EX-10.3






Exhibit 10.3




RETENTION AGREEMENT




BETWEEN




EFUNDS CORPORATION




AND




PAUL F. WALSH




DATED AS OF




February 26, 2007




1




WALSH AGREEMENT




EFUNDS




RETENTION AGREEMENT




AGREEMENT (this “Agreement”), by and between eFunds Corporation, a Delaware corporation (the
“Company”), and Paul F. Walsh (the “Executive”), dated as of February 26, 2007 (the “Effective
Date”). Capitalized terms used in this Agreement that are not defined in the operative provisions
shall have the meanings ascribed to them in the Exhibit “B” hereto.



1. Employment Period. The Company hereby agrees to continue to employ the Executive
and the Executive hereby agrees to remain in the employ of the Company subject to the terms and
conditions of this Agreement, for the Employment Period. The term “Employment Period” means the
period commencing on the date hereof and ending on the Initial Retirement Date or, if this
Agreement is extended pursuant to the following sentence, the period ending on the last day of such
extension. This Agreement will be automatically extended for successive additional one-year
periods following the Initial Retirement Date unless, at least six months prior to the
then-scheduled expiration of the Employment Period, the Company based upon a determination by its
Board of Directors (the “Board”) or the Executive shall give notice to the other party that the
Employment Period shall not be so extended. Executive shall retire from further employment with
the Company upon the expiration of the Employment Period.



2. Terms of Employment.




	 	(a)	 	Position.






	 	(i)	 	Commencing on the date hereof and for
the remainder of the Employment Period, the Executive shall serve
as the Chief Executive Officer and Chairman of the Board of the
Company. The Executive shall be based in Scottsdale, Arizona.






	 	(ii)	 	During the Employment Period, and
excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive agrees to devote his full time
during normal business hours to the business and affairs of the
Company and to use his good faith efforts to perform such
responsibilities. During the Employment Period, the Executive may,
so long as such activities do not interfere with the performance of
his responsibilities to the Company in accordance with this
Agreement, continue the corporate directorships on which the
Executive serves, if any, as of the date hereof and such other
corporate directorships as are consented to by the Board.






	 	(b)	 	Compensation.






	 	(i)	 	Base Salary. During the
Employment Period, the Company shall pay the Executive a minimum
base salary (the “Annual Base Salary”) of $670,000 per year (or
such higher amount as may be determined at the discretion of the
Compensation Committee of the Board (the “Compensation
Committee”)), which will be paid in accordance with the Company’s
regular payroll policies as in effect from time to time.






	 	(ii)	 	Annual Bonus. In addition to
Annual Base Salary, the Executive shall be eligible to be paid, for
each fiscal year ending during the Employment Period, an annual
bonus (the “Annual Bonus”). The Executive’s minimum target Annual
Bonus will be 100% of the Annual Base Salary actually paid to the
Executive for that fiscal year (or such higher percentage as may be
determined in the discretion of the Compensation Committee). The
amount of the Annual Bonus actually paid to the Executive for any
given fiscal year may be higher or lower than the target Annual
Bonus and will be determined in accordance with the performance
parameters established under, and the other terms and conditions
of, the Company’s existing Annual Incentive Plan (or any comparable
successor plan). Any Annual Bonus earned by the Executive shall be
paid no later than the end of the third month following the fiscal
year for which the Annual Bonus is awarded, unless the Executive
shall elect to defer the receipt of such Annual Bonus in accordance
with the terms and conditions of any deferred compensation plan
established by the Company. If the Employment Period shall expire
prior to the end of a given fiscal year, the bonus, if any, payable
for the portion of the year during which the Executive was employed
shall be determined by the Compensation Committee.






	 	(iii)	 	Stock Options and Other Equity
Awards. The Executive shall be entitled to participate in the
eFunds Corporation 2006 Stock Incentive Plan (or any comparable
successor plan) on generally the same terms and conditions as the
other senior executive officers of the Company (the “Senior
Executives”), it being understood and agreed that the Executive
will be eligible for option and other equity awards commensurate
with the Executive’s status as Chief Executive Officer.






	 	(iv)	 	Savings, Retirement and Other
Incentive Plans. The Executive shall be entitled to
participate in all other incentive, savings, deferred compensation,
stock purchase and retirement plans, practices, policies and
programs applicable generally to the other Senior Executives.






	 	(v)	 	Welfare Benefit Plans. The
Executive and/or the Executive’s family, as the case may be, shall
be eligible to participate in all welfare benefit plans, practices,
policies and programs generally provided by the Company to its
Senior Executives (including, without limitation, medical,
prescription, dental, disability, employee life, group life,
accidental death and travel accident insurance plans and programs).






	 	(vi)	 	Expenses. The Executive shall
be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in furtherance of the
Executive’s duties in accordance with the then prevailing policies,
practices and procedures of the Company.






	 	(vii)	 	Fringe Benefits. The
Executive shall be entitled to fringe benefits, including, without
limitation, tax and financial planning services, use or
reimbursement for the use of an automobile, as the case may be, and
payment of related expenses, in accordance with the plans,
practices, programs and policies of the Company.






	 	(viii)	 	Vacation. The Executive shall be entitled to six weeks
of paid time off per year and shall be entitled to standard Company
holidays in accordance with the plans, policies, programs and
practices of the Company.






