Exhibit 10.24


 


 


ADVISOR AGREEMENT


 


1.             PARTIES.  This Advisor Agreement (“Agreement”) covers all understandings between J. SCOTT CRAIGHEAD
(hereinafter “Executive”) and Goldleaf Financial Solutions, Inc.
(f/k/a Private Business, Inc.) (hereinafter “Corporation”) relating
to Executive’s resignation as the Chief Financial Officer of the Corporation (“CFO”) and transition to status as an employed Advisor to the
Corporation. Except for continuing obligations under the Employment Agreement
(as defined below), and individual Stock Option Agreements, no other expressed,
implied, written or oral agreement between Executive and Corporation relating
to Executive’s transition from President to Advisor will have any effect,
unless it is in writing and is signed and dated by both parties after the date
of this Agreement.


 


2.             TRANSITION DATE.  Executive’s resignation from
the position of CFO of the Corporation is effective at 5:00 p.m. on August 31,
2007 (the “Transition Date”).  After
that date, except for any earned but unpaid compensation for his services as an
employee prior to the Transition Date (including, but not limited to, salary),
the only payments, benefits or other things of value that Executive will be
entitled to receive directly from the Corporation with the respect to his
employment by the Corporation are those set forth in this Agreement.


 


3.             EFFECT ON
EMPLOYMENT AGREEMENT.  Executive
and Corporation acknowledge and agree that both parties are subject to that
certain Employment Agreement dated September 15, 2006 (“Employment Agreement”) together with that certain Addendum
to the Employment Agreement dated as of the same date (“Employment Addendum”).  This
Agreement shall not modify or change the terms of the Employment Addendum.
However, Executive and Corporation acknowledge and agree that the Employment
Agreement shall terminate effective on the Transition Date, except the
provisions of the Employment Agreement expressly intended to survive the
termination shall survive and shall be enforceable as written. In addition to
the foregoing, Article II of the Employment Agreement shall survive during
the entire term of this Agreement and throughout the two (2) year period
after this Agreement expires or is terminated.


 


4.             CONTINUING SERVICES
AS ADVISOR.  Executive
agrees to serve as an Advisor to the Corporation, devoting such time, skills
and attention as may be reasonably requested by the Corporation’s Chief
Executive Officer, President and Chief Operating Officer, or at the direction
of the Corporation’s Board of Directors, from the Transition Date until February 28,
2008 (the “Advisory Services Period”).


 


5.             CONTINUING
COMPENSATION.  In
exchange for Executive’s continued services to the Corporation as an Advisor
pursuant to Section 4 above, the Corporation agrees to pay Executive from
the Transition Date until February 28, 2008 at the semi-monthly rate of
TEN-THOUSAND DOLLARS ($10,000), less statutory withholdings and deductions
payable in accordance with the then current payroll policies of the
Corporation.


 


6.             MUTUAL WAIVER AND
RELEASE.  For
and in consideration of the promises contained in this Agreement, each party
hereby voluntarily, willingly, knowingly, irrevocable and unconditionally
waives, releases, and forever discharges the other party from all rights,
claims, and liability, whether or not they are presently known to exist, that
each party has, had, or may have against the other party arising out of or
relating in any manner to Executive’s employment with the Corporation through
the Transition Date, but subject to the exceptions set


 


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forth
in Section 7. The rights and claims that Executive waives, releases, and
discharges include, to every extent allowed by law, but are not limited to,
those arising under the Age Discrimination in Employment Act of 1967, the Older
Workers’ Benefit Protection Act, the Civil Rights Acts of 1866, 1871, 1964 and
1991, the Immigration Reform and Control Act of 1986, the Occupational Safety
and Health Act, the Americans with Disabilities Act, the Equal Pay Act of 1964,
the Executive Retirement Income Security Act, the Family Medical Leave Act of
1993, the Comprehensive Omnibus Budget Reconciliation Act and under all other
federal, state and local laws, regulations and ordinances, statutory and common
law contract, tort, and/or
wrongful discharge claims
arising out of or relating in any manner to Executive’s employment with the
Corporation through the Transition Date but subject to the exceptions set forth
in Section 7. Similarly, subject to the exceptions set forth in Section 7,
Corporation waives, releases, and discharges all rights and claims Corporation
has, had, or may have under any federal, state and local laws, regulations and
ordinances, including, but not limited to statutory and common law contract or
tort claims arising out of or relating in any manner to Executive’s employment
with the Corporation through the Transition Date.


