**Exhibit 10.19****EMPLOYMENT AGREEMENT**          This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of this 1st day ofDecember 2006 (the “Effective Date”), by and between S1 Corporation, a Delaware corporation (the“Company”), and Neil Underwood, individual (the “Employee”).          WHEREAS, the Company and the Employee desire to enter into this Employment Agreement to setout the terms and conditions for the employment relationship of the Employee with the Company fromand after the Effective Date; and          WHEREAS, the board of directors of the Company (the “Board”) has approved and authorized theCompany’s execution, delivery and performance of this Agreement.          NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein andother good and valuable consideration, the receipt and sufficiency of which hereby areacknowledged, the parties hereto agree as follows:          1. Employment Agreement. On the terms and conditions set forth in this Agreement, theCompany agrees to employ the Employee and the Employee agrees to be employed by the Company for theEmployment Period set forth in Section 2 hereof and in the position and with the duties set forthin Section 3 hereof. Terms used herein with initial capitalization not otherwise defined aredefined in Section 20 below.          2. Term. The initial term of employment under this Agreement shall be for athree-year period commencing on the Effective Date (the “Initial Term”). The term of employmentshall be automatically renewed for an additional consecutive 12-month period (the “Extended Term”)as of the first and every subsequent anniversary of the Effective Date, unless and until eitherparty provides written notice to the other party in accordance with Section 10 hereof not less than90 days before such anniversary date that such party is terminating the term of employment underthis Agreement (“Non-Renewal”), which termination shall be effective as of the end of such InitialTerm or Extended Term, as the case may be, or until such term of employment is otherwise soonerterminated as hereinafter set forth. Such Initial Term and all such Extended Terms arecollectively referred to herein as the “Employment Period.” A notice of Non-Renewal given byeither party to this Agreement shall not be deemed a termination of the Employee’s employment forpurposes of Section 9 of this Agreement unless otherwise expressly provided in such notice ofNon-Renewal. The Company’s obligations under Section 9 hereof shall survive the expiration ortermination of the Employment Period.          3. Position and Duties. The Employee shall initially serve as the GeneralManager/Vice President of the Company. The Employee acknowledges that the Company may, at its solediscretion, change the Employee’s title, job duties and responsibilities and reporting as theCompany sees fit in its sole discretion. In any role in which the Employee is employed with theCompany, the Employee shall render executive, policy and other management services to the Companyof the type customarily performed by persons serving in such capacity. The Employee shall initiallyreport to the President of the Enterprise Business Unit of the Company unless otherwise determinedby the Company. The Employee shall also perform such other duties with the Company and with anySubsidiary as the CEO of the Company or the Board may from time to time reasonably determine andassign to the Employee. The Employee shall devote the Employee’s reasonable best efforts andsubstantially full business time to the performance of the Employee’s duties and the advancement ofthe business and affairs of the Company. The Employee agrees that during the Employment Period heor she will not be entitled to additional compensation for serving as a member of the board ofdirectors of the Company or any Subsidiary if he or she is elected to serve thereon.          4. Place of Performance. In connection with the Employee’s employment by the Company,the Employee shall be based at the offices of the Company in Atlanta, Georgia, except as otherwiseagreed by the Employee and the Company and except for reasonable travel on Company business.
