[LETTERHEAD OF CLARKE AMERICAN]
December 4, 2003
Mr. Steve Reynolds
36 Meadowcreek Drive
Melissa, TX 75454
Dear Steve:
I am pleased to extend this offer of employment to you beginning
January 1, 2004
for the newly created position of Senior Vice President/Chief
Information
Officer with Clarke American reporting to me. In this position you
will have
full responsibility for Information Technology for Clarke American
and DMS and
you will serve as a member of the Key Leadership Team.
Your compensation package will include:
o
Base salary of $10,000.00 bi-weekly or $260,000.00 annualized, and
review
within twelve (12) months of employment each year per Group policy.
o
A one time signing bonus of $125,000.00 (subject to normal
withholdings)
to be paid:
>
$75,000.00 within 30 days of your start date
>
$50,000.00 on July 1, 2004
o
Participation in the 2004 bonus plan with a potential of 60% of
base
salary, based on the Security Printing Sector results. Novar sets
the
targets and percentage each year. ANY BONUS EARNED IN 2004 WILL BE
PRORATED BASED ON YOUR START DATE AND BE A GUARANTEED MINIMUM OF
$80,000.00 GROSS.
o
You will be included in an executive share option plan provided by
Novar
plc. In this plan, you will be eligible to receive Novar plc stock
options
beginning in 2004, at a price set at the date of the grant. These
shares
are publicly traded in pounds sterling on the London Stock
Exchange.
Currently, such stock options vest three (3) years following the
issue
date and are subject to various conditions. IN THE PAST, POSITIONS
EQUIVALENT TO YOURS HAS RECEIVED APPROXIMATELY ONE (1) TIME'S
SALARY IN
GRANTS. This plan is subject to change or cancellation at the
discretion
of the Novar plc Board of Directors.
o
Executive car allowance of $495.00 per month (gross).
o
Country Club initiation fee up to $10,000.00 and dues as approved
by the
President and Chief Executive Officer.
o
Four weeks paid vacation annually along with personal days and
holidays
per company policy. KLT members are strongly encouraged to take two
weeks
consecutively per year.
o
Company Executive Benefits package to include physicals and life
insurance. Participation in 401(k) and Health Care as defined in
the
company policy. In the 401(k) plan the company contributes 4% of
qualified
earnings for participants who contribute a minimum of 3%.
o
BENEFITS ARE TAXED ACCORDING TO THE INTERNAL REVENUE SERVICE AND
NOT
GROSSED-UP FOR TAXES.
SPECIAL CONSIDERATIONS
o
Termination: In the event that your employment with Clarke American
is
terminated by the Company without c