Exhibit
10.1


AMENDMENT
TO JOHN H. HARLAND COMPANY

1999 STOCK OPTION PLAN


The
John H. Harland Company 1999 Stock Option Plan is amended effective as of
December 19, 2006, as follows:


1.


By revising the
definition of “Change in Control” to read as follows:


Change in Control
— means, unless otherwise provided in the applicable Option Agreement or
Restricted Stock Agreement, the Company sells all or substantially all of its
assets for cash or property or for a combination of cash and property or
consummates any merger, consolidation, reorganization, division or other
corporate transaction in which Stock is converted into another security or into
the right to receive securities or property.


In addition, a “Change
in Control” also shall be deemed to occur upon a change in the composition
of the Board that causes less than a majority of the directors of the Company
to be directors that meet one or more of the following descriptions:


(a)           a
director who has been a director of the Company for a continuous period of at least
24 months,


(b)           a
director who was serving on the Board as a result of the consummation of a sale
by the Company of all or substantially all of its assets or the consummation by
the Company of any merger, consolidation, reorganization, or business combination
with any person that would not be a Fundamental Change, or


(c)           a
director whose election or nomination as director was approved by a vote of at
least two-thirds of the directors described in clauses (a), (b) or (c) by prior
nomination or election, but excluding, for purposes of this clause (c), any
director whose initial assumption of office occurred as a result of an actual
or threatened (i) election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a person or group other than the Board or (ii) tender offer,
merger, sale of substantially all of the Company’s assets, consolidation,
reorganization or business combination that would be a Fundamental Change on
the consummation thereof.


For purposes of
this amendment, a “Fundamental Change” shall be deemed to occur upon the
sale by the Company of all or substantially all of its assets or the
consummation by the Company of any merger, consolidation, reorganization, or
business combination with any person, in each case, other than in a
transaction:


(1)           in which persons who were shareholders of the Company
(immediately prior to such sale, merger, consolidation, reorganization, or
business combination) own, immediately thereafter, (directly or indirectly)
more than 50% of the combined voting









 



 


power of the outstanding voting securities of the
purchaser of the assets or the merged, consolidated, reorganized or other
entity resulting from such corporate transaction (the “Successor Entity”);


(2)           in which the Successor Entity is an employee benefit plan
sponsored or maintained by the Company or any person controlled by the Company;
or


(3)           after which more than 50% of the members of the board of
directors of the Successor Entity were members of the Board at the time of the
action of the Board approving the transaction.


2.


By replacing the
last four sentences of Section 7.3 with the following three sentences:


At the discretion
of the Committee, an Option Agreement may provide for the payment of the Option
Price either (1) in cash, (2) by check acceptable to the Committee, (3) by
delivery of Stock acceptable to the Committee, or (4) by withholding shares of
Stock that otherwise would be issuable upon the exercise of the Option, or in
any combination of those payment methods. 
Additionally, the Option Price may be paid through any cashless exercise
procedure acceptable to the Committee or its delegate.  The value of any Stock surrendered or
withheld as payment in the exercise of an Option shall be equal to the Fair
Market Value of such Stock on the date of exercise.


3.


By revising the
last sentence of Section 13 to read as follows:


In addition, in
the event of a Change in Control, unless otherwise provided in the Restricted
Stock Agreement, any and all outstanding issuance or forfeiture conditions on
any Restricted Stock automatically shall be deemed satisfied in full as of the
date of the consummation of the Change in Control.


4.


Except as otherwise
amended, the Plan shall remain in full force and effect.