Exhibit 10.24
ADVISOR AGREEMENT
1.
PARTIES . This Advisor Agreement (
“Agreement” ) covers all understandings between
J. SCOTT CRAIGHEAD (hereinafter “Executive” )
and Goldleaf Financial Solutions, Inc. (f/k/a Private
Business, Inc.) (hereinafter “Corporation”
) relating to Executive’s resignation as the Chief Financial
Officer of the Corporation ( “CFO” ) and
transition to status as an employed Advisor to the Corporation.
Except for continuing obligations under the Employment Agreement
(as defined below), and individual Stock Option Agreements, no
other expressed, implied, written or oral agreement between
Executive and Corporation relating to Executive’s transition
from President to Advisor will have any effect, unless it is in
writing and is signed and dated by both parties after the date of
this Agreement.
2.
TRANSITION DATE . Executive’s resignation from
the position of CFO of the Corporation is effective at
5:00 p.m. on August 31, 2007 (the “Transition
Date” ). After that date, except for any earned but
unpaid compensation for his services as an employee prior to the
Transition Date (including, but not limited to, salary), the only
payments, benefits or other things of value that Executive will be
entitled to receive directly from the Corporation with the respect
to his employment by the Corporation are those set forth in this
Agreement.
3.
EFFECT ON EMPLOYMENT AGREEMENT . Executive and
Corporation acknowledge and agree that both parties are subject to
that certain Employment Agreement dated September 15, 2006 (
“Employment Agreement” ) together with that
certain Addendum to the Employment Agreement dated as of the same
date ( “Employment Addendum” ). This Agreement
shall not modify or change the terms of the Employment Addendum.
However, Executive and Corporation acknowledge and agree that the
Employment Agreement shall terminate effective on the Transition
Date, except the provisions of the Employment Agreement expressly
intended to survive the termination shall survive and shall be
enforceable as written. In addition to the foregoing,
Article II of the Employment Agreement shall survive during
the entire term of this Agreement and throughout the two
(2) year period after this Agreement expires or is
terminated.
4.
CONTINUING SERVICES AS ADVISOR . Executive agrees to
serve as an Advisor to the Corporation, devoting such time, skills
and attention as may be reasonably requested by the
Corporation’s Chief Executive Officer, President and Chief
Operating Officer, or at the direction of the Corporation’s
Board of Directors, from the Transition Date until
February 28, 2008 (the “Advisory Services
Period” ).
5.
CONTINUING COMPENSATION . In exchange for
Executive’s continued services to the Corporation as an
Advisor pursuant to Section 4 above, the Corporation agrees to
pay Executive from the Transition Date until February 28, 2008
at the semi-monthly rate of TEN-THOUSAND DOLLARS ($10,000), less
statutory withholdings and deductions payable in accordance with
the then current payroll policies of the Corporation.
6.
MUTUAL WAIVER AND RELEASE . For and in consideration
of the promises contained in this Agreement, each party hereby
voluntarily, willingly, knowingly, irrevocable and unconditionally
waives, releases, and forever discharges the other party from all
rights, claims, and liability, whether or not they are presently
known to exist, that each party has, had, or may have against the
other party arising out of or relating in any manner to
Executive’s employment with the Corporation through the
Transition Date, but subject to the exceptions set
1
forth in Section 7. The rights
and claims that Executive waives, releases, and discharges include,
to every extent allowed by law, but are not limited to, those
arising under the Age Discrimination in Employment Act of 1967, the
Older Workers’ Benefit Protection Act, the Civil Rights Acts
of 1866, 1871, 1964 and 1991, the Immigration Reform and Control
Act of 1986, the Occupational Safety and Health Act, the Americans
with Disabilities Act, the Equal Pay Act of 1964, the Executive
Retirement Income Security Act, the Family Medical Leave Act of
1993, the Comprehensive Omnibus Budget Reconciliation Act and under
all other federal, state and local laws, regulations and
ordinances, statutory and common law contract, tort, and/or
wrongful discharge claims arising out of or relating in any manner
to Executive’s employment with the Corporation through the
Transition Date but subject to the exceptions set forth in
Section 7. Similarly, subject to the exceptions set forth in
Section 7, Corporation waives, releases, and discharges all
rights and claims Corporation has, had, or may have under any
federal, state and local laws, regulations and ordinances,
including, but not limited to statutory and common law contract or
tort claims arising out of or relating in any manner to
Executive’s employment with the Corporation through the
Transition Date.
7.
EXCEPTIONS TO MUTUAL WAIVER AND RELEASE . The
foregoing language in Section 6 notwithstanding, the
Corporation and Executive acknowledge that this section does not
apply to any rights, claims or liability either party has, had, or
may have against the other party
