Exhibit 10.1


 


ACI WORLDWIDE, INC.


 


Nonqualified
Stock Option Agreement - Employee


 


2005
Equity and Performance Incentive Plan


(Amended
by the Stockholders July 24, 2007)


 


This Stock Option
Agreement (the “Option Agreement”) is made as of                         ,
by and between ACI Worldwide, Inc., a Delaware corporation (the “Corporation”),
and [                                    ],
an employee of the Corporation or its Subsidiaries (the “Optionee”).


 


WHEREAS, the Board of
Directors of the Corporation has duly adopted, and the stockholders of the
Corporation have approved, the 2005 Equity and Performance Plan, as amended
(the “Plan”), which Plan authorizes the Corporation to grant to eligible
individuals options for the purchase of shares of the Corporation’s Common
Stock (the “Stock”); and


 


WHEREAS, the Board of
Directors of the Corporation has determined that it is desirable and in the
best interests of the Corporation and its stockholders to grant the Optionee an
option to purchase a certain number of shares of Stock, in order to provide the
Optionee with an incentive to advance the interests of the Corporation, all
according to the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, the
parties hereto do hereby agree as follows:


 


1.                            GRANT
OF NON-QUALIFIED STOCK OPTION


 


Subject to the
terms of the Plan, the Corporation hereby grants to the Optionee the right and
option (the “Option”) to purchase from the Corporation, on the terms and
subject to the conditions set forth in this Option Agreement, [                    ] shares of Stock (the “Option Shares”).  The Date of Grant of this Option is                             .  This Option shall not constitute an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).


 


2.                            TERMS
OF PLAN


 


The Option granted
pursuant to this Option Agreement is granted subject to the terms and
conditions set forth in the Plan, a copy of which has been delivered to the
Optionee.  All terms and conditions of
the Plan, as may be amended from time to time, are hereby incorporated into
this Option Agreement by reference and shall be deemed to be a part of this Option
Agreement, without regard to whether such terms and conditions (including, for
example, provisions relating to certain changes in capitalization of the
Corporation) are otherwise set forth in this Option Agreement.  In the event that there is any inconsistency
between the provisions of this Option Agreement and of the Plan, the provisions
of the Plan shall govern.  Capitalized
terms used herein that are not otherwise defined shall have the meaning
ascribed to them in the Plan.


 


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3.                            EXERCISE PRICE


 


The exercise price
for the shares of Stock subject to the Option granted by this Option Agreement
is $              
per share (the “Exercise Price”).


 


4.                            EXERCISE
OF OPTION


 


Subject to the provisions
of the Plan and subject to the earlier expiration or termination of this Option
in accordance with its terms, the Option granted pursuant to this Option
Agreement shall be exercisable only as follows:


 


4.1                               Time of Exercise of Option


 


4.1.1                      The Option shall become exercisable with
respect to the Option Shares only as follows: 
One-quarter of the Option Shares ([                ]
Option Shares) shall become exercisable on each of the first four anniversaries
of the Date of Grant if the Optionee shall have remained in the continuous
employ of the Corporation or any of its Subsidiaries as of each such date.


 


4.1.2                      Notwithstanding Section 4.1.1 above, in
accordance with the provisions of the Plan, if the Optionee ceases to be an
employee of the Corporation or a Subsidiary of the Corporation by reason of
Disability (as defined in Section 4.3.2 below), the unexercised portion of
any Option held by such Optionee at that time will become immediately vested
and will be exercisable until terminated in accordance with Section 4.3
below.


 


4.1.3                      Notwithstanding Section 4.1.1
above, in accordance with the provisions of the Plan, if the Optionee dies
while employed by the Corporation or a Subsidiary of the Corporation (or dies
within a period of one month after ceasing to be an employee for any reason
other than Disability or within a period of one year after ceasing to be an
employee by reason of Disability), the unexercised portion of any Option held
by such Optionee at the time of death will become immediately vested and will
be exercisable until terminated in accordance with Section 4.3 below.


 


[4.1.4                  Notwithstanding Section 4.1.1 above, in
accordance with the provisions of the Plan, the Option granted under this
Option Agreement shall become immediately exercisable upon the occurrence, after
the Date of Grant, of a Change in Control (as defined in Section 10 below)
if the Optionee is an employee of the Corporation or any Subsidiary on the date
of the consummation of such Change in Control.]


