Exhibit 10.2
 
RESTRICTED SHARE AWARD AGREEMENT
 
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the        day of                        , 20     (the “Grant Date”), between ACI Worldwide, Inc., a Delaware corporation (the “Corporation”), and                            (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the ACI Worldwide, Inc. 2005 Equity and Performance Incentive Plan, as amended.
 


WHEREAS, the Board of
Directors of the Corporation has duly adopted, and the stockholders of the
Corporation have approved, the 2005 Equity and Performance Incentive Plan, as
amended (the “Plan”), which authorizes the Corporation to grant to eligible
individuals restricted shares of the Corporation’s common stock, par value of
$0.005 per share (the “Common Shares”); and


 


WHEREAS, the Compensation
Committee of the Board of Directors of the Corporation (the “Committee”) has
determined that it is desirable and in the best interests of the Corporation
and its stockholders to grant the Grantee a certain number of restricted shares
of the Corporation’s Common Shares in order to provide the Grantee with an
incentive to advance the interests of the Corporation, all according to the
terms and conditions set forth herein and in the Plan.


 


NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
 
1.     Grant of Restricted Shares.
 
(a)           The Corporation hereby grants to the Grantee an award (the “Award”) of            Common Shares (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
 
(b)           The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the dates on which the restrictions shall lapse in accordance with Sections 2 and 3 hereof.
 
2.     Terms and Rights as a Stockholder.
 
(a)           Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the Restricted Shares shall vest and the “Restricted Period” for such Restricted Shares shall expire as to                      Restricted Shares (    %) awarded hereunder on the first anniversary of the Grant Date and as to              Restricted Shares (    %) on each of the second, third and fourth anniversaries of the Grant Date (in each case as such number may be adjusted in accordance with Section 8 hereof).
 
(b)           The Grantee shall have all rights of a stockholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions:
 
(i)            the Grantee shall not be entitled to delivery of the stock certificate for any Shares until the expiration of the Restricted Period as to such Shares;
 
(ii)           none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restricted Period as to such Shares; and
 
1















 
(iii)          except as otherwise determined by the Committee at or after the grant of the Award hereunder, if the Grantee’s employment with the Corporation or any Subsidiary is terminated at any time for any reason, any of the Restricted Shares as to which the Restricted Period has not expired shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further obligation on the part of the Corporation and ownership of all such forfeited Restricted Shares shall be transferred back to the Corporation.
 
Any Shares, any other securities of the Corporation and any other property (except for cash dividends) distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares.
 
In order to facilitate the transfer back to the Corporation of any Restricted Shares that are forfeited and cancelled as described herein, including a transfer as payment of required withholding taxes as set forth in Section 10 of this Agreement or pursuant to Section 6 below, Grantee shall, upon the request of the Corporation, provide a stock power or other instrument of assignment (including a power of attorney) endorsed in blank, with a guarantee of signature if deemed necessary or appropriate by the Corporation.
 
(c)           Notwithstanding the foregoing, the Restricted Shares shall vest and the Restricted Period shall automatically terminate as to all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) upon the occurrence of the following events:
 
(i)            termination of the Grantee’s employment with the Corporation or a Subsidiary which results from the Grantee’s death or Disability (as defined in Section 22(e)(3) of the Code); or
 
[(ii)          the occurrence after the Grant Date  of a Change in Control as defined in Exhibit A attached hereto and incorporated by reference.]
 
3.     Termination of Restrictions.
 
(a)           Upon the expiration or termination of the Restricted Period as to any portion of the Restricted Shares, or at such earlier time as may be determined by the Committee, all restrictions set forth in this Agreement or in the Plan relating to such portion of the Restricted Shares shall lapse as to such portion of the Restricted Shares, and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall be delivered to the Grantee or the Grantee’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.
 
