Exhibit 4.1


 


ACI
WORLDWIDE, INC.


 


1999
EMPLOYEE STOCK PURCHASE PLAN


 


(as amended and restated by the Stockholders on
February 20, 2001 and on March 9, 2004  and as amended by the
Compensation Committee on March 8, 2005 and as amended and restated by the
Stockholders on July 24, 2007)


 

















 


ACI
WORLDWIDE, INC.


 


1999
Employee Stock Purchase Plan


 


(as amended and restated by the Stockholders on
February 20, 2001 and on March 9, 2004 and as and as amended by the
Compensation Committee on March 8, 2005 and as amended and restated by the
Stockholders on July 24, 2007)


 


Section 1.  Purpose.  The purpose of the ACI Worldwide, Inc.
Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity to
current employees of ACI Worldwide, Inc., a Delaware corporation formerly
known as Transaction Systems Architects, Inc. (the “Company”), or any
Participating Subsidiary of the Company to purchase its Common Stock.  By encouraging such stock ownership, the
Company seeks to attract, retain and motivate such employees to devote their
best efforts to the financial success of the Company.  It is intended that the Plan qualify as an “employee
stock purchase plan” under Section 423 of the Internal Revenue Code of
1986, as amended (the “Code”).  In
addition, the Plan authorizes the grant of Options and issuance of Common Stock
which do not qualify under Section 423 of the Code pursuant to sub-plans
adopted by the Committee designed to achieve desired tax or other objectives in
particular locations outside the United States.


 


Section 2.  Definitions.  For purposes of the Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context.


 


2.01.                “Base Pay” shall
mean the monthly pay rate of a salaried Employee or the hourly pay rate of an
hourly Employee. Base Pay shall not include payments for overtime, allowances,
bonuses and other special payments, commissions and other marketing incentive
payments.


 


2.02.                “Board of Directors”
shall mean the Board of Directors of the Company.


 


2.03.                “Committee”
shall mean the committee of the Board of Directors referred to in Section 5
hereof.


 


2.04.                “Common Stock”
shall mean the Common Stock of the Company.


 


2.05.                “Employee” shall
mean any person, including any officer or employee-director of the Company or
any Participating Subsidiary of the Company, who is actively and customarily
employed for 20 hours or more per week by the Company or a Participating
Subsidiary of the Company.


 


2.06.                “Fair Market Value”
shall mean the closing price (last trade) on the date in question, as such
price is reported by the National Association of Securities Dealers on the
NASDAQ National Market or any successor system for a share of Common Stock.


 


2.07.                “Offering” shall
have the meaning described in Section 4.01.


 


2.08.                “Option” shall
mean any option to purchase Common Stock granted to an Employee pursuant to
this Plan.


 


2.09.                “Participant”
shall mean any Employee that is eligible to participate in the Plan in
accordance with Section 3 and who elects to participate in the Plan.


 


2.10.                “Participating Subsidiary
of the Company” means any Subsidiary of the Company that has been
designated by the Board of Directors as eligible to participate in the Plan
with respect to its Employees.


 


2.11.                “Participation Period”
shall mean the period beginning on May 1, 2008 and ending on April 30,
2018 and each three-month period thereafter during the term of the Plan. There
shall be forty Participation Periods during the term of the Plan.


 


2.12.                “Subsidiary of the Company”
means any foreign or U.S. domestic corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations 


 

















 


other than the
last corporation in the unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.


 


Section 3.  Eligibility and
Participation.  The following
provisions shall govern the eligibility of Employees to participate in the
Plan.


 


3.01.                Eligibility. 
Any Employee who shall have completed three months of employment with
the Company or any Participating Subsidiary of the Company shall be eligible to
participate in the Offering as of the first day of the next Participation
Period.  The Committee may also determine
that a designated group of highly compensated Employees are ineligible to
participate in the Plan so long as the excluded category fits within the
definition of “highly compensated employee” in Code Section 414(q).  The Committee may impose restrictions on
eligibility and participation of Employees who are officers or directors to
facilitate compliance with federal or state securities laws or foreign laws.


