Exhibit
10.2


AMENDMENT
TO JOHN H. HARLAND COMPANY

2000 STOCK OPTION PLAN


The
John H. Harland Company 2000 Stock Option Plan is amended effective as of
December 19, 2006, as follows:


1.


By amending
Section 13 of the 2000 Stock Option Plan to read as follows:


In the event of a Change in Control, and the
agreement resulting in such Change in Control does not provide for the
assumption or substitution of Options, each Option Agreement at the direction
and discretion of the Board may be canceled unilaterally by the Company if (1)
any restrictions on the exercise of an Option are waived before the Option
Agreement is canceled such that the Employee has the opportunity to exercise
the Option in full before such cancellation, (2) the Company transfers to the
Employee shares of Stock, the number of which shall be determined by the
Company by dividing the excess of (a) the fair market value of the number of
shares which remain subject to the exercise of such Option as of any date over
the total Option Price for such shares by (b) the fair market value of a share
of Stock on such date, which number shall be rounded down to the nearest whole
number, or (3) the Company transfers to an Employee the same consideration
which the Employee otherwise would receive as a shareholder of the Company in
connection with such Change in Control if the Employee held the number of
shares of Stock which would have been transferable to him or to her under (2)
above if such number had been determined immediately before such Change in
Control.  In addition, in the event of a
Change in Control 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.


A “Change in Control” means 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.


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