute the Release and return all PrinterOn
Equipment.
85. Dreni accepted the $155,769.23 lump sum severance payment, but did not execute
the Release or return the PrinterOn Equipment.
86. As a direct result, PrinterOn has been damaged in an amount to be determined at
trial, plus interest, penalties and costs.
NINTH CAUSE OF ACTION
(Breach of Good Faith and Fair Dealing)
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88. The Employment Agreement was a valid and enforceable contract.
89. Under New York law, implicit in the Employment Agreement is each party’s
covenant of good faith and fair dealing in the course of performance which obligates the parties to
act in good faith, to use their best efforts to deal fairly with one another and to do nothing that will
impede the other from obtaining the benefits of the contract.
90. By his conduct, Dreni materially breached the covenant of good faith and fair
dealing and has wrongfully deprived, impaired, destroyed and injured the rights of PrinterOn to
receive the value, benefit and fruits of the Employment Agreement. This conduct included failing
to: to execute the Release upon his termination; return all PrinterOn property upon termination;
and refrain from engaging in any other gainful occupation or undertake any other business during
his employ with PrinterOn.
91. By reason of Dreni’s breach of the covenant of good faith and fair dealing, Dreni
has unfairly frustrated the agreed common purpose of the Employment Agreement.
92. As such, PrinterOn has been damaged in an amount to be determined at trial, plus
interest, penalties and costs.
WHEREFORE, PrinterOn hereby respectfully requests entry of a judgment in its favor
and against Dreni, as follows:
a. Compensatory Damages and interest;
b. Attorney’s Fees, Expenses and Costs of Suit; and
c. Such other and further relief as may be proper.
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DEMAND FOR JURY TRIAL
PrinterOn demands trial by jury on all claims that can be so tried.
Dated: New York, New York DRINKER BIDDLE & REATH LLP
February 18, 2019
By: /s/ Tracey Salmon-Smith

Tracey Salmon-Smith, Esq.
Lucas Michelen, Esq. (admission pending)
1177 Avenue of the Americas, 41st Floor
New York, NY 10036
Tel: (212) 248-3140
Fax: (212) 248-3141
tracey.salmonsmith@dbr.com
Attorneys for Defendant

PrinterOn America Corporation
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CERTIFICATE OF SERVICE
I hereby certify that on this 18th day of February, 2019, a copy of the foregoing was filed
electronically with the Clerk of Court to be served by operation of the Court’s electronic filing
system on all counsel of record:
David I. Greenberger, Esq.

Bailey Duquette P.C.
100 Broadway, 10th Floor
New York, New York 10005
(212) 658-1946 x204
Attorneys for Plaintiff
/s/ Tracey Salmon-Smith

Tracey Salmon-Smith
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Case 1:18-cv-12017-PAE Document 11-1 Filed 02/18/19 Page 1 of 33
Exhibit 1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of June 22, 201 2 (the "Effective Date").
B ETWEE . :
PRINTERON AMERICA CORPORATION a corporation

incorporated under the laws of C alifornia, in the Country of Un ited
States of Ameri ca,
( the "Corporation")
O F THE FIR ST PA RT
- and -
DENIS DREN I of the N ew Yorlk City borough of Quee ns in the

State of New York, in the Country of U ni ted States of America,
(the "Employee")
O F THE SECOND PART
WH EREAS:
A. The Corporation and the Employee are entering an employment relationship for
the ir mutual benefit.
B The Corporation and the Employee have agreed that the terms and condit ions of
the employment relationship shall be as set out herein.
NOW THEREFORE THIS AGREEMENT \VITNESSETH that in cons ideration of the

premises and the mutual covenants herein contained and other good an d valuable consideration
now provided by each Party hereto to each other Party hereto (the receipt and sufficiency
whereof is hereby acknowledged), the Parties hereto agree as follows:
ARTICLE 1 - DEFINITIONS A:'.'\JD SCOPE OF EMPLOYMENT
1. 1 Defin itions In this Agreement:
A. " Affi liate" has the m eaning asc ri bed the reto in the R11si11ess Cmporarions Act (Onta rio);
B. ''Business" means cloud based mobile printi ng services or products;

C. "Cause" means and shall include, without limitation:
a) conviction of a felony or indictable offence, the effect of which will impair or

impede the Employee in carrying out his duties pursuant to this Agreement, or
b) a material breach by the Employee of any material representation, warranty,

covenant or agreement contained in this Af,•Teement or the Proprietary Information and
Inventions Agreement, or
c) gross and willful misconduct by the Employee which will have a material and
adverse impact on the Corporation, or
cl) the Employee's commission of an act involving embezzlement or fraud, or
e) gross and willful malfeasance or gross and willful non-feasance by the Employee
wh ich will have a material and adverse impact on the Corporation;
D. "$" means United States Currency; "CDN$" means Canadian currency;;
E. "Employment Commencement" means on or about June 25, 2012
F. "Person" means an individual , partnership, corporation or other entity; and
G. "PrinterOn Group" means the Corporation and/or any current or future subsidiary, parent
company related company or Affiliate of any of the foregoing, including, without
limitation, PrinterOn Inc. and PrinterOn Corporation.
1.2 Emp loyment. The Corporation hereby agrees to employ the Employee and the Employee
hereby agrees to be employed on a full time basis in the position of Director of Strategic
Alliances & Enterprise Accounts, reporting to the Vice President Sales & Marketing of the
Corporation. The Employer and the Employee acknowledge that such employment commences
on the date of Employment Commencement. Despite any services you may provide to any
subsidiary, parent company, related company or Affiliate of the Corporation from time to time,
the Employee acknowledges and agrees that, subject to any applicable legislation, his
employment relationship is and shall remain exclusively with the Corporation.
1.3 Duties and Responsibilities. The duties and responsibilities of, and the powers to be
exercised by, the Employee shall be as determined from time to time by the CEO & President or
the Vice President of Sales & Marketing of PrinterOn Corporation, and include all items in
Exhibit A prov ided that such duties, responsibilities and powers are consistent with the position
held by you .
1.4 Full and Faithful Service. The Employee will devote to the business and affairs of the
PrinterOn Group all of the time and attention reasonably necessary to carry out his duties, and
will ensure that he is not at any time engaged in conduct which would constitute a conflict with
pf)
the interests of the PrinterOn Group. During his employment w ith the Corporation, the Employee
shall not engage in any other employment or gainful occupation, undertake any other business,
or become a director, officer or agent of any other company, firm or individual without the
express written consent of the CEO & President or Vice President of Sales & Market ing of the
Corporation, such consent not to be unreasonably withheld.
1.5 Home Office and Employee Availabilitv. The Employee shall maintain a home office at
Employee's own expense such that the PrinterOn Group's business may be conducted at any
hour during a day. This is requ ired as a result of the global distribution of the PrinterOn Group's
products and the necessity to conduct business during the normal business hours of customers in
any country in the world . The Corporation shall have no obligation to compensate the Employee
for expenses associated with maintaining the home office, or for the Employee's time spent
conducting business from home save and except for the remuneration outlined in this
Agreement.
1.6 Acknowledgment. The Employee acknowledges that the effective performance of their
duties requires the highest level of integrity and the Corporation's complete confidence in the
Employee's relationship with other employees of the PrinterOn Group and with all persons dealt
with in the course of his employment. The Employee shall diligently, faithfully and honestly
serve the Corporation during the continuance of his employment hereunder and shall use his best
efforts to promote the interests of the PrinterOn Group.
ARTICLE 2 - TERM OF EMPLOYMENT
2. 1 Term. Until terminated as provided in Article 4 of this Agreement, the term of

