2.2 End-of-Term Provisions. Prior to the end of the Term, the Company and theExecutive shall meet to discuss whether the Term should be extended. The Company shall have theright at any time, however, to give written notice of non-renewal of the Term. In the event ofnon-renewal of the Term by the Company and the Executive’s employment is terminated after the endof the Term, other than for Cause (as defined below), or Disability (as defined below) followingsuch notice of non-renewal, then such termination shall be treated as a termination without Causeand the Restricted Period (as defined below) shall be reduced to a period of one year posttermination of employment (the “Reduced Restricted Period”). During such RestrictedPeriod, the Executive shall receive 50% of the payments set forth in Sections 4.4(i) and 4.4(ii),subject to Executive’s signing and not revoking the release of claims as set forth in Section 4.6.For the avoidance of doubt, if the Company is willing to extend the Term and Executive does notagree to extend the Term, then upon such termination of employment at the end of the Term, theExecutive shall be bound by the restrictive covenants set forth in Section 5 below, the RestrictedPeriod shall not be reduced and Executive shall not be entitled to receive any severance benefitswith respect to such termination. Notwithstanding the foregoing, the terms of this Section 2.2will not impact any payments or other benefits to which the Executive would then be entitled undernormal Company policies or the LTIP (as defined below) pursuant to the terms thereof.          3. Compensation; Benefits.               3.1 Salary. As compensation for all services to be rendered pursuant to thisAgreement, the Company agrees to pay the Executive a base salary, payable in accordance with theCompany’s normal payroll practices, at the annual rate of not less than $360,000 less suchdeductions or amounts to be withheld as required by applicable law and regulations (the “BaseSalary”). In the event that the Company, in its sole discretion, from time to time determinesto increase the Base Salary, such increased amount shall, from and after the effective date of theincrease, constitute “Base Salary” for purposes of this Agreement.               3.2 Incentive Compensation.               **3.2.1**Annual Bonus. Commencing with the 2008 fiscal year, the Executive will beeligible to receive a bonus with respect to 2008 and each later fiscal year ending during theTerm computed in accordance with the provisions hereafter. If, with respect to any such fiscalyear, the Company achieves “Consolidated EBITDA” (as defined below) of at least the percentageset forth in the table below of its business plan for such fiscal year, such bonus shall be thepercentage set forth in the table below of Base Salary with respect to the fiscal year forwhich the bonus (any such bonus, an “Annual Bonus”) was earned:   **Percentage of Consolidated** **Percentage of Base****EBITDA in Business Plan** **Salary**89.9% and below  Nil           90 — 94.9 52%           95 — 99.9 56%
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   **Percentage of Consolidated** **Percentage of Base****EBITDA in Business Plan** **Salary**   100 – 105 60%105.1 – 110 64%110.1 – 115 68%115.1 – 120 72%120.1 – 125 76%125.1 and over 80%An Annual Bonus if earned in accordance with this Agreement shall be paid no later than thefifteenth day of the third month next following the year with respect to which such bonus wasearned, provided that, except as otherwise specifically provided in this Agreement (including,without limitation, Section 4.4), as a condition precedent to any bonus entitlement the Executivemust remain in employment with the Company at the time that the Annual Bonus is paid.Notwithstanding the foregoing, to the extent that Section 162(m) of the Internal Revenue Code of1986, as amended (the “Code”), may be applicable, such Annual Bonus shall be subject to,and contingent upon, such shareholder approval as is necessary to cause the Annual Bonus to qualifyas “performance-based compensation” under Section 162(m) of the Code and the regulationspromulgated thereunder as well as approval of this Section 3.2.1 by the MFW Compensation Committeeand any other required committees.For the purposes of this Agreement, “Consolidated EBITDA” means for any fiscal year of theCompany, consolidated operating income for such fiscal year of the Company plus, withoutduplication, the sum of (i) depreciation and amortization expense (excluding amounts of prepaidincentives under customer contracts), (ii) any extraordinary non-cash expenses or losses, (iii) anycosts and expenses incurred in connection with the Transaction, (iv) allocation of fees charged byMFW or a subsidiary to the Company relating to the operation of the Company and (v) allrestructuring costs (as defined under U.S. generally accepted accounting principles), in the caseof clauses (i) through (v) above, solely with respect to Harland Financial Solutions, and minus (x)to the extent included in the statement of such consolidated net income for such period, the sum ofany extraordinary or non-recurring income or gains (including, whether or not otherwise includableas a separate item in the statement of such consolidated operating income for such period, gains onthe sales of assets outside of the ordinary course of business), and (y) any