CHECKPOINT SYSTEMS INC
MATERIAL CONTRACT - EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex1013q04.txt
<DESCRIPTION>MATERIAL CONTRACT - EMPLOYMENT AGREEMENT
<TEXT>
                              EMPLOYMENT AGREEMENT

                  This is an agreement made as of July 1, 2004  (this
"Agreement") by and between Checkpoint Systems, Inc. ("Company") and Mr. David
Donnan ("Executive").


                              W I T N E S S E T H:


                  WHEREAS, Company desires to employ Executive and Executive
desires to be employed on the terms and conditions set forth below;

                  NOW, THEREFORE, in consideration of the mutual covenants and
the agreements hereinafter set forth, the parties hereto, intending to be
legally bound, hereby covenant and agree as follows:

1. Term of Employment.

                  Company agrees to employ Executive and Executive agrees to be
employed from July 1, 2004 through December 31, 2005 (the "Initial Employment
Period"). The term of employment under this Agreement shall be renewed for
successive one year periods upon the expiration of the Initial Employment Period
(the Initial Employment Period and, if the period of employment is so extended,
such successive periods of employment, are collectively referred to herein as
the "Employment Period"), unless notice of termination of this Agreement is
given by Company at least thirty (30) days prior to the end of the Employment
Period, in which case this Agreement shall terminate at the end of the
Employment Period. This Agreement may be otherwise terminated during the
Employment Period only as provided in Section 5 hereof.

                  The attached employment terms (Attachment A) are incorporated
by reference into this Agreement. In the event of any conflict, the terms in
Attachment A shall take precedence.

2. Compensation.

                           a.       Company shall pay Executive during the
Employment Period a base salary of $ 380,000 per annum (the "Base Salary"), to
be paid in equal installments in accordance with the normal payroll practices of
Company.

                           b. Executive shall be eligible to participate in such
bonus plan(s) of Company as may exist during
the Employment Period (Bonus Plan).  Company shall determine the eligibility of
Executive for a bonus under the Bonus Plan in accordance with its terms. Company
may amend or terminate the Bonus Plan at its sole discretion at any time.

c. Executive shall be eligible at his/her election to participate in Company's
employee benefit plans and to receive all fringe benefits and vacations for
which his/her level and tenure of employment makes him eligible in accordance
with Company's policies.

d. Company shall promptly reimburse Executive for his/her ordinary and necessary
business expenses incurred in the performance of his/her duties hereunder,
consistent with Company's policy and practices.


3. Duties.

                  Executive shall be employed as President, North America (Grade
22) and shall perform such reasonable duties relating to Company's business and
operations as may from time to time be assigned to him/her by Company. Executive
shall devote substantially all of his/her business time to his/her duties
hereunder and shall, to the best of his/her ability, perform such duties in a
manner that will faithfully and diligently further the lawful business and
interests of Company.

4.       Covenant Not to Compete:  Confidentiality

a. Executive covenants and agrees that during the period Executive is employed
by Company, whether pursuant to this Agreement or otherwise (e.g. as an employee
at will), and for a period of Twelve (12) months from the date of termination of
Executive's employment with the Company (whether voluntary or involuntary) (the
"Restricted Period"), Executive shall not compete in the United States or
anywhere in the world with Company by engaging in Company's business directly
for his/her own account or indirectly, as agent, employee, consultant,
representative or otherwise, where such activity is directly competitive with
that of the Company as such business exists on termination date. This
restriction will not apply to any activity that is not directly competitive (ie:
providing consulting, sales or other services where such consulting or sales is
not related to a product or service sold by the Company at the termination date
is not directly competitive).

                           b. Executive further covenants that during the
Restricted Period, Executive shall not contact,
solicit or accept any business (directly or indirectly, as agent, employee,
consultant, representative or otherwise, or as a sole proprietor, partner or
joint venturer, or by having any direct or indirect financial interest,
including, without limitation, the interest of a creditor) from any present
client of Company for whom Executive has provided or assisted Company in
providing services that are directly competitive to those of the Company while
employed by Company.

