Exhibit 10.43
eFunds Corporation
Supplemental Transition Assistance Agreement
SUPPLEMENTAL TRANSITION ASSISTANCE AGREEMENT by and between eFunds
Corporation, a Delaware corporation (collectively with any
successor entity, the “Company”), and Nelson Eng
(“Executive”) dated as of the 1st day of
December 2006.
WHEREAS, Executive is employed as a
senior executive officer of the Company in a policy making
capacity;
WHEREAS, the Executive and the
Company have entered into that certain Transition Assistance
Agreement (the “Transition Assistance Agreement”) and
that certain Change in Control Agreement (the “Change in
Control Agreement” and, collectively with the Transition
Assistance Agreement, the “Agreements”), each of even
date herewith;
WHEREAS, the Company has requested
Executive to relocate his family to Scottsdale, Arizona as a
condition of his employment;
WHEREAS, the Executive and the
Company have entered into this Agreement to provide Executive with
the benefits described herein if certain events occur that alter
the assumptions made by Executive in agreeing to such relocation;
and
WHEREAS, it is the intention of the
parties that this Agreement is not an employment agreement and that
Executive’s employment with the Company shall continue to
remain “at-will” and terminable by the Company or
Executive at any time for any reason or no reason.
NOW, THEREFORE, the parties hereto
hereby agree as follows:
| I. |
|
Relocation Support Payments . |
(a) If
(i) Executive’s employment with the Company is
terminated by the Company under circumstances constituting a
“Qualifying Termination” (as such term is defined in
the Transition Assistance Agreement) within 36 months of the
date (the “Grant Date”) of grant associated with
Executive’s 2007 equity awards from the Company (or, if no
awards are made to Executive in 2007, within 36 months of the
date of grant of Executive’s initial equity awards),
(ii) the “Effective Date” should occur under the
Change in Control Agreement during such 36 month period or
(iii) there should be a vacancy in the role of Chief Executive
Officer of the Company during Executive’s tenure and the
Company does not offer such position to Executive, Executive shall,
subject to the further conditions of this Agreement, be entitled to
the payments described in the attached Exhibit A (the
“Relocation Benefits”) in the event he thereafter
elects to relocate to another city and State within the continental
United States.
(b) Executive’s
eligibility to receive the Relocation Benefits described in Section
1(a) is subject to the following conditions:
(i)
Executive must make the election to receive the Relocation Benefits
within 60 days of the occurrence of the event (the
“Triggering Event”) described in clauses (i), (ii) or
(iii) of Section 1(a) giving rise to Executive’s right
to elect to receive the Relocation Benefits;
(ii) If
the Triggering Event involves the events described in clauses
(ii) or (iii) of Section 1(a), Executive must submit his
written offer of resignation concurrently with making an election
to avail himself of the Relocation Benefits; and
(iii)
Executive must complete the relocation of his primary residence
within 180 days of submitting his election to receive the
Relocation Benefits.
(c) The amount of Relocation
Benefits payable by the Company hereunder shall be reduced by the
amount of any comparable benefits paid or payable to Executive by
any subsequent employer. In order to be eligible to receive the
Relocation Benefits, Executive must provide the Company with
documentation describing any relocation assistance received or to
be received by Executive from a subsequent employer or, if
applicable, a written statement to the effect that a subsequent
employer is not contributing to the cost of Executive’s
relocation. Executive agrees to refrain from manipulating the
elements of Executive’s compensation by any subseque