 


7.             EXCEPTIONS TO MUTUAL WAIVER AND RELEASE.
The foregoing language in
Section 6 notwithstanding, the Corporation and Executive acknowledge that
this section does not apply to any rights, claims or liability either party
has, had, or may have against the other party arising out of or relating to: (a) a
material breach of this Agreement; (b) any disputes over the
administration of benefits or any claims for benefits under the
Corporation’s employee benefits plans or various insurance programs for so long
as Executive retains coverage under such plans or programs; or (c) any
claims under the Employment Agreement for provisions intended to survive the
termination of the Employment.


 


8.             CONSTRUCTION. The parties agree that for the purpose of
this Agreement all references to Goldleaf Financial Solutions, Inc.,
Private Business, Inc., or the Corporation should be understood to mean
not only Goldleaf Financial Solutions, Inc., itself, but also all current
subsidiary companies and affiliated companies of Goldleaf Financial Solutions, Inc.
as well as all current, past and future officials, employees, agents,
representatives, officers, directors, attorneys, accountants, shareholders,
successors and assigns of Goldleaf Financial Solutions, Inc. its
subsidiary companies and affiliated companies, and all persons acting by,
through, under or in concert with any of them. For purposes of this Agreement, “affiliate”
shall mean any person or entity directly or indirectly controlling, controlled
by or under common control with another person or entity from time to time.


 


9.             NO ADMISSION. Each party acknowledges that this document does
not constitute an admission by the other party of any unlawful act or of any
violation of any statute, regulation, contract or other provision of statutory,
regulatory or common law.


 


10.           CONFIDENTIALITY. Corporation and Executive agree to keep all
matters concerning this Agreement absolutely confidential and agree not to
disclose, verbally or otherwise, either the existence or terms of this
Agreement to anyone, including but not limited to past, present or future
employees of the Corporation, except that Executive may disclose the existence
of and the terms and conditions of this Agreement to his spouse, if any, and/or
his attorney, and/or his accountant, and/or his tax advisor (to the extent
necessary to prepare his tax returns), provided that Executive makes each such
person aware of the confidentiality provisions of this paragraph and that each
such person to whom such information is disclosed has previously agreed to keep
the existence, terms and conditions of this Agreement confidential,


 


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and the Corporation may disclose this Agreement, or provisions thereof,
pursuant to applicable security laws.


 


11.           INTERPRETATION; ENFORCEABILITY.
The parties agree that if any clause or provision herein is deemed by a court
of competent jurisdiction to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining parts, terms or
provisions shall not be affected thereby, and the remainder of this Agreement
shall remain in full force and effect to the fullest extent possible.


 


12.           CONTEMPLATION PERIOD.  Executive acknowledges that
on August 14, 2007, the Corporation gave Executive an unsigned copy of
this Agreement and informed Executive that he had 21 days from the date of
receipt to consider it before signing.


 


13.           RIGHT OF REVOCATION.  Executive acknowledges that
the Corporation has informed Executive that for a period of seven (7) days
after the date upon which Executive signs this Agreement, Executive may revoke
it in writing. Executive further acknowledges the understanding that if
Executive revokes this Agreement, Executive will lose all benefits of this
Agreement.


