Exhibit 10.2
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into this ___ day of _______, 2000 by
and between METAVANTE CORPORATION, a Wisconsin corporation (the "Company"), and
XXXXXX X. XXXXXXXXXX ("Executive").
RECITALS
Executive is employed by the Company as its President and Chief Executive
Officer and serves as a member of the Company's Board of Directors (the "Board
of Directors"). The Company desires to provide management continuity for the
three years subsequent to the date of the initial public offering of the
Company's stock (the "IPO") by continuing to employ Executive pursuant to the
terms of this Employment Agreement. Executive also desires to continue to be
employed by the Company in accordance with the terms and provisions contained
herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein, the Company and Executive agree as follows.
1. Employment.
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(a) The Company hereby employs Executive, and Executive hereby
accepts employment, on the terms and subject to the conditions contained
herein.
(b) During the Employment Term as defined in Section 2, below,
Executive shall serve as the President and Chief Executive Officer ("CEO")
of the Company. In such capacities, Executive shall faithfully and to the
best of his ability supervise, manage and administer the operations,
business and affairs of the Company. Executive shall have full executive
authority and responsibility, subject to the control and direction of the
Board of Directors, for the overall strategic policies, management and
leadership of the Company and its subsidiaries. During the Employment
Term, Executive shall also serve as a Director of the Company (for so long
as he shall be nominated and elected to fill such positions) and as an
officer and/or director of such subsidiaries of the Company as may be
designated by the Board of Directors, all without compensation other than
as specified in this Agreement.
(c) During the Employment Term, and excluding any periods of vacation
and sick leave to which Executive is entitled, Executive agrees to devote
substantially all of his business time, efforts and skills to the business
and affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to Executive hereunder, to use Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. It shall not be a violation of this Agreement for
Executive to (A) serve on corporate, civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal investments, so long as
such
activities do not materially interfere with the performance of Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.
2. Employment Term.
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The term of the employment of Executive under this Agreement (the
"Employment Term") shall commence as of the date hereof and shall continue,
unless sooner terminated under Section 7 hereof, until the third anniversary of
the IPO.
3. Salary.
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(a) During the Employment Term, Executive shall be paid a salary at
the rate of at least $380,000 per annum (the "Annual Base Salary"), payable
in equal installments in accordance with the Company's customary payroll
practices in effect from time to time.
(b) Executive's Annual Base Salary shall be reviewed at least
annually and may be increased at any time and from time to time as the
Compensation Committee of the Board of Directors (the "Compensation
Committee"), in its sole discretion, shall deem appropriate. The term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased. Any increase in Annual Base Salary shall not serve
to limit or reduce any other obligation to Executive under this Agreement.
Annual Base Salary shall not be reduced at any time during the Employment
Term. Annual Base Salary is subject to income and employment tax
withholding and all amounts in this Agreement are stated prior to any such
deductions.
4. Bonus and Long-Term Incentives.
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(a) In addition to Annual Base Salary, Executive shall be eligible to
receive, for each fiscal year ending during the Employment Term, an annual
bonus (the "Annual Bonus") determined in accordance with Executive's short-
term incentive plan as approved by the Compensation Committee or the
Company's Board of Directors (the "Bonus Plan").
(b) Executive shall be eligible to participate in those long-term
incentive plans available to senior executives of the Company, including
the 2000 Stock Incentive Plan or any successor thereto, in an amount and on
such terms as shall be determined by the Compensation Committee or as
otherwise provided in the applicable plan. Executive shall also be
eligible to participate in the Company's Deferred Compensation Plan, when
and if adopted, in accordance with its terms.
5. Benefits.
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(a) Subject to the application of any applicable anti-discrimination
rules, Executive shall be entitled to participate during the Employment
Term in all employee
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benefit plans, programs, practices or arrangements of the Company in which
other senior executives of the Company are eligible to participate from
time to time, including, without limitation, any qualified or non-qualified
pension, profit sharing and savings plans, any death benefit and disability
benefit plans, and any medical, dental, health and welfare plans on terms
and conditions at least as favorable as provided to other senior executives
of the Company.
