exv10w29





Exhibit 10.29




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





 


 









 











	 	(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.


 


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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 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.


 


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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.


 


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(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 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.


 


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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.


 


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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 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]




 


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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: 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	[          
                 
             ]	 	 	 	 	[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




	 	 	 
	<Number> Restricted Shares

	 	<Date>






 


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[Exhibit A




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



(1) 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 (A) the then-outstanding shares of common stock of the Corporation (the
“Outstanding Corporation Common Stock”) or (B) 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 definition of Change in Control, the following acquisitions shall not constitute a
Change in Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the
Corporation, (iii) 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, (iv) any acquisition by any Person pursuant to a transaction that complies
with (3)(A) below; or (v) any acquisition of beneficial ownership of not more than 25% of the
Outstanding Corporation Voting Securities by any Person that is entitled to and does report such
beneficial ownership on Schedule 13G under the Exchange Act (a “13G Filer”), provided,
however, that this clause (v) shall cease to apply when a Person who is a Schedule 13G Filer
becomes required to file a Schedule 13D under the Exchange Act with respect to beneficial ownership
of 20% or more of the Outstanding Corporation Common Stock or Outstanding Corporation Voting
Securities. Notwithstanding any other provision hereof, if a Business Combination (as defined
below) is completed during the Restricted Period and the Outstanding Corporation Voting Securities
are converted into voting securities of the Combined Corporation (as defined below), but such
Business Combination does not constitute a “Change in Control” under (3) below, “Outstanding
Corporation Voting Securities” shall thereafter mean voting securities of the Combined Corporation
entitled to vote generally in the election of the members of the Combined Corporation Board.



(2) Any time at which individuals who, as of the date hereof, constitute the Board of
Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of
the Board of Directors other than as a result of a Business Combination that does not constitute a
“Change in Control” under Sections (1) above or (3)(A) below; 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 of Directors (an “Election
Contest”);


 


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(3) 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) 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
(the “Combined Corporation”)) beneficially owns, directly or indirectly, such number of the
then-Outstanding Corporation Voting Securities as would constitute a “Change in Control” under (1)
above, and at least one-half 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 (the
“Combined Corporation Board”) were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board of Directors providing for such
Business Combination (the “Business Combination Agreement”); or



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




 


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