Sample Business Contracts

Employment Agreement - Transaction Systems Architects Inc. and Gregory D. Derkacht

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this
3rd day of December, 2001, by and between Transaction Systems Architects, Inc.,
a Delaware corporation, ("Employer") and Gregory D. Derkacht ("Employee").


         WHEREAS, Employee and Employer desire to enter into this Agreement
pertaining to the terms of the employment of Employee by Employer;

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

         1. Employment. Employer hereby agrees to employ Employee as President
and Chief Executive Officer ("CEO"), and Employee hereby accepts such employment
by Employer upon the terms and conditions and with such duties as determined by
the Board of Directors of Employer from time to time and which shall be related
or appropriate to the position.

         2. Term. The term of employment under this Agreement shall commence on
January 2, 2002, and shall continue for a period of three years thereafter,
unless sooner terminated as hereinafter set forth in Section 6, subject to
certain provisions surviving termination as set forth below. Thereafter this
Agreement and the term of employment pursuant hereto will be automatically
extended for successive one-year terms, unless either party elects to terminate
this Agreement by giving the other party written notice thereof not less than 90
days prior to the end of the then-current term.

         3. Duties.  Employee shall, during the term hereof:

          (a)     Execute  Duties.  Execute the duties attendant to
                  his position as determined and directed by the Board of
                  Directors from time to time;

          (b)     Board Service.  Serve as a member of the Employer's Board of

          (c)     Full Efforts and Time. Consistent with the foregoing, Employee
                  shall devote full business time, energy, and skill to the
                  businesses of Employer, and to the promotion of Employer's
                  best interests; provided, however, that this Agreement shall
                  not preclude Employee from participating in the affairs of any
                  governmental, educational or other charitable institution,
                  from engaging in professional speaking and writing activities,
                  and from serving as a member of the board of directors of
                  other corporations or entities (subject to the approval by the
                  Chairman of the Board of Directors of Employer) so long as
                  such activities do not unreasonably interfere with the
                  businesses of Employer or conflict with Employee's obligations
                  under this Agreement.

         4. Compensation.

          (a)     Base. Subject to Section 3(d) above, Employer shall pay
                  Employee for all services to be performed by Employee during
                  the term of this Agreement a base salary (the "Base Salary")
                  at the minimum rate of $300,000 per year, payable in
                  substantially equal semi-monthly payments in accordance with
                  Employer's customary practice for other employees, as such
                  practice may be determined from time to time. The Board of
                  Directors may increase such Base Salary but not decrease such
                  Base Salary unless, as a result of a reasonable business
                  judgment by the Board of Directors of Employer, there is a
                  prorata across-the-board salary reduction for all executive
                  level management employees of Employer.

          (b)     Management  Incentive  Compensation.  In addition  to the Base
                  Salary,  Employee  shall be  entitled  to  participate  in the
                  Employer's  Management Incentive  Compensation Program
                  ("MICP").  Employee's "on target" incentive  compensation will
                  be $150,000  per fiscal  year  prorated  quarterly  in the
                  amount of $37,500.  The amount of  incentive  compensation
                  payable to Employee with respect to a fiscal quarter will
                  depend on the  achievement  of certain  financial  results
                  achieved by Employer in such fiscal quarter.  The Board of
                  Directors may increase the incentive  compensation paid or
                  payable to Employee pursuant to the MICP,  but not decrease
                  such incentive compensation unless, as a result of a
                  reasonable business judgment by the Board of Directors of
                  Employer, there is a prorata across-the-board  decrease for
                  all executive level management employees of Employer.  The
                  terms and conditions of the MICP applicable to Employee
                  are attached hereto as Exhibit A.

          (c)     Business Expenses. In addition to the Base Salary set forth
                  above, Employer agrees that during the term of this Agreement
                  Employee shall be entitled to reimbursement by Employer for
                  all reasonable and documented business expenses incurred by
                  him on Employer's behalf in the course of his employment
                  hereunder in accordance with Employer's policy concerning the

          (d)     Board  Service.  No separate or additional compensation will
                  be paid to Employee with respect to service on the Board of

          (e)     Stock Options. Employee will receive three stock option grants
                  from the Employer's existing stock option plans. The first
                  grant will be in the amount of 100,000 shares and will be made
                  January 2, 2002. Subject to shareholder approval, the second
                  and third grants will be in the amount of 200,000 shares each
                  and will be made February 19, 2002. The terms and conditions
                  for each of the grants are set forth in separate stock option
                  agreements. The stock option agreements for each of the grants
                  are attached hereto as Exhibits B, C and D, respectively.

