(c) During the term of this Agreement, Executive will devote all of his employment time andattention to the affairs of ARC and use his best efforts to promote the business and interests ofARC. Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times inthe best interests of ARC, and not to do any act which would injure the business, interests, orreputation of ARC or any of its subsidiaries or affiliates.**2.****Term**The term of this Agreement and of Executive’s employment hereunder shall commence on theEffective Date hereof and continue until the third (3rd) anniversary of the Effective Date unlessotherwise terminated in accordance with the provisions hereof; provided, however, that thisAgreement will automatically be extended on a year-to-year basis on the terms and conditions setforth herein, including the bonus provisions of Section 3(b), unless either party gives writtennotice to the other at least one hundred twenty (120) days prior to the expiration of the term ofthis Agreement, which includes any extensions, that this Agreement shall terminate at the end ofsuch term, or extension thereof.**3.****Direct Compensation**In consideration of the services to be provided by Executive, Executive shall receivecompensation, less all applicable taxes, social security payments and other items that ARC isrequired by law to withhold or deduct therefrom, as follows:(a) **Base Salary****.**Executive’s annual Base Salary shall be $300,000, paid ininstallments in accordance with ARC’s customary payroll procedures.
 
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(b) **Incentive Bonus****.**During the term of this Agreement, Executive shall be eligibleto receive an annual Incentive Bonus (“Incentive Bonus”) in an amount not exceedingeighty percent (80%) of Executive’s Base Salary per year under performance criteria to beestablished by ARC’s CEO in consultation with Executive and approved by the Compensation Committeeof ARC’s Board of Directors. The value of the Incentive Bonus shall be paid in cash no later thanthe 60th day after the close of each fiscal year.(c) **Additional Bonuses****.**ARC may from time to time, in its absolute discretion,establish additional bonus programs for Executive.**4.****General Benefits**During the term of this Agreement, Executive shall be entitled to other benefits provided byARC to its senior executives from time to time, including but not limited to, 401(k) and otherretirement plans, deferred compensation, paid holidays, sick leave and other similar benefits.Executive shall be entitled to four (4) weeks paid vacation each calendar year accrued and vestedin accordance with ARC’s vacation policy applicable to senior management.**5.****Stock Plans**Executive shall be granted a one-time grant of 30,000 restricted shares of ARC common stock,to be approved by the Compensation Committee of ARC’s Board of Directors. The restricted shares ofARC common stock shall vest in equal installments of twenty-five percent (25%) on each of the firstfour anniversaries of the date of grant, subject to Executive’s continued employment with ARC oneach vesting date. In addition, in the sole discretion of the Board of Directors of ARC,Executive shall be eligible to participate in stock option, stock purchase, stock bonus and similarplans of ARC established from time to time by ARC.**6.****Group Insurance or Benefit Plans**During the term of this Agreement, Executive shall be automatically covered by ARC groupinsurance programs (including any self-insured programs sponsored by ARC), including medical,dental, vision, disability, and life, if any. Executive’s spouse and childrenwho are eligible for coverage may join the insurance programs, subject to ARC’s policies andapplicable laws. The premiums for all insurance programs for Executive and Executive’s spouse andeligible children shall be paid by ARC.
 
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**7.****Reimbursement of Business Related Expenses**Executive shall be entitled to receive prompt reimbursement for reasonable expenses incurredby him in performing services hereunder during the term of this Agreement in accordance with thepolicies and procedures then in effect and established by ARC for its employees. Executive shallalso be entitled to reimbursement of Executive membership dues and related ongoing costs ofappropriate professional organizations which are approved by ARC’s CEO.**8.****Obligations and Restrictive Covenants**.(a) **Obligations****.**During the term of this Agreement, Executive shall not engage in anyother employment, occupation or consulting activity for any direct or indirect remuneration. Thisobligation shall not preclude Executive from: (i) serving in any volunteer capacity with anyprofessional, community, industry, civic, educational or charitable organization; (ii) serving as amember of corporate boards of directors, provided that ARC’s CEO has given written consent, andthese activities or services do not materially interfere or conflict with Executive’sresponsibilities or ability to perform his duties under this Agreement; or (iii) engaging inpersonal investment activities for himself and his family which do not interfere with theperformance of his duties and obligations hereunder.
 
