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EXHIBIT A
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April 2( 2007

Donald G. Drapkin
58 Old Quarry Road
Englewood, NJ 07631

Dear Donald:

This letter agreement (the "Agreement") confirms our mutual understanding

regarding the termination of your employment with MacAndrews & Forbes Inc. (the
"Company") and the termination of the Fourth Amended and Restated Employment
Agreement, between the Company and you, dated as of April 7, 1992 and effective as of
January 1, 1992, together with all amendments and appendices thereto (collectively, the
"Prior Employment Agreement").

1. The Prior Employment Agreement is hereby terminated effective May 1,

2007, and of no further force and effect. We agree that no further amounts are due and
owing to you from the Company and its affiliates under the Prior Employment
Agreement (except amounts, if any, as have accrued to you pursuant to the Company's or
its affiliates' employee benefit plans and are unpaid as ofthe date hereof). The Company
and you agree that termination of the Prior Employment Agreement is consideration for
the Company and you entering into this Agreement and accordingly, that the Company's
obligations under this Agreement will not be subject to any duty on your part to mitigate
damages;whether under the Prior Employment Agreement or otherwise.

2. You and the Company have agreed that your last day of employment will
be May 1,2007 (the "Termination Date") and that you will vacate your current office as
soon as practicable.

3. If you agree to the terms and conditions set forth in this Agreement, the
Company will provide you with the following benefits:

a. The Company will pay to you an aggregate amount of

$15,500,000, less such deductions or amounts to be withheld as required by applicable
law and regulations, payable as follows: $2,250,000 on July 1, 2009; $2,250,000 on
January 1,2010, $2,250,000 on July 1,2010; $2,250,000 on January 1,2011; $2,250,000
on July 1,2011; $2,250,000 on January 1,2012; and $2,000,000 on July 1, 2012.

b. Until you reach the age of 65, the Company will reimburse you for
anymedical expenses (defined as those expenses covered by the executive medical
reimbursement program then in effect for the Company, from time to time) incurred by
you and your immediate family which are not otherwise reimbursed through medical

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plans, if any, covering you or your immediate family. Reimbursement of medical

expenses will be based upon presentation of medical bills or such other supporting
information as the Company customarily may require of its executive officers.

c. The Company will afford you continued use of the driver and
automobile currently used by you through December 31, 2007, at which time you will
return the automobile to the Company. The Company shall continue to furnish you with
a private secretary of your choice and a Bloomberg terminal and service, through
December 31, 2007.

d. The Company and you agree that the $6,000,000 in aggregate

outstanding indebtedness owed by you to the Company will be forgiven in installments of
$600,000 per year beginning in 2007 and ending in 2016.

e. The Company shall payor reimburse you for all reasonable

business expenses incurred or paid by you through May 1, 2007, upon presentation of
expense statements or vouchers or such other supporting information as the Company
customarily may require of its executive officers.

f. Concurrently with the execution of this Agreement, you and

Ronald O. Perelman shall enter into the termination of the TransTech Pharma, Inc.
Agreement attached as Annex A hereto.

g. Concurrently with the execution of this Agreement, the Company

shall deliver to you a stock certificate evidencing the transfer to you of 673,324 shares of
Series E Convertible Preferred Stock, par value $.001 per share (the "Shares"), dated the
date hereof, and in such form satisfactory to you as shall be effective to vest in you good
and valid title to the Shares, free and clear of any option, call, contract, commitment,
demand, lien, charge, security interest or encumbrance whatsoever. The Company shall
at any time, and from time to time, after the date hereof, execute, acknowledge and
deliver all further assignments, transfers, and any other such instruments of conveyance,
upon your request, to confirm the transfer of the Shares hereunder.

h. Concurrently with the execution of this Agreement, you and the

Company will enter into the amended promissory note with respect to Allied Security
Holdings LLC attached as Annex B hereto.

