EXHIBIT 10.2
CORILLIAN CORPORATION
SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made and entered into by and
between _____________ (the "Employee") and Corillian Corporation (the
"Company"), effective as of the latest date set forth by the signatures of the
parties hereto below.
RECITALS
A. Because of Employee's significant role in the Company's business, the
Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board") has determined that it is in the best interests of the
Company and its shareholders to establish clear terms for the termination of
Employee's employment with the Company.
B. In addition, it is expected that the Company from time to time will
consider the possibility of an acquisition by another company or other change of
control as a means of enhancing shareholder value. The Committee recognizes that
such consideration can be a distraction to the Employee and can cause the
Employee to consider alternative employment opportunities. The Committee has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication and objectivity of
the Employee, notwithstanding the possibility, threat or occurrence of a Change
of Control (as defined below) of the Company.
C. The Committee believes that it is imperative to provide the Employee
with certain severance benefits upon the Employee's termination of employment,
including as a result of a Change of Control.
D. Certain capitalized terms used in the Agreement but not defined when
first used are defined in Section 6 below.
NOW, THEREFORE, the parties hereto agree as follows:
1. TERM OF AGREEMENT. This Agreement shall terminate upon the date that all
obligations of the parties hereto with respect to this Agreement have been
satisfied.
2. AT-WILL EMPLOYMENT. The Company and the Employee acknowledge that, unless
there is a written employment agreement between the Company and the Employee,
which this Agreement is acknowledged by the Employee not to be, the Employee's
employment is and shall continue to be at-will, as defined under applicable law.
If the Employee's employment terminates for any reason, the Employee shall not
be entitled to any payments, benefits, damages, awards or compensation except
for those
payments that may be set forth herein or that may be available pursuant to other
written agreements with the Company.
3. SEVERANCE BENEFITS.
(a) Termination Not in Connection with a Change of Control. If the
Employee's employment terminates as a result of Involuntary Termination
(as defined below) other than for Cause at any time more than 90 days
preceding a Change of Control or announcement of a Change of Control,
whichever occurs earlier, then, subject to Section 5, the Employee shall
be entitled to receive the following severance benefits:
(1) Severance Payment. After the condition set forth in Section 3(e)
is satisfied, a cash payment in an amount equal to the Severance
Payment;
(2) Timing of Severance Payments. Any severance payment to which the
Employee is entitled under Section 3(a)(1) shall be paid by the Company
to the Employee (or to the Employee's successor in interest, pursuant to
Section 7(b)) in accordance with the Company's customary payroll
schedule over the Severance Period after the condition set forth in
Section 3(e) has been satisfied.
(b) Termination in Connection with a Change of Control. If the Employee's
employment terminates as a result of Involuntary Termination (as defined
below) other than for Cause (i) within 90 days preceding a Change of
Control or announcement of a Change of Control, whichever occurs earlier,
or (ii) within twelve (12) months following a Change of Control or the
announcement of a Change of Control, whichever comes later, then, subject
to Section 5, the Employee shall be entitled to receive the following
severance benefits:
(1) Severance Payment. After the condition set forth in Section 3(e)
is satisfied, a cash payment in an amount equal to the Severance
Payment;
(2) Timing of Severance Payments. Any severance payment to which the
Employee is entitled under Section 3(b)(1) shall be paid by the Company
to the Employee (or to the Employee's successor in interest, pursuant to
Section 7(b)) in accordance with the Company's customary payroll
schedule over the Severance Period after the condition set forth in
Section 3(e) has been satisfied.
(c) Voluntary Resignation; Termination for Cause. If the Employee's
employment terminates by reason of the Employee's voluntary resignation
(and is not an Involuntary Termination), or if the Employee is terminated
for Cause, then the Employee shall not be entitled to receive severance or
other benefits except for those (if any) as may then be established under
the Company's then existing option and benefits plans and practices or
pursuant to other written agreements with the Company.
(d) Disability; Death. If the Company terminates the Employee's employment
as a result of the Employee's Disability, or the Employee's employment is
terminated due to the death of the Employee, then the Employee shall not
be entitled to receive severance or other benefits except for those (if
any) as may then be established under the Company's then existing
severance and benefits plans and practices or pursuant to other agreements
with the Company.
(e) Release. As a condition to the entitlement to and receipt of any
payments under this Agreement, after termination, but at least eight days
before any payments are due, Participant must execute and deliver the
Release attached hereto as Exhibit A. To receive payments under this
Agreement, the Release must not have been rescinded or revoked as
permitted thereby.
