Employment Agreement - Frank Murphy



 Exhibit 10.5 
  
 EXECUTIVE EMPLOYMENT AGREEMENT 
 This
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 12, 2007 by and among Smart Document Solutions, LLC, a Georgia limited liability company (the “Company”) and Frank Murphy
(“Executive”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in Section 13. 
 WHEREAS, Executive has entered into that certain Amended and Restated Employment Agreement dated January 1, 2007 by and between the Company and the Executive (the “Existing Agreement”).

 WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Executive wishes to terminate the Existing Agreement
without liability to the Company or its Affiliates and enter into this Agreement with the Company. 
 NOW, THEREFORE, in consideration of the
mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Employment. The Company will employ Executive, and Executive accepts employment with the Company, upon the terms and conditions
set forth in this Agreement, for the period beginning on the date hereof and ending as provided in Section 6 (the “Employment Period”). 
 Section 2. Positions and Duties. During the Employment Period, Executive will serve as a member of the Board of Directors of the Company (the “Board”), a member of the Board of Directors
of Smart Holdings Corp. and as the Chief Executive Officer of Smart Holdings Corp., the Company and its other Subsidiaries, provided that Executive will not be obligated to become or remain an officer of any company (i) whose organization
documents do not provide indemnification provisions reasonably satisfactory to Executive and (ii) which is not covered by the directors’ and officers’ liability policy referred to in Section 11(b) hereof. Executive shall have
such responsibilities, duties and authority as are assigned to him by the Board; provided that all such services and functions shall be reasonably consistent with the position of Chief Executive Officer and within Executive’s area of expertise.
Without limiting the foregoing, Executive will be responsible for the overall business of the Company and its Subsidiaries, including strategic planning, management recruiting, strategic relationships, capital formation (under the guidance of the
Board), operations reviews and oversight, and investor and financial community relations, and will render such managerial, analytical, administrative, marketing, creative and other executive services to the Company and Holdings and its other
Subsidiaries as are from time to time necessary in connection with the management and affairs of such Persons (including the management of the business and affairs of the Company and its other Subsidiaries), in each case subject to the authority of
the Board. Executive agrees to devote such of Executive’s business time, attention and energies as are necessary for the diligent performance of Executive’s duties hereunder. Executive will report directly to the Chairman of the Board,
Patrick J. Haynes, III. All other employees of the Company and its Subsidiaries will report, directly or indirectly, to Executive. Executive will perform Executive’s duties and responsibilities to the best of Executive’s abilities in a
diligent, trustworthy, businesslike and efficient manner. 
  

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 Section 3. Location. Executive’s duties hereunder will be performed in the greater
metropolitan Alpharetta, Georgia area, subject to customary travel obligations as will be required in the diligent performance of such duties. The Company agrees to maintain an office for Executive in the greater metropolitan Alpharetta area as is
approved by the Board, and to provide all equipment, supplies and other items reasonably required for the performance of Executive’s duties under this Agreement at such office. 
 Section 4. Salary and Benefits. 
 (a) Salary. During the Employment Period, the Company will pay Executive salary in the amount of $437,000 per year (as in effect from time to time, the “Salary”) as compensation for services. The Salary will be
payable in regular installments in accordance with the general payroll practices of the Company and its Subsidiaries, but in no event less frequently than monthly. Executive’s Salary will be reviewed on at least an annual basis, beginning on
the one year anniversary of the date of this Agreement (such anniversary date, each anniversary date thereafter, and any additional review dates as described in the proviso hereto, a “Date of Determination”); provided that
additional reviews shall be conducted as soon as practical following the receipt of three full months of financial statements of the Company subsequent to any add on acquisition to the Company or any of its Subsidiaries. Such reviews will be
conducted by the Board or a committee designated by the Board. 
 (b) Benefits. Executive shall be entitled to the same perquisites
and benefits as are made available to other senior executive employees of the Company, as well as such other perquisites or benefits as may be specified from time to time by the Board. During the Employment Period, the Company will provide Executive
with family health and dental, life, long-term disability and Directors’ and Officers’ liability insurance under such plans as the Board may establish or maintain from time to time for senior executive officers of the Company and its
Subsidiaries (collectively, the “Benefits”). 
 (c) Vacation. Executive will be entitled to four weeks of paid
vacation each year. 
 (d) Reimbursement of Expenses. During the Employment Period, the Company will reimburse Executive for all
reasonable out-of-pocket expenses incurred by Executive in the course of performing Executive’s duties under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment
and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. 
 (e)
Automobile Allowance. During the Employment Period, the Company will lease for Executive, or reimburse Executive for the reasonable costs of leasing, an automobile of Executive’s choice; provided that in no event will the
Company’s obligations under this Section 4(e) exceed $1,500 per month. 
 (f) Professional Education. Executive’s
attendance at professional seminars will be decided on an ad hoc basis by the Board and Executive. 
 Section 5. Bonus. During
the Employment Period, Executive will be eligible to receive an annual cash bonus of up to 100% of Executive’s Salary (the “Bonus”) as determined and approved by the Board. The Bonus to the extent payable, will be payable in
accordance with the general payroll practices of the Company and its Subsidiaries, but in no event later than 30 days after the Date of Determination for the year in which such Bonus relates. 
  