 


4.2                               Limitations


 


The portion of the Option
that has not become exercisable as of the date of the Optionee’s termination of
employment with the Corporation or any of its Subsidiaries for any reason shall
automatically terminate as of the date of the Optionee’s termination of
employment with the 


 


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Corporation or its
Subsidiaries and shall not become exercisable after such termination.  To the extent the Option is exercisable, it
may be exercised, in whole or in part; provided, that no single exercise
of the Option shall be for less than 100 shares, unless at the time of the
exercise, the maximum number of shares available for purchase under this Option
is less than 100 shares.  In no event
shall the Option be exercised for a fractional share.


 


4.3                               Termination of Option


 


This Agreement and
the Option granted hereby shall terminate automatically and without further
notice on the earliest of the following dates:


 


4.3.1                       90 calendar days from the date of the Optionee’s termination of
employment with the Corporation or a Subsidiary for any reason other than death
or Disability (as defined below);


 


4.3.2                       one year after the Optionee’s permanent and total disability as defined
in Section 22(e)(3) of the Code (“Disability”);


 


4.3.3                       one year after the Optionee’s death, if such death occurs (i) while
the Optionee is employed by the Corporation or a Subsidiary, (ii) within
the 90-day period following the Optionee’s termination of employment for any
reason other than Disability; or (iii) within the one-year period
following the Optionee’s termination of employment by reason of the Optionee’s
Disability; or


 


4.3.4                       ten years from the Date of Grant.


 


The Corporation shall have the authority to determine
the date an Optionee ceases to be an employee by reason of Disability.  In the case of death, the Option may be
exercised by the executor or administrator of the Optionee’s estate or by any
person or persons who shall have acquired the Option directly from the Optionee
by bequest or inheritance.  The Optionee
shall be deemed to be an employee of the Corporation or any Subsidiary if on a
leave of absence approved by the Board of Directors of the Corporation and the
continuous employment of the Optionee with the Corporation or any of its
Subsidiaries will not be deemed to have been interrupted, and the Optionee shall
not be deemed to have ceased to be an employee of the Corporation or its
Subsidiaries, by reason of the transfer of the Optionee’s employment among the
Corporation and its Subsidiaries.


 


4.4                               Limitations on Exercise of Option


 


In no event may the Option
be exercised, in whole or in part, after the occurrence of an event which
results in termination of the Option, as set forth in Section 4.3
above.  The Option shall not be
exercisable if and to the extent the Corporation determines such exercise or
method of exercise would violate applicable securities laws, the rules and
regulations of any securities exchange or quotation system on which the Stock
is listed, or the Corporation’s policies and procedures.


 


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4.5                               Method of Exercise of Option


 


4.5.1                      To the extent then
exercisable, the Option may be exercised in whole or in part by written notice
to the Corporation stating the number of shares for which the Option is being
exercised and the intended manner of payment. 
The date of such notice shall be the exercise date.  Payment equal to the aggregate Exercise Price
of the shares shall be payable (i) in cash in the form of currency or
check or other cash equivalent acceptable to the Corporation, (ii) by
actual or constructive transfer to the Corporation of nonforfeitable,
outstanding shares of Stock that have been owned by the Optionee for at least
six months prior to the date of exercise, 
(iii) by any combination of the foregoing methods of payment or (iv) in
accordance with such other method or manner as set forth below.


 


                (A)          Cash Exercise (to exercise and retain the Option
Shares):  Subject to the terms and
conditions of this Option Agreement and the Plan, the Option may be exercised
by delivering written notice of exercise to the Corporation, at its principal
office, addressed to the attention of Stock Plan Administration, or to the
agent/broker designated by the Corporation, which notice shall specify the
number of shares for which the Option is being exercised, and shall be
accompanied by payment in full of the Exercise Price of the shares for which
the Option is being exercised plus the full amount of all applicable
withholding taxes due on the Option exercise. 
Payment of the Exercise Price for the shares of Stock purchased pursuant
to the exercise of the Option shall be made either in cash or by certified
check payable to the order of the Corporation. 
If the person exercising the Option is not the Optionee, such person
shall also deliver with the notice of exercise appropriate proof of his or her
right to exercise the Option, as the Corporation may require in its sole
discretion.  Promptly after exercise of
the Option as provided for above, the Corporation shall deliver to the person
exercising the Option a certificate or certificates for the shares of Stock
being purchased.


