Exhibit 10.3
PAYMENT WAIVER
AGREEMENT
This Payment Waiver Agreement (the
“Agreement”) is made and entered into as of
August 16, 2009 by and between Goldleaf Financial
Solutions, Inc. (“Company”), and G. Lynn Boggs
(“Employee”).
W I T N E S S E T H:
WHEREAS, Employee and Company
previously entered into an Employment Agreement dated
December 9, 2005 that was amended on May 10, 2007 (the
“Employment Agreement”);
WHEREAS, Company is contemplating a
merger with a wholly-owned subsidiary of Jack Henry &
Associates, Inc. (“JKH”) and (the “JKH
Merger”); and
WHEREAS, the Board of Directors of
Company has requested and Employee has agreed to waive certain
contractual rights to receive cash and other consideration with an
estimated fair value of between $318,875 and $352,337 in connection
with the JKH Merger; and
WHEREAS, Employee has done so in
order to induce JKH to directly increase the merger consideration
payable to the shareholders of the Company by $318,875;
and
WHEREAS, as a condition precedent to
such merger consideration increase, JKH has required the
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