EFUNDS CORP
EX-10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>5
<FILENAME>p67601exv10w34.txt
<DESCRIPTION>EX-10.34
<TEXT>
<PAGE>

                                                                   Exhibit 10.34

                               eFunds Corporation
                    Executive Transition Assistance Agreement

TRANSITION ASSISTANCE AGREEMENT by and between eFunds Corporation, a Delaware
corporation (collectively with any successor entity, the "Company"), and Clyde
L. Thomas ("Executive") dated as of the 4th day of November 2002.

         WHEREAS, Executive is employed as a senior executive officer of the
Company in a policy making capacity;

         WHEREAS, the Compensation Committee ("Committee") of the Board of
Directors of the Company has determined that it is in the best interests of the
Company and its stockholders to ensure that the Company will have Executive's
full support of and participation in implementing the Company's business
strategies;

         WHEREAS, the Committee believes it is important to diminish the
inevitable distractions Executive may experience by virtue of the personal risks
and uncertainties associated with the implementation and execution of such
strategies;

         WHEREAS, the Committee has therefore determined to provide Executive
with assurances regarding the transition assistance benefits to be received by
Executive in the event of a loss of Executive's employment so that Executive can
provide his full attention and dedication to the business and affairs of Company
and the execution of its business strategies notwithstanding any attendant
personal uncertainties to Executive;

         WHEREAS, the Committee further believes it is important to secure
Executive's commitment not to compete with the Company following any termination
of Executive's employment (the date of any such termination being hereinafter
referred to as the "Separation Date");

         WHEREAS, it shall further be a condition to Executive's entitlement to
any payments hereunder that Executive release any claims against the Company and
its affiliates as of the Separation Date; and

         WHEREAS, it is the intention of the parties that this Agreement is not
an employment agreement and that Executive's employment with the Company shall
continue to remain "at-will" and terminable by the Company at any time for any
reason or no reason.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

I.       Transition Support Payments.

         (a)      Subject to the terms and conditions set forth in this
Agreement, in the event Executive's employment with the Company is terminated by
the Company without "Cause" (any such termination being hereinafter referred to
as a "Qualifying Termination"), Executive shall be entitled to the following
transition support payments:

                  (i)      During the twelve month period (the "Initial Payment
                           Period") following any Qualifying Termination,
                           Executive shall be compensated at a rate equal to
                           Executive's base salary (the "Base Amount") on the
                           Separation Date. Such compensation shall be paid in
                           accordance with the Company's regular payroll
                           practices, except that payments shall not be owing
                           hereunder until such time as Executive shall have
                           executed the Release attached as Exhibit A and the
                           seven day rescission period (the "Rescission Period")
                           referenced in Section 1(c) thereof shall have expired
                           without Executive having sent a notice of revocation

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                           or rescission to the Company, at which point any
                           accrued amounts which are then payable hereunder
                           shall be paid to Executive; and

                  (ii)     During the twelve month period (the "Extension
                           Period" and, collectively with the Initial Payment
                           Period, the "Payment Period") following the
                           expiration of the Initial Payment Period, Executive
                           shall be entitled to a monthly payment equal to the
                           amount, if any, by which the Base Amount exceeds the
                           monthly compensation received by Executive from a
                           subsequent employer (if any).

         (b)      In order to be eligible to receive the differential payments
payable during the Extension Period, Executive must provide the Company with
documentation evidencing Executive's then-current monthly compensation, such as
a payroll statement from Executive's employer or, if applicable, a written
statement to the effect that Executive is not employed. Differential payments
will be made in arrears within 30 days of the Company's receipt of the
foregoing. Executive agrees to use diligent efforts to obtain new employment
consistent with his obligations under this Agreement during the Payment Period.
Executive further agrees not to disclose the existence of the differential
payments to any subsequent employer and to refrain from manipulating the
elements of Executive's compensation by any subsequent employer in a manner
designed to maximize the differential payments payable by the Company.

         (c)      Transition support payments shall not be payable under this
Agreement in the event Executive's employment with the Company is terminated due
to the death or disability of Executive.

