EX-10.11



 Exhibit 10.11 

 

							
	



	  		  		  	
	  		  	555 W. Adams	  	
		  		  	Chicago, IL 60661	  	
		  		  	Tel 312-258-1717	  	
		  		  	www.transunion.com	  	

 December 6, 2012 
 Mr. Siddharth N. (Bobby) Mehta 
 159 E. Walton Street 

Apt. 27A 
 Chicago, IL 60611 

 

	 	Re:	Employment Agreement dated October 3, 2007 (the “Agreement”) 

 Dear Bobby: 
 TransUnion Corp., a Delaware corporation (the
“Company”), and you have agreed to amend the Agreement in accordance with the terms and conditions set forth in this letter (this “Amendment”) based on your indication that you wish to voluntarily terminate your
employment with the Company. The parties agree that you did not, and are not, submitting a Resignation for Good Reason in connection with your voluntary termination. Capitalized terms used herein and not otherwise defined have the meanings ascribed
thereto in the Agreement. Any provision, term or condition of the Agreement that has not been specifically modified or amended by this Amendment shall remain in full force and effect and be deemed to be a part of this Amendment, and this Amendment,
with such terms and provisions, shall be deemed to be the complete agreement of the parties. 
 1. Term. Section 1
of the Agreement shall be deleted in its entirety and replaced with the following language: 
 The term of the Agreement
commenced on August 22, 2007 and shall expire on December 31, 2012 (the “Term”). For the avoidance of doubt, on December 31, 2012 your employment with the Company will terminate (unless earlier terminated in
accordance with Section 7(b) of the Agreement), and in connection with such termination you will not be entitled to any of the payments and benefits set forth in Section 8(b) of the Agreement or to any accelerated vesting of the stock
options granted to you pursuant to the TransUnion Holding Company, Inc. 2012 Management Equity Plan. 
 2. Definition of
“Competitor”. The definition of “Competitor” in Section 16 of the Agreement shall be modified by deleting the reference therein to “Choicepoint, Inc.” and replacing it with “Verisk Analytics”.

 3. Complete Agreement and Non-Reliance. The Agreement, as amended by this Amendment, contains the complete agreement
between the parties and no party has relied upon or will claim reliance upon any oral or written statement which may be claimed to relate to the subject matter of this Agreement, as amended by this Amendment, in connection with the execution of this
Amendment. 
 4. Miscellaneous. 
 (a) This Amendment shall be governed by the internal laws (and not the conflicts of law provisions) of the State of Illinois. 

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 








 Siddharth N. Mehta 
 December 6, 2012 
  Page
 2
 
  

 (c) Every notice or other communication required, contemplated or
permitted by this Amendment by any party, shall be in writing and shall be delivered either by personal delivery, facsimile transmission, private courier service, or postage prepaid, return receipt requested, certified or registered mail, addressed
to the party to whom intended at the address for such party set forth below such party’s name on the signature page hereof or at such other address as the intended recipient previously shall have designated by written notice. Notice by courier,
facsimile transmission or certified or registered mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or the date of attempted delivery where delivery is refused by the intended
recipient. All notices and communications required, contemplated or permitted by this Amendment to be delivered in person shall be deemed to have been delivered to and received by the addressee, and shall be effective, on the date of personal
delivery. 
 (d) If any provision of this Amendment is determined to be invalid under the applicable law, such
provision shall be ineffective and the remaining provisions of this Amendment and the Agreement shall continue in full force and effect. Nothing contained in this Amendment shall constitute a party’s waiver of any rights or remedies it may have
under applicable law, it being agreed that any such waiver shall be in writing. 
 (e) No provision of this
Amendment may be modified, amended, waived or discharged unless agreed to in writing, and signed and executed by the Company and you. 








 Siddharth N. Mehta 
 December 6, 2012 
  Page
 3
 
  

 If you are in agreement with the foregoing, please acknowledge your agreement in the
place provided below and return an original of this Amendment to the Company, whereupon this Amendment shall become a part of the Agreement and binding between the Company and you. 

 

			
	Very truly yours,
	
	TransUnion Corp., a Delaware company
		
	By:	 	 /s/ John W. Blenke

		 	John W. Blenke
		 	Executive Vice President and Corporate General Counsel


  

	
	 /s/ Siddharth N. (Bobby) Mehta

	Siddharth N. (Bobby) Mehta

 [Signature Page to Employment Agreement Amendment] 








 Siddharth N. Mehta 
 December 6, 2012 
  Page
 4
 
  


			
	 Executive’s Address for Notice:
  

Siddharth N. Mehta
 159 E. Walton
Street
 Apt. 27A
 Chicago, IL
60611
  
 With a copy to:

 
 Daniel A. Pollack
 Pollack & Kaminsky
 114 West 47th Street
 Suite
1900
 New York, New York 10036
	  	 Company’s Addresses for Notice:
  

John W. Blenke
 Executive Vice President &
General Counsel
 TransUnion Corp.
 555
West Adams Street
 Chicago, Illinois 60661
  

Mary K. Krupka
 Executive Vice President –
Human Resources
 TransUnion Corp.
 555
West Adams Street
 Chicago, Illinois 60661