EXHIBIT 99.3
RAMIUS CAPITAL GROUP, L.L.C. BARINGTON CAPITAL GROUP, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 26TH FLOOR ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
April __, 2006
____________________
____________________
____________________
____________________
Dear Mr. ___________:
This letter sets forth our mutual agreement with respect to compensation
to be paid to you for your agreement to be named and serve as a nominee of a
group of investors (the "Ramius Group") led by Ramius Capital Group, L.L.C.
("Ramius") for election as a director of S1 Corporation (the "Company") at the
Company's 2006 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting").
1. CASH PAYMENT; PROFIT PARTICIPATION. In consideration of your
agreement to be named and serve as nominee of the Ramius Group for
election as a director of the Company at the Annual Meeting, the
undersigned hereby agree to (i) pay you $5,000 in cash upon the
Ramius Group submitting a letter to the Company nominating you for
election as a director of the Company (with such payment to be made
as soon as reasonably practicable after you have been nominated) and
(ii) in the event the Ramius Group files a definitive proxy
statement with the U.S. Securities and Exchange Commission (the
"Proxy Statement") relating to a solicitation of proxies in favor of
your election as a director of the Company at the Annual Meeting
(the date of such filing being hereinafter referred to as the "Proxy
Filing Date"), to allow you to receive a profit participation with
respect to the sale by ▇▇▇▇▇▇, Barington, or their respective
affiliates, as the case may be, of the last $20,000 worth of shares
of the Company's common stock (the "Participation Shares")
beneficially owned by either ▇▇▇▇▇▇ or Barington to a third party
unaffiliated with any member of the Ramius Group. The number of
Participation Shares shall be determined by dividing $20,000 by the
closing price of the Company's common stock on the Proxy Filing Date
(the "Proxy Date Closing Price"). Your profit participation shall
entitle you to receive a cash payment equal to the amount, if any,
by which the proceeds received by ▇▇▇▇▇▇, Barington, or their
respective affiliates, as the case may be, from the sale of the
Participation Shares exceeds $20,000 in the aggregate (the
"Contingent Payment"). All payments under this Paragraph 1 shall be
made by ▇▇▇▇▇▇ and Barington pro rata based on the number of shares
of common stock of the Company beneficially owned by each of them as
of the date hereof. The parties agree that the payment obligations
of ▇▇▇▇▇▇ and Barington hereunder shall be several (pro rata based
on ▇▇▇▇▇▇' and ▇▇▇▇▇▇▇▇▇'▇ respective beneficial ownership of shares
of the Company's common stock as of the date hereof) and not joint.
2. RIGHTS AS A STOCKHOLDER. Your right to receive the Contingent
Payment shall not entitle you to any rights as a stockholder of the
Company, including, without limitation, any voting rights or
disposition rights with respect to the Participation Shares.
3. FORFEITURE OF PROFIT PARTICIPATION. The profits related to the
Participation Shares will be paid to you in all circumstances upon
and subject to the sale of the Participation Shares except (i) if
you are not named in the Proxy Statement or if you withdraw your
consent to serve as a director nominee of the Ramius Group after the
filing of the Proxy Statement, (ii) if elected to the Company's
Board of Directors, you voluntarily cease to serve as a director of
the Company prior to the expiration of your term, (iii) if you are
in breach of your obligations under the indemnification agreement
between us.
4. NON-TRANSFERABILITY. Your right to the profits related to the
Participation Shares is non-transferable.
5. ENTIRE AGREEMENT. AMENDMENT. This letter agreement contains the
entire agreement between you and the undersigned and supersedes
other oral and written agreements previously entered into by you and
the undersigned concerning the same subject matter. This letter
agreement may be modified or rescinded only with the written consent
of both parties.
6. GOVERNING LAW. The validity, interpretation, construction and
performance of this letter agreement shall be governed by the laws
of the State of New York, without regard to its principles of
conflict of laws, and by applicable laws of the United States. The
parties hereto consent to the jurisdiction of the New York State and
United States courts located in New York County, New York for the
resolution of any disputes hereunder and agree that venue shall be
proper in any such court notwithstanding any principle of forum non
conveniens and that service of process on the parties hereto in any
proceeding in any such court may be effected in the manner provided
herein for the giving of notices. The parties hereto waive trial by
jury in respect of any such proceeding.
7. BINDING EFFECT. This letter agreement shall bind and inure to the
benefit of you and your heirs, successors and assigns. If either
Ramius or Barington transfers all of the Company's common stock
owned by either to an affiliate, Ramius or Barington, as the case
may be, as a condition thereof, shall cause such affiliate to assume
the obligations of Ramius and Barington under this letter agreement.
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8. COUNTERPARTS. This letter agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which, taken
together, shall constitute one and the same instrument.
RAMIUS CAPITAL GROUP, L.L.C.
By: ______________________________________
Name:
Title:
BARINGTON CAPITAL GROUP, L.P.
By: ______________________________________
Name;
Title:
Accepted and Agreed to:
__________________________________________
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