(b) During the Employment Term, Executive shall be entitled to the
same fringe benefits and vacation time available to other senior executives
of the Company.
6. Expenses. The Company shall pay or reimburse Executive for all
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reasonable out-of-pocket expenses incurred by him in the course of performing
his duties for the Company in accordance with the Company's reimbursement
policies for senior executives as in effect from time to time. Executive shall
keep accurate records and receipts of such expenditures and shall submit such
accounts and proof thereof as may from time to time be required in accordance
with such expense account or reimbursement policies that the Company may
establish for its senior executives generally.
7. Termination of Employment. During the Employment Term, Executive's
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employment hereunder may be terminated under any of the following circumstances:
(a) Death or Disability. Executive's employment hereunder shall
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terminate automatically upon Executive's death during the Employment Term.
If the Company determines in good faith that a Disability (as defined
below) of Executive has occurred during the Employment Term, the Company
may give to Executive written notice in accordance with Section 7(d) of
this Agreement of its intention to terminate Executive's employment
hereunder. In such event, Executive's employment with the Company shall
terminate effective on the thirtieth (30th) day after receipt of such
notice by Executive (the "Disability Effective Date"), provided that,
within thirty (30) days after such receipt, Executive shall not have
returned to full-time performance of Executive's duties. For purposes of
this Agreement, "Disability" has the same meaning as in the Company's Long-
Term Disability Plan, or if there is no such plan, "Disability" means a
mental or physical condition which, in the opinion of the Board of
Directors, renders Executive unable or incompetent to carry out the
material job responsibilities which such Executive held or the material
duties to which Executive was assigned at the time the disability was
incurred, which has existed for at least three months and, which condition,
in the opinion of a physician selected by the Company's Board of Directors,
is expected to be permanent or to have a duration of more than six months .
(b) Termination by Company. The Company may terminate Executive's
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employment for Cause or without Cause in accordance with the provisions of
this Section 7. For purposes of this Agreement, "Cause" means (i) an act
or acts of personal dishonesty taken by Executive and intended to result in
substantial personal enrichment of Executive at the expense of the Company,
(ii) repeated violations by Executive of Executive's
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obligations under Section 1(b) of this Agreement which are demonstrably
willful and deliberate on Executive's part and which are not remedied
within thirty days after Executive's receipt of written notice from the
Company that specifically describes the violation(s), (iii) the conviction
of Executive of a felony, or (iv) any breach by Executive of Sections 9 or
10 of this Agreement (nondisclosure, noncompetition and nonsolicitation).
(c) Good Reason Termination. Executive may voluntarily terminate his
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employment hereunder for Good Reason. "Good Reason" means, without
Executive's consent, the occurrence of one or more of the following during
the Employment Term:
(i) a material diminution of or interference with Executive's
duties and responsibilities with the Company, including, but not
limited to a material demotion of Executive or a material reduction in
the number or seniority of other Company personnel reporting, directly
or indirectly, to Executive (except in connection with the termination
of Executive's employment for Disability, Cause, or as a result of
death);
(ii) a change in the principal workplace of Executive to a
location outside of a 50-mile radius from Xxxxx Deer, Wisconsin; or
(iii) nonpayment of all or a part of Executive's Annual Base
Salary or Annual Bonus computed in accordance with Section 3 or 4(a)
hereof, or a reduction in the Annual Base Salary which had theretofore
been provided to Executive pursuant to Section 3.
Notwithstanding the foregoing, Executive will not have "Good Reason" to
terminate his employment with the Company unless (i) the Executive
complies with the requirements of subsection (d) hereof and (ii) within the
thirty (30) day period after the Board of Directors receives the Notice of
Termination, as defined in Section 7(d), below (ten (10) days if the
exclusive basis for the claim is subsection (iii) hereof), the Company has
not reasonably cured the situation which is the basis for Executive's claim
of Good Reason to terminate.
(d) Notice of Termination. Any purported termination of Executive's
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employment by either party shall be communicated by Notice of Termination
to the other party. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which (i) indicates the specific
termination provision in this Agreement relied upon; (ii) if applicable,
sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the
provision so indicated; and (iii) indicates the Termination Date.
