Exhibit 10.36
Amendment No. 1 to
Executive Employment Agreement
AMENDMENT, dated as of October 19, 2000, to that certain Executive
Employment Agreement, dated May 9, 2000 (the "Agreement"), by and between eFunds
Corporation, a Delaware corporation (the "Company"), and Xxxx X. Xxxxxxxxx III
(the "Executive").
WHEREAS, the Company and the Executive have entered into that certain
Change in Control Agreement, of even date herewith (the "CIC Agreement"), and
wish to amend the Agreement in order to appropriately conform it to the CIC
Agreement;
WHEREAS, Deluxe has revised the transaction pursuant to which it intends to
distribute all of its shares of the Company's common stock to its shareholders
from the Split-Off to a spin-off and the parties wish to make the appropriate
conforming changes to the Agreement; and
WHEREAS, capitalized terms used without definition herein shall have the
meanings set forth in the Agreement.
NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the Company and the Executive set forth below, the Company and
the Executive agree as follows:
1. Deletion of Definitions.
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Section I of the Agreement ("Certain Definitions") shall be deleted in its
entirety and replaced with:
"Capitalized terms used without definition herein shall have the meanings
assigned to such terms in that certain Change in Control Agreement, dated
as of October 19, 2000 (the "CIC Agreement"), by and between the
Executive and the Company.
2. Amendment of Section II ("Employment Period")
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(a) The first sentence of Section II of the Agreement shall be deleted and
replaced with:
"Upon the terms and conditions set forth herein, the Company
hereby employs the Executive, and the Executive accepts such
employment, commencing on the date (the "Start Date") of the
Split-Off."
(b) The third sentence of Section III shall be deleted and replaced with:
"Upon the expiration of the Employment Period, the Executive's
employment with the Company will cease, unless the Employment
Period is extended by mutual agreement of the parties."
3. Amendment of Section III ("Terms of Employment")
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The words "Unless otherwise agreed by the Executive," shall be inserted at
the beginning of the second sentence of Section III (B)(2) of the Agreement.
4. Amendment to Section IV ("Business Combination; Expiration of Employment
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Period")
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Section IV of the Agreement shall be deleted in its entirety and replaced
with:
"All outstanding, unvested options, restricted shares, restricted stock
units and SARs theretofore granted to the Executive under the Company's
2000 Stock Incentive Plan or any successor or replacement plan shall,
except as may be otherwise specifically provided in any given award
agreement, fully and immediately vest upon the expiration of the Employment
Period if the Executive remains in the employ of the Company through such
date of expiration."
5. Amendment to Section VII ("Non-exclusivity of Rights")
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Section VII of the Agreement shall be amended to add the following after
the last sentence thereof:
"In furtherance, and not by way of limitation, of the foregoing, the
parties hereto agree that in the event that the Effective Date shall occur
under the CIC Agreement of if the conditions described in Section IV(H)
thereof shall be satisfied, the provisions of the CIC Agreement shall
supercede and prevail over the terms and conditions of this Agreement and
the terms of employment of the Executive and the Company's post-termination
obligations to the Executive shall be determined by reference to the CIC
Agreement instead of (and not in addition to) this Agreement."
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6. Change of Address
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The address for giving notices to the Company set forth in Section XII(B)
shall be revised to read:
eFunds Corporation
0000 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: General Counsel
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the date first above written.
eFunds Corporation Executive
By:/s/ Xxxxxxx X. Adstedt /s/ Xxxx X. Xxxxxxxxx III
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Xxxxxxx X. Adstedt Xxxx X. Xxxxxxxxx, III
Senior Vice President - -
Human Resources
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