exv10w1






Exhibit 10.1




ACI WORLDWIDE, INC.




LTIP Performance Shares Agreement

(2005 Equity and Performance Incentive Plan)




     This LTIP Performance Shares Agreement (this “Agreement”) is made as of                      between ACI
Worldwide, Inc., a Delaware corporation (the “Corporation”) and                     , an employee of the
Corporation or its Subsidiaries (the “Grantee”).



     WHEREAS, the Board of Directors of the Corporation (the “Board of Directors”) 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 performance shares, each such performance share being equal in value to one share of
the Corporation’s common stock, par value of $0.005 per share (the “Common Shares”); and



     WHEREAS, the Board of Directors has determined that it is desirable and in the best interests
of the Corporation and its stockholders to approve a 2010 long-term incentive program and, in
connection therewith, to grant the Grantee a certain number of performance 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 promises and covenants contained herein, the
parties hereto do hereby agree as follows:




	1.	 	Grant of Performance Shares.






	 	(a)	 	Subject to the terms of the Plan, the Corporation hereby grants to the Grantee
[                    ] performance shares (the “Performance Shares”), payment of which depends on
the Corporation’s performance as set forth in this Agreement and in the Statement of
Performance Goals attached hereto and incorporated herein by this reference (the
“Statement of Performance Goals”) approved by the Compensation Committee of the Board
of Directors (the “Committee”).
	 
	 	(b)	 	The Grantee’s right to receive all or any portion of the Performance Shares
will be contingent upon the achievement of certain management objectives (the
“Management Objectives”), as set forth in the Statement of Performance Goals. The
achievement of the Management Objectives will be measured during the period from [                     through                     ] (the “Performance Period”).
	 
	 	(c)	 	The Management Objectives for the Performance Period will be as set forth on
the Statement of Performance Goals.




 









 












	2.	 	Earning of Performance Shares.






	 	(a)	 	Threshold Level Requirement. If, upon the conclusion of the
Performance Period, any of the Management Objectives fall below the threshold levels
set forth in the performance matrix contained in the Statement of Performance Goals
(the “Performance Matrix”), none of the Performance Shares shall become earned.
	 
	 	(b)	 	Earning Calculation. If, upon the conclusion of the Performance
Period, the Management Objectives equal or exceed the threshold levels set forth in the
Performance Matrix, a proportionate number of the Performance Shares shall become
earned, as determined by mathematical interpolation and rounded up to the nearest whole
share.
	 
	 	(c)	 	Modification. If the Committee determines that a change in the
business, operations, corporate structure or capital structure of the Corporation, the
manner in which it conducts business or other events or circumstances render the
Management Objectives to be unsuitable, the Committee may modify such Management
Objectives or the related levels of achievement, in whole or in part, as the Committee
deems appropriate; provided, however, that in the case of an award to a
Covered Employee intended to qualify for an exemption under Section 162(m) of the
Internal Revenue Code of 1986 (the “Code”), no such action may result in the loss of
the otherwise available exemption of the award under Section 162(m).
	 
	 	(d)	 	Conditions; Determination of Earned Award. Except as otherwise
provided herein, the Grantee’s right to receive any Performance Shares is contingent
upon his or her remaining in the continuous employ of the Corporation or a Subsidiary
through the end of the Performance Period. For purposes of this Agreement, the
continuous employ of the Grantee shall not be considered interrupted or terminated in
the case of transfers between locations of the Corporation and its Subsidiaries.
Following the Performance Period, with respect to Grantees that are Covered Employees,
the Committee shall certify that the Management Objectives have been satisfied and
shall determine the number of Performance Shares that shall have become earned
hereunder. In all circumstances, the Committee shall have the ability and authority to
reduce, but not increase, the amount of Performance Shares that become earned
hereunder.






	3.	 	Change in Control. If a Change in Control (as defined on Exhibit A to this
Agreement) occurs following completion of the first full fiscal quarter of the Performance
Period but before the payment of the Performance Shares as set forth in Section 7 below, the
Corporation shall pay to the Grantee, within sixty (60) days following the Change in Control,
a number of Performance Shares equal to (i) the number of Performance Shares to which the
Grantee would have been entitled under Section 2 above based on the performance of the
Corporation at the 100% target level for the full Performance Period, multiplied by (ii) a
fraction, the numerator of which is the number of full fiscal quarters in the Performance
Period completed prior to the Change in Control and the denominator of which is the number of
full fiscal quarters in the Performance Period. The remaining Performance Shares shall be
forfeited.