         5. Additional Benefits. Employee and his dependents shall be entitled
to participate in and receive health insurance and other benefits ("Benefit
Plans") under the Employer's Benefit Plans, whether qualified or non-qualified,
subject to and on a basis consistent with the terms, conditions, and overall
administration of such Benefit Plans as provided to similarly situated employees
of Employer, as changed from time to time. Employee shall be entitled to paid
vacation and holidays in accordance with Employer's policies in effect from
time-to-time for its employees.

         6. Termination.

          (a)     Types of Termination.

                           (i) For Cause by Employer.
                               The Board of Directors of Employer, upon
                               written notice to Employee setting forth the
                               reason for such action, may terminate the
                               employment of Employee with Employer at any
                               time for "Cause." For purposes of the
                               preceding sentence, "Cause" shall be deemed
                               to exist if the Board of Directors of
                               Employer, in good faith, determines that the
                               Employee has engaged in gross and flagrant
                               non-performance, misconduct or negligence of
                               his duties or gross and flagrant dishonesty
                               relating to the business of Employer.

                          (ii) By Employee Voluntarily.  Employee may
                               terminate his employment voluntarily
                               hereunder thirty (30) days after providing
                               Employer written notice setting forth his
                               intention to do so.

                         (iii) Death or Disability
                               of Employee. If Employee's employment is
                               terminated during the term of this Agreement
                               due to the death or disability of Employee,
                               then an amount equal to Employee's Base
                               Salary (at the rate most recently in effect)
                               shall be paid through the date of his death
                               or disability, plus an amount in respect of
                               any accrued but unused vacation days.
                               Employee's beneficiaries shall also receive
                               any insurance benefits under the Benefit
                               Plans to which Employee or his beneficiaries
                               are entitled on the date of his death or

                               As used in this Agreement, the term
                               "Disability" shall mean, first, the
                               definition as set forth in the current
                               long-term disability policy covering the
                               Employee, but if no such disability policy
                               exists, then "Disability" shall mean the
                               inability of Employee, due to a physical or
                               mental disability, for a period of sixty
                               (60) days, whether or not consecutive,
                               during any one hundred eighty (180) day
                               period, to perform the services contemplated
                               under this Agreement .

                               In the case of the disability or death of
                               Employee, the Noncompetition and
                               Confidentiality and other provisions of
                               Sections 7 and 8 hereof shall remain in

                          (iv) Without Cause by Employer. Employer
                               may terminate the employment of Employee
                               at any time without cause after providing
                               Employee with 30 days written notice setting
                               forth its intention to do so.

                          (iv) Expiration of Term.  The expiration of
                               this Agreement is by its own term, as set
                               forth in Section 2.

                  (b) Compensation on Termination. If Employee is terminated for
         cause, death or disability, or voluntarily terminates his employment,
         or if this Agreement terminates by its own term, he shall not be
         entitled to any compensation following the date of termination as
         defined below (the "Termination Date"):

                           (i) for cause by Employer - immediately upon
                               notice by Employer;

                          (ii) for death or disability - upon the date
                                    of such occurrence;

                         (iii) for voluntary termination - the thirtieth
                               (30th) day following notice by Employee to
                               Employer; and

                          (iv) by its own term - upon the date set forth in
                               Section 2.

                  (c) Compensation for Termination Without Cause. In the event
         Employee is terminated by Employer without cause, Employer shall pay to
         Employee $150,000.

                  (d) Change in Control Compensation. Employee shall be entitled
         to compensation if (i) there is a Change in Control of the Employer
         while Employee is still an employee of Employer and (ii) Employee's
         employment with Employer is terminated by Employer or by Employee for
         Good Reason within two years after the Change in Control as a direct or
         indirect result of the Change in Control, but not as a result of (A)
         Employee's death or disability, (B) Employee's Retirement, (C)
         Employee's termination for Cause by Employer, or (D) Employee's
         decision to terminate employment other than for Good Reason ("Change in
         Control Compensation"). "Change in Control" is defined in Exhibit E
         ("Definitions"). The Change in Control Compensation to be paid to
         Employee in the event of a Change in Control will be equal to one times
         the Base Salary set forth in Section 4 above. The Change in Control
         Compensation will be paid within five (5) business days of the Change
         in Control.

                  (e) Other Compensation and Benefits. Other than as provided in
         Section 6(a)(iii) hereof, upon termination for any reason, Employee
         shall be entitled to receive only that compensation and other benefits
         that have vested and that are due and earned as of the Termination
         Date, and such payment shall be made to Employee within sixty (60)

                  (f) Full Satisfaction. The payments to Employee pursuant to
         this Agreement shall be in full satisfaction of Employee's
         rights to compensation hereunder.