	 	(ix)	 	Retention Awards and Amendments to
Restricted Stock Right Award and Stock Option Award Agreement.
On the Effective Date, the Company shall make a grant of a Stock
Option and a Restricted Stock Unit to the Executive (the “Retention
Awards”) in accordance with the terms and conditions set forth in
that certain Retention Stock Option Award Agreement and the
Retention Restricted Stock Unit Award Agreement attached as
Exhibit “D” and Exhibit “E” hereto, respectively, and the Company
and the Executive shall amend that certain 2004 Award Agreement
(the “Existing Long-Term RSU Award”) in accordance with the terms
and conditions set forth in that certain Amendment to 2004 Award
Agreement attached as Exhibit “F” hereto and that certain
Restricted Stock Right Award Agreement, dated January 13, 2005 (the
“2005 Award Agreement”), in accordance with the terms and
conditions set forth in that certain Amendment to 2005 Award
Agreement attached as Exhibit “G” hereto.





3. Termination of Employment.




Any purported termination of the Executive’s employment during the Employment Period
(other than by reason of the death of the Executive) shall be communicated by a Notice of
Termination given by the party seeking to terminate such employment to the other party
hereto in accordance with Section 11(d) of this Agreement. Notwithstanding the existence
of any dispute regarding the characterization of the reasons for any termination, the date
of termination of the employment of the Executive (the “Termination Date”) shall be the
date set forth in the Notice of Termination. If either party has given notice of
non-extension pursuant to Section 1 above, then no Notice of Termination need be given in
connection with Executive’s retirement at the scheduled expiration of the Employment Period
and “Termination Date” in that case shall be deemed to be the last day of the Employment
Period.




	 	(a)	 	Termination by the Company Without Cause; Resignation by
the Executive for Good Reason. If, during the Employment Period, the
Executive’s employment shall be terminated by the Company without Cause or the
Executive resigns for Good Reason, then:






	 	(i)	 	the Company shall make a lump sum cash
payment to Executive equal to the sum of (x) the Executive’s Annual
Base Salary through the Termination Date to the extent not
theretofore paid, (y) any Annual Bonus paid or payable, including
previously deferred amounts, in respect of the most recently
completed fiscal year of the Company to the extent such amount is
determinable and not theretofore paid, together with any previously
deferred amounts, and (z) any vacation pay accrued by the Executive
through the Termination Date (the sum of the amounts described in
clauses (x), (y) and (z) shall be hereinafter referred to as the
“Accrued Obligations”). In the event the Executive’s Annual Bonus
for the most recently completed fiscal year of the Company is not
determinable on the Termination Date, such Annual Bonus shall
(subject to any deferral election made by the Executive) be paid to
Executive in a lump sum, in cash, as soon as administratively
feasible after the date the amount of such Annual Bonus is
determined and in any event prior to the expiration of the three
month period referenced in Section 2(b)(ii). Any other amounts
payable pursuant to this Section 3(a)(i) shall be paid as soon as
administratively feasible following the Termination Date;






	 	(ii)	 	subject to the provisions of Section
3(e) below, the Company shall pay to the Executive in equal
installments on the Company’s regular payroll dates over the
twenty-four (24) months following the Termination Date (the
“Termination Payment Period”), an aggregate amount (the
“Termination Amount”) equal to two (2) times the Executive’s Annual
Base Salary in effect on the Termination Date and two (2) times the
target Annual Bonus with respect to the Company’s fiscal year in
which the Termination Date occurs;






	 	(iii)	 	except with respect to the Retention
Awards (which shall vest in accordance with the terms thereof) and
except to the extent that provisions that are more favorable to the
Executive are contained in Executive’s option and other equity
award agreements, (1) all options and any other unvested equity
based awards (including, without limitation, restricted stock) that
are granted to the Executive after the Effective Date and that are
scheduled to vest on or after the Termination Date and the Existing
Long Term RSU Award shall vest in their entirety on the Termination
Date and (2) any options that are granted to the Executive after
the Effective Date which are vested on the Termination Date or vest
pursuant to this Subsection (iii) may be exercised until the
earlier of (x) the second anniversary of the Termination Date and
(y) the expiration date of such options; and






	 	(iv)	 	the Company shall provide the Executive
and his dependents with group healthcare benefits under the
Company’s group healthcare plans for a period ending on the earlier
of twenty-four (24) months after the Termination Date or the date
that the Executive becomes eligible to participate in group
healthcare plans of any successor employer.






Notwithstanding the foregoing, Subsections (ii), (iii) and (iv) of this
Section 3(a) shall be null and void and the Company shall have no
obligations thereunder unless the Executive shall have timely executed
and delivered the Release attached to this Agreement as Exhibit A within
ten (10) days after the Company’s request therefor as described below
and the seven (7) day rescission period referenced in Section 1(c)
thereof shall have expired without the Executive having sent a notice of
revocation or rescission to the Company, at which point any accrued
amounts (“Termination Payments”) which are then payable under such
subsections shall be paid to Executive as soon as administratively
feasible. The Company agrees to deliver to the Executive a written
request for the execution and delivery of the Release on or within five
(5) days before or after the Termination Date.