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 Section 6. Termination of Employment. The Employment Period will commence on the date hereof
and will continue until the fifth year anniversary of the date hereof (the “Original Term”), unless sooner terminated as set forth in this Section. The Employment Period shall be renewable for successive one-year terms thereafter at
the discretion of the Company (each, as applicable, a “Renewal Term”). In the event the Company chooses not to renew this Agreement at the conclusion of the Original Term, the Company shall give Executive sixty (60) days advance
written notice of such intent. Failing such notice, this Agreement shall automatically renew for an additional one-year period and shall thereafter renew annually on the anniversary date of this Agreement subject to the Company’s right to
provide sixty (60) days advance written notice of its intention not to renew the Employment Period. The termination provisions are as follows: 
 (a) By the Company, For Cause (as that term is defined below), upon written notice to Executive. 
 (b) Upon the death of Executive.

 (c) By Executive, up to 30 days after written notice to the Company of resignation by Executive (which time period will be in the sole
discretion of the Company). 
 (d) If Executive fails to perform his duties under this Agreement on account of Disability (as hereinafter
defined), the Company may give notice to Executive to terminate this Agreement on a date not less man 30 days thereafter (“Notice Period”), and, if Executive has not resumed full performance of Executive’s duties under this
Agreement within such Notice Period, then Executive’s employment under this Agreement will terminate on the date provided in the notice. As used in this Agreement, the term “Disability” will mean the inability of Executive to
perform Executive’s duties under this Agreement by reason of a physical or mental disability that, after the expiration of more than 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to Executive or his legal representatives (such agreement to acceptability not be withheld unreasonably). 
 (e) By Executive, in the event the Company is in material breach of any of its obligations hereunder and such breach is not cured within 30 days of written notice thereof from Executive. A material breach of the Company’s obligations
under this Agreement includes, without limitation, (i) a material change in Executive’s reporting structure, responsibilities or obligations under this Agreement without Executive’s prior written consent; or (ii) Executive’s
Salary, as in effect as of the date hereof or as the same may be increased by the Board from time to time thereafter, is reduced, unless such reduction is agreed to by Executive in writing; or (iii) the Company requires Executive to relocate to
a place that is not in the greater metropolitan Atlanta, Georgia area. 
 (f) By the Company, other than as described in clause (a),
(b) or (d) above, including in connection with a Sale of the Company. 
 For purposes of this Agreement, “For
Cause” will mean Executive’s (i) conviction of, or plea of guilty or no contest or similar plea with respect to, either (A) a felony or (B) any crime that causes Holdings and its Subsidiaries, taken as a whole, a
substantial and material financial detriment; 

  