"Termination Date" shall mean in the case of Executive's death, his date of
death, or in all other cases of termination by the Company, the date
specified in the Notice of Termination; provided, however, that the date
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specified in the Notice of Termination shall be at least thirty (30) days
after the date the Notice of Termination is given to one party by the other
party, provided, further, that
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in the case of Disability, Executive shall not have returned to the full-
time performance of his duties during such period of at least thirty (30)
days. In the case of Executive's Good Reason Termination, the "Termination
Date" shall be no earlier than sixty (60) days after written notice by
Executive to the Company, unless the Company agrees to an earlier
Termination Date.
8. Obligations Upon Termination.
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(a) Termination by the Company for Cause. If Executive's employment
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with the Company is terminated by the Company for Cause, the Company will
pay and/or provide Executive with the following: (i) in a lump sum within
thirty days after the Termination Date, Executive's Annual Base Salary
earned but unpaid as of the Termination Date, Annual Bonus (for the fiscal
year ending prior to the year in which the Notice of Termination is given
and which is earned but unpaid as of the Termination Date) and long-term
incentive awards, if any, (for performance periods completed in the fiscal
year ending prior to the year in which the Notice of Termination is given
and which is earned but unpaid as of the Termination Date) (jointly
referred to as the "Accrued Obligations"), and (ii) all benefits to which
Executive is entitled under any benefit plans set forth in Section 5 hereof
in accordance with the terms of such plans through the Termination Date.
(b) Termination by Reason of Disability or Death. If Executive's
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employment with the Company is terminated during the Employment Term by
reason of Executive's Disability or death, the Company will pay and/or
provide Executive or Executive's legal representative, as the case may be,
with the following: (i) in a lump sum within ten days after compliance with
subsection (d) hereof, the Accrued Obligations and (ii) all benefits to
which Executive is entitled under any benefit plans set forth in Section 5
hereof in accordance with the terms of such plans through the Termination
Date. In addition, if Executive's employment with the Company is
terminated during the Employment Term by reason of Executive's Disability,
Executive shall receive a monthly amount equal to one-twelfth of the sum of
(a) his Annual Base Salary plus (b) the average of the Annual Bonuses
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earned by Executive for the two fiscal years preceding the fiscal year in
which the Termination Date occurs (including for this purpose bonuses
earned while Executive was employed by Xxxxxxxx & Ilsley Corporation if
Executive has not received two Annual Bonuses from the Company) (the
"Average Bonus") reduced by (c) any monthly payments received from the
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Company's short- or long-term disability plans and (d) any monthly payments
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to which Executive is entitled from any governmental social security,
workers compensation or similar plan (the "Supplemental Disability
Payments"), for the shorter of (A) 12 months or (B) the remaining number of
full months between the Termination Date and the third anniversary of the
IPO. Nothing contained herein shall prevent continued disability payments
for a further period under the terms of any short- or long-term disability
plans maintained by the Company after the Supplemental Disability Payments
terminate. However, any time periods applicable to disability payments
under such plans shall start when such Supplemental Disability Payments
commence. For
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example, if Executive receives 12 months of Supplemental Disability
Payments and the Company's long-term disability plan limits payments for
certain types of disabilities to two years, Executive will only be entitled
to an additional one year of payments for such disability under the
Company's plan assuming Executive otherwise meets the criteria for such
payments.