 


                (B)           Same-Day-Sale Exercise (to exercise and immediately
sell all the Option Shares):  Subject
to the terms and conditions of this Option Agreement and the Plan, the Option
may be exercised by delivering written notice of exercise to the agent/broker
designated by the Corporation, which notice shall specify the number of shares
for which the Option is being exercised and irrevocable instructions to
promptly (1) sell all of the shares of Stock to be issued upon exercise
and (2) remit to the Corporation the portion of the sale proceeds
sufficient to pay the Exercise Price for the shares of Stock purchased pursuant
to the exercise of the Option and all applicable taxes due on the Option exercise.  The agent/broker shall request issuance of
the shares and immediately and concurrently sell the shares on the Optionee’s
behalf.  Payment of the Exercise Price
for the shares of Stock purchased pursuant to the exercise of the Option, any
brokerage fees, transfer fees, and all applicable taxes due on the Option
exercise, shall be deducted from the proceeds of the sale of the shares.  If the person exercising the Option is not
the Optionee, such person shall also deliver with the notice of exercise appropriate
proof of his or her right to exercise the Option, as the Corporation may
require in its sole discretion.  Promptly
after exercise of the 


 


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Option as provided
for above, the agent/broker shall deliver to the person exercising the Option
the net proceeds from the sale of the shares of Stock being exercised and sold.


 


                                                                (C)           Sell-to-Cover Exercise (to exercise and immediately
sell a portion of the Option Shares): 
Subject to the terms and conditions of this Option Agreement and the
Plan, the Option may be exercised by delivering written notice of exercise to
the agent/broker designated by the Corporation, which notice shall specify the
number of shares for which the Option is being exercised and irrevocable
instructions to promptly (1) sell the portion (which must be a whole
number) of the shares of Stock to be issued upon exercise sufficient to
generate proceeds to pay the Exercise Price for the shares of Stock purchased
pursuant to the exercise of the Option, any brokerage or transfer fees, and all
applicable taxes due on the Option exercise (collectively the “Exercise Costs”)
and (2) remit to the Corporation a sufficient portion of the sale proceeds
to pay the Exercise Price for the shares of Stock purchased pursuant to the
exercise of the Option and all applicable taxes due on the Option
exercise.  The agent/broker shall request
issuance of the shares and immediately and concurrently sell on the Optionee’s
behalf only such number of the Shares as is required to generate proceeds
sufficient to pay the Exercise Costs. 
Promptly after exercise of the Option as provided for above, the
Corporation shall deliver to the person exercising the Option a certificate for
the shares of Stock issued upon exercise which are not sold to pay the Exercise
Costs.  Promptly after exercise of the
Option as provided for above, the agent/broker shall deliver to the person
exercising the Option any net proceeds from the sale of the Shares in excess of
the Exercise Costs.  If the person
exercising the Option is not the Optionee, such person shall also deliver with
the notice of exercise appropriate proof of his or her right to exercise the
Option, as the Corporation may require in its sole discretion.


 


4.5.2                       As soon as practicable
upon the Corporation’s receipt of the Optionee’s notice of exercise and
payment, the Corporation shall direct the due issuance of the shares so
purchased.


 


4.5.3                       As a further condition
precedent to the exercise of this Option in whole or in part, the Optionee
shall comply with all regulations and the requirements of any regulatory
authority having control of, or supervision over, the issuance of the shares of
Stock and in connection therewith shall execute any documents which the Board
shall in its sole discretion deem necessary or advisable.


 


4.6                                         Forfeiture
and Right to Recoupment.


 


Notwithstanding anything contained herein to the contrary, by accepting
this Option, Optionee understands and agrees that if (a) the Corporation
is required to restate its consolidated financial statements because of
material noncompliance due to irregularities with the federal securities laws,
which restatement is due, in whole or in part, to the misconduct of Optionee,
or (b) it is determined that the Optionee has otherwise engaged in
misconduct (whether or not such misconduct is discovered by the Corporation
prior to the termination of Optionee’s 


 


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employment), the Board of Directors or a committee thereof (in each
case, the “Board”) may take such action with respect to the Option as the
Board, in its sole discretion, deems necessary or appropriate and in the best
interest of the Corporation and its stockholders.  Such action may include, without limitation,
causing the forfeiture or cancellation of the unvested and/or vested portion of
the Option and the recoupment of any proceeds from the exercise or vesting of
the Option and/or the sale of Option Shares issued pursuant to this
Agreement.  For purposes of this Section 4.6,
“misconduct” shall mean a deliberate act or acts of dishonesty or misconduct
which either (i) were intended to result in substantial personal enrichment to
the Optionee at the expense of the Corporation or (ii) have a material adverse
effect on the Corporation.  Any
determination hereunder, including with respect to Optionee’s misconduct, shall
be made by the Board in its sole discretion. 
Notwithstanding any provisions herein to the contrary, Optionee
expressly acknowledges and agrees that the rights of the Board set forth in
this Section 4.6 shall continue after Optionee’s employment with the
Corporation is terminated, whether termination is voluntary or involuntary,
with or without cause, and shall be in addition to every other right or remedy
at law or in equity that may otherwise be available to the Corporation.


