2. Term of Employment; Certain Post-Term Benefits.               2.1 The Term. This Agreement and the term of the Executive’s employment under thisAgreement (the “Term”) shall become effective as of January 1, 2008 (the “EffectiveDate”) and will continue until December 31, 2009 (the “Termination Date”), subject toearlier termination pursuant to Section 4.               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 nine months 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 $500,000 (effective January1, 2008) less such deductions or amounts to be withheld as required by applicable law andregulations (the “Base Salary”). In the event that the Company, in its sole discretion,from time to time determines to increase the Base Salary, such increased amount shall, from andafter the effective date of the increase, 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 Harland Clarke Business achieves “Consolidated EBITDA” (as defined below) of at leastthe percentage set forth in the table below of its business plan for such fiscal year, suchbonus shall be the percentage set forth in the table below of Base Salary with respect
 

 
to the fiscal year for which the bonus (any such bonus, an “Annual Bonus”) wasearned:   **Percentage of Consolidated** **Percentage of Base****EBITDA in Business Plan** **Salary**89.9% and below      Nil  90 - 94.9         90 95 - 99.9         95100 – 105      100105.1 – 110 105.56110.1 – 115 111.11115.1 – 120 116.67120.1 – 125 122.22125.1 – 130 127.78130.1 – 135 133.33135.1 – 140 138.89140.1 – 145 144.44145.1 and over      150     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 Harland Clarke Business plus,without duplication, the sum of (i) depreciation and amortization expense (excluding amounts ofprepaid incentives under customer contracts), (ii) any extraordinary non-cash expenses or losses,(iii) any costs and expenses incurred in connection with the Transaction, (iv) allocation of feescharged by MFW or a subsidiary to the Company relating to the operation of the Harland ClarkeBusiness and (v) all restructuring costs (as defined under U.S. generally accepted accountingprinciples), in the case of clauses (i) through (v) above, solely with respect to the HarlandClarke Business, and minus (x) to the extent included in the statement of such consolidated netincome for such period, the sum of any extraordinary or non-recurring income or gains (including,whether or not otherwise includable as a separate item in the statement of such consolidatedoperating income for such period, gains on the sales of assets outside of the ordinary course ofbusiness), and (y) any cash payments made during such period
 

 
in respect of items described in clause (ii) above subsequent to the fiscal quarter in which therelevant non-cash expenses or losses were reflected as a charge in the statement of consolidatedoperating income, in the case of clauses (x) and (y) above, solely with respect to the HarlandClarke Business, all as determined on a consolidated basis, all of the foregoing to be determinedby the Board or the MFW Compensation Committee, as applicable. For the purposes of determiningcompensation milestones for any fiscal year, Consolidated EBITDA will be adjusted by the Board orthe MFW Compensation Committee, as applicable, as appropriate for material acquisitions ordispositions of any business or assets of or by the Harland Clarke Business or its subsidiaries forsuch fiscal year and thereafter.               3.2.2 New Long Term Incentive Plan. During the Term, the Executive shallparticipate in the M&F Worldwide Corp. 2008 Long Term Incentive Plan Award Agreement forParticipating Executives of the “Harland Clarke business” (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 Term is extended, the Executive shall participate in a new Long TermIncentive Plan that shall commence after the LTIP ends. Notwithstanding the foregoing, to theextent that Section 162(m) of the Code may be applicable, the LTIP (and any subsequent LongTerm Incentive Plan) shall be subject to, and contingent upon, such shareholder approval as isnecessary to cause the LTIP to qualify as “performance-based compensation” under Section 162(m)of the Code and the regulations promulgated thereunder               3.2.3 Existing Long Term Incentive Plan. The Executive’s existing Long TermIncentive Plan Award pursuant to the MFW 2005 Long Term Incentive Plan (the “PriorLTIP”) shall be cancelled in exchange for the cash payments in the next sentence. Forfiscal year 2006, Executive shall receive a cash payment of $350,829 (based on reported resultsfor 2006) and for fiscal year 2007 Executive shall receive a cash payment in an amount approvedby the MFW Compensation Committee (collectively, the “Prior LTIP Payments”). The PriorLTIP Payments shall be paid to Executive as soon as practicable in order to avoid applicationof an additional or accelerated tax under Section 409A of the Code (as more fully set forth inSection 4.7 herein). For the avoidance of doubt, after Executive receives the Prior PlanPayments, Executive shall have no further right to any payment in respect of his Award underthe Prior LTIP and the Prior LTIP shall be cancelled, effective not later than December 31,2007.               