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(ii) commission of an act involving fraud or embezzlement with respect to Holdings or any of its Subsidiaries; (iii) substantial and repeated failure
(except where due to illness, Disability or incapacity) to perform Executive’s duties hereunder, which failure is not cured within 30 days after written notice thereof to Executive from the Company which notice will specifically set forth the
nature of such failure and the actions required to correct the same; (iv) commission of any willful or intentional act of Executive that has the intended effect of injuring the reputation or business of Holdings or its Affiliates in any
material respect; or (v) continued or repeated absence from the Company, unless such absence is (A) in compliance with Company policy or approved or excused by the Board or (B) is the result of Executive’s illness, Disability or
incapacity; provided, however, that the Company’s failure to achieve certain results will not be deemed to constitute “For Cause” so long as Executive uses Executive’s reasonable best efforts to perform his duties under
this Agreement. 
 In the event the Employment Period terminates by reason of Executive’s resignation under Section 6(c), death or
Disability or the Company terminates the Employment Period For Cause, Executive will not be entitled to receive his Salary or any fringe benefits (except welfare benefits which Executive elects to continue at his sole expense in accordance with any
welfare plans) or Bonus for periods after the Termination Date. In the event the Employment Period is terminated by the Company pursuant to Section 6(f) or by Executive pursuant to Section 6(e), or in the event the Company elects not to
renew this Agreement pursuant to the first paragraph of this Section 6, then so long as Executive continues to comply with Sections 8 and 9, Executive will be entitled to receive (i) severance payments in an aggregate amount equal to two
year’s Salary based on the Salary in effect at the time the Employment Period is terminated and (ii) Benefits at the same level as they are provided from time to time to the Company’s senior management employees, for a period equal to
two years from the date of such termination. Any such severance payments paid to Executive by the Company will be paid in 24 consecutive equal monthly installments commencing one month from the Termination Date; provided that Executive will
be required to sign a release, in the form as set forth in Exhibit A attached hereto, as a condition to receiving such payments and Benefits. 
 Notwithstanding anything to the contrary contained herein, if at the time of Executive’s termination of employment pursuant to either Section 6(f) or 6(e), the Company is “readily tradeable” as
defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Executive is a Specified Employee as of such date, if the sum of the installments to be received by Executive for the six (6) month period
immediately following the Termination Date exceed the Safe Harbor Amount, then the amount in excess of the Safe Harbor Amount shall be paid to Executive with the first installment payable immediately following the end of such six (6) month
period, and any amounts deferred as a result of the application of this paragraph shall accrue interest at the prime rate and shall be paid with the first installment payable immediately following the end of the six month period. 
 Section 7. Resignation as Officer or Director. Upon the termination of the Employment Period, Executive will be deemed to have resigned from
each position (if any) that Executive then holds as an officer or director of Holdings or any of its Subsidiaries (including his membership on the Board and the board of directors of any Subsidiary of Holdings), and Executive will take any action
that Holdings or any of its Subsidiaries may request in order to confirm or evidence such resignation. 
 Section 8. Confidential
Information. Executive acknowledges that the information, observations and data that have been or may be obtained by Executive during Executive’s employment relationship with, or through Executive’s involvement as a member or 

  

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stockholder of, Holdings or any Subsidiary or predecessor thereof (each of Holdings, any Subsidiary or Affiliate or any such affiliate predecessor being a
“Related Company”), prior to and after the date of this Agreement concerning the business or affairs of the Related Companies (collectively, “Confidential Information”) are and will be the property of the Related
Companies. Therefore, Executive agrees that Executive will not disclose to any unauthorized Person or use for the account of Executive or any other Person any Confidential Information without the prior written consent of Holdings (by the action of
the Board), unless and to the extent that such Confidential Information has become generally known to and available for use by the public other than as a result of Executive’s improper acts or omissions to act, or is required to be disclosed by
law. Executive will deliver or cause to be delivered to the Company at the termination of Executive’s employment with the Company or its Subsidiary, or at any other time Holdings or any of its Subsidiaries may reasonably request, all memoranda,
notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) containing or relating to Confidential Information or the business of any Related Company which Executive may then possess or have under
Executive’s control. Notwithstanding the foregoing, the provisions of this Section will not apply to information required to be disclosed by Executive in the ordinary course of his duties hereunder. 
 Section 9. Non-Compete, Non-Solicitation. 
 (a) Non-Compete. Executive acknowledges that during Executive’s employment relationship with, or through Executive’s involvement as a member or stockholder of, any Related Company, Executive has and
will become familiar with trade secrets and other Confidential Information concerning such Related Companies, and with investment opportunities relating to their respective businesses, and that Executive’s services have been and will be of
special, unique and extraordinary value to the foregoing entities. Therefore, Executive agrees that, during the Employment Period and for a period of one year thereafter (the “Noncompete Period”), Executive will not directly or
indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or as an investor in or lender to any business (in each case including on Executive’s own behalf or on behalf of
another Person) which constitutes or is competitive with all or part of the business of Holdings or its Subsidiaries (as and where the same is conducted or proposed to be conducted by the Related Companies during the Employment Period, or as of the
end of the Employment Period if the Employment Period has then ended). Nothing in this Section 9 will prohibit Executive from being a passive owner of less than 5% of the outstanding stock of a corporation of any class which is publicly traded,
so long as Executive has no direct or indirect participation in the business of such corporation. By initialing in the space provided below, Executive acknowledges that Executive has read carefully and had the opportunity to consult with legal
counsel regarding the provisions of this Section 9(a). /s/ FM [initial]. 
 (b) Non-Solicitation. During the
Noncompete Period, Executive will not directly or indirectly (i) induce or attempt to induce any employee or independent contractor of any Related Company to leave the employ or contracting relationship with such entity, or in any way interfere
with the relationship between any such entity and any employee or full-time independent contractor thereof, or (ii) induce or attempt to induce any customer, supplier or other business relation of any Related Company to cease doing business
with such entity or in any way interfere with the relationship between any such customer, supplier or other business relation and such entity. By initialing in the space provided below, Executive acknowledges that Executive has read carefully and
had the opportunity to consult with legal counsel regarding the provisions of this Section 9(b). /s/ FM [initial]. 
  