 


3.02.                Restrictions on Participation. 
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an Option under the Plan:


 


(a)                   if, immediately after such grant, such Employee would
own stock possessing five percent or more of the total combined voting power or
value of all classes of stock of the Company or any Subsidiary of the Company,
such ownership to be determined by applying the rules of Section 424(d) of
the Code and treating stock which the Employee may purchase under outstanding
options as stock owned by the Employee; or


 


(b)                   which would permit his or her rights to purchase stock
under the Plan (and under any other plans of the Company or any Subsidiary of
the Company qualifying under Section 423 of the Code) to accrue at a rate
which exceeds the lesser of (i) 10% of the Employee’s Base Pay or (ii) $25,000
of fair market value of the stock (determined on the basis of the fair market
value of the stock at the time such Option is granted) for each calendar year
in which such Option is outstanding.


 


3.03.                Commencement of Participation. 
A Participant may elect to participate by executing the enrollment form
prescribed for such purpose by the Committee which enrollment form may include
an application for an account with the Company’s designated broker.  The enrollment form shall be filed with the
Committee at any time prior to the first day of the next Participation
Period.  The Participant shall designate
on the enrollment form the percentage of his or her Base Pay which he or she
elects to have withheld for the purchase of Common Stock, which may be any
whole percentage from 1% to 10%.  Once
enrolled, a Participant will continue to participate in the Plan for each
succeeding Participation Period until he or she terminates participation or
ceases to qualify as an Employee.


 


Section 4.  Common Stock Subject to
the Plan.


 


4.01.                Number of Shares. 
The total number of shares of Common Stock for which Options may be
granted under this Plan shall not exceed in the aggregate 1,500,000 (one
million five hundred thousand) shares of Common Stock. The Plan, as amended by
the stockholders on July 24, 2007, will be implemented by an Offering of
shares of Common Stock (the “Offering”). The Offering under the Plan, as
amended, shall begin on May 1, 2008 and shall terminate on April 30,
2018.


 


4.02.                Reissuance. 
The shares of Common Stock that may be subject to Options granted under
this Plan may be either authorized and unissued shares of Common Stock or
shares of Common Stock reacquired at any time and now or hereafter held as
treasury stock of the Company as the Committee may determine.  In the event that any outstanding Option
expires or is terminated for any reason, the shares allocable to the
unexercised portion of such Option may again be subject to an Option granted
under this Plan.


 


Section 5.  Administration of the Plan.


 


5.01.                Committee. 
The Plan shall be administered by the Compensation Committee of the
Board of Directors, or such other committee established by the Board of
Directors (the “Committee”) consisting of no less than two persons.  The Committee shall be appointed from time to
time by, and shall serve at the pleasure of, the Board of Directors.


 

















 


5.02.                Interpretation. 
The Committee shall be authorized (i) to interpret the Plan and
decide any matters arising thereunder, and (ii) to adopt such rules,
regulations and procedures, not inconsistent with the provisions of the Plan,
as it may deem advisable to carry out the purpose of this Plan.


 


5.03.                Finality. 
The interpretation and construction by the Committee of any provision of
the Plan, any Option granted hereunder or any agreement evidencing any such
Option shall be final, conclusive and binding upon all parties.


 


5.04.                Voting by Committee Members. 
Only members of the Committee shall vote on any matter affecting the
administration of the Plan or the granting of Options under the Plan.


 


5.05.                Expenses. 
All expenses and liabilities incurred by the Committee in the
administration of the Plan shall be borne by the Company.  The Committee may employ attorneys,
consultants, accountants or other persons in connection with the administration
of the Plan.  The Company, and its
officers and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons.  No
member of the Board of Directors or the Committee shall be liable for any
action, determination or interpretation taken or made in good faith with
respect to the Plan or any Option granted hereunder.


 


5.06.                Non-U.S. Participation. 
The Committee may adopt rules or procedures relating to the
operation and administration of the Plan to accommodate the specific
requirements of local laws and procedures. 
Without limiting the generality of the foregoing, the Committee is
specifically authorized to adopt rules and procedures regarding handling
of payroll deductions, payment of interest, conversion of local currency,
payroll tax and withholding procedures which vary with local requirements.  With respect to any Participating Subsidiary
which employs Participants who reside outside of the United States, and
notwithstanding anything herein to the contrary, the Committee may in its sole
discretion amend or vary the terms of the Plan in order to conform such terms
with the requirements of local law or to meet the objectives and purpose of the
Plan, and the Committee may, where appropriate, establish one or more sub-plans
to reflect such amended or varied provisions which sub-plans may be designed to
be outside the scope of Code Section 423. 
The provisions of such sub-plans may take precedence over other
provisions of the Plan, with the exception of Section 4.01, but unless
otherwise superseded by the terms of such sub-plan, the provisions of the Plan
shall govern the operation of such sub-plan.