	 	(b)	 	Termination by the Company for Cause; Resignation by the
Executive Without Good Reason Prior to Initial Retirement Date. If the
Executive’s employment shall be terminated by the Company for “Cause” during
the Employment Period or if the Executive resigns without “Good Reason” prior
to the Initial Retirement Date (as both terms are hereinafter defined), then:






	 	(i)	 	the Company’s only obligations to the
Executive shall be for the payment of any Accrued Obligations owed
to the Executive on the Termination Date, which shall (subject to
any deferral election by the Executive) be paid as soon as
administratively feasible after the Termination Date; and






	 	(ii)	 	except to the extent that provisions
that are more favorable to the Executive are contained in the
Executive’s option and other equity award agreements, (1) all
unvested options and any other unvested equity based award
(including, without limitation, restricted stock) held by the
Executive shall be forfeited on the Termination Date and (2) any
options held by the Executive that are vested on the Termination
Date may be exercised until the earlier of (x) ninety (90) days
after the Termination Date and (y) the expiration date of such
options.






	 	(c)	 	Termination by Reason of Death, Retirement or Resignation
by the Executive Without Good Reason after the Initial Retirement Date.
The Executive’s employment shall terminate upon his death during the
Employment Period, his Retirement upon the expiration of such Employment
Period or his resignation without Good Reason after the Initial Retirement
Date. In the event of such termination:






	 	(i)	 	the Company shall pay the Executive (or
his heirs, estate or legal representatives, as the case may be) an
amount equal to any Accrued Obligations owed to the Executive on
the Termination Date, which shall (subject to any deferral election
by the Executive) be paid as soon as administratively feasible
after the Termination Date;






	 	(ii)	 	except with respect to the Retention
Awards (which shall vest in accordance with the provisions thereof)
and except to the extent that provisions that are more favorable to
the Executive are contained in the Executive’s option and other
equity award agreements, (1) in the event of the Executive’s death,
Retirement or resignation without Good Reason after the Initial
Retirement Date all unvested options and any other unvested equity
based awards (including, without limitation, restricted stock) that
are granted to the Executive after the Effective Date and the
Existing Long-Term RSU Award shall vest on the Termination Date
and (2) any options that are granted to the Executive after the
Effective Date which are vested on the Termination Date or vest
pursuant to this Subsection (ii) may be exercised until the earlier
of (x) the second anniversary of the Termination Date and (y) the
expiration date of such options; and






	 	(iii)	 	the Company shall provide the
Executive and his dependents with group healthcare benefits under
the Company’s group healthcare plans for a period ending on
twenty-four months (24) after the Termination Date.






	 	(d)	 	Termination by Reason of Disability. If the
Executive incurs a Disability during the Employment Period, the Company may
give a Notice of Termination to the Executive of its intention to terminate
the Executive’s employment by reason of such Disability. In such event, the
Executive’s employment with the Company shall automatically terminate on the
30th day after the date of such Notice of Termination (unless such Termination
Date is extended by the Board) if the Executive shall not have returned to
full-time performance of the Executive’s duties within such thirty (30) day
notice period. In the event of such termination:






	 	(i)	 	the Company shall pay the Executive (or
his heirs, estate or legal representatives, as the case may be) an
amount equal to any Accrued Obligations owed to the Executive on
the Termination Date, which shall (subject to any deferral election
by the Executive) be paid as soon as administratively feasible
after the Termination Date;






	 	(ii)	 	except with respect to the Retention
Awards (which shall vest in accordance with the provisions thereof)
and except to the extent that provisions that are more favorable to
the Executive are contained in the Company’s standard form option
and other equity award agreements, (1) all unvested options and any
other unvested equity based awards (including, without limitation,
restricted stock) that are granted to the Executive after the
Effective Date and the Existing Long-Term RSU Award shall vest on
the Termination Date and (2) any options that are granted to the
Executive after the Effective Date which are vested on the
Termination Date or vest pursuant to this Subsection (ii) may be
exercised until the earlier of (x) the second anniversary of the
Termination Date and (y) the expiration date of such options; and






	 	(iii)	 	the Company shall provide the
Executive and his dependents with group healthcare benefits under
the Company’s group healthcare plans for a period ending on
twenty-four (24) months after the Termination Date.






(e) Section 409A Specified Employee Requirement.




	 	(i)	 	If, at the time of a termination of
employment as described in Section 3(a) above, the Executive is a
“Specified Employee,” for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code), then, except as
provided in clause (ii) below, (A) the Executive shall have no right
to receive any payments under Section 3(a) until the first business
day on or after the 185th day following the Termination
Date (the “Permitted Payment Date”) and (ii) all amounts which he
would have received during such period (but for the operation of this
provision) shall be paid in a lump sum on the Permitted Payment Date.
Thereafter, equal bi-monthly payments shall be made on the Company’s
regular payroll dates during the balance of the Termination Payment
Period until the Termination Amount shall have been fully paid.






	 	(ii)	 	This Section 3(e) above is intended to
achieve compliance with the requirements of Section 409A(a)(i) and
Section 409A(a)(2)(B)(i) of the Code (the “Specified Employee
Requirement”). If, following the issuance of final regulations under
Section 409A, in the opinion of counsel selected by the Executive and
acceptable to the Company, which opinion shall not be qualified
except as to changes in the law, all or part of the amounts described
in Section 3(e)(i) above may be paid at the time or times described
in Section 3(a) in compliance with the Specified Employee
Requirement, then payment of such compliant amounts shall be made on
the dates provided in Section 3(a), with any payment required to be
made on the Permitted Payment Date being reduced by any compliant
amount so paid. The cost of such counsel shall be borne equally by
the Executive and the Company.