cash payments madeduring such period in respect of items described in clause (ii) above subsequent to the fiscalquarter in which the relevant non-cash expenses or losses were reflected as a charge in thestatement of consolidated operating income, in the case of clauses (x) and (y) above, solely withrespect to Harland Financial Solutions, all as determined on a consolidated basis, all of theforegoing to be determined by the Board or the MFW Compensation Committee, as applicable. For thepurposes of determining compensation milestones for any fiscal year, Consolidated EBITDA will beadjusted by the Board or the MFW Compensation Committee, as applicable, as appropriate for materialacquisitions or dispositions of any business or assets of or by the Company or its subsidiaries forsuch fiscal year and thereafter.               3.2.2 Long Term Incentive Plan. During the Term, the Executive shall participatein the M&F Worldwide Corp. 2008 Long Term Incentive Plan (the “LTIP”). The specific terms ofsuch award shall be set forth in an Award Agreement entered into with the Executive on or aboutthe date hereof. If the
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Term is extended, the Executive shall participate in a new Long Term Incentive Plan thatshall commence after the LTIP ends. Notwithstanding the foregoing, to the extent thatSection 162(m) of the Code may be applicable, the LTIP (and any subsequent Long Term IncentivePlan) shall be subject to, and contingent upon, such shareholder approval as is necessary tocause the LTIP to qualify as “performance-based compensation” under Section 162(m) of the Codeand the regulations promulgated thereunder.               3.3 Business Expenses. The Company shall pay or reimburse the Executive for allreasonable expenses actually incurred or paid by the Executive during the Term in the performanceof the Executive’s services under this Agreement, upon presentation of expense statements orvouchers or such other supporting information as the Company customarily may require of itsofficers provided, however, that the maximum amount available for such expensesduring any period may be fixed in advance by the Board.               3.4 Vacation. During the Term, the Executive shall be entitled to a vacation periodor periods of five (5) weeks during any fiscal year taken in accordance with the vacation policy ofthe Company during each year of the Term. Vacation time not used by the end of a year shall beforfeited.               3.5 Fringe Benefits. During the Term, the Executive shall be entitled to all benefitsfor which the Executive shall be eligible under any qualified pension plan, 401(k) plan, groupinsurance or other so-called “fringe” benefit plan which the Company provides to its executiveemployees generally, which benefits may be subject to change to reflect the objectives andrequirements of the Transaction.          4. Termination.               4.1 Death. If the Executive dies during the Term, the Term shall terminate forthwithupon the Executive’s death. The Company shall pay to the Executive’s estate: (i) any Base Salaryearned but not paid; (ii) a pro rated Annual Bonus based on the number of days of the fiscal yearworked by the Executive; (iii) amounts payable under the LTIP in accordance with the terms thereof;and (iv) Annual Bonus for the year prior to the year in which the Executive dies if at the time ofdeath the Executive has earned an Annual Bonus payment for such prior year and has not yet beenpaid such Annual Bonus. The Executive shall have no further rights to any compensation (includingany Base Salary or Annual Bonus) or any other benefits under this Agreement, except as described inSection 3.5 and except to the extent already earned and vested as of the day immediately prior tohis death, or as earned, vested, or accrued by virtue of his death.               4.2 Disability. If, during the Term the Executive is unable to perform his dutieshereunder due to a physical or mental incapacity for a period of 6 months within any 12 monthperiod (hereinafter a “Disability”), the Company shall have the right at any timethereafter to terminate the Term upon sending written notice of termination to the Executive. Ifthe Company elects to terminate the Term by reason of
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Disability, the Company shall pay to the Executive promptly after the notice of termination:(i) any Base Salary earned but not paid, (ii) a pro rated Annual Bonus based on the number of daysof the fiscal year worked by the Executive until the date of the notice of termination, (iii)amounts payable under the LTIP in accordance with the terms thereof, and (iv) Annual Bonus for theyear prior to the year in which the Executive is terminated if at the time of termination theExecutive has earned an Annual Bonus payment for such prior year and has not yet been paid suchAnnual Bonus, in each case less any other benefits payable to the Executive under any disabilityplan provided for hereunder or otherwise furnished to the Executive by the Company. The Executiveshall have no further rights to any compensation (including any Base Salary or Annual Bonus) or anyother benefits under this Agreement except to the extent already earned and vested as of the dayimmediately prior to his termination by reason of Disability, or as earned, vested, or accrued byvirtue of his Disability.               