 


5.07                 Changing of Percentage.  
The percentage (i.e. 85%) provided for within Subsections 7.02(iii) and
7.03 herein may be changed by and at the sole discretion of the Committee,
without further approval of the Company’s Stockholders, to any whole percentage
that is not less than 85% and not greater than 100%; provided, however, that
the Committee shall provide all Participants with written notice of any such
change in advance of the Participation Period in which such change is to first
take effect.


 


Section 6.  Payroll Deductions.


 


6.01.                Amount of Deduction. 
At the time a Participant files his or her enrollment form authorizing
payroll deductions pursuant to Section 3.03, he or she shall elect to have
deductions made from his or her Base Pay on each payday during the time he or
she is a Participant in the Offering.


 


6.02.                Participant’s Account; No
Interest.  All payroll deductions made for a Participant
shall be credited to his or her account under the Plan.  A Participant may not make any separate cash
payment into such account.  No interest
shall accrue on amounts credited to a Participant’s account under the Plan,
regardless of whether or not the funds in such account are ultimately used to
acquire shares of Common Stock, unless required under local law.


 


6.03.                Changes in Payroll Deductions. 
A Participant may change the rate of payroll deductions, effective for
the next Participation Period, by filing a new enrollment form with the
Committee at any time prior to the first day of the Participation Period for
which such change is to be effective.  A
Participant may also discontinue his or her participation in the Plan by
notifying the Committee in accordance with the procedures established by the
Committee for such purpose.


 


6.04.                Use of Funds. 
All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions unless required under local
law.


 

















 


Section 7.  Grant of Option.


 


7.01.                Terms and Conditions. 
A description of the terms and conditions of the Plan shall be made
available to Participants in such form and manner as the Committee shall
approve.


 


7.02.                Number of Option Shares. 
On the first business day of each Participation Period during the term
of the Plan, each Participant shall be deemed to have been granted an Option,
subject to the limitations of Section 3.02, to purchase a maximum number
of shares of Common Stock during the Participation Period equal to the number
obtained by multiplying (i) the percentage of the Employee’s Base Pay for
that Participation Period which he or she has elected to have withheld pursuant
to Section 6.01 by (ii) the Employee’s Base Pay for that
Participation Period and dividing the resulting product by (iii) 85% of
the Fair Market Value of one share of Common Stock of the Company  on the last business day of that
Participation Period provided, however, that in no event shall the total number
of shares of Common Stock for which Options are granted exceed the number of
shares set forth in Section 4.01. 
If the total number of shares of Common Stock for which Options would
have been granted to Participants pursuant to the preceding sentence would have
exceeded the number of shares set forth in Section 4.01 (absent the
proviso in the preceding sentence), the Committee shall make a pro rata
allocation of the shares of Common Stock available for grant to Participants’
Options in such manner as it shall determine, in its sole discretion, to be
reasonably practicable, uniform and equitable.


 


7.03.                Option Price. 
The Option price per share of the Common Stock subject to an Option
shall be 85% of the Fair Market Value of one share of Common Stock on the last
business day of the applicable Participation Period.


 


7.04.                Interest in Option Stock.  A Participant shall have no interest in shares of
Common Stock covered by his or her Option until such Option has been exercised.


 


7.05.                Transferability. 
Neither payroll deductions credited to a Participant’s account nor
Options granted to a Participant shall be transferable other than by will or the
laws of descent and distribution and, during a Participant’s lifetime, an
Option shall be exercisable only by the Participant.


