AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on the dates signified on the signature pages hereto, and is to be effective on December 19, 2008 (the “Effective Date”), by and between Ennis, Inc. (“Ennis” or the “Company”) and Michael D. Magill (“Executive”) (Executive together with Company are the “Parties”). This Agreement amends and restates that certain Employment Agreement dated April 21, 2006 between Michael D. Magill and Company (the “Original Agreement”).

     WHEREAS, Company desires to continue to employ Executive as Executive Vice President and Treasurer, and Executive desires to continue to be employed by Company in said capacity without distraction by employment-related uncertainties, and Company considers such employment to be a vital element to protecting and enhancing the best interests of Company, its subsidiaries and shareholders;

     WHEREAS, Company and Executive are Parties to the Original Agreement; and

     WHEREAS, Company and Executive wish to amend and restate the Original Agreement in its entirety to set forth in writing the terms and conditions of their understandings and agreements whereby Executive will continue to be employed by Company for the period set forth below commencing on the Effective Date (subject to the provisions of Section 4 below);

     NOW, THEREFORE in consideration of the mutual covenants set forth herein and other good and valuable consideration, the Parties agree as follows:

     1.  POSITION/DUTIES .

     (a) Company agrees to employ Executive in the position of Executive Vice President (“EVP”). Executive shall serve and perform the duties which may from time to time be assigned to him by Company’s Board of Directors (“Board”), its Chairman or the Chief Executive Officer (“CEO”). Executive shall exercise the authority and assume the responsibilities of an executive of a company the size and nature of Ennis, and other duties as the Board, its Chairman, or the CEO may prescribe consistent with a Company the size and nature of Ennis.

     (b) Executive agrees to serve as EVP and agrees that he will devote his best efforts and all his business time and attention to all facets of the business of Company and will faithfully and diligently carry out the duties of EVP. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations, including but not limited to, those applicable to Company.

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     (c) Company may from time to time designate Executive as an officer of any current or future subsidiary and, in such event, should use its best efforts to fairly allocate Executive’s compensation among itself and such other subsidiary or subsidiaries either through multiple direct payroll checks to Executive or by inter-company reimbursements, in any case consistent with any applicable regulations or any regulatory policies.

     (d) Executive agrees to office attendance and hours consistent with the duties and obligations of an executive of a company of such size and nature as Ennis, and further agrees to travel as necessary to perform his duties under this Agreement.

     2.  TERM .

     Subject to earlier termination in accordance with the provisions of Section 4 of this Agreement, Executive shall be employed by Company for an initial period commencing on the Effective Date and ending on December 31, 2010 (the “Term”); provided that the Term shall be automatically extended for successive one-year periods thereafter unless, no later than sixty (60) days prior to the expiration of the Term, or any such successive 1-year renewal period, either Party shall provide to the other Party written notice of its or his desire not to extend the Term.

     3.  COMPENSATION, BENEFITS AND REIMBURSEMENT OF EXPENSES .

     Company shall compensate Executive for the services rendered under this Agreement as follows:

     (a) Base . During the Term, Company shall pay Executive an annual base salary to be determined by the Board or the Compensation Committee thereof (“Base Salary”). The Base Salary shall initially be set at $460,000 per year. The Base Salary shall be payable in equal bi-weekly installments (less applicable withholding) and in accordance with customary payroll practices of Company for the payment of executives.

     (b) Bonus Opportunities . In addition to the Base Salary, Executive shall also be eligible to participate in and receive compensation as may be determined by the Board or the Compensation Committee thereof (“Discretionary Bonus”), pursuant to Executive Annual Incentive Plan, or any subsequent plan. The Discretionary Bonus is not an accrued right under this Agreement.

     (c) Stock Options or Other Form of Additional Consideration . Executive will be eligible to participate in and may receive from time to time stock options or other forms of long-term incentive compensation arrangements subject to the discretion of the Board or the Compensation Committee thereof. The stipulations regarding the granting of these awards and their exercise by

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Executive will be defined in the Long-Term Incentive Plan or in other plans or actions of the Board or the Compensation Committee thereof.

     (d) Expenses . Company will pay or reimburse Executive for all normal and reasonable travel and entertainment expenses incurred by Executive in connection with Executive’s responsibilities to Company upon submission of proper vouchers in accordance with Company’s expense reimbursement policy, as set forth in the Ennis, Inc. Employee Reimbursable Expense Policy, effective January 1, 2008, or any thereafter adopted replacement expense reimbursement policies. Any reimbursement that would constitute non-qualified deferred compensation subject to Section 409A shall be subject to the following additional rules:

     (i) No reimbursement of any such expense shall affect Executives right to reimbursement of any other such expense in any other taxable year;

     (ii) Reimbursement of expense should be made, if at all, not later than the end of the calendar year following the calendar year in which the expense was incurred; and

     (iii) The right to reimbursement shall not be subject to liquidation or exchange for any other benefit.