4.3 Cause. The Company may at any time by written notice to the Executive terminatethe Term for “Cause” (as defined below) and, upon such termination, this Agreement shall terminateand the Executive shall be entitled to receive no further amounts or benefits hereunder, except forany Base Salary earned but not paid prior to such termination. For the purposes of this Agreement,“Cause” means: (i) continued neglect by the Executive of the Executive’s duties hereunder,(ii) continued incompetence or unsatisfactory attendance, (iii) conviction of any felony, (iv)violation of the rules, regulations, procedures or instructions relating to the conduct ofemployees, directors, officers and/or consultants of the Company, (v) willful misconduct by theExecutive in connection with the performance of any material portion of the Executive’s dutieshereunder, (vi) breach of fiduciary obligation owed to the Company or commission of any act offraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, (vii)breach of any provision of this Agreement, including any non-competition, non-solicitation and/orconfidentiality provisions hereof, (viii) any act that has a material adverse effect upon thereputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonableorder, policy or rule that constitutes material insubordination, (x) engaging in any discriminatoryor sexually harassing behavior or (xi) using, possessing or being impaired by or under theinfluence of illegal drugs or the abuse of controlled substances or alcohol on the premises of theCompany or any of its subsidiaries or affiliates or while working or representing the Company orany of its subsidiaries or affiliates. A termination for Cause by the Company of any of the eventsdescribed in clauses (i), (ii), (iv), (ix), (x) and (xi) shall only be effective on 15 days advancewritten notification, providing Executive the opportunity to cure, if reasonably capable of curewithin said 15-day period; provided, however, that no such notification is required if the Causeevent is not reasonably capable of cure or the Board determines that its fiduciary obligationrequires it to effect a termination of Executive for Cause immediately.               4.4 Termination by Company without Cause or by the Executive for Good Reason. If theExecutive’s employment is terminated by the Company without Cause (other than by reason of death orDisability) or by the Executive for Good Reason (as defined below), the Executive shall receive:(i) as severance pay, an amount equal to one and one-half times the Base Salary payable ininstallments in
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accordance with the Company’s normal payroll practices, (ii) continuation for a 12-monthperiod following the date of termination of group health plan benefits to the extent authorized byand consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of theregular premium for such benefits shared in the same relative proportion by the Company and theEmployee as in effect on the date of termination, (iii) pro-rated Annual Bonus for the year inwhich termination occurred if the Executive would have been eligible to receive such bonushereunder (including due to satisfaction by the Company of performance milestones) had theExecutive been employed at the time such Annual Bonus is normally paid, which pro-rated AnnualBonus will be paid at the time and in the manner such Annual Bonus is paid to other executivesreceiving such bonus payment, (iv) Annual Bonus for the year prior to the year in which theExecutive is so terminated if at the time of termination the Executive has earned an Annual Bonuspayment for such prior year and has not yet been paid such due to such termination, which prioryear Annual Bonus will be paid at the time and in the manner such prior year Annual Bonus is paidto other executives receiving such prior year Annual Bonus and (v) amounts payable, if any, underthe LTIP in accordance with the terms thereof. The Executive shall have no further rights to anycompensation (including any Base Salary or Annual Bonus) or any other benefits under thisAgreement. For purposes of this Agreement, “Good Reason” means, without the advancewritten consent of the Executive: (i) a reduction in Base Salary, unless such reduction is madegenerally to other senior executives of the Company, or (ii) a material and continuing reduction inthe Executive’s responsibilities, provided, that a change in reporting responsibilitiesshall not constitute Good Reason and furtherprovided that a termination by theExecutive for Good Reason shall be effective only if the Executive provides the Company withwritten notice specifying the event which constitutes Good Reason within thirty (30) days followingthe occurrence of such event or date Executive became aware or should have become aware of suchevent and the Company fails to cure the circumstances giving rise to Good Reason within 30 daysafter such notice.               4.5 Termination by Executive other than for Good Reason. The Executive is required toprovide the Company with 30 days prior written notice of termination to the Company. Subject toSection 4.4, upon termination of employment by the Executive, the Executive shall receive any BaseSalary earned but not paid prior to such termination and shall have no further rights to anycompensation (including any Base Salary or Annual Bonus) or any other benefits under thisAgreement, except to the extent already earned and vested as of the day immediately prior to suchtermination.               