 


7.06.                Tax Withholding.  In the event that the Company or any Subsidiary of the
Company is required to withhold any Federal, state, local or foreign taxes in
respect of any compensation income realized by the Participant as a result of
any “disqualifying disposition” of any shares of Common Stock acquired upon
exercise of an Option granted hereunder, the Company or such Subsidiary of the
Company shall deduct from any payments of any kind otherwise due to such
Participant the aggregate amount of such Federal, state, local or foreign taxes
required to be so withheld or, if such payments are insufficient to satisfy
such Federal, state, local or foreign taxes, such Participant will be required
to pay to the Company or such Subsidiary of the Company, or make other
arrangements satisfactory to the Company or such Subsidiary of the Company
regarding payment to the Company or such Subsidiary of the Company of, the
aggregate amount of any such taxes.  All
matters with respect to the total amount of taxes to be withheld in respect of
any such compensation income shall be determined by the Committee in its sole
discretion.  Subject to approval by the
Committee, a Participant may elect to have such tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold
from shares of Common Stock to be acquired upon exercise of an Option, a number
of shares of Common Stock with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring
to the Company shares of Common Stock owned by the Participant with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.


 


Section 8.  Exercise of Options.


 


8.01.                Automatic Exercise. 
Unless a Participant gives written notice to the Company of withdrawal
pursuant to Section 9.01, his or her Option to acquire Common Stock with
payroll deductions credited to his or her account for any Participation Period
will be deemed to have been exercised automatically on the last business day of
the applicable Participation Period for the purchase of the number of full
shares of Common Stock which the accumulated payroll deductions credited to his
or her account at that time will purchase at the applicable Option price (but
not in excess of the number of shares of Common Stock for which Options 


 

















 


have been granted
to the Employee pursuant to Section 7.02), and any excess credited to his
or her account at that time will be carried forward to the next Participation
Period.


 


8.02.                Fractional Shares. 
Fractional shares will not be issued under the Plan and any accumulated
payroll deductions which would have been used to purchase fractional shares
will be carried over to the next following Participation Period.


 


8.03.                Delivery of Stock. 
As soon as reasonably practicable after each Participation Period, the
Company will deliver to the Participant’s account with the Company’s designated
broker, in such Participant’s name, the shares of Common Stock purchased upon
exercise of such Participant’s Option. 
It is a condition of participation in the Plan that each Participant
maintain an account with the broker designated by the Company.  The Company reserves the right to change its
designated broker from time to time in its sole discretion.


 


Section 9.  Withdrawal.


 


9.01.                In General.  A Participant may withdraw payroll deductions credited
to his or her account for a Participation Period under the Plan at any time
prior to the last business day of such Participation Period by giving written
notice to the Committee.  As soon as
reasonably practicable after receipt by the Committee of his or her notice of
withdrawal, the payroll deductions credited to the Participant’s account for
such Participation Period will be paid to him or her without interest (except
to the extent required by local law), and no further payroll deductions will be
made from his or her Base Pay for such Participation Period.


 


9.02.                Cessation of Employee Status. 
In the event a Participant shall cease to be an Employee during a
Participation Period for any reason, other than as a result of his or her
death, the payroll deductions credited to his or her account for such
Participation Period will be returned to him or her without interest (except to
the extent required by local law) as soon as reasonably practicable thereafter.


 


9.03.                Termination Due to Death. 
In the event a Participant shall cease to be an Employee during a
Participation Period by reason of his or her death, his or her legal
representative shall have the right to elect, by written notice to the Committee
prior to the last business day of the Participation Period:


 


(a)                   to withdraw all of the payroll deductions credited to
the Participant’s account under the Plan for such Participation Period without
interest (except to the extent required by local law), or


 


(b)                   to exercise the Participant’s Option for such
Participation Period with any excess in the Participant’s account after
exercise of the Option to be returned to the Participant’s legal
representative.


 


In the event that
no such written notice of election is duly and timely received by the
Committee, the Participant’s legal representative shall automatically be deemed
to have elected, pursuant to clause (b) above, to exercise the Participant’s
Option.


 


Section 10.  Adjustments.


 


10.01.              Changes In Capitalization. 
In the event that the outstanding shares of the Company’s Common Stock
shall be increased or decreased or changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of
another corporation, effected without the receipt of consideration by the
Company, through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, reverse stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Board of Directors shall appropriately adjust, subject to any required action
by the stockholders of the Company, (i) the number of shares of Common
Stock (and the Option price per share) subject to the unexercised portion of
any outstanding Option (to the nearest possible full share), provided, however,
that the limitations of Section 424 of the Code shall apply with respect
to such adjustments and (ii) the number of shares of Common Stock for
which Options may be granted under the Plan, as set forth in Section 4.01
hereof, and such adjustments shall be final, conclusive and binding for all
purposes of the Plan.  Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.


