Exhibit 10.1
 
 
   Separation Terms
 Payments
 (a)
    
    Pay You, within ten (10) days of the expiration of the Revocation Period
(defined below) without Your revoking the Waiver, $50,508.61, which represents the
unpaid portion of Your fiscal year 2008 bonus pro rated for the portion of the fiscal
year during which You were employed by the Company;
 (b)
    
    In consideration of the Consulting Services (as defined in Section B.1.) to be
provided to the Company as set forth below, pay You the gross amount of Two-Hundred
Thirty Thousand Dollars ($230,000), payable in equal installments over twenty-four (24)
pay periods in accordance with the Companys regular payroll practices (or payable
sooner if required pursuant to Section B.1 below);
 (c)
    
    Reimburse your COBRA premiums under the Companys major medical group health
plan on a monthly basis for the next twelve (12) months upon submission of paid
receipts by You; and
 (d)
    
    Accelerate the vesting of the next tranche of the stock options that are
scheduled to vest on November 8, 2008 granted to You pursuant to the Option Agreement
dated November 8, 2005, representing an option to purchase 31,250 shares of the common
stock of the Company (the Accelerated Options), such that the Accelerated Options
shall become vested as of the first day following the expiration of the Revocation
Period without Your revoking the Waiver.




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##### 



General Release of Claims
 OWBPA/ADEA Waiver et seq et seq
 (i)
    
    this Agreement is written in a manner that You understand;
 (ii)
    
    You do not release or waive rights or claims that may arise after You sign this
Agreement;
 (iii)
    
    You waive rights and claims You may have had under the OWBPA and the ADEA, but
only in exchange for payments and/or benefits in addition to anything of value to which
You are already entitled;
 (iv)
    
    You have been advised to consult with an attorney before signing this
Agreement;
 (v)
    
    You have 21 days (the Offer Period) from receipt of this Agreement to
consider whether to sign it. If You sign before the end of the Offer Period, You
acknowledge that Your decision to do so was knowing, voluntary, and not induced by
fraud, misrepresentation, or a threat to withdraw, alter, or provide different terms
prior to the expiration of the Offer Period;
 (vi)
    
    You have 7 days after signing this Agreement to revoke the Waiver (the
Revocation Period). If You revoke, the Agreement shall not be effective or
enforceable and You shall not be entitled to the separation benefits stated above in
(a) through (d) of Section A.1. To be effective, the revocation must be in writing and
received by Sandy Fountain, VP Human Resources at S1 Corporation, 705 Westech Drive,
Norcross, Georgia 30092, or her successor, within the Revocation Period; and
 (vii)
    
    this Agreement will not become effective or enforceable until the Revocation
Period has expired without your revoking the Waiver.
 Your Ongoing Obligations
 Consulting Services




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##### 



Return of Company Property
 Non-Disparagement
 Future Employment
 Options
 Covenants Agreement
 Cooperation
 Resignation From All Positions
 C. General Provisions
 No Admission of Liability
 Attorneys Fees
 Waiver
 Severability
 Governing Law
 Entire Agreement




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##### 



Amendments
 Successors and Assigns
  Sincerely,/s/ Gregory D. OrensteinGregory D. Orenstein
SVP, Corporate Development and CLO
  /s/ John A. Stone
    
    August 5, 2008John Arthur Stone
    
    Date




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##### 



EXHIBIT A
 COVENANTS AGREEMENT
 COVENANTS AGREEMENT th 1
  Acknowledgments
 (a)
    
    While an employee of the Company, You were in a position of trust and responsibility
with access to Confidential Information, Trade Secrets, and information concerning
Employees and Customers of the Company;
 (b)
    
    the Trade Secrets and Confidential Information, and the relationship between the
Company and each of its Employees and Customers, are valuable assets of the Company and may
not be used for any purpose other than the Companys Business; and
 (c)
    
    the restrictions contained in this Agreement are reasonable and necessary to protect
the legitimate business interests of the Company, and will not impair or infringe upon Your
right to work or earn a living following the termination of Your employment with the
Company.
 Trade Secrets and Confidential Information.
 (a)
    
    You represent and warrant that You are not subject to any legal or contractual duty or
agreement that would prevent or prohibit You from performing Your duties for the Company or
complying with this Agreement or the Separation and Consulting Agreement.
 (b)
    
