exv10w45



 








Exhibit 10.45




eFunds Corporation

Separation Agreement



SEPARATION AGREEMENT by and between eFunds Corporation, a Delaware corporation (collectively with
any successor entity, the “Company”), and Michele J. Langstaff (“Employee”) dated as of December
15, 2005.




     WHEREAS, Employee is currently an employee of the Company;



     WHEREAS, the further employment of Employee will be terminated as of February 20, 2006 (the
“Separation Date”);



     WHEREAS, the Chief Executive Officer (“CEO”) of the Company has determined that it is in the
best interests of the Company and its stockholders to ensure that the Company will have Employee’s
full support of and participation in the transition of the Employee leadership of the Company; and



     WHEREAS, the CEO has therefore determined to provide Employee with assurances regarding the
benefits to be received by Employee during this transition period and following the expected
departure of the Employee from employment with the Company.



     NOW, THEREFORE, the parties hereto hereby agree as follows:


I. Payments.




     (a) Subject to the terms and conditions set forth in this Agreement, the Company agrees to
employ the Employee as its Human Resources Executive from the date of this Agreement until the
Separation Date and the Employee agrees to serve in such capacity during such time and to resign
from further employment from the Company on the Separation Date. The Company shall not reduce the
base salary (the “Base Salary”) of Employee from its current level ($18,333.33 per month) during
the period (the “Transition Period”) preceding the Separation Date and shall continue to pay such
amount to the Employee during this Period in accordance with past practice. Subject to the
provisions of Section 2, in the event the Company should terminate the further employment of
Employee without “Cause” (as hereinafter defined) prior to the Separation Date, the Company shall
nevertheless continue to pay Employee the Base Salary throughout the Transition Period and Employee
shall remain entitled to receive the payments and benefits referenced in subsections 1(b), (c), (d)
and (e). If the Company should terminate the employment of Employee prior to the Separation Date
for Cause, the Company shall have no further payment obligations hereunder from and after the date
of any such termination so long as the Company has paid the Base Salary through such date of
termination. As used herein, “Cause” shall mean a continuing material failure by Employee to
substantially comply with the requirements of Section 2(a) for five or more
days following her receipt of written demand for compliance from the CEO which specifies in
reasonable detail the circumstances demonstrating Employee’s failure to so comply.



     (b) If Employee remains employed by the Company through the Separation Date and her
resignation remains in effect on such Date, or if the Company terminates the further employment of
Employee prior to the Separation Date without Cause (each such scenario being hereinafter referred
to as a “Qualifying Termination”), Employee shall receive a cash payment equal to the amount of the
bonus Employee would have received had Employee remained in her previous position (Senior Vice
President — Human Resources) through the date in 2006 that bonuses for 2005 are paid (the “Bonus
Payment Date”) and her individual bonus multiplier been one. Any such payment shall be made on the
Bonus Payment Date. Similarly (and notwithstanding any terms of any restricted stock unit or
option award agreement hereinafter described to the contrary), if the termination of Employee’s
employment constitutes a Qualifying Termination, the vesting of the option granted to Employee on
August 6, 2003 (but not any other option or restricted stock unit award) shall be accelerated by
one year (i.e. as if Employee had



 









 







remained
in the employ of the Company through February 20, 2007).
If the termination of Employee’s employment does not constitute a Qualifying Termination, the
vesting schedule of such option shall remain unchanged.



     (c) Subject to the further terms and conditions set forth in this Agreement, if the
termination of Employee’s employment with the Company constitutes a Qualifying Termination,
Employee shall be entitled to the following transition support payments following the Separation
Date:




	 	(i)	 	During the portion of the calendar year 2006 remaining
following the expiration of the Transition Period, Employee shall be
compensated monthly at a rate equal to the Base Salary. Such compensation
shall be paid in accordance with the Company’s regular payroll practices,
except that payments shall not be owing hereunder until such time as Employee
shall have executed the Release attached as Exhibit A and the seven day
rescission period (the “Rescission Period”) referenced in Section 1(c) thereof
shall have expired without Employee having sent a notice of revocation or
rescission to the Company, at which point any accrued amounts which are then
payable hereunder shall be paid to Employee;
	 
	 	(ii)	 	During the calendar year 2007 (the “Extension Period”),
Employee shall be entitled to a monthly payment equal to the amount, if any,
by which the Base Salary exceeds the gross monthly cash compensation received
by Employee from any subsequent employer.
	 
