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