Exhibit 10.8
RELEASE
WHEREAS, Xxxx X. Xxxxxxx ("Executive") is an employee of eFunds
Corporation, a Delaware corporation (the "Company");
WHEREAS, Executive's employment with the Company has been terminated
effective as of June 28, 2002 (the "Separation Date");
WHEREAS, Executive and the Company have previously entered into that
certain Executive Transition Assistance Agreement, dated as of December 11, 2001
(the "Transition Agreement"), pursuant to which the Company has agreed to make
certain payments to Executive following the termination of his or her
employment; and
WHEREAS, it is a condition to the Company's obligation to make the
payments provided for in the Transition Agreement that Executive execute,
deliver and not rescind this Release.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, Executive and the
Company hereby agree as follows:
1. Release.
(a) As consideration for the promises of the Company contained
in the Transition Agreement, Executive, for himself and his successors and
assigns, hereby fully and completely releases and waives any and all claims,
complaints, rights, causes of action or demands of whatever kind, whether known
or unknown or suspected to exist by Executive (collectively, "Claims") which he
has or may have against the Company and any company controlling, controlled by
or under common control with the Company (collectively with the Company, the
"Controlled Group") and their respective predecessors, successors and assigns
and all officers, directors, shareholders, employees and agents of those persons
and companies ("the Released Parties") arising out of or related to any actions,
conduct, promises, statements, decisions or events occurring prior to or on the
Separation Date (the "Released Matters"), including, without limitation, any
Claims based on or arising out of Executive's employment with the Controlled
Group and the cessation of that employment; provided, however, that such release
shall not operate to relieve the members of the Controlled Group of any
obligation to indemnify Executive against any Claims brought against Executive
by any third party by reason of Executive's status as an officer or employee of
the Controlled Group. As an essential inducement to Executive to enter into this
Agreement, and as consideration for the promises of Executive contained herein,
the Company, for itself and its successors, assigns and affiliates hereby fully
and completely releases and waives any and all Claims which it or they have or
may have against Executive arising out of or related to the Released Matters;
provided, however, that such release shall not operate to relieve Executive from
any obligation to reimburse the members of the Controlled Group for any
disbursements (such as travel and entertainment expenses) improperly charged by
Executive to such Group. Executive and the Company each further agree that they
will not, and will cause their affiliates not to, institute any legal
proceedings against the persons released by them in respect of any Claim nor
will they authorize any other party, whether governmental or otherwise, to seek
individual remedies on their behalf with respect to any Claim. Executive and the
Company agree that, by signing this Release, neither party is waiving any Claim
arising after the Separation Date or under the Transition Agreement.
(b) Executive's release of Claims is intended to extend to and include
Claims of any kind arising Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. Sections 2000e et seq., the Age Discrimination in Employment
Act, 29 U.S.C. Sections 621 et seq., the Americans with Disabilities Act, 42
U.S.C. Sections 12101 et seq., the Delaware Discrimination in Employment Act,
Del. Code Xxx. Tit. 19, Sections 710-718, the Delaware Handicapped Persons
Employment Protections Act, Del. Code Xxx. Tit. 19, Sections 720-728 and any
other federal, state or local statute, Executive Order or ordinance prohibiting
employment discrimination or otherwise relating to employment, as well as any
claim for breach of contract, wrongful discharge, breach of any express or
implied promise, misrepresentation, fraud, retaliation, violation of
public policy, infliction of emotional distress, defamation, promissory
estoppel, equitable estoppel, invasion of privacy or any other theory, whether
legal or equitable.
(c) Executive has been informed of Executive's right to revoke
this Release insofar as it extends to potential claims under the Age
Discrimination in Employment Act by informing the Company of Executive's intent
to revoke this Agreement within seven (7) calendar days following the execution
of this Release by Executive. Executive has further been informed and
understands that any such rescission must be in writing and hand-delivered to
the Company or, if sent by mail, postmarked within the applicable time period,
sent by certified mail, return receipt requested, and addressed as follows:
eFunds Corporation
Xxxxxx Ranch Center II
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: General Counsel
The Company and Executive agree that if Executive exercises Executive's right of
rescission, under this Section (c), the Company's obligations under Section 1 of
the Transition Agreement shall be null and void.
2. Miscellaneous.
(a) Executive may not assign or delegate any of Executive's
rights or obligations in respect of this agreement and any attempted assignment
or delegation shall be void and of no effect. This agreement is binding upon and
enforceable by the Company and the other members of the Controlled Group and
their respective successors and assigns and inures to the benefit of Executive
and Executive's, heirs and executors. This agreement is governed by the
substantive laws of the State of Delaware, without regard to its conflicts of
law rules.
(b) The failure of a party to insist upon strict compliance
with any of the terms, conditions or covenants expressed in this Agreement shall
not be deemed a waiver of such term, condition or covenant, or any other term,
condition or covenant, nor shall any waiver or relinquishment of any right or
power under this Agreement on one or more times be deemed a waiver or
relinquishment of such right or power or any other right or power at any other
time or times.
(c) Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
(d) This Agreement may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
instrument.
IN WITNESS WHEREOF, the Company and Executive have hereunto set their
hands to this Release as of the dates set forth below.
eFUNDS CORPORATION
Dated: July 1, 2002 By: /s/ Xxxxxxx Xxxxxxx
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Its SVP, HR and Admin
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Dated: June 28, 2002 /s/ Xxxx X. Xxxxxxx
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STATE OF Arizona)
County of Maricopa)
Subscribed and sworn before me
this 28th day of June, 2002
/s/ Xxxxxxx X. Xxxxxxx seal
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Notary Public, State of AZ
My Commission expires: December 7, 2005