2









 












	4.	 	Retirement, Disability, Death or Termination without Cause. If the Grantee’s
employment with the Corporation or a Subsidiary terminates following completion of the first
full fiscal quarter of the Performance Period but before the payment of the Performance Shares
as set forth in Section 7 below due to (a) the Grantee’s retirement approved by the
Corporation, (b) Disability (as defined below), (c) death or (d) a termination by the
Corporation without cause, the Corporation shall pay to the Grantee or his or her executor or
administrator, as the case may be, at the time specified in Section 7, a number of Performance
Shares equal to (i) the number of Performance Shares to which the Grantee would have been
entitled under Section 2 above based on the performance of the Corporation for the full
Performance Period, multiplied by (ii) a fraction, the numerator of which is the number of
full fiscal quarters the Grantee was employed during the Performance Period and the
denominator of which is the number of full fiscal quarters in the Performance Period. The
remaining Performance Shares shall be forfeited. For purposes of this Agreement, “Disability”
means the Grantee’s permanent and total disability as defined in Section 22(e)(3) of the Code.
	 
	5.	 	Other Termination. If the Grantee’s employment with the Corporation or a Subsidiary
terminates before the payment of the Performance Shares as provided in Section 7 hereof for
any reason other than as set forth in Section 4 above, the Performance Shares will be
forfeited.
	 
	6.	 	Leaves of Absence. If the Grantee was on short-term disability, long-term disability
or unpaid leave of absence approved by the Corporation for more than thirty (30) consecutive
calendar days during any fiscal quarter during Performance Period, the number of Performance
Shares earned by the Grantee will be reduced such that the Grantee will only be entitled to
(i) the number of Performance Shares to which the Grantee would have been entitled under
Section 2 above based on the performance of the Corporation during the Performance Period,
multiplied by (ii) a fraction, the numerator of which is the number of fiscal quarters the
Grantee was employed during the Performance Period (excluding any fiscal quarters during which
the Grantee was on a leave of absence for more than thirty (30) consecutive calendar days) and
the denominator of which is the number of full fiscal quarters in the Performance Period.
	 
	7.	 	Payment of Performance Shares. Payment of any Performance Shares that become earned
as set forth herein will be made in the form of Common Shares, in cash, or in a combination of
the two, as determined in the sole discretion of the Committee. Except as otherwise provided
in Section 3, payment will be made as soon as practicable after the receipt of audited
financial statements of the Corporation relating to the last fiscal year of the Performance
Period and with respect to Covered Employees, the determination by the Committee of the level
of attainment of the Management Objectives, but in no event shall such payment occur after
March 15, 20____. Performance Shares will be forfeited if they are not earned at the end of the
Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases
to be employed by the Corporation or a Subsidiary at any time prior to such shares becoming
earned.




3









 












	8.	 	Withholding of Taxes.






	 	(a)	 	The Grantee shall be liable for any and all federal, state, local or non-US
taxes applicable to the Grantee, including, without limitation, withholding taxes,
social security/national insurance contributions and employment taxes, arising out of
this grant of Performance Shares, the issuance of Common Shares as payment for earned
Performance Shares hereunder or the payment of cash for earned Performance Shares. In
the event that the Corporation or the Grantee’s employer (the “Employer”) is required
to withhold taxes as a result of the grant of the Performance Shares, the issuance of
Common Shares as payment for earned Performance Shares or the payment of cash for
earned Performance Shares, the Grantee shall at the election of the Corporation, in its
sole discretion, either (i) surrender a sufficient number of whole Common Shares,
having a Market Value per Share on the date such Performance Shares become taxable
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/national
insurance contributions on the date such Performance Shares become taxable, 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/national 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/national 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 Performance
Shares, including the grant of Performance Shares, the issuance of Common Shares as
payment for earned Performance Shares, the payment of cash for earned Performance
Shares or the subsequent sale of any Common Shares issued hereunder and receipt of any
dividends; and (ii) do not commit to structure the terms or any aspect of this grant of
Performance 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 grant of Performance Shares,
the Common Shares issued as payment for earned Performance Shares or the payment of
cash for earned Performance Shares that cannot be satisfied by the means previously
described above in Section 8(a). The Corporation may refuse to issue Common Shares as
payment of earned Performance Shares related thereto if the Grantee fails to comply
with the Grantee’s obligations in connection with the Tax-Related Items.