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 Section 10. Enforcement. The Company and Executive agree that if, at the time of enforcement
of Section 8 or Section 9, a court holds that any restriction stated in any such Section is unreasonable under circumstances then existing, then the maximum period, scope or geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has access to information of the type described in Section 8 or Section 9, the Company and Executive agree that money
damages would be an inadequate remedy for any breach of Section 8 or Section 9. Therefore, in the event of a breach of Section 8 or Section 9, any Related Company may, in addition to other rights and remedies existing in their
favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions of Section 8 or Section 9. The provisions of Section 8,
Section 9 and Section 10 are intended to be for the benefit of each Related Company and their respective successors and assigns, each of which may enforce such provisions and each of which (other than the Company) is an express third-party
beneficiary of such provisions and this Agreement generally. Sections 8, Section 9 and Section 10 will survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period. By
initialing in the space provided-below, Executive acknowledges that Executive has read carefully and had the opportunity to consult with legal counsel regarding the provisions of this Section 10. /s/ FM [initial]. 

Section 11. Representations and Warranties. 
 (a) Executive. Executive represents and warrants to the Company as follows: 
 (i)
Other Agreements. Executive is not a party to or bound by any employment, noncompete, nonsolicitation, nondisclosure, confidentiality or similar agreement with any other Person which would materially affect Executive’s performance under
this Agreement. 
 (ii) Authorization. This Agreement when executed and delivered will constitute a valid and legally
binding obligation of Executive, enforceable against Executive in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights and remedies of creditors generally and general principles of equity.

 (b) The Company. The Company hereby represents and warrants to Executive as follows: 
 (i) D&Q Insurance. The Company shall maintain directors’ and officers’ liability insurance in an amount of no less
than $3,000,000, and that Executive will be covered under such policy while serving in all capacities contemplated hereby. 
 (ii) Authorization. This Agreement when executed and delivered will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and
other similar laws affecting the rights and remedies of creditors generally and general principles of equity. 
 Section 12. Survival of
Representations and Warranties. All representations and warranties contained herein will survive the execution and delivery of this Agreement. 
  

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 Section 13. Certain Definitions. When used herein, the following terms will have the following
meanings: 
 “ABRY” means ABRY Partners V, L.P. and each of its Affiliates. 
 “Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”),
as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise. 
 “Business Day” means a day that is not a Saturday, a Sunday or a statutory or civic holiday in the State of
New York, the State of Illinois, State of Georgia or the Commonwealth of Massachusetts. 
 “Closing Date” means
June 15, 2007. 
 “Credit Agreement” means the Credit Agreement dated as of June 15, 2007, by and among CT
Technologies Intermediate Holdings, Inc., a Delaware corporation, as borrower, CT Technologies Intermediate Holdings (Topco), Inc., a Delaware corporation, as the parent guarantor, its Subsidiaries signatory thereto as guarantors or hereafter
designated as guarantors pursuant to the terms thereof, the lenders from time to time party thereto, and Ares Capital Corporation, a Maryland corporation (“ARCC”), as administrative agent for the senior lenders (in such capacity,
together with its successors and assigns in such capacity, the “Senior Administrative Agent”) and ARCC, as collateral agent for the secured parties thereunder and ARCC, as lead arranger and bookrunner, including any deferrals,
renewals, extensions, replacements, refinancings or refundings thereof, or amendments, modifications or supplements thereto and any agreement providing thereof (including any restatements thereof and any increases in the amount of commitments
thereunder), whether in one or more separate agreements and whether by or with the same or any other lender, creditor, or any one or more groups of lenders or group of creditors (whether or not including any or all of the financial institutions
party to the aforementioned credit agreements). 
 “Holdings” means CT Technologies Holdings, LLC, a Delaware limited
liability company. 
 “Incentive Share Purchase Agreement” means that certain Incentive Share Purchase Agreement dated as of
September 12, 2007, among Holdings, ABRY and Executive. 
 “LLC Agreement” means the Holdings Amended and Restated
Limited Liability Company Agreement entered into as of the Closing Date, as in effect from time to time. 
 “Members
Agreement” means the Amended and Restated Members Agreement entered into as of the Closing Date among Holdings and its members, as in effect from time to time. 
 “Person” means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or any other
entity (including any governmental entity or any department, agency or political subdivision thereof). 
  

