exv10w17





Exhibit 10.17




ACI WORLDWIDE, INC.




Nonqualified Stock Option Agreement — Non-Employee Director




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 [________] a Non-Employee
Director 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 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.


 


 









 





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 100% of the Option Shares on the
earlier to occur of (i) the date which is one year following the Date of Grant and (ii)
the day immediately prior to the date of the next annual meeting of the stockholders of
the Corporation occurring following the Date of Grant.







	 	4.1.2.	 	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 of a Change in Control (as defined in Section 9 below) if the
Optionee holding such Option is a Non-Employee Director of the Corporation or a
Subsidiary of the Corporation on the date of the consummation of such Change in
Control.







	 	4.1.3	 	Notwithstanding Section 4.1.1 above, in accordance with the provisions of the
Plan, if the Optionee ceases to be a Non-Employee Director 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.







	 	4.1.4	 	Notwithstanding Section 4.1.1 above, in accordance with the provisions of the
Plan, if the Optionee dies while serving as a Non-Employee Director of the Corporation
or a Subsidiary of the Corporation (or dies within a period of one month after
termination of his service as a Non-Employee Director for any reason other than
Disability or within a period of one year after termination of his service as
Non-Employee Director 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.







	 	4.2.	 	Limitations






The portion of the Option that has not become exercisable as of the date of the Optionee’s
termination of service as a Non-Employee Director of the Corporation or any of its Subsidiaries
for any reason shall automatically terminate as of the date of the Optionee’s termination of
service as a Non-Employee Director of the 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.


 


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	 	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 service as a
Non-Employee Director of the Corporation or a Subsidiary of the Corporation 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
serving as a Non-Employee Director of the Corporation or a Subsidiary of the
Corporation, (ii) within the 90-day period following the Optionee’s termination of
service as a Non-Employee Director for any reason other than Disability; or (iii)
within the one-year period following the Optionee’s termination of service as a
Non-Employee Director 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 serve as a
Non-Employee Director 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.




	 	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
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.


 


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(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.






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.


 


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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. DISCLAIMER OF RIGHTS




No provision in this Option Agreement shall be construed to confer upon the Optionee the right to
be employed by or to serve as a Non-Employee Director of the Corporation, or to interfere in any
way with the right and authority of the Corporation either to increase or decrease the compensation
or other benefits of the Optionee at any time, or to terminate any relationship between the
Optionee and the Corporation.



9. 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 (1) the
then-outstanding shares of common stock of the Corporation (the “Outstanding
Corporation Common Stock”) or (2) 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: (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, (d) any acquisition by any Person pursuant to a transaction that
complies with 9(c)(1) below; or (e) any acquisition of beneficial ownership of not
more than 25%





 


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 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 Performance 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 9(c) 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.




	 	(b)	 	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 10(a) above
or 9(c)(1) 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”);







	 	(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, (1) 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 9(a) 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







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





 


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10. 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.



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. 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).



13. 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.



14. 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.


 


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15. 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.



16. 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#                     Board Appointment 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



					
	 	 	 	 	 
	                     Options
	 	$_____/Share Exercise Price