 

















 


10.02.              Acquisition, Merger, Sale of Assets, Dissolution or Liquidation.  Notwithstanding
the foregoing, in the event of (i) any offer or proposal to holders of the
Company’s Common Stock relating to the acquisition of their shares, including,
without limitation, through purchase, merger or otherwise, or (ii) any
transaction generally relating to the acquisition of substantially all of the
assets or business of the Company, or (iii) the dissolution or liquidation
of the Company, the Board of Directors may make such adjustment as it deems
equitable in respect of outstanding Options (and in respect of the shares of
Common Stock for which Options may be granted under the Plan), including,
without limitation, the revision, cancellation, or termination of any
outstanding Options, or the change, conversion or exchange of the shares of the
Company’s Common Stock under outstanding Options (and of the shares of the
Company’s Common Stock for which Options may be granted under the Plan) into or
for securities or other property of another corporation.  Any such adjustments by the Board of
Directors shall be final, conclusive and binding for all purposes of the Plan.


 


Section 11.  Effect of the Plan on
Employment Relationship. 
Neither this Plan nor any Option granted hereunder to a Participant
shall be construed as conferring upon such Participant any right to continue in
the employ of the Company or any Subsidiary of the Company as the case may be,
or limit in any respect the right of the Company or any Subsidiary of the
Company to terminate such Participant’s employment with the Company or any
Subsidiary of the Company, as the case may be, at any time.


 


Section 12.  Amendment of the
Plan.  The Board of Directors
may amend the Plan from time to time as it deems desirable in its sole
discretion without approval of the stockholders of the Company, except to the
extent stockholder approval is required by Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, applicable NASDAQ National Market or stock
exchange rules, applicable provisions of the Code, or other applicable laws or
regulations.


 


Section 13.  Termination of the
Plan.  The Board of Directors
may terminate the Plan at any time in its sole discretion. No Option may be
granted hereunder after termination of the Plan. The termination or amendment
of the Plan shall not alter or impair any rights or obligations under any
Option theretofore granted under the Plan in any material adverse way without
the consent of the affected Participant.


 


Section 14.  Governing Law.   The Plan and any and all Option agreements
executed in connection with the Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflict
of laws principles.


 


Section 15.  No Strict Construction.   No rule of strict construction shall be
applied against the Company, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any Option agreement, any
Option granted under the Plan, or any rule, regulation or procedure established
by the Committee.


 


Section 16.  Successors.   This Plan is binding on and will inure to
the benefit of any successor to the Company, whether by way of merger,
consolidation, purchase, or otherwise.


 


Section 17.  Severability.   If any provision of the Plan or an Option
agreement shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan or such
agreement, and the Plan and such agreement shall each be construed and enforced
as if the invalid provisions had never been set forth therein.


 


Section 18.  Plan Provisions Control.   Except as otherwise provided in Section 5.06,
the terms of the Plan govern all Options granted under the Plan, and in no
event will any Option be granted under the Plan which is contrary to any of the
provisions of the Plan.  In the event any
provision of any Option granted under the Plan shall conflict with any term in
the Plan as constituted on the grant date of such Option, the term in the Plan
as constituted on the grant date of such Option shall control except as
otherwise provided in Section 5.06.


 


Section 19.  Headings.   The headings used in the Plan are for
convenience only, do not constitute a part of the Plan, and shall not be deemed
to limit, characterize, or affect in any way any provisions of the Plan, and
all provisions of the Plan shall be construed as if no captions had been used
in the Plan.


 

















 


Section 20.  Effective Date of the Plan.  The Plan shall be submitted to the
stockholders of the Company for approval and ratification at the next regular
or special meeting thereof to be held after January 1, 1999.  Unless at such meeting the Plan is approved
and ratified by the stockholders of the Company, in the manner provided by the
Company’s By-Laws, then and in such event, the Plan shall become null and void
and of no further force and effect.  The
Plan, as amended by the stockholders on July 24, 2007, shall be effective
as of May 1, 2008 and shall continue in effect until April 30, 2018
unless sooner terminated under Section 13.