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 “Registration Rights Agreement” means the Amended and Restated Registration Rights
Agreement entered into as of the Closing Date among Holdings and certain of its members, as in effect from time to time. 
 “Safe
Harbor Amount” means two times the lesser of: (i) an amount equal to the limit on compensation set forth in Section 401(a)(17) of the Code for the year in which the termination of employment occurs; or (ii) the
Employee’s annual compensation for the taxable year immediately preceding the Employee’s taxable year in which the termination of employment occurs. 
 “Sale of the Company” means the consummation of any merger or consolidation of Holdings with or into any other Person or any sale of all or substantially all of the ownership interests or assets of
Holdings and its Subsidiaries, taken as a whole (other than a transaction following which the holders of the outstanding membership interests of Holdings prior to such transaction together own a majority of the outstanding ownership interests of the
surviving or resulting corporation or business entity). 
 “Specified Employee” means a “key employee” (as defined
in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. Employee shall be treated as a key employee if the Employee meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) at any time
during the twelve (12) month period ending on an “identification date”. If Employee is a “key employee” as of the “identification date” Employee shall be treated as a Specified Employee for the twelve
(12) month period beginning on the first day of the fourth month following such “identification date”. For purposes of any “Specified Employee” determination hereunder, the “identification date” shall mean the last
day of the calendar year. 
 “Subsidiaries” means, with respect to any Person, any corporation, limited liability company,
partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof
is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business
entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or entity or a combination thereof. For purposes
hereof, a Person or Persons will be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons will be allocated a majority of limited liability company,
partnership, association or other business entity gains or losses or will be or control any managing director, managing member, or general partner of such limited liability company, partnership, association or other business entity. Unless stated to
the contrary, as used in this Agreement the term Subsidiary means a Subsidiary of Holdings. 
 “Termination Date” means the
date on which the Employment Period ends, as determined pursuant to the provisions of Section 6. 
 Section 14. “Key Man”
and Life Insurance. Executive agrees to submit to any requested physical examination in connection with Holdings’ or any Subsidiary’s purchase of a “key-man” life insurance policy. Executive agrees to cooperate fully in
connection with the underwriting, purchase and/or retention of a key-man life insurance policy by Holdings or any of its Subsidiaries. 
  

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 Section 15. 280G Parachute Payments. In the event the Company determines in good faith that
any payments or benefits (whether made or provided pursuant to this Agreement or otherwise) provided to Executive constitute “parachute payments” within the meaning of Section 280G of the Code (“Parachute Payments”),
and will be subject to an excise tax imposed pursuant to Section 4999 of the Code, the Executive’s Parachute Payments will be reduced to an amount determined by the Company in good faith to be the maximum amount that may be provided to the
Executive without resulting in any portion of such Parachute Payments being subject to such excise tax (the amount of such reduction, the “Cutback Benefits”), except that no such reduction shall be made to the extent that the
amounts receivable by Executive net of all such taxes (including, without limitation, any excise taxes) on such amounts before such reductions would be greater than the amounts receivable by the Executive net of all such taxes after such reduction.
If applicable, the Executive shall be entitled to (a) select which Parachute Payments shall be reduced hereunder and (b) make the selection set forth under clause (a) of this Section 15 which maximizes the post-tax benefit to the
Executive; provided, that (x) the Company shall provide to Executive, at least 30 days prior to any event in which the Company determines pursuant to this Section 15 may trigger a Parachute Payment (any such event a “Trigger
Event”), any financial information reasonably necessary for the Executive to make his selection pursuant to clause (a) of this Section 15 and (y) if the Executive fails to so select within 10 days of such Trigger Event, the
Company shall select which Parachute Payments will be reduced. Notwithstanding the foregoing, the Company shall use reasonable efforts to obtain the approval of the Cutback Benefits by the Company’s shareholders in the manner contemplated by
Q&A 7 of Treas. Reg. Section 1.280G, it being understood and agreed that the Company does not guarantee that such approval will be obtained. If, and only if, the Company submits the Cutback Benefits for such approval by the Company’s
shareholders and such approval is obtained, the Executive shall be entitled to receive the Cutback Benefits without regard to the first sentence of this paragraph. 
 Section 16. Miscellaneous. 
 (a) Notices. All notices, demands or other communications to
be given or delivered by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (i) on the date of personal delivery to the recipient or an officer of the recipient, or (ii) when sent by
telecopy or facsimile machine to the number shown below on the date of such confirmed facsimile or telecopy transmission (provided that a confirming copy is sent via overnight mail), or (iii) when properly deposited for delivery by a nationally
recognized commercial overnight delivery service, prepaid, or by deposit in the United States mail, certified or registered mail, postage prepaid, return receipt requested. Such notices, demands and other communications will be sent to each party at
the address indicated for such party below: 
 Notices to Executive, to: 
 Frank Murphy 
 2017 Kinderton Manor Drive

