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Title: |
Employment Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 6KB of 40KB total |
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Price: |
$41 |
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ID: |
#1242657 |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into this ___ day of _______, 2000 by
and between METAVANTE CORPORATION, a Wisconsin corporation (the "Company"), and
JOSEPH L. DELGADILLO ("Executive").
RECITALS
Executive is employed by the Company as its President and Chief Executive
Officer and serves as a member of the Company's Board of Directors (the "Board
of Directors"). The Company desires to provide management continuity for the
three years subsequent to the date of the initial public offering of the
Company's stock (the "IPO") by continuing to employ Executive pursuant to the
terms of this Employment Agreement. Executive also desires to continue to be
employed by the Company in accordance with the terms and provisions contained
herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained herein, the Company and Executive agree as follows.
1. Employment.
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(a) The Company hereby employs Executive, and Executive hereby
accepts employment, on the terms and subject to the conditions contained
herein.
(b) During the Employment Term as defined in Section 2, below,
Executive shall serve as the President and Chief Executive Officer ("CEO")
of the Company. In such capacities, Executive shall faithfully and to the
best of his ability supervise, manage and administer the operations,
business and affairs of the Company. Executive shall have full executive
authority and responsibility, subject to the control and direction of the
Board of Directors, for the overall strategic policies, management and
leadership of the Company and its subsidiaries. During the Employment
Term, Executive shall also serve as a Director of the Company (for so long
as he shall be nominated and elected to fill such positions) and as an
officer and/or director of such subsidiaries of the Company as may be
designated by the Board of Directors, all without compensation other than
as specified in this Agreement.
(c) During the Employment Term, and excluding any periods of vacation
and sick leave to which Executive is entitled, Executive agrees to devote
substantially all of his business time, efforts and skills to the business
and affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to Executive hereunder, to use Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. It shall not be a violation of this Agreement for
Executive to (A) serve on corporate, civic or charitable boards or
committees, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal investments, so long as
such
<PAGE>
activities do not materially interfere with the performance of Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.
2. Employment Term.
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The term of the employment of Executive under this Agreement (the
"Employment Term") shall commence as of the date hereof and shall continue,
unless sooner terminated under Section 7 hereof, until the third anniversary of
the IPO.
3. Salary.
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(a) During the Employment Term, Executive shall be paid a salary at
the rate of at least $380,000 per annum (the "Annual Base Salary"), payable
in equal installments in accordance with the Company's customary payroll
practices in effect from time to time.
(b) Executive's Annual Base Salary shall be reviewed at least
annually and may be increased at any time and from time to time as the
Compensation Committee of the Board of Directors (the "Compensation
Committee"), in its sole discretion, shall deem appropriate. The term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased. Any increase in Annual Base Salary shall not serve
to limit or reduce any other obligation to Executive under this Agreement.
Annual Base Salary shall not be reduced at any time during the Employment
Term. Annual Base Salary is subject to income and employment tax
withholding and all amounts in this Agreement are stated prior to any such
deductions.
4. Bonus and Long-Term Incentives.
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(a) In addition to Annual Base Salary, Executive shall be eligible to
receive, for each fiscal year ending during the Employment Term, an annual
bonus (the "Annual Bonus") determined in accordance with Executive's short-
term incentive plan as approved by the Compensation Committee or the
Company's Board of Directors (the "Bonus Plan").
(b) Executive shall be eligible to participate in those long-term
incentive plans available to senior executives of the Company, including
the 2000 Stock Incentive Plan or any successor thereto, in an amount and on
such terms as shall be determined by the Compensation Committee or as
otherwise provided in the applicable plan. Executive shall also be
eligible to participate in the Company's Deferred Compensation Plan, when
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