AMENDED AND RESTATED CHANGE IN
CONTROL SEVERANCE PAY AGREEMENT
THIS AMENDED AND RESTATED SEVERANCE PAY AGREEMENT is made as of
November 6, 2008, by and between Goldleaf Financial Solutions, Inc., a Tennessee corporation (hereinafter the
“Company”), and Dan Owens, a resident of the State of Georgia (the “Employee”).
WHEREAS, the Company previously has employed the Employee, either directly or through a wholly owned
WHEREAS, the Company recognizes that the Employee’s contribution to the Company’s growth and
success has been and continues to be substantial;
WHEREAS, the Company wishes to encourage the Employee to remain with and devote full time and
attention to the business affairs of the Company and wishes to provide income protection to the Employee for a
period of time in the event of a Change in Control of the Company; and
WHEREAS, the Company and Employee entered into a Change in Control Severance Pay Agreement dated
April 18, 2008, and the Company and Employee now desire to amend and restate that agreement in its entirety.
NOW, THEREFORE , in consideration of the mutual promises, covenants and agreements made herein,
the parties, intending to be legally bound hereby, agree as follows:
1. Severance Pay .
A. In the event there is a “Change in Control” of the ownership of the Company, and either (i) the
Company within twelve (12) months following such Change in Control, terminates Employee’s employment, or
Employee, upon not less than ninety (90) days prior written notice, terminates his employment, Employee shall be
entitled to receive as a severance payment in a lump sum an amount equal to 100% of his annual base salary (not
including incentive compensation or benefits). In addition, any earned but unpaid base salary, unpaid incentive
compensation from prior years, and accrued vacation will be paid.
B. A “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be made an