	 	(iii)	 	In order to be eligible to receive the differential payments
payable during the Extension Period, Employee must provide the Company
with reasonable documentation (such as a payroll statement from Employee’s
employer or, if applicable, a written statement to the effect that
Employee was not employed) evidencing the cash compensation received by
Employee during the prior month. Differential payments will be made in
arrears within 30 days of the Company’s receipt of the foregoing.
Employee agrees to use reasonably diligent efforts to obtain new
employment during the Extension Period. Employee further agrees not to
disclose the existence of the differential payments to any subsequent
employer and to refrain from manipulating the elements of Employee’s
compensation by any subsequent employer in a manner designed to maximize
the differential payments payable by the Company. Self-employment or work
as a consultant shall be considered employment and any publishing
advances, signing bonuses, retainers, royalties, relocation advances or
like items (net of any associated amounts intended as reimbursement for
Employee’s out-of-pocket expenses) shall be considered cash compensation
for purposes of the foregoing.





     (d) During the remaining term of Employee’s employment with the Company prior to the
Separation Date, she shall continue to receive her car allowance but she shall not otherwise be
entitled to continue to receive other perquisites afforded the other executive officers of the
Company. Employee hereby waives any entitlement she may have to payment for any accrued PTO as of
her final day of employment. The Company shall pay up to $20,000.00 in out-placement fees and
expenses for the benefit of the Employee.



     (e) January 3, 2006 (the “Event Date”) shall be deemed to constitute the date of Employee’s
“Qualifying Event” for COBRA purposes. During 2006, the Company shall reimburse Employee for any
additional premiums incurred by Employee in obtaining continuing COBRA coverage for Employee and
Employee’s family under such of the Company’s health and welfare plans as are subject to COBRA
requirements as of the Separation Date.


II. Conditions.





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     (a) The Company’s obligations under Section 1 are subject to the following conditions:




	 	(i)	 	Employee must, and hereby does, certify that Employee has
delivered to the Company prior to or concurrently with the execution of this
agreement, all physical and electronic copies of any Company documents and
records in the possession of Employee and that Employee has retained no copies
thereof. This Section 2(a)(i) shall not apply to Employee’s copies of
contracts and agreements between Employee and the Company which relate
specifically to the terms and conditions of Employee’s employment by the
Company. The Company confirms that, as of the date hereof, it is not aware of
any facts or circumstances that would indicate that Employee is not in
compliance with the provisions of this Section 2(a)(i).
	 
	 	(ii)	 	Employee must supply the Company and its affiliates with transition
support during the Transition Period to the extent reasonably requested by the
CEO. Any such services may be provided on a remote or telecommuting basis,
shall not be required on weekends or holidays and shall not require more than
an aggregate of ten hours per week during the Transition Period;
	 
	 	(iii)	 	Employee must not disparage the Company or its affiliates or
their management during the period commencing on the date of this agreement
and ending upon the expiration of the Extension Period; provided,
however, that this clause 2(a)(iii) shall not apply to any testimony
or statement given by Employee in connection with any proceeding or matter of
the type referenced in clause 2(a)(v) below in order that Employee may at all
times give truthful and candid accounts of her recollections without
restriction under this Agreement.
	 
	 	(iv)	 	Employee must execute the Release attached as Exhibit A and
deliver the same to the offices of the Company (8501 N. Scottsdale Road, Suite
300, Scottsdale, AZ 85253, attn: General Counsel) during the 21 day
period following the Separation Date and must not rescind the same during the
Rescission Period referenced in Section 1(c) thereof; and
	 
	 	(v)	 	Employee must (upon reasonable notice and mutually convenient
scheduling) cooperate with the Company and its counsel with regard to any
past, present or future legal, regulatory, investigatory (including any
inquiries or investigations by management of the Company or its Board of
Directors (or a committee thereof)) or other proceeding or matter which
relates to or arises out of matters occurring during Employee’s employment, or
the termination thereof.