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(b) **Non-Competition; Non-Solicitation****.**The Parties hereto recognize that Executive’sservices are unique and the restrictive covenants set forth in this Section 8 are essential toprotect the business (including trade secret and other confidential information disclosed by ARCto, learned by, or developed by, Executive during the course of employmentby ARC) and the goodwill of ARC. For purposes of this Section 8, all references to “ARC”shall include ARC’s predecessors, subsidiaries and affiliates. As part of the consideration forthe compensation and benefits to be paid to Executive hereunder, during the term of this AgreementExecutive shall not:(i) Engage in any business similar or related to or competitive with the business conducted byARC described from time to time in ARC’s Annual Report on Form 10-K to its shareholders and Boardof Directors (the “Core Business of ARC”);(ii) Render advice or services to, or otherwise assist, any other person, association,corporation, or other entity that is engaged, directly or indirectly, in any business similar orrelated to, or competitive with, the Core Business of ARC;(iii) Transact any business in any manner with or pertaining to suppliers or customers of ARCwhich, in any manner, would have, or is likely to have, an adverse effect upon the Core Business ofARC; or(iv) Induce any employee of ARC to terminate his or her employment with ARC, or hire or assistin the hiring of any such employee by any person or entity not affiliated with ARC.For purposes of this Agreement, “affiliate” shall mean any entity which owns or controls, is ownedor controlled by, or is under common ownership or control, with ARC.**9.****Confidentiality**Executive acknowledges that it is the policy of ARC to maintain as secret and confidential allvaluable and unique information heretofore or hereafter acquired, developed or used by ARC relatingto the business, operations, employees and customers of ARC, which information gives ARC acompetitive advantage in the industry, and which information includes technical knowledge, know-howor trade secrets and information concerning operations, sales,personnel, suppliers, customers, costs, profits, markets, pricing policies, and otherconfidential information and materials (the “Confidential Information”).
 
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(a) **Non-Disclosure****.**Executive recognizes that the services to be performed byExecutive are special and unique, and that by reason of his duties he will be given, acquire orlearn Confidential Information. Executive recognizes that all such Confidential Information is thesole and exclusive property of ARC. Executive shall not, either during or after his employment byARC, disclose the Confidential Information to anyone outside ARC or use the ConfidentialInformation for any purpose whatsoever, other than for the performance of his duties hereunder,except as authorized by ARC in connection with performance of such duties.(b) **Return of Confidential Information****.**Executive shall deliver promptly upontermination of employment with ARC, or at any time requested by ARC, all memos, notes, records,reports, manuals, drawings, and any other documents, whether in electronic form or otherwise,containing any Confidential Information, including without limitation all copies of such materialsin any format which Executive may then possess or have under his control.(c) **Ownership of Inventions; Assignment of Rights****.**Executive agrees that allinformation, inventions, intellectual property, trade secrets, copyrights, trademarks, content,know-how, documents, reports, plans, proposals, marketing and sales plans, client lists, clientfiles and materials made by him or by ARC (the “Work Product”) are the property of ARC and shallnot be used by him in any way adverse to the interests of ARC. Executive assigns to ARC any andall rights of every nature which Executive may have in any such Work Product; provided, however,that such assignment does not apply to any right which qualifies fully under California Labor CodeSection 2870. This section shall survive any termination of this Agreement and the employmentrelationship between Executive and ARC. Executive shall not deliver, reproduce or in any way allowsuch documents or things to be delivered or used by anythird party without specific direction or consent of the Board of Directors. Likewise,Executive shall not disclose to ARC, use in ARC’s business, or cause ARC to use, any information ormaterial that is a trade secret of others.
 