                           c. Except as required in the course of performing
duties hereunder, by law, or with Company's express
written consent, during the Restricted Period, Executive shall keep secret and
retain in strictest confidence, and shall not disclose to anyone outside Company
or use for the benefit of himself or others, any confidential matters relating
to Company's business and to Company and its affiliates, including, without
limitation, and to the extent confidential, trade "know-how", secrets, Client
Lists (as hereinafter defined), subscription lists, pricing policies,
distribution policies, operational methods, marketing plans or strategies,
product development techniques or plans, business acquisition plans, software
programs, new personnel acquisition plans, technical processes, designs and
design projects, inventions and research projects, investment strategies and
techniques and other business affairs relating to Company's business and to
Company and its affiliates learned by Executive heretofore or hereafter.

                           d. During the Restricted Period, Executive shall not,
directly or indirectly, (i) solicit or
encourage to leave the employment or service of Company, any employee or
consultant of Company, or (ii) hire or retain any employee or consultant who is
employed or retained by, or who, within twelve months of any particular time,
has left the employment or service of Company.

                           e. The term "Past Client" shall mean any person or
entity who within one year prior to the date of
Executive's termination of employment with Company had been a customer or client
of Company or of any entity affiliated with Company.

                           f. The term "Present Client" shall mean any person or
entity who on the date of Executive's
termination of employment with Company is a customer or client of Company or of
any entity affiliated with Company.

                           g. The term "Potential Client" shall mean any person
or entity to whom Company, on its own behalf,
through any of its officers or employees, had within one year prior to the date
of Executive's termination of employment with Company offered (by means of a
formal presentation made in person to the Potential Client) to provide services
as a client or customer.

                           h. The terms "Client" or "Client List" when used
herein shall include all Past, Present and Potential
Clients as heretofore defined.

                           i. Executive recognizes that Company does not have an
adequate remedy at law to protect its rights
under Section 4 of this Agreement. Executive agrees that Company shall have (i)
the right to seek an injunction in any court of competent jurisdiction
permanently enjoining Executive from a violation of Section 4 of this Agreement
during the Restrictive Period (the "Restrictive Covenants"), and (ii) the right
and remedy to require Executive to account for and pay over to Company all
compensation, profits, monies, accruals, increments or other benefits
(collectively, "Benefits") derived or received by Executive as the result of any
transactions constituting a breach of any of the Restrictive Covenants, and
Executive shall account for and pay over such Benefits to Company, and (iii) the
right to recover any losses, liabilities or damages (including interest,
penalties and reasonable attorneys' fees) arising out of or due to a breach of
Section 4 of this Agreement.

                           j. Executive recognizes and agrees in the event of a
violation of the Restrictive Covenants, the
period during which he shall not compete shall be extended for a period equal to
the period during which he engaged in conduct constituting such violation.

                           k. The remedies set forth in this Section shall not
be mutually exclusive and any one or all may be
pursued without the pursuit of one impairing or precluding the pursuit of
another. The parties agree that neither shall, under any circumstances for any
reason whatsoever, challenge the existence or validity of the Restrictive
Covenants or this Agreement for any reason, including, without limitation,
through a claim or action based upon failure of consideration or in an action
for rescission or like legal or equitable claim. Notwithstanding the above, the
parties agree that any dispute, will be submitted to the binding jurisdiction of
the American Arbitration Association, pursuant to the rules of that Association
including the rules on selection of an arbitrator. The results of any such
arbitration will be final and not subject to appeal. Any arbitration will be
done in Chicago, Illinois.

                           l. The Restrictive Covenants in this Agreement shall
inure to the benefit of Company, its affiliated
entities and their respective successors and assigns.

5. Termination of Employment.

a. Executive's employment hereunder shall terminate upon his/her death, and
Company's obligation to pay further compensation hereunder shall cease
immediately, except that Executive's legal representative shall be entitled to
receive Executive's salary for the period up to the last day of the calendar
month in which his/her death occurred including payment for accrued and unused
vacation and accrued and unpaid bonus.

b. Executive may voluntarily terminate this Agreement upon thirty (30) days
notice. In such event, Company's obligation to pay further compensation
hereunder shall cease as of the effective date of Executive's termination
including payment for accrued and unused vacation and accrued and unpaid bonus..

c. Company may terminate this Agreement upon thirty (30) days notice in the
event that Executive becomes unable to perform the essential functions of
his/her position, with or without reasonable accommodation, due to sickness or
disability. In such event, Company's obligation to pay further compensation
hereunder shall cease, except as otherwise required by law or company policy or
benefit plan(s), as of the effective date of Executive's termination including
payment for accrued and unused vacation and accrued and unpaid bonus..

