UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 6, 2011 (January 1, 2011)

M & F WORLDWIDE CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-13780		02-0423416
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

35 East 62^nd Street, New York, New York 10065
(Address of Principal Executive Offices) (Zip Code)

212-572-8600
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On January 1, 2011, M&F Worldwide Corp. (“M&F Worldwide”) and its wholly owned subsidiary, Harland Clarke Holdings Corp. (the “Harland Clarke Holdings”) entered into an amended and restated employment agreement (the “Dawson Agreement”) with Charles T. Dawson (the current President and Chief Executive Officer of Harland Clarke Holdings and a member of the Board of Directors of M&F Worldwide). The Dawson Agreement supersedes, effective January 1, 2011, the previous employment agreement with Harland Clarke Holdings and its subsidiaries. Pursuant to the Dawson Agreement, Mr. Dawson will continue to serve as the President and Chief Executive Officer of Harland Clarke Holdings and the Chief Executive Officer of the Harland Clarke Business (as defined in the Dawson Agreement) until December 31, 2013, subject to earlier termination as described below. Under his employment agreement Mr. Dawson’s annual base salary is $1,050,000. He is entitled to receive an annual bonus based on the attainment of a certain percentage of consolidated EBITDA (as defined in the Dawson Agreement) of Harland Clarke Holdings. His target annual bonus is 125% of base salary and increases ratably up to a maximum of 175% of his base salary if 145.1% of the targets are attained. He will also receive an award under Harland Clarke Holdings’ new long term incentive plan (“New LTIP”) as described below.

     If the employment agreement is terminated for cause (as defined in the Dawson Agreement), Mr. Dawson will not be entitled to any further compensation. In the case of termination of employment of Mr. Dawson by Harland Clarke Holdings without cause or by Mr. Dawson for good reason (as defined in the Dawson Agreement), Mr. Dawson will be entitled to receive: (i) an amount equal to two times his base salary payable in installments in accordance with Harland Clarke Holdings’ normal payroll practices, (ii) continued contribution by Harland Clarke Holdings of the employer portion of premiums for group health plans for a period of 12 months post termination, (iii) the annual bonus for the year of termination if Mr. Dawson would be eligible to receive such bonus had he remained employed, provided that such bonus, if any shall be payable at the time bonuses are paid to other active employees, (iv) annual bonus for the year prior to the year the termination occurred, if at the time of such termination he had earned such bonus but it was not yet paid and (v) amounts payable, if any under the New LTIP, in accordance with the terms of the New LTIP. The payments and benefits set forth above are subject to Mr. Dawson’s execution of a release of claims in favor of Harland Clarke Holdings and its affiliates. Following the termination of employment Mr. Dawson is subject to a two year non-compete and non-solicit covenant. If Harland Clarke Holdings is unwilling to extend the term after December 31, 2013 (other than as a result of cause, death or disability), then upon termination of Mr. Dawson’s employment, he will be entitled to receive the greater of (a) 50% of the amounts set forth in (i) and (ii) above or (b) severance and benefits in accordance with Company policy, and the non-compete and non-solicit covenant shall be reduced to a one year period.

     The foregoing is only a summary of certain terms of Mr. Dawson’s agreement which is qualified in its entirety by Exhibit 10.1 attached hereto and incorporated by reference herein.

     The Compensation Committee of the Board of Directors of M&F Worldwide has approved a new long term incentive plan (“New LTIP”) and the New LTIP will be submitted for shareholder approval in connection with the next Annual Meeting of M&F Worldwide. Subject to the approval of the New LTIP by shareholders of M&F Worldwide, Harland Clarke Holdings has granted awards to certain executives of Harland Clarke Holdings and its subsidiaries, including Mr. Dawson. The awards will provide for a cash payment at the end of the three-year period ending December 31, 2013 and Mr. Dawson will be entitled to a payment of $4,050,000 assuming targets are achieved at the end of such three-year period. Each award will be based 75% on cumulative EBITDA-related targets and 25% on cumulative non-check revenue targets (as more fully set forth in the award agreements). If less than 90% of the target is achieved, then no payment will be made. If between 90% and 100% of the targets are achieved, then the amount of the award in the table below will be adjusted based on linear interpolation between 50% up to 100%, and if between 100% and 110% of the targets are achieved, then the amount of the award will be adjusted based on linear

interpolation between 100% up to a maximum of 150%. For Mr. Dawson, the award and related payment will be based solely on Company results.

     The foregoing is only a summary of certain terms of the award agreements which is qualified in its entirety by the award agreements.

Item 9.01 Financial Statements and Exhibits

Exhibit 10.1		Employment Agreement, dated as of January 1, 2011, by and among M&F Worldwide Corp., Harland Clarke Holdings Corp. and Charles Dawson.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2011

INDEX TO EXHIBITS

Exhibit Number		Description
Exhibit 10.1		Employment Agreement, dated as of January 1, 2011, by and among M&F Worldwide Corp., Harland Clarke Holdings Corp. and Charles Dawson.