EX-10.2





Exhibit 10.2


CHANGE IN CONTROL SEVERANCE PAY AGREEMENT




     THIS SEVERANCE PAY AGREEMENT is made as of April 18, 2008, by and between Goldleaf Financial
Solutions, Inc., a Tennessee corporation (hereinafter the “Company”), and W. Todd Shiver, a
resident of the State of Georgia (the “Employee”).



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



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



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



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



     1. Severance Pay.



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



          B. A “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be made
and consummated for the ownership of more than 50% of the outstanding voting securities of the
Company, (ii) the Company shall be merged or consolidated with another corporation and as a result
of such merger or consolidation less than 50% of the outstanding voting securities of the surviving
or resulting corporation shall be owned in the aggregate by the former shareholders of the Company,
as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company
shall sell all or substantially all of its assets to another corporation that is not a wholly-owned
subsidiary, or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13 (d)(3) (as in
effect on the date hereof) of the Securities and Exchange Act of 1934 (“Exchange Act”), shall
acquire more than 50% of the outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall
take into account and shall include ownership as determined by applying the provisions of Rule
13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act. For purposes
hereof, a “Change in Control” shall not include any transaction of the type described above with or
undertaken by Counsel Corporation or its affiliates, within the meaning of Exchange Act Rule 12b-2
(as in effect on the date hereof).



 









 





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



     3. Confidential Information.



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



          B. Confidential Information does not include information that can be shown by competent proof
(a) was generally known to the relevant public at the time of disclosure, or became generally known
after disclosure to me without breach of this Agreement; (b) was lawfully received by Employee from
a third party who was not under such restrictions; (c) was known to Employee without such
restrictions prior to its receipt from Goldleaf; (d) was independently developed by Employee
outside the scope of his employment or independent third parties; or (e) is required to be
disclosed pursuant to judicial order or other compulsion of law, but only as required by such order
and provided that Employee provides to Goldleaf prompt notice of any efforts to obtain such order
and comply with any protective order imposed on such disclosure.



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



 









 





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



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



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



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



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



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



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



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



 









 







a
provision as similar in terms to such illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable.



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



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



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



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



	 	 	 	 	 
	 	“COMPANY”



GOLDLEAF FINANCIAL SOLUTIONS, INC.

 	 
	 	By:  	/s/ G. Lynn Boggs
 	 
	 	 	Title:      Chief Executive Officer 	 
	 	 	 	 
	 
	 	“EMPLOYEE”

 	 
	 	/s/ Todd Shiver
 	 
	 	W. Todd Shiver