employment created herein shall continue indefinitely.
ARTICLE 3 - REMUNERATION
3.1 Salary. As remuneration for his services hereunder, the Employee shall be paid a base
salary, subject to adjustments as hereinafter provided (the "Base Salary"), at the rate of $135,000
per annum, which Base Salary shall be paid in arrears and in 24 equal installments, subject to all
necessary statutory deductions. Such Base Salary shall be reviewed by the Corporation at the end
of each fisca l year of the Corporation but with no obligation to effect an increase thereof.
3.2 Commission. In addition, the Employee will receive commission based upon sales
revenue procured in the Employee ' s assigned market space as detailed in Exhibit A.
Commission rates will be reviewed annually at the start of the Corporation 's fiscal year (May 1).
3.3 Benefits. The Employee will be entitled! during the course of his employment with the
Corporation to participate in the employee benefit plans and programs of the Corporation which
are made available to emp loyees of the Corporation in the jurisdiction of residence of the
Employee generally from time to time. The cost of the benefit plan will be paid by the
Corporation. All employee medical, dental and life (life insurance for the Employee only)
benefit plans and programs of the Corporation shall continue during any notice period referred to
in Subsection 4.1 D. hereof All employee long-term disability benefit plans and programs of the
Corporation shall, in the event of termination pursuant to Subsection 4 1 D . continue for a period
of time equivalent to the period of notice which the Corporation would, but for the provisions of
Subsection 4.1 D., otherwise have been required to provide to the Employee pursuant to
applicable legislation, in the event of termination of the type contemplated by Subsection 4.1 D .
3.4 Vacation. The Employee shall be entitled to four (4) weeks paid vacation leave in each
calendar year that this Agreement is in effect. Such vacation shall be taken at such time or times
as the Corporation may determine having regard to the business and undertaking of the
Corporation. In the event the Employee's employment is terminated, the Employee shall be
entitled to a prorated vacation leave with pay for the portion of the year that he has been actively
employed. It is the responsibility of the Employee to ensure that his vacation entitlement is taken
as there shall be no more than 20 days vacation carry forward to a year other than that for which
it has accrued, provided that once Employee has 20 days accrued vacation, he shall not accrue
any further vacation.
3.5 Expenses. During the term of his employment with the Corporation, the Employee shall
be reimbursed for all reasonable travel and business expenses incurred by him in the
performance of his duties hereunder, subject to such limitations as may be established by the
Corporation and revised by it from time to time and subject to the limitations set out in Sections
1.5 and 1.6 of this Agreement. As a condition to the reimbursement of such expenses, the
Employee shall furnish to the Corporation receipts for expenses incurred. Company shall review
all expenses in a timely manner and upon approval reimburse employee with 15 business days of
approval.
ARTICLE 4 - TERMINATION OF EMPLOYMENT
4.1 Terms and Conditions. The employment contemplated hereunder may be terminated in
the follow ing manner and in the following circumstances:
A. by the Corporation at any time for Cause , in which case the Employee's employment shall
terminate immediately upon receipt of a written notice from the Corporation to the
Employee setting out the cause for termination;
B. by the Corporation upon the death of the Employee, in which case their employment
pursuant to this Agreement shall terminate on the date of death and the Corporation shall
pay the Employee's estate their outstanding Base Salary and any applicable outstanding
commissions up to the date of such tennination plus outstanding earned vacation pay,
plus any valid outstanding expense reimbursements owing to the Employee;
C. by the Corporation if the Employee is unable to discharge his duties hereunder by reason
of illness, disease, mental or physical disability or otherwise, for an aggregate of four
months in any one year, whether or not consecutive, in which case his employment
pursuant to this Agreement shall terminate on the date that such inability aggregates four
months and the Corporation shall pay the Employee his Base Salary for the portion of the
year that he has been employed and any applicable payment required by applicable
legislation. In the event of termination pursuant to this Subsection 4.1 C., you will be
*O
eligible to make a claim under any disability policy that may be applicable to you in
accordance with its terms.
D. by the Corporation for any reason other than a termination pursuant to subsection 4.1 (A),
(B) or (C), upon providing a lump sum payment of an amount equal to either (a) if in the
first ninety (90) days of employment wi th the Corporation following the Effective Date,
an amount equal to one (I) month's Base Salary and any applicable outstanding
commissions up to the date of such termination plus any valid outstanding expense
reimbursements owing to the Employee, or (b) if after the first ninety (90) days of
employment, an amount equal to six (6) months' Base Salary plus two (2) additional
weeks of Base Salary for each full year of employment with the Corporation following
the Effective Date (to a maximum oftwielve (12) additional months of Base Salary) and
any applicable outstanding commissions up to the date of such termination plus any valid
outstanding expense reimbursements owing to the Emp loyee; or
E. by the Employee for any reason, upon providing one month's written notice to the
Corporation, provided that the Corporation may terminate the Employee f011hwith after
receiving the Employee's notice of termination at any time and without any obligation on
the part of the Corporation to provide notice or remuneration to the Employee in the case
where the Corporation terminates the Ern1ployee for Cause or, in the case of a termination
for any reason other than for Cause, upo111 payment to the Employee by the Corporation of
an amount equal to four weeks' Base Salary.
In the event of termination pursuant to any of Subsections 4.1 A, B, C, D , or E, the Corporation

shall pay to the Emp loyee his Base Salary to the date of termination and shall reimburse the
Employee for valid business expenses incurred prior to such date upon the presentation of
receipts and in accordance with the Corporation's policies then in effect.
4.2 Earned Vacation Pay. fn the event of any termination pursuant to Section 4 .1 , the
Corporation shall pay to the Employee all outstanding earned vacation pay up to the date of
termination.
4.3 Release of Claims. Upon payment of the amounts due upon termination of employment
under the applicable Subsection 4.1 B - E, the employment of the Employee shall be wholly
terminated and this Agreement shall cease to have any further effect save and except in respect
of Articles 5, 6, and 7 hereof and any express o bligation in this Agreement to continue some or
all of the benefits under the Corporation's group benefits plan following the date of termination
of employment which shall continue in fu ll force and effect. Upon any such termination, the
Employee shall have no claim against the PrinterOn Group for damages, termination pay,
severance pay, pay in lieu of notice of termination, statutory or otherwise, except in respect of
payment of remuneration earned, due and owing to the effective date of tennination and the right
to dispute whether the termination was for Cause. The payment of any amounts by the
Corporation in excess of any amounts owing to the Employee pursuant to applicable legislation
and arising as a result of the tem1ination of the Employee's employment are conditional upon the
execution by the Employee of a fu ll and final release of all claims and possible claims, as well as
an indemnity for the Employee's taxes, in favour of the PrinterOn Group and its shareholders,
directors, officers and employers in a form acceptable to the Corporation. Such full and final
release and indemnity shall include provisions requiring the Employee to maintain the
confidentiality of the terms of this Agreement.
4.4 Reasonableness. The Parties further acknowledge and agree that if the payment referred
to in Subsection 4.1 D hereof is made, sucb payment constitutes a reasonable estimate of the
damages that might be suffered by the Employee for termination of this Agreement, such amount
being liquidated damages and not a penalty.
4.5 Emplovment Standards. Notwithstanding any other provision of this Agreement, in the
event of a termination of the employment of the Employee pursuant to Subsections 4.1 D or E
hereof, the amount payable to the Employee by the Corporation shall be the greater of: (a) the
amount specified in Subsection 4.1 Dor Subsection 4.1 E , as the case may be; or (b) the amount
payable by the Corporation to the Employee in connection with termination by the Corporation
of the employment of the Employee in the circumstances described in Subsection 4.1 Dor E, as
the case may be, pursuant to any applicable legislation.
ARTICLE 5 - CONFIDENTIALITY
5.1 Proprietary Information and Inventions Agreement. In connection with his continued
employment with the PrinterOn Group pursuant to the terms of this Agreement, the Employee
shall execute, prior to execution hereof by the Corporation, the Corporation's standard
Proprietary Information and Inventions Agreement attached hereto as Exhibit B, the terms of
which are incorporated herein by reference.
ARTICLE 6-NON-SOLICITATION
6. 1 Non-Solicitation. During the Employee's employment with the Corporation and for a
period of twelve (12) months thereafter, the Employee shall not alone or on behalf of or
in connection with any other Person, directly or indirectly in any capacity whatsoever
including, without limitation as a partner, officer, director, employee, consultant, agent,
independent contractor or shareholder:
a) canvass or solicit any business from any customer or Prospective Customer (the
term "Prospective Customer" means any Person canvassed or solicited by the
PrinterOn Group at any time during the two (2) years prior to the date upon which
the Employee ceases to be employed by the Corporation) of the PrinterOn Group
for the purpose of providing to such customer or Prospective Customer products
or services competitive or similar those offered by the PrinterOn Group, or
b) employ, offer employment to or solicit the employment or engagement of or

otherwise entice away from the employment of the PrinterOn Group any
individual who is employed by the PrinterOn Group or who resigns from
employment by the PrinterOn Group in order to accept a direct or indirect offer of
employment or engagement from the Employee or any other Person.
ARTICLE 7 - NON-COMPETITION
7. I Non-Competition: Subject to the terms set out in Exhibit A and B, during the Employee's
employment with the Corporation and for a period of twelve ( 12) months thereafter, the
Employee shall not, without the prior written consent of the Corporation, alone or on
behalf of or in connection with any other Person, directly or indirectly in any capacity
whatsoever including, without limitation as a partner, officer, director, employee,
consultant, agent, independent contractor or shareholder:
a) Engage in, carry on or otherwise have any financial or other concern or interest
(including, without limitation, an interest by way of royalty or other
compensation arrangements), advise, lend money to, guarantee the debts or
obligations of, or permit the Emp loyee's name or any part thereof to be used or
employed by any division, department, branch or unit of any undertaking which is
engaged in, carries on, is concerned with or interested in a business which is the
same as or substantially similar to., or which competes with or would compete,
with the Business carried on by the Corporation or any of its Affiliates in any
country within which PrinterOn then caITies on the Business ("Prohibited
Conduct").
b) Nothing herein shall prevent the Employee from owning, beneficially or

otherwise, for investment purposes only, any securities to which 5% of the voting
rights are attached of any corporation or other entity whose securities are listed on
a recognized stock exchange or traded in the over-the-counter market in Canada
or the United States of America, and which carries on a business which is the
same as or substantially similar to, or w hich competes with or would compete
with the Business.
The Employee hereby acknowledges that all provistons in this Employment Agreement are
reasonable as between the Employee and the Corporation in the context of his employment with
it. The Employee acknowledges and agrees that all provisions in this Agreement are reasonable
with reference to the public interest in free and open competition based upon the parties '
knowledge of the market and the industry in which the Corporation is engaged. Specifically, the
Employee agrees that any court of competent jurisdiction shall be ignoring the intention of the
parties and the parties' reasoned assessment of the reasonableness of the provi sions with
reference to the public interest in free and Ojpen competition should it find otherwise. The
Employee agrees that his compliance with his obligations pursuant to this Agreement will not
unduly restrict or curtail his legitimate efforts to earn a livelihood in his chosen area of
endeavour following his employment with the Corporation.
ARTICLE 8 - GENERAL
8.1 Entire Agreement. This Agreement, together with all Exhibits attached hereto and the
terms hereof and thereof, shall constitute the entire agreement between the Parties hereto with
respect to all of the matters herein and the Patties hereto acknowledge and agree that execution
hereof and thereof has not been induced by, nor does either of the Parties hereto rely upon or
regard as material, any representations or writings whatsoever not incorporated herein and made
a part hereof Th is Agreement shall not be amended, altered or qualified except by an agreement
in writing signed by both of the Parties hereto.
8.2 N otices: Any notice or communication given or required to be given shall be in writing
and may be delivered, mai led by registered mail, or sent by facsimile or similar
telecommunication device and shall be deemed:
a. in the case of delivery, to have been duly given when the same is de! ivered
to the Corporation or the Employee at the addresses hereinafter set forth
(or personally in the case of the Employee);
b. if addressed to such Party at its address as set forth hereafter or to such

other address as such Party may have by notice in writing furnished to the
Party seeking or desiring to give notice as a place for the giving of notice:
1. in the case of dispatch by registered mail, except during a postal

disruption, actual or threatened, to have been duly g iven at 5:00 o'clock in
the afternoon (local time of the sender) on the fourth business day after the
clay the same was deposited in a governmental public post box or
governmental post office,
2. in the case of dispatch by facsimile or similar telecommunication

device to have been duly given the next business day after dispatch is
made by means of a facsimile or other telecommunication device, and if
addressed as follows:
if to the Corporation, at:

221 McIntyre Drive
Kitchener, Ontario,
Canada N2R 1GI
Attention: President
Facsimile: (519) 748-9457
if to the Employee, at:
Denis Dren i /1, ri AAA, 1 .