     (e) Benefits . Company shall make available to Executive, throughout the Term, benefits as are generally provided by Company to its executive officers, including but not limited to any group, health, dental, vision, disability or accident, insurance, pension plan, profit sharing plan, retirement savings plan, 401(k) plan, or such other benefit plan or policy which may presently be in effect or which may hereafter be adopted by Company for its executive officers and key management personnel; provided, however, that nothing herein contained shall be deemed to require Company to adopt or maintain any particular plan or policy.

     (f) Vacation . Executive shall be entitled to paid vacation during each calendar year during the Term, consistent with policies and amounts then applicable to executive officers.

     (g) Holidays . Executive shall further be entitled to paid holidays, personal days, and sick days consistent with the policies then applicable to executive officers.

     4.  TERMINATION .

     (a) Termination by Company Without Cause . Company may at any time terminate the Term and Executive’s employment hereunder without Cause (and other than due to death or Disability). If Company terminates the

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Term and Executive’s employment hereunder pursuant to this Section 4(a) prior to end of the Term, as the same may have been extended or renewed pursuant to Section 2, Company shall pay Executive all accrued but unpaid Base Salary, and any earned but unpaid Discretionary Bonus for the prior year, if any, (“Accrued Compensation”) as soon as reasonably practicable following such termination. In addition, and subject to Section 7, Company shall also pay Executive a severance payment (the “Severance Payment”) equal to the greater of the amount of Base Salary through the end of the Term or one (1) times the sum of (i) Executive’s then annual Base Salary plus (ii) an amount equal to Executive’s Discretionary Bonus for the immediately preceding fiscal year. In addition, in the event of a termination pursuant to this Section 4(a) or Section 4(c) below, any unvested stock options or other equity-awards granted to Executive under any plan, initiative, or award plan previously or subsequently adopted by Company that are outstanding as of the date of such termination shall become fully vested and nonforfeitable. However, notwithstanding any other provision of this Section 4(a), any such stock options granted to Executive that remain unexercised as of the date of their expiration will expire in accordance with the terms of the applicable plan and the relevant stock option agreement. Subject to Sections 4(j) and 7, the Severance Payment will be paid out in bi-weekly payments over a period of one (1) year in accordance with the ordinary payroll practices and deductions of Company.

     (b) Termination by Company for Cause . Company may terminate the Term and Executive’s employment hereunder at any time for Cause. Upon termination of the Term and Executive’s employment hereunder by Company for Cause, Company shall promptly pay Executive his Accrued Compensation. A termination for Cause may be for one or more of the following reasons, which shall be defined as “Cause:”

     (i) Conduct by Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, violations of Company’s policies on sexual harassment, ethics, or any other policies then in effect; misappropriation of funds or property of Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; or other willful misconduct that is below normal industry standards, as determined in the sole reasonable discretion of Company;

     (ii) Continued willful and deliberate non-performance by Executive of his duties hereunder (other than by reason of Executive’s physical or mental illness, incapacity, or disability) where such non-performance continue for more than ten (10) days following written notice of such non-performance unless ten (10) days notice would be futile in correcting issues related to non-performance;

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     (iii) Executive’s refusal or failure to follow lawful directives where such refusal or failure has continued for more than ten (10) days following a written notice of such refusal or failure unless ten (10) days notice would be futile in correcting issues related to non-performance;

     (iv) A criminal or civil conviction of Executive, a plea of nolo contendere by Executive, or other conduct by Executive that, as determined in the sole reasonable discretion of the Board, has resulted in, would result in, if Executive were retained in his position with Company, material injury to the reputation of Company, including, without limitation, conviction or fraud, theft, embezzlement or a crime involving moral turpitude;

     (v) A material breach by Executive of any of the provisions of this Agreement;

     (vi) Ongoing alcohol/drug addition and a failure by Executive to successfully complete a recovery program; or

     (vii) Intentional wrongful disclosure of confidential information of Company or engaging in wrongful competitive activity with Company.

     (c) Termination by Executive for Good Reasons . Executive may terminate the Term and Executive’s employment hereunder for “Good Reason” (as defined below), after providing thirty (30) days written notice to Company, which identifies the Good Reason for Executive’s termination. Upon termination of the Term and Executive’s employment hereunder by Executive for Good Reason, Company shall pay Executive:

     (i) His Accrued Compensation, to be paid as soon as reasonably practicable following such termination; and

     (ii) Subject to Sections 4(j) and 7, the Severance Payment, in periodic bi-weekly payments over a period of one (1) year in accordance with the ordinary payroll practices and deductions of Company.

