EXHIBIT 10.2
CORILLIAN CORPORATION
SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made and entered into by and
between __________________ (the "Employee") and Corillian Corporation (the
"Company"), effective as of the latest date set forth by the signatures of the
parties hereto below.
R E C I T A L S
A. Because of Employee's significant role in the Company's
business, the Compensation Committee (the "Committee") of the Board of Directors
of the Company (the "Board") has determined that it is in the best interests of
the Company and its shareholders to establish clear terms for the termination of
Employee's employment with the Company.
B. In addition, it is expected that the Company from time to time
will consider the possibility of an acquisition by another company or other
change of control as a means of enhancing shareholder value. The Committee
recognizes that such consideration can be a distraction to the Employee and can
cause the Employee to consider alternative employment opportunities. The
Committee has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication and
objectivity of the Employee, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below) of the Company.
C. The Committee believes that it is imperative to provide the
Employee with certain severance benefits upon the Employee's termination of
employment, including as a result of a Change of Control.
D. Certain capitalized terms used in the Agreement but not
defined when first used are defined in Section 6 below.
NOW, THEREFORE, the parties hereto agree as follows:
1. TERM OF AGREEMENT. This Agreement shall terminate upon the date that
all obligations of the parties hereto with respect to this Agreement have been
satisfied.
2. AT-WILL EMPLOYMENT. The Company and the Employee acknowledge that,
unless there is a written employment agreement between the Company and the
Employee, which this Agreement is acknowledged by the Employee not to be, the
Employee's employment is and shall continue to be at-will, as defined under
applicable law. If the Employee's employment terminates for any reason, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation except for those
payments that may be set forth herein or that may be available pursuant to other
written agreements with the Company.
3. SEVERANCE BENEFITS.
(a) Termination Not in Connection with a Change of Control. If the
Employee's employment terminates as a result of Involuntary Termination
(as defined below) other than for Cause at any time more than 90 days
preceding a Change of Control or announcement of a Change of Control,
whichever occurs earlier, then, subject to Section 5, the Employee
shall be entitled to receive the following severance benefits:
(1) Severance Payment. After the condition set forth in
Section 3(e) is satisfied, a cash payment in an amount equal to the
Severance Payment;
(2) Timing of Severance Payments. Any severance payment to
which the Employee is entitled under Section 3(a)(1) shall be paid by
the Company to the Employee (or to the Employee's successor in
interest, pursuant to Section 7(b)) in accordance with the Company's
customary payroll schedule over the Severance Period after the
condition set forth in Section 3(e) has been satisfied.
(b) Termination in Connection with a Change of Control. If the
Employee's employment terminates as a result of Involuntary Termination
(as defined below) other than for Cause (i) within 90 days preceding a
Change of Control or announcement of a Change of Control, whichever
occurs earlier, or (ii) within twelve (12) months following a Change of
Control or the announcement of a Change of Control, whichever comes
later, then, subject to Section 5, the Employee shall be entitled to
receive the following severance benefits:
(1) Severance Payment. After the condition set forth in
Section 3(e) is satisfied, a cash payment in an amount equal to the
Severance Payment;
(2) Timing of Severance Payments. Any severance payment
to which the Employee is entitled under Section 3(b)(1) shall be paid
by the Company to the Employee (or to the Employee's successor in
interest, pursuant to Section 7(b)) in accordance with the Company's
customary payroll schedule over the Severance Period after the
condition set forth in Section 3(e) has been satisfied.
(c) Voluntary Resignation; Termination for Cause. If the Employee's
employment terminates by reason of the Employee's voluntary resignation
(and is not an Involuntary Termination), or if the Employee is
terminated for Cause, then the Employee shall not be entitled to
receive severance or other benefits except for those (if any) as may
then be established under the Company's then existing option and
benefits plans and practices or pursuant to other written agreements
with the Company.
(d) Disability; Death. If the Company terminates the Employee's
employment as a result of the Employee's Disability, or the Employee's
employment is terminated due to the death of the Employee, then the
Employee shall not be entitled to receive severance or other benefits
except for those (if any) as may then be established under the
Company's then existing severance and benefits plans and practices or
pursuant to other agreements with the Company.
(e) Release. As a condition to the entitlement to and receipt of any
payments under this Agreement, after termination, but at least eight
days before any payments are due, Participant must execute and deliver
the Release attached hereto as Exhibit A. To receive payments under
this Agreement, the Release must not have been rescinded or revoked as
permitted thereby.