J 6 60 6 0 7 j II " ~ ,4p
- /f-f:'f{J ('t 'A: , NY
us/4. · ·
11102
Telephone:
8.3 Further Assurances. The Parties hereto and each of them hereby consents and agrees to
do such things, attend such meetings and to execute such further documents and assurances as
may be deemed necessary or advisable from time to time in order to cany out the terms and
conditions of this Agreement in accordance with its true intent.
8.4 Waivers. No waiver of any breach of default of any of the provisions hereof shall be
effective unless in writing and signed by the Party to be charged with such waiver. No waiver
shall be deemed a continuing waiver or waiver in respect of any subsequent breach of default,
either of a similar or different nature, unless expressly so stated in writing.
8.5 Severability. Each provision herein shall be treated as a separate and independent clause,
and the un-enforceability of any one clause shall in no way impair the enforceability of any of
the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so
as to be unenforceable at law, such provision or provisions shall be construed by the appropriate
judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent
compatible with the applicable law as it shall then appear.
8.6 Headings. The insertion of headings and the division of this Agreement into Sections and
Subsections is for convenience of reference only and shall not affect the interpretation hereof
8. 7 Assi1mment. This Agreement may not be assigned by the Employee without the prior
written consent of the Corporation, which consent may be withheld for any reason.
8.8 Enurement. This Agreement shall enure to the benefit of and be binding upon the Parties
hereto and their respective heirs, executors, legal personal representatives, successors and
assigns of the Corporation and permitted assigns of the Employee.
8.9 Attomment. The Parties hereto hereby irrevocably submit to the non-exclusive
jurisdiction of the couits of the State of New York.
8.10 Governing Law. This Agreement shall b-e construed and enforced in accordance with the
laws of the State of New York (exclud ing its conflict of laws rules) and the federal laws of
United States applicable therein.
8. l I Legal Advice. Each of the parties hereto has been advised to seek independent legal
advice with respect to the provisions in the Agreement. Each party acknowledges that they
thoroughly understand the provis ions contained herein and has executed the Agreement with full
knowledge of its contents and full knowledge of their rights.
IN WITN ESS WHEREOF this Agreement is executed by the Parties hereto as of the date
first above written .
PRINTERON AMERICA CORPORATION
6 us Cunningham
Title: CEO & President
Name : Denis Dren ·

EXHIBIT A
Fiscal 2013 Commission Plan
Employee: Denis Dreni
Position : Director of Strategic All iances & Enterprise Accounts
Duties and
Responsibilities: Including bur not be limited to:
Develop, implement and manage channel strategy
Work collaboratively with PrinterOn Execurive Team to review, refine

and implement PrinterOn business and IP strategy
Work collaboratively with PrinterOn Product (Vlanagement and

Marketing to review, refine and implement product and marketing
strategy
Work col la boratively to support PrintcrOn channels, i.e. transactional ,

hospitality and Rico h business
Specific partners/targets including but not limited to:
• Implement, manage: relationship with Nuance/ Equitrac

- Training (working with Nuance team to implement)
- Marketing materials
- Product development
- Develop C Level relationship
- Identify ne:t new opportunities
•LRS (Levi, Rey and Shoup)
•Docomo
Expand relationship to Nomadix. and NTT Docomo (parent)
•Konica Minolta
Develop OEM relationship
•Verizon
- Manage internal mobile print project
- Expand relationship
•T Mobile/AT & T
• l ngram
•Muratec
•American Campus Conununities
Target Market: Enterprise Market

Enterprise End Users and Channel Partners
Strategic Partner relationships
List of partners/ targets to be rev iewed on an ongo ing basis
" O ther assigned opportunities" as defined, identified and approved by

the VP of Saks and Marketing
Annual Personal Quota: S 1,000,000 net new revenue in your Target Market. This Annua l
Personal Quota wi ll be rev iewed atmually after which it may be changed
at the discretion of an officer of the Corporation. Currently, annual
reviews take place at the start of PrintcrOn 's fiscal year which at present
is May I". All hardware, software, training and services revenue will
count toward my annual quota.
Annual Company Target: $5,200,000 Revenue: for each fiscal year ended April 30. This Annual
Company Target w ill be reviewed annually after which it may be
changed at the discretion of an officer of the Corporation.
Base Compensation: Sl 35,000
Variable Compensation: All variable compensation w il l be renewed a nnually in conjunction with

rev iew of your Annual Personal Quota and the Annual Company Target,
after w hich it may be changed at the discretion of an officer of the
Corporation. Variable Compensation on Annual Personal Quota and
Annual Company Target will be paid monthly. Variable Compensation
on Temporary Personal Objectives w ill be paid quarterly.
Var iab le Compensation on

Annual Personal Quota: 4.5% of net new subscription revenue on net ne\.v subscriptions in your
Target Market up co rhe firsr SJ ,000,000 of your Annual Personal Quota.
5.63% of net new snbscription revenue on net new subscriptions in your

Target Market over $1,000,000 of your Annual Personal Quota.
Hardware revenue will count toward your Annual Personal Quota and
tow ard the Annual Company Target as long as minimum revenue per
unit is maintained . The minimum revenue per un it is subject to change
based on c hanges to PrinterOn' s cost base of the products. As of the date
of this agreement, the current minimum revenue per unit is as follows :
PrintValet - S 125 US
PrintConnect (sold in North America) - $260 US
PrintConnec:t (sold outside Nonh America) - S275 U S
Invoiced revenue uncollected within 90 days of invoice due date will

result in reversal of commissions paid, whic h w ill be deducted from
future comm issions. Once collected, any amounts reversed w ill be
inc luded in commission payments.
Dete rmination of commissions on extraordinary sales, as identifi ed by

the Vice President of Saks & tvlarketing, will be assessed and if
applicable paid after receipt of payment from the customer.
Variable Compe nsation on
12
/j f)
Annual Company Target: Conunission on achievement of Revenue equal to or less than t he Annual
Company Target for each fiscal year will be paid on achievement of
stepped milestones as defined be low:
Revenue Commission
S4,160,000 $5,625
$4,420,000 S10, 125
S4,680,000 $14,625
$4,940,000 SI 9, 125
$5,200,000 $22,500
Corn mission on achievement of Revenue greater than the Annual

Company Target for each fiscal year w ill be paid on a cumulative sliding
scale as defined belovv:
Revenue > Annual Co Target Commission

$6,025,000 $825,000 3.33%
S6,850,000 $825,000 6.67%
$7,675,000 $825,000 10.00%
S8,500,000 $825,000 13.33%
>$8,500,000 13.33%,
Temporary Personal
Objectives: Notwithstanding the above, for the fiscal year ending Apri l 30, 2013 you
will have a variable component of $22,500 to be received on
achievement of personal objectives to be defined by the Vice President
Sales & Marketing a nd paid as defined by the Vice President Sales &
Marketing.
EXHIBIT B
PROPRIETARY JNFOR.J\1A TION AND INVENTIONS AGREEMENT
I recognize that PR!NTERON TNC (together with its subsidiaries, parent company, related
companies and affiliates hereinafter known as the "Company"), an Ontario Corporation, is
engaged in a continuous program of research, development and production respecting its
business, present and future, including fields general ly related to its business, and might from
time to time be engaged in providing consulting services to its clients with respect to their
research, development, and production.
I understand that:
A. As part of my employment by the Company, I am (or may be) expected to make new
contributions and inventions which will be of value to the Company;
B. My employment crea tes a relationship of confidence and trust between me and the
Company with respect to any information:
( l) applicable to the business of the Company or

(2) applicable to the business of any client or customer of the Company, which
may be made known to me by the Company or by any client or customer of the
Company, or learned by me during the period of my employment.
C T he Company possesses and will continue to possess information that has been
created, discovered, developed, or otherwise become known to the Company
(including, without limitation, information created, discovered, developed or made
known by me during the period of or ari:,ing out of my employment by the Compan y)
or in which property rights have been assigned or otherwise conveyed to the
Company, which information has commercial value in the business in which the
Company is engaged or which related to the Company's actual or demonstrab ly
anticipated research and development activities. All such in formation is hereinafter
referred to as "Proprietary Information". By way of illustration, but not limitation ,
Proprietary Information includes trade secrets, processes, computer programs,
formu lae, data, know-how, improvements, inventi ons, techniques, marketing plans,
strategies, forecasts and customer lists.
D. As used in this Agreement, the period of my employment includes any time during
w hich I may be retained by the Company as a consultant
In consideration of my continued employment on the terms of the Employment