4. You agree, if and when requested, to resign from each office of the
Company and its affiliates held by you.

5. You agree not to take any action or to make any statement that does, or is
reasonably likely to, enter the public domain and disparages the business or management
of the Company or any of the Company's affiliates, or any of its Related Persons, with
respect to any period during which you were either employed by the Company or receive
benefits under this Agreement. The Company agrees that it shall not instruct or authorize
any directors, officers, agents, or employees of the Company or any of the Company's

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affiliates or any of its Related Persons to take any action or make any statement, written
or oral, that disparages or criticizes you. Nothing in this Section 5 shall prevent you or
the Company, the Company's affiliates or any of its Related Persons from truthfully
responding in connection with governmental inquiries or as required by subpoena, court
order or legal process. Upon receipt by either party of written notice of any breach of this
Section 5, the party receiving such notice shall have a period of 10 days to respond to and
cure any such breach.

6. a. You agree to keep and retain in the strictest confidence all

confidential matters of the Company and its affiliates, including, without limitation,
"know how", trade secrets, customer lists, pricing policies, operational methods, technical
processes, fonnulae, inventions and research projects, other business affairs of the
Company and its affiliates, and any infonnation whatsoever concerning any stockholder,
director, officer, employee or agent of the Company or its affiliates or their respective
family members learned by you heretofore or hereafter, and not to disclose them to
anyone outside of the Company either after your employment with the Company or
during or after the tenn of this agreement, except in the course ofperfonning your duties
under this agreement or with the Company's express written consent. The foregoing
prohibitions shall include, without limitation, directly or indirectly publishing (or
causing, participating in, assisting or providing any statement, opinion or infonnation in
connection with the publication of) any diary, memoir, letter, story, photograph,
interview, article, essay, account or description (whether fictionalized or not) concerning
any of the foregoing, publication being deemed to include any presentation or
reproduction of any written, verbal or visual material in any communication medium,
including any book, magazine, newspaper, theatrical production or movie, or television
or radio programming or commercial. All advertising, sales, manufacturers' and other
materials or articles of infonnation, including without limitation, data processing reports,
customer sales analyses, invoices, price lists or infonnation, samples, or any other
materials or data of any kind furnished to you by the Company or its affiliates or
developed by you at the Company's or its affiliates' direction or for the Company's or its
affiliates' use are, and shall remain the sole and confidential property of the Company.
You also agree to deliver promptly to the Company at any time the Company may so
request all memoranda, notes, records, reports, manuals, drawings, blueprints and other
documents (and all copies thereof), including data stored in computer memories or on
other media used for electronic storage and retrieval, relating to the Company's business
or the business of its affiliates and all property associated therewith, which you may
possess or have under your control.

b. The Company agrees to keep and retain in the strictest confidence

all confidential matters of the Executive and not to disclose them to anyone outside of the
Company, provided, however, that this Section 6.b shall not apply to infonnation that is
required to be disclosed by application of law or in connection with submissions to
applicable regulatory authorities, valid subpoena, court order or by any rule or regulation
of a court of competent jurisdiction.

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c. For a period of two years from the date hereof, you shall not,
directly or indirectly, (i) induce or attempt to influence any employee of the Company or
its affiliates (other than Nancy Link) to terminate his or her employment with the
Company or (ii) advise, engage in (as a principal, partner, director, officer, agent,
employee, consultant, or otherwise) or be financially interested in any company which
derived more than fifty percent (50%) ofits net revenues and operating income for such
company's most recent fiscal year from a business or businesses that are directly
competitive with any operating business of MacAndrews & Forbes Holdings Inc. owned
as of the date hereof. However, nothing contained in this Section 6.c shall prevent you
from acquiring no more than five percent (5%) of any class of equity securities of such
company, acquiring controlling interests in non-competitive enterprises, establishing a
biotechnology fund, or engaging in investment or merchant banking with JPMorgan
Chase, BlackRock, Kelso & Company, Gleacher Partners or Lazard, so long as you
remain in compliance with Sections 6.c and 6.d