4. No Offset. The Company’s payment obligations hereunder are absolute and
unconditional and shall not be subject to offset, counterclaim, recoupment, defense or any other
right the Company may have against him or anyone else.



5. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any benefit plan for which the Executive may
qualify nor shall anything herein limit or otherwise affect such rights as the Executive may have
under any contract or agreement with the Company. Amounts that are vested benefits or that the
Executive is otherwise entitled to receive under any benefit plan, contract or agreement with the
Company at or subsequent to the Termination Date shall be payable in accordance with such plan,
contract or agreement except as explicitly modified by this Agreement.



6. No Obligation to Mitigate; Expenses of Contests.




	 	(a)	 	No Obligation to Mitigate. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the provisions
of this Agreement, and, except as specifically provided in this Agreement,
such amounts shall not be reduced whether or not the Executive obtains other
employment.






	 	(b)	 	Expenses. The Company shall reimburse the Executive
for the reasonable cost incurred in finalizing this Agreement and any related
plans or agreements. Each party shall be responsible for its own legal and
professional fees and other expenses incurred as a result of any contest by
the Executive, by the Company or others of the validity or enforceability of,
or liability under, any provision of this Agreement or the Release Agreement
(including as a result of any contest by the Executive about the amount of any
payment pursuant to this Agreement).





7. Certain Additional Payments by the Company. In the event it shall be determined
that any payment or benefit received or to be received by the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, but determined without regard to any additional payments required
under Section (A) of Exhibit C) would be subject to the excise tax imposed by Section 4999 (or any
successor section) of the Internal Revenue Code of 1986, as amended, or any interest or penalties
are incurred by the Executive with respect to such or any other excise tax, then the Executive
shall be entitled to receive additional payments in an amount determined in accordance with Exhibit
C.



8. Restrictions and Obligations of the Executive.




	 	(a)	 	Consideration for Restrictions and Covenants. The
parties hereto acknowledge and agree that the principal consideration for the
agreement to make the payments provided in Section 3 hereof from the Company
to the Executive is the Executive’s compliance with the undertakings set forth
in this Section 8. Specifically, the Executive agrees to comply with the
provisions of this Section 8 irrespective of whether the Executive is entitled
to receive any payments under Section 3 of this Agreement.






	 	(b)	 	Confidentiality. The confidential and proprietary
information and trade secrets of the Company (collectively, “Confidential
Information”) are among its most valuable assets. The Company’s
Confidential Information may include, without limitation, its customer and
vendor lists, database, computer programs, frameworks, models, its marketing
programs, its sales, financial, marketing, training and technical information,
and any other information, whether communicated orally, electronically, in
writing or in other tangible forms concerning how the Company creates,
develops, acquires or maintains its products and marketing plans, targets its
potential customers and operates its retail and other businesses.
Confidential Information does not include information that is or shall have
become publicly known or available, unless it shall have become publicly known
or available as a result of the Executive’s breach of his obligations
hereunder. The Company has invested, and continues to invest, considerable
amounts of time and money in obtaining and developing the goodwill of its
customers, its other external relationships, its data systems and data bases,
and Confidential Information, and any misappropriation or unauthorized
disclosure of Confidential Information in any form, would irreparably harm the
Company. The Executive shall keep confidential, and not use or disclose
except in connection with the good faith performance of his duties to the
Company or as required by law or legal process, all Confidential Information
relating to the Company and its business, which shall have been obtained by
the Executive during the Executive’s employment by the Company and which shall
not be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). After
termination of the Executive’s employment with the Company, the Executive
shall not, without the prior written consent of the Company or as may
otherwise be required by law or legal process, communicate, divulge or use any
such information, knowledge or data to anyone other than the Company and those
designated by it.






	 	(c)	 	Non-Solicitation or Hire. During the Employment
Period and for a two-year period following the Termination Date the Executive
shall not, directly or indirectly:






	 	(i)	 	without the prior written consent of
the Company’s Board of Directors, (x) solicit, encourage, cause or
induce any person who is at the Termination Date or was at any time
within the six-month period preceding the Termination Date an
officer, general manager or director or equivalent or more senior
level employee of the Company or any of its subsidiaries (a “Key
Employee”) to terminate such employee’s employment with the Company
or such subsidiary for the employment of another company (including
for this purpose the contracting with any person who was an
independent contractor (excluding consultant) of the Company during
such period) or (ii) employ or offer employment to any Key Employee
who is on the date of such employment or offer of employment, or
was at any time within the six-month period preceding such date, an
employee of the Company or any of its subsidiaries; or






	 	(ii)	 	take any action that would interfere
with the relationship of the Company or its subsidiaries with their
suppliers and franchisees without, in either case, the prior
written consent of the Company’s Board of Directors, or engage in
any other action or business that would have a material adverse
effect on the Company.






	 	(d)	 	Non-Competition. As an essential inducement to the
Company to enter into this Agreement, and as consideration for the promises of
the Company contained herein, the Executive agrees that during the term of his
employment and for a period of twenty-four (24) months after any Termination
Date (other than in connection with a Termination for Cause), the Executive
will not:






	 	(i)	 	Control or own (directly or indirectly)
more than two percent of the outstanding capital stock of or other
equity interest in any Competitor; or






	 	(ii)	 	Serve as an officer, member, director,
contractor, agent, consultant, advisor or employee of or to any
Competitor wherever located.