 


5.                            TRANSFERABILITY
OF OPTIONS


 


During the
lifetime of an Optionee, only such Optionee (or, in the event of legal
incapacity or incompetency, the Optionee’s guardian or legal representative)
may exercise the Option.  No Option shall
be assignable or transferable by the Optionee to whom it is granted, other than
by will or the laws of descent and distribution.


 


6.                            COMPLIANCE
WITH LAW


 


The Corporation shall
make reasonable efforts to comply with all applicable federal and state
securities laws; provided, however, that notwithstanding any
other provision of this Option Agreement, the Option shall not be exercisable
if the exercise thereof would result in a violation of any such law.


 


7.                            RIGHTS
AS STOCKHOLDER


 


Neither the
Optionee nor any executor, administrator, distributee or legatee of the
Optionee’s estate shall be, or have any of the rights or privileges of, a
stockholder of the Corporation in respect of any shares of Stock issuable
hereunder unless and until such shares have been fully paid and certificates
representing such shares have been endorsed, transferred and delivered, and the
name of the Optionee (or of such personal representative, administrator,
distributee or legatee of the Optionee’s estate) has been entered as the
stockholder of record on the books of the Corporation.


 


8.                            WITHHOLDING
OF TAXES


 


If the Corporation
shall be required to withhold any federal, state, local or foreign tax in
connection with exercise of this Option, it shall be a condition to such
exercise that the Optionee pay or make provision satisfactory to the
Corporation for payment of all such taxes. 
The Optionee may elect that all or any part of such withholding
requirement be satisfied by retention by the Corporation of a portion of the
shares purchased upon exercise of this Option. 
If such election is made, the shares 


 


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so retained shall
be credited against such withholding requirement at the fair market value on
the date of exercise.


 


9.                            DISCLAIMER
OF RIGHTS


 


No provision in
this Option Agreement shall be construed to confer upon the Optionee the right
to be employed by the Corporation or any Subsidiary, or to interfere in any way
with the right and authority of the Corporation or any Subsidiary either to
increase or decrease the compensation of the Optionee at any time, or to
terminate any employment or other relationship between the Optionee and the
Corporation or any Subsidiary.


 


[10.                 CHANGE
IN CONTROL


 


For purposes of this
Option Agreement, “Change in Control” means


 


(a)          Any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (i) the
then-outstanding shares of common stock of the Corporation (the “Outstanding Corporation
Common Stock”) or (ii) the combined voting power of the then-outstanding
voting securities of the Corporation entitled to vote generally in the election
of directors (the “Outstanding Corporation Voting Securities”); provided,
however, that, for purposes of this Section 1(d), the following
acquisitions shall not constitute a Change in Control:  (A) any acquisition directly from the Corporation,
(B) any acquisition by the Corporation, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Corporation
or any company controlled by, controlling or under common control with the
Corporation or (iv) any acquisition by any corporation pursuant to a
transaction that complies with Sections 10(c)(A), 10(c)(B) and 10(c)(C);


 


(b)         Any
time at which individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Corporation’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board;


 


(c)          Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar transaction involving the Corporation or any of its subsidiaries, a
sale or other disposition of all or substantially all of the assets of the Corporation,
or the acquisition of assets or stock of another entity by the Corporation or
any of its subsidiaries (each, a “Business Combination”), in each case unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities that 


 


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were the
beneficial owners of the Outstanding Corporation Common Stock and the
Outstanding Corporation Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock (or, for a non-corporate entity,
equivalent securities) and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors (or,
for a non-corporate entity, equivalent governing body), as the case may be, of
the entity resulting from such Business Combination (including, without
limitation, an entity that, as a result of such transaction, owns the Corporation
or all or substantially all of the Corporation’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination of the
Outstanding Corporation Common Stock and the Outstanding Corporation Voting Securities,
as the case may be, (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or related trust)
of the Corporation or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of, respectively,
the then-outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination, and (C) at least a majority of
the members of the board of directors (or, for a non-corporate entity,
equivalent governing body) of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board providing for such Business
Combination; or


 


(d)         Approval
by the stockholders of the Corporation of a complete liquidation or dissolution
of the Corporation.]