     (b) The Company shall not have any continuing payment obligations under Section 1 or Section 3
(other than the payment of the Base Salary and benefits through the date of termination of her
employment) if (i) Employee’s employment with the Company is terminated prior to the Separation
Date for Cause or (ii) Employee resigns from employment with the Company prior to the Separation
Date. Similarly, the Company shall not have any continuing payment obligations under Section 1 in
the event of the death of Employee during the Transition Period.


III. Fringe Benefits.




     (a) Subject to Section 1(e), any and all benefits or other forms of compensation to Employee
(such as the disposition of, the balance of Employee’s account under the Employee Stock Purchase,
Deferred Compensation and 401(k) plans) shall be governed by the rules applicable to such plans and
programs, as the same are in
effect during the Transition Period and on Employee’s final day of employment;
provided, however, that the payments set forth in this Agreement are Employee’s
sole entitlement to severance pay and Employee shall not also be entitled to receive payment under
the Company’s standard severance programs;



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     (b) Employee shall be deemed to have ceased to serve as an active employee for purposes of the
Company’s Health Care Plans, Dental Benefits Plan, long and short-term disability, life insurance,
stock purchase and other health and welfare plans as of the Event Date. Employee shall be deemed
to have ceased to serve as an active employee for purposes of the Company’s 401(k) plan on the
Separation Date.


IV. Non-Competition.




     (a) As an essential inducement to the Company to enter into this Agreement, and as
consideration for the promises of the Company contained herein, Employee agrees that during the
Transition Period and the Extension Period, she 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.
	 
	 	(iii)	 	As used herein, “Competitor” shall mean any entity for which
a substantial portion of its business consists of (i) processing debit, ATM,
ACH or EBT transactions or providing software that allows others to process
such transactions, (ii) providing data-based risk management products and
services, (iii) managing networks of ATMs or (iv) providing business process
outsourcing services (such as IT consulting, call centers or accounts
receivable or payable processing). Without limiting the generality of the
foregoing, “Competitors” shall include Equifax, Experian, TransUnion, First
Data Corporation (including Primary Payment Systems and STAR), M&I/Metavante,
EDS, Certegy, FiServ, VISA, MasterCard, Transaction System Architects and
Total System Services (and any of their respective subsidiaries which engage
in any of the foregoing activities as a substantial portion of their
business).





     (b) Employee agrees that a breach by her of any of the terms of this Section 4 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 4 or prevent a threatened or potential breach of this Section 4 by Employee. In addition,
the Company will be immediately relieved of any further payment obligations under Section 1 if
Employee should breach this Section 4.


V. Indemnification.




     The Company shall continue to indemnify and to advance the expenses of defense to
Employee to the fullest extent permitted or authorized by its certificate of incorporation or
bylaws as in effect on the date of this Agreement, or if greater, to the fullest extent permitted
or authorized by applicable law. The Company shall also
reimburse Employee for any reasonable costs and expenses (including, without limitation, legal
and other professional fees, costs and expenses) she incurs in connection with fulfilling her
commitment under Section 2(a)(v).


VI. Miscellaneous.




     (a) Employee may not assign or delegate any of Employee’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 its successors and assigns. This
Agreement (but not the Release), including the Company’s payment obligations hereunder, will
terminate upon the death of Employee. This Agreement is governed by the substantive laws of the
State of Delaware, without regard to its conflicts of law rules.



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     (b) This Agreement is intended to supercede and replace any other prior severance agreements
or arrangements between the parties, including that certain Executive Transition Assistance
Agreement, dated August 7, 2003, and that certain Change In Control Agreement of even date
therewith (the “Change in Control Agreement”), which agreements and arrangements (including all
amendments thereto) will, as of the execution of this Agreement by Employee and the Company, be
null and void and of no further force and effect. This Agreement shall not, however, supercede or
replace any Confidentiality Agreement between the Company (or any of its subsidiaries) and
Employee, which agreement shall remain in full force and effect.



     (c) 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.



     (d) Whenever possible, each provision of this Agreement will be interpreted in such a
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.



     (e) 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.