 

 
          5. Compensation and Benefits; Stock Options.               (a) Base Salary. During the Employment Period, the Company shall pay to the Employeean annual base salary (the “Base Salary”) at the rate of $200,000.00 per year. The Base Salarywill be reviewed annually and may be increased at the discretion of the Company. The Base Salaryshall be payable semi-monthly or in such other installments as shall be consistent with theCompany’s payroll procedures.               (b) Annual Bonus. The Employee will be eligible to receive an annual bonus, payableno later than the end of the first fiscal quarter of each calendar year during the EmploymentPeriod (pro-rated for any period that is less than 12 months) of up to $200,000.00 for suchcalendar year, based on the attainment of specific Company and individual performance targets asmay be assigned by the Company annually.               (c) Benefits. During the Employment Period, the Employee will be entitled toparticipate in any fringe benefit welfare benefit plan of the Company (on the same terms asprovided to other employees of the Company), including any plan providing for employee stockpurchases, pension or retirement income, retirement savings, employee stock ownership, deferredcompensation or medical, prescription, dental, disability, employee life, group life, accidentaldeath or travel accident insurance benefits that the Company may adopt for the benefit ofemployees, in accordance with the terms of such plan. Nothing in this Agreement shall restrict theright of the Company to change insurance carriers and to adopt, amend, terminate or modify employeebenefit plans and arrangements at any time and without the consent of the Employee.               (d) Stock Options. The Company may grant options to purchase the stock of the Companyto the Employee in accordance with the terms of the Company’s stock option plans.               (e) Vacation; Holidays. The Employee shall be entitled to all public holidaysobserved by the Company and to annual vacation for such number of days as may be determined by theCompany, and otherwise in accordance with the applicable vacation policies for senior executives ofthe Company, which shall be taken at a reasonable time or times.               (f) Withholding Taxes and Other Deductions. To the extent required by law, theCompany shall withhold from any payments due Employee under this Agreement any applicable federal,state or local taxes and such other deductions as are prescribed by law or Company policy or areotherwise authorized by the Employee.          6. Expenses. The Employee is expected and is authorized to incur reasonable expensesin the performance of his duties hereunder. The Company shall reimburse the Employee for all suchexpenses in accordance with the Company’s expense reimbursement policy, upon periodic presentationby the Employee of an itemized account, including reasonable substantiation, of such expenses.          7. Confidentiality, Non-Disclosure and Non-Competition Agreement.          Concurrently with the execution of this Agreement, the parties are entering into an EmployeeCovenants Agreement (the “Related Agreement”).          8. Termination of Employment.               (a) Permitted Terminations. The Employee’s employment hereunder may be terminatedduring the Employment Period under the following circumstances: i. Death. The Employee’s employment hereundershall terminate upon the Employee’s death;  ii. By the Company. The Company may terminate theEmployee’s employment: a. If the Employee shall have beensubstantially unable to perform the Employee’s material dutieshereunder by reason of illness, physical or mental disability orother similar incapacity, which inability shall continue for threeconsecutive
 

 
   months (provided, that until such termination, theEmployee shall continue to receive his compensation and benefitshereunder, reduced by any benefits payable to him or her under anydisability insurance policy or plan applicable to him or her); or  b. For Cause; iii. By the Employee. The Employee may terminatehis employment for any reason or for no reason.               (b) Termination. Any termination of the Employee’s employment by the Company or theEmployee (other than because of the Employee’s death) shall be communicated by written Notice ofTermination to the other party hereto in accordance with Section 10 hereof. For purposes of thisAgreement, a “Notice of Termination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon, if any, and shall set forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination of the Employee’semployment under the provision so indicated. Termination of the Employee’s employment shall takeeffect on the Date of Termination.          9. Compensation Upon Termination or Change in Control.               (a) Death. If the Employee’s employment is terminated during the Employment Period asa result of the Employee’s death, the Company shall pay to the Employee’s estate, or as may bedirected by the legal representatives of such estate, the Employee’s Base Salary due through theDate of Termination, a pro rata portion of the annual bonus that would have been payable for thecalendar year of termination if the Employee’s employment had not terminated (calculated based uponactual results through the Date of Termination and based upon budget for the remainder of theperiod and pro rated for the portion of the year during which the Employee was employed) and allother unpaid amounts, if any, to which the Employee is entitled as of the Date of Termination, atthe time such payments are due, and the Company shall have no further obligation to the Employeeunder this Agreement.               (b) Disability. If the Company terminates the Employee’s employment during theEmployment Period because of the Employee’s disability pursuant to Section 8(a)(ii)(A) hereof, theCompany shall pay the Employee the Employee’s Base Salary due through the Date of Termination, apro rata portion of the annual bonus that would have been payable for the calendar year oftermination if the Employee’s employment had not terminated (calculated based upon actual resultsthrough the Date of Termination and based upon budget for the remainder of the period and pro ratedfor the portion of the year during which the Employee was employed) and all other unpaid amounts,if any, to which the Employee is entitled as of the Date of Termination, at the time such paymentsare due, and the Company shall have no further obligations to the Employee under this Agreement;provided, that payments so made to the Employee with respect to any period that theEmployee is substantially unable to perform the Employee’s material duties hereunder by reason ofillness, physical or mental illness or other similar incapacity shall be reduced by the sum of theamounts, if any, payable to the Employee by reason of such disability, at or prior to the time ofany such payment, under any disability insurance policy or benefit plan and which amounts have notpreviously been applied to reduce any such payment.               (c) Termination by the Company for Cause or by the Employee without Good Reason. If,during the Employment Period, the Company terminates the Employee’s employment for Cause pursuantto Section 8(a)(ii)(B) hereof or the Employee terminates his employment without Good Reason, theCompany shall pay the Employee the Employee’s Base Salary due through the Date of Termination, andall other unpaid amounts, if any, to which the Employee is entitled as of the Date of Termination,at the time such payments are due, and the Company shall have no further obligations to theEmployee under this Agreement. In the event that the Company intends to terminate the Employee forCause, the Employee shall have a reasonable opportunity, together with his counsel, to be heardbefore the Board of Directors of the Company before such termination.               (d) Termination by the Company without Cause or by the Employee with Good Reason.Subject to Section 9(e) below, if the Company terminates the Employee’s employment during theEmployment Period other than for Cause, disability or death pursuant to Section 8(a)(i) or(ii) hereof or the Employee terminates employment hereunder with Good Reason, the Company shall (i)pay the Employee the
 

 
Employee’s Base Salary due through the Date of Termination, a pro rata portionof the annual bonus that would have been payable for the calendar year of termination if theEmployee’s employment had not terminated (calculated based upon actual results through the Date ofTermination and based upon budget for the remainder of the period and pro rated for the portion ofthe year during which the Employee was employed) and all other unpaid amounts, if any, to which theEmployee is entitled as of the Date of Termination, at the time such payments are due, (ii) pay,during the 12-month period commencing on the Date of Termination (the “Severance Period”), to theEmployee an aggregate amount equal to Employee’s Base Salary, payable in equal installments on theCompany’s regular salary payment dates, (iii) shall continue in effect during the Severance Periodthe employee benefits provided to the Employee under Section 5(c) hereof immediately before theDate of Termination (except to that, to the extent such benefits are provided pursuant to aqualified plan under Section 401(a) of the Code, the Company shall provide a substantiallyequivalent nonqualified benefit) and (iv) if such termination occurs within two years after aChange in Control (or before a Change in Control has occurred, but after the Company has commencednegotiations of a transaction that results in a Change in Control), shall cause all of theoutstanding options then held by the Employee to purchase stock of the Company to be fully vestedand exercisable; provided, notwithstanding anything herein to the contrary, the provision foracceleration of options described in this paragraph will not apply to any options, restrictedstock, SAR or other awards approved by the S1 Board of Directors and/or granted to Employee on orabout November 1, 2006; provided further, that no notice of Non-Renewal shall be deemed to be atermination of the Employee’s employment for such purposes unless otherwise expressly provided insuch notice of Non-Renewal. As a condition precedent to the receipt of the foregoing payments andbenefits, if requested by the Company, the Employee shall enter into an agreement with the Companyconfirming the Company’s right to continued performance by the Employee of the Employee’sobligations under the Related Agreement during the period following termination of the Employee’semployment.               (e) Limitation on Parachute Payments. Notwithstanding any other provision of thisAgreement or of any other agreement, contract, or understanding heretofore or hereafter enteredinto by the Employee with the Company or any subsidiary or affiliate, except an agreement,contract, or understanding hereafter entered into that expressly modifies or excludes applicationof this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or otherarrangement for the direct or indirect provision of compensation to the Employee (including groupsor classes of participants or beneficiaries of which the Employee is a member), whether or not suchcompensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a“Benefit Arrangement”), if the Employee is a “disqualified individual,” as defined in Section280G(c) of the Code, no payment or benefit shall be made or provided to the Employee or becomevested, exercisable or payable, as applicable, (i) to the extent that such payment, right toexercise, vesting, or other benefit, taking into account all other payments, rights, or benefits toor for the Employee, or becoming vested, exercisable or payable, as the case may be, under thisAgreement, all Other Agreements and all Benefit Arrangements, would cause any such payment, rightto exercise, vesting or other benefit to which the Employee is or would be entitled under thisAgreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of theCode as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving aParachute Payment, the aggregate after-tax amounts received by the Employee under this Agreement,all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amountthat could be received by the Employee without causing any such payment, right to exercise, vestingor other benefit to be considered a Parachute Payment. In the event that the receipt of any suchpayment, right to exercise, vesting, or other benefit under this Agreement, in conjunction with allother rights, payments, or benefits to or for the Employee under any Other Agreement or any BenefitArrangement would cause the Employee to be considered to have received a Parachute Payment underthis Agreement that would have the effect of decreasing the after-tax amount received by theEmployee as described in clause (ii) of the preceding sentence, then the Employee shall have theright, in the Employee’s sole discretion, to designate those rights, payments or benefits (or thevesting or exercisability thereof) under this Agreement, any Other Agreements and any BenefitArrangements that should be reduced or eliminated so as to avoid having the right, payment orbenefit to the Employee (or the vesting or exercisability thereof) under this Agreement be deemedto be a Parachute Payment. All determinations required to be made under this Section 9(e),including whether and when a reduction in rights, payments or benefits (or the vesting orexercisability thereof) is required and the amount of such reduction and the assumptions to beutilized in arriving at such determination, shall be made by PricewaterhouseCoopers LLP or suchother certified public accounting firm reasonably acceptable to the Company as may be designated bythe Employee in writing (the “Accounting Firm”) which shall provide detailedsupporting calculations both to the Company and the Employee within 15 business days of thereceipt of notice from the Employee or the Company. In the event that the Accounting Firm isserving as accountant or auditor for the Company or any individual, entity or group effecting achange in the ownership or effective control of the Company (within the meaning of Section 280G ofthe Code), the Employee shall appoint another nationally recognized
 

 
accounting firm that isreasonably acceptable to the Company to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expensesof the Accounting Firm shall be borne solely by the Company. Any determination by the AccountingFirm shall be binding upon the Company and the Employee.               (f) Liquidated Damages. The parties acknowledge and agree that damages which willresult to the Employee for termination by the Company without Cause or other breach of thisAgreement by the Company shall be extremely difficult or impossible to establish or prove, andagree that the amounts payable to the Employee under Section 9(d) hereof (the “Severance Payments”)shall constitute liquidated damages for any breach of this Agreement by the Company through theDate of Termination. The Employee agrees that, except for such other payments and benefits towhich the Employee may be entitled as expressly provided by the terms of this Agreement or anyapplicable benefit plan, such liquidated damages shall be in lieu of all other claims that theEmployee may make by reason of termination of his employment or any such breach of this Agreementand that, as a condition to receiving the Severance Payments, the Employee will execute a releaseof claims in a form reasonably satisfactory to the Company.          10. Notices. All notices, demands, requests, or other communications which may be orare required to be given, served, or sent by any party to any other party pursuant to thisAgreement shall be in writing and shall be hand delivered, sent by overnight courier or mailed byfirst-class, registered or certified mail, return receipt requested, postage prepaid, ortransmitted by telegram, telecopy or telex, addressed as follows: (i) If to the Company:    S1 Corporation