(b)           Notwithstanding the foregoing, the expiration or termination of the Restricted Period as to any portion of Restricted Shares shall be delayed in the event the Corporation reasonably anticipates that the expiration or termination of the Restricted Period, or the delivery of unrestricted Shares would constitute a violation of federal securities laws or other applicable law.  If the expiration or termination of the Restricted Period, or the delivery of unrestricted Shares, is delayed by the provisions of this Section 3(b), such expiration, termination and/or delivery shall occur at the earliest date at which the Corporation reasonably anticipates such expiration, termination or delivery will not cause a violation of federal securities laws or other applicable law.  For purposes of this Section 3(b), the delivery of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not considered a violation of applicable law.
 
2















 
4.     Delivery of Shares.
 
(a)           As of the date hereof, certificates representing the Restricted Shares shall be registered in the name of the Grantee and held by the Corporation or transferred to a custodian appointed by the Corporation for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Corporation or such custodian until their delivery to the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their reversion to the Corporation as set forth in Sections 2(b) and 6 hereof.
 
(b)           Certificates representing Restricted Shares in respect of which the Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following the date on which the restrictions on such Restricted Shares lapse subject to Section 10 below.
 
(c)           Certificates representing Restricted Shares in respect of which the Restricted Period lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the Corporation subject to Section 10 below.
 
(d)           Each certificate representing Restricted Shares shall bear a legend in substantially the following form:
 
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE ACI WORLDWIDE, INC. 2005 EQUITY AND PERFORMANCE INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND ACI WORLDWIDE, INC. (THE “CORPORATION”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE CORPORATION.
 
5.             Effect of Lapse of Restrictions. To the extent that the Restricted Period applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement subject to the rights of the Corporation for recoupment set forth in Section 6 below.
 
6.             Forfeiture and Right of Recoupment. Notwithstanding anything contained herein to the contrary, by accepting this Award, Grantee 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 Grantee, or (b) it is determined that the Grantee has otherwise engaged in misconduct (whether or not such misconduct is discovered by the Corporation prior to the termination of Grantee’s employment), the Board of Directors or a committee thereof (in each case, the “Board”) may take such action with respect to the Award 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 of unvested Restricted Shares, requiring the transfer of ownership back to the Corporation of unrestricted Shares issued hereunder and still held by the Grantee and the recoupment of any proceeds from the vesting of Restricted Shares or the sale of unrestricted Shares issued pursuant to this Agreement.  For purposes of this Section 6, “misconduct” shall mean a deliberate act or acts of dishonesty or misconduct 
 
3















 
which either (i) were intended to result in substantial personal enrichment to the Grantee at the expense of the Corporation or (ii) have a material adverse effect on the Corporation.  Any determination hereunder, including with respect to Grantee’s misconduct, shall be made by the Board in its sole discretion.  Notwithstanding any provisions herein to the contrary, Grantee expressly acknowledges and agrees that the rights of the Board set forth in this Section 6 shall continue after Grantee’s employment with the Corporation or its Subsidiary 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.
 
7.             No Right to Continued Employment. The grant of the Restricted Shares is discretionary and shall not be construed as giving Grantee the right to be retained in the employ of the Corporation or any Subsidiary and shall not be considered to be an employment contract or a part of the Grantee’s terms and conditions of employment or of the Grantee’s salary or compensation and the Corporation or any Subsidiary may at any time dismiss Grantee from employment, free from any liability or any claim under the Plan.
 
8.             Adjustments. In the event of any change in the number of Shares by reason of a merger, consolidation, reorganization, recapitalization, or similar transaction, or in the event of a stock dividend, stock split, or distribution to stockholders (other than normal cash dividends), the Committee shall adjust the number and class of shares subject to outstanding Restricted Shares and other value determinations applicable to outstanding Restricted Shares.  No adjustment provided for in this Section 8 shall require the Corporation to issue any fractional share.
 
9.             Amendments. Subject to any restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award, prospectively or retroactively; provided, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination which would adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.  The terms and conditions of this Agreement may not be modified, amended or waived, except by an instrument in writing signed by a duly authorized executive officer at the Corporation.
 