Agreement dated June 22, 20 12 and the compensation received by me from the
Company from time to time, I hereby agree as follows:
1a. All Proprietary Information shall be the sole property of the Company and its assigns,
and the Company and its assigns shall be ;the sole owner of all patents and other rights in
connection with such Proprietary Information. At all times, both during my employment
by the Company and after its termination, I will keep in confidence and trust all
Proprietary Infom1ation and I will not use or disclose any Proprietary Information or
anything in relation to such infonnation without the prior written consent of the
Company, except as may be necessary in the ordinary course of performing my duties as
an employee of the Company.
1b. I will promptly disclose to the Compa)l)y all copyrightable material relating to the
Company's business which I may produce, compose or write, individually or in
collaboration with others, while employed by the Company, whether made on
Company time or my own time, and at the expense of the Company I w ill do such acts
and execute such documents as may be necessary or expedient_to enable the Company
at its own expense to constitute itself the registered owner of the copyright in such
material in any and all countries, provided, however, that no such assignment need be
made in respect to any such copyrightable items upon which a specific written
agreement is executed, attested and sealed by the authorized officers of the Company.
I hereby assign to the Company any and all interest which 1 may have in such
copyrightable material and waive all of my moral rights therein.
2a. I agree that during the period of my employment by the Company I will not, without
the prior written consent of the Company, engage in any employment or activity for
any profit or non-profit institution which is competitive with or involves the business
in which the Company is engaged or its actual or demonstrably anticipated research
and development.
2b. I further agree that during the period of my employment by the Company 1 wil l not,
without the prior written consent of the Company, engage in any employment or
activity for any profit or non-profit institution for remuneration in any monetary or
non-monetary form during hours for which I am not being compensated for by the
Company, and for which my duties andl responsibilities require the use of the same
skills as those applied in my duties for the Company.
3. In the event of the tennination of my employment by me or by the Company for any

reason, I will deliver to the Company all documents and data of any nature pertaining
to my work with the Company and I will not, without the prior written consent of the
Company, take with me any documents or data of any description or any reproduction
of any description containing or pertaining to any Proprietary Information. I will
notify the Company before removal of personal documents and data of any nature
from the Company in the event of termination of my employment. Personal documents
and data wi ll be identified and marked prior to bringing it into the Company.
4a. I will promptly d isclose to the Company, or any persons designated by it, all
improvements, inventions, fonnulae, processes, techniques, know-how and data,
whether or not patentable, made or conceived or reduced to practice or learned by me,
either a lone or jointly with others, during the period of my employment (A) that are
related to or useful in the business of the Company or its actual or demonstrably
anticipated research and development, or (B) that result from tasks assigned me by the
Company, or (C) that result from use of trade secret information, equipment, supplies,
or fac ilities of the Company or property contained on premises owned, leased, used, or
contracted for by the Company (all such improvements, inventions, formulas,
processes, techniques, know-how, and data are hereinafter referred to as "Inventions")
4b. l agree that all Inventions shall be the sole property of the Company and its assigns,
and the Company, and its assigns, shall be the sole owner of a11 patents and other
rights in connection with such lnventions. I hereby assign to the Company, any rights
I may have or acquired in such Inventions. I further agree as to all such Inventions to
assist the Company in every proper way (but at the Company's expense) to obtain, and
from time to time enforce, patents on such Inventions in any and all countries, and to
that end I will execute all documents for use in applying for and obtaining patents on
and enforcing such Inventions, as the: Company may desire, together with any
assignments of such Invention to assist the Company in obtaining and enforcing
patents for such Invention in any and all countries shall continue beyond the
termination of my employment, but the Company shall compensate me at a reasonable
rate after my termination for time actually spent by me at the Company's request on
such assistance.
5. I will promptly disclose to the Company all improvements, inventions, formulae,

processes, techniques, know-how and data, whether or not patentable, which I may
conceive, individually or jointly with others, within six months of the termination of
my employment with the Company and which relate to the business of the Company
or knowledge I have gained while employed at the Company. In connection with all
such Inventions, whether conceived or made on Company time or my own time, which
are usable by the Company in its business, I will assign all my interest therein to the
Company to obtain patents covering such. If I am unable to reach agreement with the
Company regarding fair compensation for the same, a third party, mutually acceptable
to the Company and me, will be appointed. The majority vote of the three parties
regarding fair compensation will be accepted by me as full and final payment for
providing the Company with all rights to the same.
6. As a matter of record, J have identified on Appendix A attached to this Agreement all

inventions or improvements relevant to the business of the Company or its actual or
demonstrably anticipated research and development that have been made or conceived
or first reduced to practice by me alone, or jointly with others, prior to my
employment by the Company, and l have designated on Appendix A such inventions
and improvements that I desire to remove from the operation of this Agreement or I
represent and warrant that there are no such inventions or improvements at the time of
signing this Agreement. In consideration of my becoming employed by the Company,
I hereby assign to the Company any rights I may have or acquire in any inventions or
improvements relevant to the business of the Company or its actual or demonstrably
anticipated research and development that have been made or conceived or first
reduced to practice by me alone or jointly with others prior to my employment by the
Company and have not been designated on Appendix A to be removed from the
operation of this Agreement.
7. I understand that the Company bas received and in the future will receive from third
parties confidential or proprietary information (Third Party Information) subject to a
duty on the Company's part to maintain the confidentiality of such information, and to
use it only for certain limited purposes. During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and w ill not
disclose or use Third Party Information except as permitted by the agreement between
the Company and such third party, unless expressly authorized in writing to act
otherwise by an officer of the Company.
8. Unless specified otherwise in my employment contract, I represent that my

performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any a 6,-reement to keep in confidence or in trust or
agreement not to compete or solicit customers or employees prior to my employment
by the Company. Unless specified otherwise in my contract of employment, I have not
entered into, and I agree I wil l not enter into, any agreement either written or oral in
conflict with this agreement. I also understand that in my employment with the
Company I am not to breach any obl ig ation of confidentiality or obligation not to
compete or solicit customers or employees that I have to fonner employers or others. I
agree that I shall disclose all such previous obligations to the Company and that I shall
fu lfill those obligations during my employment with the Company.
9. I understand as part of the consideration for the offer of emp loyment extended to me
by the Company and of my employment or continued employment by the Company
that I will only bring with me or use in the performance of my responsibi lities at the
Company any materials or documents which I consider to be my personal property or
are avai lable to the public unless material or documents of a former employer that are
not generally available to the public that I will bring to the Company or use in my
employment are identified on Appendix A attached to this Agreement. As to each
item, if any, listed on Appendix A, I represent that I have obtained prior to the
effective date of my employment with the Company wr itten authorization for the
possession and use of such materials in my employment with the Company.
lO I understand that from time to time the Company conducts business with public
companies and that I may receive infomrntion regarding such business or such public
companies which has not been generally disclosed. I acknowledge that securities laws
impose restrictions on my ability to trade in securities of such public companies and r
agree to comply w ith such laws.
1 I. This Agreement shall be effective as of the first day of my employment by the

Company.
12. This Agreement shall be binding upon me, my heirs, executors, and administrators and
shall inure to the benefit of the Company, its successors, and assigns.
l 3. lf all or any portion of the provisions o flhis Agreement would otherwise be invalid or
unenforceab le as a result of the application of any law or the determination of a court
of competent jurisdiction, the portions \vhich would otherwise be held invalid or
unenforceable but no others shall , automatical ly and without further act on the part of
the Parties hereto, be reduced in scope to such an extent that the same wou ld be valid
and enforceable.
Signed this /'Z__ day ofJune, 2012.
Accepted and
Agreed to: Witness: __ql.,..<Vz:..·_L_._-_-_-__
Print Name: Print Name:
T itle: Title:
APPENDIX A
I. The following is a complete list of all inventions or improvements relevant to the s ubject
matter of my employment by ( the "Company") that have been made or conceived or first
reduced to practice by me alone or jointly with others prior to my employment by the
Company. I desire ro remove those inventions and improvements listed, if any, from the
operation of the Company's Proprietary Information and Inventions Agreement which are
noted by a * and my initials next to such inventions or improvement:
~ No invention or improvements.
~ See Below:
I
)J//J-
I
I
- - -- - Additional Sheets attached

2. 1 propose to bring to my employment the following materials and documents of a former
employer that are not generally available to the public, which materia.ls and documents
may be used in my employment.
No invention or improvements.
See Below:
, II
JJ/f+
- - -- - Additional Sheets attached
My s ignature below confirms that my continued use and possess10n of these materials and
documents , if any are authorized.
Dated th is 2-L W I L- - -- -
S igned: 9
19
!J(/j'
PRINTERON CORPORATION
STOCK OPTION PLAN OPTION AGREE MENT
To: Denis Dreni
Date: J une 25, 2012
Re: PrinterOn Corporation Stock Optiion Plan
Attached hereto is a copy of the PrinterOn Corporation Stock Option Plan (the " Plan") which has
been approved by the Board of Directors and shareholders of PrinterOn Corporation (the
"Company").
This is to advise you th at, subject to approval by the Board of Directors of PrinterOn
Corporat ion, you are entitled to participate in the Plan and have been granted options on 75 ,000
common shares (the " Shares") in the capital of the Company.
1. The option price of the Shares is $0.72 per share.
2. Your option may be exercised in whole o r in part, subject to the vesting rules described
below, at any time or from time to time, up to and including, but not after, June 24, 20 17,
on which date your option, unless earlier terminated by reason of your death or ceasing to
be a Participant (as defined in the Plan), i,hall expire.
6,250 Options will vest quarterly at the e:nd of each quarter with such first quarter starting
July 1, 2012 and ending September 30, 2012 and each subsequent quarter ending
December 31 , March 3 1, June 3 0, and thereafter until all granted stock options have
vested.
3. The terms and conditions of the Plan are hereby deemed to be incorporated into and to
fo rm pa11 hereof and wi ll also include the tenns and conditions described below :
Options shall only be exercised after a period of two (2) y ears after the date of the grant
of the options.
4. No share certificates representing such Slhares shall be deli vered until payment for the
Shares has been made in full.
l'rintcrOn Con,oration S tock Option Grant Page I o l' 2

