Exhibit 10.3
John H. Harland Company
2939 Miller Road
Decatur, Georgia 30035
April 21, 2005
PERSONAL & CONFIDENTIAL
VIA HAND DELIVERY
Mr. Timothy C. Tuff
3406 Valley Circle
Atlanta, Georgia 30305
Dear Tim:
On behalf of the Board of Directors, I am delighted to offer
you
continued employment as Chairman, Chief
Executive Officer and Director of the
John H. Harland Company (the "Company") on
the following terms and conditions.
Term
Subject to the terms and conditions set forth in this letter, upon
your
acceptance of the offer described in this
letter, the Company agrees to employ
you, and you agree to be employed by the
Company, for a term of five years,
beginning as of January 1, 2005 and ending
December 31, 2009; provided, however,
that nothing in this letter or in any
Exhibit hereto shall affect your right or
the right of the Company to terminate your
employment with the Company at any
time in accordance with the Noncompete and
Termination Agreement attached hereto
as Exhibit 1 (the "Noncompete
Agreement").
Salary
An annual base salary of $750,000 will be payable to you
effective
January 1, 2005. Such salary will be paid
in accordance with the Company's
normal payroll practices for executive
officers and will be reflected in the
first payroll that occurs after you sign
this letter agreement. Additionally,
the Company will pay you a lump sum make-up
payment at the same time as your
salary increase is reflected in the payroll
equal to the difference between the
salary you are due under this letter
agreement for the period from January 1,
2005 through the date this letter agreement
is signed by you and the salary that
you actually were paid during that period.
All payments will be reduced by
applicable withholdings. The Governance
Committee of the Board of Directors of
the Company (the "Committee") will review
your base salary annually in light of
the competitiveness of your then-current
salary in the marketplace for similarly
situated companies, your performance and
other factors all as determined by the
Committee. This review will occur in
conjunction with the Committee's review of
compensation paid to the Company's other
executive employees. Based upon the
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Committee's review, your salary may be
increased, for the year in which the
review occurs, but shall not be decreased
except and to the extent (a) you
consent in writing to such reduction, or
(b) the Company can demonstrate by
clear and convincing evidence that such
reduction was based on your failure to
reasonably perform your duties and
responsibilities under the circumstances and,
further, that such reduction was made only
after the Company had provided you
with written notice of such failure and a
reasonable period of time to correct
such failure. You will not receive any
additional compensation for your service
as a director of the Company.
Senior Management Incentive Bonus Plan
You will be covered under the Company's Senior Management
Incentive
Plan, a copy of which is attached as
Exhibit 2, subject to approval of such plan
by our shareholders at our 2005 annual
meeting of shareholders. For each year
during the term of this letter agreement
(including the calendar year 2005, your
target bonus opportunity will be 80% of
your base salary (for the year to which
the bonus relates) with a maximum bonus of
160% of such base salary. The
criteria for the 2005 bonus was established
by the Committee during the first
quarter of this year. For each subsequent
year, the Committee will review your
bonus, and as a result of any such review,
the criteria for the bonus may be
changed as deemed appropriate by the
Committee.
Stoc