d. You agree that until two years from the date of this agreement, you
will not, without the prior approval of the Board of Directors of the Company, (i) acquire
or make any proposal to acquire any securities of any of Allied Security Holdings, LLC,
Clarke American Corp., M&F Worldwide Corp., Revlon Consumer Products
Corporation, Revlon, Inc. and Scientific Games Corporation (or any of their successor
entities) (the" Public MacAndrews Companies"), (ii) propose to enter into any merger or
business combination involving any of the Public MacAndrews Companies or purchase a
material. portion of the assets of any of the Public MacAndrews Companies, (iii) make or
participate in any solicitation of proxies to vote, or seek to advise or influence any person
with respect to the voting of any securities of any of the Public MacAndrews Companies,
(iv) form,join or participate in a "group" (within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934) with respect to any voting securities of any of the
Public MacAndrews Companies, (v) otherwise act or seek to control or influence the
management, Board of Directors or policies of any of the Public MacAndrews
Companies, (vi) disclose any intention, plan or arrangement inconsistent with the
foregoing or (vii) take any action which might require any of the Public MacAndrews
Companies to make a public announcement regarding the possibility of a business
combination or merger. Except as provided in the immediately preceding sentence, you
also agree that, during such two year period, you will not request the Company or our
representatives to amend or waive any provision of the immediately preceding sentence.

e. If the period of time in Section 6.c above shall be adjudged

unreasonable in any proceeding, then the period of time shall be reduced by such number
of months so that the restrictions contained in Section 6.c may be enforced for such time
as is adjudged to be reasonable. If you violate any of the restrictions contained in the
foregoing Section 6.c, the restrictive period shall extend for the period beginning from
the time of commencement of any such violation until such time as such violation shall
be cured by you to the satisfaction of the Company.

f. In the event that you receive any request for confidential

information, whether by court order, subpoena or other judicial or administrative process

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or otherwise, prior to responding to such request, you will promptly notify, Barry F.
Schwartz, at (212) 572-5170, or his designee at least twenty days in advance of the date
designated for the production or furnishing of such materials, or as far in advance of such
date as circumstances permit if notification within a twenty day period is not possible.
You further agree to cooperate with any efforts by or on behalf of the Company,
including pennitting the Company to participate with counsel of its choice, to modify,
limit, quash or take other appropriate action in connection with any such subpoena,
discovery demand, legal process or other request for Company Infonnation.

g. Moreover, should you be approached by anyone requesting any

confidential infonnation about the Company and/or Related Persons, you will not divulge
any such infonnation, unless it is unlawful to do so, and you will contact Barry F.
Schwartz, at (212) 572-5170, or his designee, to report such contact and take all steps
reasonably directed by him and/or his designee to prevent disclosure of any such
infonnation.

h. Notwithstanding anything in Section 6.a to the contrary, for so

long as you abide by the tenns and conditions set forth in this agreement, you may
continue to possess the equipment identified in Section I of Annex C, which equipment
shall become your property on December 31, 2007, provided that you promptly provide
to the Company copies of all electronic files in your (or your personal assistant's)
personal possession relating to the Company or its affiliates and not otherwise available
to the Company, after which you delete (and do not attempt to recover) all copies of such
files in your possession. You will reasonably cooperate with the Company in arranging
promptly for the delivery directly to you in your name of all bills with respect to services
provided after May 1, 2007 in connection with the equipment identified in Section I of
Annex C or any other equipment in your possession, other than the Bloomberg terminal.
Except as set forth in this Section 6.h, you will promptly return the equipment identified
in Section II of Annex C and any other Company equipment in your possession. For a
period of two years from the date of this Agreement, the Company will arrange for the
forwarding of all email addressed to ddrapkin@mafgrp.com or nlink@mafgrp.com to an
email account or accounts designated by you. The Company will, for 18 months from the
date hereof, pennit you to remove from the Company's or its affiliates' archives all files
relating to your personal activities.

