Exhibit 10
TERM SHEET
BY AND BETWEEN S1 CORPORATION AND XXXXXX XXXXXX
This Term Sheet shall form the basis under which S1 Corporation (also referred
to as "S1") shall amend and restate that certain Employment Agreement by and
between S1 Corporation and Xxxxxx Xxxxxx, dated November 12, 2004, as amended by
Amendment to Employment Agreement, dated February 28, 2005. The parties
contemplate that as soon as reasonably practicable, Xx. Xxxxxx and S1 will amend
the aforementioned employment agreement on terms consistent with this Term Sheet
and in a form approved by S1. Subject to the execution of that amended written
employment agreement by S1 and Xxxxxx Xxxxxx, Xx. Xxxxxx'x employment will
continue on the basis as in existence on the date hereof. This Term Sheet does
not create a contract of employment.
Position: President and Chief Executive Officer. In
these positions, Xx. Xxxxxx will perform the
duties and fulfill the responsibilities of
the office of President as set forth in the
Company's bylaws, and shall perform such
duties as President and Chief Executive as
customary for a company such as S1, and
consistent with those required a Chief
Executive Officer of a Nasdaq Stock Market -
listed company; including without limitation
as to any required public filing and other
certifications.
Xx. Xxxxxx has been elected by the Board to the
S1 Board of Directors, for an initial term to
expire at the 2007 Annual Meeting of
Shareholders.
Initial Date of Promotion: Effective October 30, 2006.
Term of Employment: Twenty-Four Months from the Initial Date of
Employment, subject to termination by S1 at
will. Each of S1 and Xx. Xxxxxx will endeavor to
provide 45 days notice of termination. If the
Company terminates Xx. Xxxxxx prior to June 30,
2007 for other than cause, Xx. Xxxxxx will
continue to be paid his base compensation
(described below) through June 30, 2007.
Base Compensation: So long as Xx. Xxxxxx remains President and CEO
$31,250 per month, payable monthly in arrears,
less normal withholdings.
Incentive Compensation: $225,000 annualized based on 100% achievement of
Board assigned targets, payable in accordance
with S1 bonus plan. It is noted that the
incentive compensation plan under which Xx.
Xxxxxx has performed in 2006 will be paid out on
a prorated basis for performance under that plan
measured through September 30, 2006.
Stock Options: Subject to approval by the S1 Corporation Board
of Directors, Xx. Xxxxxx will be granted options
to purchase 450,189 shares of S1 Corporation
common stock under the S1 Corporation 2003 Stock
Incentive Plan and 18,679 shares of restricted
common stock. The options will be non-qualified
options having a 10 year life, at a strike price
of the fair market value on the grant date in
accordance with the Plan. Subject to Xx. Xxxxxx
being an employee in good standing on the
vesting date (it being understood that service
as a director does not count as service as an
employee), the options and restricted stock will
vest as follows: 50% on June 30, 2007; and 50%
on October 30, 2008. Provided, if Xx. Xxxxxx'x
employment with the Company is terminated
without cause on or prior to June 30, 2007, the
options and restricted stock that would have
otherwise vested on June 30, 2007 will vest upon
termination; and if Xx. Xxxxxx'x employment with
the Company is terminated without cause after
June 30, 2007, the options and restricted stock
that would have otherwise vested on October 30,
2008 will vest upon termination.
S1 will reimburse Xx. Xxxxxx for actual and reasonable business expenses
incurred in the performance of his duties in accordance with S1 policy. Xx.
Xxxxxx will be bound by and subject to the S1 policies and procedures applicable
to employees. Xx. Xxxxxx will sign an executive covenants agreement at the
request of S1.
S1 Corporation Xxxxxx Xxxxxx
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxx Xxxxxx
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Title: Secretary