 


14.           BINDING EFFECT;
SUCCESSORS AND ASSIGNS.  Executive,
by signature below, acknowledges that he has carefully read and considered the
contents of this Agreement, and that he fully understands all of its provisions
and that he is voluntarily, willingly and knowingly entering into this
Agreement. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their heirs, estates, successors, and assigns, their
affiliates, employees, directors, officers, shareholders and agents.


 


15.           COOPERATION; MUTUAL
RESPECT; NO DISPARAGEMENT.  The
parties agree that certain matters, which Executive was involved in during his
period of service to the Corporation, may necessitate Executive’s cooperation
in the future. Executive agrees to cooperate with all reasonable requests of
the Corporation. Each party agrees to mutually respect the other and to refrain
from making any disparaging comments about the other or disparaging the
business of the other from the date of this Agreement and thereafter. Neither
party hereto will disparage the other, directly or indirectly, in any oral,
written or other form of communication. By way of example and without
limitation, Executive may not disparage the Corporation (including its
directors, officers and employees) to any third party, including the press,
media services, analysts, investors, vendors, customers and/or any potential vendors,
customers or investors.


 


16.           TERMINATION FOR
BREACH AND DAMAGES.  In
the event Executive breaches any provision of this Agreement, and such breach
continues after receiving written notice from the Corporation to cure such
breach, Corporation may terminate this Agreement immediately. In that event,
all obligations of the Corporation hereunder shall cease upon termination of
this Agreement, such termination to be communicated to Executive in writing
stating the cause for termination. Executive acknowledges and agrees that
certain breaches of this Agreement may not be subject to cure, as determined in
the sole discretion of the Corporation. In addition to and without limiting any
other remedies available to the Corporation (including consequential damages, injunctive
and equitable relief), Executive shall pay to Corporation all of the amounts
the Corporation previously paid to Executive and on behalf of Executive in
connection with this Agreement.


 


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17.           NOTICE. Notice required or authorized to be given (“Notice”) will be in writing and will be deemed given when
received via certified, registered, or traceable mail, which may be delivered
through a public or private delivery service at the addresses set forth below.
Hand delivery of written documents will be considered received, as long as
written confirmation of the notice is provided for both parties to sign.


 


18.           GENERAL. This Agreement may not be modified except by
a written instrument signed by authorized representatives of both Executive and
the Corporation. This Agreement constitutes the entire agreement and contains
all of the representations of the parties with respect to the matters contained
in this Agreement. No term or provision of this Agreement will be deemed waived
and no breach excused, unless the waiver is in writing and signed by the party
granting such waiver. Any consent by either party to, or waiver of, a breach by
the other party, will not constitute consent to or waiver of any other different
or subsequent breach. The laws of the state of Tennessee shall govern the
interpretation and enforcement of this Agreement.


 


THE EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD SUFFICIENT TIME TO REVIEW
THIS DOCUMENT WITH HIS ATTORNEY, AT HIS OWN EXPENSE, AND AGREES TO THE TERMS
SET HEREIN.


 


	
  

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Scott Craighead

  
	
   

  	
  SCOTT
  CRAIGHEAD (EXECUTIVE)

  
	
   

  	
   

  
	
   

  	
  DATE:

  	
  8/15/07

  
	
   

  	
   

  
	
   

  
	
  SCOTT
  CRAIGHEAD PERSONALLY APPEARED BEFORE ME THIS 15 DAY OF August, 2007.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Sandra Cole

  
	
   

  	
   

  	
  NOTARY
  PUBLIC

  
	
   

  	
   

  	
  MY
  COMMISSION EXPIRES: 

  	
  3/22/2008

  
	
   

  	
   

  	
   

  
	
  GOLDLEAF
  FINANCIAL SOLUTIONS, INC. (CORPORATION)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Henry Baroco

  	
   

  	
   

  
	
  TITLE:

  	
  President COO

  	
   

  	
   

  
	
  DATE:

  	
  8-15-07

  	
   

  	
   

  
						



 


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