0001193125-12-215077 Sample Contracts

RESIGNATION AND GENERAL RELEASE AGREEMENT
Resignation and General Release Agreement • May 7th, 2012 • Online Resources Corp • Services-business services, nec • Maryland

This Resignation and General Release Agreement (including the Schedule and Exhibits attached hereto, this “Agreement”), dated and effective as set forth below, is made and entered into by and between Catherine A. Graham (“Employee”), an individual resident of 7008 Brookville Rd., Chevy Chase, Maryland 20815, and Online Resources Corporation, a Delaware corporation (“Company”), with its principal executive office located at 4795 Meadow Wood Lane, Chantilly, Virginia 20151.

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Attention: Joseph L. Cowan, President and Chief Executive Officer Donald W. Layden, Jr., Director and Chair, Corporate Finance Committee
Financial Advisory Agreement • May 7th, 2012 • Online Resources Corp • Services-business services, nec

This letter agreement (this “Agreement”) will confirm the understanding and agreement between Barclays Capital Inc. (“Barclays Capital”) and Online Resources Corporation (the “Company”) and its board of directors (the “Board of Directors”) as provided below. The terms of this Agreement shall apply to all services provided by Barclays Capital to the Company in connection with the proposed Recapitalization (as defined below) from and after the date hereof.

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