Employment Agreement between Banta Corporation and Michael B. Allen (President, Print Sector)
This agreement outlines the terms of employment for Michael B. Allen as President of the Print Sector at Banta Corporation, starting January 5, 2004. Mr. Allen will receive a $350,000 annual salary, participate in bonus and long-term incentive plans, and receive stock options. He is also eligible for a severance package and benefits including health insurance, pension plans, and a company car. The offer is contingent on a successful reference check and physical. Either party may terminate employment before a change of control, with severance provided under certain conditions.
December 18, 2003
Mr. Michael B. Allen
433 South Lincoln Street
Hinsdale, IL 60521
Dear Mike:
I am so excited!!
The purpose of this letter is to set forth the terms of your employment with Banta Corporation as President of the Print Sector. As we discussed, your first day of employment will be January 5, 2004. This offer is contingent upon your successful completion of a reference check and an employment-related physical including drug screen.
Your base salary will be $350,000 per year, with a next annual merit review in January 2005. You will participate in Banta’ Economic Profit Incentive Award Plan, and be eligible for a target bonus of 50% of your base salary, subject to Banta’s financial results. You will also participate in Banta’s Economic Profit Long-Term Incentive Award Plan and be eligible for an annual target bonus of 25% of your base salary, payable over a three-year period.
Upon joining Banta, you will be granted a non-statutory option to purchase 30,000 shares of Banta common stock under Banta’s 1995 Equity Incentive Plan. This exercise price for the option will be Banta’s closing price on the business day before your first day of employment. You will be eligible to participate in future option grants to executives as determined by Banta’s Compensation Committee.
To provide you security in the event of a “change of control”, you will be offered a three (3) year Key Executive Employment and Severance Agreement (KEESA). It is understood that prior to any “change in control”, as defined in the KEESA, either you or Banta may terminate your employment at any time. However, in the event that Banta
Letter to Mr. Michael B. Allen
December 18, 2003
Page Two
should terminate your employment other than by reason of disability or for “cause” (as defined in the KEESA) prior to a change in control, you will be entitled to a severance payment equal to one (1) year salary and Banta will continue to provide health insurance for one (1) year.
In addition to the above, you will be entitled to participate in Banta’s Pension Plan, Supplemental Pension Plan (SERP), Incentive Savings Plan, and Deferred Compensation Plans, as well as the medical, dental, disability, and life insurance programs of the Corporation. You will be entitled to a company car (level 4), four weeks vacation, and financial counseling, some portion of which will be taxable income to you under present laws.
Mike, I can’t tell you how excited and enthusiastic I am about your joining Banta as our new President of the Print Sector. This is a particularly exciting time for our company. I know you will make a terrific business and strategic partner for me, will be a wonderful addition to our team, and will contribute significantly to shaping Banta’s future growth and success.
I look forward to your positive response.
Best regards,
/s/ Stephanie A. Streeter
Stephanie A. Streeter
President and Chief Executive Officer
SAS/als
Enclosure
The forgoing is agreed to this _______ day of ____________, 2003.
/s/ Michael B. Allen
Michael B. Allen
