WITNESSETH:Severance Agreement • March 11th, 2004 • National Processing Inc • Services-business services, nec • Kentucky
BY AND AMONGStock Purchase Agreement • August 13th, 2001 • National Processing Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 13th, 2004 • National Processing Inc • Services-business services, nec • Ohio
BETWEEN NATIONAL PROCESSING COMPANY ("SELLER") AND INTERNATIONAL PAYMENT SERVICES, INC. ("BUYER")Asset Purchase Agreement • May 17th, 1999 • National Processing Inc • Services-computer processing & data preparation • Delaware
BETWEEN NATIONAL PROCESSING COMPANY ("Seller") AND INVESTMENT SERVICES INTERNATIONAL CO., LLC ("Buyer")Asset Purchase Agreement • April 1st, 1999 • National Processing Inc • Services-computer processing & data preparation • Kentucky
1 Exhibit 10.40 EMPLOYMENT AGREEMENT -------------------- AGREEMENT by and between National City Corporation, a Delaware corporation (the "Company") and Donald Kenney (the "Executive") dated as of the 19th day of March, 1998. The Company has...Employment Agreement • May 15th, 1998 • National Processing Inc • Services-computer processing & data preparation • Delaware
by and amongStock Purchase Agreement • November 14th, 1997 • National Processing Inc • Services-computer processing & data preparation • New York
BY AND AMONGAsset Purchase Agreement • August 13th, 2001 • National Processing Inc • Services-computer processing & data preparation • Delaware
WITNESSETH:Severance Agreement • August 6th, 2004 • National Processing Inc • Services-business services, nec • Kentucky
Exhibit 10.34 RETENTION AGREEMENT ------------------- This Retention Agreement (the "Agreement") by and between NORMAN M. MARTIN (the "Executive") and NATIONAL PROCESSING, INC., an Ohio corporation (the "Company"), is hereby entered into as of the 4th...Retention Agreement • August 6th, 2004 • National Processing Inc • Services-business services, nec • Ohio
VISA U.S.A. INC. GUARANTYGuaranty • November 12th, 2002 • National Processing Inc • Services-computer processing & data preparation • California
NATIONAL PROCESSING, INC. Stock Option Agreement - Non-Incentive Stock Option 1996 PlanStock Option Agreement • May 12th, 1997 • National Processing Inc • Services-computer processing & data preparation
1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT AND UNDERTAKING OF CONFIDENTIALITY In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and Undertaking of Confidentiality...Employment Agreement • March 23rd, 2000 • National Processing Inc • Services-computer processing & data preparation • Kentucky
RECITALS --------Director Indemnification Agreement • July 13th, 1999 • National Processing Inc • Services-computer processing & data preparation • Ohio
1 Exhibit 10.45 LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • August 13th, 2001 • National Processing Inc • Services-computer processing & data preparation • Delaware
1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT AND UNDERTAKING OF CONFIDENTIALITY In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and Undertaking of Confidentiality...Employment Agreement • March 23rd, 2000 • National Processing Inc • Services-computer processing & data preparation • Kentucky
EXHIBIT 10.33 RETENTION AGREEMENT This Retention Agreement (the "Agreement") by and between MARK D. PYKE (the "Executive") and NATIONAL PROCESSING, INC., an Ohio corporation (the "Company"), is hereby entered into as of the 12th day of July, 2004, and...Retention Agreement • August 6th, 2004 • National Processing Inc • Services-business services, nec • Ohio
BY AND AMONGu.s. Asset Purchase Agreement • August 13th, 2001 • National Processing Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 10.39 EMPLOYMENT AGREEMENT AND UNDERTAKING OF CONFIDENTIALITY ------------------------------ In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and...Employment Agreement • November 12th, 2002 • National Processing Inc • Services-computer processing & data preparation • Kentucky
GUARANTEEGuarantee • August 8th, 2003 • National Processing Inc • Services-business services, nec
In consideration of, and as an inducement for, MasterCard International Incorporated, a Delaware membership corporation (hereinafter called "MasterCard"), having its principal place of business at 2000 Purchase Street, Purchase, N.Y. 10577-2509, accepting National City Bank of Kentucky, (hereinafter called "Member") having its principal place of business at 101 South Fifth Street, Louisville, KY 40232 as a card member and licensee of MasterCard, the undersigned National Processing, Inc. (hereinafter called the "Guarantor") having its principal place of business at 1231 Durrett Lane, Louisville, Kentucky 40213 does hereby unconditionally and irrevocably guarantee to MasterCard, without offset or deduction, the prompt payment of all amounts hereinafter at any time due MasterCard from Member pursuant to its license agreement with MasterCard, the Bylaws and Rules of MasterCard, and all rules, regulations and policies of MasterCard now and hereinafter at any time in effect, including, witho
Exhibit 10.19 EMPLOYMENT AGREEMENT AND UNDERTAKING OF CONFIDENTIALITY In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and Undertaking of Confidentiality...Employment Agreement • February 19th, 2003 • National Processing Inc • Services-computer processing & data preparation
Exhibit 10.22 SEPARATION AGREEMENT, RELEASE AND WAIVER In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this agreement, National Processing, Inc., an Ohio corporation ("National...Separation Agreement • November 12th, 2002 • National Processing Inc • Services-computer processing & data preparation
1 Exhibit 10.39 EMPLOYMENT AGREEMENT AND UNDERTAKING OF CONFIDENTIALITY In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and Undertaking of Confidentiality...Employment Agreement • March 31st, 1998 • National Processing Inc • Services-computer processing & data preparation • Kentucky
1- 2 3. Term & Termination. This Agreement shall have an initial term of three (3) years, commencing on the date hereof, and shall automatically renew for successive one (1) year terms unless terminated as provided herein. Either party may terminate...Master Remittance Processing Services Agreement • April 1st, 1999 • National Processing Inc • Services-computer processing & data preparation • Ohio
Exhibit 10.21 EMPLOYMENT AGREEMENT AND UNDERTAKING OF CONFIDENTIALITY In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and Undertaking of Confidentiality...Employment Agreement • November 12th, 2002 • National Processing Inc • Services-computer processing & data preparation • Kentucky
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT AND UNDERTAKING OF CONFIDENTIALITY ------------------------------ In consideration of their mutual promises and agreements and subject to the terms and conditions set forth below in this Employment Agreement and...Employment Agreement • May 12th, 1997 • National Processing Inc • Services-computer processing & data preparation • Kentucky