         (d)      As used herein, "Cause" shall mean a termination by the
Company of Executive's employment with the Company by reason of:

                  (i)      Executive's engagement in illegal conduct or willful
                           misconduct that is demonstrably injurious to the
                           business of the Company or any entity controlling,
                           controlled by or under common control with the
                           Company (collective, the "Controlled Group");

                  (ii)     a continued failure by Executive to substantially
                           perform Executive's material duties after a written
                           demand for substantial performance is delivered to
                           Executive by the officer of the Company to which
                           Executive reports;

                  (iii)    Executive commits an act, or omits to take action, in
                           bad faith which action or inaction results in a
                           material detriment to one or more members of the
                           Controlled Group;

                  (iv)     Executive commits an act of fraud, misappropriation,
                           embezzlement or other acts of dishonesty in
                           connection with any member of the Controlled Group or
                           their customers or vendors;

                  (v)      Executive is convicted or pleads guilty or nolo
                           contendre to criminal misconduct constituting a
                           felony or gross misdemeanor involving a breach of
                           ethics, moral turpitude or other immoral conduct
                           reflecting adversely upon the reputation or interests
                           of any member of the Controlled Group or their
                           customers or vendors or Executive becomes subject to
                           criminal sanctions that will prevent Executive from
                           performing his or her duties in the ordinary course
                           for a period of time that is likely to exceed 30
                           days;

                  (vi)     Executive's use of narcotics, liquor or illicit drugs
                           has had a continuing and demonstrable negative effect
                           on Executive's ability to perform his or her duties
                           or responsibilities to the members of the Controlled
                           Group; or

                  (vii)    Executive is in default under any agreement between
                           Executive and the members of the Controlled Group or
                           Executive refuses to execute and deliver

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                           any lawful agreement that the Company generally
                           requires Executive's peer executives to sign.

II.      Conditions.

         (a)      The Company's obligations under Section 1 are subject to the
following conditions:

                  (i)      Following the Separation Date, Executive must exhibit
                           professionalism in support of the Company's goals
                           when dealing with the Company's employees, the
                           customers and potential customers of the Controlled
                           Group and Executive's acquaintances;

                  (ii)     Executive must supply the members of the Controlled
                           Group with reasonable transition support for 30 days
                           following the Separation Date with respect to the
                           customers, potential customers and employees of the
                           Controlled Group to the extent requested by
                           management of the Company;

                  (iii)    Executive must not disparage the members of the
                           Controlled Group or their management during the
                           Payment Period;

                  (iv)     Executive must comply with this Agreement; and

                  (v)      Executive must have executed the Release form
                           attached as Exhibit A and delivered the same to the
                           Company within 15 days of the Separation Date and
                           must not rescind the Release during the Rescission
                           Period.

         (b)      In no event shall any amounts be payable under this Agreement
if the "Effective Date" should occur under that certain Change in Control
Agreement, dated November 4, 2002 (the "Change in Control Agreement"), by and
between Executive and the Company, or if Executive shall become entitled to
payments pursuant to Section IV (H) of that Agreement prior to any Effective
Date, in either of which events Executive's entitlement to separation benefits
shall be determined solely by reference to the Change in Control Agreement and
this Agreement shall be wholly null and void. This Agreement is expressly made
subject to Section XI (F) of the Change in Control Agreement.

III.     Fringe Benefits.

Any and all benefits or other forms of compensation to Executive (such as the
disposition of any options held by Executive, the balance of Executive's account
under the Company's Employee Stock Purchase or Deferred Compensation or 401(k)
Plans and accrued vacation pay) shall be governed by the rules applicable to
such plans and programs, as the same are in effect on the Separation Date;
provided, however, that the payments set forth in this Agreement are Executive's
sole entitlement to severance pay and Executive shall not also be entitled to
receive payment under the Company's standard severance programs.

IV.      Non-Competition.

         (a)      As an essential inducement to the Company to enter into this
Agreement, and as consideration for the promises of the Company contained
herein, Executive agrees that during the Payment Period, he or she will not:

                  (i)      Control or own (directly or indirectly) more than two
                           percent of the outstanding capital stock of or other
                           equity interest in any "Competitor;" or

                  (ii)     Serve as an officer, member, director, contractor,
                           agent, consultant, advisor or employee of or to any
                           Competitor wherever located;

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                  (iii)    As used herein, "Competitor" shall mean any entity
                           engaged in the business of (i) processing debit, ATM
                           or EBT transactions or providing software that allows
                           others to process such transactions, (ii) providing
                           data-based risk management, decision support or
                           customer relationship management products and
                           services (including any check guarantee product),
                           (iii) managing or deploying networks of ATMs or (iv)
                           providing business process outsourcing services (such
                           as call centers or accounts receivable or payable
                           processing). Without limiting the generality of the
                           foregoing, "Competitors" shall include Equifax,
                           Experian, TransUnion, First Data Corporation, Concord
                           EFS, M&I, EDS and Total System Services and their
                           respective subsidiaries.