d. Company may terminate this Agreement at any time for "cause". For purposes of
this Agreement, the term "cause" shall mean (i) Executive's willful and
continued insubordination or Executive's failure or refusal to perform his/her
duties hereunder after written notice by Company specifically identifying the
offending conduct; (ii) dishonesty in the performance of his/her duties
hereunder; (iii) Executive's breach of the Restrictive Covenants in Section 4 or
any other provision of this Agreement; (iv) Executive's subjection to a
judgment, decree or final order of a judicial or administrative body of
competent jurisdiction effectively preventing Executive from the substantial
performance of his/her duties hereunder or causing substantial damage to Company
or to its business reputation; and (v) Executive's conviction of a felony or a
crime involving moral turpitude which, in the reasonable judgment of Company,
renders Executive unfit to continue his/her office as herein described or causes
substantial damage to Company or its business reputation. In the event of a
termination for "cause", Company's obligation to pay further compensation
hereunder shall cease as of the effective date of Executive's termination
including payment for accrued and unused vacation and accrued and unpaid bonus.

e. In the absence of "cause" as defined in this Agreement, Company may terminate
this Agreement upon thirty (30) days notice. If Executive is assigned duties
substantially inconsistent with his/her position, duties, responsibilities or
status, or his/her duties are substantially reduced is deemed termination in the
absence of "cause". In such event, Executive shall be entitled to receive the
following:

                                    (i) the Base Salary for a period of
twenty-four (24) months (Severance Payment Period), to be
paid in accordance with the Company's normal payroll practices;

                                    (ii) any payment to which Executive may be
entitled in accordance with the terms of any
applicable Bonus Plan then existing;

                                    (iii) continued participation in Company's
health care insurance plan for the Severance Payment
Period at the same cost charged for employees actively employed by the Company;


f. In the event of a "Change in Control" as defined
herein, Executive may terminate this Agreement
upon thirty (30) days notice if, but only if, one of the following occurs:

                                    (i) Executive is assigned duties
substantially inconsistent with his/her position, duties,
responsibilities or status, or his/her  duties are substantially reduced; or

                                    (ii) Executive's principal office is
relocated more than thirty (30) miles; or

                                    (iii) Executive's Base Salary is reduced.

g. If Executive is terminated or properly terminates this Agreement pursuant to
Subsection 5.f above, Executive shall be entitled to receive the following:

                                    (i)     the Base Salary  for  a period equal
to 1 1/2 times the Severance Payment Period, to be paid in accordance with the
Company's normal payroll practices;

                                    (ii) any payment to which Executive may be
entitled in accordance with the terms of any
applicable Bonus Plan then existing;

                                    (iii) continued participation in Company's
health care insurance plan for a period equal to 1
1/2 times the Severance Payment Period at the same cost charged for employees
actively employed by the Company;


h."Change in Control" of Company shall be deemed to have occurred if (i) any
person or entity or group acting in concert (an "Acquirer") acquires from
the shareholders of Company (whether through a merger, a consolidation, or
otherwise) and possesses, directly or indirectly, the power to elect or appoint
or approve the appointment of a majority of the Board of Directors and does, in
fact, elect or appoint or approve the appointment of the majority of the

i. Board; or (ii) such Acquirer obtains the right or power to elect a substitute
or replacement Board, and does, in fact, exercise such right; or (iii) the
shareholders of Company approve an agreement for the sale or disposition by
Company of substantially all of Company's assets to an Acquirer.


6. Notice of Termination at the End of Employment Period.

                           a. If Executive gives notice of termination at the
end of the Employment Period pursuant to Section
1 of this Agreement, he shall have no further right to compensation or benefits,
except that he shall be paid his/her Base Salary through his/her last day of
employment including payment for accrued and unused vacation and accrued and
unpaid bonus..

                           b.       If Company gives notice of termination at
the end of the Employment Period  pursuant to Section 1
of this Agreement, Executive shall be entitled to receive the same compensation
and benefits as specified in 5. (e) (i)-(iii) above.


