exv10w45



 











Exhibit 10.45




SEPARATION AGREEMENT




     WHEREAS, Rahul Gupta (“Executive”) is an employee of eFunds Corporation, a Delaware
corporation (the “Company”);



     WHEREAS, Executive has resigned from further employment with the Company effective as of
December 15, 2006 (the “Separation Date”);



     WHEREAS, Executive and the Company have previously entered into that certain Executive
Transition Assistance Agreement, dated as of January 6, 2003 (the “Transition Agreement”), pursuant
to which Executive agreed not to engage in certain competitive activities following the termination
of his employment; and



     WHEREAS, the Company’s has agreed not to seek to enforce the provisions of Section 4 of the
Transition Agreement if Executive executes, delivers and does not rescind this Release.



     NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, Executive and the Company hereby agree as
follows:




	 	1.	 	Release.





          (a) As consideration for the promises of the Company contained in this Separation Agreement,
Executive, for himself and his 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 Executive (collectively, “Claims”) which he 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
Executive’s employment with the Controlled Group and the cessation of that employment;
provided, however, that such release shall not operate to relieve the members of
the Controlled Group of any obligation to indemnify Executive against any Claims brought against
Executive by any third party by reason of Executive’s status as an officer or employee of the
Controlled Group or to relieve the Controlled Group from any obligation to pay Executive his
accrued PTO balance or any amounts deferred by him under the Company’s retirement and deferred
compensation plans.. As an essential inducement to Executive to enter into this Agreement, and as
consideration for the promises of Executive contained herein, the Company, for itself and its
successors, assigns and affiliates hereby fully and completely releases and waives any and all
Claims which it or they have or may have against Executive, or his spouse or heirs (the “Executive
Parties”) arising out of or related to the Released Matters or related to activities described in
Section 2 below; provided, however, that such release shall not operate to relieve
Executive from any obligation to reimburse the members of the Controlled Group for any
disbursements (such as travel and entertainment expenses) improperly charged by Executive to such
Group. Executive and the Company agree that, by signing this Release, neither party is waiving any
Claim arising after the Separation Date or under this Separation Agreement.




          (b) Executive’s release of Claims is intended to extend to and include Claims of any kind
arising 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 Ann. Tit. 19, §§ 710-718, the Delaware Handicapped
Persons Employment Protections Act, Del. Code Ann. Tit. 19, §§ 720-728 and any other federal, state
or local statute, Executive Order or ordinance prohibiting employment




 









 







discrimination or otherwise relating to employment, as well as any claim for breach of contract,
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) Executive has been informed of Executive’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 Executive’s intent to revoke this Agreement within seven (7) calendar days following the
execution of this Release by Executive. Executive 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

Gainey Ranch Center II

8501 N. Scottsdale Road

Suite 300

Scottsdale, AZ 85253

Attention: General Counsel



The Company and Executive agree that if Executive exercises Executive’s right of rescission,
under this Section (c), the Company’s obligations under Section 2 of this Separation Agreement
shall be null and void.





	 	2.	 	Non-Competition Waiver.





     If Executive does not invoke his right to revoke the Release pursuant to Section 1(c), the
Company agrees that it will not seek to enforce, and will, and hereby does, waive, release and
forever discharge any rights or claims that may accrue to it under, the provisions of Section 4 of
the Transition Agreement (including any right to the equitable relief described in Section 4(b)),
with the result that Executive shall be free to engage in the activities described in such Section
without restriction.




	 	3.	 	Miscellaneous.





          (a) Executive may not assign or delegate any of Executive’s rights or obligations in respect
of this agreement and any attempted assignment or delegation shall be void and of no effect. This
agreement is binding upon and enforceable by the Company and the other members of the Controlled
Group and their respective successors and assigns and inures to the benefit of Executive and
Executive’s, heirs and executors. This agreement is governed by the substantive laws of the State
of Delaware, without regard to its conflicts of law rules. The Executive Parties are intended
third-party beneficiaries of this Agreement.




          (b) The failure of a party to insist upon strict compliance with any of the terms, conditions
or covenants expressed in this Agreement 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 Agreement 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 Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Agreement 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 Agreement.




          (d) This Agreement 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.




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     IN WITNESS WHEREOF, the Company and Executive have hereunto set their hands to this Release as
of the dates set forth below.



	 	 	 	 	 
	 	 	eFUNDS CORPORATION
	 
	 	 	 	 
	Dated:

	 	By:
	 	/s/ Paul F. Walsh
	 

	 	 	 	 
	 

	 	Its	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Dated: Dec. 15, 2006

	 	 	 	/s/ R. Gupta
	 

	 	 	 	Rahul Gupta
	 
	 	 	 	 
	STATE OF Arizona)
	 	 	 	 
	 
	 	 	 	 
	County of Maricopa)
	 	 	 	 
	 
	 	 	 	 
	Subscribed and sworn before me

this 15th day of December, 2006.
	 	 	 	 
	 
	 	 	 	 
	/s/ Ramneek C. Mathur

	 	 	 	seal
	 


	 	 	 	 
	Notary Public, State of Arizona
	 	 	 	 
	My Commission expires: June, 26, 2010
	 	 	 	 







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