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(d) **Predecessors, Subsidiaries and Affiliates**. For purposes of this Section 9,references to ARC include its predecessors, subsidiaries and affiliates.**10.****Termination**.Notwithstanding any other term or provision contained in this Agreement, this Agreement andthe employment hereunder will terminate prior to the expiration of the term of this Agreement underthe following circumstances:(a) **Death****.**Upon Executive’s death.(b) **Disability****.**Upon Executive becoming “Permanently Disabled”, which, for purposesof this Agreement, shall mean Executive’s incapacity due to physical or mental illness or cause,which, in the written opinion of Executive’s regular licensed physician, results in the Executivebeing unable to perform his duties on a full-time basis for six (6) months during a period oftwelve (12) months.(c) **Termination by ARC for Cause****.**Upon written notice to Executive, ARC may terminatethis Agreement for “Cause,” which, for purposes of this Agreement, shall mean termination by ARC inits reasonable discretion because of Executive’s:(i) willful refusal without proper cause to perform (other than by reason of physical ormental disability or death) the duties set forth in this Agreement or delegated from time to timein writing by the Board of Directors or ARC’s CEO, which remains uncorrected for thirty (30) daysfollowing written notice to Executive by ARC’s CEO; or
 
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(ii) gross negligence, self dealing or willful misconduct of Executive in connection with theperformance of his duties hereunder, including, without limitation,misappropriation of funds or property of ARC or its affiliates, securing or attempting tosecure personally any profit in connection with any transaction entered into on behalf of ARC orits affiliates, or any willful act or gross negligence having the effect of injuring thereputation, business or business relationships of ARC or its affiliates; or(iii) fraud, dishonesty or misappropriation of ARC business and assets that harms the businessof ARC or its affiliates; or(iv) habitual insobriety, abuse of alcohol, abuse of prescription drugs, or use of illegaldrugs; or(v) engaging in any criminal activity involving moral turpitude; or(vi) indictment or being held for trial in connection with a misdemeanor involving moralturpitude or any felony; or(vii) conviction of a felony or entry into a guilty plea that negatively reflects onExecutive’s fitness to perform the duties or harms the reputation or business or ARC or itsaffiliates; or(viii) any material breach of any covenants under this Agreement or other material policy ofARC, other than under clauses (i) through (vii) of this Section 10(c), which remains uncorrectedfor thirty (30) days following written notice to Executive by ARC’s CEO.(d) **Termination by ARC without Cause****.**Upon written notice to Executive, ARC mayterminate this Agreement at any time without any Cause or reason whatsoever.
 
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(e) **Termination by Executive with Good Reason****.**Upon written notice to ARC of any ofthe following “Good Reasons,” and the failure of ARC to correct the reduction,change or breach within thirty (30) days after receipt of such notice, Executive may terminatethis Agreement after the occurrence of:(i) a material change by ARC in the nature of Executive’s title, duties, authorities andresponsibilities set forth in this Agreement without Executive’s express consent; or(ii) a reduction in Executive’s compensation as established under this Agreement, other thanas expressly permitted in this Agreement, without Executive’s express consent; or(iii) a change in the officers (other than a change in the persons who occupy such positions)to whom Executive reports without Executive’s express consent; or(iv) a material breach by ARC of any material sections of this Agreement, other than as setforth in clauses (i) through (iii) of this Section 10(e); or(v) a Change of Control, as defined in Section 10(g), as a result of which Executive is notoffered the same or comparable position in the surviving company, or is offered such position butwithin twelve (12) months after Executive accepts such position, Executive’s employment isterminated either without Cause or for a Good Reason described in subsections (i), (ii), (iii) ofthis Section 10(e) or in subsection (iv) as to the employment agreement then applicable toExecutive.(f) **Termination by Executive without Good Reason****.**Upon forty-five (45) days priorwritten notice to ARC, Executive may terminate this Agreement and resign from Executive’semployment hereunder without any Good Reason.
 
