This Employment Agreement (the "Agreement") is made and entered into effective as of March 8, 2000, by and
between Jan Smith (the "Executive") and Electronics for Imaging, Inc., a Delaware corporation (the "Company").
A. It is expected that the Company from time to time will consider the possibility of an acquisition by another
company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Executive and can cause the Executive to consider alternative
employment opportunities. The Board has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.
B. The Board believes that it is in the best interests of the Company and its stockholders to provide the Executive
with an incentive to continue her employment and to motivate the Executive to maximize the value of the
Company upon a Change of Control for the benefit of its stockholders.
C. The Board believes that it is imperative to provide the Executive with certain benefits upon a Change of
Control and, under certain circumstances, upon termination of the Executive's full-time employment in connection
with a Change of Control, which benefits are intended to provide the Executive with financial security and provide
sufficient incentive and encouragement to the Executive to remain with the Company notwithstanding the
possibility of a Change of Control.
D. Further, the Board believes that it is in the best interest of the Company and its stockholders to provide
additional benefits to the Executive in the event the Executive's employment terminates for any reason other than a
Change in Control. Such benefits are intended to provide the Executive with financial security and provide