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 thereofand (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(including any Base Salary or Annual Bonus) or any other benefits under this Agreement, except tothe extent already earned and vested as of the day immediately prior to his 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 Disability, the Company shall pay to theExecutive promptly after the notice of termination: (i) any Base Salary earned but not paid, (ii) apro rated Annual Bonus based on the number of days of the fiscal year worked by the Executive untilthe date of the notice of termination, (iii) amounts payable under the LTIP in accordance with theterms thereof, 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 and (iv) AnnualBonus for the year prior to the year in which the Executive is terminated if at the time oftermination the Executive has earned an Annual Bonus payment for such prior year and has not yetbeen paid such Annual Bonus. The Executive shall have no further rights to any compensation(including any Base Salary or Annual Bonus) or any other benefits under this Agreement except tothe extent already earned and vested as of the day immediately prior to his termination by reasonof Disability, or as earned, vested, or accrued by virtue 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 for any Base Salary earned but not paid priorto such termination. For the purposes of this Agreement, “Cause” means: (i) continuedneglect by the Executive of the Executive’s duties hereunder, (ii) continued incompetence orunsatisfactory attendance, (iii) conviction of any felony, (iv) violation of the rules,regulations, procedures or instructions relating to the conduct of employees, directors, officersand/or consultants of the Company, (v) willful misconduct by the Executive in connection with theperformance of any material portion of the Executive’s duties hereunder, (vi) breach of fiduciaryobligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty ordefalcation, or usurpation of a Company opportunity, (vii) breach of any provision of thisAgreement, including any non-competition, non-solicitation and/or confidentiality provisionshereof, (viii) any act that has a material adverse effect upon the reputation of and/or the publicconfidence in the Company, (ix) failure to comply with a reasonable order, policy or rule thatconstitutes material insubordination, (x) engaging in any discriminatory or sexually harassingbehavior, or (xi) using, possessing or being impaired by or under the influence of illegal drugs orthe abuse of controlled substances or alcohol on the premises of the Company or any of itssubsidiaries or affiliates or while working or representing the Company or any of its subsidiariesor affiliates. A termination for Cause by the Company of any of the events described in clauses(i), (ii), (iv), (ix), (x) and (xi) shall only be effective on 15 days advance writtennotification, providing Executive the opportunity to cure, if reasonably capable of cure withinsaid 15-day period; provided, however, that no such notification is required if the Cause event isnot reasonably capable of cure or the Board determines that its fiduciary obligation requires it toeffect 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 accordance with the Company’s normal payroll practices, (ii) continuation for a12-month period following the date of termination of group health plan benefits to the extentauthorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with thecost of the regular premium for such benefits shared in the same relative proportion by the Companyand the Employee as in effect on the date of termination, (iii) pro-rated Annual Bonus for the yearin which 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 this Agreement. Forpurposes of this Agreement, “Good Reason” means, without the advance written consent of theExecutive: (i) a reduction in Base Salary or (ii) a material and continuing reduction in theExecutive’s responsibilities, provided, that a termination by the Executive for Good Reasonshall be effective only if the Executive provides the Company with written notice specifying theevent which constitutes Good Reason within thirty (30) days following the occurrence of such eventor date Executive became aware or should have become aware of such event and the Company fails tocure the circumstances giving rise to Good Reason within 30 days after 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.               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 Agreement andcompensation and benefit plans to which Executive is entitled to receive benefits 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 eighteenmonths following 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 activity without the Company’swritten consent, provided however that this clause (d) shall not apply during the Restricted Periodto a consulting or advisory firm which is also then currently engaged or under a retainerrelationship (in each case, without any action by the Executive, whether directly or indirectly) bya 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               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/or area 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.               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 other instruments as the Company mayfrom time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect,enforce or defend its right, title or interest in or to any such 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:If to Harland Clarke Holdings Corp.