AGREEMENT
Exhibit 10.2
THIS AGREEMENT (the “Agreement”) by and between S1 Corporation (“S1” or the “Company”), and
Xxxx X. Xxxxx (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of
November 30, 2006 (the “Effective Date”).
WHEREAS, the Company and You have agreed to the terms and conditions as stated below in the
event of termination of employment as described herein, and the Parties desire to express the
terms and conditions thereof in this Agreement;
1. Separation Payments. Subject to the terms and conditions in this Agreement, if S1
terminates your employment without cause, then:
(a) the Separation Payments shall be made for a period equal to twelve (12) months (the
“Separation Pay Period”). The Separation Payments shall be made on the last day of each
month, and shall be for an amount equal to one twelfth (1/12) of your then-current base
salary. If the last day of the month falls on a weekend or a legal holiday, the respective
Separation Payment will be paid on the business day immediately preceding such day. Except
as provided in the previous sentence, under no circumstances will any Separation Payment to
be made under this sub-paragraph be accelerated or deferred; and
(b) reimburse your COBRA premiums under S1’s major medical group health plan on a
monthly basis during the Separation Pay Period upon submission of paid receipts by You.
2. At-Will Employment. This Agreement does not create a contract of employment or a contract
for benefits. Your employment with the Company is and remains at all times an at-will
relationship. This means that at either Your option or the Company’s option, Your employment may
be terminated at any time, with or without cause, and with or without notice. This Agreement does
not alter the at-will employment relationship.
3. Release Obligations. The Company’s obligation to pay You the Separation Payments, will be
conditioned upon Your execution, compliance with, and non-revocation of a Separation & Release
Agreement in a form prepared by the Company, which includes, but is not limited to, Your release of
the Company from any and all liability and claims of any kind. If You do not execute, comply with,
and refrain from revoking an effective Separation & Release Agreement, the Company will have no
obligation to pay You under this Agreement.
4. Withholding. All payments made pursuant to this Agreement will be subject to applicable
withholdings, including taxes and Social Security.
5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
concerning the subject matter of this Agreement. Additionally, this letter supersedes any prior
communications, agreements or understandings, whether oral or written, between you and S1 relating
to severance payments of any type or nature, including without limitation, any separation payments
set forth in S1’s offer letter to you dated May 18, 2004. Other than the terms of this Agreement,
no other representation, promise or agreement has been made with You to cause You to sign this
Agreement. This letter does not constitute a contract of employment.
6. Governing Law, Jurisdiction and Venue. The laws of the State of Georgia will govern this
Agreement. If Georgia’s conflict of law rules would apply another state’s laws, the Parties agree
that Georgia law will still govern. You agree that any claim arising out of or relating to this
Agreement will be brought in a state or federal court of competent jurisdiction in Georgia. You
consent to the personal jurisdiction of the state and/or federal courts located in Georgia. You
waive (i) any objection to jurisdiction or venue, or (ii) any defense claiming lack of jurisdiction
or improper venue, in any action brought in such courts.
7. Waiver. The Company’s failure to enforce any provision of this Agreement will not act as a
waiver of that or any other provision. The Company’s waiver of any breach of this Agreement will
not act as a waiver of any other breach.
8. Severability. The provisions of this Agreement are severable. If any provision is
determined to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions
and any partially enforceable provisions will remain in full force and effect.
9. Amendments. This Agreement may not be amended or modified except in writing signed by both
Parties.
10. Successors and Assigns. This Agreement will be assignable to, and will inure to the
benefit of, the Company’s successors and assigns, including, without limitation, successors through
merger, name change, consolidation, or sale of a majority of the Company’s stock or assets, and
will be binding upon You and Your heirs and assigns.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
| S1 Corporation | ||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: Xxxxxx Xxxxxx Title: CEO |
||||
| Xxxx X. Xxxxx: | ||||
| /s/ Xxxx X. Xxxxx | ||||