4. ATTORNEY FEES, COSTS AND EXPENSES. If any party files an action in any court
or other forum or commences an arbitration to enforce compliance with any term
of this Agreement or to allege a breach thereof, the party prevailing in that
action shall be entitled to recover all attorney's fees, costs and any necessary
disbursements incurred therein, including, without limitation, expert witness
fees, deposition costs, court clerk fees, service fees, and printing costs, in
addition to any other relief to which the party may be entitled at arbitration,
trial or upon appeal.
5. LIMITATION ON PAYMENTS.
(a) If severance and other benefits provided for in this Agreement or
otherwise payable to the Employee (i) constitute "parachute payments"
within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the "Code") and (ii) but for this Section 5, would be subject
to the excise tax imposed by Section 4999 of the Code, then the Employee's
severance benefits under Section 3(a)(2) shall be either
(1) delivered in full, or
(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise tax under
Section 4999 of the Code, whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and
the excise tax imposed by Section 4999, results in the receipt by the
Employee on an after-tax basis, of the greatest amount of severance
benefits, notwithstanding that all or some portion of such severance
benefits may be taxable under Section 4999 of the Code. Any taxes due
under Section 4999 shall be the responsibility of the Employee.
(b) If a reduction in the payments and benefits that would otherwise be
paid or provided to the Employee under the terms of this Agreement is
necessary to comply with the provisions of Section 5(a), the Employee
shall be entitled to select which payments or benefits will be reduced and
the manner and method of any such reduction of such payments or benefits
subject to reasonable limitations (including, for example, express
provisions under the Company's benefit plans) (so long as the
requirements of Section 5(a) are met). Within thirty (30) days after the
amount of any required reduction in payments and benefits is finally
determined in accordance with the provisions of Section 5(c), the Employee
shall notify the Company in writing regarding which payments or benefits
are to be reduced. If no notification is given by the Employee, the
Company will determine which amounts to reduce. If, as a result of any
reduction required by Section 5(a), amounts previously paid to the
Employee exceed the amount to which the Employee is entitled, the Employee
will promptly return the excess amount to the Company.
(c) Unless the Company and the Employee otherwise agree in writing, any
determination required under this Section 5 shall be made in writing by
the Company's Accountants immediately prior to Change of Control, whose
determination shall be conclusive and binding upon the Employee and the
Company for all purposes. For purposes of making the calculations required
by this Section 5, the Accountants may, after taking into account the
information provided by the Employee, make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable,
good faith interpretations concerning the application of Sections 280G and
4999 of the Code. The Company and the Employee shall furnish to the
Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section.
The Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 5.
(d) Any amounts received by Employee as cash compensation for employment
or services rendered for any third party during the Severance Period will
be offset against amounts payable by the Company under this Agreement.
6. DEFINITION OF TERMS. The following terms referred to in this Agreement shall
have the following meanings:
(a) "ANNUAL COMPENSATION" means an amount equal to the greater of (i) the
Employee's Company base salary for the twelve (12) months preceding the
Change of Control or (ii) the Employee's Company base salary on an
annualized basis.
(b) "CAUSE" means (i) any act of personal dishonesty taken by the Employee
in connection with his responsibilities as an employee and intended to
result in substantial personal enrichment of the Employee, (ii) the
conviction of a felony, (iii) a willful act by the Employee that
constitutes gross misconduct and that is injurious to the Company, or (iv)
for a period of not less than thirty (30) days following delivery to the
Employee of a written demand for performance from the Company that
describes the basis for the Company's belief that the Employee has not
substantially performed his duties, continued violations by the Employee
of the Employee's obligations to the Company that are demonstrably willful
and deliberate on the Employee's part. Any dismissal for cause in
accordance with Subsection (iv) of this Section 6(b) must be approved by
the Company's Board of Directors prior to the dismissal date.
(c) "CHANGE OF CONTROL" means the occurrence of any of the following
events:
(1) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly
or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company's
then outstanding voting securities;
(2) A change in the composition of the Board occurring within a
twelve-month period, as a result of which fewer than a majority of the
directors are Incumbent Directors. "Incumbent Directors" shall mean
directors who either (A) are directors of the Company as of the date
hereof, or (B) are elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the Incumbent Directors
at the time of such election or nomination (but shall not include an
individual whose election or nomination is in connection with an actual
or threatened proxy contest relating to the election of directors to the
Company);
(3) The consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation that
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or such surviving entity's parent) at least fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or such surviving
entity's parent outstanding immediately after such merger or
consolidation;
(4) The consummation of the sale or disposition by the Company of
all or seventy-five percent (75%) or more of the Company's assets.
