E XECUTIVE E MPLOYMENT A GREEMENT
This Executive Employment Agreement (the “Agreement”), dated March 31, 2006, is between C YBERSOURCE C ORPORATION
(the “Company”) and S COTT C RUICKSHANK (“Executive”).
I. POSITION AND RESPONSIBILITIES
A. Position . Effective April 3, 2006 (the “Effective Date”), Executive will be employed by the Company to serve as its
President and Chief Operating Officer, reporting to the Company’s Chief Executive Officer. Executive shall perform such duties
and responsibilities as are normally related to such positions in accordance with the standards of the industry, as well as any
additional duties now or hereafter assigned to Executive by the Company’s Chief Executive Officer or Board of Directors.
Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time in the Company’s sole
B. Other Activities . Except upon the prior written consent of the Company, Executive will not, during the term of this
Agreement, (i) accept any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not
pursued for pecuniary advantage) that might interfere with Executive’s duties and responsibilities hereunder or create a conflict
of interest with the Company.
C. No Conflict. Executive represents and warrants that Executive’s execution of this Agreement, employment with the
Company, and the performance of Executive’s proposed duties under this Agreement shall not violate any obligations
Executive may have to any other employer, person or entity, including any obligations with respect to proprietary or
confidential information of any other person or entity.
II. COMPENSATION AND BENEFITS
A. Salary. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a base
salary at the rate of Three Hundred Thousand Dollars ($300,000) per year less applicable withholdings and authorized
deductions (“Base Salary”). The Base Salary shall be