	 	(e)	 	Irreparable Injury. The Executive agrees that a
breach by the Executive of any of the terms of this Section 8 will cause great
and irreparable injury and damage to the Company and that the Company shall
have a right to equitable relief, including, but not limited to, a temporary
restraining order, preliminary injunction, permanent injunction and/or order
of specific performance, as a remedy to enforce this Section 8 or prevent a
threatened breach of this Section 8 by the Executive. In addition, the
Company will be immediately relieved of any remaining obligation to make any
Termination Payments to the Executive if the Executive should breach this
Section 8.





9. Successors.




	 	(a)	 	This Agreement is personal to the Executive and without the
prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
legal representatives.






	 	(b)	 	This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.





10. Miscellaneous.




	 	(a)	 	Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws.






	 	(b)	 	Captions. The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect.






	 	(c)	 	Amendment. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.






	 	(d)	 	Notices. All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:






	 	(i)	 	if to the Executive, to Paul F. Walsh,
7307 North Black Rock Trail, Paradise Valley, AZ 85253, with a copy
to Stephan G. Bachelder, Bachelder & Dowling, P.A., 22 Free Street,
Suite 201, Portland, ME 04101-3900;






	 	(ii)	 	if to the Company, to it at eFunds
Corporation, Portales II, 4900 N. Scottsdale Road, Suite 1000,
Scottsdale, Arizona 85251, Attention: General Counsel;






	 	(iii)	 	or to such other address as either
party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when
actually received by the addressee.






	 	(e)	 	Assistance to Company. At all times during and after
the Employment Period and at the Company’s expense for out-of-pocket expenses
actually and reasonably incurred by the Executive in connection therewith, the
Executive shall provide reasonable assistance to the Company in the collection
of information and documents and shall make the Executive available when
reasonably requested by the Company in connection with claims or actions
brought by or against third parties or investigations by governmental agencies
based upon events or circumstances concerning the Executive’s duties,
responsibilities and authority during the Employment Period, provided that
this provision shall not require the Executive to expend time or provide
services in any manner or to any degree, that would materially interfere with
any subsequent employment or consulting activity (including Board
memberships), and further provided that this provision shall not require
extensive or ongoing services without reasonable compensation therefor.






	 	(f)	 	Severability of Provisions. Each of the sections
contained in this Agreement shall be enforceable independently of every other
section in this Agreement, and the invalidity or nonenforceability of any
section shall not invalidate or render unenforceable any other section
contained in this Agreement. The Executive acknowledges that the restrictive
covenants contained in Section 8 are a condition of this Agreement and are
reasonable and valid in geographical and temporal scope and in all other
respects. If any court or arbitrator determines that any of the covenants in
Section 8, or any part of any of them, is invalid or unenforceable, the
remainder of such covenants and parts thereof shall not thereby be affected
and shall be given full effect, without regard to the invalid portion. If any
court or arbitrator determines that any of such covenants, or any part
thereof, is invalid or unenforceable because of the geographic or temporal
scope of such provision, such court or arbitrator shall reduce such scope to
the minimum extent necessary to make such covenants valid and enforceable.






	 	(g)	 	Withholding. The Company may withhold from any
amounts payable under this Agreement such Federal, state, local or foreign
taxes as shall be required to be withheld pursuant to any applicable law or
regulation.






	 	(h)	 	Waiver. The Executive’s or the Company’s failure to
insist upon strict compliance with any provision hereof or any other provision
of this Agreement or the failure to assert any right the Executive or the
Company may have hereunder shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.






	 	(i)	 	Intended to Supersede. This Agreement is intended to
supersede and replace any other prior employment, severance agreements or
arrangements between the parties, including that certain Retention Agreement,
dated as of November 3, 2004 (as amended, the “Prior Retention Agreement”),
between the Executive and the Company, except such Retention Agreement shall
continue to apply solely for the purpose of determining whether any
termination of the Executive’s employment was a termination of employment
described in Section 3(b) of the Prior Retention Agreement for the purpose of
determining the Executive’s rights under those certain Option Award
Agreements, dated as of January 13, 2005, February 16, 2006 and February 13,
2007 and those certain Restricted Stock Unit Award Agreements, dated as of
January 13, 2005 (as amended), May 18, 2006 and February 13, 2007, between the
Executive and the Company; provided, however, that this Agreement shall not
supersede or replace that certain Change in Control Agreement, dated as of
September 16, 2002 (as amended, the “Change in Control Agreement”), between
the Executive and the Company. In addition, nothing in this Agreement is
intended to amend or modify the terms of any stock option or other equity
based agreement between the Company and the Executive that is outstanding as
of the Effective Date, except to the extent that any such award agreement is
(as is the Existing Long-Term RSU Award) and the 2005 Award Agreement
expressly amended pursuant to or as described in this Agreement.






	 	(j)	 	Survival. The obligations of the Company and the
Executive under this Agreement which by their nature may require either
partial or total performance after the expiration of the term of this
Agreement shall survive such expiration.






	 	(k)	 	Subject to Change in Control Agreement. In no event
shall any amounts be payable under this Agreement if the Executive should
become entitled to any payments pursuant to the Change in Control Agreement.
This Agreement is expressly made subject to Section XI.F. of the Change in
Control Agreement.






