Exhibit 10.2


 


CHANGE IN
CONTROL SEVERANCE PAY AGREEMENT


 


                THIS
SEVERANCE PAY AGREEMENT is made as of May 13, 2009, by and
between Goldleaf Financial Solutions, Inc., a Tennessee corporation
(hereinafter the “Company”), and Daniel Owens, a resident of the State of
Georgia (the “Employee”).


 


                WHEREAS, the Company previously
has employed the Employee, either directly or through a wholly owned
subsidiary; and


 


                WHEREAS, the Company recognizes
that the Employee’s contribution to the Company’s growth and success has been
and continues to be substantial;


 


                WHEREAS, the Company wishes to
encourage the Employee to remain with and devote full time and attention to the
business affairs of the Company and wishes to provide income protection to the
Employee for a period of time in the event of a Change in Control of the
Company;


 


                NOW,
THEREFORE, in consideration of the mutual promises, covenants and
agreements made herein, the parties, intending to be legally bound hereby,
agree as follows:


 


                1.             Severance Pay.


 


                                A.            In the event there is a “Change in
Control” of the ownership of the Company, and if (i) the Company within
six (6) months preceding such Change of Control, terminates Employee’s
employment (or Employee resigns in such period and delivers notice to the
Company that such resignation constitutes a constructive discharge), (ii) the
Company within twelve (12) months following such Change in Control, terminates
Employee’s employment,   or (iii) Employee,
upon not less than ninety (90) days prior written notice, terminates his
employment, then Employee shall be entitled to receive as a severance payment
in a lump sum an amount equal to 100% of his annual base salary (not including
incentive compensation or benefits).  In
addition, any earned but unpaid base salary, unpaid incentive compensation from
prior years, and accrued vacation will be paid.


 


                                B.            A “Change in Control” shall be
deemed to have occurred if (i) a tender offer shall be made and
consummated for the ownership of more than 50% of the outstanding voting securities
of the Company, (ii) the Company shall be merged or consolidated (or agree
to be merged or consolidated) with another entity and as a result of such
merger or consolidation less than 50% of the outstanding voting securities of
the surviving or resulting entity shall be owned in the aggregate by the former
shareholders of the Company, as the same shall have existed immediately prior
to such merger or consolidation, (iii) the Company shall sell all or
substantially all (or agree to sell all or substantially all) of its assets to
another entity that is not a wholly-owned subsidiary,  (iv) a person, within the meaning of Section 3(a)(9) or
of Section 13 (d)(3) (as in effect on the date hereof) of the
Securities and Exchange Act of 1934 (“Exchange Act”), shall acquire more than
50% of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record), or (v) the individuals who, as of
the date of this Agreement, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute 


 

















 


at least a
majority of the Board; provided, however, that if the election or nomination
for election by the Company’s stockholders of any new director was approved by
at least two-thirds of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered a member of the Incumbent Board;
provided, further that notwithstanding any such two-thirds approval of the
Incumbent Board, any such new director shall not be considered a member of the
Incumbent Board if, within two years of such director’s initial election to the
Board, any person nominates an alternative slate of directors to any slate set
forth by the Incumbent Board.  For
purposes hereof, ownership of voting securities shall take into account and
shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as
in effect on the date hereof) pursuant to the Exchange Act.


 


                2.             Compliance Programs.  The Employee will at all times while employed
with the Company comply fully with the Company’s “Guidelines of Company
Policies and Conduct” and any other compliance program, as such programs may be
amended from time to time, and acknowledges that his obligations under such
programs as an employee are contractual in nature.


 


                3.             Confidential Information.


 


                                A             As used in this Agreement, the term
“Confidential Information” means all technical and non-technical information of
Goldleaf or its customers, vendors or business partners, regardless of the
media or manner in which it is stored or conveyed to Employee, that relates to
the business of Goldleaf or its customers, vendors or business partners, and
that (a) Goldleaf has taken reasonable measures under the circumstances to
protect from unauthorized use or disclosure, or (b) which would under the
circumstances appear to a reasonable person to be confidential or
proprietary.  Confidential Information
includes information Employee learns or develops in connection with his
employment with Goldleaf, including, but not limited to; product information,
plans, specifications, designs and pricing; non-public financial information,
including forecasts, budgets and data; marketing and advertising plans, budgets
and studies; business strategies; the identities of the key decision makers at Goldleaf’s
customers, vendors or other business partners; the particular needs and
preferences of Goldleaf’s customers or other business partners, and Goldleaf’s
approaches and strategies for satisfying those needs and preferences;
contracts, credit procedures and terms; research and development plans;
software; hardware; employment and personnel information (including, without
limitation, the names, addresses, compensation, specific capabilities, and
performance evaluations of Goldleaf personnel; information regarding, and used,
in employee training; and information relating to employee stock ownership or
entitlement); information relating to Goldleaf stock or assets or proposed or
ongoing acquisitions or takeovers by or on behalf of Goldleaf; and know-how.  The foregoing are only examples of
Confidential Information.  If Employee is
uncertain as to whether any particular information or material constitutes
Confidential Information, he shall ask his direct supervisor or, if no longer
employed by Goldleaf, Goldleaf’s then General Counsel.