 Duluth, Georgia 30097 
  

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 Notices to the Company, to: 
 Smart Document Solutions, LLC 
 c/o ABRY
Partners, LLC 
 111 Huntington Avenue, 30th Floor 
 Boston,
Massachusetts 02199 
 Facsimile: (617) 859-7205 
 Attention: Jay Grossman, Erik Brooks, Hilary Grove 
 with a copy (which will not constitute notice to the
Company), to: 
 Kirkland & Ellis LLP 
 Citigroup Center 
 153 East 53rd Street 
 New York, New York 10022 
 Facsimile:
212-446-4900 
 Attention: Armand A. Della Monica 
 or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 
 (b) Consent to Amendments. No modification, amendment or waiver of any provision of this Agreement will be effective against any party hereto unless such modification, amendment or waiver is approved in writing
by such party. No other course of dealing between the Company, ABRY and Executive or any delay in exercising any rights hereunder will operate as a waiver by any of the parties hereto of any rights hereunder. 
 (c) Successors and Assigns. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and
inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. 
 (d) Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 
 (e) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and
the same Agreement. 
 (f) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement will be by way of example rather than by limitation. 
 (g) Governing Law. Issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the
exhibits and schedules hereto will be governed by, and construed in accordance with, the laws of the State of 

  

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Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Agreement (and the
schedules hereto), even though under Delaware’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. 
 (h) Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER
THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 (i) Submission to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT WILL BE BROUGHT (A) IF THE
DEFENDANT IS THE COMPANY, IN THE SUPERIOR COURT OF FULTON COUNTY, STATE OF GEORGIA OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA OR (B) IF THE DEFENDANT IS THE EXECUTIVE, IN THE COURT OF CHANCERY OF THE STATE OF
DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND EACH PARTY HEREBY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL
ACTION OR PROCEEDING, EACH PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY ANY MEANS SPECIFIED FOR NOTICE PURSUANT TO SECTION 16(a). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
 (j) No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 
 (k)
Entire Agreement. Except as otherwise expressly set forth in this Agreement, this Agreement and the other agreements referred to in this Agreement embody the complete agreement and understanding among the parties to this Agreement with
respect to the subject matter 

  

 11 








 
of this Agreement, and supersede and preempt any prior understandings, agreements, including the Existing Agreement and other prior employment agreements
between the Company or any of its Subsidiaries and the Executive, or representations by or among the parties or their predecessors, written or oral, which may have related to the subject matter of this Agreement in any way. 
 (l) Termination of Existing Agreement and Release. Except with respect to the obligations of the Company under Section 5(k) of the Existing
Agreement in respect of the transactions under the Purchase Agreement (which shall remain in full force and effect), each of the Company and Executive hereby acknowledges and agrees that the Existing Agreement, irrespective of any provision
contained therein, shall be terminated as of the date hereof without any liability thereunder to the Executive, the Company or its Affiliates. Except with respect to the obligations of the Company under Section 5(k) of the Existing Agreement in
respect of the transactions under the Purchase Agreement (which shall remain in full force and effect), each of the Company and Executive expressly releases and forever discharges the other party hereto from any and all claims arising under the
Existing Agreement which such Person now has, has ever had, or may hereafter have against the other party hereto, whether such claims are pending on, or asserted after, the date hereof. 
 (m) Time is of the Essence. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any
privilege or the discharge or any duty hereunder will fall upon a day that is not a Business Day, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a Business Day.