	 	(l)	 	Delegation of Duties. Notwithstanding any other
provision in this Agreement to the contrary, the Board may delegate the
responsibilities, duties and powers specified under this Agreement to be
observed or performed by the Board to the Compensation Committee or the Board
Affairs Committee.






	 	(m)	 	Open for Acceptance and Execution. The Executive
acknowledges that the terms of this Agreement have been open for acceptance
and execution for at least thirty (30) days during which time the Executive
has considered whether or not to accept this Agreement and consulted with an
attorney of the Executive’s choosing to advise the Executive regarding the
same.





Signature Page Follows.






2






IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has
caused these presents to be executed in its name on its behalf, all as of the day and year first
above written.




PAUL F. WALSH




/s/ Paul F. Walsh




	 	 	Paul F. Walsh






EFUNDS CORPORATION




/s/ Laura DeCespedes




	 	 	Name: Laura Decespedes






Its: EVP, Human Resources



3




EXHIBIT A




RELEASE




WHEREAS, Paul F. Walsh (“the Executive”) is an employee of eFunds Corporation, a Delaware
corporation (the “Company”);



WHEREAS, the Executive’s employment with the Company has been terminated effective as of
     ,     (the “Termination Date”);



WHEREAS, the Executive and the Company have previously entered into that certain Retention
Agreement, dated as of February 26, 2007 (the “Agreement”), pursuant to which the Company has
agreed to make certain payments to the Executive following the termination of his employment;



WHEREAS, it is a condition to the Company’s obligation to make certain of the payments
provided for in the Agreement that the Executive execute, deliver and not rescind this Release; and



WHEREAS, it is a condition to the effectiveness of this Release that the Company in fact make
such payments.



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



1. Release.




(a) As consideration for the promises of the Company contained in the Agreement, the
Executive, for him 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 the Executive (collectively,
“Claims”) which the Executive 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 Termination Date,
including, without limitation, any Claims based on or arising out of the Executive’s
employment with the Controlled Group and the cessation of that employment; provided,
however, that such release shall not operate (X) to relieve the members of the Controlled
Group of any obligation to indemnify the Executive pursuant to the terms of the Company’s
by-laws or pursuant to any separate indemnification agreement in effect between the Company
and the Executive or (Y) to release any claim the Executive may have under any insurance
policy maintained by the Company and in effect on the date hereof; and, provided, further,
that the effectiveness of such release shall be suspended until such time as the Company
shall have fulfilled its obligation to make the termination payments referenced under
Subsections (ii), (iii), and (iv) of Section 3(a) of the Agreement (it being understood and
agreed that following the fulfillment by the Company of such obligation, such suspension
shall be lifted and such release shall be fully effective and enforceable from and as of
its date of execution by the Executive); and provided, further, that the Executive does not
release the Company from the provisions of Sections 3 through 7 of the Agreement, which
shall remain in effect. The Executive further agrees that he will not institute any legal
proceedings against the Released Parties in respect of any Claim. The Executive and the
Company agree that, by signing this Release, the Executive is not waiving any Claim arising
after the Termination Date or by reason of any breach of the Agreement.




(b) The 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, the Arizona Civil Rights
Act, Ariz. Rev. Stat. §§ 41-1401, et seq., the Arizona Employment Relationship and
Constructive Discharge Law, Ariz. Rev. Stat. §§ 23-1501, et seq. 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 (other
than any breach of the Agreement), 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) The Executive has been informed of the 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 the Executive’s intent to revoke this Release within seven (7)
calendar days following the execution of this Release by the Executive. The 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

Portales II

4900 N. Scottsdale Road

Suite 1000

Scottsdale, AZ 85251

Attention: General Counsel




The Company and the Executive agree that if the Executive exercises the Executive’s right of
rescission, under this Section 1(c), the Company’s obligations to make any termination payments to
the Executive under Subsections (ii), (iii), or (iv) of Section 3(a) of the Agreement shall be null
and void.



2. Miscellaneous.




(a) The Executive may not assign or delegate any of the Executive’s rights or
obligations in respect of this Release and any attempted assignment or delegation shall be
void and of no effect. This Release 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 the Executive and the Executive’s, heirs and executors. This
Release is governed by the substantive laws of the State of Delaware, without regard to its
conflicts of law rules.




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




(d) This Release 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.




(e) The Executive has been informed that the terms of this Release will be open for
acceptance and execution for thirty (30) days after the Termination Date, during which time
the Executive may consider whether or not to accept this Release and consult with an
attorney of the Executive’s choosing to advise the Executive regarding the same. If the
Executive does not execute this Release and deliver the same to the Company by such date,
the obligation of the Company to make any termination payments under Subsections (ii),
(iii), or (iv) of Section 3(a) of the Agreement shall be wholly null and void.



Signature Page Follows.