         7. Noncompetition, Noninducement, Nonsolicitation.

                  (a) Employee hereby agrees that commencing on the date of this
         Agreement and continuing through 180 days after the termination date
         (the "Non-Compete Period"), he shall not singly, jointly, or as a
         member, employee, or agent of any partnership or as an officer, agent,
         employee, director or stockholder, or investor of any other corporation
         or entity, or in any other capacity, which is engaged in a similar
         business to that of Employer during the period of non-competition:

                           (i) solicit, contact and/or service any person,
                               firm, corporation, partnership, or entity of
                               any kind whatsoever for purposes which are
                               competitive to that of Employer, and for
                               purposes similar to those performed by
                               Employee for Employer, a client of Employer
                               for which Employee performed service or had
                               personal contact with on behalf of Employer
                               during the last one (1) year of Employee's
                               employment with Employer; provided, that
                               Employee shall be able to acquire and hold
                               up to 1% of the outstanding shares of any
                               publicly traded stock of any company, and an
                               unlimited percentage of outstanding shares
                               in the Employer, its parent, affiliates, or
                               subsidiaries; and

                          (ii) directly or indirectly induce or attempt to
                               induce any person who, during the term of
                               Employee's employment hereunder, was an
                               employee, representative or agent of
                               Employer or any of its affiliates to
                               terminate his employment with Employer or
                               any of its affiliates, or to violate the
                               terms of any agreement between said
                               employee, representative or agent and
                               Employer or any of its affiliates.

                  (b) It is understood and agreed by Employer and Employee that
         the time periods of the restrictions set forth in Section 7(a) of this
         Agreement are intended by Employer and Employee to be extended by any
         time period during which Employee violates the terms and conditions of
         Section 7(a). Notwithstanding anything which could be construed to the
         contrary, this Section 7(b) is not intended to and shall not be deemed
         to permit Employee to violate any term or condition of Section 7(a).
                  (c) In the event any of the provisions of this Agreement shall
         be held to be invalid or unenforceable, the remaining portions thereof
         shall nevertheless continue to be valid and enforceable as though the
         invalid or unenforceable parts had not been included herein.

                  (d) Employer and Employee specifically agree that the
         provisions of Sections 7, 8, 9, and 10 shall survive the termination of
         this Agreement.

                  (e) Employer and Employee agree that the provisions of this
         Section 7 may be waived in whole or in part by mutual agreement in
         writing by Employer and Employee.

         8. Confidentiality. Without the consent of Employer, Employee will not,
during his Employment or after termination of this Agreement, (a) disclose any
trade secret or proprietary or confidential knowledge or information of Employer
or any affiliate of Employer to any person or entity (other than to Employer or
shareholders, directors, officers or employees of Employer or representatives
thereof), or (b) otherwise make use of any such secret, knowledge or information
for other than Employer's purposes, unless in the case of (a) or (b) above such
secret, knowledge or information is readily ascertainable from publicly
available information. Employee will hold confidential, on behalf of Employer as
the property of Employer, all memoranda, manuals, books, papers, letters,
documents, computer software and other similar property obtained during the
course of performing duties under this Agreement, and will return such property
to Employer at any time upon demand by Employer and, in any event, within three
(3) calendar days after termination of his employment under this Agreement or
after the end of the term of this Agreement.

         9. Developments.

                  (a) As used in this Agreement, the term "Employee
         Developments" shall mean all technological, financial, operating and
         training ideas, processes, methods and materials, specifically
         including, but not limited to, all inventions, discoveries,
         improvements, devices, apparatus, designs, practices, processes,
         methods, formulas, know-how, products, enhancements and all software,
         computer programs (including source code, object code, documentation
         and programmer's notes) and other works of authorship, whether or not
         patentable or copyrightable, developed, written, conceived or reduced
         to practice during Employee's employment by the Company or within a
         period of 90 days thereafter (i) which result from any work performed
         by Employee for the Employer, or (ii) which relate to the Employer's
         business or research or development of the Employer at the time
         Employee develops, writes, conceives or reduces to practice any of the
         foregoing, alone or with others.

                  (b) Employee shall promptly disclose all Employee Developments
         to the Employer and make available to the Employer any work papers,
         drawings, designs, schematics, specifications, descriptions, models,
         diskettes, computer tapes, source codes or other tangible incidents of
         Employee Developments. Employee agrees that all Employee Developments
         shall be considered work made by Employee for the Employer and prepared
         within the scope of Employee's employment and that all right, title and
         ownership interest in and to the Employee Developments, including,
         without limitation, copyright, trade secret, patent or other
         intellectual property rights, shall exclusively vest in and be retained
         by the Employer, both during and following the term of employment.
         Employee agrees to perform upon request of the Employer any acts that
         may be necessary or convenient during his term of employment or
         thereafter to establish, perfect, evidence, register, transfer, assign
         or convey ownership of Employee Developments in or to the Employer, to
         the fullest extent possible, including without limitation, assignment
         to the Employer of all ownership, copyright, trade secret, patent and
         other intellectual property rights without any further consideration.