 (n) Actions by the Company. Any action, election or determination by the Board or any committee thereof pursuant to or relating to
this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries. 
 (o) Compliance with Section 409A of the Code. This Agreement (i) is intended to comply with, (ii) shall be interpreted and its
provisions shall be applied in a manner that is consistent with, and (iii) shall have any ambiguities therein interpreted, to the extent possible, in a manner that complies with Section 409A of the Code. 
 *    *    *    *    * 
  

 12 








 IN WITNESS WHEREOF, the parties hereto have executed this Executive Employment Agreement as of the date
first written above. 
  

					
	SMART DOCUMENT SOLUTIONS, LLC
		
	By:	 	/s/ Gerald L. Hansberger
		 	Name:	 	Gerald L. Hansberger
		 	Title:	 	Assistant Secretary











 IN WITNESS WHEREOF, the parties hereto have executed this Executive Employment Agreement as of the date
first written above. 
  

	
	/s/ Frank Murphy
	Frank Murphy









 EXHIBIT A 
 MUTUAL GENERAL RELEASE AND COVENANT NOT TO SUE 
 This MUTUAL GENERAL RELEASE AND COVENANT NOT TO SUE
(this “Release”) is made as of                 (the “Release Date”) by and between Smart Document Solutions, LLC, (the
“Company”) and Frank B. Murphy (“Executive”). 
 Capitalized terms not otherwise defined herein shall have
the meaning as set forth in the Executive Employment Agreement dated September 12, 2007 by and among the Company and Executive (the “Employment Agreement”). 
 Section 1. In consideration of (a) severance payments in an aggregate amount equal to two year’s Salary based on the Salary in effect at
the time the Employment Period is terminated (payable in accordance with the Employment Agreement), (b) Benefits at the same level as they are provided from time to time to the Company’s senior management employees, for a period equal to
two years from the date of such termination and (c) the Company’s release and other promises herein, the sufficiency of which consideration the parties hereby acknowledge, Executive hereby knowingly and voluntarily releases, discharges,
and covenants not to sue the Company, its predecessors, successors, parents, subsidiaries, affiliates, divisions, and Assignees, and their respective current and former employees, officers, directors, shareholders, representatives, benefits plans
and benefits plans administrators or agents, ABRY, its Affiliates or any the Related Companies (collectively referred to herein as “Releasees”), collectively, separately, and severally, from and for any and all state, local or
federal claims, causes of action, liabilities, and judgments of every type and description whatsoever, known and unknown (including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Rehabilitation
Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Fair Labor Standards Act of 1938, as amended; the Americans with Disabilities Act; wrongful discharge; breach of contract; tortious interference with
contractual relations; promissory estoppel; breach of the implied covenant of good faith and fair dealing; breach of express or implied promise; breach of manuals or other policies; assault; battery; fraud; false imprisonment; invasion of privacy;
intentional or negligent misrepresentation; defamation, including libel, slander, discharge defamation and self-publication defamation; discharge in violation of public policy; whistleblower; intentional or negligent infliction of emotional
distress; or any other theory, whether legal or equitable) which he, his heirs, administrators, executors, personal representatives, beneficiaries, and assigns may have or claim to have against the Company and Releasees for any reason whatsoever,
except as set forth in Section 4 of this Release. Executive specifically waives the benefit of any statute or rule of law which, if applied to this Release, would otherwise exclude from its binding effect any claims not now known by him to
exist. 
 Section 2. Executive also hereby knowingly and voluntarily releases and discharges the Company and Releasees, collectively,
separately and severally, from and for any and all liability, claims, allegations, and causes of action arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which Executive, Executive’s heirs,
administrators, executors, personal representatives, beneficiaries, and assigns may have or claim to have against the Company or Releasees. Notwithstanding any other provision or section of this Release, Executive does not hereby waive any rights or
claims under the ADEA that may arise after the date on which the Release is signed by him. 