(d) "DISABILITY" shall mean that the Employee has been unable to perform
his or her Company duties as the result of incapacity due to physical or
mental illness, and such inability, at least twenty-six (26) weeks after
its commencement, is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Employee or
the Employee's legal representative (such Agreement as to acceptability
not to be unreasonably withheld). Termination resulting from Disability
may only be effected after at least thirty (30) days' written notice by
the Company of its intention to terminate the Employee's employment. In
the event that the Employee resumes the performance of substantially all
of his or her duties hereunder before the termination of employment
becomes effective, the notice of intent to terminate shall automatically
be deemed to have been revoked.
(e) "INVOLUNTARY TERMINATION" shall mean (i) without the Employee's
express written consent, the significant reduction of the Employee's
duties, authority or responsibilities, relative to the Employee's duties,
authority or responsibilities as in
effect immediately prior to such reduction, or the assignment to the
Employee of such significantly reduced duties, authority or
responsibilities; (ii) without the Employee's express written consent, a
substantial reduction of the facilities and perquisites (including office
space and location) available to the Employee immediately prior to such
reduction; (iii) without the Employee's express written consent, a
reduction by the Company of at least five percent (5%) in the base salary
or target bonus of the Employee as in effect immediately prior to such
reduction, disregarding for purposes of such calculation any
across-the-board changes that affect substantially all employees of the
Company; (iv) without the Employee's express written consent, a material
reduction by the Company in the kind or level of employee benefits,
including bonuses, to which the Employee was entitled immediately prior to
such reduction with the result that the Employee's overall benefits
package is significantly reduced, disregarding for purposes of such
calculation any across-the-board changes that affect substantially all
employees of the Company; (v) without the Employee's express written
consent, the relocation of the Employee to a facility or a location more
than thirty (30) miles from the Employee's then present location, without
the Employee's express written consent; (vi) any purported termination of
the Employee by the Company that is not effected for Disability or for
Cause, or any purported termination for which the grounds relied upon are
not valid; (vii) the failure of the Company to obtain the assumption of
this Agreement by any successors contemplated in Section 7(a) below; or
(viii) any act or set of facts or circumstances that would constitute a
constructive termination of the Employee under Oregon law.
(f) "SEVERANCE PAYMENT" means the Employee's Annual Compensation for the
Severance Period.
(g) "SEVERANCE PERIOD" means (i) six (6) months if Section 3(a) is
applicable and (ii) twelve (12) months if Section 3(b) is applicable.
(h) "TERMINATION DATE" shall mean (i) if this Agreement is terminated by
the Company for Disability, thirty (30) days after notice of termination
is given to the Employee (provided that the Employee shall not have
returned to the performance of the Employee's duties on a full-time basis
during such thirty (30)-day period), (ii) if the Employee's employment is
terminated by the Company for any other reason, the date on which a notice
of termination is given, provided that if within thirty (30) days after
the Company gives the Employee notice of termination, the Employee
notifies the Company that a dispute exists concerning the termination or
the benefits due pursuant to this Agreement, then the Termination Date
shall be the date on which such dispute is finally determined, either by
mutual written agreement of the parties, or a by final judgment, order or
decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected), or (iii) if the
Agreement is terminated by the Employee, the date on which the Employee
delivers the notice of termination to the Company.
7. SUCCESSORS.
(a) Company's Successors. Any successor to the Company (whether direct or
indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company's business and/or
assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same
manner and to the same extent as the Company would be required to perform
such obligations in the absence of a succession. For all purposes under
this Agreement, the term "Company" shall include any successor to the
Company's business and/or assets which executes and delivers the
assumption agreement described in this Section 7(a) or which becomes bound
by the terms of this Agreement by operation of law.
(b) Employee's Successors. The terms of this Agreement and all rights of
the Employee hereunder shall inure to the benefit of, and be enforceable
by, the Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
8. NOTICE.
(a) General. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by U.S. registered or certified
mail, return receipt requested and postage prepaid. In the case of the
Employee, mailed notices shall be addressed to him or her at the home
address which he or she most recently communicated to the Company in
writing. In the case of the Company, mailed notices shall be addressed to
its corporate headquarters, and all notices shall be directed to the
attention of its Secretary.
(b) Notice of Termination. Any termination by the Company for Cause or by
the Employee as a result of a voluntary resignation or an Involuntary
Termination shall be communicated by a notice of termination to the other
party hereto given in accordance with Section 8(a) of this Agreement. Such
notice shall indicate the specific termination provision in this Agreement
relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the
provision so indicated, and shall specify the termination date (which
shall be not more than thirty (30) days after the giving of such notice).