If you desire to accept this option, please so indicate in the space below . Please note that
acceptance does not constitute an exercise of the option. Options must be exercised in
accordance with the terms and conditions of the Plan by completing and submitting a
subscription substantially in the form of Schedu le A annexed to the Plan, accompanied by
payment in full of the option price of the Shares in respect of which the said option is then being
exercised.
:;!N
TER~C~N -
ANGUS CUNNINGHAM, CEO
DATED: June d.1_, 2012
I hereby desire to accept the above option and

agree to the terms and the conditions hereinbefore
setfo11 cludin~ the te rms I cl conditions of the Plan.
0
l(y{2/vv( .. ~ --,/1 )
(Signature of
Denis Dreni
)
j,
DATED: June ZC- , 20 12
PrintcrOn Corp\>nHion Stock Oplion Grant Pa~e 2 o f 2

Agreement for Supplemental Stock Option Plan Option Grant
To: Denis Dreni
Date: June 25., 2012
Re: PrinterOn Corporation Stock Option Plan
Subject to approval by the Board of Directors of PrinterOn Corporation, one ( 1) year from the
date of Employment Commencement, and with your continuing employment with PrinterOn,
you may be entitled to participate in the Plan with an additional grant of options on 25,000
common shares (the "Shares") in the capital of the Company, at the then-preva iling strike price,
at the sole discretion of the Chief Executive Officer. This conditional additional grant of options
on 25,000 common shares may, at the sole discretion of the Chief Executive Officer, be granted
at a date six (6) months from the date of Ernployment Commencement with fulfillment to the
satisfaction of the Chief Executive Officer of the follow ing conditions:
l. You will have successfully identified three net new material O EM/ Reseller opportunities
in cooperation with and to the satisfaction of the Vice-President of Sales & Marketing.
2. You will have been responsible for PrinterOn being actively engaged in material sales
opportunities in cooperation with and to the satisfaction of the Vice-President of Sales &
Marketing.
3. You will have been responsible for prospects evaluating PrinterOn from a business and
technical perspective in cooperation with and to the satisfaction of the Vice-President of
Sales & Marketing.
4 . You wil l have identified and initiated a clear sales strategy and action p lan to close
business in cooperation with and to the satisfaction of the Vice-President of Sales &
Marketing.
5 . You wil l have identified and closed two (2) End User Enterprise opportunities valued at a
minimum of $25,000 each in cooperation with and to the satisfaction of the Vice-
President of Sales & Marketing.
6. Targets excluded from the above: Konica Minolta, Nuance, Docomo, Ricoh.
by,~
ANGUS CNNINGHAM, CEO

STOCK OPTION PLAN
AMENDED AND RESTATED AS OF DECEMBER 17, 2008
ARTICLE 1
DEFIN il TIONS
1.1 When used herein, the following terms shall have the following mean ings:
"Affiliate" - has the meaning g iven to that term in the Business Corporations Act
(Ontario).
"Board" - means the Board of Directors of the Company.
"Committee"- means a committee of the members of the Board.
"Company" - means Printeron Corporation and its Affiliates.
"Exercise Notice" - means a notice in writing in the form attached hereto as Schedule A
signed by the Participant stating the Participant's intention to exercise a particular Option.
"Exercise Price" - means the price at which a Share may be purchased pursuant to the
exercise of an Option.
"Exercise Term" - means the period oftime during wh ich Options may be exercised.
"Exchange" - means The Toronto Stock Exchange, the National Market System of the
National Association of Securities Dealers Automated Quotation System or any other
stock exchange on which the Shares are I isted and posted for trad ing or quoted
"Insiders" shall have the meaning ascribed thereto in the Securities Act (Ontario).
"Option" - means a right, which may be granted to a Participant pursuant to the terms of
this Agreement, which allows the Participant to purchase Shares at a set price for a future
period which does not exceed 10 years.
"O ption Agreement" - means a signed written agreement evidencing the terms and
conditions upon which an Option is granred under this Plan.
"Participants" - means those directors, officers, key employees and service providers of
the Company, or to a personal holding corporation wholly owned by such Participant(s)
or to a registered retirement savings plan established for the sole benefit of such
Participant(s), whose selection to participate in the Plan is approved by the Board, the
Committee or an officer.
"Plan" - means the PrinterOn Corporation Stock Option Plan.
WA T _LAW . 3568] 7\ 2
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"Shares" - means the authorized and unissued common shares of the Company.
"Take-over Bid" - means an offer to acquire a majority of the issued and outstanding
shares of the Company made to any person or company or group of persons or companies
or an offer to exchange a majority of such shares for the shares of another company
pursuant to any amalgamation, merger or sim ilar transaction.
ARTICLE 2
2.1 Purpose: The purpose of this P lan is to provide Pai1icipants with an opportunity to
acquire Shares of the Company.
2.2 Administration:
(a) The Plan shall be administered by the Board.
(b) The Board shall have the sole and complete authority (i) to approve the selection
of Participants, (ii) to grant Options in such form as it shall determine, (iii) to
impose such limitations, restrictions and conditions including, but not limited to,
vesting conditions and restrictions, upon such Options as it shall deem
appropriate, (iv) to accelerate the vesting conditions attaching to any Option,
(v) to interpret the Plan and to adopt, amend and rescind admi nistrative guidelines
and other rules and regulations relating to the Plan, and (vi) to make all other
detem1inations and take all other actions necessary or advisable for the
implementation and administration of the Plan. The Board's determinations and
actions within its authority under the Plan shall be conclusive and binding upon
the Company and all other persons
(c) To the extent permitted by law, the Board may from time to time delegate to a
Committee or an officer of the Company all or any of the powers conferred on the
Board under the Plan. In such event, the Committee, or the officer, as the case
may be, shall exercise the delegated powers in the manner and on the terms
authorized by the Board. Any decision made or action taken by the Commi ttee
arising out of or in connection with the administration or interpretation of the Plan
in this context shall be final and conclusive.
23 Interpretation:
(a) Whenever the Board or, where permitted, a Committee or an officer, is to exercise
its discretion in the administration of terms and conditions of this Plan the term
"discretion" shall rnean the "sole and abso lute discretion" of the Board, the
Committee or an officer, as the caise may be.
WAT _LAW 35683 712

.,
- .) -
(b) Whenever an Option may be granted pursuant to the terms and conditions of this
Plan, the Chairman of the Company may make recommendations for the Board's
consideration with respect to the granting of such Options.
2.4 Selection for Participation: Participants shall be selected from those directors, officers,
key employees and service providers of the Cornpany. In approving this selection, the
Board, the Committee or an officer shall consider such factors as it deems relevant
subject to the provisions of the Plan.
2.5 Shares Subject to the Plan:
(a) Subject to adjustment as provided in Sections 4.2 and 4.3 below, the aggregate
number of Shares which may be reserved for issuance under the Plan shall not
exceed 1,735,9 12 Shares.
(b) If any Options terminate, expire or are cancel led as contemplated by the Plan
(with the consent of the Participant and the prior written consent of the Exchange,
where applicable), the number of Options so terminated, expired or cancelled
shall again become available under the Plan.
2.6 Option Aareements: All grants of Options under the Plan shall be evidenced by an
Option Agreement Such Option Agree1nents shall be subject to the applicable provisions
of the Plan and shall clearly set out the Exercise Term in addition to such other
provisions as are required by the Plan or which the Board, the Committee or an officer
may direct. Any proper officer of the Company is authorized and empowered to execute
on behalf of the Company any Option Agreements required to be delivered to the
Participants from ti me to time as designated by the Board, the Committee or an officer.
27 Loans to Participants: If permitted under applicab le law, the Board, of if so delegated to

the Committee or an officer may, in its or his discretion authorize the provision by the
Company to Participants of low interest or interest-free full recourse loans to finance the
purchase of Shares pursuant to Options granted under the Plan. In no case, however,
shall any loan granted to a Participant pursuant to this Section remain outstanding for a
period exceeding 5 years from the date of grant of the Option.
2.8 Non-transferabilitv: Options granted under the Plan may only be exercised by a
Participant personal ly and no assignment or transfer of Options whether voluntary,
involuntary, by operation of law or otherwise, shall vest any interest or right in such
Options whatsoever in any assignee or transferee, but immed iately upon any assignment
or transfer, or any attempt to make the same, such Options shall tenninate and be of no
fu1iher effect. Notwithstanding this Sectiion 2.8, in the event that a Participant who is an
officer, director or employee of the Company dies prior to his or her Options having been
exercised, these Options may, subject to the terms of the Plan, be exercised by the person
or persons to \Vhorn the Participant's rights under the Option pass by will or applicable
law, or if no person has such right, by the Participant's executors or administrators at any
time, or from time to time, but in no event later than the expiration date specified in the
Option.
WAT LA\V 356837\2

