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Exhibit
10.6
JOHN H. HARLAND COMPANY
2002 Stock Option Plan
Restricted Stock Agreement
This Restricted Stock Agreement evidences the grant by John H.
Harland
Company (the "Company") of restricted shares of Common Stock of the
Company
("Restricted Stock") to the employee named below ("Employee")
pursuant to
Section 8 of the Company's 2002 Stock Option Plan (the "Plan"). All
of the
terms, conditions and definitions set forth in the Plan are
incorporated herein,
and the grant of the Restricted Stock is subject to all of the
terms and
conditions set forth in the Plan and in this Agreement.
Terms and Conditions
1. Name
of Employee: Timothy C. Tuff
2.
Grant Date. The Grant Date is February 9, 2006.
3.
Number of Shares. The Restricted Stock grant is 15,700 shares.
4.
Voting Rights and Dividends. Employee shall have all shareholder
voting
rights with respect to the Restricted Stock. Upon vesting of
the
Restricted Stock (or any portion thereof) Employee shall have the
right
to receive an amount equal to the cumulative dividends on the
vested
Restricted Stock paid by the Company for the calendar years 2006,
2007
and 2008. Such amount may be paid in cash or in such number of
shares
of Common Stock equal to such cash amount, valued on the basis of
the
closing price of such Common Stock on the date of vesting.
5.
Holding, Vesting and
Transfer of Stock. The
Company shall issue the
--------------------------------------- Restricted Stock in the name
of Employee subject to the condition that the Company will hold
same
until the Restricted
Stock vests. Unless
Employee forfeits the
Rest
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