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Exhibit 10.1
 S1 CORPORATION
CHANGE IN CONTROL
SEVERANCE PAY PLAN
  SECTION 1. PURPOSE.
  SECTION 2. DEFINITIONS.




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SECTION 3. TERM.
  SECTION 4. SEVERANCE BENEFITS FOLLOWING A CHANGE IN CONTROL.
      5




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6




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SECTION 5. CONFIDENTIALITY.
  SECTION 6. EXPENSES.
  7




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SECTION 7. WITHHOLDING.
  SECTION 8. NO DUTY TO MITIGATE.
  SECTION 9. AMENDMENT, SUSPENSION OR TERMINATION.
  SECTION 10. GOVERNING LAW.
  SECTION 11. SEVERABILITY.
  8




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SECTION 12. DISCLAIMER OF RIGHTS.
  SECTION 13. CAPTIONS.
  SECTION 14. NUMBER AND GENDER.
  SECTION 15. SECTION 409A.
    /s/ Richard P. DobbSecretary of the Company
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Schedule A
Executive Officer Without an Employment Agreement




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Schedule B
Vice President/General Manager
 multiplied by




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Schedule C
Directors
 multiplied
by




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Schedule D
Manager or Senior Individual Contributor
 plus multiplied by




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Schedule E
Individual Contributor
 plus multiplied by




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Schedule F
Waiver and Release Agreement
 Effective
Date  Employee Company Severance Payment
 Waiver and Release . Employer




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Acknowledgments .
 (a)
    
    He or she is hereby advised in writing to
consult an attorney before signing this Waiver and Release Agreement;(b)
    
    He or she has relied solely on his or her own
judgment and/or that of his or her attorney regarding the consideration
for and the terms of this Waiver and Release Agreement and is signing
this Waiver and Release Agreement knowingly and voluntarily of his or
her own free will;(c)
    
    He or she is not entitled to the Severance
Payment unless he or she agrees to and honors the terms of this Waiver
and Release Agreement;(d)
    
    He or she has been given at least [twenty-one
(21)] [forty-five (45)]calendar days to consider this Waiver and
Release Agreement, or he or she expressly waives his or her right to
have at least [twenty-one (21)] [forty-five (45)]days to consider this
Waiver and Release Agreement;(e)
    
    He or she may revoke this Waiver and Release
Agreement within seven (7) calendar days after signing it by submitting
a written notice of revocation to the Employer. He or she further
understands that this Waiver and Release Agreement is not effective or
enforceable until after the seven (7) day period of revocation has
expired without revocation, and that if he or she revokes this Waiver
and Release Agreement within the seven (7) day revocation period, he or
she will not receive the Severance Payment;(f)
    
    He or she has read and understands the Waiver
and Release Agreement and further understands that it includes a
general release of any and all known and unknown, foreseen or
unforeseen claims presently asserted or otherwise arising through the
date of his or
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her signing of this Waiver and Release Agreement that he or she may
have against the Employer; and
 (g)
    
    No statements made or conduct by the Employer
has in any way coerced or unduly influenced him or her to execute this
Waiver and Release Agreement.
 No Admission of Liability .
 Entire Agreement .
 Execution .
 Severability .
 Governing Law .
 Headings .
 3




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EMPLOYEE:[Name]
 4