**Exhibit 10.3**

 

**PAYMENT WAIVER AGREEMENT**

** **

This Payment WaiverAgreement (the “Agreement”) is made and entered into as of August 16, 2009by and between Goldleaf Financial Solutions, Inc. (“Company”), and G. LynnBoggs (“Employee”).

 

**W I T N E S S E T H:**

** **

WHEREAS,Employee and Company previously entered into an Employment Agreement dated December 9,2005 that was amended on May 10, 2007 (the “Employment Agreement”);

 

WHEREAS, Company iscontemplating a merger with a wholly-owned subsidiary of Jack Henry &Associates, Inc. (“JKH”) and (the “JKH Merger”); and

 

WHEREAS, the Board ofDirectors of Company has requested and Employee has agreed to waive certaincontractual rights to receive cash and other consideration with an estimated fairvalue of between $318,875 and $352,337 in connection with the JKH Merger; and

 

WHEREAS, Employee has doneso in order to induce JKH to directly increase the merger consideration payableto the shareholders of the Company by $318,875; and

 

WHEREAS, as a condition precedentto such merger consideration increase, JKH has required the execution of this Agreementby Employee to confirm the agreements set forth herein.

 

NOW, THEREFORE, inconsideration of the mutual promises and agreements made herein, and other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

 

1.             With respect to the payments setforth in Section 5.c.(ii) of the Employment Agreement, Employeeagrees to waive the right to receive $235,077 of the amounts due thereunder.

 

2.             With respect to the right tocontinuation of stock options as specified in Section 5.c.(iv) of theEmployment Agreement, Employee hereby agrees to forfeit the right to suchcontinuation, which, based upon a Black-Sholes valuation, has an estimatedvalue of between $83,798 and $117,260.

 

3.             The parties hereto acknowledge and agree that, except asspecifically set forth herein, this Agreement shall not affect Employee’s rightto receive the severance benefits set forth in the Employment Agreement as aresult of the JKH Merger to be paid at Closing. Except as expressly amendedhereby, the terms of the Employment Agreement are unmodified and remain in fullforce and effect. The parties further agree that this waiver, agreed to inconnection with the JKH Merger, shall not operate as a waiver of Employee’spayment rights in connection with any other transaction or event.

 

----

 

IN WITNESS WHEREOF, theparties have executed this Amendment as of the date first above written.

 
|   | /s/ Gregory Lynn Boggs                   |
|--------|------------------------------------------|
|   | G.  Lynn Boggs                           |
|   |                                     |
|   |                                     |
|   | Goldleaf  Financial Solutions, Inc. |
|   |                                     |
|   |                                     |
|   |                                     | /s/  Scot Kees |
|   |                                     |
|   | By:                                      | Scot  Kees |
|   |                                     |   |
|   | Title                                    | SVP  and General Counsel |

 

2

----