         10. Remedies.

                  (a) Employer shall be entitled, if it elects, to enjoin any
         breach or threatened breach of, or enforce the specific performance of,
         the obligations of Employee under Sections 7 and 8, without showing any
         actual damage or that monetary damages would be inadequate. Any such
         equitable remedy will not be the sole and exclusive remedy for any such
         breach, and Employer may pursue other remedies for such a breach.

                  (b) Any court proceeding to enforce the specific performance
         provisions of this Agreement may be commenced in the federal courts
         located in the State of Nebraska, or in the absence of federal
         jurisdiction, the state courts of Nebraska having jurisdiction.
         Employer and Employee submit to the jurisdiction of such courts and
         waive any objection which they may have to the pursuit of any such
         proceeding in any such court for purposes of specific performance only.

         11. Employer Assignment. Employer may assign this Agreement, provided,
however, that in the event of such assignment by the Employer, Employer's
obligations hereunder shall be binding legal obligations and shall inure to the
benefit of any successor.

         12. Relocation. Employee agrees to relocate to Omaha, Nebraska, for the
term of this Agreement. Employer will pay for movement of Employee's household
and personal belongings. Employer will pay for real estate commission and other
customary and reasonable closing costs associated with the sale of Employee's
current home in Chicago. Employer will not pay for any fees or costs associated
with the purchase of a home in Omaha. Employer will pay for two house-hunting
trips in Omaha for Employee and spouse. No tax gross-up or equalization
allowances will be provided. Temporary housing in Omaha and related travel to
and from Chicago will be provided and paid for by the Employer while Employees
attempts to sell home in Chicago. Payment by Employer for such expenses will
cease at the earlier of (1) Employee moving into a new residence in Omaha; (2)
closing the sale of Employee's Chicago house; or (3) March 31, 2002.

         13. Benefits Unfunded. All rights of Employee and his spouse or other
beneficiary under this Agreement shall at all times be entirely unfunded and no
provision shall at any time be made with respect to segregating any assets of
Employer for payment of any amounts due hereunder. Neither Employee nor his
spouse or other beneficiary shall have any interest in or rights against any
specific assets of Employer.

         14. Waiver.  No waiver by any party at any time of any breach by any
other party of, or compliance with, any condition or provision of this Agreement
to be performed by any other party shall be deemed a waiver of any other
provisions or conditions at the same time or at any prior or subsequent time.

         15. Applicable Law. This Agreement shall be construed and interpreted
pursuant to the laws of the State of Nebraska without giving effect to the
conflict of laws provisions thereof.

         16. Entire Agreement. This Agreement contains the entire Agreement
between Employer and Employee and supersedes any and all previous agreements,
written or oral, between the parties relating to the subject matter hereof. No
amendment or modification of the terms of this Agreement shall be binding upon
the parties hereto unless reduced to writing and signed by Employer and

         17. Counterparts. This Agreement may be executed in counterparts and by
facsimile signatures, each of which shall be deemed an original, and all of
which taken together shall constitute one instrument.

         18. Severability. In the event any provision of this Agreement is
held illegal or invalid, the remaining provisions of this Agreement shall not be
affected thereby.

         19. Notice.  Notices under this Agreement shall be in writing and sent
by registered mail, return receipt requested, to the following addresses or to
such other addresses as the party being notified may have previously furnished
to the others by written notice.

If to Employer or its Board of Directors:

                                    Transaction Systems Architects, Inc.
                                    Attn: Chairman of the Board of Directors
                                    224 South 108th Avenue
                                    Omaha, NE  68154

         with a copy to:

                                    Transaction Systems Architects, Inc.
                                    Attn: General Counsel
                                    224 South 108th Avenue
                                    Omaha, Nebraska 68154

         If to Employee:

Such notices shall be deemed received three (3) business days after they are so

         IN WITNESS WHEREOF, the parties have executed this Agreement, on the
day and year first above written.

                                         Transaction Systems Architects, Inc.

                                         By:      ______________________________
                                         Name:    ______________________________
                                         Title:   ______________________________

                                         Gregory D. Derkacht



Exhibit A:  Management Incentive Compensation Program
Exhibit B:  First Stock Option Grant
Exhibit C:  Second Stock Option Grant
Exhibit D:  Third Stock Option Grant
Exhibit E:  Definitions