4. ATTORNEY FEES, COSTS AND EXPENSES. If any party files an action in any
court or other forum or commences an arbitration to enforce compliance with any
term of this Agreement or to allege a breach thereof, the party prevailing in
that action shall be entitled to recover all attorney's fees, costs and any
necessary disbursements incurred therein, including, without limitation, expert
witness fees, deposition costs, court clerk fees, service fees, and printing
costs, in addition to any other relief to which the party may be entitled at
arbitration, trial or upon appeal.
5. LIMITATION ON PAYMENTS.
(a) If severance and other benefits provided for in this Agreement or
otherwise payable to the Employee (i) constitute "parachute payments"
within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code") and (ii) but for this Section 5, would be
subject to the excise tax imposed by Section 4999 of the Code, then the
Employee's severance benefits under Section 3(a)(1) shall be either
(1) delivered in full, or
(2) delivered as to such lesser extent which would result in
no portion of such severance benefits being subject to excise tax under
Section 4999 of the Code, whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and
the excise tax imposed by Section 4999, results in the receipt by the
Employee on an after-tax basis, of the greatest amount of severance
benefits, notwithstanding that all or some portion of such severance
benefits may be taxable under Section 4999 of the Code. Any taxes due
under Section 4999 shall be the responsibility of the Employee.
(b) If a reduction in the payments and benefits that would otherwise be
paid or provided to the Employee under the terms of this Agreement is
necessary to comply with the provisions of Section 5(a), the Employee
shall be entitled to select which payments or benefits will be reduced
and the manner and method of any such reduction of such payments or
benefits subject to reasonable limitations (including,
for example, express provisions under the Company's benefit plans) (so
long as the requirements of Section 5(a) are met). Within thirty (30)
days after the amount of any required reduction in payments and
benefits is finally determined in accordance with the provisions of
Section 5(c), the Employee shall notify the Company in writing
regarding which payments or benefits are to be reduced. If no
notification is given by the Employee, the Company will determine which
amounts to reduce. If, as a result of any reduction required by Section
5(a), amounts previously paid to the Employee exceed the amount to
which the Employee is entitled, the Employee will promptly return the
excess amount to the Company.
(c) Unless the Company and the Employee otherwise agree in writing, any
determination required under this Section 5 shall be made in writing by
the Company's Accountants immediately prior to Change of Control, whose
determination shall be conclusive and binding upon the Employee and the
Company for all purposes. For purposes of making the calculations
required by this Section 5, the Accountants may, after taking into
account the information provided by the Employee, make reasonable
assumptions and approximations concerning applicable taxes and may rely
on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. The Company and the Employee shall
furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination
under this Section. The Company shall bear all costs the Accountants
may reasonably incur in connection with any calculations contemplated
by this Section 5.
(d) Any amounts received by Employee as cash compensation for
employment or services rendered for any third party during the
Severance Period will be offset against amounts payable by the Company
under this Agreement.
6. DEFINITION OF TERMS. The following terms referred to in this Agreement
shall have the following meanings:
(a) "ANNUAL COMPENSATION" means an amount equal to the greater of (i)
the Employee's Company base salary for the twelve (12) months preceding
the Change of Control or (ii) the Employee's Company base salary on an
annualized basis.
(b) "CAUSE" means (i) any act of personal dishonesty taken by the
Employee in connection with his responsibilities as an employee and
intended to result in substantial personal enrichment of the Employee,
(ii) the conviction of a felony, (iii) a willful act by the Employee
that constitutes gross misconduct and that is injurious to the Company,
or (iv) for a period of not less than thirty (30) days following
delivery to the Employee of a written demand for performance from the
Company that describes the basis for the Company's belief that the
Employee has not substantially performed his duties, continued
violations by the Employee of the Employee's obligations to the Company
that are demonstrably willful and deliberate on the Employee's part.
Any dismissal for cause in accordance with Subsection (iv)
of this Section 6(b) must be approved by the Company's Board of
Directors prior to the dismissal date.
(c) "CHANGE OF CONTROL" means the occurrence of any of the following
events:
(1) Any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) becomes
the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by the
Company's then outstanding voting securities;
(2) A change in the composition of the Board occurring
within a twelve-month period, as a result of which fewer than a
majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who either (A) are directors of the
Company as of the date hereof, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or
nomination (but shall not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest
relating to the election of directors to the Company);
(3) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity or such surviving entity's parent) at least
fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or such surviving
entity's parent outstanding immediately after such merger or
consolidation;
(4) The consummation of the sale or disposition by the
Company of all or seventy-five percent (75%) or more of the Company's
assets.
