RELEASE
EXHIBIT 10.3
RELEASE
WHEREAS, Xxxxxxx X. Xxxxxxxxx (“Employee”) was an employee of eFunds Corporation, a Delaware
corporation (the “Company”);
WHEREAS, Employee’s employment with the Company was terminated effective as of February 20,
2006 (the “Separation Date”);
WHEREAS, Employee and the Company have previously entered into that certain Separation
Agreement, dated as of December 15, 2005 (the “Separation Agreement”), pursuant to which the
Company has agreed to make certain payments to Employee following the termination of her
employment; and
WHEREAS, it is a condition to the Company’s obligation to make the payments provided for in
the Separation Agreement that Employee execute, deliver and not rescind this Release.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, Employee and the Company hereby agree as
follows:
1. Release.
(a) As consideration for the promises of the Company contained in the Separation Agreement,
Employee, for herself and her 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 Employee (collectively, “Claims”) which she 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
Employee’s employment with the Controlled Group and the cessation of that employment;
provided, however, that this Release shall not operate to relieve the members of
the Controlled Group of any obligation to indemnify Employee against any Claims brought against
Employee by any third party by reason of Employee’s status as an officer or employee of the
Controlled Group; and, provided, further, that if the Company should hereinafter
assert any cause of action against Employee in any court or before any arbitrator, this Release
shall be rescinded and thereafter be wholly null and void. So long as this Release remains
effective as against Employee, Xxxxxxxx agrees that she will not, and will cause her affiliates not
to, institute any legal proceedings against the Released Parties in respect of any Claim nor will
she authorize any other party, whether governmental or otherwise, to seek individual remedies on
her behalf with respect to any Claim. The Company agrees that, by signing this Release Employee is
not waiving any Claim (a “Retained Claim”) arising after the Separation Date or under the
Separation Agreement.
(b) Employee’s release of Claims is intended to extend to and include Claims of any kind
arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et
seq., the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et seq.,
the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., the Delaware
Discrimination in Employment Act, Del. Code Xxx. Tit. 19, §§ 710-718, the Delaware Handicapped
Persons Employment Protections Act, Del. Code Xxx. Tit. 19, §§ 720-728, the Arizona Civil Rights
Act, Ariz. Rev. Stat. §§ 41-1401 et seq, the Arizona Equal Pay Act, Ariz. Rev.
Stat. §§ 00-000-000 and any other federal, state or local constitution statute, regulation Employee
Order or ordinance prohibiting employment discrimination or otherwise relating to employment, as
well as any claim for breach of contract (other than a Retained Claim), 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) Employee has been informed of Employee’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 Employee’s intent to revoke this Agreement within seven (7) calendar days following the
execution of this Release by Employee. Employee 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 Center II
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: General Counsel
Xxxxxx Center II
0000 X. Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: General Counsel
The Company and Employee agree that if Employee exercises Employee’s right of rescission under this
Section (c), the Company’s obligations under subsections 1(b), (c), (d) and (e) of the Separation
Agreement shall be null and void.
2. Miscellaneous.
(a) Employee may not assign or delegate any of Employee’s rights or obligations in respect of
this Release and any attempted assignment or delegation shall be void and of no effect. This
Release is binding upon and enforceable by the Company and the other members of the Controlled
Group and their respective successors and assigns. This Release 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 Release 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 Release 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 Release will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Release 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 Release.
(d) This Release 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 Employee have hereunto set their hands to this Release as
of the dates set forth below.
eFUNDS CORPORATION | ||||
Dated: 2/22/06
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By: | /s/ Xxxx X. Xxxxx | ||
Its | Chairman and CEO | |||
Dated:
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/s/ Xxxxxxx X. Xxxxxxxxx | |||
Xxxxxxx X. Xxxxxxxxx | ||||
STATE OF Arizona) |
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County of Maricopa) |
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Subscribed and sworn before me
this 22nd day of February, 2006. |
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/s/ Xxxxxx X. Xxxxxxx | [seal] | |||
Notary Public, State of Arizona |
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My Commission expires:8/17/09 |