4









 












	9.	 	Forfeiture and Right of Recoupment. Notwithstanding anything contained herein to the
contrary, by accepting these Performance Shares, 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 Performance Shares 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 unearned Performance Shares, requiring the
transfer of ownership back to the Corporation of Common Shares issued as payment for earned
Performance Shares and still held by the Grantee, cash received by the Grantee as payment for
earned Performance Shares and the recoupment of any proceeds from the sale of Common Shares
issued as payment for Performance Shares earned pursuant to this Agreement. For purposes of
this Section 9, “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 9
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.
	 
	10.	 	Cash Dividends. Cash dividends on the Performance Shares covered by this Agreement
shall be sequestered by the Corporation from and after the Date of Grant until such time as
any of such Performance Shares become earned in accordance with this Agreement, whereupon such
dividends shall be converted into a number of Common Shares (based on the Market Value per
Share on the date such Performance Shares become earned) to the extent such dividends are
attributable to Performance Shares that have become earned. To the extent that Performance
Shares covered by this Agreement are forfeited, all of the dividends sequestered with respect
to such Performance Shares shall also be forfeited. No interest shall be payable with respect
to any such dividends.
	 
	11.	 	Non-Assignability. The Performance Shares and the Common Shares subject to this
grant of Performance Shares are personal to the Grantee and may not be sold, exchanged,
assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee until they
become earned as provided in this Agreement; provided, however, that the
Grantee’s rights with respect to such Performance Shares and Common Shares may be transferred
by will or pursuant to the laws of descent and distribution or pursuant to a domestic
relations order (within the meaning of Rule 16a-12 under the Securities Exchange Act of 1934,
as amended). Any purported transfer or encumbrance in violation of the provisions




5









 






	 	 	of this Section 11, shall be void, and the other party to any such purported transaction
shall not obtain any rights to or interest in such Performance Shares or Common Shares.






	12.	 	Adjustments. In the event of any change in the number of Common 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 shareholders (other than normal
cash dividends), the Committee shall adjust the number and class of shares subject to
outstanding Performance Shares and other value determinations applicable to outstanding
Performance Shares. No adjustment provided for in this Section 12 shall require the
Corporation to issue any fractional share.
	 
	13.	 	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. This Agreement and the Plan shall be administered in a manner consistent with this
intent.
	 
	14.	 	Miscellaneous.






	 	(a)	 	The contents of this Agreement are subject in all respects to the terms and
conditions of the Plan as approved by the Board of Directors and the stockholders of
the Corporation, which are controlling. 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. Unless otherwise indicated, the capitalized terms used
in this Agreement shall have the same meanings as set forth in the Plan.
	 
	 	(b)	 	The grant of the Performance Shares is discretionary and will 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. The Grantee’s acceptance of
this grant constitutes the Grantee’s consent to the transfer of data and information
from non-U.S. entities related to the Corporation concerning or arising out of this
grant to the Corporation and to entities engaged by the Corporation to provide services
in connection with this grant for purposes of any applicable privacy, information or
data protection laws and regulations.
	 
	 	(c)	 	This Agreement, and the terms and conditions of the Plan, shall bind, and inure
to the benefit of the Grantee, the Grantee’s estate, executor, administrator,
beneficiaries, personal representative and guardian and the Corporation and its
successors and assigns.
	 
	 	(d)	 	This Agreement shall be governed by the laws of the State of Delaware (but not
including the choice of law rules thereof).
	 
	 	(e)	 	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




6









 






	 	 	 	an instrument in writing signed by a duly authorized executive officer at the
Corporation. Notwithstanding the foregoing, no amendment shall adversely affect the
Grantee’s rights under this Agreement without the Grantee’s consent.






	15.	 	Notices. 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.




7









 











SIGNATURE PAGE




     IN WITNESS WHEREOF, the parties hereto have duly executed this Performance Shares Agreement,
or caused this Performance Shares 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
	 
	 	 	 	 	 	 	 	 
	 	 	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 receive Performance
Shares to which I am entitled upon my death, if any, as determined in accordance with the terms of
my Agreement. If the beneficiary herein-named does not survive me, these Performance Shares will
become the property of my estate. This beneficiary designation supersedes any prior and
inconsistent beneficiary designation and does NOT apply to Performance Shares paid to me pursuant
to the terms of my Performance Shares Agreement 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 Incentive Plan, as amended  — Performance Shares Agreement




	 	 	 
	<Number> Shares

	 	<Date>







8









 








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 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 (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”);



     (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 



A-1









 




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.




A-2