EXHIBIT 10.11
TRANSITION SERVICES AGREEMENT
This Transition Services Agreement is entered into as of October 30,
2002 by and between The BISYS Group, Inc. (the "Company") and Xxxx X. Xxxxxx,
Chairman and Chief Executive Officer of BISYS.
Whereas, Xx. Xxxxxx and the Company desire to provide for an orderly
transition of the duties and responsibilities of the Chief Executive Officer as
part of the Company's CEO succession planning and for the Company to obtain the
benefit of Xx. Xxxxxx'x years of experience as Chairman and CEO of the Company
in connection with such transition.
Now, therefore, the parties enter this Agreement on the following terms
and conditions:
1. ROLE. Effective December 31, 2002, Xx. Xxxxxx shall resign as Chief
Executive Officer of BISYS and shall cease to be an executive
officer of the Company on that date. Xx. Xxxxxx shall continue as an
employee of BISYS until his retirement upon reaching the age of 65
on August 18, 2007 with the duties and responsibilities as set forth
herein. Xx. Xxxxxx shall continue as Chairman of the Board of
Directors in accordance with the By-Laws of the Company and shall
resign as a Director effective August 31, 2004, unless continued
service as a Director beyond that date is mutually agreed.
2. DUTIES AND RESPONSIBILITIES. Following December 31, 2002 through
August 31, 2004, Xx. Xxxxxx'x duties and responsibilities shall
include, without limitation, assisting the CEO in corporate
acquisition activities, European marketplace business development
initiatives, strategic planning and overall guidance of the
business. In addition, during his tenure as an employee of the
Company, Xx. Xxxxxx shall (a) provide such transition and other
assistance as is requested from time to time by the CEO and by the
Board of Directors, (b) report solely to the CEO and the Board of
Directors, (c) provide services exclusively to the Company, and (d)
be considered a full-time employee of the Company for purposes of
all employee benefits plans and programs of the Company.
3. BASE SALARY. Effective January 1, 2003, Xx. Xxxxxx shall receive an
annual base salary of $750,000. Effective September 1, 2004 through
his retirement as an employee of the Company, Xx. Xxxxxx shall
receive an annual base salary of $375,000.
4. ANNUAL BONUS. Xx. Xxxxxx'x annual bonus target for FY'03 shall
continue to be $700,000 as previously approved by the Board of
Directors, and shall be determined based on the strategic
positioning of the Company and the Company's achievement of the
revenue and earnings per share growth under its FY'03 Plan after
giving due consideration to the degree of difficulty in achieving
the growth implicit in the Plan. Thereafter, Xx. Xxxxxx'x annual
bonus opportunity shall be determined at the beginning of each
fiscal year by the Compensation Committee of the Board of Directors
upon the recommendation of the CEO with a target opportunity
compared to annual base salary consistent with prior periods and
measured by the achievement of individual accomplishments. The
actual incentive compensation payable to Xx. Xxxxxx shall be
determined by the Compensation Committee of the Board.
5. STOCK OPTIONS/STOCK OWNERSHIP. The options previously granted to Xx.
Xxxxxx and outstanding as of the date hereof shall continue in
effect in accordance with their terms; provided that effective the
date hereof (a) the stock options previously granted to Xx. Xxxxxx
that are "in the money" as of the date hereof, shall vest on the
date that Xx. Xxxxxx ceases to be Chairman of the Board of
Directors, to the extent not previously vested, and shall be
exercisable, to the extent not previously exercised, for the 30-day
period following such date, and (b) the options previously granted
to Xx. Xxxxxx, including reload stock options, with an exercise
price greater than the fair market value of a share of Common Stock
of the Company based on the last sale price of a share of Common
Stock on October 29, 2002, as reported by the New York Stock
Exchange, shall each be vested to the extent not previously vested
as of the date Xx. Xxxxxx ceases to be Chairman of the Board of
Directors and shall thereafter be exercisable for the full 10-year
term of the option, to the extent not previously exercised. Xx.
Xxxxxx shall continue to be eligible for future stock option grants
as approved by the Compensation Committee of the Board. The
Non-Compete Agreement dated August 4, 1993 entered into by Xx.
Xxxxxx in consideration of the grant of stock options and such other
restrictive covenant agreements that may apply to Xx. Xxxxxx during
his tenure as an employee and thereafter shall continue in effect in
accordance with their terms. Xx. Xxxxxx shall, to the extent he
determines to sell shares of Common Stock of the Company during his
term as a Director of the Company while subject to the reporting
obligations pursuant to the rules of the Securities and Exchange
Commission, attempt to sell such shares in an orderly fashion.
6. OUTSTANDING LOANS. The Executive Loan Agreement between the Company
and Xx. Xxxxxx dated September 9, 1999 in the aggregate principal
amount of $5,636,968.50 shall continue in accordance with its terms.
The parties acknowledge and agree that the term of such loans shall
not be extended or modified.
7. DEFERRED COMPENSATION PLAN. During the term of his employment with
the Company, Xx. Xxxxxx shall be eligible to continue to participate
as a Senior Participant in the Company's Deferred Compensation Plan
in accordance with its terms.
