Exhibit 10.12
AMENDMENT TO
2004 AWARD AGREEMENT
This Amendment to 2004 Award Agreement (this "Amendment") is entered into
as of November 3, 2004, by and between eFunds Corporation, a Delaware
corporation (the "Company"), and Xxxx X. Xxxxx (the "Executive").
WHEREAS, the parties hereto previously entered into that certain 2004
Award Agreement dated as of February 19, 2004 (the "Agreement");
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth below, the Company and the Executive hereby agree as follows:
1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.
2. Section 1(b) of the Agreement is hereby amended to read as follows:
"(b) The Option shall have a term (the "Term") of ten (10) years from the
date hereof, but the unvested portion of the Option shall earlier terminate
immediately upon any termination of the Recipient's employment or consulting
relationship with the Company and its Affiliates for any reason other than a
"Qualifying Termination." As used herein, a "Qualifying Termination" shall mean
any termination of the Recipient's employment with the Company other than a
termination of employment described in Section 3(b) of the Retention Agreement
dated November 3, 2004. Any portion of the Option remaining unexercised upon the
expiration of the Term and any portion of the Option which is not vested or does
not vest on the Termination Date shall be extinguished, and the Recipient shall
retain no residual rights of any kind in respect thereof. The Recipient shall
retain such portions of the Option as shall have vested on or before the
Termination Date for the periods hereinafter set forth."
3. Clause (ii) of Section 3.3 of the Agreement is herby amended to
delete the words "one year" appearing therein and to substitute the words "two
years" therefor.
4. Section 9 of the Agreement is amended and restated in its entirely
as follows: "Section 9. Intentionally Omitted."
5. Continuing Effectiveness of Agreement. Except as expressly provided
herein to the contrary, the Agreement shall remain unaffected and shall continue
in full force and effect after the date hereof.
6. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including
counterparts delivered by telecopy), and all of said counterparts taken together
shall be deemed to constitute one and the
same instrument. Any such counterpart delivered by telecopy shall be effective
as an original for all purposes.
(Signature Page Follows)
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Board, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.
eFunds Corporation Executive
By:/s/ Xxxxxxxx Xxxxxxxxx /s/ Xxxx X. Xxxxx
Its: SVP-Human Resources
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