4






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




EFUNDS CORPORATION



Dated:




     




By:     




Its:     




Paul F. Walsh



Dated:



STATE OF      )



County of      )



Subscribed and sworn before me



This      day of      , 2     .



seal



Notary Public, State of



My Commission expires:



5




EXHIBIT B




DEFINITIONS




Capitalized terms used in the Retention Agreement by and between eFunds Corporation, a
Delaware corporation (the “Company”), and Paul F. Walsh (the “Executive”), dated as of February 26,
2007 (the “Agreement”) that are not elsewhere defined in the Agreement shall have the definitions
set forth below:



1. “Cause” means:




	 	(i)	 	the willful and continued failure of the Executive to perform
substantially the Executive’s material duties (other than as a result of the
mental of physical illness of the Executive or any such failure as may
allegedly occur after the Executive issues a Notice of Termination for Good
Reason pursuant to Section 3(a) of the Agreement) for a period of thirty (30)
days or more after a demand for substantial performance is delivered to the
Executive by the Board which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed the
Executive’s material duties;






	 	(ii)	 	the Executive engages in fraud or gross misconduct which is
materially and demonstrably injurious to the commercial interests of the
Company; or






	 	(iii)	 	the Executive is convicted or pleads guilty or nolo
contendre to criminal misconduct constituting a felony or gross misdemeanor
involving a breach of ethics, moral turpitude or other immoral conduct which
reflects adversely upon the reputation or interests of the Company or its
customers or vendors or the Executive becomes subject to criminal sanctions
that will prevent the Executive from performing his duties in the ordinary
course for a period of time that is likely to exceed thirty (30) days.





2. “Competitor” means mean any entity (or, with regard to an entity which engages in
multiple lines of business, any division or subsidiary of such entity) primarily engaged in the
business of (1) processing debit, prepaid, ACH, ATM or EBT transactions or providing software that
allows others to process such transactions, (2) providing data-based risk management, decision
support, collection services or customer relationship management products and services, so long as
the provision of such products and services is governed by the Federal Fair Credit Reporting Act,
15 U.S.C. sections 1681 et. seq. (or any successor provision), (3) or providing business process
outsourcing services (such as call centers or accounts receivable or payable processing). An
entity, or a subsidiary or division thereof, shall not be considered to be a Competitor merely by
engaging in the business of providing any of the foregoing products or services if the revenues
from one or more of such activities do not constitute ten percent (10%) or more of the total
revenues of such entity, division or subsidiary. By way of example, if an entity maintains a
subsidiary which derives a ten percent (10%) or more of its revenues from debit transaction
processing, the Executive could not engage in any restricted Activity with respect to that
subsidiary. The Executive would not, however, be prohibited from engaging in any restricted
activity for another division or subsidiary of such entity so long as the Executive’s relationship
with such other division or subsidiary is not maintained as a pretext designed to enable Executive
to avoid compliance with the spirit of the foregoing and the Executive does not engage in any
restricted activity with respect to the debit processing subsidiary during the restricted period.
Without limiting the generality of the foregoing, “Competitors” shall by definition include such
companies as Equifax, Experian, TransUnion, First Data Corporation, Fiserv, TSYS and M&I.



3. “Disability” means a disability entitling the Executive to long-term disability
payments under the Company’s applicable long-term disability plan, and in the absence of such a
plan shall mean the inability of the Executive to substantially perform the essential functions of
the Executive’s position for a period of sixty (60) or more consecutive days as a result of a
mental or physical illness.



4. “Good Reason” means:




	 	(i)	 	except with the Executive’s prior consent, the assignment to
the Executive of any significant duties inconsistent with the Executive’s
status and position as the Chief Executive Officer of the Company or any other
action by the Board which results in a material and ongoing diminution of the
Executive’s position and authority;






	 	(ii)	 	any failure by the Company to comply with any of the
provisions of this Agreement, other than an isolated failure not occurring in
bad faith which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;






	 	(iii)	 	a requirement by the Company that the Executive maintain his
principal residence at a location outside of the Scottsdale, Arizona area as a
condition to his continued employment;






	 	(iv)	 	any request or requirement by the Company or the Board that
the Executive take any action or omit to take any action that is inconsistent
with or in violation of the Company’s ethical guidelines and policies or any
professional ethical guidelines or principles that may be applicable to the
Executive; or






	 	(v)	 	except with the Executive’s prior consent or as a result of a
failure of the stockholders of the Company to elect the Executive to the Board
or any legal or regulatory requirements applicable to the Company, the removal
of the Executive from the office of Chairman of the Board (it being understood
and agreed that the appointment by the Board of a Lead Director shall not be
deemed to constitute such a removal).





5. “Initial Retirement Date” means the date of the Company’s annual meeting of
stockholders in May 2011 (or if there is no such meeting in May 2011, May 31, 2011).



6. “Notice of Termination” means a notice communicated by any party seeking to
terminate the Executive’s employment during the Employment Period. Any Notice of Termination shall
(1) indicate the specific termination section in the Agreement relied upon by the party giving such
notice (or that the Executive’s employment is being terminated by the Company without Cause or by
the Executive without Good Reason), (2) to the extent applicable, set forth in reasonable detail
the facts and circumstances claimed to provide a basis for the termination of the Executive’s
employment under the section of the Agreement so indicated and (3) if the Termination Date is not
the date of receipt of such notice, specify a Termination Date (which date shall be not more than
one hundred eighty (180) days after the date of the Notice of Termination). A Notice of
Termination for Cause shall include a certified copy of a resolution to such effect duly adopted by
the affirmative vote of not less than three-quarters of the entire membership of the Board. The
failure by the Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Disability, Good Reason or Cause shall not waive any
right of the Executive or the Company, as the case may be, from asserting such fact or circumstance
in enforcing their respective rights under the Agreement.



7. “Retirement” means any voluntary termination of the Executive’s employment with
the Company or any of its affiliates that occurs on or after the Initial Retirement Date.