 Section 3. Executive further understands that he is releasing, and does hereby release, any claims
for damages, by charge or otherwise, whether brought by him or on his behalf by any other party, governmental or otherwise, and agrees not to institute any claims for damages via administrative or legal proceedings against any of the Company or
Releasees. Executive also waives and releases any and all right to money damages or other legal relief awarded by any governmental agency related to any charge or other claim against any of the Company or Releasees. 
 Section 4. Executive’s release of claims does not apply to any post-termination claim that Executive may have for benefits under the provisions
of any employee benefit plan maintained by or on behalf of the Company (including, without limitation, the Incentive Share Purchase Agreement, or any other equity compensation arrangement), or to any payments to which Executive is or may hereafter
be entitled as result of Executive’s termination of employment under Sections 6(e) or 6(f) (or in the event that the Company elects not to renew the Employment Agreement pursuant to the first paragraph of Section 6 of the Employment
Agreement) of the Employment Agreement, or to any right or claim that survives termination of Executive’s employment under the terms of the Employment Agreement, or to the LLC Agreement, the Registration Rights Agreement or the Members
Agreement. Executive’s release of claims shall not apply to any claims Executive might have to indemnification under any applicable Delaware or Georgia statute, or other applicable statute or regulation, or the Company’s by-laws, or
otherwise. 
 Section 5. Executive hereby acknowledges and represents that (a) he has been given a period of at least twenty-one
(21) days to consider the terms of this Agreement, (b) the Company has advised or hereby advises him in writing to consult with an attorney prior to executing this Agreement, and (c) he has received valuable and good consideration to
which he is otherwise not entitled in exchange for his execution of this Agreement. 
 Section 6. Executive and the Company hereby
acknowledge this Release shall not become effective or enforceable until the eighth (8th) day after it is executed by Executive (“Effective Date”) and that Executive may revoke this Release at any time before the Effective
Date. Executive has been informed and understands that any such revocation must be in writing and delivered pursuant to Section 16(a) of the Employment Agreement. 
 Section 7. Executive agrees that he has not heretofore assigned, transferred or hypothecated nor attempted to assign, transfer or hypothecate any interest he may have in the released claims. 
 Section 8. In consideration of Executive’s release and other promises herein, the sufficiency of which consideration the parties hereby
acknowledge, each of the Company, Smart Holdings Corp., Holdings and ABRY (collectively referred to herein as the “Company Parties”) hereby releases, discharges, and covenants not to sue Executive from and for any and all state,
local or federal claims, causes of action, liabilities, and judgments of every type and description whatsoever, known and unknown (including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended; the
Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Fair Labor Standards Act of 1938, as amended; the Americans with Disabilities Act; wrongful discharge: breach of contract; tortious
interference with contractual relations; promissory estoppel; breach of the implied covenant of good faith and fair dealing; breach of express or implied promise; breach of manuals or other policies; assault; battery; fraud; false imprisonment;
invasion of privacy; intentional or negligent misrepresentation; defamation, including libel, slander, discharge defamation and self-publication 








 
defamation; discharge in violation of public policy; whistleblower; intentional or negligent infliction of emotional distress; or any other theory, whether
legal or equitable) which any of the Company Parties may have or claim to have against the Executive for any reason whatsoever. Each of the Company Parties specifically waives the benefit of any statute or rule of law which, if applied to this
Agreement, would otherwise exclude from its binding effect any claims not now known by it to exist. 
 Section 9. Each of the Company
Party’s release of claims shall not apply to Executive’s obligations under Sections 7 through 10 and 16(i) of the Employment Agreement, the LLC Agreement, the Registration Rights Agreement, the Incentive Share Purchase Agreement or the
Members Agreement. 
 Section 10. Each of the Company Parties agrees that it has not assigned, transferred or hypothecated nor attempted
to assign, transfer or hypothecate any interest it may have in the released claims. This Release is assignable by the Company to any person or entity which acquires all or substantially all of the business of the Company, whether by merger, sale of
assets or otherwise (an “Assignee”). 
 Section 11. This Agreement shall in all respects be governed and construed in
accordance with the laws of the State of Delaware without regard to choice of law principles. 
 *    *    * 







 IN WITNESS WHEREOF, the parties hereto have executed this Release as of the date first written above.

  

					
	SMART DOCUMENT SOLUTIONS, LLC
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	









 IN WITNESS WHEREOF, the parties hereto have executed this Release as of the date first written above.

  

					
	SMART HOLDINGS CORP.
		
	By:	 	 
		 	Name:	 	
		 	Title:	 	









 IN WITNESS WHEREOF, the parties hereto have executed this Release as of the date first written above.

  

			
	CT TECHNOLOGIES HOLDINGS, LLC
		
	By:	 	 
		 	Name:
		 	Title:









 IN WITNESS WHEREOF, the parties hereto have executed this Release as of the date first written above.

  

			
	ABRY PARTNERS V, L.P.
		
	By:	 	 ABRY V Capital Partners, L.P.
 Its General
Partner

		
	By:	 	 ABRY V Capital Partners, LLC,
 Its General
Partner

		
	By:	 	 
		 	Name:
		 	Title:


 [Signature to the Mutual Release] 







 IN WITNESS WHEREOF, the parties hereto have executed this Release as of the date first written above.

  

	
	  
	Frank Murphy


 [Signature to the Murphy Employment Agreement]