8. EMPLOYEE BENEFITS. Xx. Xxxxxx shall be eligible to participate in
all benefit programs offered to employees of the Company during the
term of his employment with the Company, including but not limited
to the Company's health and medical plans, 401(k) retirement plan
and employee stock purchase plan. Not later than Xx. Xxxxxx'x
retirement upon attainment of age 65, or as soon as practicable
following Xx. Xxxxxx'x earlier termination of employment for any
reason, the Company shall (a) procure, or (b) at Xx. Xxxxxx'x
request, use its best efforts to assist Xx. Xxxxxx in procuring, a
separate insurance policy to provide health and medical coverage for
the benefit of Xx. Xxxxxx and his wife, Xxxxxxxxx Xxxxxx, for their
remaining lives, at a level comparable to the current coverage
available to Xx. Xxxxxx and his wife; provided that the maximum
amount payable by the Company in any one year under clause (a) or
(b) above shall not exceed $15,000. Xx. Xxxxxx and his wife shall be
responsible for the annual cost of such coverage in excess of
$15,000.
9. SPLIT-DOLLAR INSURANCE. The existing split-dollar life insurance
policy for the benefit of Xx. Xxxxxx'x designated beneficiary (ies)
shall continue in effect in accordance
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with its terms, subject to any limitations that may be imposed by
statute or regulatory action.
10. FINANCIAL PLANNING/TAX PREPARATION SERVICES. Xx. Xxxxxx shall be
eligible to continue to receive financial planning/tax preparation
services at the level currently available to him during the term of
his employment with the Company.
11. OFFICE/ADMINISTRATIVE SUPPORT. During the period that Xx. Xxxxxx
serves as Chairman of the Board of Directors, he shall continue to
use the office currently provided to him by the Company at the
corporate headquarters. During the remaining period of his
employment with the Company, Xx. Xxxxxx shall be provided office
space reasonably comparable to his current office. During the term
of his employment, Xx. Xxxxxx shall be entitled to receive customary
executive secretarial and administrative support. At both the
Company provided office and Xx. Xxxxxx'x home office, the Company
shall provide services customarily available to an executive officer
of the Company (e.g., personal computer, telephone and e-mail, voice
mail and fax services). Xx. Xxxxxx shall be reimbursed for all
business expenses in accordance with the Company's expense
reimbursement policy and shall have use of such services customarily
available to executives of the Company in connection with the
performance of his duties and responsibilities.
12. KEY EXECUTIVE SEPARATION AGREEMENT. The "Key Executive" Separation
Agreement provided to Xx. Xxxxxx by letter agreement dated June 9,
1999 shall continue in effect in accordance with its terms during
the term of Xx. Xxxxxx'x employment, except that in the event of a
termination of Xx. Xxxxxx'x employment following -a Change of
Control (as defined in such Agreement) after August 31, 2004, Xx.
Xxxxxx shall receive a lump sum payment equal to the product of (a)
the sum of (i) his then present annual base salary and (ii) the
greater of his then current fiscal year "at Plan" annual incentive
compensation target and the amount paid in respect of the prior
fiscal year, times (b) the number of whole and partial years
remaining during the period from the termination of his employment
with the Company until August 18, 2007.
13. MISCELLANEOUS.
13.1 This Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, legal
representatives, successors and permitted assigns.
13.2 If any provision of this Agreement shall be determined by a
court of competent jurisdiction to be unenforceable for any
reason, such provision shall be deemed to be severable and
this Agreement shall otherwise continue in full force and
effect.
13.3 The parties acknowledge that they have read this Agreement,
that they are relying solely upon the terms and conditions set
forth herein, and are not relying upon any other
representations, warranties or inducements whatsoever as an
inducement to enter into this Agreement, other than those
references herein and acknowledge that no representations,
warranties or covenants have been made which are not
referenced in this Agreement.
13.4 The failure to enforce at any time any of the provisions of
this Agreement or the failure to require at any time
performance of any of the provisions of this Agreement shall
in no way be construed to be a waiver of such provisions or to
affect either the
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validity of this Agreement or any part hereof, or the right
thereafter to enforce each and every such provision in
accordance with the terms of this Agreement.
13.5 This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of
which together shall constitute one and the same document.
13.6 This Agreement constitutes the entire understanding of the
parties with respect to the subject matters hereof and
replaces and supersedes any and all prior agreements, oral and
written, between the parties hereto with respect to the
subject matter hereof, except that the agreements referenced
herein shall continue in full force and effect other than as
they are specifically modified herein, and may not be changed,
modified, altered, or amended, nor any of its provisions
waived, except in a writing signed by the parties hereto.
In witness whereof, the parties hereto hereby execute this Transition Services
Agreement as of the date first written above.
The BISYS Group, Inc.
By: /s/ Xxxxx X. Dell
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Xxxxx X. Dell
Executive Vice President
General Counsel and Secretary
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Approved by the Board of Directors pursuant to authority duly granted by the
signatures of the following Directors:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Chairman, Compensation Committee of the Board of Directors
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chairman, Nominating and Governance Committee of the Board of Directors
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