The failure by the Employee to include in the notice any fact or
circumstance which contributes to a showing of Involuntary Termination
shall not waive any right of the Employee hereunder or preclude the
Employee from asserting such fact or circumstance in enforcing his rights
hereunder.
9. MISCELLANEOUS PROVISIONS.
(a) Authority of Company. The Company has the authority in its sole
discretion to interpret the terms of the Agreement, decide questions of
eligibility or benefits
under the Agreement, and make any related findings of fact. All decisions
will be final and binding to the fullest extent permitted by law.
(b) No Duty to Mitigate. The Employee shall not be required to mitigate
the amount of any payment contemplated by this Agreement.
(c) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in
writing and signed by the Employee and by an authorized officer of the
Company (other than the Employee). No waiver by either party of any breach
of, or of compliance with, any condition or provision of this Agreement by
the other party shall be considered a waiver of any other condition or
provision or of the same condition or provision at another time.
(d) Whole Agreement. This Agreement and any outstanding stock option
agreements represent the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior arrangements
and understandings regarding the same subject matter, including, without
limitation, the Change of Control Severance Agreement between the parties.
Other than the agreements described in the preceding sentence, no
agreements, representations or understandings (whether oral or written and
whether express or implied) that are not expressly set forth in this
Agreement have been made or entered into by either party with respect to
the subject matter hereof.
(e) Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Oregon without
regard to principles of conflicts of laws.
(f) Severability. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full
force and effect.
(g) Withholding. All payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes.
(h) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
set forth below.
"Company"
CORILLIAN CORPORATION
By:________________________
Title:_____________________
Name:______________________
"Employee"
___________________________
Print Name:________________
EXHIBIT A
RELEASE AGREEMENT
This Release Agreement (this "Agreement") is entered into this ___
day of _________, 20__, by and between Corillian Corporation, an Oregon
corporation, and its subsidiaries and divisions (the "Company"), and
________________ ("Employee").
RECITALS
A. The Company and the Employee are parties to a Severance Agreement,
dated as of ____________ ___, 20__ (the "Severance Agreement").
B. Under the terms of the Severance Agreement, Employee agreed to enter
into this Agreement.
NOW, THEREFORE, for in consideration of the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. SEVERANCE; RELEASE. In consideration of the payments to be made
to Employee under the Severance Agreement, Employee, on Employee's own behalf
and on behalf of Employee's descendants, dependents, heirs, executors,
successors, assigns and administrators hereby (1) covenants not to sue, (2)
fully releases and discharges, and (3) agrees to indemnify and hold harmless the
Company and each of its related companies or entities, and each of its
predecessors, successors, assigns, officers, directors, shareholders,
representatives, attorneys, employees and agents, past and present, with respect
to and from and against any and all claims, demands, obligations, causes of
action, debts, expenses, damages, judgments, orders and liabilities of whatever
kind or nature, in law, equity or otherwise, whether now known or unknown,
suspected or unsuspected, matured or unmatured, and whether or not concealed or
hidden (collectively, the "Claims"), which Employee now owns or holds or has at
any time heretofore owned or held or had, or may at any time own or hold or
have, against the Company, including without limiting the generality of the
foregoing, any Claims arising out of or in any way connected with any
transactions, occurrences, acts or omissions regarding or relating to Employee's
employment with the Company or any of its affiliates, or the termination of
Employee's employment, including without limitation any claims arising from any
alleged violation by the Company of any federal, state or local statutes,
ordinances or common laws, including, but not limited to, the Age Discrimination
in Employment Act, Title VII of the Civil Rights Act of 1964 and/or the Civil
Rights Act of 1991, the Americans with Disabilities Act, and the Family and
Medical Leave Act of 1993, or any claim for severance pay, bonus, sick leave,
holiday pay, vacation pay, life insurance, health or medical insurance or any
other fringe benefit, workers' compensation or disability.
2. ADEA WAIVER. Employee expressly acknowledges and agrees that, by
entering into this Agreement, Employee is waiving any and all rights or claims
that Employee may have arising under the Age Discrimination in Employment Act of
1967, as amended, which have arisen on or before the date of execution of this
Agreement. Employee further expressly acknowledges and agrees to the following:
2.1. CONSIDERATION. In return for this Agreement, Employee will
receive consideration beyond that which Employee was already
entitled to receive before entering into this Agreement.
2.2. COUNSEL. Employee was orally advised by Company and was advised
in writing to consult with an attorney before signing this
Agreement.
2.3. REVOCATION. Employee was informed that Employee has seven (7)
days following the date of execution of this Agreement in which to
revoke this Agreement.