7. All Business To Be the Property of Employer:
   Assignment of Intellectual Property

                           a. Executive hereby grants to Company (without any
separate remuneration or compensation other than
that received by Executive from time to time in the course of his/her
employment) Executive's entire right, title and interest throughout the world in
and to all research, information, Client Lists and all technical and research
data (herein sometimes called "Intellectual Property") made, conceived,
developed and/or acquired by Executive solely or jointly with others during the
period of his/her employment by Company.

                           b. All business of Company developed by Executive
including, without limitation, fees, commissions,
compensation, records, Clients Lists, agreements, memoranda, notes, lists,
records and other documents (and all copies thereof) made or compiled by
Executive or made available to Executive concerning Company's business or
Company are and shall be the exclusive property of Company for its sole use and
shall be delivered to Company promptly upon the termination of Executive's
employment with Company or at any other time upon request.

4. Consultation on legal proceedings.

                  Executive covenants and agrees that during the period
Executive is employed by Company, and during The Restricted Period, Executive
shall cooperate with Company in any legal or quasi-legal matter, such as
governmental or private legal actions or litigation, investigations, or other
proceedings. Company will reimburse Employee for any pre-approved costs and
expenses in connection with such cooperation.

5. Notices.

                  All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, at the following addresses or to such other
address as either party may designate by like notice:




                                            A. If to Executive, to:

                                                     David C Donnan
                                                     517 Central Ave.
                                                     Wilmette, IL 60091


                                            B. If to Company to:

                                                     Checkpoint Systems, Inc.
                                                     101 Wolf Drive
                                                     Thorofare, NJ 08086
                                                     Attention:  Chairman of the
                                                     Board of Directors

9. Assignability.

                  This Agreement shall be assignable by Company and shall be
binding upon and inure to the benefit of Company and its successors and assigns
(by purchase of substantially all of the assets, by merger or otherwise). This
Agreement shall not be assignable by Executive, but it shall be binding upon,
and to the extent provided in Section 5, shall inure to the benefit of
Executive's heirs, executors, administrators and legal representatives.

10. Entire Agreement.

                  This Agreement contains the entire agreement between Company
and Executive with respect to the subject matter hereof.

11. Waivers, Amendments and Further Agreements.

                  Neither this Agreement nor any term or condition hereof,
including, without limitation, the terms and conditions of this Section 11, may
be waived, modified or amended in whole or in part as against Company or
Executive except by written instrument executed by each of the parties expressly
stating that it is intended to operate as a waiver, modification or amendment of
this Agreement or the applicable term or condition hereof, it being understood
that any action on behalf of Company under this Section 11 may be taken only
with the consent of the Board of Directors of Company. Each of the parties
hereto agrees to execute all such further instruments and documents and to take
all such further action as the other party may reasonably require in order to
effectuate the terms and purposes of this Agreement.

12. Severability.

                  It is understood and agreed by the parties hereto that the
provisions contained in this Agreement are independent of and severable from
each other and the invalidity of any section or any portion thereof shall not
affect the validity or hinder the enforceability of the remaining provisions of
this Agreement. The parties expressly agree and declare that the time
limitations and restrictions set forth in Section 4 hereof are reasonable and
necessary in view of Company's business, are properly required for the adequate
protection of Company's business and that in the event such time limitation is
deemed to be unreasonable by the final decision of a court of competent
jurisdiction, Company and Executive agree to submit to such revision or
modification thereof as said court shall deem reasonable.



13. No Conflicting Obligations.

                  Executive represents and warrants to Company that he is not
now under any obligation to any person, firm or corporation, other than Company,
and has no other interest which is inconsistent or in conflict with this
Agreement, or which would prevent, limit or impair, in any way, his/her
performance of any of the covenants or duties hereinabove set forth.

14. Survival.


                  The covenants and agreements, including without limitation the
Restrictive Covenants in Section 4 hereof and the representations and warranties
contained in or made pursuant to this Agreement shall survive the expiration of
this Agreement and the termination of Executive's employment hereunder.


<PAGE>



15. Governing Law.

                  This Agreement shall be governed by and construed and enforced
in accordance with the law of the State of New Jersey.

IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date first above written.


                     Checkpoint Systems, Inc.


                     By: __________________________________
                         Name: George Off
                         Title: Chairman & Chief Executive Officer


                     EXECUTIVE:


                         ----------------------------------
                         David  Donnan



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