 


11.                               COMPLIANCE
WITH SECTION 409A OF THE CODE.


 


To
the extent applicable, it is intended that this Option Agreement and the Plan
comply with the provisions of Section 409A of the Code, so that the income
inclusion provisions of Section 409A(a)(1) do not apply to
Optionee.  This Option Agreement and the
Plan shall be administered in a manner consistent with this intent, and any
provision that would cause the Option Agreement or the Plan to fail to satisfy Section 409A
of the Code shall have no force and effect until amended to comply with Section 409A
of the Code (which amendment may be retroactive to the extent permitted by Section 409A
of the Code and may be made by the Corporation without the consent of the
Optionee).


 


12.                               INTERPRETATION
OF THIS OPTION AGREEMENT


 


All decisions and
interpretations made by the Board or the Compensation Committee thereof with
regard to any question arising under the Plan or this Option Agreement shall be
binding and conclusive on the Corporation and the Optionee and any other person
entitled to exercise the Option as provided for herein.


 


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13.                     GOVERNING
LAW


 


This Option
Agreement shall be governed by the laws of the State of Delaware (but not
including the choice of law rules thereof).


 


14.                     BINDING
EFFECT


 


Subject to all
restrictions provided for in this Option Agreement, the Plan, and by applicable
law relating to assignment and transfer of this Option Agreement and the Option
provided for herein, this Option Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.


 


15.                     NOTICE


 


Any notice
hereunder by the Optionee to the Corporation shall be in writing and shall be
deemed duly given if mailed or delivered to the Corporation at its principal
office, addressed to the attention of Stock Plan Administration or if so mailed
or delivered to such other address as the Corporation may hereafter designate
by notice to the Optionee.  Any notice
hereunder by the Corporation to the Optionee shall be in writing and shall be
deemed duly given if mailed or delivered to the Optionee at the address
specified below by the Optionee for such purpose, or if so mailed or delivered
to such other address as the Optionee may hereafter designate by written notice
given to the Corporation.


 


16.                     SEVERABILITY


 


If one or more of the
provisions of this Option Agreement is invalidated for any reason by a court of
competent jurisdiction, any provision so invalidated shall be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.


 


17.                     ENTIRE
AGREEMENT; ELIGIBILITY


 


This Option
Agreement and the Plan together constitute the entire agreement and supersedes
all prior understandings and agreements, written or oral, of the parties hereto
with respect to the subject matter hereof. 
Except for amendments to the Plan incorporated into this Option
Agreement by reference pursuant to Section 2 above, neither this Option
Agreement nor any term hereof may be amended, waived, discharged or terminated
except by a written instrument signed by the Corporation and the Optionee; provided,
however, that the Corporation unilaterally may waive any provision
hereof in writing to the extent that such waiver does not adversely affect the
interests of the Optionee hereunder, but no such waiver shall operate as or be
construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.  In the event
that it is determined that the Optionee was not eligible to receive this
Option, the Option and this Option Agreement shall be null and void and of no
further effect.


 


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SIGNATURE
PAGE


 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Option Agreement, or caused this Option Agreement to be duly
executed on their behalf, as of the day and year first above written.


 


	
  ACI
  Worldwide, Inc.

  	
  Optionee:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  [____________________]

  	
   

  	
   

  	
  [________________________________]

  
	
   

  	
   

  	
   

  
	
   

  	
  ADDRESS
  FOR NOTICE TO OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number

  	
  Street

  	
  Apt.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SS#

  	
   

  	
  Hire Date

  
	
   

  	
   

  	
   

  
	
   

  	
  DESIGNATED
  BENEFICIARY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Please Print
  Last Name, First Name MI

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Beneficiary’s
  Street Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip Code

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Beneficiary’s
  Social Security Number

  
													



 


I understand that
in the event of my death, the above named beneficiary will have control of any
unexercised options remaining in my account at that time.  If no beneficiary is designated or if the
named beneficiary does not survive me, the options will become part of my
estate.  This beneficiary designation
does NOT apply to stock acquired by the exercise of options prior to my death.


 


	
   

  	
   

  	
   

  
	
   

  	
  SIGNATURE

  	
   

  	
  DATE

  
					



 


 


After completing this page, please make a copy for your records and
return it to Stock Plan Administration, ACI Worldwide, Inc., 6060 Coventry
Drive, Elkhorn NE  68022


 


2005
Equity and Performance Plan, as amended - US Plan


                 Options                                                                                    $                /Share
Exercise Price