Exhibit 10.18


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


IT IS HEREBY AGREED by and between David Stokes (“STOKES”) and
Transaction Systems Architects, Inc., and its subsidiaries (collectively,
“TSA”), in consideration for the mutual promises contained herein, as follows:


 


1.     STOKES’ employment with TSA
will terminate effective April 15, 2003, and he will receive base salary and
Management Incentive Compensation earned through that date and accrued
benefits.


 


2.     In full and complete payment
and satisfaction of all the obligations and liabilities of TSA to STOKES
pursuant to or in connection with the employment relationship, TSA will pay a
severance amount to STOKES (less appropriate payroll deductions for all
applicable taxes and 401(k) withholding) in accordance with its normal pay
practices, upon the expiration of the seven-day revocation period described in
paragraph 15, the sum of One Hundred and Five Thousand Dollars
($105,000.00).  STOKES acknowledges that
this amount constitutes severance pay offered to him by TSA freely and without
obligation in consideration for this Separation Agreement and General Release
(the “Agreement”).


 


3.     STOKES will remain covered by
TSA’s group medical and dental insurance through April 30th, 2003, provided he
pays his proportionate share of the applicable premium, and thereafter to the
extent provided by federal law commonly referred to as COBRA.  TSA will pay the difference between the
current insurance monthly premium and the COBRA insurance monthly premium for a
period of six months ending October 31, 2003. 
TSA will also provide up to $10,000.00 in expenses related to
outplacement services.  These fees will
be paid directly to the provider for services provided in 2003.  STOKES will work through providers
designated by TSA.


 


4.     STOKES
will be entitled to his vested benefits in the 401(k) Plan, in accordance with
and to the extent provided by the terms of said Plan.


 


5.     Except
as provided herein, this Agreement shall expressly and unconditionally
supersede and render void any and all claims, rights, title or interest in or
with respect to any employee compensation or benefit to which STOKES may have
been entitled by virtue of his employment with TSA, excluding claims relating
to social security, workers’ compensation, or unemployment insurance benefits.


 


6.     STOKES
hereby releases and discharges and will not sue TSA, its parents, subsidiaries,
affiliates and their respective, directors, officers,


 

















 


employees, agents or successors of and
from any demand or claim, of whatever kind or nature, whether known or unknown,
arising out of his employment with TSA, including, but not limited to, claims
of breach of express or implied contract, wrongful discharge, retaliation,
infliction of emotional distress, or claims of discrimination under the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment Act of
1967, as amended, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act of 1938, as amended, or any other local, state or federal law or
regulation as of the date this Agreement is signed.


 


7.     STOKES
understands that by offering this Agreement, TSA does not admit that it has
done anything wrong, but wishes to memorialize its offer and agreement to
provide severance benefits to him.


 


8.     STOKES
agrees to promptly return to TSA all property belonging to TSA, including, but
not limited to, credit cards, keys, security cards and any other documents and
confidential information belonging to TSA.


 


9.     STOKES
agrees that he will not engage in any conduct that is detrimental to or
derogatory about TSA or any of its directors, officers or employees.


 


10.   STOKES
understands and agrees that he may not use or disclose any proprietary
information of TSA including, but not limited to product and service information,
financial and pricing information, data processing and communication
information, marketing and business plans and other know-how and trade secrets
regarding the business of TSA, all of which are valuable to TSA and constitutes
confidential information.


 


11.   STOKES agrees not to disclose
the existence or contents of this Agreement, unless required by law.  This restriction will not apply to
disclosure by STOKES to members of STOKES’ immediate family or to STOKES’
legal, tax or financial advisors; provided that STOKES advises them of this
provision and STOKES agrees to use STOKES’ best efforts to protect against any
further disclosure by these persons.


 


12.   STOKES
agrees further that if he breaches the provisions of paragraphs 8, 9, 10 or 11,
TSA may bring an action in a court of competent jurisdiction and recover as
liquidated damages the payment made to him pursuant to paragraph 2 of this
Agreement and its attorneys’ fees.


 


13.   TSA will not engage in any
conduct that is detrimental to or derogatory about STOKES and provides only
neutral reference responses to inquiries for employment, which include a
verification of past employment, dates and location of employment and positions
held.


 


2

















 


14.   STOKES agrees to cooperate with
the company in investigating, preparing or testifying on any threatened or
pending claim, action or proceeding, whether investigative, administrative,
civil or criminal, involving or affecting TSA. 
STOKES will receive no additional compensation for his time, but will be
reimbursed for his reasonable expenses in connection with these activities in
accordance with TSA’s expense reimbursement policies and procedures.


 


15.   STOKES acknowledges that this
Agreement has been offered to him on April 4, 2003, and acknowledges further
that he has been advised by this Agreement: 
(a) that he should consult with an attorney prior to executing this
Agreement; (b) that he has up to twenty-one (21) days in which to consider and
accept this Agreement; (c) that he will have up to seven (7) days following
execution of this Agreement in which to revoke this Agreement by delivering
written notice of such revocation to Amanda Jurek, Director of Human Resources;
and (d) that by entering into this Agreement, he acknowledges and understands
all of the provisions of and is voluntarily entering into this Agreement.


 


*     *    
*     *     *


 


Dated this 4th day of April, 2003.


 


 


	
   

  	
   

  	
   

  	
  /s/ DAVID STOKES

  
	
   

  	
   

  	
   

  	
  David Stokes

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ AMANDA JUREK

  
	
   

  	
   

  	
   

  	
  Amanda Jurek

  
	
   

  	
   

  	
   

  	
  Director, Human Resources

  
	
   

  	
   

  	
   

  	
  Transaction Systems Architects

  



 


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