Exhibit
10.19


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


 


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


 


1.     HANSON’S employment with TSA
will terminate effective September 15, 2003, and HANSON will receive base
salary earned through that date and accrued benefits.


 


2.     TSA will pay a severance
amount to HANSON (less appropriate payroll deductions) in accordance with its
normal pay practices, upon the expiration of the seven-day revocation period
described in paragraph 14, the sum of One Hundred Fifty Six Thousand Dollars
($156,000.00).  HANSON 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”), including a release of all claims for age discrimination
pursuant to the Age Discrimination in Employment Act and any local age
discrimination laws.


 


3.     HANSON
will remain covered by TSA’s group medical and dental insurance through
September 30th, 2003, 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 March 31,
2004.  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. 
HANSON will work through providers designated by TSA.


 


4.     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 HANSON may have
been entitled by virtue of his employment with TSA, excluding claims relating
to social security, workers’ compensation, or unemployment insurance benefits.


 


5.     HANSON
hereby releases and discharges TSA, its 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 or separation from
TSA, including, but not limited to (i) claims HANSON may have under any
federal, state or local labor, employment, discrimination, human rights, civil
rights, wage/hour, pension, or tort law, statute, order, rule, regulation or
public policy, including but not limited to, those arising under the Age
Discrimination in Employment Act, the Older Workers Benefit Protection Act, the
National Labor Relations Act, the Fair Labor Standards Act, the Occupational
Safety and Health Act of 1970, the Americans With Disabilities Act of 1990, the
Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, the Employee
Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the


 

















 


Family and Medical Leave Act of 1993, and the Equal
Pay Act of 1963, (ii) those arising under common law, including but not limited
to claims or suits for intentional interference with contractual relations,
breach of the implied covenant of good faith and fair dealing, breach of
contract, wrongful termination, negligent supervision, negligence, intentional
and negligent infliction of emotional distress, defamation, false imprisonment,
libel and slander and (iii) any other local, state or federal law or regulation
as of the date this Agreement is signed. 
HANSON does not waive claims that may arise after the date this
Agreement is executed and which are based upon TSA’s acts or omissions after
that date.


 


6.     HANSON
understands and agrees that this Agreement does not constitute any admission by
TSA that any action taken with respect to HANSON was unlawful or wrongful, or
that such action constituted a breach of contract or violated any federal or
state law, policy, rule or regulation.


 


7.     HANSON
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.


 


8.     HANSON
agrees that he will not disparage or make negative statement about TSA or any
of its officers, directors, agents, employees, successors and assigns.


 


9.     HANSON
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. 
The Employee Invention and Confidential Information Agreement dated May
7, 1998  is,
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.  A copy of
this agreement is attached hereto as Exhibit A.


 


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


 


11.   HANSON
agrees further that if he breaches the provisions of paragraphs 7, 8, 9 or 10,
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.


 


12.   TSA provides only neutral
reference responses to inquiries for employment, which include a verification
of past employment, dates and location of employment and positions held.


 


13.   HANSON agrees to cooperate with
TSA in investigating, preparing or testifying with respect to any threatened or
pending claim, action or proceeding, whether


 


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investigative, administrative, civil or criminal,
involving or affecting TSA.  HANSON 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.


 


14.   HANSON acknowledges further
that he has been advised by this Agreement: 
(a) that he should consult with an attorney of his choice prior to
executing this Agreement; (b) that he has up to twenty one (21) days in which
to consider and accept this Agreement from the time he received it on September
19, 2003; and (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, Human Resources.  HANSON further acknowledges that by entering
into this Agreement, he understands all of the provisions thereof and its
binding legal effect and is voluntarily entering into this Agreement.


 


15.   In the event that any provision
of this Agreement is deemed unenforceable, HANSON agrees that a court of
competent jurisdiction shall have jurisdiction to reform such provision to the
extent necessary to cause it to be enforceable to the maximum extent permitted
by law.  The provisions in this
Agreement are severable, and if any provision is determined to be prohibited or
unenforceable in any jurisdiction, the remaining provisions shall nevertheless
be binding and enforceable.  This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Nebraska without regard to principles of conflicts of law.


 


16.   This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and fully supersedes any and all prior agreements or understandings
between the parties.  TSA has made no
promises to HANSON other than those contained in this Agreement.


 


Dated this 24th day of September, 2003.


 


 


	
   

  	
   

  	
   

  	
  /s/ DWIGHT HANSON

  	
   

  
	
   

  	
   

  	
   

  	
  Dwight Hanson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ AMANDA JUREK

  	
   

  
	
   

  	
   

  	
   

  	
  Amanda Jurek

  	
   

  
	
   

  	
   

  	
   

  	
  Director, Human Resources

  	
   

  
	
   

  	
   

  	
   

  	
  Transaction Systems Architects, Inc.

  	
   

  



 


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