Sample Business Contracts

Agreement Terminating Salary Continuation Agreement - Star Systems Inc., Concord EFS Inc. and Ronald V. Congemi

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                              AGREEMENT TERMINATING
                          SALARY CONTINUATION AGREEMENT

                  This Agreement (the  "Agreement")  is made and entered into as
of this 6th day of October,  2000 by and between Star Systems,  Inc., a Delaware
corporation  (the  "Company"),   Concord  EFS,  Inc.,  a  Delaware   corporation
("Parent"),  and  Ronald  V.  Congemi  (the  "Executive")  for  the  purpose  of
terminating  the Salary  Continuation  Agreement  between  the  Company  and the
Executive, dated February 1, 1997 (the "Salary Continuation Agreement").

                  WHEREAS, concurrently with this Agreement, the Company, Parent
and Orion Acquisition  Corp., a Delaware  corporation and a direct  wholly-owned
subsidiary of Parent ("Sub"),  are entering into an Agreement and Plan of Merger
(the  "Merger  Agreement")  pursuant  to which Sub will  merge with and into the
Company (the "Merger"); and

                  WHEREAS, the Company, Parent and the Executive mutually desire
to  terminate  the Salary  Continuation  Agreement,  and to pay out the  benefit
accrued  thereunder  in  accordance  with the  terms  of the Star  Non-Qualified
Deferred  Compensation  Plan,  effective  as of January  1, 2000 (the  "Deferred
Compensation Plan").

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

1.   As of the Effective Time of the Merger, as defined in the Merger Agreement,
     the Salary Continuation Agreement shall terminate,  and no further benefits
     shall accrue or be payable to the Executive thereunder.

2.   As of the Effective  Time of the Merger,  the benefit  accrued on behalf of
     the Executive under the Salary Continuation  Agreement immediately prior to
     the Effective Time (the "Accrual Balance") shall be credited to the account
     maintained  for the Executive  under the Deferred  Compensation  Plan,  and
     shall  be  credited  with  earnings  or  losses  and  shall  be paid to the
     Executive  pursuant to the terms of the  Deferred  Compensation  Plan.  For
     purposes of the preceding sentence, the Accrual Balance shall be determined
     in accordance with Schedule A to the Salary Continuation Agreement,  except
     that it shall be calculated (i) on a monthly basis, and (ii) without regard
     to the provisions of the Salary  Continuation  Agreement  applicable in the
     event of a Change of Control, including Section 2.4 thereof.
3.   The  amounts  credited  to  the  Executive's  account  under  the  Deferred
     Compensation  Plan,  including the amount credited pursuant to Section 2 of
     this Agreement,  shall be payable to the Executive as if neither the Merger
     nor  any  of  the   transactions   contemplated  by  the  Merger  Agreement
     constituted a Change of Control.
4.   The provisions of this Agreement shall become effective  immediately  prior
     to the Effective Time, provided,  however,  that if the Merger Agreement is
     terminated,  then this Agreement shall automatically  terminate at the same


                  IN WITNESS  WHEREOF,  the  Company and Parent have caused this
Agreement  to be  signed  by  their  duly  authorized  representatives  and  the
Executive has signed this Agreement as of the day and year first above written.

                                      STAR SYSTEMS, INC.

                                      By:      /s/ E. Miles Kilburn
                                               Name:  E. Miles Kilburn
                                               Title:  Group EVP & CFO

                                      CONCORD EFS, INC.

                                      By:     /s/ E. T. Haslam
                                              Name:  Edward T. Haslam
                                              Title:  Chief Financial Officer

                                              /s/ Ronald V. Congemi
                                              Ronald V. Congemi