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ARTICLE 3
SHARE OPT IONS
3.1 Award of Options: The Board, or if the power to do so has been so delegated, the
Committee or an officer may, from time to time, subject to the provisions of the Plan and
such other terms and conditions as the Board, the Committee or an officer may prescribe,
award Options to any Participant and the Company shall enter into an option agreement
(the "Option Agreement") with each Participant in the form attached hereto as Schedule
B or in any other fonn approved by the Board, the Committee or an officer, as the case
may be.
3.2 Exercise Term:
(a) Subject to any vesting conditions imposed by the Board, the Committee or an
officer in its or his discretion at any time and from time to time, Options granted
to Participants may only be exercisable by the Participant if such conditions to
vesting have been satisfied.
(b) The maximum term during which Options may be exercised shall be determined
by the Board, the Committee or an officer, but in no event shall the Exercise Term
of an Option exceed 10 years frorn the date of its grant.
(c) Subject to Subsections 3.2(a) and 3 .2(b), the provisi ons of the Plan and the Option
Agreement, Options may be exercised by means of giving an Exercise Notice
addressed to the Company
3.3 Exercise Upon Take-Over: If a Take-over Bid is made, then, notwithstanding

Subsections 3.2(a) and 3.2(b) hereof, but subject to the other provisions of the Plan and
subject to any required regulatory approvals, the fo llowing shall apply:
(a) The Company may, in its sole and arbitrary discretion, give its express consent to
the exercise of any Options which are outstanding at the time that such Take-over
Bid was made regardless of whether such Options have vested All vested Options
and all unvested Options in res pect of w hich the Company has so expressly
consented are herein referred to as "Exercisable Options". A ll unvested Options in
respect of which the Company has not so expressly consented are herein referred
to as "Unexercisable Options".
(b) ff the Company has so expressly consented to the exercise of any Options
outstanding at the time that such Take-over Bid was made, the Company shall,
immediately after such consent has been given , give a notice in writing (a "Take-
over Bid Notice") to each Participant then holding unexpired Options (whether
vested or not) advising of the making of the Take-over Bid and such notice shall
provide reasonable particulars of the Take-over Bid Notice and specifying those
Options which are Exercisable Options and those which are U nexercisable
Options and shall specify that the Participant may, at an y time during the period
W/\T I.J\W, 356837\2

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commencing on the date of the Take-over Bid Notice and ending on the date
which is five days following the giving of the Take-over Bid Notice, exercise all
or any portion of any such unexpired Options then held by the Participant. Subject
to the provisions of Subsection 3.J(e), all Unexercisable Options shall be deemed
to have expired and shall be null and void upon the giving of a Take-over Bid
Notice .
(c) If a Participant wishes to exercise any Exercisable Options, such exercise shall be
made in accordance with Subsection 3.2(c) and Section 2 .8 hereof; provided that,
if necessary in order to permit such Participant to participate in the Take-over
Bid, the Options so exercised shal l be deemed to have been exercised and the
issuance of the Shares issuable upon such exercise (such Shares being referred tO
in this Section 3.3 as the "Specified Shares'') shall be deemed to have been issued,
effective as of the first business day immediately prior to the date on which the
Take-over Bid was made.
(d) If, upon the expiry of the applicable Option exercise period specified in paragraph
3 3(ii) above, the Take-over Bid is completed and a Participant did not, prior to
the expiration of such exercise period, exercise the entire or any portion of the
Exercisable Options which such Participant could have exercised in accordance
with the provisions of this Section 3.3, then, as of and froITi the expiry of such
exercise period, the Panicipant shall cease to have any further right to exercise
such Exercisable Option, in who le or in part, and each such Exercisable Option
shall be deemed to have expired and shall be null and void.
(e) If:
(i) the Take-over Bid is not completed, or
(ii) al l of the Spec ified Shares tendered by the Participant pursuant to the
Take-over Bid are not purchased by the offeror in respect thereof:
(A) the Specified Shares or, in the case of clause (ii) above, the ponion
thereof that are not taken up and paid for by such offero r, shall be
returned by the Participant to the Company and either cancelled or
re instated as authorized but unissued Shares, and the terms set
forth in Subsections 3.2(a) and 3.2(b) shall again apply to the
Exercisable Option (or remaining portions thereof, as the case may
be) pursuant to which the Specified Shares were purchased, and
(8) all Unexercisable Options shall be reinstated and terms of

Subsections 3.2(a) and 3.2(b) shall again apply to such Options.
(f) If any Specified Shares are returned to the Company pursuant to Subsection
3.3(e) above, the Company shall refu nd the applicable purchase price (without
interest) to the Participant in respect of such Specified Shares.
Wi\T LAW 3 56837\2

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(g) Jn no event shall the Participant be entitled to sell or otherwise dispose of the
Specified Shares otherwise than pursuant to the Take-over Biel.
3.4 Exercise Price: The Exercise Price of any Option shall be (i) if the Shares are listed and
posted for trading on one Exchange, the closing sale price for board lots of Shares on
such Exchange on the first business day immediately preceding the clay on which the
Exercise Price is to be determined on which at least one board lot was traded, (ii) if the
Shares are listed and posted for trading on more than one Exchange, the greatest of the
closing sale prices for board lots of Shares on sucb Exchanges on the first business day
immediately preceding the day on which the Exercise Price is to be determined on which
at least one board lot was traded, and (iii) if the Shares are not listed and posted for
trading on an Exchange, the Exercise Price shall be determined by the Board, the
Committee or an officer in its or his discretion.
3.5 Pavment of Exercise Price: The Exercise Price shall be fully paid in cash or, if permitted
under applicable laws, loans at the time of exercise. No Shares shall be issued or
transferred until full cash payment has been received therefor. As soon as practicable
after receipt of any Exercise Notice and full payment, the Company sha ll deliver to the
e ligible Participant, a certificate or certificates representing the acquired Shares
3.6 Tennination of Ernplovment for Cause or Removal of a Director: Where a Participant's

employment with the Company is terminated for cause (as such term is defined in law) or
where a Pa1iicipant who is a director of the Company is remov ed as a director prior to the
end of his or her term, each Option granted to that Pa1iicipant that has vested and each
Option granted to that Participant that has not then vested shall, subject to the discretion
of the Board, the Cornrnittee or an officer, immediately terminate.
37 Death: l n the event of the death of a Participant, all Options which have vested may be
exercised by the Participant's estate at any time within 6 months from the date of death ,
or for such longer period of time as the Board, the Committee or an officer may
deterrn ine.
3.8 Termination of Employment for Other than Cause or Death: Where a Participant's
employment with the Cornpany terminates for any reason other than as contemplated in
Sections 3.6 or 3. 7 above, or in the event a Director is not re-elected to the Board of
Directors, each Option granted to that Participant that has not then vested shall, subject to
the discretion of the Board, the Committee or an officer, immediately terminate . ln such
cases, all Options granted to such Participants that have vested may be exercised by the
Participant at any time within 90 days of the elate of termination, or non-re-election, as
the case may be, or for such longer period of time as the Board, the Comm ittee or an
officer may determine. T he terms and conditions to exercise vested options as outlined in
the signed Stock Option P lan - Option Agreement shall still apply.
3 .9 Attornment: N o Shares shall be issued upon the exercise of any Option, unless the
Participant exercising the Option attorns to the shareholders ' agreement then in effect
with respect to the Company, such attornment to be in a form acceptable to the Board.
WAT _T.AW 3 56837\2

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ARTICLE 4
REORGANlZATJON OF THE COMPANY
4.1 General: The existence of any Options shall not affect in any way the right or power of
the Company or its shareholders to make or authorize any adjustment, recapitalization,
reorganization or any other change in th e Company's capital structure or its business, or
any amalgamation, combination, merger or consolidation involving the Company or to
create or issue any bonds, debentures, shares of any class or other securities of the
Company or the rights and conditions attaching thereto or to effect the dissolution or
liquidation of the Company or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of similar character or
otherwise.
4.2 Reorganization of Company's Capital: Should the Company effect a subdivision or

consolidation of shares or any similar capital reorganization or a payment of a stock
dividend (other than a stock dividend which is in lieu of a cash dividend), or should any
other change be made in the capi talization of the Company which, in the opinion of the
Board, the Committee or an officer, would warrant an adjustment to the number of Shares
which may be acquired on the exercise of any outstanding Options and/or an adjustment
to the Exercise Price thereof in order to preserve proportionately the rights and
ob ligations of Participants, such adjustment shall be made as may be equitable and
appropriate to that end . Notwithstanding anything hereinabove, a decision of the Board,
the Conunittee or an officer in respect of any and all matters falli ng within the scope of
this Section or Section 4.3 shall be final and without recourse on the part of any
Participant and his or her heirs or legal representatives.
4.3 Other Events Affecting the Con1pany: In the event of an amalgamation, combination,
merger or other reorganization involving the Company, by exchange of shares of any
class, by sale or lease of assets, or otherwise, which in the opinion of the Board, the
Committee or an officer wanants an adjustment to the number of Shares w hich may be
acquired on the exercise of any outstanding Options and/or an adjustment to the Exercise
Price thereof in order to preserve proportionately the rights and obligations of
Participants, such adjustments shall be made as may be equitable and appropriate to that
end.
4.4 Immediate Exercise of Options: Where the Board, the Comm ittee or an officer
determines that the adjustments provided for in Sections 4 .2 and 4.3 would not preserve
proportionately the rights and obligations of Participants in the circumstances or
otherwise determines that it is appropriate the Board, the Committee or an officer may
permit the immediate exercise of any outstanding Options which are not otherwise
exercisable.
WAT_L A W 356837\2
/JO
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4.5 Issue bv Companv of Additional Shares: Except as expressly provided in this Article 4,
the issue by the Company of shares of any class, or securities convertible into shares of
any class, for money, services or property either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into such s hares or securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of Shares which may be
acquired on the exercise of any outstanding Options or the Exercise Price under such
Options.
ARTICLE 5
MISCELLANEOUS PROVISIONS
5.1 Leual Requirement: The Company shall not be obligated to grant any Options if the
issuance or exercise thereof would constitute a violation by the Participants or the
Company of any provisions of any applicable valid statutory or regulatory enactment.
5.2 Rit!hts of Participant: The Plan shall not give any employee the right to be employed by
the Corporation or to continue to be employed by the Corporation No Participant shall
have any rights as a shareholder of the Company in respect of Shares issuable on the
exercise of rights to acquire Shares under any Option until the allotment and issuance to
the Partic ipant of certificates representing such Shares.
5.3 Amendment or Discontinuance: Subject to receipt of any necessary regulatory approval,