      Good Reason means any of the following reasons:

     (i) Executive’s removal from his position as EVP other than due to termination of the Term and Executive’s employment hereunder pursuant to Section 4(a) and (b), (d), or (e) of this Agreement; or

     (ii) Company fails to make any payment to Executive required to be made under the terms of this Agreement, as such failure is not cleared within twenty (20) days after Executive provides written notice to Company that provides reasonable detail and nature of the payment.

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      (d) Termination By or of Executive after Change of Control . If at any time during the period commencing 90 days prior to a Change of Control Event and ending 12 months after the Change of Control Event (the “Change of Control Period”), the Executive’s employment is terminated, other than by death, either (i) by the Company other than for Cause as provided in Section 4(b), or (ii) by the Executive for any reason, then in addition to any other amounts payable to the Executive pursuant to this Agreement, other than the Severance Payment, the Company shall pay to Executive, in one lump-sum payment within 30 days after the date of such termination, Accrued Compensation plus an amount equal to two and one half times (2.5x) the sum of (x) Executive’s then annual Base Salary plus (y) and an amount equal to Executive’s Discretionary Bonus for the immediately preceding fiscal year (the “Change of Control Severance Payment”). Subject to Section 4(j), the Change of Control Severance Payment shall be paid in periodic bi-weekly payments over a period of one (1) year in accordance with the ordinary payroll practices of Company. In addition, any unvested stock options or other equity-awards granted to Executive under any plan, initiative, or award plan previously or subsequently adopted by the Company that are outstanding as of the date of such termination shall become fully vested and nonforfeitable; provided that any such stock options granted to Executive that remain unexercised as of the date of their expiration will expire in accordance with the terms of the applicable plan and the relevant stock option agreement. For purposes of this agreement, a “Change of Control Event” shall be deemed to have taken place if one or more of the following occurs:

     (i) Any person or entity other, as that term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, (other than a qualified benefit plan of Company or an affiliate of Company) becomes or is discovered to be a beneficial owner (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof) directly or indirectly or securities of Company representing 30% or more of the combined voting power of Company’s then outstanding securities (unless such person is known by Executive to be already such beneficial owner on the date of this Agreement);

     (ii) Individuals who, as of the Effective Date hereof, constitute the Board of Directors of Company cease for any reason to constitute at least a majority of the respective Board of Directors, unless any such change is approved by a unanimous vote of the respective Board of Directors in office immediately prior to such cessation;

     (iii) The Company or any of its affiliates shall (in a single transaction or a series or related transactions) issue shares, sell or purchase assets, engage in a merger or engage in any other transaction immediately after which securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company

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shall be ultimately owned by person(s) who shall not have owned such securities prior to such transaction or who shall be a party to such transaction;

     (iv) The Company and its affiliates shall sell or dispose of (in a single transaction or series of related transactions) business operations which generated a majority of the consolidated revenues (determined on the basis of Company’s four most recently completed fiscal quarters for which reports have been filed under the Exchange Act) of Company and its subsidiaries immediately prior thereto;

     (v) The Company’s Board of Directors shall approve the distribution to the Company’s shareholders of all or substantially all of Company’s net assets or shall approve the dissolution of the Company; or

     (vi) Any other transaction series of related transactions occur which have substantially the effect of the transactions specified in any of the preceding clauses in this sentence.

     If Executive’s employment is not terminated during the Change of Control Period, then the rights and obligation of the parties for the balance of the term of this Agreement shall be governed by this Agreement exclusive of the provisions contained in this Section 4(d) except that this Section 4(d) shall continue and become applicable for the term of this Agreement if a subsequent Change of Control Event occurs.

     (e) Termination due to Disability . Company may terminate Executive’s employment hereunder due to Executive’s “Disability.” Executive shall be deemed to have sustained a “Disability” if he shall have been unable to perform his duties for more than ninety (90) days in any twelve (12) month period. Upon termination of Executive’s employment hereunder pursuant to this Section 4(e), Company shall promptly pay Executive his Accrued Compensation and any payments to which he may be entitled under any applicable employee benefits plan (according to the terms of such plans and policies).

     (f) Death . The Term and Executive’s employment hereunder will terminate automatically upon Executive’s death. Upon termination of the Term and Executive’s employment hereunder because of Executive’s death, Company shall promptly pay Executive’s estate his Accrued Compensation, and any payments to which Executive’s spouse, beneficiaries or estate may be entitled under any applicable employee benefit plan (according to the terms of such plans and policies).

     (g) Termination COBRA Payment . Upon termination of the Term and Executive’s employment hereunder pursuant to Sections 4 (a), (c), (d) or (e), Company shall pay the cost to Executive as such costs become due for

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continuation coverage under COBRA (hereinafter referred to as the “Termination COBR