M&F WORLDWIDE CORP. 2005 LONG TERM INCENTIVEPLAN FORM OF AWARD AGREEMENT FOR PARTICIPATING EXECUTIVES OF CLARKE AMERICAN CORP.

Exhibit 10.2

M&F WORLDWIDE CORP. 2005
LONG TERM INCENTIVE PLAN

FORM OF AWARD AGREEMENT FOR PARTICIPATING EXECUTIVES
OF CLARKE AMERICAN CORP.

THIS AWARD AGREEMENT is made as of the 15th day of December, 2005, between M&F Worldwide Corp. (‘‘M&F’’), Clarke American Corp. (the ‘‘Company’’), and              (the ‘‘Participant’’).

WHEREAS, M&F has adopted the M&F Worldwide Corp. 2005 Long Term Incentive Plan (the ‘‘Plan’’) for, among other things, the purpose of providing certain key executives of the Company a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company; and

WHEREAS, pursuant to the Plan, the Compensation Committee of the Board of Directors of M&F (the ‘‘Committee’’) has determined to grant an award to the Participant subject to the terms, conditions and limitations provided herein and in the Plan (the ‘‘Award’’).

NOW, THEREFORE, the parties hereto agree as follows:

1.    Certain Definitions.    As used in this Agreement, the following terms shall have the meanings as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan:

(a)    ‘‘Award Term’’ means the period beginning on January 1, 2006 and ending on December 31, 2008.

(b)    ‘‘Change of Control’’ shall have the meaning ascribed to such term in the Indenture dated as of December 15, 2005 among the Company, The Bank of New York, and the other parties thereto.

(c)    ‘‘Consolidated EBITDA’’ is the Performance Measure under this Agreement and means the consolidated net income of the Company for the applicable Fiscal Year plus, without duplication and to the extent reflected as a charge in the statement of such consolidated net income for such Fiscal Year, the sum of (i) income tax expense, (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions (to the extent not already captured in interest expense), discounts and other fees and charges associated with indebtedness, (iii) depreciation and amortization expense (excluding amounts of prepaid incentives under customer contracts), (iv) any extraordinary non-cash expenses or losses, (v) any costs and expenses incurred in connection with the acquisition of the Company by M&F or another Affiliate, (vi) any auditing, legal, reporting or administrative expenses incurred by the Company in complying with the Sarbanes-Oxley Act of 2002, as amended, or other reporting obligations required by securities laws applicable to publicly traded corporations (except to the extent such expenses are of a type historically charged to the business in the ordinary course), and (vii) all restructuring costs and minus (i) to the extent included in the statement of such consolidated net income for such period, the sum of (a) interest income, (b) any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated net income for such period, gains on the sales of assets outside of the ordinary course of business), and (c) income tax credits (to the extent not netted from income tax expense) and (ii) any cash payments made during such period in respect of items described in clause (iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of consolidated net income, all as determined on a consolidated basis, all of the foregoing to be determined by the Committee with a view to consistency with management projections disclosed as presented to M&F in that certain Confidential Management Presentation dated August 2005. Consolidated EBITDA will be adjusted by the Committee, as appropriate, for material acquisitions or dispositions of any business or assets of or by the Company or its subsidiaries.

(d)    ‘‘Cumulative Consolidated EBITDA’’ means the sum of Consolidated EBITDA earned in each Fiscal Year during the Award Term.