WHEREAS, Michele
J. Langstaff (“Employee”) was an employee of eFunds
Corporation, a Delaware corporation (the
“Company”);
WHEREAS,
Employee’s employment with the Company was terminated
effective as of February 20, 2006 (the “Separation
Date”);
WHEREAS, Employee
and the Company have previously entered into that certain
Separation Agreement, dated as of December 15, 2005 (the
“Separation Agreement”), pursuant to which the Company
has agreed to make certain payments to Employee following the
termination of her employment; and
WHEREAS, it is a
condition to the Company’s obligation to make the payments
provided for in the Separation Agreement that Employee execute,
deliver and not rescind this Release.
NOW, THEREFORE, IN
CONSIDERATION OF THE FOREGOING, Employee and the Company hereby
agree as follows:
(a) As
consideration for the promises of the Company contained in the
Separation Agreement, Employee, for herself and her successors and
assigns, hereby fully and completely releases and waives any and
all claims, complaints, rights, causes of action or demands of
whatever kind, whether known or unknown or suspected to exist by
Employee (collectively, “Claims”) which she has or may
have against the Company and any company controlling, controlled by
or under common control with the Company (collectively with the
Company, the “Controlled Group”) and their respective
predecessors, successors and assigns and all officers, directors,
shareholders, employees and agents of those persons and companies
(“the Released Parties”) arising out of or related to
any actions, conduct, promises, statements, decisions or events
occurring prior to or on the Separation Date (the “Released
Matters”), including, without limitation, any Claims based on
or arising out of Employee’s employment with the Controlled
Group and the cessation of that employment; provided ,
however , that this Release shall not operate to relieve the
members of the Controlled Group of any obligation to indemnify
Employee against any Claims brought against Employee by any third
party by reason of Employee’s status as an officer or
employee of the Controlled Group; and, provided ,
further , that if the Company should hereinafter assert any
cause of action against Employee in any court or before any
arbitrator, this Release shall be rescinded and thereafter be
wholly null and void. So long as this Release remains effective as
against Employee, Employee agrees that she will not, and will cause
her affiliates not to, institute any legal proceedings against the
Released Parties in respect of any Claim nor will she authorize any
other party, whether governmental or otherwise, to seek individual
remedies on her behalf with respect to any Claim. The Company
agrees that, by signing this Release Employee i
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