(c) Good Reason Termination or Termination by the Company Without
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Cause. If Executive terminates his employment hereunder for Good Reason,
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or the Company terminates Executive's employment without Cause, the Company
will pay and/or provide Executive with the following, but only for so long
as Executive complies with his responsibilities under Sections 9, 10 and 11
of this Agreement (nondisclosure, noncompetition and nonsolicitation): (i)
in a lump sum within ten days after compliance with subsection (d) hereof,
the Accrued Obligations, (ii) Annual Salary continuation until the third
anniversary of the IPO, (iii) in substantially equal monthly installments
beginning with the month after the Termination Date and ending with the
month in which the third anniversary of the IPO occurs, a total amount
equal to the product of (w) the average of the Annual Bonuses earned by
Executive for the two fiscal years preceding the fiscal year in which the
Termination Date occurs (including for this purpose bonuses earned while
Executive was employed by Xxxxxxxx & Xxxxxx Corporation if Executive has
not received two Annual Bonuses from the Company), and (x) a fraction, the
numerator of which is the number of days from the first day in the fiscal
year in which the Termination Date occurs until the third anniversary of
the IPO and the denominator of which is 365 and (iv) continuation of
health and dental coverage under the Company's plans, subsidized by the
Company to the same extent as active employees, from the Termination Date
until the third anniversary of the IPO, provided, however, that if
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Executive becomes reemployed with another employer and is eligible to
receive health or other benefits under another employer-provided plan, the
health and dental benefits provided hereunder shall be secondary to those
provided under such other plan. The coverage period for purposes of the
group health and dental continuation requirements of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, shall commence on
the later of (y) the Termination Date or (z) the date which is eighteen
months prior to the third anniversary of the IPO.
(d) Release of Claims. Notwithstanding the foregoing, the Company
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will not pay to Executive, and Executive will not have any right to receive
any payments described in Sections 8(b) and (c), unless and until Executive
or his legal representative (in the case of Executive's death or if
Executive is disabled such that he is unable to consent) executes, and
there shall be effective following any statutory period for revocation, a
release, in a form reasonably acceptable to the Company, that irrevocably
and unconditionally releases, waives, and fully and forever discharges the
Company and its past and current shareholders, members of the Board of
Directors, officers, employees, and agents from and against any and all
claims, liabilities, obligations, covenants, rights, demands and damages of
any nature whatsoever, whether known or unknown, anticipated or
unanticipated, relating to or arising out of Executive's employment with
the Company,
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including without limitation claims arising under the Age Discrimination in
Employment Act of 1977, as amended, Title VII of the Civil Rights Act of
1974, as amended, the Civil Rights Act of 1991, as amended, the Equal Pay
Act, as amended, and any other federal, state, or local law or regulation.
(e) Withholding and Other Issues. Payments to be made to Executive
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under this Section 8 will be reduced by any applicable income or employment
taxes which are required by be withheld under applicable law, and all
amounts are stated before any such deduction. Furthermore, none of the
payments under this Section 8 shall be included as compensation for
purposes of any pension, deferred compensation or welfare benefit plan or
program of the Company.
9. Nondisclosure.
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(a) During the Employment Term and during the two-year period
following his termination of employment with the Company, Executive shall
not make any Unauthorized Disclosure. For purposes of this Agreement,
"Unauthorized Disclosure" shall mean use by Executive or disclosure by
Executive without the consent of the Board of Directors of the Company to
any person, other than use or disclosure that is reasonably necessary or
appropriate in connection with the performance by Executive of his duties
as an executive of the Company or as may be legally required (provided the
provisions of Section 9(c) hereof are complied with), of any confidential
information obtained by Executive while in the employ of the Company,
including, but not limited to, confidential information with respect to any
of the Company's customers, suppliers, contractors, methods of operation,
services, products, mechanisms, databases, processes, programs and access
codes (the "Confidential Information"); provided, however, that
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Confidential Information shall not include the use or disclosure by
Executive, without consent, of any information known generally to the
public (other than as a result of disclosure by him in violation of this
Section 9(a)). Nothing herein shall limit Executive's confidentiality
obligation as regards any information which is a trade secret as defined in
Section 134.90 of the Wisconsin Statutes, or any successor thereto.
(b) Executive agrees that all memoranda, notes, records, papers,
financial models, mechanisms, programs, flow charts, work papers, source
codes, computer codes, designs, software, data and other documents and all
copies thereof relating to the operations or business of the Company, some
of which may be prepared by him, and all objects associated therewith (such
as samples) in any way obtained by him in connection with the performance
of his duties hereunder shall be the exclusive property of the Company.
Executive shall not, except for the Company's use, copy or duplicate any of
the aforementioned, not remove them from the Company's facilities, nor use
any information concerning them, in each case, except for the Company's
benefit, either during his employment or thereafter. Executive agrees that
he will deliver the original and all copies of all of the aforementioned
that may be in his possession to the Company on
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termination of his employment, or at any other time on the request of the
Board of Directors of the Company.