         (b)      Executive agrees that a breach by him or her of any of the
terms of this Agreement will cause great and irreparable injury and damage to
the Controlled Group and that the members of the Controlled Group shall have a
right to equitable relief, including, but not limited to, a temporary
restraining order, preliminary injunction, permanent injunction and/or order of
specific performance, as a remedy to enforce this Agreement or prevent a
threatened or potential breach of this Agreement by Executive. In addition, the
Company will be immediately relieved of any further obligations under Section 1
if Executive should breach this Section 4.

V.       Miscellaneous.

         (a)      Executive may not assign or delegate any of Executive's rights
or obligations in respect of this agreement and any attempted assignment or
delegation shall be void and of no effect. This Agreement is binding upon and
enforceable by the Company and the other members of the Controlled Group and
their respective successors and assigns. This Agreement (but not the Release),
including the Company's payment obligations hereunder, will terminate upon the
death of Executive. This Agreement is governed by the substantive laws of the
State of Delaware, without regard to its conflicts of law rules.

         (b)      This Agreement is intended to supercede and replace any other
prior severance agreements or arrangements between the parties, which agreements
and arrangements will, as of the execution of this Agreement by Executive and
the Company, be null and void and of no further force and effect. This Agreement
shall not, however, supercede or replace any Confidentiality Agreement between
Executive and any member of the Controlled Group or the Change in Control
Agreement, and each of such agreements shall remain in full force and effect.

         (c)      The failure of a party to insist upon strict compliance with
any of the terms, conditions or covenants expressed in this Agreement shall not
be deemed a waiver of such term, condition or covenant, or any other term,
condition or covenant, nor shall any waiver or relinquishment of any right or
power under this Agreement on one or more times be deemed a waiver or
relinquishment of such right or power or any other right or power at any other
time or times.

         (d)      Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

         (e)      This Agreement may be executed in one or more counterparts,
any one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same instrument.

         (f)      Executive has been informed that the terms of this Agreement
will be open for acceptance and execution by Executive until December 31, 2002
during which time Executive may consider whether or not to accept this Agreement
and consult with an attorney of Executive's choosing to advise Executive
regarding the same. If Executive does not execute and deliver this Agreement by
such date, the offer contained herein shall be wholly null and void.

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IN WITNESS WHEREOF, Executive and the Company have hereunto set their hands as
of the dates set forth below.

                                    EXECUTIVE

                                    /s/ Clyde L. Thomas
                                    -----------------------------------------
                                    Clyde L. Thomas

                                    eFUNDS CORPORATION

                                    /s/ Paul F. Walsh
                                    -----------------------------------------
                                    Paul F. Walsh
                                    Chief Executive Officer and
                                    Chairman of the Board

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                                                                       EXHIBIT A

                                     RELEASE

         WHEREAS, Clyde L. Thomas ("Executive") is an employee of eFunds
Corporation, a Delaware corporation (the "Company");

         WHEREAS, Executive's employment with the Company has been terminated
effective as of _______, ______ (the "Separation Date");

         WHEREAS, Executive and the Company have previously entered into that
certain Executive Transition Assistance Agreement, dated as of November 4, 2002
(the "Transition Agreement"), pursuant to which the Company has agreed to make
certain payments to Executive following the termination of his or her
employment; and

         WHEREAS, it is a condition to the Company's obligation to make the
payments provided for in the Transition Agreement that Executive execute,
deliver and not rescind this Release.

         NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, Executive and the
Company hereby agree as follows:

         1.       Release.

                  (a)      As consideration for the promises of the Company
contained in the Transition Agreement, Executive, for himself and his successors
and assigns, hereby fully and completely releases and waives any and all claims,
complaints, rights, causes of action or demands of whatever kind, whether known
or unknown or suspected to exist by Executive (collectively, "Claims") which he
has or may have against the Company and any company controlling, controlled by
or under common control with the Company (collectively with the Company, the
"Controlled Group") and their respective predecessors, successors and assigns
and all officers, directors, shareholders, employees and agents of those persons
and companies ("the Released Parties") arising out of or related to any actions,
conduct, promises, statements, decisions or events occurring prior to or on the
Separation Date (the "Released Matters"), including, without limitation, any
Claims based on or arising out of Executive's employment with the Controlled
Group and the cessation of that employment; provided, however, that such release
shall not operate to relieve the members of the Controlled Group of any
obligation to indemnify Executive against any Claims brought against Executive
by any third party by reason of Executive's status as an officer or employee of
the Controlled Group. As an essential inducement to Executive to enter into this
Agreement, and as consideration for the promises of Executive contained herein,
the Company, for itself and its successors, assigns and affiliates hereby fully
and completely releases and waives any and all Claims which it or they have or
may have against Executive arising out of or related to the Released Matters;
provided, however, that such release shall not operate to relieve Executive from
any obligation to reimburse the members of the Controlled Group for any
disbursements (such as travel and entertainment expenses) improperly charged by
Executive to such Group. Executive and the Company each further agree that they
will not, and will cause their affiliates not to, institute any legal
proceedings against the persons released by them in respect of any Claim nor
will they authorize any other party, whether governmental or otherwise, to seek
individual remedies on their behalf with respect to any Claim. Executive and the
Company agree that, by signing this Release, neither party is waiving any Claim
arising after the Separation Date or under the Transition Agreement.

                  (b)      Executive's release of Claims is intended to extend
to and include Claims of any kind arising Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. Sections 2000e et seq., the Age Discrimination in
Employment Act, 29 U.S.C. Sections 621 et seq., the Americans with Disabilities
Act, 42 U.S.C. Sections 12101 et seq., the Delaware Discrimination in Employment
Act, Del. Code Ann. Tit. 19, Sections 710-718, the Delaware Handicapped Persons
Employment Protections Act, Del. Code Ann. Tit. 19, Sections 720-728 and any
other federal, state or local statute, Executive Order or ordinance prohibiting
employment

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discrimination or otherwise relating to employment, as well as any claim for
breach of contract, wrongful discharge, breach of any express or implied
promise, misrepresentation, fraud, retaliation, violation of public policy,
infliction of emotional distress, defamation, promissory estoppel, equitable
estoppel, invasion of privacy or any other theory, whether legal or equitable.

                  (c)      Executive has been informed of Executive's right to
revoke this Release insofar as it extends to potential claims under the Age
Discrimination in Employment Act by informing the Company of Executive's intent
to revoke this Agreement within seven (7) calendar days following the execution
of this Release by Executive. Executive has further been informed and
understands that any such rescission must be in writing and hand-delivered to
the Company or, if sent by mail, postmarked within the applicable time period,
sent by certified mail, return receipt requested, and addressed as follows:

                                    eFunds Corporation
                                    Gainey Ranch Center II
                                    8501 N. Scottsdale Road
                                    Suite 300
                                    Scottsdale, AZ  85253
                                    Attention:  General Counsel

The Company and Executive agree that if Executive exercises Executive's right of
rescission, under this Section (c), the Company's obligations under Section 1 of
the Transition Agreement shall be null and void.

         2.       Miscellaneous.

                  (a)      Executive may not assign or delegate any of
Executive's rights or obligations in respect of this agreement and any attempted
assignment or delegation shall be void and of no effect. This agreement is
binding upon and enforceable by the Company and the other members of the
Controlled Group and their respective successors and assigns and inures to the
benefit of Executive and Executive's, heirs and executors. This agreement is
governed by the substantive laws of the State of Delaware, without regard to its
conflicts of law rules.

                  (b)      The failure of a party to insist upon strict
compliance with any of the terms, conditions or covenants expressed in this
Agreement shall not be deemed a waiver of such term, condition or covenant, or
any other term, condition or covenant, nor shall any waiver or relinquishment of
any right or power under this Agreement on one or more times be deemed a waiver
or relinquishment of such right or power or any other right or power at any
other time or times.

                  (c)      Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

                  (d)      This Agreement may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
instrument.

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         IN WITNESS WHEREOF, the Company and Executive have hereunto set their
hands to this Release as of the dates set forth below.

                                                eFUNDS CORPORATION

    Dated:                                      By: _________________________
                                                Its _________________________

    Dated:                                      _____________________________
                                                Clyde L. Thomas

    STATE OF ___________)

    County of ____________)

    Subscribed and sworn before me
    this ___ day of ___________, ____.

    _____________________________________       seal
    Notary Public, State of _____________
    My Commission expires:_______________

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