4.6 Release. Notwithstanding any other provision of this Agreement to the contrary,the Executive acknowledges and agrees that any and all payments, other than payment of any accruedand unpaid Base Salary to which the Executive is entitled under this Section 4 are conditioned uponand subject to the Executive’s execution of a general waiver and release (for the avoidance ofdoubt, the restrictive covenants contained in Section 5 of this Agreement shall survive thetermination of this Agreement) in such form as may be prepared by the Company, of all claims,except for such matters covered by provisions of this Agreement which expressly survive thetermination of this Agreement.
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               4.7 Section 409A. Notwithstanding the foregoing provisions of this Section 4, if anypayments or benefits due to the Executive hereunder would cause the application of an acceleratedor additional tax under Section 409A of the Code such payments or benefits shall be restructured ina manner which does not cause such an accelerated or additional tax. Without limiting theapplication of the preceding sentence, any payment of money due hereunder which is delayed in orderto avoid the application of Section 409A of the Code (e.g., a six-month delay in the commencementof severance pay, if necessary, if at the time of the Executive’s termination of employment he is a“specified employee,” as defined in Section 409A of the Code) shall be paid as soon as possiblewithout causing the application of Section 409A of the Code.          5. Protection of Confidential Information; Restrictive Covenants.               5.1 From the Effective Date, the Company will share with Executive confidential and tradesecret information regarding not only the Company but also its subsidiaries and affiliates. Inview of the fact that the Executive’s work for the Company will bring the Executive into closecontact with many confidential affairs of the Company not readily available to the public, tradesecret information and plans for future developments, the Executive agrees:               5.1.1 To keep and retain in the strictest confidence all confidential matters of theCompany, including, without limitation, “know how”, trade secrets, customer lists, pricingpolicies, operational methods, technical processes, formulae, inventions and research projects,other business affairs of the Company, and any material confidential information whatsoeverconcerning any director, officer, employee, shareholder, partner, customer or agent of theCompany or their respective family members learned by the Executive heretofore or hereafter,and not to disclose them to anyone outside of the Company, either during or after theExecutive’s employment with the Company, except in the course of performing the Executive’sduties hereunder or with the Company’s express written consent. The foregoing prohibitionsshall include, without limitation, directly or indirectly publishing (or causing, participatingin, assisting or providing any statement, opinion or information in connection with thepublication of) any diary, memoir, letter, story, photograph, interview, article, essay,account or description (whether fictionalized or not) concerning any of the foregoing,publication being deemed to include any presentation or reproduction of any written, verbal orvisual material in any communication medium, including any book, magazine, newspaper,theatrical production or movie, or television or radio programming or commercial; and               5.1.2 To deliver promptly to the Company on termination of the Executive’s employment bythe Company, or at any time the Company may so request, all memoranda, notes, records, reports,manuals, drawings, blueprints and other documents (and all copies thereof), including datastored in computer memories or on other media used for electronic storage or retrieval,relating to the Company’s business and all property associated therewith, which the Executivemay then possess or have under the Executive’s control, and not retain any copies, notes orsummaries; provided Executive shall be entitled to keep a copy of this
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Agreement and compensation and benefit plans to which Executive is entitled to receivebenefits thereunder.               5.2 In support of Executive’s commitments to maintain the confidentiality of the Company’sconfidential and trade secret information, during (i) the Term, and (ii) for a period of two yearsfollowing termination of the Executive’s employment for any reason (the “RestrictedPeriod”), the Executive shall not in the United States and in any non-US jurisdiction where theCompany may then do business: (a) directly or indirectly, enter the employ of, or render anyservices to, any person, firm or corporation engaged in any business competitive with the businessof the Company or of any of its subsidiaries or affiliates; (b) engage in such business on theExecutive’s own account; and the Executive shall not become interested in any such business,directly or indirectly, as an individual, partner, shareholder, director, officer, principal,agent, employee, trustee, consultant, or in any other relationship or