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(g) **Change of Control**.(i) For purposes of this Agreement, “Change of Control” shall mean:(A) ARC merges or consolidates with any other corporation (other than one of ARC’saffiliates), as a result of which ARC is not the surviving company, or the shares of ARC votingstock outstanding immediately after such transaction do not constitute, become exchanged for orconverted into, more than fifty percent (50%) of the Voting Shares of the merged or consolidatedcompany (as defined below);(B) ARC sells or otherwise transfers or disposes of all or substantially all of its assets;(C) Any third person or entity shall become the Beneficial Owner, as defined by Rule 13(d)-3under the Securities Exchange Act of 1934, in one transaction or a series of related transactionswithin any twelve (12) month period, of at least fifty percent (50%) of the Voting Shares of ARC’sthen outstanding voting securities.(ii) For purposes of this Agreement, “Voting Shares” shall mean the combined voting securitiesentitled to vote in the election of directors of a corporation, including ARC, or the merged,consolidated or surviving company, if other than ARC.(h) **Expiration**. For purposes of this Agreement, the expiration of this Agreement atthe end of its term, including any extensions, does not constitute a termination.**11.****Severance Benefits**(a) **Basic Benefits**. Upon expiration or termination of this Agreement for any reason,and subject to the provisions of Section 11(e), Executive will be entitled to: (i) payment for allBase Salary and unused vacation accrued and prorated, but unpaid, provided that such payment willbe made no later than 30 days after the effective date of termination, (ii) payment, when due, ofany earned but unpaid Incentive Bonus for the preceding fiscal year, (iii) any unreimbursedbusiness expenses authorized by this Agreement, provided that such reimbursement will be paid toExecutive no later than 30 days after the effective date oftermination, (iv) continuation of any benefits under Section 6 as required by applicable law(e.g., COBRA), and (v) such rights as then exist with respect to then vested stock options,restricted stock or other rights under similar plans.
 
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(b) **Termination by ARC for Cause or by Executive without Good Reason****.**If thisAgreement and Executive’s employment hereunder is terminated by ARC for Cause pursuant to Section10(c), or by Executive without Good Reason pursuant to Section 10(f), Executive shall not beentitled to any additional payments or benefits hereunder.(c) **Termination by ARC without Cause; Termination by Executive with Good Reason****.**Ifthis Agreement and Executive’s employment hereunder is terminated by ARC without Cause pursuant toSection 10(d), or by Executive for Good Reason as defined in Section 10(e), subject to Executive’scompliance with the provisions of Section 14 below, Executive shall receive the followingadditional payments or benefits:(i) Executive’s Base Salary for twelve (12) months following the effective date of suchtermination, paid as and when due as if this Agreement had not been terminated;(ii) Continuation of coverage and premium payments by ARC under ARC’s group insurance programsfor Executive and his eligible family members under Section 6 for the period during which BaseSalary is paid under Section 11(c)(i) above;(iii) In the event such termination occurs less than twelve (12) months following Executive’scommencement of employment hereunder, all unvested stock options, restricted stock or similarrights granted to Executive that would have vested as of the first anniversary of Executive’semployment shall accelerate and become vested and exercisable immediately as of the effective dateof termination;
 
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(iv) In the event such termination occurs more than twelve (12) months following Executive’scommencement of employment hereunder, all unvested stock options, restricted stock or similarrights granted to Executive shall accelerate and become vested and exercisable immediately as ofthe effective date of termination.(d) **Termination because of Death or Disability of Executive****.**If this Agreement andExecutive’s employment hereunder is terminated under Sections 10(a) or (b) by reason of Executive’sdeath or by reason of being Permanently Disabled, Executive or his family shall be entitled tocontinuation of coverage and premium payments by ARC under ARC’s group insurance programs forExecutive and his eligible family members under Section 6 for a period of twelve (12) months afterthe termination of employment.(e) **Parachute Payments.** In the event that the severance, acceleration of stockoptions and other benefits provided for in this Agreement or otherwise payable to Executive (i)constitute “parachute payments” within the meaning of Section 280G (as it may be amended orreplaced) of the Internal Revenue Code of 1986, as amended or replaced (the “Code”), and (ii) butfor this Section 11(e), would be subject to the excise tax imposed by Section 4999 (as it may beamended or replaced) of the Code (the “Excise Tax”), then Executive’s benefits hereunder shall beeither:(i) provided to Executive in full; or(ii) provided to Executive only as to such lesser extent which would result in no portion ofsuch benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking intoaccount the applicable federal, state and local income taxes and the Excise Tax, results in thereceipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstandingthat all or some portion of such benefits may be taxable under the Excise Tax. Unless ARC andExecutive otherwise agree in writing, any determination required under thisSection 11(e) shall be made in writing in good faith by ARC’s independent public accountants
 