7. a. In consideration of the benefits to you described in Section 3

above, the sufficiency of which are hereby acknowledged, you voluntarily, knowingly
and willingly release and forever discharge the Company, its parents, subsidiaries and
affiliates, together with their respective present or fonner officers, directors, partners,
shareholders, employees and agents, Ronald Perelman, his family and associates, and
each of their predecessors, successors and assigns, family members of the
aforementioned people and any other person with whom you have come in contact solely
as a result of your employment with the Company (collectively, "Related Persons"), from
any and all charges, complaints, claims, promises, agreements, controversies, causes of
action and demands of any nature whatsoever, known or unknown, suspected or
unsuspected, which against them you or your executors, administrators, successors or

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assigns ever had, now have or hereafter can, shall or may have by reason of any matter
whatsoever arising from the beginning of time to the time you sign this Agreement. This
release is a general release and includes, but is not limited to, any rights or claims relating
in any way to your employment relationship with the Company, or the separation thereof,
any rights or claims relating to or arising under any statute or regulation, including Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination
in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Employee
Retirement Income Security Act, the Family and Medical Leave Act of 1993, the Equal
Pay Act of 1963, each as amended, the New York Human Rights Law, the New York
City Administrative Code, or any other federal, state or local law, regulation, ordinance
or common law, or under any policy, agreement, understanding or promise, written or
oral, formal or informal, between the Company and you.

b. In consideration of the benefits to the Company described in

Sections 3, 4,5 and 6, the sufficiency of which are hereby acknowledged, the Company
voluntarily, knowingly and willingly releases and forever discharges you from any and
all charges, complaints, claims, promises, agreements, controversies, causes of action and
demands of any nature whatsoever, known or unknown, suspected or unsuspected, which
against you the Company or its affiliates ever had, now have or hereafter can, shall or
may have by reason of any matter whatsoever arising from the beginning of time to the
time you sign this Agreement. This release is a general release and includes, but is not
limited to, any rights or claims relating in any way to your employment relationship with
the Company, or the separation thereof, any rights or claims relating to or arising under
any statute or regulation, including Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans
with Disabilities Act of 1990, the Employee Retirement Income Security Act, the Family
and Medical Leave Act of 1993, the Equal Pay Act of 1963, each as amended, the New
York Human Rights Law, the New York City Administrative Code, or any other federal,
state or local law, regulation, ordinance or common law, or under any policy, agreement,
understanding or promise, written or oral, formal or informal, between the Company and
you.

8. You understand and agree that any violation of Section 6 of this

Agreement will result in irreparable loss and harm to the Company and/or its Related
Persons that cannot reasonably or adequately be compensated by damages in an action at
law, and accordipgly, that the Company will be entitled to injunctive and other equitable
relief to prevent or cure any breach or threatened breach thereof, without the necessity of
posting any bond or security or proving the inadequacy of money damages, but no action
for any such relief shall be deemed to waive the Company's right to an action for
damages. The Company agrees that any violation of Section 5 or 6.b of this Agreement
will result in irreparable loss and harm to you that cannot reasonably or adequately be
compensated by damages in an action at law, and accordingly, that you will be entitled to
injunctive and other equitable relief to prevent or cure any breach or threatened breach
thereof, without the necessity of posting any bond or security' or proving the inadequacy
of money damages, but no action for any such relief shall be deemed to waive your right
to an action for damages. The Company shall also have the right and remedy to require

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you to account for and pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits (collectively "Benefits") derived or received by you
as the result of any transactions constituting a breach of any of the provisions of Sections
5 or 6, and you hereby agrees to account for and pay over such Benefits to the Company.