capacity; (c) solicit orencourage (or cause to be solicited or encouraged) or cause any client, customer or supplier of theCompany to cease doing business with the Company, or to reduce the amount of business such client,customer or supplier does with the Company or (d) solicit or encourage (or cause to be solicited orencouraged) to cease to work with the Company, or hire (or cause to be hired), any person who is anemployee of or consultant then under contract with the Company or who was an employee of orconsultant then under contract with the Company within the six month period preceding such activitywithout the Company’s written consent; provided, however, that this clause (d) shall notapply during the Restricted Period to a consulting or advisory firm which is also then currentlyengaged or under a retainer relationship (in each case, without any action by the Executive,whether directly or indirectly) by a subsequent employer of the Executive.               5.3 If the Executive commits a breach, or poses a serious and objective threat to commit abreach, of any of the provisions of Sections 5.1 or 5.2 hereof, the Company shall have thefollowing rights and remedies:               5.3.1 The right and remedy to have the provisions of this Agreement specifically enforcedby any court having equity jurisdiction, it being acknowledged and agreed that any such breachor threatened breach will cause irreparable injury to the Company and that money damages willnot provide an adequate remedy to the Company;               5.3.2 The right and remedy to require the Executive to account for and pay over to theCompany all compensation, profits, monies, accruals, increments or other benefits derived orreceived by the Executive as the result of any transactions constituting a breach of any of theprovisions of the preceding paragraph, and the Executive hereby agrees to account for and payover such benefits to the Company. Each of the rights and remedies enumerated above shall beindependent of the other, and shall be severally enforceable, and all of such rights andremedies shall be in addition to, and not in lieu of, any other rights and remedies availableto the Company under law or in equity; and
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               5.3.3 In addition to any other remedy which may be available (i) at law or in equity, or(ii) pursuant to any other provision of this Agreement, the payments by the Company of BaseSalary and the regular premium for group health benefits pursuant to Section 4.4 will cease asof the date on which such violation first occurs. In addition, if the Executive breaches anyof the covenants contained in Sections 5.1 and 5.2 and the Company obtains injunctive reliefwith respect thereto (that is not later reversed or otherwise terminated or vacated by judicialorder), the period during which the Executive is required to comply with that particularcovenant shall be extended by the same period that the Executive was in breach of such covenantprior to the effective date of such injunctive relief.               5.4 If any of the covenants contained in Sections 5.1 or 5.2, or any part thereof, hereafterare held by a court to be invalid or unenforceable, the same shall not affect the remainder of thecovenant or covenants, which shall be given full effect, without regard to those portions foundinvalid.               5.5 If any of the covenants contained in Sections 5.1 or 5.2, or any part thereof, are held tobe unenforceable because of the duration of such provision or the area covered thereby, the partiesagree that the court making such determination shall have the power to reduce the duration and/orarea of such provision and, in its reduced form, said provision shall then be enforceable.               5.6 The Executive agrees (whether during or after the Executive’s employment with the Company)not to issue, circulate, publish or utter any false or disparaging statements, remarks or rumorsabout the Company or its affiliates or the officers, directors, managers, customers, partners, orshareholders of the Company or its affiliates unless giving truthful testimony under subpoena.               5.7 For purposes of this Section 5 only, the term “Company” includes the Company and itssubsidiaries and affiliates which are related to the businesses of Harland Clarke Holdings.          6. Inventions and Patents.               6.1 The Executive agrees that all processes, technologies and inventions (collectively,“Inventions”), including new contributions, improvements, ideas and discoveries, whetherpatentable or not, conceived, developed, invented or made by him during the Term shall belong tothe Company, provided that such Inventions grew out of the Executive’s work with theCompany or any of its subsidiaries or affiliates, are related in any manner to the business(commercial or experimental) of the Company or any of its subsidiaries or affiliates or areconceived or made on the Company’s time or with the use of the Company’s facilities or materials.The Executive shall further: (a) promptly disclose such Inventions to the Company; (b) assign tothe Company, without additional compensation, all patent and other rights to such Inventions forthe United States and foreign countries; (c) sign all papers necessary to carry out the foregoing;and (d) give testimony in support of the Executive’s inventorship.