the Board, may, at any time or from time to time, amend, suspend or terminate the Plan
or any provisions thereof in such respects as it, in its discretion, may determine
appropriate provided, however, that no amendment, suspension or termination of the Plan
shall, without the consent of any Participant or the representatives of his or her estate, as
applicable, alter or impair any rights or obligations arising from any Option previously
granted to a Participant under the Plan.
5.4 Indemnification: Every director of the Company shall at all times be indemnified and
saved harmless by the Cornpany from and against all costs, charges and expenses
whatsoever including any income tax liability arising from any such indemnification,
which such director may sustain or incur by reason of any action, suit or proceeding,
proceeded or threatened against the director, otherw ise than by the Company, for or in
respect of any act done or omitted by the director in respect of the Plan, such costs,
charges and expenses to include any amount paid to settle such action, suit or proceeding
or in satisfaction of any judgement rendered therein.
5.5 Effective Date: The Plan is effective as of the date on which it has been approved by the
Board and by the shareho lders of the Company.
5.6 Governing Law: This Plan is created under and shall be governed, constrned and
administered in accordance w ith the laws of the Province of Ontario and the laws of
Canada as applicable therein .
WAT 1.AW, 35683712

SCHED ULE A
STOCK OPTION PLAN SUBSCRIPT ION AGREEMENT
To: The Chairman of Printeron Corporation
Date: - - - - -- -- __ ,- -
Re: The Printeron Corporation Stock Option Plan
J refer to the option granted to me on _ ____ _ __ _ , _ _ , pursuant to The Printeron

Corporation Stock Option Plan wherein I was granted an option to subscribe for and purchase
fully paid and non-assessable common shares in the capital of Printeron Corporation (the
"Company").
In the exerc ise of my rights under the said option, I hereby subscribe for _ _ _ fu lly paid and
non-assessable common shares in the capital of the Company at $ per share in lawful
money of Canada, payment for which in the aggregate amount of $ accompanies this
subscription.
Wi ll you please cause such shares to be certified and registered as follows:
(Insert full name and address of purchaser including postal code)
and forward the relevant certificate or certificates to the registered holder at the address shown
above .
Yours very truly,
(Signature)
(Name of Optionee - Please Print)
(Capacity - complete only if other than

the Participant (e.g. personal legal
representative or trnstee)
\Vi\ T Li\ W , ., 56837\2

'-..-Vl!IJJctHY J.
This is to advise you that you are entitled to part1c1pate in the Plan and have been granted
opt10ns on _ _ _ _ common shares (the "Shares") in the capital of the Company.
1. The option price of the Shares is $ _ __ per share.
2. Your option may be exercised in whole or in part, subject to the vesting rules described
below, at any time or from time to time, up to and including, but not after,
___ _ _ __ _ , __, on which date your option, unless earlier terminated by
reason of your death or ceasing to be a Participant (as defined in the Plan), shall expire:
[inse rt vesting rules]
3. The terms and conditions of the Plan are hereby deemed to be incorporated into and to
fom1 pait hereof and will also include the terms and conditions described below:
[insert terms & conditions!
4. No share certificates representing such Shares shall be delivered until payment for the
Shares has been made in fu ll.
\\iJ\T LAW, 35683 7\2

Exhibit 2
January 4, 2018
Denis Dreni
6400 Trail Blvd.
Naples, Florida 34108
U.S.A.
RE: Termination of Employment with PrinterOn America Corporation (“PrinterOn”)
Dear Denis:
As discussed with you during our meeting today, this letter shall confirm the termination of your
employment with PrinterOn under paragraph 4.1D of the Employment Agreement between
PrinterOn America Corporation and Denis Dreni dated June 22, 2012 (the “Employment
Agreement”). This termination is effective immediately.
As per 4.1 of the Employment Agreement, we are paying you all amounts earned and payable
to you up to today, including accrued vacation pay owed to you and any outstanding
commissions and for all reasonable, pre-approved expenses up to today’s date. We are also
paying you a lump sum payment as provided in paragraph 4.1D. All payments will be less
withholdings as required by law (see attached Appendix A).
PrinterOn will continue all of your group insurance benefits until September 13, 2018.
We wish to remind you that you have certain ongoing obligations including, but not limited to the
fact that you must:
(a) Maintain in the strictest confidence all confidential information about the business and
affairs of PrinterOn. You are not to disclose any confidential information about
PrinterOn’s affairs, including staff members, without PrinterOn’ s prior written consent;
(b) Return to PrinterOn all company property, confidential information in either written or
electronic form and any other information that has been provided to you as an employee
of PrinterOn. This includes but no limited to, lap tops, hard drives, monitors, docking
station, keyboard and mouse, pass-cards, access fob, cell phone, corporate credit card
(if applicable). Included as Appendix C is the equipment list to be returned to PrinterOn,
for which PrinterOn will provide return details;
(c) Otherwise abide by any ongoing terms of the Employment Agreement that you signed;
and
(d) Sign and return without any modification the enclosed Waiver and General Release
(Appendix B) to Denise Williams by January 19, 2018.

We thank you for your contributions to PrinterOn and sincerely wish you all the best in your
future endeavours. Questions can be addressed to me.
Yours very truly,
PrinterOn Inc.
Denise Williams, CHRL

Human Resources Manager
dwilliams@printeron.com
519-896-8485

APPENDIX A
Payout Details
Denis Dreni
Payout Calculation
Payout Calculation Summary
Per Employment Agreement 36 weeks 36 $ 155,769.23
Vacation 3.3 weeks 3.3 $ 14,278.85
Pay to Jan 4, 2018 $ 7,670.45
2017 KPI $ 20,367.22
Commission Dec invoicing $ 2,108.19
Commission on orders not processed $ 5,417.63
Total payout ‐ direct deposit less required withholding $ 205,611.56
Calculations detail
Annual salary $ 225,000.00
Weekly Salary $ 4,326.92
2017 KPI Actual Earned
Target $ 40,000 $ 20,367.22
75% on sales (need 110% to get 100%, otherwise 90%) $ 8,370,000 $ 6,313,837
25% on Profit (need 110% to get 100%, otherwise 90%) $ 478,000 $ ‐
Commissions on orders not processed in Dec rate
Envisionware (2018 billing) $ 75,000 1.50% $ 1,125.00
Envisionware (2018 billing) $ 75,000 1.50% $ 1,125.00
24 Print ‐ app work $ 25,000 4.25% $ 1,062.50
24 Print subscriptions (200 at $198) $ 39,600 4.25% $ 1,683.00
Citibank PS Nov $ 3,863 4.25% $ 164.16
Citibank PS Dec $ 700 4.25% $ 29.75
Nuance ‐ Papuan Oil Search $ 2,400 4.25% $ 102.00
Nuance ‐ County of Alameda $ 3,360 1.50% $ 50.40
QBSI ‐ Alaska Airline Lounge $ 1,784 4.25% $ 75.82
Commissions on orders not processed $ 5,417.63


APPENDIX B - WAIVER AND GENERAL RELEASE, Denis Dreni
This Waiver and General Release (“Release”) is entered between PrinterOn America
Corporation (including its subsidiaries, affiliated companies, predecessors, successors, related
companies and assigns) (the “Company”) and former employee Denis Dreni (“Employee” or
“Dreni”). This Release is entered in connection with Employee’s termination of employment.
The terms of the Release are:
1. Non-Admission of liability. Both Dreni and the Company are entering this Release to
resolve potential disputes, whether known or unknown at this time. This Release is not, and
should not be construed, as an allegation or admission on the part of either Employee or the
Company that either has acted unlawfully or violated any state or federal law or regulation.
2. Payment. Consistent with Paragraph 4.1 D of the Employment Agreement dated June 22,
2012, the Company has paid Dreni one hundred fifty-five thousand, seven hundred sixty-
nine dollars and twenty-three cents ($155,769.23), thirty-six weeks of Dreni’s base salary
(“No-cause Payment”). In connection with the No-cause Payment under Paragraph 4.1D,
Dreni hereby satisfies his obligation under Paragraph 4.3 of the Employment Agreement
concerning a release of claims. The Company has also paid Dreni base salary, outstanding
commissions, 2017 KPI Bonus, and expense reimbursements through date of termination.
3. Tax treatment. Employee understands that any employee taxes that become due as a
result of any payment under this Release are his/her sole responsibility.
4. Release. Employee, for himself or herself, and his or her spouse, heirs, executors,
representatives and assigns, forever releases, discharges, and agrees to hold harmless the
Company and its direct and indirect subsidiaries and affiliated companies and their
respective shareholders, directors, officers, managers, agents, employees, attorneys,
representatives, and assigns whether or not acting in their official capacity (collectively, the
“Released Parties”), from all liability, claims, damages, attorney’s fees, and causes of action
of every kind in connection with matters, facts or events through the effective date of this
Release. This release extends, without limitation, to all claims for or relating to: wrongful
discharge or retaliation; any contract of employment, express or implied; any covenant of
good faith and fair dealing, express or implied; incentive pay, commissions, or bonuses;
vacation; any public policy violation; any tort of any nature; monetary or other personal relief;
all claims for wages for overtime allegedly not paid whether under state or federal law;
discrimination, including harassment, arising under any federal, state, or local statutory or
common law, such as the Title VII of the Civil Rights Act of 1964, as amended, the Americas
With Disabilities Act, as amended, the Age Discrimination in Employment Act (“ADEA”), the
Older Workers Benefit Protection Act, 42 U.S.C. 1981, the Worker Adjustment and
Retraining Notification Act, the Employee Retirement Income Security Act, or any other
federal, state, or local law relating to employment or employment discrimination; early or
phased retirement benefits; and any claims for attorney’s fees and costs. This release
extends to any claims that may be brought on Employee’s behalf by any person or agency
for monetary or other personal relief, as well as any class or representative action under
which Employee may have any rights or benefits. Employee agrees not to accept any
recovery or benefits under any such claim or action, and he/she assigns any such recovery