6




2.EXHIBIT C




CERTAIN ADDITIONAL PAYMENTS




A. Anything in this Agreement to the contrary notwithstanding and except as set forth below,
in the event it shall be determined that any payment or benefit (collectively, a “Payment”)
received or to be received by the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement
with the Company, but determined without regard to any additional payments required under this
Section (A) would be subject to the excise tax imposed by Section 4999 or any successor section) of
the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are
incurred by the Executive with respect to such or any other excise tax (any such tax, together with
any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”),
then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an
amount determined in accordance with this Exhibit C such that after payment by the Executive of all
taxes (including any interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions
of this Exhibit C, if it shall be determined that the Executive is entitled to a Gross-Up Payment,
but that the Executive, after taking into account the Payments and the Gross-Up Payment, would not
receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any
Excise Tax) as compared to the net after-tax benefit the Executive would receive if the Gross-Up
Payment were eliminated and the Payments were reduced, in the aggregate, to an amount (the “Reduced
Amount”) such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up
Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the
Reduced Amount. For purposes of determining whether any of the Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (i) all of the Payments shall be treated as
“parachute payments” (within the meaning of Section 280G(b) of the Code (or any successor section))
unless, in the opinion of tax counsel (“Tax Counsel”) selected by the Company and reasonably
acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all “excess
parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as
subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in
whole or in part) represent reasonable compensation for services actually rendered (within the
meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount” (as defined in Section
280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to
the Excise Tax, and (iii) the value of any non-cash benefits or any deferred payment or benefit
shall be determined by the “Accounting Firm” (as hereinafter defined) in accordance with the
principals of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of
the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest
marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to
be made (determined by giving affect to the maximum loss of itemized deductions that could be
suffered by the Executive by virtue of his receipt of the Gross-Up Payment) and state and local
income taxes at the highest marginal rate of taxation in the state and locality of Executive’s
residence on the Termination Date (or if there is no Termination Date, then the date on which the
Gross-Up Payment is calculated for purposes of this Exhibit C), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and local taxes.



B. Subject to the provisions of Section (C), all determinations required to be made under this
Exhibit C, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm designated by the Company and reasonably acceptable to
the Executive (the “Accounting Firm”) which shall provide detailed supporting calculations both to
the Company and the Executive within 15 business days of the receipt of notice from the Executive
that a Payment has been made or will be required, as the case may be, or such earlier time as is
requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the
Company. Any Gross-Up Payment, as determined pursuant to this Exhibit C, shall be paid by the
Company to the Executive within five days of the receipt of the Accounting Firm’s determination.
Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should
have been made by the Company will not in fact have been made (“Underpayment”). In the event that
the Company exhausts its remedies pursuant to Section (C), fails to pursue such remedies, or in any
event fails to obtain a final, non-appealable determination that no Excise Tax is due and the
Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive. For purposes of making all
determinations and calculations required by this Exhibit C, Tax Counsel and the Accounting Firm may
make reasonable assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Internal Revenue Code, provided that such determinations and calculations must be based upon
substantial authority (within the meaning of Section 6662 of the Code).



C. The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten business days after the
Executive is informed in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive shall not pay such
claim prior to the expiration of the thirty (30) day period following the date on which he gives
such notice to the Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive shall:




1. give the Company any information reasonably requested by the Company relating to
such claim,




2. take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the
Company,




3. cooperate with the Company in good faith in order to effectively contest such
claim, and




4. permit the Company to participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax
or income tax (including interest and penalties with respect thereto) imposed as a result
of such representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section (C)(4), the Company shall control all proceedings
taken in connection with such contest and, at its sole option, may pursue or forego any and
all administrative appeals, proceedings, hearings and conferences with the taxing authority
in respect of such claim and may, at its sole option, either direct the Executive to pay
the tax claimed and sue for a refund or contest the claim in any permissible manner, and
the Executive agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the Executive to
pay such claim and sue for a refund, the Company shall advance the amount of such payment
to the Executive, on an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and, further provided that any extension of
the statute of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.



D. If, after the receipt by the Executive of an amount advanced by the Company pursuant to
Section (C), the Executive becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company’s complying with the requirements of Section (C) promptly
pay to the Company the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto). If, after the receipt by the Executive of any amount advanced by
the Company pursuant to Section (C), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days
after such determination, then such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.



E. The Gross-Up Payment shall be made not later than the fifth day following the Termination
Date or other event causing the Gross-Up Payment; provided, however, that if the amount of such
Gross-Up Payment, and the limitation on such payments set forth in Section (A) hereof, cannot be
finally determined on or before such day, the Company shall pay to the Executive on such day an
estimate, as determined in good faith by the Accounting Firm, of the minimum amount of such
Gross-Up Payment to which the Executive is clearly entitled and shall pay the remainder of such
payments (together with interest on the unpaid remainder (or on all such payments to the extent the
Company fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B)
of the Code) as soon as the amount thereof can be determined but in no event later than the 30th
day after the Termination Date. In the event that the amount of the estimated payments exceeds the
amount subsequently determined to have been due, such excess shall constitute an obligation of the
Executive to the Company payable immediately. At the time that payments are made under this
Agreement, the Company shall provide the Executive with a written statement setting forth the
manner in which such payments were calculated and the basis for such calculations including,
without limitation, any opinions or other advice the Company has received from Tax Counsel, the
Accounting Firm or other advisors or consultants (and any such opinions or advice which are in
writing shall be attached to the statement).




7