Exhibit 10.40
Executive Transition Assistance Agreement
Amendment No. 1
AMENDMENT, dated December, 2006, to that certain Executive
Transition Assistance Agreement (the “Agreement”) by
and between Clyde L. Thomas (“Executive”) and eFunds
Corporation, a Delaware corporation (the
“Company”).
WHEREAS,
Executive and the Company have previously entered into the
Agreement to, among other things, provide Executive with assurances
regarding the transition assistance benefits to be received by
Executive in the event of a qualifying loss of Executive’s
employment and to secure Executive’s commitment not to
compete with the Company nor solicit its employees following the
termination of Executive’s employment by the Company;
WHEREAS,
the parties have determined to amend the Agreement to incorporate
the additional terms set forth herein;
WHEREAS,
the parties have determined to amend the Agreement to ensure its
exemption from the operation of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”);
and
WHEREAS,
capitalized terms used without definition herein shall have the
meanings assigned to such terms in the Agreement.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
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1. |
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Six-Month Payment Delay . Section 1(a)(i) of the
Agreement is hereby amended to read in full as follows: |
“(i) During the twelve month period (the “Initial
Payment Period”) following any Qualifying Termination,
Executive shall receive payments aggregating amount equal to
Executive’s annual base salary (the “Base
Amount”) on the Separation Date. Such payments will be made
to Executive in accordance with the Company’s regular payroll
practices, with the first such payment to be made on the
Company’s first regularly scheduled payroll date (the
“First Payroll Date”) that is more than six months
after the Separation Date. The first payment made to Executive
shall aggregate one-half of the Base Amount (plus any incremental
amount needed to bring the payments to Executive current to such
date) and thereafter bi-monthly payments will be made to Executive
until the conclusion of the Initial Payment Period.
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2. |
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Bonus Eligibility . Section 1(a) of the Agreement is
amended to add a paragraph (iii) thereto, such paragraph to
read in full as follows: |
“(iii) Subject to the terms and conditions set forth in this
Agreement (including the requirement of Compensation Committee
authorization described in Section 2(c)), if the Separation
Date occurs on or after December 31st of a given calendar year
and before the date (the “Bonus Payment Date”) that
bonuses for that year are paid to the Company’s U.S.
associates generally, Executive shall remain eligible to r