     (f) Employee has been informed that the terms of this Agreement will be open for
acceptance and execution by Employee until December 30, 2005 during which time Employee may
consider whether or not to accept this Agreement and consult with an attorney of Employee’s
choosing to advise Employee regarding the same. If Employee does not execute and deliver this
Agreement by such date, the offer contained herein shall be wholly null and void.



     (g) This Agreement shall constitute the formal notification to Employee of the termination,
effective as of the Separation Date, of her further employment by the Company, its subsidiaries and
from any and all offices Employee may hold with any of the foregoing entities.



     IN WITNESS WHEREOF, Employee and the Company have hereunto set their hands as of the date set forth
above.



	 	 	 	 	 
	 	EMPLOYEE

 	 
	 	/s/ Michele J. Langstaff
 	 
	 	Michele J. Langstaff 	 



	 	 	 	 	 
	 	eFUNDS CORPORATION

 	 
	 
	 	/s/ Paul F. Walsh
 	 
	 	Paul F. Walsh 	 
	 	Chairman and Chief Executive Officer 	 



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Exhibit A




RELEASE





     WHEREAS, Michele J. Langstaff (“Employee”) was an employee of eFunds Corporation, a Delaware
corporation (the “Company”);



     WHEREAS, Employee’s employment with the Company was terminated effective as of February 20,
2006 (the “Separation Date”);



     WHEREAS, Employee and the Company have previously entered into that certain Separation
Agreement, dated as of December ___, 2005 (the “Separation Agreement”), pursuant to which the
Company has agreed to make certain payments to Employee following the termination of her
employment; and



     WHEREAS, it is a condition to the Company’s obligation to make the payments provided for in
the Separation Agreement that Employee execute, deliver and not rescind this Release.



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



     1. Release.



          (a) As consideration for the promises of the Company contained in the Separation
Agreement, Employee, for herself and her 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 Employee (collectively, “Claims”) which she
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 Employee’s employment with the Controlled Group and the cessation of that
employment; provided, however, that this Release shall not operate to relieve the
members of the Controlled Group of any obligation to indemnify Employee against any Claims brought
against Employee by any third party by reason of Employee’s status as an officer or employee of the
Controlled Group; and, provided, further, that if the Company should hereinafter
assert any cause of action against Employee in any court or before any arbitrator, this Release
shall be rescinded and thereafter be wholly null and void. So long as this Release remains
effective as against Employee, Employee agrees that she will not, and will cause her affiliates not
to, institute any legal proceedings against the Released Parties in respect of any Claim nor will
she authorize any other party, whether governmental or otherwise, to seek individual remedies on
her behalf with respect to any Claim. The Company agrees that, by signing this Release Employee is
not waiving any Claim (a “Retained Claim”) arising after the Separation Date or under the
Separation Agreement.




          (b) Employee’s release of Claims is intended to extend to and include Claims of any kind
arising under 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 Equal Pay Act, Ariz. Rev.
Stat. §§ 23-340-341 and any other federal, state or local constitution statute, regulation Employee
Order or ordinance prohibiting employment discrimination or otherwise relating to employment, as
well as any claim for breach of contract (other than a Retained Claim), 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) Employee has been informed of Employee’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 Employee’s intent to revoke this Agreement within seven (7) calendar days following the
execution of this Release by Employee. Employee 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 Center II

8501 N. Scottsdale Road

Suite 300

Scottsdale, AZ 85253

Attention: General Counsel



The Company and Employee agree that if Employee exercises Employee’s right of
rescission under this Section (c), the Company’s obligations under subsections 1(b), (c),
(d) and (e) of the Separation Agreement shall be null and void.




     2. Miscellaneous.



          (a) Employee may not assign or delegate any of Employee’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. 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.




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



	 	 	 	 	 	 	 
	 	 	eFUNDS CORPORATION	 	 
	 
	 	 	 	 	 	 
	Dated:

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Michele J. Langstaff	 	 





STATE OF                                         )



County of                                           )



Subscribed and sworn before me



this                      day of                     ,                     .




	 	 	 	 	 
	                                                                                

	 	seal	 	 
	Notary Public, State of                                          

	 	 	 	 
	My Commission expires:                                       
	 	 	 	 






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