or benefits to the Company. This Release does not, and shall not be construed as an
attempt to, waive or release any claim or right that cannot lawfully be waived or released by
private agreement between Employee and the Company.
5. No future actions. The parties agree to never to file a lawsuit, demand, action or otherwise
assert any claims that are released by this Release. Nothing in this Release shall be
construed to prohibit Employee from filing a charge or complaint, including a challenge to
the validity of this Release, with the Equal Employment Opportunity Commission (“EEOC”),
National Labor Relations Board (“NLRB”), or any other comparable federal, state or local
agency charged with the investigation and enforcement of any employment laws or
participating in any investigation or proceeding conducted by the EEOC, NLRB or other
comparable federal, state or local agency, although by signing this Release, Employee
agrees and understands that Employee is waiving his/her right to individual relief based on
claims asserted in such a charge or complaint.
6. Full and final settlement. In entering into this Release, the parties intend it to be a full and
final settlement of matters, whether or not disputed at present that could have arisen
between them. The parties understand and expressly agree that this Release extends to all
claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected;
and accordingly Employee waives all rights under Section 1542 of the California Civil Code
and/or any similar statute or law of any other jurisdiction.
Such section reads as follows:
Section 1542: A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with the debtor.
7. New or different information. The parties fully understand that if the facts with respect to this
Release are later found to be different from the facts now believed to be true, Employee and
the Company expressly accept and assume the risk of such possible differences of fact, and
agree that this Release shall be and remain effective notwithstanding such differences. The
parties agree that the consideration set forth above fully compensates them for this risk.
8. References. The Company agrees that if asked for information concerning Dreni’s job
performance, it will provide only (1) dates of service, and (2) last position held.
9. Binding nature of Release; no pending actions. This Release shall be binding upon
Employee and the Company and upon their heirs, administrators, representatives,
executors, successors and assigns. Employee and the Company expressly warrant that
they have not transferred to any person or entity any rights, causes of action or claims
released in this Release and that, unless specified in this Release, they have not
commenced, maintained, prosecuted or participated in any action, suit, charge, grievance,
complaint or proceeding of any kind against the released parties, in any court or before any
administrative or investigative body or agency (including but not limited to the Equal
Employment Opportunity Commission or equivalent state or local agency).
10. Plain meaning; Severability. This Release shall be interpreted in accordance with the plain
meaning of its terms and not strictly for or against either the Company or Employee. Should


any provision of this Release be determined by any court to be wholly or partially invalid or
unenforceable, the validity and enforceability of the remaining provisions shall not be
affected, and the unenforceable or invalid provision shall be deemed not to be a part of this
Release.
11. Entire Agreement. Both Employee and the Company understand and agree that, except for
the Employment Agreement dated June 22, 2012, this Release represents the entire
agreement and understanding between them concerning Employee’s employment with and
termination from the Company, and supersedes and replaces all prior and
contemporaneous agreements and understandings concerning Employee’s relationship with
the Company. The parties shall continue to be bound by any agreements previously
entered relating to intellectual property, trade secrets and confidential or proprietary
information.
12. Amendments; Counterparts. This Release may only be amended in a writing signed by
Employee and the CEO of the Company. This Release may be executed in counterparts or
by facsimile, and each counterpart, facsimile or photocopy shall have the same force and
effect as an original and shall constitute an effective, binding agreement on the part of each
of the undersigned.
EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE PROVISIONS
OF THIS WAIVER AND GENERAL RELEASE, AND HE/SHE VOLUNTARILY AGREES TO IT.
Denis Dreni
Signature: __________________________________
Date: ________________________________________
By: __________________________________________
Title: ________________________________________
Date: ________________________________________

APPENDIX C
Equipment List
Denis Dreni
Equipment list to provide back to PrinterOn
Item Manufacturer Model / Description SN or Service Tag Date Recorded Operating System Office Products Other Sofware
Laptop Dell Studio XPS 15z 6RSKRS1 Jul‐12 Windows 7 Pro Office H&B 2010 Adobe Acrobat X Pro

Visio Standard 2010 WinZip 16.5
Laptop Samsung UltraBook 940X JJ9391F900734Z Oct‐14 Windows 8.1 Pro Office H&B 2013
Laptop HP EliteBook x360 1030 G2 5CG7271QKR Oct‐17 Windows 10 Pro Office H&B 2013 ( prod Key from Samsung 940X )
Hard drive Western Digital My Passport Ultra 1TB WX61E14TM391

USB HD
Scanner NeatDesk Desktop Scanner 400007506589
Phone Samsung Galaxy S8 Silver Kit R28j411DY3R May‐17
Phone Samsung Galaxy S7 Edge 356164070832641 Apr‐16
Phone Samsung Galaxy S6 Edge 359715060925779 Jul‐15

PrinterOn Vs Denis Dreni (UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK)

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Droits d'auteur :

PrinterOn Vs Denis Dreni (UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK)

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Case 1:18-cv-12017-PAE Document 11 Filed 02/18/19 Page 1 of 24

UNITED STATES DISTRICT COURT

DEFENDANT’S ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF’S

Defendant PrinterOn America Corporation (“PrinterOn”), by and through its attorneys,

(“Plaintiff” or “Dreni”), as follows:

Street, Suite 930, Los Angeles, CA 90017.

NATURE OF THE ACTION

it failed to pay Plaintiff commissions to which he was entitled.

JURISDICTION AND VENUE

8. Paragraph 8 is a conclusion of law to which no response is required.

years since its inception.

years since its inception.

Director of Strategic Alliances & Enterprise Accounts.

12. Denied as stated. The applicable Employment Agreement (the “Employment

company towards profitability.”

terms, conditions, or definitions of the referenced Employment Agreement and agreements

attached thereto, those allegations are denied.

inconsistent with, or improperly characterized the provisions, terms, conditions, or definitions of

the referenced Employment Agreement, those allegations are denied.

19. The allegation contained in paragraph 19 of the Complaint constitutes a conclusion

of law to which PrinterOn has no obligation to respond, and therefore it is denied.

not count towards his commission.

Plaintiff’s base salary, his target income, and sales quota.

inconsistent with, or improperly characterized the provisions, terms, conditions, or definitions of

the referenced commission plans, those allegations are denied.

inconsistent with, or improperly characterized the provisions, terms, conditions, or definitions of

the referenced commission plans, those allegations are denied.

inconsistent with, or improperly characterized the provisions, terms, conditions, or definitions of

the referenced commission plans, those allegations are denied.

inconsistent with, or improperly characterized the provisions, terms, conditions, or definitions of

the referenced commission plans, those allegations are denied.

during his employment with PrinterOn.

29. Denied. By way of further response, PrinterOn compensated Plaintiff in

accordance with all applicable compensation plans.

32. Denied. By way of further response, PrinterOn compensated Plaintiff in

accordance with all applicable compensation plans.

to Plaintiff up to January 4, 2018.

FIRST CAUSE OF ACTION

41. PrinterOn incorporates by reference its responses to the allegations contained in

paragraphs 1 through 40 of the Complaint as if set forth at length herein.

42. The allegations contained in paragraph 42 of the Complaint constitute conclusions

SECOND CAUSE OF ACTION

(Violations of Sections 193 and 198 of New York Labor Law)

46. PrinterOn incorporates by reference its responses to the allegations contained in

paragraphs 1 through 45 of the Complaint as if set forth at length herein.

47. The allegations contained in paragraph 47 of the Complaint constitute conclusions

48. The allegations contained in paragraph 48 of the Complaint constitute conclusions

THIRD CAUSE OF ACTION

(Breach of the Implied Covenant of Good Faith and Fair Dealing)

52. PrinterOn incorporates by reference its responses to the allegations contained in

paragraphs 1 through 52 of the Complaint as if set forth at length herein.

For its affirmative defenses to Plaintiff’s Complaint, PrinterOn states as follows:

FIRST AFFIRMATIVE DEFENSE

SECOND AFFIRMATIVE DEFENSE

The Complaint is barred, in whole or in part, by PrinterOn’s satisfaction of its obligations

under the Employment Agreement and other applicable agreements.

THIRD AFFIRMATIVE DEFENSE

hands, accord and satisfaction, and/or equitable estoppel.

FOURTH AFFIRMATIVE DEFENSE

FIFTH AFFIRMATIVE DEFENSE

to perform under the terms of the Employment Agreement.

SIXTH AFFIRMATIVE DEFENSE

The Complaint is barred, in whole or in part, by the Statute of Frauds.

SEVENTH AFFIRMATIVE DEFENSE

Plaintiff’s claims are barred by the applicable statutes of limitations.

EIGHTH AFFIRMATIVE DEFENSE