 


                                B.            Confidential Information does not
include information that can be shown by competent proof (a) was generally
known to the relevant public at the time of disclosure, or became generally
known after disclosure to me without breach of this Agreement; (b) was
lawfully received by Employee from a third party who was not under such
restrictions; (c) was known to Employee without such restrictions prior to
its receipt from Goldleaf; (d) was independently developed by Employee outside
the scope of his employment or independent third 


 

















 


parties; or (e) is required to
be disclosed pursuant to judicial order or other compulsion of law, but only as
required by such order and provided that Employee provides to Goldleaf prompt
notice of any efforts to obtain such order and comply with any protective order
imposed on such disclosure.


 


                                C.            Employee acknowledges and agrees
that in the course of his employment with Goldleaf, he may gain access to
Goldleaf’s Confidential Information, that Confidential Information consists of
valuable, special and unique assets of Goldleaf and its affiliates’ businesses,
and that access to such Confidential Information is granted only for the
purpose of enabling Employee to perform duties for Goldleaf.


 


                                D.            Employee agrees that both during and
following the termination of employment with Goldleaf for any reason, he shall
hold in confidence all Confidential Information of Goldleaf furnished by
Goldleaf, or reproduced or developed by Employee.  Employee agrees that, except with Goldleaf’s
prior written permission or in furtherance of his duties for Goldleaf, he shall
not, directly or indirectly, use, disclose, reproduce, distribute, reverse
engineer, or otherwise misappropriate any Confidential Information, in whole or
in part.  Upon termination of employment
with Goldleaf for any reason, or upon any earlier request by Goldleaf, Employee
shall promptly return to Goldleaf or destroy all documents or materials, of any
nature, in my possession, custody or control containing Confidential
Information (regardless of the medium in which such information is stored) that
have been furnished by Goldleaf to him, or reproduced or developed by him.


 


                                E.             This Agreement (a) does not in
any way restrict my right or the right of Goldleaf to terminate my employment, (b) inures
to the benefit of successors and assigns of Goldleaf, and (c) is binding
upon my heirs and legal representatives. Goldleaf shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to
any other rights and remedies that Goldleaf may have for a breach of this
Agreement.


 


                4.             General Release. 
As a condition to the payment described in Section 1 above,
Employee shall be required to execute a General Release in reasonable form
whereby Employee fully and forever releases the Company, its successors,
assigns, affiliates, insurers, officers, directors, employees and agents, from
any and all liability, causes of action, suits, damages, claims and demands
whatsoever that Employee may have and that arise from or relate in any way to
his employment with the Company or the conduct of the Company’s business
through the date thereof.  Any such
release shall also include a similarly situated release from the Company to
Employee.


 


                5.             Successors and Assigns.  The provisions hereof shall inure to the
benefit of and be binding upon the permitted successors and assigns of the
parties hereto.


 


                6.             Non-Assignability by the Employee.  Notwithstanding anything to the contrary set
forth herein, the rights and obligations of the Employee hereunder are not
assignable.


 

















 


                7.             Governing Law. 
This Agreement shall be interpreted under, subject to and governed by
the laws of the State of Georgia and all questions concerning its validity,
construction, and administration shall be determined in accordance thereby.


 


                8.             Waivers. 
The waiver of a breach by either party of a term or provision of this
Agreement, at any time or times, shall not be deemed or construed to be a
waiver of any subsequent breach or breaches of the same or of any other terms
or provisions of this Agreement at any time or times.


 


                9.             Invalidity. 
The invalidity or unenforceability of any provision of this Agreement
shall not affect any other provision hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision was
omitted.  Furthermore, in lieu of such
illegal, invalid or unenforceable provision there shall be added automatically
as a part of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.


 


                10.           Exclusiveness. 
This Agreement constitutes the entire understanding and agreement
between the parties with respect to the employment or severance arrangements of
the Employee and supersedes any and all other agreements, oral or written,
between the parties.  This Agreement
replaces any prior change of control agreements between the parties.  No waiver, modification, or amendment to this
Agreement shall be valid unless the same be reduced to writing and signed by
the parties hereto.


 


                11.           Modification. 
This Agreement may not be modified or amended except in writing signed
by the parties.  No term or condition of
this Agreement will be deemed to have been waived except in writing by the
party charged with waiver.  A waiver
shall operate only as to the specific term or condition waived and will not
constitute a waiver for the future or act on anything other than that which is
specifically waived.


 


                12.           Consolidation, Merger or Sale of Assets.  Nothing in this Agreement shall preclude or
otherwise restrict the Company from consolidating or merging into or with, or
transferring all or substantially all of its assets to, another individual,
entity or business that assumes this Agreement and all obligations of the
Company hereunder.


 


[Signatures on the following page.]


 

















 


                IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date
first above written.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  
	
   

  	
  GOLDLEAF FINANCIAL SOLUTIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Gregory Lynn Boggs

  
	
   

  	
  Title:

  	
  President/CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “EMPLOYEE”

  
	
   

  	
   

  
	
   

  	
  /s/Daniel Owens

  
	
   

  	
  Daniel Owens