3. WAIVER OF KNOWN AND UNKNOWN CLAIMS. In executing this Agreement,
Employee intends to bar each and every claim, demand and cause of action
specified above; in furtherance of this intention Employee hereby expressly
waives any and all rights and benefits conferred upon Employee by any statutory
provision and expressly agrees that this Agreement will be given full force and
effect according to each and all of its express terms and provisions. This
Agreement extends to unknown and unsuspected claims, demands and causes of
action, if any, as well as to those relating to any other claims, demands and
causes of action hereinabove specified. Employee makes this waiver with full
knowledge of Employee's rights, after adequate opportunity to consult with legal
counsel.
Employee acknowledges that Employee may hereafter discover claims or facts in
addition to or different from those which Employee now knows or believes to
exist with respect to the subject matter of this Agreement, and which, if known
or suspected at the time of executing this Agreement may have materially
affected this settlement. Nevertheless, Employee hereby waives any right, claim
or cause of action that might arise as a result of such different or additional
claims or facts. Employee hereby understands and acknowledges the significance
and consequence of such release and waiver.
This Agreement constitutes a full release in accordance with its terms.
Participant knowingly and voluntarily waives the provisions of any statute, law,
or rule that would limit the effect of this Agreement, and acknowledges and
agrees that this waiver is an essential and material term of this Agreement, and
without such waiver the severance payments to Participant would not have been
paid.
4. INDEMNIFICATION. Employee warrants and represents that Employee
has not previously assigned or transferred to any person not a party to this
Agreement, any released matter or any part or portion thereof and Employee will
defend,
indemnify and hold harmless the Company from and against any claim (including
the payment of attorneys' fees and costs actually incurred whether or not
litigation is commenced) based on or in connection with or arising out of any
such assignment or transfer made, purported or claimed.
5. GENERAL PROVISIONS.
5.1. DISCLAIMER OF LIABILITY. While this Agreement resolves all
issues between the parties, as well as any future effects and
consequences of any acts or omissions, it does not constitute an
admission by any of the parties of any liability or wrongdoing.
Nothing in this Agreement or any related document will be construed
or admissible in any proceeding as evidence of liability or
wrongdoing by the Company or Employee.
5.2. ADDITIONAL DOCUMENTATION AND COOPERATION WITH FURTHER
PROCEEDINGS. From time to time and without charge or other
consideration, the parties will execute such additional
documentation, take any actions and cooperate in further proceedings
in connection with carrying out and effectuating the intent and
purpose of this Agreement and all transactions and things
contemplated by this Agreement.
5.3. ASSIGNMENT. This Agreement is a personal contract, and the
rights, interests and obligations of Employee under this Agreement
may not be sold, transferred, assigned, pledged or hypothecated,
except that this Agreement may be assigned by the Company to any
corporation or other business entity that succeeds to all or
substantially all of the business of the Company through merger,
consolidation, corporate reorganization or by acquisition of all or
substantially all of the assets of the Company and that assumes the
Company's obligations under this Agreement. The terms and conditions
of this Agreement will inure to the benefit of and be binding upon
any successor to the business of the Company and Employee's heirs
and legal representatives.
5.4. AMENDMENTS; WAIVERS. Amendments, waivers, demands, consents and
approvals under this Agreement must be in writing and designated as
such. No failure or delay in exercising any right will be deemed a
waiver of such right.
5.5. INTEGRATION. This Agreement is the entire agreement between the
parties pertaining to its subject matter, and supersedes all prior
agreements and understandings of the parties in connection with such
subject matter.
5.6. GOVERNING LAW. This Agreement is to be interpreted in
accordance with the laws of the State of Oregon.
5.7. HEADINGS. Headings of sections are for convenience only and are
not a part of this Agreement.
5.8. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which constitute one agreement.
5.9. SUCCESSORS AND ASSIGNS. This Agreement is binding upon and
inures to the benefit of each party and such party's respective
heirs, personal representatives, successors and assigns. Nothing in
this Agreement, express or implied, is intended to confer any rights
or remedies upon any other person.
5.10. INTERPRETATION. This Agreement is to be construed as a whole
and in accordance with its fair meaning. Any rule of law or any
legal decision that would require interpretation of any claimed
ambiguities in this Agreement against the party that drafted it, has
no application and is expressly waived.
5.11. TIME IS OF THE ESSENCE. Time is of the essence in the
performance of each and every term, provision and covenant in this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
"Company"
CORILLIAN CORPORATION
By ____________________________
Its ___________________________
"Employee"
_______________________________