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(the “Accountants”). In the event of a reduction in benefits hereunder, Executive shall be giventhe choice of which benefits to reduce. For purposes of making the calculations required by thisSection 11(e), the Accountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretations concerning the applicationof the Code. ARC and Executive shall furnish to the Accountants such information and documents asthe Accountants may reasonably request in order to make a determination under this Section 11(e).ARC shall bear all costs the Accountants may reasonably incur in connection with any calculationscontemplated by this Section 11(e).(f) **409A Compliance.**(i) **6-Month Delay Rule.** Except as provided in paragraph (ii) below, in the event thatExecutive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i) of the Code andregulations thereunder) at the time of the termination of his employment with ARC, payment of allamounts subject to Section 409A of the Code that would otherwise be made under Section 11 of thisAgreement, including any installments, may not be paid before a date that is six (6) months and two(2) days after the date of termination from employment (including death). Such amounts thatotherwise would have been paid during such six- (6-) month period will be paid as of the date thatis six (6) months and two (2) days after the date of employment termination.(ii) **Exception.** In the event that payment of amounts under Section 11 of thisAgreement at the time(s) of payment specified under its terms (without regard to this Section11(f)) does not cause any amount of the payment to fail to comply with the provisions of Section409A, and does not result in any excise tax or additional tax penalty under Section 409A, then thesix- (6-) month delay rule of paragraph (i) above will not apply and payment of suchamounts will be made at the time(s) specified under the applicable terms of Section 11 of thisAgreement without regard to this Section 11(f).
 
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(iii) **General Compliance.** During the term of this Agreement, ARC and Executive agreeto modify and administer the Agreement to the extent possible to comply with Section 409A and toavoid incurring any excise and other additional tax liability that might be imposed on Executive orARC.**12.****Arbitration and Equitable Relief**(a) **Arbitration****.**In consideration of Executive’s employment with ARC, its promise toarbitrate all employment-related disputes, and Executive’s receipt of the compensation paid toExecutive by ARC, at present and in the future, Executive agrees that any and all controversies,claims, or disputes with anyone (including ARC and any employee, officer, director, shareholder orbenefit plan of ARC in their capacity as such or otherwise) arising out of, relating to, orresulting from Executive’s employment with ARC or the termination of that employment with ARC,including any provision of this Agreement, shall be subject to binding arbitration under thearbitration rules set forth in the California Code of Civil Procedure Sections 1280 through 1294.2,including section 1283.05 collectively (the “Rules”) and pursuant to California law. Disputeswhich Executive agrees to arbitrate, and hereby agrees to waive any right to a trial by jury,include without limitation, any common law claims, statutory claims under Title VII of the CivilRights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination InEmployment Act of 1967, the Older Workers Benefit Protection Act, the California Fair EmploymentAnd Housing Act, the California Labor Code (except for workers compensation or unemploymentinsurance claims), or ERISA, claims of harassment, discrimination or wrongful termination and anyother statutory claims under state or federal law.
 
