CHECKFREE CORPORATION INDIVIDUAL SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

CHECKFREE CORPORATION

INDIVIDUAL SEPARATION AGREEMENT AND GENERAL RELEASE

     THIS AGREEMENT AND GENERAL RELEASE (also referred to herein as “Agreement”) is made and entered into by and between Randall A. McCoy for himself or herself, his or her dependents, heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as “Employee”) and CHECKFREE CORPORATION, CHECKFREE SERVICES CORPORATION, their subsidiaries, parents, affiliates, and related entities, and their agents, employees, representatives, attorneys, officers, directors, owners, insurers, successors, assigns, and employee benefit plans (hereinafter collectively referred to as “Employer”).

     Employee and Employer are terminating their employment relationship and desire to settle fully and finally all differences between them which may arise out of or relate to Employee’s employment with Employer and all other claims Employee has through the date of this Agreement.

     NOW THEREFORE, in consideration of the promises and releases herein contained, it is agreed as follows:

1.   In consideration of the promises undertaken and the releases given herein by Employee, Employer agrees that, upon the execution of this Agreement, Employer will pay to Employee the amounts (“Severance Payments”) outlined in Stephen Olsen’s letter dated August 14, 2007 (“Olsen Letter”) in the manner outlined in the Olsen Letter. The Severance Payments will be paid at the same annual level of salary as in effect as of the date of Employee’s receipt of this Agreement and will be made less withholding for taxes and other appropriate items. Employee understands that the Severance Pay is being offered as additional consideration for signing this Agreement and that this is a benefit to which Employee would not have been entitled had Employee not signed this Agreement. Employee expressly acknowledges that the Severance Payments are made in lieu of any payments specified in that certain Retention Agreement between CheckFree Corporation and Randy A. McCoy dated July 27, 2007, as amended August 2, 2007 (the “Retention Agreement”). Employee expressly acknowledges that the Company does not owe Employee any additional amounts for wages, back pay, severance pay, severance plan benefits, bonuses, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason, including but not limited to any payments under the Retention Agreement.

2.   In consideration for the promises made hereunder, Employee hereby fully, finally, and forever releases, remises, waives, and discharges Employer of and from all claims, demands, actions, causes of actions, suits, damages, losses and expenses, of any and every nature whatsoever, as a result of any actions or omissions occurring through the effective date of this Agreement. Specifically included in this release, remise, waiver and discharge are, among other things, any and all claims for employment discrimination, harassment, and retaliation, any claims for alleged underpayment of wages and employment benefits incurred during or as a result of the employment relationship between Employee and Employer, and including, specifically, any claims arising from that employment relationship or otherwise under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of

 

 

CheckFree Services Corporation
Individual Separation Agreement and General Release
CONFIDENTIAL
Page 1 of 7

1964, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, and 42 U.S.C. § 1981, or any other federal, state or local statute, rule or regulation relating to employment rights, as well as any claims for alleged wrongful discharge, negligence, intentional infliction of emotional distress, breach of contract, fraud, or any other alleged unlawful behavior, conduct, or omissions, the existence of which is denied by Employer. Additionally, Employee agrees to release, remise, waive and discharge Employer of and from any and all of the aforementioned claims upon which Employee may have a right to recover in any lawsuit brought by any other person on Employee’s behalf or which includes Employee in any class. Specifically excluded from this release, remise, waiver and discharge are any claims to enforce Employee’s rights pursuant to this Agreement and the severance payments, benefits and indemnity agreements and obligations referenced therein.

3.   Employee also agrees not to institute a lawsuit against Employer in regard to any claims, demands, causes of action, suits, damages, losses and expenses, arising from acts or omissions made by or before the date of execution of this Agreement, and Employee will ask no other person or entity to initiate such a lawsuit on his or her behalf. Further, Employee agrees that if he or she has already instituted a suit or an administrative complaint or charge in regard to any such claims, he or she will immediately withdraw or dismiss such suit, complaint or charge. Nothing in the above release, remise, or waiver and discharge, however, is intended to waive any of the Employee’s entitlement to any already-vested benefits under any applicable pension plan.

4.   Employee affirms his or her obligations under the Confidentiality and Noncompetition Agreement, or other applicable agreement which is attached hereto as Attachment A, to keep all proprietary information of Employer confidential, to refrain from solicitation of Employer’s employees, and to refrain from competing with Employer in the manner and for the period as provided thereunder. Employee further states in accordance with Employee’s existing and continuing obligations to Employer that Employee has returned or will immediately return to Employer, on or before Employee’s termination date, all property of Employer, including, but not limited to, files, records, computer access codes, and computer programs, instruction manuals, business plans, and other property, including, computers, computer equipment and peripherals, pagers, cell phones and security access badges which Employee obtained, retained, prepared or helped to prepare in connection with Employee’s employment with Employer. If Employee does not return such property, Employer shall be entitled to offset its value against any payments due Employee hereunder.

5.   Employee affirms his or her obligations under the Associate PC Purchase Loan Agreement (PC Loan) to repay Employer, if applicable, and hereby authorizes Employer to deduct the amount outstanding under the PC Loan from amounts due to him or her hereunder.

6.   The parties agree that following the termination of Employee’s employment with Employer they will refrain from making negative comments about, or otherwise disparaging, the other, specifically, the Employee agrees not to make negative comments about or disparage any of the Employer’s products or services to the general public, clients or potential clients and/or employees of Employer.

 

 

CheckFree Services Corporation
Individual Separation Agreement and General Release
CONFIDENTIAL
Page 2 of 7

7.   This Agreement shall not be construed as an admission by Employer of any liability, or any acts of wrongdoing, or the violation of any federal, state or local law, ordinance or regulation, nor shall it be considered as evidence of any such alleged liability, wrongdoing, or violation of any federal, state or local law, ordinance or regulation.

8.   Except as set forth herein, Employer and Employee agree, as a matter of current and specific intent, that this Agreement terminates all aspects of the relationship between them for all time, including, without limitation, the rights and obligations described in the Retention Agreement, except as specifically referenced in this Agreement and as follows: Employee may seek further employment with Employer, but Employee acknowledges that Employer has no legal or equitable obligation whatsoever to hire Employee for reinstatement, employment, re-employment, consulting or other similar status. Further, if Employee is hired, reinstated or offered consulting, Employer shall have, after the Employee’s new start date, no further obligation to pay the Employee any remaining amount of the Severance Payment. If the Employee is offered further employment, after the Employee’s new start date Employee recognizes that his or her relationship with the Employer shall be an ‘at will’ relationship and, further, the Emp