(d) "DISABILITY" shall mean that the Employee has been unable to
perform his or her Company duties as the result of incapacity due to
physical or mental illness, and such inability, at least twenty-six
(26) weeks after its commencement, is determined to be total and
permanent by a physician selected by the Company or its insurers and
acceptable to the Employee or the Employee's legal representative (such
Agreement as to acceptability not to be unreasonably withheld).
Termination resulting from Disability may only be effected after at
least thirty (30) days' written notice by the Company of its intention
to terminate the Employee's employment. In the event that the Employee
resumes the performance of substantially all of his or her duties
hereunder before the termination of employment becomes effective, the
notice of intent to terminate shall automatically be deemed to have
been revoked.
(e) "INVOLUNTARY TERMINATION" shall mean (i) without the Employee's
express written consent, the significant reduction of the Employee's
duties, authority or responsibilities, relative to the Employee's
duties, authority or responsibilities as in effect immediately prior to
such reduction, or the assignment to the Employee of such significantly
reduced duties, authority or responsibilities; (ii) without the
Employee's express written consent, a substantial reduction of the
facilities and perquisites (including office space and location)
available to the Employee immediately prior to such reduction; (iii)
without the Employee's express written consent, a reduction by the
Company of at least five percent (5%) in the base salary or target
bonus of the Employee as in effect immediately prior to such reduction,
disregarding for purposes of such calculation any across-the-board
changes that affect substantially all employees of the Company; (iv)
without the Employee's express written consent, a material reduction by
the Company in the kind or level of employee benefits, including
bonuses, to which the Employee was entitled immediately prior to such
reduction with the result that the Employee's overall benefits package
is significantly reduced, disregarding for purposes of such calculation
any across-the-board changes that affect substantially all employees of
the Company; (v) without the Employee's express written consent, the
relocation of the Employee to a facility or a location more than fifty
(50) miles from the Employee's then present location, without the
Employee's express written consent; (vi) any purported termination of
the Employee by the Company that is not effected for Disability or for
Cause, or any purported termination for which the grounds relied upon
are not valid; (vii) the failure of the Company to obtain the
assumption of this Agreement by any successors contemplated in Section
7(a) below; or (viii) any act or set of facts or circumstances that
would constitute a constructive termination of the Employee under
Oregon law.
(f) "SEVERANCE PAYMENT" means the Employee's Annual Compensation for
the Severance Period.
(g) "SEVERANCE PERIOD" means (i) six (6) months if Section 3(a) is
applicable and (ii) twelve (12) months if Section 3(b) is applicable.
(h) "TERMINATION DATE" shall mean (i) if this Agreement is terminated
by the Company for Disability, thirty (30) days after notice of
termination is given to the Employee (provided that the Employee shall
not have returned to the performance of the Employee's duties on a
full-time basis during such thirty (30)-day period), (ii) if the
Employee's employment is terminated by the Company for any other
reason, the date on which a notice of termination is given, provided
that if within thirty (30) days after the Company gives the Employee
notice of termination, the Employee notifies the Company that a dispute
exists concerning the termination or the benefits due pursuant to this
Agreement, then the Termination Date shall be the date on which such
dispute is finally determined, either by mutual written agreement of
the parties, or a by final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired
and no appeal having been perfected),
or (iii) if the Agreement is terminated by the Employee, the date on
which the Employee delivers the notice of termination to the Company.
7. SUCCESSORS.
(a) Company's Successors. Any successor to the Company (whether direct
or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and
agree expressly to perform the obligations under this Agreement in the
same manner and to the same extent as the Company would be required to
perform such obligations in the absence of a succession. For all
purposes under this Agreement, the term "Company" shall include any
successor to the Company's business and/or assets which executes and
delivers the assumption agreement described in this Section 7(a) or
which becomes bound by the terms of this Agreement by operation of law.
(b) Employee's Successors. The terms of this Agreement and all rights
of the Employee hereunder shall inure to the benefit of, and be
enforceable by, the Employee's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees.
8. NOTICE.
(a) General. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid. In the
case of the Employee, mailed notices shall be addressed to him or her
at the home address which he or she most recently communicated to the
Company in writing. In the case of the Company, mailed notices shall be
addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary.
(b) Notice of Termination. Any termination by the Company for Cause or
by the Employee as a result of a voluntary resignation or an
Involuntary Termination shall be communicated by a notice of
termination to the other party hereto given in accordance with Section
8(a) of this Agreement. Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a
basis for termination under the provision so indicated, and shall
specify the termination date (which shall be not more than thirty (30)
days after the giving of such notice). The failure by the Employee to
include in the notice any fact or circumstance which contributes to a
showing of Involuntary Termination shall not waive any right of the
Employee hereunder or preclude the Employee from asserting such fact or
circumstance in enforcing his rights hereunder.