10.          Withholding of Taxes.
 


(a)           The Grantee shall be liable for any
and all taxes, including withholding taxes, arising out of this grant or the
vesting of Restricted Shares hereunder. In the event that the Corporation or
the  Grantee’s employer (the “Employer”)
is required to withhold taxes as a result of the grant, vesting or subsequent
sale of Shares hereunder, the Grantee shall at the election of the Corporation,
in its sole discretion, either (i) surrender a sufficient number of whole
Shares for which the Restricted Period has expired or other Common Shares owned
by the Grantee, having a fair market value, as determined by the Corporation on
the last day of the Restricted Period equal to the amount of such taxes, or (ii) make
a cash payment, as necessary to cover all applicable required withholding taxes
and required social security/insurance contributions at the time the
restrictions on the Restricted Shares lapse, unless the Corporation, in its
sole discretion, has established alternative procedures for such payment. If
the number of shares required to cover all applicable withholding taxes and
required social security/insurance contributions includes a fractional share,
then Grantee shall deliver cash in lieu of such fractional share. All matters
with respect to the total amount to be withheld shall be determined by the Corporation
in its sole discretion.


 


(b)           Regardless of any action the Corporation
or the Grantee’s Employer takes with respect to any or all income tax, social security/insurance,
payroll tax, payment on account or other tax-related 


 


4

















 


withholding (“Tax-Related
Items”), the Grantee acknowledges and agrees that the ultimate liability for
all Tax-Related Items legally due by him is and remains the Grantee’s
responsibility and that the Corporation and or the Employer (i) make no
representations nor undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of this grant of Restricted Shares,
including the grant, vesting or release, the subsequent sale of Shares and
receipt of any dividends; and (ii) do not commit to structure the terms or
any aspect of this grant of Restricted Shares to reduce or eliminate the Grantee’s
liability for Tax-Related Items. The Grantee shall pay the Corporation or the
Employer any amount of Tax-Related Items that the Corporation or the Employer
may be required to withhold as a result of the Grantee’s participation in the
Plan or the Grantee’s receipt of Restricted Shares that cannot be satisfied by
the means previously described above in Section 10(a). The Corporation may
refuse to deliver the Shares related thereto if the Grantee fails to comply
with the Grantee’s obligations in connection with the Tax-Related Items.


 


(c)           Grantee will notify the Corporation in writing if he or she files an election pursuant to Section 83(b) of the Code.  The Grantee understands that he or she should consult with his or her tax advisor regarding the advisability of filing with the Internal Revenue Service an election under 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement, the Grant Date.  This time period cannot be extended.  The Grantee acknowledges that timely filing of a Section 83(b) election is the Grantee’s sole responsibility.
 
11.          Plan Governs and Entire Agreement. The Plan is incorporated herein by reference. The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof.  The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof.  The terms of this Agreement are subject to, and governed by, in all respects the terms and conditions of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.
 
12.          Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and Award shall remain in full force and effect.
 
13.          Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Corporation. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Corporation under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.
 


14.          Non-Assignability. 
The Restricted Shares are personal to the Grantee and may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
by the Grantee until the Restricted Period expires or terminates as provided in
this Agreement; provided, however, that the Grantee’s rights with
respect to such Restricted Shares may be transferred by will or pursuant to the
laws of descent and distribution.  Any
purported transfer or encumbrance in violation of the provisions of this Section 13,
shall be void, and the other party to any such purported transaction shall not
obtain any rights to or interest in such Restricted Shares.


 


15.          Compliance
with Section 409A of the Code.  To the extent
applicable, it is intended that this 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) of the Code do not apply to the
Grantee.


 


5

















 


16.          Miscellaneous.


 


(a)           The
interpretation and construction by the Board of Directors and/or the Committee
of any provision of the Plan or this Agreement shall be final and conclusive
upon the Grantee, the Grantee’s estate, executor, administrator, beneficiaries,
personal representative and guardian and the Corporation and its successors and
assigns.


 


 (b)          This Agreement and its validity, interpretation,
performance and enforcement shall be governed by the laws of the State of
Delaware other than the conflict of laws provisions of such laws.


 


(c)           If the Grantee has received this or
any other document related to the Plan translated into a language other than
English and if the translated version is different than the English version,
the English version will control.


