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CHECKFREE CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employee Retention Agreement

CHECKFREE CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: FISERV INC | CHECKFREE CORPORATION You are currently viewing:
This Employee Retention Agreement involves

FISERV INC | CHECKFREE CORPORATION

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Title: CHECKFREE CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: Georgia     Date: 2/27/2009
Industry: Computer Services     Law Firm: Porter Wright     Sector: Technology

CHECKFREE CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: fiserv inc , checkfree corporation
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EXHIBIT 10.30

CHECKFREE CORPORATION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made this 22nd day of December, 2008, (the “Agreement”) between CheckFree Corporation (“CheckFree”), a Delaware corporation, and Peter J. Kight (the “Executive”).

RECITALS

A.    CheckFree and the Executive entered into an employment agreement on May 1, 1997.

B.    Executive is currently employed as an executive of CheckFree and its consolidated subsidiaries (individually the “Subsidiary” and collectively the “Subsidiaries”) (CheckFree and the Subsidiaries are hereinafter collectively referred to as the “Company”).

C.    The parties desire to amend and restate the employment agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and to eliminate certain historic provisions that are no longer applicable, on the terms and conditions stated herein.

STATEMENT OF AGREEMENT

In consideration of the foregoing, and of Executive’s continued employment, the parties agree as follows:

1.     Employment . The Company hereby employs Executive and Executive accepts such employment upon the terms and conditions hereinafter set forth to become effective on May 1, 1997 (the “Effective Time”).

2.     Duties .

(a)    Executive shall be employed: (i) to serve as Chairman, President, and Chief Executive Officer, and to serve in similar capacities for each of the Subsidiaries, if so elected, subject to the authority and direction of the Board of Directors of CheckFree or the Subsidiary, as the case may be; and (ii) to perform such other duties and responsibilities similar to those performed by Executive prior hereto and exercise such other authority, perform such other or additional duties and responsibilities and have such other or different title (or have no title) as the Board of Directors of CheckFree or the Subsidiary may, from time to time, prescribe.

(b)    So long as employed under this Agreement, Executive agrees to devote full time and efforts exclusively on behalf of the Company and to competently, diligently and effectively discharge all duties of Executive hereunder. Executive shall not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with


full time employment hereunder and which do not violate the other provisions of this Agreement. Executive further agrees to comply fully with all reasonable policies of the Company as are from time to time in effect.

3.     Compensation . As full compensation for all services rendered to the Company pursuant to this Agreement, in whatever capacity rendered, the Company shall pay to Executive during the term hereof a minimum base salary at the rate of $300,000 per year (the “Basic Salary”), payable monthly or in other more frequent installments, as determined by the Company. The Basic Salary shall increase to $375,000 on July 1, 1997, and thereafter may be increased, but not decreased, from time to time, by the Board of Directors. Executive will be entitled to receive incentive compensation pursuant to the terms of plans adopted by the Board of Directors from time to time.

4.     Business Expenses . The Company shall promptly pay directly, or reimburse Executive for, all business expenses to the extent such expenses are paid or incurred by Executive during the term of employment in accordance with Company policy in effect from time to time and to the extent such expenses are reasonable and necessary to the conduct by Executive of the Company’s business and properly substantiated.

5.     Fringe Benefits . During the term of this Agreement and Executive’s employment hereunder, the Company shall provide to Executive such insurance, vacation, sick leave and other like benefits as are provided from time to time.

6.     Term; Termination .

(a)    The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on June 30, 2002. Thereafter, this Agreement shall be extended automatically on each July 1 for an additional twelve-month period. Executive’s employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, “Termination Date” shall mean the date on which any notice period required under this Section 6 expires or, if no notice period is specified in this Section 6, the effective date of the termination referenced in the notice.

(b)    The Company may terminate Executive’s employment without cause upon giving 30 days’ advance written notice to Executive. If Executive’s employment is terminated without cause under this Section 6(b), the Company will (A) pay Executive the earned but unpaid portion of Executive’s Basic Salary through the Termination Date, (B) pay Executive a lump sum payment equal to two times the Executive’s Basic Salary (the “Severance Payment”), (C) pay Executive any incentive compensation under and consistent with plans adopted by the Company prior to the Termination Date until the second anniversary of the Termination Date (the “Severance Period”), and (D) provide reasonable executive-level outplacement services by a firm selected and contracted by the Company for up to six months following the Termination Date (the “Outplacement Services”); provided, however, if Executive accepts other employment during the Severance Period, the Executive must repay to the Company an amount equal to his Severance Payment multiplied by a fraction, the numerator of which equal to the number of months remaining in the Severance Period and the denominator of which is 24, and the Company shall


cease paying any incentive compensation. The amount payable under clause (B) shall be paid to Executive in one lump sum on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs, without interest thereon; provided that, if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise, then such payment shall be paid to the Executive in a lump sum within thirty (30) business days after the Executive’s Separation from Service. For purposes hereof,

(i)    the term “Separation from Service” means the Executive’s Termination of Employment, or if the Executive continues to provide services following his or her Termination of Employment, such later date as is considered a separation from service from the Company and its 409A Affiliates within the meaning of Code Section 409A. Specifically, if the Executive continues to provide services to the Company or a 409A Affiliate in a capacity other than as an employee, such shift in status is not automatically a Separation from Service;

(ii)    the term “409A Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Section 414(b) of the Code, or that is under common control with the Company within the meaning of Section 414(c) of the Code; provided, however, that the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder; and