(c) If Executive is requested or becomes legally required or
compelled (by oral questions, interrogatories, requests for information or
documents, subpoena, civil or criminal investigative demand, or similar
process) or is required by a governmental body to make any disclosure that
is prohibited or otherwise constrained by this Agreement, Executive will
provide the Company with prompt notice of such request so that it may seek
an appropriate protective order or other appropriate remedy. Subject to
the foregoing, Executive may furnish that portion (and only that portion)
of the Confidential Information that Executive is legally compelled or is
otherwise required to disclose or else stand liable for contempt or suffer
other material censure or material penalty.
10. Noncompetition.
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(a) Restrictions. Executive agrees that he shall not at any time
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while Executive is employed by the Company and for an additional period set
forth below, without the Company's prior written consent, directly or
indirectly, accept employment with, consult for or otherwise render advice
or assistance to, any Competitor in any capacity which involves the
performance or fulfillment of any duty, responsibility or service
substantially similar to any of the duties, responsibilities or services
performed or fulfilled by Executive at the time of the termination of his
employment with the Company or during the one-year period preceding such
termination. The additional period shall be (i) two years following the
termination of his employment if Executive voluntarily terminates his
employment with the Company without Good Reason or the Company terminates
his employment for Cause or (ii) the shorter of (a) two years or (b) the
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period for which Executive receives payments pursuant to Section 8(c)
hereof if Executive terminates his employment for Good Reason or the
Company terminates his employment without Cause. The additional period
shall be the period for which Executive receives payments pursuant to the
last sentence of Section 8(b) hereof in the case of termination of
employment due to Disability.
(b) Definition of Competitor. For purposes of this Agreement, the
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term "Competitor" shall mean any business, incorporated or otherwise, which
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is engaged, directly or indirectly, in any business which competes with the
business conducted by the Company in which Executive participated during
his period of employment or any business actively contemplated by the
Company with Executive's participation during Executive's period of
employment, or is substantially similar thereto and which engages in
business in, or is located in, the United States.
11. Nonsolicitation.
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(a) Restrictions. Executive agrees that he shall not at any time
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while Executive is employed by the Company and for the additional period
set forth below, without the Company's prior written consent, directly or
indirectly:
(i) divert, or attempt to divert, any business from the Company
or contact, solicit or entice any Client of the Company (as hereafter
defined) so as to cause, or attempt to cause, any such Client not to
do business with the Company, to diminish its purchases from the
Company or to purchase products or services sold by the Company from
any source other than the Company; or
(ii) induce, or attempt to induce, any employee of the Company to
accept employment with a Competitor.
The additional period shall be (i) two years following the termination of
his employment if Executive voluntarily terminates his employment with the
Company without Good Reason or the Company terminates his employment for
Cause or (ii) the shorter of (a) two years or (b) the period for which
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Executive receives payments pursuant to Section 8(c) hereof if Executive
terminates his employment for Good Reason or the Company terminates his
employment without Cause. The additional period shall be the period for
which Executive receives payments pursuant to the last sentence of Section
8(b) hereof in the case of termination of employment due to Disability.
(b) Definition of Client. For purposes of this Agreement the term
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"Client" shall mean any person or business (i) which purchased goods or
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services from the Company during the one-year period preceding the
termination of Executive's employment; (ii) with whom the Company, with
Executive's assistance, was conducting negotiations for the sale of goods
or services at the time of the termination of Executive's employment and
which purchased goods or services from the Company within six months
thereafter; or (iii) to whom the Company had submitted a proposal, with the
assistance of Participant, within six months prior to Executive's
termination which was under consideration at the time of Executive's
termination; provided, however, that "Client" shall not include any person
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or business identified in subsection (i) who or which terminates its
business dealings with the Company without any encouragement by
Participant, or identified in subsection (ii) or (iii) who or which,
without any encouragement by Participant, elects to terminate negotiations
or consideration of the proposal.
(c) Definition of Competitor. For purposes of this Section 11, the
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term "Competitor" shall have the same meaning as in Section 10(b), above.
