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Exhibit (10)(j)
July 28, 2005
Mr. Greg Geswein
________________
________________
Dear Greg,
As you know from our discussions, we need a highly qualified CFO to
provide
strong leadership to help lead our company. You are that
person.
To that end, I am pleased to offer you the position of Chief
Financial Officer.
Your intelligence, demonstrated record of success, and leadership
abilities will
be a major asset to Reynolds. You will certainly have the
opportunity to make a
substantial and visible contribution to the success of Reynolds and
Reynolds.
The specifics of the offer are outlined as follows:
Base Pay
Your base salary will be $400,000 annually, paid bi-weekly. We will
set a start
date next week, having in mind our mutual desire that you
participate in the
September 15, 2005 Analyst Day, and have the opportunity to get
reasonably
acquainted with our strategies before then.
Incentive Plan
You have two annual incentive plans which, together, target 65% of
your annual
base salary.
Annual
Company Component
Under the Incentive Plan you are eligible for an annual component
based on
performance against financial targets established by the
Compensation Committee.
Your targeted bonus is 55% of your annual salary and you can earn
up to 110% of
salary based upon the company's financial performance. The current
performance
measures are return on capital and sales growth. This bonus is
payable in
November.
Annual
Personal Performance Component
Under the Incentive Plan you are eligible for a personal
performance bonus
designed to reward financial and non-financial goals that are
agreed upon
between you and the CEO. Your targeted bonus is 10% of your annual
salary and
you can earn up to 20% of base salary. The personal performance
bonus is an
annual program based upon your personal contribution to the
company's overall
success. This bonus is payable in November.
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Bonus Guarantee
For the '05 fiscal year you are guaranteed a total bonus under the
Incentive
Plan (including both the company and personal components) of not
less than
$60,000 provided you remain continuously employed through the '05
fiscal year.
For the '06 fiscal year you are guaranteed a total bonus (including
both the
company and personal components) of not less than $200,000 provided
you remain
continuously employed throughout the '06 fiscal year.
Signing Bonus
Within 10 business days of your start date, you will be paid a
signing bonus of
$100,000 less all applicable taxes. If you voluntarily terminate
within 12
months of your start date, this amount must be repaid to
Reynolds.
Stock
The company currently maintains a stock option program which makes
one-time
grants to new hires at the executive level. Options are issued at
the market
price on the day of grant. Options have a seven year life and vest
over a three
year period with 33% of these options becoming exercisable each
year. As a
sign-on bonus, we will grant you 150,000 stock options upon your
start date.
As a sign-on bonus, we will also award you 25,000 restricted shares
on your
start date. The components of the restricted shares are as follows:
12,500 will
have a 3 year time-based restriction and the remaining 12,500 will
have both a 3
year time-based restriction and a performance-based restriction.
The performance
measurement period begins on October 1 of the fiscal year in which
the shares
are awarded and ends on September 30 three years later.
You will also be eligible for annual restricted share awards, as
determined by
the Compensation Committee of the Board of Directors.
Stock Ownership Guidelines
The company has established stock ownership guidelines for
executives. Under the
guidelines, as a reporting officer of Reynolds, you must meet the
annual
ownership requirements in order to receive your full annual stock
option grant.
As CFO, you must own 3 x your base salary within a five year
period. Note that
your unvested restricted shares count towards this requirement.
Relocatio