 


(d)           No rule of
strict construction shall be implied against the Corporation, the Committee or
any other person in the interpretation of any of the terms of the Plan, this
Agreement or any rule or procedure established by the Committee.


 


(e)           Wherever the word “Grantee” is used
in any provision of this Agreement under circumstances where the provision
should logically be construed to apply to the executors, the administrators, or
the person or persons to whom the Restricted Shares may be transferred by will
or the laws of descent and distribution, the word “Grantee” shall be deemed to
include such person or persons.


 


(f)            Grantee agrees, upon demand of the
Corporation or the Committee, to do all acts and execute, deliver and perform
all additional documents, instruments and agreements which may be reasonably
required by the Corporation or the Committee, as the case may be, to implement
the provisions and purposes of this Agreement and the Plan.


 


(g)           All notices under
this Agreement to the Corporation must be delivered personally or mailed to the
Corporation at its principal office, addressed to the attention of Stock Plan
Administration.  The Corporation’s
address may be changed at any time by written notice of such change to the
Grantee.  Also, all notices under this
Agreement to the Grantee will be delivered personally or mailed to the Grantee
at his or her address as shown from time to time in the Corporation’s records.


 


17.          Resolution
of Disputes.
Any dispute or disagreement which may arise under, or as a result of, or in any
way related to, the interpretation, construction or application of this
Agreement shall be determined by the Committee. Any determination made
hereunder shall be final, binding and conclusive on the Grantee and the
Corporation for all purposes.


 


18.          Consent
To Transfer Personal Data.  By accepting this Award, Grantee
voluntarily acknowledges and consents to the collection, use, processing and transfer
of personal data as described in this Section 18. Grantee is not obliged
to consent to such collection, use, processing and transfer of personal data.
However, failure to provide the consent may affect Grantee’s ability to
participate in the Plan. The Corporation and its Subsidiaries hold certain
personal information about Grantee, that may include Grantee’s name, home
address and telephone number, date of birth, social security number or other
employee identification number, salary, nationality, job title, any shares of
stock held in the Corporation, or details of any entitlement to shares of stock
awarded, canceled, purchased, vested, or unvested, for the purpose of
implementing, managing and administering the Plan (“Data”)  The Corporation and/or its Subsidiaries will
transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of Grantee’s participation in the
Plan, and the


 


6

















 


Corporation and/or any of its Subsidiaries may each
further transfer Data to any third parties assisting the Corporation in the
implementation, administration and management of the Plan. These recipients may
be located throughout the world, including the United States. Grantee authorizes
them to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the purpose of implementing, administering and managing Grantee’s
participation in the Plan, including any requisite transfer of such Data as may
be required for the administration of the Plan and/or the subsequent holding of
shares of stock on Grantee’s behalf by a broker or other third party with whom
Grantee or the Corporation may elect to deposit any shares of stock acquired
pursuant to the Plan. Grantee may, at any time, review Data, require any
necessary amendments to it or withdraw the consents herein in writing by
contacting the Corporation; however, withdrawing consent may affect Grantee’s
ability to participate in the Plan.


 


[SIGNATURE PAGE FOLLOWS]


 


7

















 


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


	
  ACI Worldwide, Inc.

  	
   

  	
  Grantee:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Philip
  G. Heasley, CEO and President

  	
   

  	
   

  	
  <Name>

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  ADDRESS FOR NOTICE TO GRANTEE:

   

   

  
	
   

  	
   

  
	
   

  	
  Number

  	
  Street

  	
                            Apt.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  City

  	
  State

  	
  Zip
  Code

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SS#

  	
  Hire
  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 Incentive Plan, as amended – US Plan


 


	
  <Number>
  Restricted Shares

  	
  <Date>

  



 


8

















 


[EXHIBIT A


 


For purposes of this
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 9(a),
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 (D) any acquisition by any corporation pursuant to a transaction that complies
with (c)(A), (c)(B) and (c)(C) set forth below;


 


(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 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 


 


9

















 


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.]


 


10