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(b) **Procedure****.**Any arbitration will be administered by JAMS and a neutral arbitratorwill be selected in a manner consistent with its rules for the resolution of employment disputes.The arbitrator shall have the power to decide any motions brought by any party to the arbitration,including motions for summary judgment and/or adjudication and motions to dismiss and demurrers,prior to any arbitration hearing. The arbitrator shall have the power to award any remedies,including attorneys’ fees and costs, available under applicable law. ARC will pay for anyadministrative or hearing fees charged by the arbitrator or JAMS except that Executive shall paythe first $200.00 of any filing fees associated with any arbitration Executive initiates. Thearbitrator shall administer and conduct any arbitration in a manner consistent with the Rules. Tothe extent that the JAMS rules for the resolution of employment disputes conflict with the Rules,the Rules shall take precedence. The decision of the arbitrator shall be in writing.(c) **Remedy****.**Except as provided by the Rules and this Agreement, arbitration shall bethe sole, exclusive and final remedy for any dispute between ARC and Executive. Accordingly,except as provided for by the Rules and this Agreement, neither ARC nor Executive will be permittedto pursue court action regarding claims that are subject to arbitration. The arbitrator will nothave the authority to disregard or refuse to enforce any lawful ARC policy, and the arbitratorshall not order or require ARC to adopt a policy not otherwise required by law which ARC has notadopted.(d) **Availability of Injunctive Relief****.**In addition to the right under the Rules topetition the court for provisional relief, ARC may also petition the court for injunctive relief,notwithstanding any provision in this Agreement requiring arbitration, where ARC alleges or claimsa violation of this Agreement, or any separate agreement between Executive and ARC regarding tradesecrets, confidential information or non-solicitation, or California Labor Code Section 2870. Nobond shall be required of ARC. Executive understands and agrees that anybreach or threatened breach of this Agreement or of any such separate agreement will causeirreparable injury to ARC or its affiliates and that money damages will not provide an adequateremedy therefore, and Executive hereby consents to the issuance of an injunction. In the eventeither Party seeks injunctive relief, the prevailing Party shall be entitled to recover reasonablecosts and attorneys’ fees related thereto.
 
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(e) **Administrative Relief****.**This Agreement does not prohibit Executive from pursuingan administrative claim with a local, state or federal administrative body such as the Departmentof Fair Employment and Housing, the Equal Employment Opportunity Commission or the Workers’Compensation Board. This Agreement does, however, preclude Executive from pursuing court actionregarding any such claim.(f) **Voluntary Nature of Agreement****.**Executive acknowledges and agrees that he isexecuting this Agreement voluntarily and without any duress or undue influence by ARC or anyoneelse. Executive further acknowledges and agrees that he has carefully read this Agreement, that hehas asked any questions needed for him to understand the terms, consequences and binding effect ofthis Agreement, and that he fully understands this Agreement, **including that he is waiving hisright to a jury trial**. Finally, Executive acknowledges that he has been provided anopportunity to seek the advice of an attorney of his choice before signing this Agreement.**13.****Governing Law**This Agreement shall be governed by and construed and interpreted in accordance with the lawsof the State of California without regard to California conflict of laws principles.
 
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**14.****Release**In exchange for the benefits and other consideration under this Agreement to which Executivewould not otherwise be entitled, Executive shall enter into and execute a releasesubstantially in the form attached hereto as Exhibit A (the “Release”) upon histermination of employment. Unless the Release is executed by Executive and delivered to ARC withinthirty (30) days after the termination of Executive’s employment with ARC, Executive shall receiveonly the basic severance benefits provided under Section 11(a) of this Agreement and no additionalbenefits under Section 11.**15.****Notices**Any notices or other communications desired or required under this Agreement shall be inwriting, signed by the Party making the same, and shall be deemed delivered when personallydelivered or on the second business day after the same is sent by certified or registered mail,postage prepaid, addressed as follows (or to such other address as may be designated by likewritten notice):       If to Executive: At the last residential address known by ARC       If to ARC: American Reprographics Company    1981 North Broadway, Suite 385    Walnut Creek, California 94596    Attn.: Chief Executive Officer**16.****Severability**In the event that any provision of this Agreement becomes or is declared by a court ofcompetent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in fullforce and effect without said provision.**17.****Assignment**Except as otherwise specifically provided herein, neither Party shall assign this Agreement orany rights hereunder without the consent of the other Party, and any attempted or purportedassignment without such consent shall be void; provided that Executive’s consent under thisAgreement shall not be required hereby for any of the transactions involving a Change of Control.This Agreement shall otherwise bind and inure to the benefit of the Parties heretoand their respective successors, assigns, heirs, legatees, devisees, executors, administratorsand legal representatives.
 