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               6.2 If any Invention is described in a patent application or is disclosed to third parties,directly or indirectly, by the Executive within two years after the termination of the Executive’semployment by the Company, it is to be presumed that the Invention was conceived or made during theTerm.               6.3 The Executive agrees that the Executive will not assert any rights to any Invention ashaving been made or acquired by the Executive prior to the date of this Agreement, except forInventions, if any, disclosed to the Company in writing prior to the date hereof.          7. Intellectual Property.          The Company shall be the sole owner of all the products and proceeds of the Executive’sservices hereunder, including, but not limited to, all materials, ideas, concepts, formats,suggestions, developments, arrangements, packages, programs and other intellectual properties thatthe Executive may acquire, obtain, develop or create in connection with and during the Term, freeand clear of any claims by the Executive (or anyone claiming under the Executive) of any kind orcharacter whatsoever (other than the Executive’s right to receive payments hereunder). TheExecutive shall, at the request of the Company, execute such assignments, certificates or otherinstruments as the Company may from time to time deem necessary or desirable to evidence,establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to anysuch properties.          8. Notices.          All notices, requests, consents and other communications required or permitted to be givenhereunder shall be in writing and shall be deemed to have been duly given if delivered personally,sent by overnight courier or mailed first class, postage prepaid, by registered or certified mail(notices mailed shall be deemed to have been given on the date mailed), as follows (or to suchother address as either party shall designate by notice in writing to the other in accordanceherewith):If to the Company, to:Harland Clarke Holdings Corp.10931 Laureate DriveSan Antonio, TX 78249Attn: Senior Vice President Human ResourcesIf to the Executive, to:Such address as shall most currently appear on the records of theCompany.
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          9. Governing Law; Dispute Resolution.               9.1 It is the intent of the parties hereto that all questions with respect to the constructionof this Agreement and the rights and liabilities of the parties hereunder shall be determined inaccordance with the laws of the State of Delaware, without regard to principles of conflicts oflaws thereof that would call for the application of the substantive law of any jurisdiction otherthan the State of Delaware.               9.2 Each party irrevocably agrees for the exclusive benefit of the other that any and allsuits, actions or proceedings relating to Section 5 of this Agreement (a “Proceeding”)shall be maintained in either the courts of the State of Delaware or the federal District Courtssitting in Bexar County, Texas or Wilmington, Delaware (collectively, the “Chosen Courts”)and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle anysuch Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Eachparty irrevocably waives any objection that it may have now or hereafter to the laying of the venueof any Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in aninconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in theChosen Courts shall be conclusive and binding upon it and may be enforced in the courts of anyother jurisdiction.               9.3 Each of the parties hereto agrees that this Agreement involves at least $100,000 and thatthis Agreement has been entered into in express reliance on Section 2708 of Title 6 of the DelawareCode. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extentsuch party is not otherwise subject to service of process in the State of Delaware, it will appoint(and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agentfor acceptance of legal process and notify the other parties hereto of the name and address of saidagent, (ii) that service of process may also be made on such party by pre-paid certified mail witha validated proof of mailing receipt constituting evidence of valid service sent to such party atthe address set forth in Section 8 of this Agreement, as such address may be changed from time totime pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, tothe fullest extent permitted by applicable law, have the same legal force and effect as if servedupon such party personally within the State of Delaware.               9.4 Any controversy or claim arising out of or related to any other provision of thisAgreement shall be settled by final, binding and non-appealable arbitration in Bexar County, Texasor Wilmington, Delaware by a single arbitrator. Subject to the following provisions, thearbitration shall be conducted in accordance with the applicable rules of JAMS then in effect. Anyaward entered by the arbitrator shall be final, binding and nonappealable and judgment may beentered thereon by either party in accordance with applicable law in any court of competentjurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shallhave no authority to modify any provision of this Agreement or to award a remedy for a disputeinvolving this Agreement other than a benefit specifically provided under or by virtue of theAgreement. Each party shall be responsible for its own expenses relating to the conduct