9. MISCELLANEOUS PROVISIONS.
(a) Authority of Company. The Company has the authority in its sole
discretion to interpret the terms of the Agreement, decide questions of
eligibility or benefits under the Agreement, and make any related
findings of fact. All decisions will be final and binding to the
fullest extent permitted by law.
(b) No Duty to Mitigate. The Employee shall not be required to mitigate
the amount of any payment contemplated by this Agreement.
(c) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in
writing and signed by the Employee and by an authorized officer of the
Company (other than the Employee). No waiver by either party of any
breach of, or of compliance with, any condition or provision of this
Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another
time.
(d) Whole Agreement. This Agreement and any outstanding stock option
agreements represent the entire understanding of the parties hereto
with respect to the subject matter hereof and supersedes all prior
arrangements and understandings regarding the same subject matter,
including, without limitation, the Change of Control Severance
Agreement between the parties. Other than the agreements described in
the preceding sentence, no agreements, representations or
understandings (whether oral or written and whether express or implied)
that are not expressly set forth in this Agreement have been made or
entered into by either party with respect to the subject matter hereof.
(e) Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Oregon
without regard to principles of conflicts of laws.
(f) Severability. The invalidity or unenforceability of any provision
or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in
full force and effect.
(g) Withholding. All payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes.
(h) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
set forth below.
"Company"
CORILLIAN CORPORATION
By: _____________________________________
Title: __________________________________
Name: ___________________________________
"Employee"
_________________________________________
Print Name: _____________________________
EXHIBIT A
RELEASE AGREEMENT
This Release Agreement (this "Agreement") is entered into this ___ day of
_________, 20__, by and between Corillian Corporation, an Oregon corporation,
and its subsidiaries and divisions (the "Company"), and ________________
("Employee").
RECITALS
A. The Company and the Employee are parties to a Severance Agreement,
dated as of _______________, 20__ (the "Severance Agreement").
B. Under the terms of the Severance Agreement, Employee agreed to enter
into this Agreement.
NOW, THEREFORE, for in consideration of the mutual promises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. SEVERANCE; RELEASE. In consideration of the payments to be made to
Employee under the Severance Agreement, Employee, on Employee's own behalf and
on behalf of Employee's descendants, dependents, heirs, executors, successors,
assigns and administrators hereby (1) covenants not to xxx, (2) fully releases
and discharges, and (3) agrees to indemnify and hold harmless the Company and
each of its related companies or entities, and each of its predecessors,
successors, assigns, officers, directors, shareholders, representatives,
attorneys, employees and agents, past and present, with respect to and from and
against any and all claims, demands, obligations, causes of action, debts,
expenses, damages, judgments, orders and liabilities of whatever kind or nature,
in law, equity or otherwise, whether now known or unknown, suspected or
unsuspected, matured or unmatured, and whether or not concealed or hidden
(collectively, the "Claims"), which Employee now owns or holds or has at any
time heretofore owned or held or had, or may at any time own or hold or have,
against the Company, including without limiting the generality of the foregoing,
any Claims arising out of or in any way connected with any transactions,
occurrences, acts or omissions regarding or relating to Employee's employment
with the Company or any of its affiliates, or the termination of Employee's
employment, including without limitation any claims arising from any alleged
violation by the Company of any federal, state or local statutes, ordinances or
common laws, including, but not limited to, the Age Discrimination in Employment
Act, Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of
1991, the Americans with Disabilities Act, and the Family and Medical Leave Act
of 1993, or any claim for severance pay, bonus, sick leave, holiday pay,
vacation pay, life insurance, health or medical insurance or any other fringe
benefit, workers' compensation or disability.
2. ADEA WAIVER. Employee expressly acknowledges and agrees that, by
entering into this Agreement, Employee is waiving any and all rights or claims
that Employee may have arising under the Age Discrimination in Employment Act of
1967, as amended, which have arisen on or before the date of execution of this
Agreement. Employee further expressly acknowledges and agrees to the following:
2.1. CONSIDERATION. In return for this Agreement, Employee will receive
consideration beyond that which Employee was already entitled to receive before
entering into this Agreement.
2.2. COUNSEL. Employee was orally advised by Company and was advised in
writing to consult with an attorney before signing this Agreement.
2.3. REVOCATION. Employee was informed that Employee has seven (7) days
following the date of execution of this Agreement in which to revoke this
Agreement.
