First Amendment to the Employment
Agreement
FIRST
AMENDMENT, dated as of, and effective, December 31, 2008 (this
“Amendment”), to the Employment Agreement dated as of
February 13, 2008 (the “Agreement”) by and between
Harland Clarke Holdings Corp., a Delaware corporation (the
“Company”) and Peter Fera (the
“Executive”).
WHEREAS,
the parties desire to amend the Agreement in certain respects; and
agree that all other terms and conditions of the Agreement shall
otherwise remain in place, except as expressly amended
herein.
NOW,
THEREFORE, for valuable consideration, receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound
hereby, the parties do hereby agree as follows, effective as of the
date set forth below:
1. The
following phrase shall be added to Section 4.1(ii) of the
Agreement after the word “Executive” and to
Section 4.2(ii) of the Agreement after the word
“termination”:
“, which
pro-rated Annual Bonus will be paid at the time and in the manner
such Annual Bonus is paid to other executives receiving such bonus
payment”
2. The
following phrase shall be added to each of Sections 4.1(iv)
and 4.2(iv) of the Agreement, in each case after the phrase
“paid such Annual Bonus”:
“, which
prior year Annual Bonus will be paid at the time and in the manner
such prior year Annual Bonus is paid to other executives receiving
such prior year Annual Bonus”
3. The
following sentence shall be added to the end of
Section 4.6:
“Notwithstanding
anything to the contrary, the severance payments and benefits are
conditioned on the Executive’s execution, delivery and
nonrevocation of the general waiver and release of claims within
fifty-five days following the Executive’s termination of
employment (the “ Release Condition ”). Payments
and benefits will commence five business days after the Release
Condition is satisfied.”
4. Section 4.7
is amended and restated in its entirety as follows:
4.7.1 This
Agreement is intended to satisfy the requirements of
Section 409A of the Code (“ Section 409A
”) with respect to amounts, if any, subject thereto and shall
be interpreted and construed and shall be performed by the parties
consistent with such intent. If either party notifies the other in
writing that one or more or the provisions of this Agreement
contravenes any Treasury Regulations or guidance promulgated under
Section 409A or causes any amounts to be subject to interest,
additional tax or penalties under Section 409A, the parties
shall agree to negotiate in