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of the arbitration or litigation (including reasonable attorneys’ fees and expenses) and shallshare the fees of JAMS and the arbitrator, if applicable, equally.          10. General.               10.1 JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURYTRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTIVE’SEMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.               10.2 Continuation of Employment. Unless the parties otherwise agree in writing,continuation of the Executive’s employment with the Company beyond the expiration of the Term shallbe deemed an employment at will and shall not be deemed to extend any of the provisions of thisAgreement, and Executive’s employment may thereafter be terminated “at will” by the Executive orthe Company and Executive will be entitled to fringe benefits which the Executive is eligible toreceive for so long as the Executive continues to be employed with the Company and the Executiveshall be eligible for severance in accordance with the terms of the Company’s severance policy thenin effect.               10.3 Headings. The section headings contained herein are for reference purposes onlyand shall not in any way affect the meaning or interpretation of this Agreement.               10.4 Entire Agreement. This Agreement sets forth the entire agreement andunderstanding of the parties relating to the Executive’s employment by the Company, and supersedesall prior agreements, arrangements and understandings, written or oral, relating to the Executive’semployment by the Company and its affiliates including without limitation any severance, retention,change in control or similar types of benefits; provided, however, that the Executive’saward under the Harland 2007 Long Term Incentive Plan in the maximum aggregate amount of $96,240shall not be prejudiced by the terms of this Agreement and shall be administered in accordance withthe terms of such award in effect immediately prior to the date hereof (which for the avoidance ofdoubt is not accelerated as a result of the Transaction). Furthermore, except as stated above, theExecutive acknowledges and agrees that any prior employment agreement is terminated in its entiretyand the Executive has no further right to any payments or benefits thereunder. No representation,promise or inducement has been made by either party that is not embodied in this Agreement, andneither party shall be bound by or liable for any alleged representation, promise or inducement notso set forth.               10.5 Assignment. This Agreement, and the Executive’s rights and obligationshereunder, may not be assigned by the Executive. The Company may assign its rights, together withits obligations, hereunder (i) to any affiliate or (ii) to third parties in connection with anysale, transfer or other disposition of all or substantially all of the business or assets of theCompany; in any event the obligations of the Company
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hereunder shall be binding on its successors or assigns, whether by merger, consolidation oracquisition of all or substantially all of its business or assets.               10.6 Waiver. This Agreement may be amended, modified, superseded, canceled, renewedor extended and the terms or covenants hereof may be waived, only by a written instrument executedby all of the parties hereto, or in the case of a waiver, by the party waiving compliance. Thefailure of either party at any time or times to require performance of any provision hereof shallin no manner affect the right at a later time to enforce the same. No waiver by either party ofthe breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, inany one or more instances, shall be deemed to be, or construed as, a further or continuing waiverof any such breach, or a waiver of the breach of any other term or covenant contained in thisAgreement.               10.7 Withholding Taxes. The Company may withhold from any amounts payable under thisAgreement such federal, state, local and other taxes as may be required to be withheld pursuant toany applicable law or regulation.          11. Subsidiaries and Affiliates.               11.1 As used herein, the term “subsidiary” shall mean any corporation or otherbusiness entity controlled directly or indirectly by the corporation or other business entity inquestion, and the term “affiliate” shall mean and include any corporation or other businessentity directly or indirectly controlling, controlled by or under common control with thecorporation or other business entity in question. WITNESS WHEREOF, the parties have executed thisAgreement as of the date first above written.      HARLAND FINANCIAL SOLUTIONS INC.