9. You understand and agree that you have the right and have been given the
opportunity to review this Agreement and, specifically, the release in Section 7, with an
attorney of your choice should you so desire. You also understand and agree that (a) the
Company is under no obligation to offer you all of the payments and benefits set forth in
Section 3, (b) you are under no obligation to consent to the release set forth in Section 7,
(c) you have entered into this Agreement freely and voluntarily, (d) all of your covenants
set forth in this agreement, including without limitation your covenants set forth in
Sections 5 and 6, are material inducements causing the Company to enter into this
agreement, and (e) any material breach by you of this agreement, including without
limitation any material breach of Sections 5 or 6, will give the Company the rights,
among other things, to seek (i) to rescind this agreement and reclaim all benefits
previously provided to you under this agreement, (ii) damages, equitable relief (as
appropriate) and other remedies arising from the breach, and (iii) to excuse its further
performance under this agreement, which rights the Company may exercise together or
separately, in any combination, to the full extent permitted by law.

10. The Company's offer to you of this Agreement and the payments and
benefits set forth herein are not intended as, and shall not be construed as, any admission
of liability, wrongdoing or improper conduct by the Company or its affiliates.

11. This agreement will be governed by and construed and enforced in

accordance with the laws of the State of New York applicable to agreements made and to
be performed entirely in New York. This agreement, along with Annex A, Annex B and
Annex C hereto, sets forth the entire agreement and understanding of the parties relating
to the subject matter hereof, and supersedes all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by either party that is not embodied in this
agreement, and neither party will be bound by or liable for any alleged representation,
promise or inducement not so set forth. This agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants hereof may be
waived, only by a written instrument executed by both of the parties hereto, or in the case
ofa waiver, by the party waiving compliance. lfthe Company and you become involved
in litigation relating to any alleged breach of this agreement, and if a judgment in such
litigation is rendered in your favor, the Company will reimburse to you, upon
presentation of an expense statement, all reasonable costs (including reasonable fees and
disbursements of counsel) incurred by you in connection with such litigation. The
failure of either party at any time or times to require performance of any provision hereof
will in no manner affect the right at a later time to enforce the same. No waiver by either
party of the breach of any term or covenant contained in this agreement, whether by
conduct or otherwise, in anyone or more instances, will be deemed to be, or construed as,

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a further or continuing waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this agreement.

12. In the event that anyone or more of the provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remainder of the Agreement shall not in any way be affected or impaired thereby.
Moreover, if anyone or more of the provisions contained in this Agreement is held to be
excessively broad as to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent compatible
with applicable law.

13. This Agreement is binding upon you, your heirs, representatives,

administrators, and assigns, and upon the Company's successors and assigns.

If you consent to the terms set forth above, please so signify by executing the
enclosed copy of this Agreement and returning it to me.

Very truly yours,

Agreed to and Accepted:

¥ nald G. Drapkin Date

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AnnexA

Termination of TransTech Pharma, Inc. Agreement

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Annex B

Allied Security Holdings LLC Promissory Note

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~1 ", • !ill '" •

AnnexC

Equipment Listing l

Section I (Equipment to be retained by the Employee):

KRZR cellphone
LOCD 5000 cellphone
Sony Vaio 505gx computer located in Englewood, NJ
Toshiba Libretto 100 computer located in Englewood, NJ
Dell Dimension 4xxx series computer located in Alpine, NJ
IBM Thinkpad computer located in Colorado
Tecra 9000 series computer (Nancy Link's machine)
Earthlink internet access account
Verizon aircard
Cellphone attached to 917-453-2821
Cellphone in car attached to 917-757-9340
Cellphone in car attached to 917-923-5839
Sidekick
Blackberry attached to 646-496-7057
Cellphone attached to (201) 388-0689 (Nancy Link)

Section II (Equipment to be returned to the Company):

GX520 Dimension desktop computer located at 35 E. 62 St.
Dell monitor located at 35 E. 62 St.
Satellite phone

1 This list is subject to verification and amendment.

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