3. WAIVER OF KNOWN AND UNKNOWN CLAIMS. In executing this Agreement,
Employee intends to bar each and every claim, demand and cause of action
specified above; in furtherance of this intention Employee hereby expressly
waives any and all rights and benefits conferred upon Employee by any statutory
provision and expressly agrees that this Agreement will be given full force and
effect according to each and all of its express terms and provisions. This
Agreement extends to unknown and unsuspected claims, demands and causes of
action, if any, as well as to those relating to any other claims, demands and
causes of action hereinabove specified. Employee makes this waiver with full
knowledge of Employee's rights, after adequate opportunity to consult with legal
counsel.
Employee acknowledges that Employee may hereafter discover claims or facts in
addition to or different from those which Employee now knows or believes to
exist with respect to the subject matter of this Agreement, and which, if known
or suspected at the time of executing this Agreement may have materially
affected this settlement. Nevertheless, Employee hereby waives any right, claim
or cause of action that might arise as a result of such different or additional
claims or facts. Employee hereby understands and acknowledges the significance
and consequence of such release and waiver.
This Agreement constitutes a full release in accordance with its terms.
Participant knowingly and voluntarily waives the provisions of any statute, law,
or rule that would limit the effect of this Agreement, and acknowledges and
agrees that this waiver is an essential and material term of this Agreement, and
without such waiver the severance payments to Participant would not have been
paid.
4. INDEMNIFICATION. Employee warrants and represents that Employee has not
previously assigned or transferred to any person not a party to this Agreement,
any released matter or any part or portion thereof and Employee will defend,
indemnify and hold harmless the Company from and against any claim (including
the payment of attorneys' fees and costs actually incurred whether or not
litigation is commenced) based on or in connection with or arising out of any
such assignment or transfer made, purported or claimed.
5. GENERAL PROVISIONS.
5.1. DISCLAIMER OF LIABILITY. While this Agreement resolves all issues
between the parties, as well as any future effects and consequences of any acts
or omissions, it does not constitute an admission by any of the parties of any
liability or wrongdoing. Nothing in this Agreement or any related document will
be construed or admissible in any proceeding as evidence of liability or
wrongdoing by the Company or Employee.
5.2. ADDITIONAL DOCUMENTATION AND COOPERATION WITH FURTHER PROCEEDINGS. From
time to time and without charge or other consideration, the parties will execute
such additional documentation, take any actions and cooperate in further
proceedings in connection with carrying out and effectuating the intent and
purpose of this Agreement and all transactions and things contemplated by this
Agreement.
5.3. ASSIGNMENT. This Agreement is a personal contract, and the rights,
interests and obligations of Employee under this Agreement may not be sold,
transferred, assigned, pledged or hypothecated, except that this Agreement may
be assigned by the Company to any corporation or other business entity that
succeeds to all or substantially all of the business of the Company through
merger, consolidation, corporate reorganization or by acquisition of all or
substantially all of the assets of the Company and that assumes the Company's
obligations under this Agreement. The terms and conditions of this Agreement
will inure to the benefit of and be binding upon any successor to the business
of the Company and Employee's heirs and legal representatives.
5.4. AMENDMENTS; WAIVERS. Amendments, waivers, demands, consents and
approvals under this Agreement must be in writing and designated as such. No
failure or delay in exercising any right will be deemed a waiver of such right.
5.5. INTEGRATION. This Agreement is the entire agreement between the parties
pertaining to its subject matter, and supersedes all prior agreements and
understandings of the parties in connection with such subject matter.
5.6. GOVERNING LAW. This Agreement is to be interpreted in accordance with
the laws of the State of Oregon.
5.7. HEADINGS. Headings of sections are for convenience only and are not a
part of this Agreement.
5.8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which constitute one agreement.
5.9. SUCCESSORS AND ASSIGNS. This Agreement is binding upon and inures to
the benefit of each party and such party's respective heirs, personal
representatives, successors and assigns. Nothing in this Agreement, express or
implied, is intended to confer any rights or remedies upon any other person.
5.10. INTERPRETATION. This Agreement is to be construed as a whole and in
accordance with its fair meaning. Any rule of law or any legal decision that
would require interpretation of any claimed ambiguities in this Agreement
against the party that drafted it, has no application and is expressly waived.
5.11. TIME IS OF THE ESSENCE. Time is of the essence in the performance of
each and every term, provision and covenant in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
"Company"
CORILLIAN CORPORATION
By ____________________________
Its ___________________________
"Employee"
_______________________________