(iii)    the Executive’s “Termination of Employment” shall be presumed to occur when the Company and the Executive reasonably anticipate that no further services will be performed by the Executive for the Company and its 409A Affiliates or that the level of bona fide services the Executive will perform as an employee of the Company and its 409A Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed by the Executive (whether as an employee or independent contractor) for the Company and its 409A Affiliates over the immediately preceding 36-month period (or such lesser period of services). Whether the Executive has experienced a Termination of Employment shall be determined by the Employer in good faith and consistent with Section 409A of the Code. Notwithstanding the foregoing, if the Executive takes a leave of absence for purposes of military leave, sick leave or other bona fide reason, the Executive will not be deemed to have experienced a Termination of Employment for the first six (6) months of the leave of absence, or if longer, for so long as the Executive’s right to reemployment is provided either by statute or by contract, including this Agreement; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended by the Employer for up to 29 months without causing a Termination of Employment.

(c)    The Company may terminate Executive’s employment upon a determination by the Company that “good cause” exists for Executive’s termination and the


Company serves written notice of such termination upon Executive. As used in this Agreement, the term “good cause” shall refer only to any one or more of the following grounds:

(i)    commission of a material and substantive act of dishonesty, including, but not limited to, misappropriation of funds or any property of the Company;

(ii)    engagement in activities or conduct clearly injurious to the best interests or reputation of the Company which in fact result in material and substantial injury to the Company;

(iii)    refusal to perform his assigned duties and responsibilities after receipt by Executive of written detailed notice and reasonable opportunity to cure;

(iv)    gross insubordination by Executive, which shall consist only of a willful refusal to comply with a lawful written directive to Executive issued pursuant to a duly authorized resolution adopted by the Company;

(v)    the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company (following 30-days’ written notice from the Company specifying the violation and Executive’s failure to cure such violation within such 30-day period);

(vi)    Executive’s substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; or

(vii)    the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with his employment by the Company, which causes the Company a substantial detriment.

In the event of a termination under this Section 6(c), the Company will pay Executive the earned but unpaid portion of Executive’s Basic Salary through the Termination Date. If any determination of substantial dependence under Section 6(c)(vi) is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner as specified in Section 6(c) of this Agreement.

(d)    Executive’s employment shall terminate upon the death or permanent disability of Executive. For purposes hereof, “permanent disability,” shall mean the inability of the Executive, as determined by the Board of Directors of CheckFree, by reason of physical or mental illness to perform the duties required of him under this Agreement for more than 180 days in any one year period. Successive periods of disability, illness or incapacity will be considered separate periods unless the later period of disability, illness or incapacity is due to the same or related cause and commences less than 180 days from the ending of the previous period of disability. Upon a determination by the Board of Directors of CheckFree that Executive’s employment shall be terminated under this Section 6(d), the Board of Directors shall give


Executive 30 days’ prior written notice of the termination. If a determination of the Board of Directors under this Section 6(d) is disputed by Executive, the parties agree to abide by the decision of a panel of three physicians. CheckFree will select a physician, Executive will select a physician and the physicians selected by CheckFree and Executive will select a third physician. Executive agrees to make himself available for and submit to examinations by such physicians as may be directed by the Company. Failure to submit to any examination shall constitute a breach of a material part of this Agreement.

(e)    If a “Change in Control” shall have occurred, Executive shall be entitled to the benefits described below if his employment is terminated following a Change in Control for other than good cause as specified in Section 6(c), or Executive terminates his employment upon making a good faith determination that, following the Change in Control, Executive’s employment status or employment responsibilities have been materially and adversely affected thereby:

(i)    Executive shall be entitled to (A) the unpaid portion of his Basic Salary plus credit for any vacation accrued but not taken and the amount of any unpaid but earned incentive compensation or any other benefit to which he is entitled under this Agreement through the date of the termination, plus (B) two times Executive’s “Average Annual Compensation.” For this purpose “Average Annual Compensation” shall mean the average annual compensation from the Company includible in Executive’s gross income for the period consisting of Executive’s most recent five taxable years ending before the date on which the Change in Control occurs, exclusive of income attributable to the exercise of stock options.

(ii)    The amount payable under Section 6(d)(i)(B) shall be paid to Executive in one lump sum on the first day of the seventh month following the month in which the Executive’s Separation from Service occurs, without interest thereon; provided that, if on the date of the Executive’s Separation from Service, neither the Company nor any other entity that is considered a “service recipient” with respect to the Executive within the meaning of Code Section 409A has any stock which is publicly traded on an established securities market (within the meaning of Treasury Regulation Section 1.897-1(m)) or otherwise, then such payment shall be paid to the Executive in a lump sum within thirty (30) business days after the Executive’s Separation from Service. For purposes hereof, the term “Separation from Service” shall have the same meaning as ascribed to such term in the Executive’s Key Executive Employment and Severance Agreement with Fiserv, Inc.

(iii)    The Company shall maintain for Executive’s benefit until the earlier of (y) 24 months after termination of employment following a Change in Control, or (z) Executive’s commencement of full-time employment with a new employer, all life insurance, medical, health and accident, and disability plans or programs in which Executive shall have been entitled to participate prior to termination of employment following a Change in Control, provided Executive’s continued participation is permitted under the general terms of such plans and programs after the Change in Control, subject to the following:

(A


 
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