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**18.****Entire Agreement**This Agreement contains the entire agreement of the Parties and supersedes all prior orcontemporaneous negotiations, correspondence, understandings and agreements between the Partiesregarding the subject matter of this Agreement. Any prior employment agreement, bonus agreement orother compensation agreement between Executive and ARC or any predecessor, or affiliate of ARC, ishereby terminated on and as of the Effective Date. This Agreement may not be amended or modifiedexcept in writing signed by both Parties.**19.****Waiver**If either Party waives any breach of any provisions of this Agreement, he or it shall notthereby be deemed to have waived any preceding or succeeding breach of the same or any otherprovision of this Agreement.**20.****Counterparts**This Agreement may be executed in counterparts, each of which shall be deemed an original, butall of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date firsthereinabove set forth.           AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation   EXECUTIVE             By: /s/ Kumarakulasingam Suriyakumar Kumarakulasingam Suriyakumar   By: /s/ John Toth John Toth  Title: President and Chief Executive Officer   Address:                          
 
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**EXHIBIT A****RELEASE AGREEMENT**I understand that my position with American Reprographics Company (“ARC”) terminated effective                     (the “Separation Date”). ARC has agreed that if I choose to sign this Agreement,ARC will pay me severance benefits (minus the standard withholdings and deductions) pursuant to theterms of the Executive Employment Agreement entered into on July _____, 2011 between myself and ARC(the “Severance Benefits”). I understand that I am not entitled to the Severance Benefits unless Isign this Agreement. I understand that in addition to the Severance Benefits, ARC will pay me allof my accrued salary and vacation, to which I am entitled by law.In consideration for the Severance Benefits I am receiving under this Agreement, I agree notto use or disclose any of ARC’s proprietary information without written authorization from ARC, toimmediately return all Company property and documents (including all embodiments of proprietaryinformation) and all copies thereof in my possession or control, and to release ARC and itsofficers, directors, agents, attorneys, employees, shareholders, and affiliates from any and allclaims, debts, liabilities, demands, causes of action, attorneys’ fees, damages, or obligations ofevery kind and nature, whether they are known or unknown, arising at any time prior to the date Isign this Agreement. This general release includes, but is not limited to: all federal and statestatutory and common law claims, claims related to my employment or the termination of myemployment or related to breach of contract, tort, wrongful termination, discrimination, wages orbenefits, or claims for any form of compensation. This release is not intended to release anyclaims I have or may have against any of the released parties for (a) indemnification as adirector, officer, agent or employee under applicable law, charter document or agreement, (b)severance and other termination benefits under my employment agreement and any relatedwritten documents, (c) health or other insurance benefits based on claims already submitted orwhich are covered claims properly submitted in the future, (d) vested rights under pension,retirement or other benefit plans, or (e) in respect of events, acts or omissions occurring afterthe date of this Release Agreement.
 
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In releasing claims unknown to me at present, I am waiving all rights and benefits underSection 1542 of the California Civil Code, and any law or legal principle of similar effect in anyjurisdiction:**“A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affected hissettlement with the debtor.”**I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may haveunder the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”). I alsoacknowledge that the consideration given for the waiver in the above paragraph is in addition toanything of value to which I was already entitled. I have been advised by this writing, asrequired by the ADEA that: (a) my waiver and release do not apply to any claims that may ariseafter my signing of this Agreement; (b) I should consult with an attorney prior to executing thisrelease; (c) I have twenty-one (21) days within which to consider this release (although I maychoose to voluntarily execute this release earlier); (d) I have seven (7) days following theexecution of this release to revoke the Agreement; (e) this Agreement will not be effective untilthe eighth (8th) day after this Agreement has been signed both by me and by ARC; and Iwill not be paid any of the Severance Benefits until this Agreement has become effective.
 
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This Agreement constitutes the complete, final and exclusive embodiment of the entireagreement between ARC and me with regard to the subject matter hereof I am not relying on anypromise or representation by ARC that is not expressly stated herein. This Agreement may onlybe modified by a writing signed by both me and a duly authorized officer of ARC. I accept andagree to the terms and conditions stated above:           AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation   EXECUTIVE             By:     By:             John Toth        Address:    Title:                     
 
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