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(d) Obligation to Affiliates. As used in Sections 10 and 11, the
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term "Company" shall include any direct or indirect subsidiaries, sister
corporations or other
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corporations or business entities which the Company controls or which are
controlled by or under common control with the Company. As used herein the
term "Control" means the power, through the ownership of voting stock or
otherwise, to elect a majority of the Board of Directors of a corporation
or other business entity or to otherwise manage or control the business of
such entity.
12. Enforcement of Covenants. Executive recognizes that irreparable and
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incalculable injury will result to the Company, its businesses or properties in
the event of his breach of any of the restrictions imposed by Sections 9, 10 and
11, above. Executive therefore agrees that, in the event of any such actual,
impending or threatened breach, the Company will be entitled, in addition to any
other remedies and damages, to temporary and permanent injunctive relief
(without the necessity of posting a bond or other security) restraining the
violation, or further violation, of such restrictions by Executive and by any
other person or entity for whom Executive may be acting or who is acting for
Executive or in concert with Executive. Any term or provision of Section 9, 10
or 11 which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms and provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.
13. Exclusive Remedy. The payments, severance benefits and severance
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protections provided to Executive pursuant to this Agreement are to be paid and
provided in lieu of any severance payments, severance benefits and severance
protections provided in any other plan or policy of the Company.
14. Successors.
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(a) This Agreement is personal to Executive and without the prior
written consent of the Company shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Executive's
legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors.
15. Legal Fees and Expenses. In any legal proceeding commenced by the
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Company or Executive to enforce or interpret the terms of this Agreement, or to
recover damages for breach hereof, Executive, if the prevailing party, shall be
entitled to recover from the Company reasonable attorneys' fees and necessary
costs and disbursements incurred in such litigation, in addition to any other
relief to which he may be entitled. Notwithstanding the foregoing, this
provision shall not apply to any legal proceedings regarding Sections 9, 10 or
11 of this Agreement (nondisclosure, noncompetition and nonsolicitation) if
Executive voluntarily terminates his employment under this Agreement without
Good Reason.
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16. Miscellaneous.
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(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Wisconsin, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by
the Company and Executive or their respective successors and legal
representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party, delivered
by overnight courier, or by certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Executive: His most recent home address as it appears on
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the Company's records.
If to the Company: Metavante Corporation
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0000 Xxxx Xxxxx Xxxx Xx.
Xxxxx Xxxx, Xxxxxxxxx 00000-0000
Attention: General Counsel
or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) Executive's or Company's failure to insist upon strict compliance
with any provision hereof shall not be deemed to be a waiver of such
provision or any other provision thereof.
(e) This Agreement contains the entire understanding of the Company
and Executive with respect to the subject matter hereof. It is expressly
agreed that this Agreement supersedes and replaces any other agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto regarding the subject matter of this Agreement other than (i) the
terms of all qualified, welfare benefit and compensation plans and awards
in which Executive participates, and (ii) the Change of Control Agreements
entered into between the Company and Executive dated ________________ and
between Xxxxxxxx & Xxxxxx Corporation and Executive dated _____________
(the "Change of Control Agreements"). In all events, and notwithstanding
anything herein contained to the contrary, if a Change of Control, as
defined in the Change of Control Agreements, occurs, this Agreement shall
be of no further force and effect and the Change of Control
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Agreements shall govern the terms of Executive's employment and any
payments he is to receive upon the termination of his employment with the
Company. In no event will Executive be entitled to payments upon
termination of his employment under this Agreement if he is entitled to
payments upon termination of his employment under the Change of Control
Agreements.
(f) If Executive dies prior to receiving all of the amounts payable
to him in accordance with the terms and conditions of this Agreement, such
amounts shall be paid to the beneficiary ("Beneficiary") designated by
Executive in writing to the Company, or if no such Beneficiary is
designated, to Executive's estate. Executive, without the consent of any
prior Beneficiary, may change his designation of Beneficiary or
Beneficiaries at any time or from time to time by submitting to the Company
a new designation in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
METAVANTE CORPORATION
By: ____________________________________
EXECUTIVE
____________________________________
Xxxxxx X. Xxxxxxxxxx
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