    You will not:
 (i)
    
    use, disclose, or reverse engineer any Trade Secrets or Confidential Information for
any purpose except as authorized in writing by the Company; or
 (ii)
    
    (a) retain any Trade Secrets or Confidential Information, including any copies existing
in any form (including electronic form), or (b) destroy, delete, or alter any Trade Secrets
or Confidential Information without the Companys written consent.
 (c)
    
    The obligations under this Agreement shall:
 (i)
    
    with regard to the Trade Secrets, remain in effect as long as the information
constitutes a trade secret under applicable law; and
 (ii)
    
    with regard to the Confidential Information, remain in effect during the Restricted
Period.
 (d)
    
    The confidentiality, property, and proprietary rights protections available in this Agreement
are in addition to, and not exclusive of, any and all other rights to which the Company is
entitled under federal and state law, including, but not limited to, rights provided under
copyright laws, trade secret and confidential information laws, and laws concerning fiduciary
duties.
 Non-Recruit of Employees
 Post-Employment Disclosure
 
 1
    
    Unless otherwise indicated, all capitalized terms used in this
Agreement are defined in the Definitions section of Attachment A. Attachment
A is incorporated by reference and is included in the definition of
Agreement.




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##### 



Injunctive Relief
 (a)
    
    the Company would suffer irreparable harm;
 (b)
    
    it would be difficult to determine damages, and money damages alone would be an
inadequate remedy for the injuries suffered by the Company; and
 (c)
    
    if the Company seeks injunctive relief to enforce this Agreement, You will waive and
will not (i) assert any defense that the Company has an adequate remedy at law with respect
to the breach, (ii) require that the Company submit proof of the economic value of any
Trade Secret or Confidential Information, or (iii) require the Company to post a bond or
any other security.
  Attorneys Fees
 Waiver
 Modification; Severability
 Governing Law
 No Strict Construction
 Entire Agreement
 Amendments
 Successors and Assigns
 Consent to Jurisdiction and Venue
 Affirmation




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##### 



By:
    
    /s/ Gregory D. Orenstein
    
    /s/ John A. StoneName:
    
    Gregory D. Orenstein
    
    John Arthur StoneTitle:
    
    SVP, Chief Legal Officer & SecretaryAddress:
    
    705 Westech Drive
Norcross, Georgia 30092
 ATTACHMENT A
 DEFINITIONS
 A.
    
    Business shall mean the business of developing, designing, and implementing computer
applications that allow banks and insurance companies to enable their customers to access
financial information and conduct transactions over various delivery channels.
 B.
    
    Confidential Information means (a) information of the Company, to the extent not considered
a Trade Secret under applicable law, that (i) relates to the business of the Company, (ii)
possesses an element of value to the Company, and (iii) is not generally known to the
Companys competitors, and (b) information of any third party provided to the Company which
the Company is obligated to treat as confidential. Confidential Information includes, but is
not limited to, (i) future business plans, (ii) the composition, description, schematic or
design of products, future products or equipment of the Company, (iii) communication systems,
audio systems, system designs and related documentation, (iv) advertising or marketing plans,
(v) information regarding independent contractors, employees, clients and customers of the
Company, and (vii) information concerning the Companys financial structure and performance
and methods and procedures of operation. Confidential Information shall not include any
information that (i) is or becomes generally available to the public other than as a result of
an unauthorized disclosure, (ii) has been independently developed and disclosed by others
without violating this Agreement or the legal rights of any party, or (iii) otherwise enters
the public domain through lawful means.
 C.
    
    Contact means any interaction between You and a Customer which (i) took place in an effort
to establish, maintain, and/or further a business relationship on behalf of the Company, and
(ii) occured during the last year of Your employment with the Company.
 D.
    
    Customer means any person or entity to which the Company has sold its products or services,
or solicited to sell its products or services.
 E.
    
    Employee means any person who (i) was employed by the Company at the time Your employment
with the Company ended, (ii) was employed by the Company during the last year of Your
employment with the Company, or (iii) is employed by the Company during the Restricted Period.
 G.
    
    Restricted Period means the time period for eighteen (18) months after Your employment with
the Company ended.
 H.
    
    Trade Secrets means information of the Company, and its licensors, suppliers, clients and
customers, without regard to form, including, but not limited to, technical or non-technical
data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a
drawing, a process, financial data, financial plans, product plans, or a list of actual or
potential customers or suppliers which is not commonly known by or available to the public and
which information (i) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.