Exhibit 10.2
CHANGE IN CONTROL SEVERANCE
PAY AGREEMENT
THIS SEVERANCE PAY AGREEMENT is made as of May 13,
2009, by and between Goldleaf Financial Solutions, Inc., a
Tennessee corporation (hereinafter the “Company”), and
Daniel Owens, a resident of the State of Georgia (the
“Employee”).
WHEREAS, the Company previously has employed the Employee, either
directly or through a wholly owned subsidiary; and
WHEREAS, the Company recognizes that the Employee’s
contribution to the Company’s growth and success has been and
continues to be substantial;
WHEREAS, the Company wishes to encourage the Employee to remain
with and devote full time and attention to the business affairs of
the Company and wishes to provide income protection to the Employee
for a period of time in the event of a Change in Control of the
Company;
NOW, THEREFORE , in consideration of the mutual promises,
covenants and agreements made herein, the parties, intending to be
legally bound hereby, agree as follows:
1.
Severance Pay .
A.
In the event there is a “Change in Control” of the
ownership of the Company, and if (i) the Company within six
(6) months preceding such Change of Control, terminates
Employee’s employment (or Employee resigns in such period and
delivers notice to the Company that such resignation constitutes a
constructive discharge), (ii) the Company within twelve (12)
months following such Change in Control, terminates
Employee’s employment, or (iii) Employee,
upon not less than ninety (90) days prior written notice,
terminates his employment, then Employee shall be entitled to
receive as a severance payment in a lump sum an amount equal to
100% of his annual base salary (not including incentive
compensation or benefits). In addition, any earned but unpaid
base salary, unpaid incentive compensation from prior years, and
accrued vacation will be paid.
B.
A “Change in Control” shall be deemed to have occurred
if (i) a tender offer shall be made and consummated for the
ownership of more than 50% of the outstanding voting securities of
the Company, (ii) the Company shall be merged or consolidated
(or agree to be merged or consolidated) with another entity and as
a result of such merger or consolidation less than 50% of the
outstanding voting securities of the surviving or resulting entity
shall be owned in the aggregate by the former shareholders of the
Company, as the same shall have existed immediately prior to such
merger or consolidation, (iii) the Company shall sell all or
substantially all (or agree to sell all or substantially all) of
its assets to another entity that is not a wholly-owned
subsidiary, (iv) a person, within the meaning of
Section 3(a)(9) or of Section 13 (d)(3) (as in
effect on the date hereof) of the Securities and Exchange Act of
1934 (“Exchange Act”), shall acquire more than 50% of
the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record), or (v) the individuals
who, as of the date of this Agreement, are members of the Board
(the “Incumbent Board”) cease for any reason to
constitute
at least a majority of the Board; provided,
however, that if the election or nomination for election by the
Company’s stockholders of any new director was approved by at
least two-thirds of the Incumbent Board, such new director shall,
for purposes of this Agreement, be considered a member of the
Incumbent Board; provided, further that notwithstanding any such
two-thirds approval of the Incumbent Board, any such new director
shall not be considered a member of the Incumbent Board if, within
two years of such director’s initial election to the Board,
any person nominates an alternative slate of directors to any slate
set forth by the Incumbent Board. For purposes hereof,
ownership of voting securities shall take into account and shall
include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) (as in effect on the date hereof)
pursuant to the Exchange Act.
2.
Compliance Programs . The Employee will at all times
while employed with the Company comply fully with the
Company’s “Guidelines of Company Policies and
Conduct” and any other compliance program, as such programs
may be amended from time to time, and acknowledges that his
obligations under such programs as an employee are contractual in
nature.
3.
Confidential Information .
A
As used in this Agreement, the term “Confidential
Information” means all technical and non-technical
information of Goldleaf or its customers, vendors or business
partners, regardless of the media or manner in which it is stored
or conveyed to Employee, that relates to the business of Goldleaf
or its customers, vendors or business partners, and that
(a) Goldleaf has taken reasonable measures under the
circumstances to protect
