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EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 16, 2007, between
Clarke American Corp., a Delaware corporation (‘‘
CAC ’’ or the ‘‘ Company
’’), and Daniel Singleton (the ‘‘
Executive ’’).
WHEREAS, on January 23, 2006, CAC (a wholly owned subsidiary of
M&F Worldwide Corp. (‘‘ Parent
’’)) and the Executive entered into an Employment
Agreement (the ‘‘ Original Employment Agreement
’’) pursuant to which the Executive agreed to serve as
Senior Vice President, Partnership Development (Sales), effective
as of the date thereof (the ‘‘ Original Effective
Date ’’); and
WHEREAS, the Company and the Executive wish to modify the terms
of employment set forth in the Original Employment Agreement
effective as of the Effective Date (as hereinafter defined).
Accordingly, the Company and the Executive hereby agree as
follows:
1. Employment, Duties and
Acceptance .
1.1 Employment, Duties
. The Company hereby employs the Executive
for the Term (as defined in Section 2.1), to render exclusive
and full-time services to the Company as Senior Vice President,
Partnership Development (Sales) or in such other executive position
as may be mutually agreed upon by the Company and the Executive,
and to perform such other duties consistent with such position as
may be assigned to the Executive by the Chief Executive Officer of
the Company.
1.2 Acceptance
. The Executive hereby accepts such
employment and agrees to render the services described above.
During the Term, the Executive agrees to serve the Company
faithfully and to the best of the Executive’s ability, to
devote the Executive’s entire business time, energy and skill
to such employment, and to use the Executive’s best efforts,
skill and ability to promote the Company’s interests. The
Executive further agrees to accept election, and to serve during
all or any part of the Term, as an officer or director of the
Company and of any subsidiary or affiliate of the Company, without
any compensation therefor other than that specified in this
Agreement, if elected to any such position by the shareholders or
by the Board of Directors (the ‘‘ Board
’’) or of any subsidiary or affiliate, as the case may
be.
1.3 Location
. The duties to be performed by the
Executive hereunder shall be performed primarily at the offices of
the Company in San Antonio, Texas, subject to reasonable travel
requirements on behalf of the Company.
2. Term of Employment; Certain
Post-Term Benefits .
2.1 The Term
. This Agreement and the term of the
Executive’s employment under this Agreement (the
‘‘ Term ’’) shall become effective
as of January 1, 2007 (the ‘‘ Effective Date
’’) and will continue for a period of one year (the
final date of the one year period being referred to herein as the
‘‘ Termination Date ’’), subject to
earlier termination pursuant to Section 4.
2.2 End-of-Term Provisions
. Prior to the end of the Term, the Company
and the Executive shall meet to discuss whether the Term should be
extended. The Company shall have the right at any time, however, to
give written notice of non-renewal of the Term.
2.3 Non-renewal of Term
. The Term shall end earlier than the
Termination Date provided in Section 2.1 or any extended
termination date provided in Section 2.2, in either case if
sooner terminated pursuant to Section 4. Non-extension of the
Term shall not be deemed to be a termination of this Agreement by
the Company, and the Executive shall not be entitled to receive
severance benefits or any other payment pursuant to this
Agreement.
3. Compensation; Benefits .
3.1 Salary
. As compensation for all services to be
rendered pursuant to this Agreement, the Company agrees to pay the
Executive a base salary, payable in accordance with the
Company’s normal payroll practices, at the annual rate of not
less than $330,000 less such deductions or amounts to be withheld
as required by applicable law and regulations (the ‘‘
Base Salary ’’). In the event that the Company,
in its sole discretion, from time to time determines to
1
increase the Base Salary, such increased amount
shall, from and after the effective date of the increase,
constitute ‘‘Base Salary’’ for purposes of
this Agreement; provided, that, prior to January 1, 2007, the
Base Salary shall be at the same rate as in effect pursuant to the
Original Employment Agreement.
3.2 Incentive Compensation .
3.2.1 Annual Bonus
. For fiscal year 2006, the
Executive’s bonus, if any, shall be determined by the Board
in its sole discretion in accordance with the Company bonus plan in
which the Executive participates in effect on the date hereof and
the terms of the Original Employment Agreement. Commencing with the
2007 fiscal year, the Executive will be eligible to receive a bonus
with respect to 2007 and each later fiscal year ending during the
Term computed in accordance with the provisions hereafter. If, with
respect to any such fiscal year, the Company achieves
‘‘Consolidated EBITDA’’ (as defined below)
of at least the percentage set forth in the table below of its
business plan for such fiscal year, such bonus shall be the
percentage set forth in the table below of Base Salary with respect
to the fiscal year for which the bonus (any such bonus, an
‘‘ Annual Bonus ’’) was earned:
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